- -----------------------------------------------------------------------------
Description of art work on front cover of Prospectus
Two thin blue vertical lines on right side of page.
- ------------------------------------------------------------------------------
PROSPECTUS
MAY 1, 1995
WRIGHT TRUE BLUE CHIP
EQUITY INVESTMENT FUNDS
<PAGE>
P R O S P E C T U S MAY 1, 1995
- -------------------------------------------------------------------------------
THE WRIGHT TRUE BLUE CHIP EQUITY MANAGED INVESTMENT FUNDS
- -------------------------------------------------------------------------------
THE WRIGHT MANAGED EQUITY TRUST
A mutual fund consisting of four series (three of which are covered by this
Prospectus), or Funds, seeking long-term growth of capital and reasonable
current income.
WRIGHT QUALITY CORE EQUITIES FUND
WRIGHT SELECTED BLUE CHIP EQUITIES FUND
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND
- -------------------------------------------------------------------------------
Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559,
BOSTON, MA 02104
Or Call: THE FUND ORDER ROOM -- (800) 225-6265
- -------------------------------------------------------------------------------
This combined Prospectus is designed to provide you with information you should
know before investing. Please retain this document for future reference.
A combined Statement of Additional Information dated May 1, 1995 for the Funds
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. This Statement is available without charge from Wright
Investors' Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport,
Connecticut 06604 (800-888-9471).
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME
OR ALL OF THE PRINCIPAL INVESTMENT.
TABLE OF CONTENTS
PAGE
An Introduction to the Funds...................... 2
Shareholder and Fund Expenses..................... 4
Financial Highlights.............................. 5
Performance and Yield Information................. 8
The Funds and their Investment Objectives
and Policies...................................... 8
Wright Quality Core Equities Fund (WQC)......... 8
Wright Selected Blue Chip Equities Fund (WBC)... 9
Wright Junior Blue Chip Equities Fund (WJBC).... 9
Other Investment Policies......................... 10
Special Investment Considerations................. 10
The Investment Adviser............................ 11
The Administrator................................. 13
Distribution Expenses............................. 13
Who May Purchase Fund Shares and
What is a "Participating Trust Department"...... 14
How The Funds Value their Shares.................. 14
How to Buy Shares................................. 15
How Shareholder Accounts are Maintained........... 16
Distributions by the Funds........................ 16
Taxes............................................. 16
How to Exchange Shares............................ 18
How to Redeem or Sell Shares...................... 18
Other Information................................. 20
Tax-Sheltered Retirement Plans.................... 20
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AN INTRODUCTION TO THE FUNDS
THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION SET FORTH IN THIS PROSPECTUS.
The Trust................The Wright Managed Equity Trust
(the "Trust" or the "Equity Trust") is an open-end
management investment company known as a mutual fund,
is registered under the Investment Company Act of 1940,
as amended (the "1940 Act") and consists of four series
(the "Funds") (including one series that is being
offered under a separate prospectus). Each Fund is a
diversified fund and represents a separate and distinct
series of the Trust's shares of beneficial interest.
Investment...............Each Fund seeks long-term growth of capital and
Objective reasonable current income by investing in securities
selected from The Approved Wright
Investment List ("AWIL") prepared by Wright Investors'
Service, the Fund's investment adviser. Only those
companies meeting or exceeding Wright's 32 fundamental
standards of investment quality are eligible for
inclusion on the AWIL.
The Funds................Wright Quality Core Equities Fund ("WQC") selects
AWIL companies (as defined above) with a superior
investment outlook.
Wright Selected Blue Chip Equities Fund ("WBC") invests
in selected WQC companies, regardless of size, whose
current operations have been identified as being likely
to provide comparatively superior total investment
return over the intermediate term.
Wright Junior Blue Chip Equities Fund ("WJBC") invests
in smaller WQC companies with a superior investment
outlook.
The Investment...........Each Fund has engaged Wright Investors' Service of
Adviser Bridgeport, Connecticut ("Wright" or the "Investment
Adviser") as investment adviser to carry out the
investment and reinvestment of the Fund's assets.
The Administrator........Each Fund also has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal
Street, Boston, MA 02110 as administrator to manage
the Fund's legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc. is the
Distributor of the Fund's shares and receives a
distribution fee equal on an annual basis to 2/10 of
1% of each Fund's average daily net assets.
Who May Purchase.........The Funds were established to provide diversified
Fund Shares investment opportunities for investment portfolios
managed or serviced by participating bank trust
departments and certain other institutions which are
clients of Wright ("Participating Trust Departments").
Shares of the Funds offered under this Prospectus
are not available to the public except through these
Participating Trust Departments.
<PAGE>
How to Purchase..........There is no sales charge on the purchase of shares of
Fund Shares any Fund. Shares of any Fund may
be purchased at the net asset value per share
next determined after receipt and acceptance of the
purchase order. The minimum initial investment is
$1,000 per Fund although this will be waived for
investments in 401(k) tax-sheltered retirement plans.
There is no minimum amount for subsequent purchases.
Distribution ............Distributions are paid in additional shares at net
Options asset value or cash as the shareholder
elects. Unless the shareholder has elected to receive
dividends and distributions in cash, dividends and
distributions will be reinvested in additional shares
of the Funds at net asset value per share as of the
investment date.
Redemptions..............Shares may be redeemed directly from the Fund at the
net asset value per share next determined after
receipt of the redemption request in good order.
Exchange ................Shares of the Funds may be exchanged for shares of
Privilege another Fund and certain other investment companies
for which Wright acts as investment adviser at the net
asset value next determined after receipt of the
exchange request in good order.
Net Asset Value..........Net asset value per share of each Fund is calculated
on each day the New York Stock Exchange is open for
trading.
Taxation.................Each Fund has elected to be treated, has qualified and
intends to continue to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code and, consequently, should not be liable
for federal income tax on net investment income and net
realized capital gains that are distributed to
shareholders in accordance with applicable timing
requirements.
Shareholder..............Each shareholder will receive annual and semi-annual
Communications reports containing financial statements, and a
statement confirming each share transaction.
Financial statements included in annual
reports are audited by the Trust's independent
certified public accountants.
THE PROSPECTUSES OF THE FUNDS ARE COMBINED IN THIS PROSPECTUS. EACH FUND OFFERS
ONLY ITS OWN SHARES, YET IT IS POSSIBLE THAT A FUND MIGHT BECOME LIABLE FOR A
MISSTATEMENT IN THE PROSPECTUS OF ANOTHER FUND. THE TRUSTEES OF THE TRUST HAVE
CONSIDERED THIS IN APPROVING THE USE OF A COMBINED PROSPECTUS.
<PAGE>
SHAREHOLDER AND FUND EXPENSES
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in each Fund. The percentages shown below
representing total operating expenses are based on actual amounts incurred for
the fiscal year ended December 31, 1994.
<TABLE>
<CAPTION>
Wright Wright Wright
Selected Blue Chip Junior Blue Chip Quality Core
Equities Fund (WBC) Equities Fund (WJBC) Equities Fund (WQC)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES none none none
ANNUALIZED FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Adviser Fee 0.62% 0.55% 0.45%
Rule 12b-1 Distribution Expense 0.20% 0.20% 0.20%
Other Expenses (including administration fees)[1] 0.21% 0.36% 0.34%
----------------------------------------------------------------------
TOTAL OPERATING EXPENSES 1.03% 1.11% 0.99%
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
[1] Administration fees for WJBC and WQC were 0.20% and for WBC 0.13%.
</FN>
</TABLE>
EXAMPLE OF FUND EXPENSES
The following is an illustration of the total transaction and operating expenses
that an investor in each Fund would bear over different periods of time,
assuming a investment of $1,000, a 5% annual return on the investment and
redemption at the end of each period:
<TABLE>
<CAPTION>
Wright Wright Wright
Selected Blue Chip Junior Blue Chip Quality Core
Equities Fund (WBC) Equities Fund (WJBC) Equities Fund (WQC)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $ 11 $ 11 $ 10
3 Years 33 35 32
5 Years 57 61 55
10 Years 126 135 121
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL PAST EXPENSES
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN
DEPENDING UPON A VARIETY OF FACTORS INCLUDING THE ACTUAL PERFORMANCE OF EACH
FUND. Moreover, while the Example assumes a 5% annual return, a Fund's actual
performance will vary and may result in actual returns greater or less than 5%.
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum initial sales
charge permitted under the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been so included in reliance upon the report of Deloitte & Touche
LLP, independent certified public accountants, as experts in accounting and
auditing, which report is contained in the Fund's Statement of Additional
Information. Further information regarding the performance of each Fund is
contained in the Funds' annual report to shareholders which may be obtained
without charge by contacting the Funds' Principal Underwriter, Wright Investors'
Service Distributors, Inc. at 800-888-9471.
<TABLE>
<CAPTION>
THE WRIGHT WRIGHT SELECTED BLUE CHIP EQUITIES FUND
MANAGED EQUITY TRUST Year Ended December 31,
FINANCIAL HIGHLIGHTS -------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 14.920 $ 14.790 $17.180 $13.840 $15.370 $13.760 $12.120 $14.040 $13.490 $10.990
-------- -------- ------- ------- ------- ------- ------- ------- ------- -------
Income from Investment Operations:
Net investment income............ $ 0.233 $ 0.196 $ 0.222 $ 0.267 $ 0.323 $ 0.368 $ 0.315 $ 0.292 $ 0.287 $ 0.393
Net realized and unrealized
gain (loss) oninvestments....... (0.763) 0.104 0.498 4.553 (0.843) 2.922 2.250 (0.557) 1.553 2.527
------ ----- ----- ----- ------ ----- ----- ------ ----- -----
Total income (loss) from
investment operations.......... $ (0.530)$ 0.300 $ 0.720 $ 4.820 $(0.520) $ 3.290 $ 2.565 $(0.265) $ 1.840 $ 2.920
-------- -------- ------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $ (0.180)$ (0.170) $(0.200)$(0.250) $(0.320) $(0.310) $(0.275) $(0.340) $(0.310) $(0.420)
From net realized gain on
investments..................... (0.360) -- (2.910) (1.230) (0.690) (1.370) (0.650) (1.315) (0.980) --
------ -------- ------ ------ ------ ------ ------ ------ ------ --------
Total distributions............. $ (0.540)$ (0.170) $(3.110)$(1.480) $(1.010) $(1.680) $(0.925) $(1.655) $(1.290) $(0.420)
-------- -------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of year....... $ 13.850 $ 14.920 $14.790 $17.180 $13.840 $15.370 $13.760 $12.120 $14.040 $13.490
======== ======== ======= ======= ======= ======= ======= ======= ======= =======
Total Return....................... (3.52%) 2.06% 4.71% 35.98% (3.30%) 24.57% 21.31% (1.83%) 14.18% 27.25%
Ratios/Supplemental Data
Net assets, end of year
(000 omitted).................. $186,016 $175,481 $152,997 $167,900 $108,571 $120,345 $114,042 $99,200 $92,908 $65,232
Ratio of expenses to average
net assets..................... 1.03% 1.03% 1.02% 1.08% 1.12% 1.11% 1.10% 1.03% 0.98% 0.87%
Ratio of net investment income to
average net assets............. 1.57% 1.28% 1.34% 1.67% 2.28% 2.38% 2.29% 1.92% 1.96% 3.21%
Portfolio Turnover Rate 72% 28% 77% 72% 83% 20% 29% 30% 40% 80%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE WRIGHT WRIGHT JUNIOR BLUE CHIP EQUITIES FUND
MANAGED EQUITY TRUST Year Ended December 31,
FINANCIAL HIGHLIGHTS -------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 11.950 $ 11.690 $ 14.720 $11.500 $13.020 $ 12.450 $ 11.030 $12.730 $12.380 $10.000
-------- -------- -------- ------- ------- -------- -------- ------- ------- -------
Income from Investment Operations:
Net investment income............ $ 0.101 $ 0.101 $ 0.045 $ 0.072 $ 0.111 $ 0.177 $ 0.197 $ 0.131 $ 0.149 $ 0.209
Net realized and unrealized
gain (loss) on investments...... (0.431) 0.809 0.315 4.118 (1.491) 1.723 1.478 (0.671) 0.541 2.331
------ ----- ----- ----- ------ ----- ----- ------ ----- -----
Total income (loss) from
investment operations.......... $ (0.330)$ 0.910 $ 0.360 $ 4.190 $(1.380)$ 1.900 $ 1.675 $(0.540) $ 0.690 $ 2.540
-------- -------- -------- ------- ------- -------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $ (0.100)$ (0.060)$ (0.030)$(0.070) $(0.140)$ (0.150)$ (0.175)$(0.150) $(0.160) $(0.160)
From net realized gain on
investments..................... (0.520) (0.590) (3.360) (0.900) -- (1.180) (0.080) (1.010) (0.180) --
------ ------ ------ ------ ------ ------ ------ ------
Total distributions............. $ (0.620)$ (0.650)$ (3.390)$(0.970) $(0.140)$ (1.330)$ (0.255)$(1.160)$(0.340) $(0.160)
-------- -------- -------- ------- ------- -------- -------- ------- ------- -------
Net asset value, end of year....... $ 11.000 $ 11.950 $ 11.690 $14.720 $11.500 $ 13.020 $ 12.450 $11.030 $12.730 $12.380
======== ======== ======== ======= ======= ======== ======== ======= ======= =======
Total Return....................... (2.75%) 7.93% 3.28% 36.98% (10.61%) 15.61% 15.21% (3.58%) 5.62% 25.61%[**]
Ratios/Supplemental Data
Net assets, end of year
(000 omitted) .................. $ 37,124 $ 68,226 $ 64,635 $120,911 $63,385 $ 98,593 $121,644 $95,808 $74,113 $30,132
Ratio of expenses to average
net assets..................... 1.11% 1.09% 1.07% 1.10% 1.14% 1.10% 1.08% 1.03% 1.05% 0.90%[**]
Ratio of net investment income to
average net assets.............. 0.91% 0.86% 0.31% 0.52% 0.95% 1.34% 1.61% 0.96% 1.11% 1.74%[**]
Portfolio Turnover Rate............ 36% 38% 80% 60% 75% 15% 38% 58% 20% 26%
<FN>
[*]Portfolio commenced operations on January 14, 1985; [**] Computed on an
annualized basis.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THE WRIGHT WRIGHT QUALITY CORE EQUITIES FUND
MANAGED EQUITY TRUST Year Ended December 31,
FINANCIAL HIGHLIGHTS -------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985[*]
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 12.720 $ 13.380 $ 14.730 $10.760 $11.290 $ 10.590 $ 9.710 $12.810 $11.300 $10.000
-------- -------- -------- ------- ------- -------- -------- ------- ------- -------
Income from Investment Operations:
Net investment income............ $ 0.180 $ 0.176 $ 0.179 $ 0.175 $ 0.192 $ 0.207 $ 0.211 $ 0.233 $ 0.232 $ 0.111
Net realized and unrealized
gain (loss) on investments...... (0.295) (0.046) 0.951 3.985 (0.522) 2.163 1.394 (0.303) 1.658 1.229
------ ------ ----- ----- ------ ----- ----- ------ ----- -----
Total income (loss) from
investment operations.......... $ (0.115)$ 0.130 $ 1.130 $ 4.160 $(0.330)$ 2.370 $ 1.605 $(0.070) $1.890 $ 1.340
-------- -------- -------- ------- ------- -------- -------- ------- ------ -------
Less Distributions:
From net investment income....... $ (0.160)$ (0.160)$ (0.160)$(0.190) $(0.200)$ (0.220)$ (0.185) $(0.265) $(0.240)$(0.040)
From net realized gain on
investments..................... (1.055) (0.625) (2.320) -- -- (1.450) (0.540) (2.765) (0.140) --
In excess of net realized gains.. -- (0.005) -- -- -- -- -- -- -- --
------- ------ ------- ------ ------- -------- --------- -------- ------- -------
Total distributions............. $ (1.215)$ (0.790)$ (2.480)$(0.190) $(0.200)$ (1.670)$ (0.725) $(3.030) $(0.380)$(0.040)
-------- -------- -------- ------- ------- -------- -------- ------- ------- -------
Net asset value, end of year....... $ 11.390 $ 12.720 $ 13.380 $14.730 $10.760 $ 11.290 $ 10.590 $ 9.710 $12.810 $11.300
======== ======== ======== ======= ======= ======== ======== ======= ======= =======
Total Return....................... (0.73%) 1.00% 8.02% 38.90% (2.89%) 23.02% 16.66% 1.01% 16.90% 13.46%[**]
Ratios/Supplemental Data
Net assets, end of year
(000 omitted)................... $ 51,085 $ 88,349 $ 81,674 $80,065 $44,293 $ 50,193 $ 60,989 $ 0,579 $81,939 $27,446
Ratio of expenses to average
net assets...................... 0.99% 0.97% 1.01% 1.03% 1.07% 1.14% 1.06% 0.96% 1.03% 0.90%[**]
Ratio of net investment income to
average net assets.............. 1.46% 1.37% 1.20% 1.34% 1.80% 1.76% 1.97% 1.61% 1.79% 2.61%[**]
Portfolio Turnover Rate............ 55% 53% 70% 9% 18% 12% 14% 34% 17% 9%
<FN>
[*]Portfolio commenced operations on August 7, 1985; [**] Computed on an annualized
basis.
</FN>
</TABLE>
<PAGE>
NOTES:
- -------------------------------------------------------------------------------
WRIGHT SELECTED BLUE CHIP EQUITIES FUND
During each of the years ended December 31, 1987 and 1986, the operating
expenses of the Fund were reduced either by a reduction of the investment
adviser fee, administration fee, distribution fee, or through the allocation of
expenses to the Adviser, or a combination of these. Had such actions not been
undertaken, the net investment income per share and the ratios would have been
as follows:
<TABLE>
Year Ended December 31,
----------------------------------
WRIGHT SELECTED BLUE CHIP EQUITIES FUND 1987 1986
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net investment income per share............................... $ 0.279 $ 0.278
======= =======
Ratios (As a percentage of average net assets):
Expenses................................................. 1.09% 1.02%
==== ====
Net investment income.................................... 1.86% 1.92%
==== ====
</TABLE>
- -------------------------------------------------------------------------------
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND (INCEPTION DATE JANUARY 14, 1985)
During the year ended December 31, 1985, the Principal Underwriter reduced the
distribution expenses incurred by it for the benefit of Wright Junior Blue Chip
Equities Fund (WJBC). In addition, during the year ended December 31, 1987, the
Administrator reduced its fee. Had such actions not been undertaken, the net
investment income per share and the ratios would have been as follows:
<TABLE>
Year Ended December 31,
------------------------------------
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND 1987 1985[*]
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net investment income per share............................... $ 0.118 $ 0.207
======= =======
Ratios (As a percentage of average net assets):
Expenses................................................. 1.08% 0.92%[**]
==== ====
Net investment income.................................... 0.91% 1.72%[**]
==== ====
<FN>
[*]Portfolio commenced operations on January 14, 1985; [**]Computed on an annualized basis.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
WRIGHT QUALITY CORE EQUITIES FUND (INCEPTION DATE AUGUST 7, 1985)
The Principal Underwriter made a reduction of its fees during the year ended
December 31, 1990. During each of the years ended December 31, 1985, 1987, 1988
and 1989, the operating expenses of the Fund were reduced either by a reduction
of the investment adviser fee, administrator fee, distribution fee, or a
reduction of a combination of these fees.Had such actions not been undertaken,
the net investment income per share and the annualized ratios would have been as
follows:
<TABLE>
Year Ended December 31,
---------------------------------------------
WRIGHT QUALITY CORE EQUITIES FUND 1990 1989 1988 1987 1985[*]
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net investment income per share............. $ 0.183 $ 0.206 $ 0.208 $ 0.222 $ 0.104
======= ======= ======== ======== =======
Ratios (As a percentage of average net assets):
Expenses................................. 1.15% 1.15% 1.08% 1.00% 1.07%[**]
==== ==== ==== ==== ====
Net investment income.................... 1.72% 1.75% 1.95% 1.57% 2.44%[**]
==== ==== ==== ==== ====
<FN>
[*]Period from August 7,1985 (commencement of operations) to December 31, 1985;
[**]Computed on an annualized basis.
</FN>
</TABLE>
<PAGE>
PERFORMANCE AND YIELD INFORMATION
From time to time, a Fund may publish its yield and/or total return in
advertisements and communications to shareholders. The current yield for a Fund
will be calculated by dividing the net investment income per share during a
recent 30-day period by the maximum offering price (net asset value) per share
of a Fund on the last day of the period. A Fund's total return is determined by
computing the annual percentage change in value of $1,000 invested at the
maximum public offering price (net asset value) for specified periods ending
with the most recent calendar quarter, assuming reinvestment of all
distributions. Investors should note that the investment results of a Fund will
fluctuate over time, and any presentation of a Fund's current yield or total
return for any prior period should not be considered as a representation of what
an investment may earn or what an investor's yield or total return may be in any
future period.
THE FUNDS AND THEIR
INVESTMENT OBJECTIVES AND POLICIES
The objective of each Fund is to provide long-term growth of capital and at the
same time earn reasonable current income. Securities selected for each Fund are
drawn from an investment list prepared by Wright and known as The Approved
Wright Investment List (the "AWIL").
APPROVED WRIGHT INVESTMENT LIST (AWIL). Wright systematically reviews about
3,000 U.S. companies in its proprietary database in order to identify those
which, on the basis of at least five years of audited records, pass the minimum
standards of prudence (e.g. the value of its assets and shareholders' equity
exceeds certain minimum standards and the company's operations have been
profitable during the last three years) and thus are suitable for consideration
by fiduciary investors. Companies which meet these requirements (about 1,600
companies) are considered by Wright to be of "investment grade." They may be
large or small, may have their securities traded on exchanges or over the
counter, and may include companies not currently paying dividends on their
shares.
These companies are then subjected to extensive analysis and evaluation in order
to identify those which meet Wright's 32 fundamental standards of investment
quality. Only those companies which meet or exceed all of these standards are
eligible for selection by the Wright Investment Committee for inclusion in The
Approved Wright Investment List. See the Statement of Additional Information for
a more detailed description of Wright Quality Ratings and the AWIL.
All companies on the AWIL are, in the opinion of Wright, soundly financed "True
Blue Chips" with established records of earnings profitability and equity
growth. All have established investment acceptance and active, liquid markets
for their publicly owned shares. The AWIL will normally be made up of 250 to 300
companies.
The investment objective and, unless otherwise indicated, policies of each Fund
may be changed by the Trustees of the Trust without a vote of the Fund's
shareholders. Any such change of the investment objective of a Fund will be
preceded by thirty days advance notice to each shareholder of such Fund. If any
changes were made, a Fund might have investment objectives different from the
objectives which an investor considered appropriate at the time the investor
became a shareholder in such Fund. There is no assurance that the Trust or any
of the Funds will achieve its investment objective. The market price of
securities held by the Funds and the net asset value of each Fund's shares will
fluctuate in response to stock market developments.
WRIGHT QUALITY CORE EQUITIES FUND (WQC). This Fund seeks to enhance total
investment return (consisting of price appreciation plus income) by providing
management of a broadly diversified portfolio of equity securities of
well-established companies meeting strict quality standards. The Fund will,
through continuous professional investment supervision by Wright, pursue these
objectives by investing in a diversified portfolio of common stocks of what are
believed to be high-quality, well-established and profitable companies.
The Fund will, under normal market conditions, invest at least 80% of its net
assets in equity securities, including common stocks, preferred stocks and
securities convertible
<PAGE>
into stock. However, for temporary defensive purposes the Fund may hold
cash or invest more than 20% of its net assets in the short-term debt securities
described under "Special Investment Considerations -- Defensive Investments."
This Fund is quality oriented and is suitable for a total equity account or as a
base portfolio for accounts with multiple objectives. Investments, except for
temporary defensive investments, will be made solely in companies on the AWIL.
In selecting companies from the AWIL for this portfolio, the Investment
Committee of Wright Investors' Service selects, based on quantitative formulae,
those companies which are expected to do better over the intermediate term. The
quantitative formulae take into consideration factors such as over/under
valuation and compatibility with current market trends. Investments in the
portfolio are equally weighted in the selected securities.
The disciplines which determine sale include preventing individual holdings from
exceeding 2 1/2 times their normal value position in this Fund and requiring the
sale of the securities of any company which no longer meets the standards of the
AWIL. Also, portfolio holdings which fall in the unfavorable category based on
the quantitative formulae described above are generally sold. The discipines
which determine purchase provide that new funds, income from securities
currently held, and proceeds of sales of securities will be used to increase
those positions which at current market are the furthest below their normal
target values and to purchase companies which become eligible for the portfolio
as described above.
WRIGHT SELECTED BLUE CHIP EQUITIES FUND (WBC). This Fund seeks to enhance the
total investment return (consisting of price appreciation plus income) by
providing active management of equity securities of well-established companies
meeting strict quality standards. Equity securities are limited to those
companies whose current operations reflect defined, quantified characteristics
which have been identified by Wright as being likely to provide comparatively
superior total investment return. The process selects approximately two-thirds
of the WQC companies on the basis of Wright's evaluation of their outlook.
Investments are equally weighted.
The disciplines which determine sale include preventing individual holdings from
exceeding 2 1/2 times their normal value position in this Fund, preventing the
retention of the securities of any company which no longer meets the standards
of the AWIL, and portfolio holdings which cease to meet the outlook criteria
described above. The disciplines which determine purchase provide that new
funds, income from securities currently held, and proceeds of sales of
securities will be used to increase those positions which at current market
values are the furthest below their normal target values and to purchase
companies which become eligible for the portfolio.
The Fund will, under normal market conditions, invest at least 80% of its net
assets in Selected Blue Chip equity securities, including common stocks,
preferred stocks and securities convertible into stock. However, for temporary
defensive purposes the Fund may hold cash or invest more than 20% of its net
assets in the short-term debt securities described under "Special Investment
Considerations -- Defensive Investments."
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND (WJBC). This Fund seeks to enhance the
total investment return (consisting of price appreciation plus income) by
providing management of equity securities of smaller companies still
experiencing their rapid growth period. Equity securities selected are limited
to those companies selected for the WQC Fund which when sorted by stock market
capitalization represent the smaller companies on the list. Investments are
equally weighted.
The Fund will, under normal market conditions, invest at least 80% of its net
assets in Junior Blue Chip equity securities, including common stocks, preferred
stocks and securities convertible into stock. However, for temporary defensive
purposes the Fund may hold cash or invest more than 20% of its net assets in the
short-term debt securities described under "Special Investment Considerations -
Defensive Investments.
<PAGE>
Somewhat higher volatility of market pricing and greater variability of
individual stock investment returns can be expected in this Fund as compared to
either the Wright Quality Core Equities Fund or the Wright Selected Blue Chip
Equities Fund, which invest in larger companies.
OTHER INVESTMENT POLICIES
The Trust has adopted certain fundamental investment restrictions which are
enumerated in detail in the Statement of Additional Information and which may be
changed as to a Fund only by the vote of a majority of such Fund's outstanding
voting securities. Among other restrictions, each Fund may not borrow money in
excess of 1/3 of the current market value of such Fund's net assets (excluding
the amount borrowed), invest more than 5% of the Fund's total assets taken at
current market value in the securities of any one issuer, purchase more than 10%
of the voting securities of any one issuer or inveset 25% or more of the Fund's
total assets in the securities of issuers in the same industry. There is,
however, no limitation in respect to investments in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. None of
the Funds has any current intention of borrowing for leverage or speculative
purposes.
None of the Funds is intended to be a complete investment program, and the
prospective investor should take into account his objectives and other
investments when considering the purchase of any Fund's shares. The Funds cannot
eliminate risk or assure achievement of their objectives.
SPECIAL INVESTMENT CONSIDERATIONS
REPURCHASE AGREEMENTS. Each of the Funds may enter into repurchase agreements to
the extent permitted by its investment policies in order to earn income on
temporarily uninvested cash. A repurchase agreement is an agreement under which
the seller of securities agrees to repurchase and the Fund agrees to resell the
securities at a specified time and price. A Fund may enter into repurchase
agreements only with large, well-capitalized banks or government securities
dealers that meet Wright credit standards. In addition, such repurchase
agreements will provide that the value of the collateral underlying the
repurchase agreement will always be at least equal to the repurchase price,
including any accrued interest earned under the repurchase agreement. In the
event of a default or bankruptcy by a seller under a repurchase agreement, the
Fund will seek to liquidate such collateral. However, the exercise of the right
to liquidate such collateral could involve certain costs, delays and
restrictions and is not ultimately assured. To the extent that proceeds from any
sale upon a default of the obligation to repurchase are less than the repurchase
price, the Fund could suffer a loss.
DEFENSIVE INVESTMENTS. During periods of unusual market conditions, when Wright
believes that investing for temporary defensive purposes is appropriate, all or
a portion of each Fund's assets may be held in cash or invested in short-term
obligations, including but not limited to short-term obligations issued or
guaranteed as to interest and principal by the U.S. Government or any agency or
instrumentality thereof (including repurchase agreements collateralized by such
securities); commercial paper which at the date of investment is rated A-1 by
Standard & Poor's Ratings Group ("Standard & Poor's") or P-1 by Moody's
Investors Service, Inc. ("Moody's"), or, if not rated by such rating
organizations, is deemed by the Trustees to be of comparable quality; short-term
corporate obligations and other debt instruments which at the date of investment
are rated AA or better by Standard & Poor's or Aa or better by Moody's or, if
unrated by such rating organizations, are deemed by the Trustees to be of
comparable quality; and certificates of deposit, bankers' acceptances and time
deposits of domestic banks which are determined to be of high quality by the
Trustees. The Funds may invest in instruments and obligations of banks that have
other relationships with the Funds, Wright, Eaton Vance or Investors Bank &
Trust Company, an affiliate of Eaton Vance. No preference will be shown towards
investing in banks which have such relationships.
LENDING PORTFOLIO SECURITIES. Each Fund may seek to increase its total return by
lending portfolio securities to broker-dealers or other institutional borrowers.
Under present regulatory policies of the Securities and Exchange Commission,
such loans are required to be continuously secured by collateral in cash,
cash-equivalents and U.S. Government securities held by the Fund's custodian and
<PAGE>
maintained on a current basis at an amount at least equal to the market value of
the securities loaned, which will be marked to market daily. During the
existence of a loan, a Fund will continue to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned and will also
receive a fee, or all or a portion of the interest, if any, on investment of the
collateral. However, the Fund may at the same time pay a transaction fee to such
borrowers. As with other extensions of credit there are risks of delay in
recovery or even loss of rights in the securities loaned if the borrower of the
securities fails financially. However, the loans will be made only to
organizations deemed by the Investment Adviser to be of good standing and when,
in the judgment of the Investment Adviser, the consideration which can be earned
from securities loans of this type justifies the attendant risk. The financial
condition of the borrower will be monitored by the Investment Adviser on an
ongoing basis and collateral values will be continuously maintained at no less
than 100% by "marking to market" daily. If the Investment Adviser decides to
make securities loans, it is intended that the value of the securities loaned
would not exceed 30% of the Fund's total assets.
THE INVESTMENT ADVISER
Each Fund has engaged Wright Investors' Service ("Wright"), 1000 Lafayette
Boulevard, Bridgeport, Connecticut, to act as its investment adviser pursuant to
an Investment Advisory Contract. Under the general supervision of the Trustees
of the Trust, Wright furnishes the Funds with investment advice and management
services. The Trustees of the Trust are responsible for the general oversight of
the conduct of the Funds' business.
Wright is a leading independent international investment management and advisory
firm with more than 30 years' experience. Its staff of over 175 people includes
a highly respected team of 70 economists, investment experts and research
analysts. Wright manages assets for bank trust departments, corporations,
unions, municipalities, eleemosynary institutions, professional associations,
institutional investors, fiduciary organizations, family trusts and individuals
as well as mutual funds. Wright operates one of the world's largest and most
complete databases of financial information on 12,000 domestic and international
corporations. At the end of 1994, Wright managed approximately $4 billion of
assets.
Under Wright's Investment Advisory Contract with the Trust, Wright receives
monthly advisory fees at the annual rates (as a percentage of average daily net
assets) set forth in the following table. The table also lists each Fund's
aggregate net asset value at December 31, 1994 and the advisory fee rate paid
during the fiscal year ended December 31, 1994.
The combined advisory and administration fee rates paid by the Funds (other than
the WQC Fund) are believed to be higher than those paid by most other mutual
funds. This higher fee is attributable to the specialized expertise required to
implement each Fund's investments and is comparable to the fees paid by many
other funds with similar investment objectives and policies.
Pursuant to the Investment Advisory Contract, Wright also furnishes for the use
of each Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of each Fund. Each Fund is responsible
for the payment of all expenses relating to its
<TABLE>
<CAPTION>
Annual % Advisory Fee Rates
-------------------------------------------------------------------- Aggregate Fee Rate Paid
Under $100 Million to $250 Million to $500 Million to Over Net Asset Value for the Fiscal Year
$100 Million $250 Million $500 Million $1 Billion $1 Billion at 12/31/94 Ended 12/31/94
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip
Equities Fund (WBC) 0.55% 0.69% 0.67% 0.63% 0.58% $186,015,791 0.62%
Wright Junior Blue Chip
Equities Fund (WJBC) 0.55% 0.69% 0.67% 0.63% 0.58% $37,124,040 0.55%
Wright Quality Core
Equities Fund (WQC) 0.45% 0.59% 0.57% 0.53% 0.48% $51,084,656 0.45%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
operations other than those expressly stated to be payable by Wright under its
Investment Advisory Contract.
An Investment Committee of six senior officers, all of whom are experienced
analysts, exercises disciplined direction and control over all investment
selections, policies and procedures for each Fund. The Committee, following
highly disciplined buy-and-sell rules, makes all decisions for the selection,
purchase and sale of all securities. The members of the Committee are as
follows:
JOHN WINTHROP WRIGHT, Chairman of the Investment Committee, Chairman and Chief
Executive Officer of Wright Investors' Service. AB Amherst College. Before
founding Wright Investors' Service in 1960, Mr. Wright was treasurer, St. John's
College; Commander, USNR; Executive Vice President, Standard Air Services;
President, Wright Power Saw & Tool Corp.; Senior Partner, Andris Trubee & Co.
(financial consultants); and Chairman, Rototiller, Inc. Mr. Wright has
frequently been interviewed on radio and television in the United States and
Europe and his published investment and financial writings are widely quoted.
His testimony has often been requested by various House and Senate Committees of
the Congress on matters concerning monetary policy and taxes. He participated in
the 1974 White House Financial Summit on Inflation and the 1980 Congressional
Economic Conference. He is a director of the Center for Financial Studies and a
member of the Board of Visitors of the School of Business at Fairfield
University, a fellow of the University of Bridgeport Business School and a
Trustee of the Institutes for the Development of Human Potential in
Philadelphia. He is also a member of the New York Society of Security Analysts.
JUDITH R. CORCHARD, Vice Chairman of the Investment Committee, Executive
Vice President-Investment Management of Wright Investors' Service. Ms. Corchard
attended the University of Connecticut and joined Wright Investors' in 1960.She
is a member of the New York Society of Security Analysts and the Hartford
Society of Financial Analysts.
PETER M. DONOVAN, CFA, President of Wright Investors' Service. Mr. Donovan
received a BA Economics, Goddard College and joined Wright Investors' Service
from Jones, Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president
of The Wright Managed Blue Chip Series Trust, The Wright Managed Income Trust,
The Wright Managed Equity Trust, and The Wright EquiFund Equity Trust. He is
also director of EquiFund - Wright National Equity Fund, a Luxembourg SICAV. He
is a member of the New York Society of Security Analysts and the Hartford
Society of Financial Analysts.
JATIN J. MEHTA, CFA, Executive Counselor and Director of Education of Wright
Investors' Service. Mr. Mehta received a BS Civil Engineering, University of
Bombay, India and an MBA from the University of Bridgeport. Before joining
Wright in 1969, Mr. Mehta was an executive of the Industrial Credit Investment
Corporation of India, a development bank promoted by the World Bank for
financial assistance to private industry. He is a Trustee of The Wright Managed
Blue Chip Series Trust. He is a member of the New York Society of Security
Analysts and the Hartford Society of Financial Analysts.
HARIVADAN K. KAPADIA, CFA, Senior Vice President - Investment Analysis and
Information of Wright Investors' Service. Mr. Kapadia received a BA (hon.)
Economics and Statistics and MA Economics, University of Baroda, India and an
MBA from the University of Bridgeport. Before joining Wright in 1969, Mr.
Kapadia was Assistant Lecturer at the College of Engineering and Technology in
Surat, India and Lecturer, B.J. at the College of Commerce & Economics, VVNagar,
India. He has published the textbooks: "Elements of Statistics," "Statistics,"
"Descriptive Economics," and "Elements of Economics." He was appointed Adjunct
Professor at the Graduate School of Business, Fairfield University in 1981. He
is a member of the New York Society of Security Analysts and the Hartford
Society of Financial Analysts.
MICHAEL F. FLAMENT, CFA, Senior Vice President - Investment and Economic
Analysis of Wright Investors' Service. Mr. Flament received a BS Mathematics,
Fairfield University; MA Mathematics, University of Massachusetts and an MBA
Finance, University of Bridgeport. He is a member of the New York Society of
Security Analysts and the Hartford Society of Financial Analysts.
<PAGE>
Wright places the portfolio security transactions for each Fund, which in some
cases may be effected in block transactions which include other accounts managed
by Wright. Wright provides similar services directly for bank trust departments.
Wright seeks to execute the Funds' portfolio security transactions on the most
favorable terms and in the most effective manner possible. Subject to the
foregoing, Wright may consider sales of shares of the Funds or of other
investment companies sponsored by Wright as a factor in the selection of
broker-dealer firms to execute such transactions.
Wright is also the investment adviser to the other Funds in The Wright Managed
Equity Trust, The Wright Managed Income Trust, The Wright Managed Blue Chip
Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds").
THE ADMINISTRATOR
Each Fund engages Eaton Vance as its administrator under an Administration
Agreement. Under the Administration Agreement, Eaton Vance is responsible for
managing the legal and business affairs of each Fund, subject to the supervision
of the Trust's Trustees. Eaton Vance's services include recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of each Fund's custodian and
transfer agent, providing assistance in connection with the Trustees' and
shareholders' meetings and other administrative services necessary to conduct
each Fund's business. Eaton Vance will not provide any investment management or
advisory services to the Funds. For its services under the Administration
Agreement, Eaton Vance receives monthly administration fees at the annual rates
(as a percentage of average daily net assets) set forth in the table below.
Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. In addition to acting as the administrator of the Funds,
Eaton Vance or its affiliates act as investment adviser to investment companies
and various individual and institutional clients with assets under management of
approximately $15 billion. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly held holding company. Eaton Vance Corp., through its
subsidiaries and affiliates, engages in investment management and marketing
activities, fiduciary and banking services, oil and gas operations, real estate
investment, consulting and management activities, and the development of
precious metals properties.
DISTRIBUTION EXPENSES
In addition to the fees and expenses payable by each Fund in accordance with the
Investment Advisory Contract and Administration Agreement, each Fund pays for
certain expenses pursuant to a Distribution Plan (the "Plan") adopted by the
Trust and designed to meet the requirements of Rule 12b-1 under the Investment
Company Act of 1940.
The Trust's Plan provides that monies may be spent by a Fund on any activities
primarily intended to result in the sale of the Fund's shares, including, but
not limited to, compensation paid to and expenses incurred by officers,
<TABLE>
<CAPTION>
Annual % Administration Fee Rates
--------------------------------------------- Fee Rates Fee Rate Paid
Under $100 Million to $250 Million to Over for the Fiscal Year
$100 Million $250 Million $500 Million $500 Million Ended 12/31/94
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (WBC) 0.20% 0.06% 0.03% 0.02% 0.13%
Wright Junior Blue Chip Equities Fund (WJBC) 0.20% 0.06% 0.03% 0.02% 0.20%
Wright Quality Core Equities Fund (WQC) 0.20% 0.06% 0.03% 0.02% 0.20%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Trustees, employees or sales representatives of the Trust, including telephone
expenses, the printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of sales literature, and advertising
of any type. The expenses covered by the Trust's Plan may include payments to
any separate distributors under agreement with the Trust for activities
primarily intended to result in the sale of the Trust's shares.
The Trust has entered into a distribution contract with Wright Investors'
Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly
owned subsidiary of Wright. Under the Plan, as amended, it is intended that each
Fund will pay 2/10 of 1% of its average daily net assets to WISDI. Subject to
the 2/10 of 1% per annum limitation imposed by the Plan, each Fund may pay
separately for expenses of any other activities primarily intended to result in
the sale of its shares.
The following table shows the distribution rate paid by each Fund for the fiscal
year ended December 31, 1994.
Distribution Rate
Paid as a % of
Fund's Average
Net Asset Value
- -------------------------------------------------------------------------------
Wright Selected Blue Chip Equities Fund
(WBC) 0.20%
Wright Junior Blue Chip Equities Fund
(WJBC) 0.20%
Wright Quality Core Equities Fund
(WQC) 0.20%
- -------------------------------------------------------------------------------
The Principal Underwriter may use the distribution fee for its expenses of
distributing each Fund's shares, including allocable overhead expenses. Any
distribution expenses exceeding the amounts paid by the Funds to the Principal
Underwriter were not incurred by the Principal Underwriter but were paid by
Wright from its own assets. Distribution expenses not specifically attributable
to a particular Fund are allocated among the Funds based on the amount of sales
of each Fund's shares resulting from the Principal Underwriter's distribution
efforts and expenditures. If the distribution fee exceeds the Principal
Underwriter's expenses, the Principal Underwriter may realize a profit from
these arrangements. The Trust's Plan is a compensation plan. If the Plan is
terminated, the Funds would stop paying the distribution fee and the Trustees
would consider other methods of financing the distribution of the Funds' shares.
WHO MAY PURCHASE FUND SHARES AND
WHAT IS A "PARTICIPATING TRUST DEPARTMENT"
The Funds' shares will not be offered to the public generally and may be
purchased only by Participating Trust Departments, either for their own account
or for the account of their clients, or by individual clients of Wright. A
Participating Trust Department is defined as the trust department of a trust
company, of a commercial bank or of a thrift institution, or as a corporation,
an employee benefit plan sponsor, or another institution which is acceptable to
the Trustees of the Trust and which utilizes the investment advisory services of
Wright or which serves as a fiduciary (including as a custodian or similar
agent) for investment funds of clients which utilize Wright. The purchase of a
Fund's shares alone does not satisfy the requirement that a Participating Trust
Department utilize the services of the Wright organization. Wright does not
intend to exclude from the calculation of the investment advisory fees it
charges Participating Trust Departments, the assets of Participating Trust
Departments which are invested in shares of the Funds. Accordingly, a
Participating Trust Department may pay an advisory fee to Wright as a client of
Wright in accordance with Wright's customary investment advisory fee schedule
charged to Participating Trust Departments and at the same time, as a
shareholder in a Fund, bear its share of the advisory fee paid by that Fund to
Wright as described above.
HOW THE FUNDS VALUE THEIR SHARES
The shares of each Fund are valued once on each day the New York Stock Exchange
(the "Exchange") is open as of the close of regular trading on the Exchange -
normally 4:00 p.m. New York time. The net asset value is determined by the
Funds' custodian (as agent for the Funds) in
<PAGE>
the manner authorized by the Trustees of the Trust. Such determination is
accomplished by dividing the number of outstanding shares of each Fund into its
net worth (the excess of its assets over its liabilities). Securities listed on
securities exchanges or in the NASDAQ National Market are valued at closing sale
prices. Unlisted or listed securities, for which closing sale prices are not
available, are valued at the mean between latest bid and asked prices.
Securities for which market quotations are unavailable, restricted securities,
and other assets are valued at their fair value as determined in good faith by
or at the direction of the Trustees of the Trust. (These valuation methods apply
to debt and fixed-income as well as to equity securities.) Short-term
obligations maturing in 60 days or less are valued at amortized cost, which
approximates market value.
HOW TO BUY SHARES
Shares of each Fund are sold without a sales charge at the net asset value next
determined after the receipt of a purchase order as described below. The minimum
initial purchase of shares is $1,000 per Fund, although this will be waived for
investments in 401(k) tax-sheltered retirement plans. There is no minimum amount
required for subsequent purchases. Each Fund reserves the right to reject any
order for the purchase of its shares or to limit or suspend, without prior
notice, the offering of its shares.
BY WIRE: Participating Trust Departments may purchase shares by transmitting
immediately available funds (Federal Funds) by wire to:
Federal Reserve Bank of Boston
A/C Investors Bank & Trust Company
for (specify name) Fund
Name and account number of Shareholder's Account
Initial purchase - When making an initial investment by wire, a Participating
Trust Department must first telephone the Order Department of the Funds at
800-225-6265 to advise of the action and to be assigned an account number. If
this telephone call is not made, it may not be possible to process the order
promptly. In addition, an Account Instructions form, which is available through
WISDI, should be promptly forwarded to The Shareholder Services Group, Inc. (the
"Transfer Agent") at the following address:
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
Subsequent Purchases - Additional investments may be made at any time through
the wire procedure described above. The Funds' Order Department must be
immediately advised by telephone at 800-225-6265 of each transmission of funds
by wire.
BY MAIL: Initial Purchases - The Account Instructions form available through
WISDI should be completed by a Participating Trust Department, signed and mailed
with a check, Federal Reserve Draft, or other negotiable bank draft, drawn on a
U.S. bank and payable in U.S. dollars, to the order of the Fund whose shares are
being purchased, as the case may be, and mailed to the Transfer Agent at the
above address.
Subsequent Purchases - Additional purchases may be made at any time by a
Participating Trust Department by check, Federal Reserve draft, or other
negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to the
order of the relevant Fund at the above address. The Participating Trust
Department sub-account, if any, to which the subsequent purchase is to be
credited should be identified together with the sub-account number and, unless
otherwise agreed, the name of the sub-account.
PURCHASE THROUGH EXCHANGE OF SECURITIES: Investors wishing to purchase shares of
a Fund through an exchange of portfolio securities should contact WISDI to
determine the acceptability of the securities and make the proper arrangements.
The shares of a Fund may be purchased, in whole or in part, by delivering to the
Fund's custodian securities that meet the investment objectives and policies of
the Fund, have readily ascertainable market prices and quotations and which are
otherwise acceptable to the Investment Adviser and the Fund. The Trust will only
accept securities in exchange for shares of the Fund for
<PAGE>
investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser will also require that
securities presented for exchange be listed on the New York Stock Exchange,
American Stock Exchange or NASDAQ. The Investment Adviser, WISDI and the Funds
reserve the right to reject all or any part of the securities offered in
exchange for shares of a Fund. An investor who wishes to make an exchange should
furnish to WISDI a list with a full and exact description of all of the
securities which he proposes to deliver. WISDI or the Investment Adviser will
specify those securities which the Fund is prepared to accept and will provide
the investor with the necessary forms to be completed and signed by the
investor. The investor should then send the securities, in proper form for
transfer, with the necessary forms to the Fund's custodian and certify that
there are no legal or contractual restrictions on the free transfer and sale of
the securities. Exchanged securities will be valued at their fair market value
as of the date that the securities in proper form for transfer and the
accompanying purchase order are both received by the Trust, using the procedures
for valuing portfolio securities as described under "How the Funds Value their
Shares" on page 14. However, if the Exchange is not open for unrestricted
trading on such date, such valuation should be on the next day on which such
Exchange is so open. The net asset value used for purposes of pricing shares
sold under the exchange program will be the net asset value next determined
following the receipt of both the securities offered in exchange and the
accompanying purchase order. Securities to be exchanged must have a minimum
aggregate value of $5,000. An exchange of securities is a taxable transaction
which may result in realization of a gain or loss for Federal and state income
tax purposes.
HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED
Upon the initial purchase of a Fund's shares, an account will be opened for the
account or sub-account of the Participating Trust Department. Subsequent
investments may be made at any time by mail to the Transfer Agent or by wire, as
noted above. Distributions paid in additional shares are credited to Fund
accounts quarterly. Confirmation statements indicating total shares of each Fund
owned in the account or each sub-account will be mailed to Participating Trust
Departments quarterly, and at the time of each purchase or redemption. The
issuance of shares will be recorded on the books of the relevant Fund. The Trust
does not issue share certificates.
DISTRIBUTIONS BY THE FUNDS
The Trust intends to pay dividends from the net investment income of each Fund
as shown on the Fund's books at least quarterly. Any net capital gains realized
from the sale of securities or other transactions in a Fund's portfolio (reduced
by any available capital loss carryforwards from prior years) will be paid at
least annually, shortly before or after the close of the Fund's fiscal year.
Shareholders may reinvest dividends and accumulate capital gains distributions,
if any, in additional shares of the same Fund at the net asset value as of the
ex-dividend date. Unless shareholders otherwise instruct, all distributions and
dividends will be automatically invested in additional shares of the same Fund.
Alternatively, shareholders may reinvest capital gains distributions and direct
that dividends be paid in cash, or that both dividends and capital gains
distributions be paid in cash. Any distributions received in cash may be
credited to an account at the Participating Trust Department.
TAXES
Each Fund is treated as a separate entity for Federal income tax purposes under
the Internal Revenue Code of 1986, as amended (the "Code"). Each Fund has
qualified and elected to be treated as a regulated investment company for
Federal income tax purposes and intends to continue to qualify as such. In order
to so qualify, each Fund must meet certain requirements with respect to sources
of income, diversification of assets, and distributions to shareholders. Each
Fund does not pay Federal income or excise taxes to the extent that it
distributes to its shareholders all of its net investment income and net
realized capital gains in accordance with the timing requirements of the Code.
In addition, each Fund will not be subject to income or corporate excise or
franchise taxes in Massachusetts
<PAGE>
as long as it qualifies as a regulated investment company under the Code.
In order to avoid Federal excise tax, the Code requires that each Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income for such year, at least 98% of the
excess of its realized capital gains over its realized capital losses (computed
on the basis of the one-year period ending on October 31 of such year, after
reduction by any available capital loss carryforwards, for the WBC and WJBC
Funds and at the election of the WQC Fund, for the year ended December 31, after
reduction by any available capital loss carryforwards, for the WQC Fund) and
100% of any income and capital gains from the prior year (as previously
computed) that was not paid out during such year and on which the Fund paid no
Federal income tax.
Distributions of net investment income and the excess of net short-term capital
gain over net long-term capital loss are taxable to shareholders as ordinary
income, whether received in cash or reinvested in additional shares. A portion
of distributions of net investment income made by a Fund which are derived from
dividends may qualify for the dividends-received deduction for corporations. The
dividends-received deduction is reduced to the extent the shares with respect to
which the dividends are received are treated as debt-financed under the Code and
is eliminated if the shares are deemed to have been held for less than a minimum
period, generally 46 days. Receipt of distributions qualifying for the deduction
may result in liability for the alternative minimum tax and/or reduction of the
tax basis of the corporate shareholder's shares.
Distributions of the excess of each Fund's net long-term capital gain over its
net short-term capital loss are taxable as long-term capital gains whether
received in cash or reinvested in additional shares, regardless of how long the
shareholder has held the Fund shares. The dividends received deduction does not
apply to distributions of such gains. Distributions on Fund shares shortly after
their purchase, although in effect a return of a portion of the purchase price,
are generally subject to Federal income tax.
Shareholders may realize a taxable gain or loss upon a redemption or exchange of
shares of a Fund. Any loss realized upon the redemption or exchange of shares
with a tax holding period of six months or less will be treated as a long-term
capital loss to the extent of any distribution of net long-term capital gains
with respect to such shares. All or a portion of a loss realized upon a
redemption or other disposition of Fund shares may be disallowed under "wash
sale" rules if other Fund shares are purchased (whether through reinvestment of
dividends or otherwise) within the period beginning 30 days before and ending 30
days after the date of such disposition.
Each Fund follows the accounting practice known as equalization, which may
affect the amount, timing and character of distributions.
Annually, shareholders of each Fund that are not exempt from information
reporting requirements will receive information on Form 1099 to assist in
reporting the prior calendar year's distributions and redemptions (including
exchanges) on Federal and state income tax returns. Dividends declared by a Fund
in October, November or December of any calendar year to shareholders of record
as of a date in such a month and paid the following January will be treated for
Federal income tax purposes as having been received by shareholders on December
31 of the year in which they are declared.
Under Section 3406 of the Code, individuals and other nonexempt shareholders who
have not provided to a Fund their correct taxpayer identification numbers and
certain required certifications will be subject to backup withholding of 31% on
distributions made by the Funds and on proceeds of redemptions or exchanges of
shares of the Funds. In addition, the Funds may be required to impose such
backup withholding if they are notified by the IRS or a broker that the taxpayer
identification number is incorrect or that backup withholding applies because of
underreporting of interest or dividend income. If such withholding is
applicable, such distributions and proceeds will be reduced by the amount of tax
required to be withheld.
Special tax rules apply to IRA accounts (including penalties on certain
distributions and other transactions) and to other special classes of investors,
such as tax-exempt organizations, banks or insurance companies. Investors should
consult their tax advisers for more information.
<PAGE>
Shareholders who are not United States persons should also consult their tax
advisers as to the potential application of certain U.S. taxes, including a 30%
U.S. withholding tax at the rate of 30% (or at a lower treaty rate) on dividends
representing ordinary income to them, and of foreign taxes to their investment
in the Funds.
Dividends and other distributions may, of course, also be subject to state and
local taxes. Shareholders should consult their own tax advisers with respect to
state and local tax consequences of investing in the Fund.
HOW TO EXCHANGE SHARES
Shares of any Fund may be exchanged for shares of the other Funds in The Wright
Managed Equity Trust, The Wright Managed Income Trust or The Wright EquiFund
Equity Trust at net asset value at the time of the exchange.
This exchange offer is available only in states where shares of such other Fund
may be legally sold. Each exchange is subject to a minimum initial investment of
$1,000 in each Fund.
The prospectus of each fund describes its investment objectives and policies and
shareholders should obtain a prospectus and consider these objectives and
policies carefully before requesting an exchange.
The Shareholder Services Group, Inc. makes exchanges at the next determined
net asset value after receiving a request in writing mailed to the address
provided under "How to Buy Shares."
Telephone exchanges are also accepted if the exchange involves shares valued at
less than $25,000 and on deposit with The Shareholder Services Group, Inc. and
the investor has not disclaimed in writing the use of the privilege. To effect
such exchanges, call The Shareholder Services Group, Inc. at 800-262-1122 or
within Massachusetts, 617-573-9403, Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). All such telephone exchanges must be registered in
the same name(s) and with the same address and social security or other taxpayer
identification number as are registered with the fund from which the exchange is
being made. Neither the Trust, the Principal Underwriter nor The Shareholder
Services Group, Inc. will be responsible for the authenticity of exchange
instructions received by telephone, provided that reasonable procedures have
been followed to confirm that instructions communicated are genuine, and if such
procedures are not followed, the Trust, the Funds, the Distributor or The
Shareholder Services Group, Inc. may be liable for any losses due to
unauthorized or fraudulent telephone instructions. Telephone instructions will
be tape recorded. In times of drastic economic or market changes, a telephone
exchange may be difficult to implement.
Additional documentation may be required for exchange requests if shares are
registered in the name of a corporation, partnership or fiduciary. Any exchange
request may be rejected by a Fund or the Principal Underwriter at its
discretion. Contact the Transfer Agent, The Shareholder Services Group, Inc.,
for additional information concerning the Exchange Privilege. The exchange
privilege may be changed or discontinued without penalty at any time.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege.
Shareholders should be aware that for Federal and state income tax purposes, an
exchange is a taxable transaction which may result in recognition of a gain or
loss.
HOW TO REDEEM OR SELL SHARES
Shares of a Fund will be redeemed at the net asset value next determined after
receipt of a redemption request in good order as described below. Proceeds will
be mailed within seven days of such receipt. However, at various times a Fund
may be requested to redeem shares for which it has not yet received good
payment. If the shares to be redeemed represent an investment made by check,
each Fund may delay payment of redemption proceeds until the check has been
collected which, depending upon the location of the issuing bank, could take up
to 15 days. For Federal and state income tax purposes, a redemption of shares is
a taxable transaction which may result in recognition of a gain or loss.
<PAGE>
BY TELEPHONE: Participating Bank Trust Departments, who have given written
authorization in advance, may effect a redemption by calling the Funds' Order
Department at 800-225-6265 (8:30 a.m. to 4:00 p.m. Eastern time). In times when
the volume of telephone redemptions is heavy, additional phone lines will
automatically be added by the Funds. However, in times of drastic economic or
market changes, a telephone redemption may be difficult to implement. When
calling to make a telephone redemption, shareholders should have available their
account number. A telephone redemption will be made at the day's net asset
value, provided that the telephone redemption request is received prior to 4:00
p.m. on that day. Telephone redemption requests received after 4:00 p.m. will be
effected at the net asset value determined for the next trading day. Payment
will be made by wire transfer to the bank account designated and normally, as
indicated above, within one business day after receipt of the redemption request
in good order. Participating Trust Departments may make redemptions and deposit
the proceeds in checking or other accounts of clients, as specified in
instructions furnished to the Funds at the time of initially purchasing Fund
shares. Neither the Trust, the Principal Underwriter nor The Shareholder
Services Group, Inc. will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures have
been followed to confirm that instructions communicated are genuine, and if such
procedures are not followed, the Trust, the Funds, the Distributor or The
Shareholder Services Group, Inc. may be liable for any losses due to
unauthorized or fraudulent telephone instructions.
BY MAIL: A Participating Trust Department may also redeem all or any number of
shares at any time by mail by delivering the request with a stock power to the
Transfer Agent, The Shareholder Services Group, Inc., Wright Managed Investment
Funds, BOS 725, P.O. Box 1559, Boston, Massachusetts 02104. As in the case of
wire requests, payments will normally be made within one business day after
receipt of the redemption request in good order. Good order means that written
redemption requests or stock powers must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to The
Shareholder Services Group, Inc. In addition, in some cases, good order may
require the furnishing of additional documents, such as where shares are
registered in the name of a corporation, partnership or fiduciary.
The right to redeem shares of a Fund and to receive payment therefore may be
suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Although the Funds normally intend to redeem shares in cash, each Fund, subject
to compliance with applicable regulations, reserves the right to deliver the
proceeds of redemptions in the form of portfolio securities if deemed advisable
by the Trustees. The value of any such portfolio securities distributed will be
determined in the manner described under "How the Funds Value Their Shares" and
may be more or less than a shareholder's cost depending upon the market value of
portfolio securities at the time the redemption is made. If the amount of a
Fund's shares to be redeemed for a Participating Trust Department sub-account
within a 90-day period exceeds the lesser of $250,000 or 1% of the aggregate net
asset value of the Fund at the beginning of such period, such Fund reserves the
right to deliver all or any part of such excess in the form of portfolio
securities. If portfolio securities were distributed in lieu of cash, the
shareholder would normally incur transaction costs upon the disposition of any
such securities.
Due to the relatively high cost of maintaining small accounts, each Fund
reserves the right to redeem fully at net asset value any Fund account
(including accounts of clients of Participating Trust Departments) which at any
time, due to redemption or transfer, amounts to less than $1,000 for
<PAGE>
that Fund; any shareholder who makes a partial redemption which reduces his
account in a Fund to less than $1,000 would be subject to the Fund's right to
redeem such account. However, no such redemption would be required by the Fund
if the cause of the low account balance was a reduction in the net asset value
of Fund shares. Prior to the execution of any such redemption, notice will be
sent and the Participating Trust Department will be allowed 60 days from the
date of notice to make an additional investment to meet the required minimum of
$1,000 per Fund.
OTHER INFORMATION
The Trust is a business trust established under Massachusetts law and is a
no-load, open-end management investment company. The Trust was established
pursuant to a Declaration of Trust dated June 17, 1982, as amended and restated
December 21, 1987.
The Trust's shares of beneficial interest have no par value. Shares of the Trust
may be issued in two or more series or "Funds". The Trust currently has three
Funds which are offered hereby. (The Trust also has one additional series -
Wright International Blue Chip Equities Fund - that is being offered under a
separate prospectus.) Each Fund's shares may be issued in an unlimited number by
the Trustees of the Trust. Each share of a Fund represents an equal
proportionate beneficial interest in that Fund and, when issued and outstanding,
the shares are fully paid and non-assessable by the relevant Fund. Shareholders
are entitled to one vote for each full share held. Fractional shares may be
voted in proportion to the amount of the net asset value of a Fund which they
represent. Voting rights are not cumulative, which means that the holders of
more than 50% of the shares voting for the election of the Trustees of the Trust
can elect 100% of the Trustees and, in such event, the holders of the remaining
less than 50% of the shares voting on the matter will not be able to elect any
Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of a Fund, shareholders are entitled to share pro
rata in the net assets of the particular Fund available for distribution to
shareholders, and in any general assets of the Trust not allocated to a
particular Fund by the Trustees.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders 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
shareholders. In such an event, the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's by-laws, the Trustees shall continue to hold office and may
appoint successor Trustees. The Trustees shall only be liable in cases of their
willful misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
The Trust's by-laws provide that no persons shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The by-laws further provide
that the Trustees shall promptly call a meeting of shareholders for the purpose
of voting upon a question of removal of a Trustee when requested so to do by the
record holders of not less than 10 per centum of the outstanding shares.
TAX-SHELTERED RETIREMENT PLANS
The Funds are suitable investments for individual retirement account plans for
individuals and their non-employed spouses, pension and profit sharing plans for
self-employed individuals, corporations and non-profit organizations, or 401(k)
tax-sheltered retirement plans. The minimum initial purchase of $1,000 for each
Fund will be waived for investments in 401(k) plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or call
(203) 330-5060
<PAGE>
- ------------------------------------------------------------------------------
Description of art work on back cover of Prospectus.
Two thin blue vertical lines on the right side of the page.
- ------------------------------------------------------------------------------
WRIGHT TRUE BLUE CHIP
EQUITY INVESTMENT FUNDS
PROSPECTUS
MAY 1, 1995
THE WRIGHT MANAGED EQUITY TRUST
INVESTMENT ADVISER
Wright Investors' Service
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
PRINCIPAL UNDERWRITER
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
ADMINISTRATOR
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1995
===============================================================================
THE WRIGHT MANAGED EQUITY TRUST
24 Federal Street
Boston, Massachusetts 02110
- -------------------------------------------------------------------------------
Wright Quality Core Equities Fund
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
- -------------------------------------------------------------------------------
TABLE OF CONTENTS PAGE
General Information And History........................ 2
Investment Objectives And Policies..................... 3
Investment Restrictions................................ 5
Officers And Trustees.................................. 6
Control Persons And Principal Holders Of Shares........ 8
Investment Advisory And Administrative Services........ 8
Custodian.............................................. 11
Independent Certified Public Accountants............... 11
Brokerage Allocation................................... 12
Fund Shares And Other Securities....................... 13
Purchase, Exchange, Redemption And Pricing Of Shares... 13
Principal Underwriter.................................. 14
Calculation Of Performance And Yield Quotations........ 16
Financial Statements................................... 18
Appendix ..................................................36
THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE CURRENT COMBINED PROSPECTUS OF THE WRIGHT MANAGED EQUITY
TRUST (THE "TRUST" OR THE "EQUITY TRUST") OFFERING THE ABOVE FUNDS DATED MAY 1,
1995; A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS'
SERVICE GENERAL INFORMATION AND HISTORYTTE BOULEVARD, BRIDGEPORT, CONNECTICUT
06604 (800-888-9471).
<PAGE>
The Trust is a no-load, open-end management investment company organized in
1982 as a Massachusetts business trust. The Trust has three series described
herein (the "Funds" or the "Equity Funds") plus one series offered under a
separate prospectus and statement of additional information. Each Fund is a
diversified fund.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees of the Trust unless and until
such time as less than a majority of the Trustees of the Trust holding office
have been elected by its shareholders. In such an event, the Trustees then in
office will call a shareholders' meeting for the election of Trustees. Subject
to the foregoing circumstances, the Trustees will continue to hold office and
may appoint successor or new Trustees except that, pursuant to provisions of the
Investment Company Act of 1940 (the "1940 Act"), which are set forth in the
By-Laws of the Trust, the shareholders can remove one or more of its Trustees.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of such Trust or, if the interests of a
particular Fund are affected, a majority of such Fund's outstanding shares. The
Trustees are authorized to make amendments to a Declaration of Trust that do not
have a material adverse effect on the interests of shareholders. The Trust may
be terminated (i) upon the sale of the Trust's assets to another diversified
open-end management investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the Trustees recommend
such sale of assets, the approval by the vote of a majority of the outstanding
shares will be sufficient, or (ii) upon liquidation and distribution of the
assets of the Trust, if approved by a majority of its Trustees or by the vote of
a majority of the Trust's outstanding shares. If not so terminated, the Trust
may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The risk of any shareholder incurring any liability for the
obligations of the Trust is extremely remote.
The Trust has retained Wright Investors' Service of Bridgeport, Connecticut
("Wright") as investment adviser to carry out the management, investment and
reinvestment of its assets. The Trust has retained Eaton Vance Management
("Eaton Vance"), 24 Federal Street, Boston, Massachusetts 02110, as
administrator of its business affairs.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund is to provide long-term growth of
capital and at the same time earn reasonable current income. The investment
objective and policies of the Equity Funds may be changed by the Trustees
without a vote of the Equity Funds' shareholders. Securities selected for each
Fund are drawn from an investment list prepared by Wright and known as The
Approved Wright Investment List (the "AWIL").
APPROVED WRIGHT INVESTMENT LIST (AWIL). Wright systematically reviews about
3,000 U.S. companies in its proprietary database in order to identify those
which, on the basis of at least five years of audited records, pass the minimum
standards of prudence (e.g. the value of its assets and shareholders' equity
exceeds certain minimum standards and the company's operations have been
profitable during the last three years) and thus are suitable for consideration
by fiduciary investors. Companies which meet these requirements (about 1,600
companies) are considered by Wright to be "investment grade." They may be large
or small, may have their securities traded on exchanges or over the counter, and
may include companies not currently paying dividends on their shares.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet Wright's 32 fundamental standards of
investment quality. Only those companies which meet or exceed all of these
standards are eligible for selection by the Wright Investment Committee for
inclusion in the AWIL.
All companies on the AWIL are, in the opinion of Wright, soundly financed
"True Blue Chips" with established records of earnings profitability and equity
growth. All have established investment acceptance and active, liquid markets
for their publicly owned shares.
WRIGHT QUALITY CORE EQUITIES FUND (WQC). This Fund seeks to enhance total
investment return (consisting of price appreciation plus income) by providing
management of a broadly diversified portfolio of equity securities of
well-established companies meeting strict quality standards. The Fund will,
through continuous professional investment supervision by Wright, pursue these
objectives by investing in a diversified portfolio of common stocks of what are
believed to be high-quality, well-established and profitable companies.
This Fund is quality oriented and is suitable for a total equity account
or as a base portfolio for accounts with multiple objectives. Investments,
except for temporary defensive investments, will be made solely in companies on
the AWIL. In selecting companies from the AWIL for this portfolio, the
Investment Committee of Wright Investors' Service selects, based on quantitative
formulae, those companies which are expected to do better over the intermediate
term. The quantitative formulae take into consideration factors such as
over/under valuation and compatibility with current market trends. Investments
in the portfolio are equally weighted in the selected securities.
The disciplines which determine sale include preventing individual
holdings from exceeding 2 1/2 times their normal value position in this Fund and
requiring the sale of the securities of any company which no longer meets the
standards of the AWIL. Also, portfolio holdings which fall in the unfavorable
category based on the quantitative formulae described above are generally sold.
The disciplines which determine purchase provide that new funds, income from
securities currently held, and proceeds of sales of securities will be used to
increase those positions which at current market are the furthest below their
normal target values and to purchase companies which become eligible for the
portfolio as described above.
<PAGE>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND (WBC). This Fund seeks to enhance
the total investment return (consisting of price appreciation plus income) by
providing active management of equity securities of well-established companies
meeting strict quality standards. Equity securities are limited to those
companies whose current operations reflect defined, quantified characteristics
which have been identified by Wright as being likely to provide comparatively
superior total investment return. The process selects approximately two-thirds
of the WQC companies on the basis of Wright's evaluation of their outlook.
Investments are equally weighted.
The disciplines which determine sale include preventing individual
holdings from exceeding 2 1/2 times their normal value position in this Fund,
preventing the retention of the securities of any company which no longer meets
the standards of the AWIL, and liquidating portfolio holdings which cease to
meet the outlook criteria described above. The disciplines which determine
purchase provide that new funds, income from securities currently held, and
proceeds of sales of securities will be used to increase those positions which
at current market values are the furthest below their normal target values and
to purchase companies which become eligible for the portfolio.
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND (WJBC). This Fund seeks to enhance
the total investment return (consisting of price appreciation plus income) by
providing management of equity securities of smaller companies still
experiencing their rapid growth period. Equity securities selected are limited
to those companies selected for the WQC Fund which when sorted by stock market
capitalization represent the smaller companies on the list. Investments are
equally weighted.
A series of disciplines controls the purchase and sale of securities for
the Wright Junior Blue Chip Equities Fund. Each company is reviewed on a
continuous basis by Wright's Investment Committee in order to assure that it
continues to meet all of the required characteristics of investment quality,
financial strength, profitability and stability and growth. These disciplines
are believed to limit the financial risk which is sometimes associated with
investment in smaller companies. However, somewhat higher volatility of market
pricing and greater variability of individual stock investment returns can be
expected in this Fund as compared to the Wright Selected Blue Chip Equities
Fund, which is invested in larger companies.
POLICIES FOR ALL EQUITY FUNDS. It is the policy of the Funds to hold cash
or temporarily invest in cash-equivalent securities (high-quality, short-term,
fixed-income debt securities) whenever this is deemed to be in the best
interests of the shareholders for any reason, which would include the investment
adviser's expectation of a substantial stock market decline. Such defensive
investments will normally be limited to that percentage of Fund assets which is
considered to be desirable under the then prevailing economic and stock market
conditions, normally no more than approximately 20% of a Fund's assets.
Accordingly, it is intended that each Fund remain at least 80% invested in
equity securities at all times, and this is a fundamental investment policy that
may only be changed by the vote of a majority of such Fund's outstanding voting
securities. The Fund may, for defensive purposes, temporarily exceed this 20%
limit if Wright believes that this would be advisable in view of what it
considers extraordinary economic and stock market conditions. In practice,
Wright does not anticipate adopting a defensive position in the Wright Quality
Core Equities Fund (WQC) or the Wright Junior Blue Chip Equities Fund (WJBC)
except in the most extraordinary economic and stock market conditions and
intends to avoid adopting a defensive position in the Wright Selected Blue Chip
Equities Fund (WBC) during periods of normal market fluctuations.
<PAGE>
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by each Fund and may be
changed as to a Fund only by the vote of a majority of the Fund's outstanding
voting securities, which as used in this Statement of Additional Information
means the lesser of (a) 67% of the shares of the Fund if the holders of more
than 50% of the shares are present or represented at the meeting or (b) more
than 50% of the shares of the Fund. Accordingly, the Trust may not:
(1) Borrow money in excess of 1/3 of the current market value of the net
assets of any Fund (excluding the amount borrowed) and then only if
such borrowing is incurred as a temporary measure for extraordinary or
emergency purposes or to facilitate the orderly sale of portfolio
securities to accommodate redemption requests; or issue any securities
of a Fund other than its shares of beneficial interest except as
appropriate to evidence indebtedness which the Fund is permitted to
incur. To the extent that a Fund purchases additional portfolio
securities while such borrowings are outstanding, that particular Fund
may be considered to be leveraging its assets, which entails the risks
that the costs of borrowing may exceed the return from the securities
purchased. (The Trust anticipates paying interest on borrowed money at
rates comparable to a Fund's yield and the Trust has no intention of
attempting to increase any Fund's net income by means of borrowing);
(2) Pledge, mortgage or hypothecate its assets to an extent greater than
1/3 of the total assets of a Fund taken at market;
(3) Invest more than 5% of a Fund's total assets taken at current market
value in the securities of any one issuer or allow a Fund to purchase
more than 10% of the voting securities of any one issuer;
(4) Purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Trust or its
manager, investment adviser or administrator who own individually more
than 1/2 of 1% of the issuer's securities;
(5) Purchase securities on margin or make short sales except sales
against the box, write or purchase or sell any put options,or purchase
warrants;
(6) Buy or sell real estate, commodities, or commodity contracts unless
acquired as a result of ownership of securities;
(7) Purchase any securities which would cause more than 25% of the market
value of a Fund's total assets at the time of such purchase to be
invested in the securities of issuers having their principal business
activities in the same industry, provided that there is no limitation
in respect to investments in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities;
(8) Underwrite securities issued by other persons except insofar as the
Trust may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;
(9) Make loans, except i) through the loan of a portfolio security, (ii)
by entering into repurchase agreements and (iii) to the extent that the
purchase of debt instruments for a Fund in accordance with the Trust's
investment objective and policies may be deemed to be loans; or
<PAGE>
(10) Purchase from or sell to any of its Trustees or officers, its manager,
administrator or investment adviser, its principal underwriter, if any,
or the officers or directors of said manager, administrator, investment
adviser or principal underwriter, portfolio securities of any Fund.
Although not a matter of fundamental policy, the Trust has no current
intention of entering into repurchase agreements on behalf of any Fund. In
addition, each Fund will not invest (1) more than 15% of its net assets in
illiquid investments, including repurchase agreements maturing in more than
seven days, securities that are not readily marketable and restricted securities
not eligible for resale pursuant to Rule 144A under the Securities Act of 1933
(the "1933 Act"); (2) more than 10% of its net assets in restricted securities,
excluding securities eligible for resale pursuant to Rule 144A or foreign
securities which are offered or sold outside the United States in accordance
with Regulation S under the 1933 Act; or (3) more than 15% of its net assets in
restricted securities (including those eligible for resale under Rule 144A).
If a percentage restriction contained in any Fund's investment policies is
adhered to at the time of investment, a later increase or decrease in the
percentage resulting from a change in the value of portfolio securities or the
Fund's net assets will not be considered a violation of such restriction.
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as indicated,
each individual has held the office shown or other offices in the same company
for the last five years. Those Trustees who are "interested persons" of the
Trust, Wright, Eaton Vance, Eaton Vance's wholly-owned subsidiary, Boston
Management and Research ("BMR"), Eaton Vance's parent, Eaton Vance Corp.
(`EVC'), or by Eaton Vance's Trustee, Eaton Vance, Inc. ("EV") as defined in the
1940 Act by virtue of their affiliation with either the Trust, Wright, Eaton
Vance, EVC or EV, are indicated by an asterisk (*).
PETER M. DONOVAN (52), PRESIDENT AND TRUSTEE*
President and Director of Wright Investors' Service; Vice President, Treasurer
and a Director of Wright Investors' Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (68), VICE PRESIDENT, SECRETARY AND TRUSTEE*
Vice President of Eaton Vance, BMR, EV and EVC and Director, EV and EVC;
Director, Trustee and officer of various investment companies managed by Eaton
Vance or BMR; Director, Investors Bank & Trust Company
Address: 24 Federal Street, Boston, MA 02110
WINTHROP S. EMMET (84), TRUSTEE
Attorney at Law, Stockbridge, MA; Trust Officer, First National City Bank,
New York, NY (1963-1971)
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (71), TRUSTEE
President Emeritus, University of Bridgeport (1987 - present); President,
University of Bridgeport (1974-1987) Director, United Illuminating Company
Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490
<PAGE>
A. M. MOODY III (58), VICE PRESIDENT & TRUSTEE*
Senior Vice President, Wright Investors' Service; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (76), TRUSTEE
Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport,
CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of
Directors, Southern Connecticut Gas Company; Chairman, Board of Directors,
COSINE
Address: 125 Gull Circle North, Daytona Beach, FL 32119
GEORGE R. PREFER (60), TRUSTEE
Retired President and Chief Executive Officer, Muller Data Corp., New York, NY
(President 1983-1986) (1989-1990); President and Chief Executive Officer,
InvestData Corporation, A Mellon Financial Services Company (1986-1989)
Address: 7738 Silver Bell Drive, Sarasota, FL 34241
RAYMOND VAN HOUTTE (70), TRUSTEE
President Emeritus and Counselor of The Tompkins County Trust Company, Ithaca,
NY since January 1989; President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
1987-1988; Director, McGraw Housing Company, Inc., Deanco, Inc.,
Evaporated Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JUDITH R. CORCHARD (56), VICE PRESIDENT
Executive Vice President, Senior Investment Officer, Vice Chairman of The
Investment Committee and Director, Wright Investors' Service.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (50), TREASURER
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (59), ASSISTANT TREASURER AND ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (43), ASSISTANT TREASURER
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Austin was elected
Assistant Treasurer of the Trust on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
RICHARD E. HOUGHTON (64), ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV.
Officer of various investment companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JOHN P. RYNNE (52), ASSISTANT SECRETARY
Vice President and Comptroller of Eaton Vance,BMR and EV and Comptroller of EVC.
Address: 24 Federal Street, Boston, MA 02110
All of the Trustees and officers hold identical positions with The Wright
Managed Income Trust, The Wright Managed Blue Chip Series Trust (except Mr.
Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those
Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who
are not affiliated persons of the Trust are paid by the Funds and other series
of the Trust. They also received additional payments from other investment
companies for which Wright provides investment advisory services. The Trustees
who are "interested persons" of the Trust receive no compensation from the
Trust. For Trustee compensation for the fiscal year ended December 31, 1994, see
the following table.
<PAGE>
COMPENSATION TABLE
Fiscal Year Ended December 31, 1994
Registrant - The Wright Managed Equity Trust
Registered Investment Companies - 4
Aggregate Com- Esti- Total
pensation from ThePension mated Compen-
Wright Managed Benefits Annual sation
Trustees Equity Trust Accrued Benefits Paid(1)
- ------------------------------------------------------------------------------
Winthrop S. Emmet $1,100 None None $5,000
Leland Miles $1,100 None None $5,000
Lloyd F. Pierce $1,100 None None $5,000
George R. Prefer $1,100 None None $5,000
Raymond Van Houtte $1,100 None None $5,000
- ------------------------------------------------------------------------------
(1) Total compensation paid is from The Wright Managed Equity Trust (4 Funds)
and the other boards in the Wright Fund complex (19 Funds) for a total of 23
Funds.
Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the
Special Nominating Committee of the Trustees of the Trust. The Special
Nominating Committee's function is selecting and nominating individuals to fill
vacancies, as and when they occur, in the ranks of those Trustees who are not
"interested persons" of the Trust, Eaton Vance or Wright. The Trust does not
have a designated audit committee since the full board performs the functions of
such committee.
CONTROL PERSONS AND
PRINCIPAL HOLDERS OF SHARES
As of March 31, 1995, the Trustees and officers of the Trust, as a group, owned
in the aggregate less than 1% of the outstanding shares of any Fund. The Funds'
shares are held primarily by Participating Trust Departments either for their
own account or for the accounts of their clients. From time to time, several of
these Participating Trust Departments are the record owners of 5% or more of the
outstanding shares of a particular Fund. To date, the Funds' experience has been
that such shareholders do not continuously hold in excess of 5% or more of a
Fund's outstanding shares for extended periods of time. Should a shareholder
continuously hold 5% or more of a Fund's outstanding shares for an extended
period of time (a period in excess of a year), this would be disclosed by an
amendment to this Statement of Additional Information showing such shareholder's
name, address and percentage of ownership. Upon request, the Trust will provide
shareholders with a list of all shareholders holding 5% or more of a Fund's
outstanding shares as of a current date.
As of March 31, 1995, the number of Participating Trust Departments which
were the record owners of more than 5% of the outstanding shares of the Funds
was as follows: WBC, 4; WJBC, 4; and WQC, 6.
INVESTMENT ADVISORY
AND ADMINISTRATIVE SERVICES
The Trust has engaged Wright to act as each Fund's investment adviser pursuant
to an Investment Advisory Contract dated December 21, 1987 (the "Investment
Advisory Contract"). Wright, located at 1000 Lafayette Boulevard, Bridgeport,
Connecticut, was founded in 1960 and currently provides investment services to
clients throughout the United States and abroad. John Winthrop Wright may be
considered a controlling person of Wright by virtue of his position as Chairman
of the Board of Directors of Wright, and by reason of his ownership of more than
a majority of the outstanding shares of Wright.
The Investment Advisory Contract provides that Wright will carry out the
investment and reinvestment of the assets of the Funds, will furnish
continuously an investment program with respect to the Funds, will determine
which securities should be purchased, sold or exchanged, and will implement such
determinations. Wright will furnish to the Funds investment advice and
management services, office space, equip-
<PAGE>
<TABLE>
<CAPTION>
Annual % Advisory Fee Rate
------------------------------------------ Fee Earned Fee Earned Fee Earned
Under $100 Mil $250 Mil $500 Mil Over for Fiscal for Fiscal for Fiscal
$100- to to to $1 Yr Ended Yr Ended Yr Ended
Million $250 Mil $500 Mil $1 Billion Billion 12/31/92 12/31/93 12/31/94
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (WBC) 0.55% 0.69% 0.67% 0.63% 0.58% $997,071 $1,042,731 $1,169,165
Wright Junior Blue Chip Equities Fund (WJBC) 0.55% 0.69% 0.67% 0.63% 0.58% $453,476 $364,034 $ 322,161
Wright Quality Core Equities Fund (WQC) 0.45% 0.59% 0.57% 0.53% 0.48% $308,574 $391,623 $ 332,192
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
ment and clerical personnel, and investment advisory, statistical and
research facilities. In addition, Wright has arranged for certain members of
the Eaton Vance and Wright organizations to serve without salary as officers
or Trustees of the Trust. In return for these services, each Fund is obligated
to pay a monthly advisory fee calculated at the rates set forth in the table
above.
Wright does not intend to exclude from the calculation of the investment
advisory fees it charges Participating Trust Departments the assets of
Participating Trust Departments which are invested in shares of the Funds.
Accordingly, a Participating Trust Department may pay an advisory fee to Wright
as a client of Wright in accordance with Wright's customary investment advisory
fee schedule charged to Participating Trust Departments and at the same time, as
a shareholder in a Fund, bear its share of the advisory fee paid by the Fund to
Wright as described above.
The Trust has engaged Eaton Vance to act as the administrator for each Fund
pursuant to an Administration Agreement dated December 21, 1987 and re-executed
November 1, 1990. Eaton Vance, or its affiliates, act as investment adviser to
investment companies and various individual and institutional clients with
assets under management of approximately $15 billion. Eaton Vance is a
wholly-owned subsidiary of EVC, a publicly held holding company.
Under the Administration Agreement, Eaton Vance is responsible for managing
the business affairs of each Fund, subject to the supervision of the Trust's
Trustees. Eaton Vance services include recordkeeping, preparation and filing of
documents required to comply with Federal and state securities laws, supervising
the activities of the Trust's custodian and transfer agent, providing assistance
in connection with the Trustees' and shareholders' meetings and other
administrative services necessary to conduct each Fund's business. Eaton Vance
will not provide any investment management or advisory services to the Funds.
For its services under the Administration Agreement, Eaton Vance receives
monthly administration fees at the annual rates set forth in the following
table.
<TABLE>
<CAPTION>
Annual % Administration Fee Rates
------------------------------------- Fee Earned Fee Earned Fee Earned
Under $100 Mil $250 Mil Over for Fiscal for Fiscal for Fiscal
$100 to to $500 Yr Ended Yr Ended Yr Ended
Million $250 Mil $500 Mil Million 12/31/92 12/31/93 12/31/94
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (WBC) 0.20% 0.06% 0.03% 0.02% $238,876 $242,846 $253,840
Wright Junior Blue Chip Equities Fund (WJBC) 0.20% 0.06% 0.03% 0.02% $160,552 $132,376 $117,150
Wright Quality Core Equities Fund (WQC) 0.20% 0.06% 0.03% 0.02% $137,144 $174,054 $147,641
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner,
James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the
same persons and John G.L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman,
and Mr. Gardner is president and chief executive officer of EVC, Eaton Vance,
BMR and EV. All of the issued and outstanding shares of Eaton Vance and of EV
are owned by EVC. All of the issued and outstanding shares of BMR are owned by
Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires on December 31, 1996, the Voting
Trustees of which are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The
Voting Trustees have unrestricted voting rights for the election of Directors of
EVC. All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of March 31, 1995, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts and Messrs.
Rowland and Brigham owned 15% and 13%, respectively, of such voting trust
receipts. Messrs. Brigham and Rynne are officers or Trustees of the Trust, and
are members of EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin,
Houghton and O'Connor and Ms. Sanders, are officers of the Trust, and are also
members of the Eaton Vance, BMR and EV organizations. Eaton Vance will receive
the fees paid under the Administration Agreement.
Eaton Vance owns all of the stock of Energex Corporation which is engaged
in oil and gas operations. EVC owns all of the stock of Marblehead Energy Corp.
(which engages in oil and gas operations) and 77.3% of the stock of Investors
Bank & Trust Company, the Funds' custodian, which provides custodial, trustee
and other fiduciary services to investors, including individuals, employee
benefit plans, corporations, investment companies, savings banks and other
institutions. In addition, Eaton Vance owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment and consulting and
management, and of Fulcrum Management, Inc. and MinVen, Inc., which are engaged
in the development of precious metal properties. EVC, EV, Eaton Vance and BMR
may also enter into other businesses.
The Trust will be responsible for all of its expenses not assumed by Wright
under the Investment Advisory Contract or by Eaton Vance under the
Administration Agreement, including, without limitation, the fees and expenses
of its custodian and transfer agent, including those incurred for determining
each Fund's net asset value and keeping each Fund's books; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements, and other expenses of shareholders'
meetings; insurance premiums; printing and mailing expenses; interest, taxes and
corporate fees; legal and accounting expenses; expenses of Trustees not
affiliated with Eaton Vance or Wright; distribution expenses incurred pursuant
to the Trust's distribution plan; and investment advisory and administration
fees. The Trust will also bear expenses incurred in connection with litigation
in which the Trust is a party and the legal obligation the Trust may have to
indemnify its officers and Trustees with respect thereto.
The Trust's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1996. The Trust's Investment Advisory
Contract may be continued with respect to a Fund from year to year thereafter so
long as such continuance after February 28, 1996 is approved at least annually
(i) by the vote of a majority of the Trustees
<PAGE>
who are not "interested persons" of the Trust, Eaton Vance or Wright cast
in person at a meeting specifically called for the purpose of voting on such
approval and (ii) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding shares of that Fund. The Trust's Administration Agreement may
be continued from year to year after February 28, 1996 so long as such
continuance is approved annually by the vote of a majority of the Trustees. Each
agreement may be terminated as to a Fund at any time without penalty on sixty
(60) days' written notice by the Board of Trustees or Directors of either party,
or by vote of the majority of the outstanding shares of that Fund, and each
agreement will terminate automatically in the event of its assignment. Each
agreement provides that, in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or duties to the Trust under
such agreement on the part of Eaton Vance or Wright, Eaton Vance or Wright will
not be liable to the Trust for any loss incurred. The Trust's Investment
Advisory Contract and Administration Agreement were most recently approved by
its Trustees, including the "non-interested Trustees," at a meeting held on
January 25, 1995 and by the shareholders of each of the Funds at a meeting held
on December 9, 1987.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 24 Federal Street, Boston, Massachusetts
(a 77.3% owned subsidiary of EVC) acts as custodian for the Funds. IBT has the
custody of all cash and securities of the Funds, maintains the Funds' general
ledgers and computes the daily net asset value per share. In such capacity it
attends to details in connection with the sale, exchange, substitution, transfer
or other dealings with the Funds' investments, receives and disburses all funds
and performs various other ministerial duties upon receipt of proper
instructions from the Funds. IBT charges custody fees which are competitive
within the industry. A portion of the custody fee for each fund served by IBT is
based upon a schedule of percentages applied to the aggregate assets of those
funds managed by Eaton Vance for which IBT serves as custodian, the fees so
determined being then allocated among such funds relative to their size. These
fees are then reduced by a credit for cash balances of the particular fund at
IBT equal to 75% of the 91-day, U.S. Treasury Bill auction rate applied to the
particular fund's average daily collected balances for the week. In addition,
each fund pays a fee based on the number of portfolio transactions and a fee for
bookkeeping and valuation services. During the fiscal year ended December 31,
1994, the Funds paid IBT the following amounts under these arrangements.
Wright Selected Blue Chip Equities Fund (WBC)..$57,774
Wright Junior Blue Chip Equities Fund (WJBC)...$27,815
Wright Quality Core Equities Fund (WQC)........$32,641
EVC and its affiliates and its officers and employees from time to time
have transactions with various banks, including the Funds' custodian, IBT. Those
transactions with IBT which have occurred to date have included loans to certain
of Eaton Vance's officers and employees. It is Eaton Vance's opinion that the
terms and conditions of such transactions were not and will not be influenced by
existing or potential custodian or other relationships between the Funds and
IBT.
INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the Trust's
independent certified public accountants, providing audit services, tax return
preparation, and assistance and consultation with respect to the preparation of
filings with the Securities and Exchange Commission.
<PAGE>
BROKERAGE ALLOCATION
Wright places the portfolio security transactions for each Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute portfolio security transactions on the most
favorable terms and in the most effective manner possible. In seeking best
execution, Wright will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the size and type of the transaction, the nature and
character of the markets for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the reputation,
experience and financial condition of the broker-dealer and the value and
quality of service rendered by the broker-dealer in other transactions, and the
reasonableness of the brokerage commission or markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Funds may give consideration to those firms
which supply brokerage and research services, quotations and statistical and
other information to Wright for their use in servicing their accounts. The Funds
may include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less than all of their accounts and
the services and information furnished by a particular firm may not necessarily
be used in connection with the account which paid brokerage commissions to such
firm. The advisory fee paid by the Funds to Wright is not reduced as a
consequence of Wright's receipt of such services and information. While such
services and information are not expected to reduce Wright's normal research
activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if it should
attempt to develop comparable services and information through its own staff.
Subject to the requirement that Wright shall use its best efforts to seek
to execute each Fund's portfolio security transactions at advantageous prices
and at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom a Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Funds or of other investment companies
sponsored by Wright. This policy is consistent with a rule of the National
Association of Securities Dealers, Inc., which rule provides that no firm which
is a member of the Association shall favor or disfavor the distribution of
shares of any particular investment company or group of investment companies on
the basis of brokerage commissions received or expected by such firm from any
source.
Under the Trust's Investment Advisory Contract, Wright has the authority to
pay commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met. This authority will not be exercised, however, until the
Funds' Prospectus or this Statement of Additional Information has been
supplemented or amended to disclose the conditions under which Wright proposes
to do so.
<PAGE>
The Trust's Investment Advisory Contract expressly recognizes the practices
which are provided for in Section 28(e) of the Securities Exchange Act of 1934
by authorizing the selection of a broker or dealer which charges a Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
During the fiscal years ended December 31, 1992, 1993 and 1994, the Funds
paid the following aggregate brokerage commissions on portfolio transactions:
1992 1993 1994
- ------------------------------------------------------------------------------
Wright Selected Blue Chip
Equities Fund (WBC) $309,821 $112,735 $345,675
Wright Junior Blue Chip
Equities Fund (WJBC) $145,380 $38,721 $71,949
Wright Quality Core
Equities (WQC) $125,730 $109,394 $112,398
- ------------------------------------------------------------------------------
FUND SHARES AND OTHER SECURITIES
The shares of beneficial interest of the Trust, without par value, may be
issued in two or more series, or Funds. The Trust currently has three Funds
described in this Statement of Additional Information. In addition, the Trust
has one additional series - Wright International Blue Chip Equities Fund that
is being offered pursuant to a separate prospectus and statement of additional
information. Shares of each Fund may be issued in an unlimited number by the
Trustees of the Trust. Each share of a Fund represents an equal proportionate
beneficial interest in that Fund and, when issued and outstanding, the shares
are fully paid and non-assessable by the Trust.
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted in proportion to the amount of a Fund's net asset value
which they represent. Voting rights are not cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees and, in such event, the holders of the remaining less
than 50% of the shares voting on the matter will not be able to elect any
Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of a Trust or Fund, shareholders are entitled to
share pro rata in the net assets of the affected Trust or Fund available for
distribution to shareholders, and in any general assets of the Trust not
previously allocated to a particular Fund by the Trustees.
PURCHASE, EXCHANGE,
REDEMPTION AND PRICING OF SHARES
For information regarding the purchase of shares, see "Who May Purchase
Fund Shares and What is a Participating Trust Department" and "How to Buy
Shares" in the Fund's current Prospectus.
For information about exchanges between Funds, see "How to Exchange Shares"
in the Fund's current Prospectus.
<PAGE>
For a description of how the Funds value their shares, see "How The Funds
Value their Shares" in the Fund's current Prospectus. The Funds value short-term
obligations with a remaining maturity of 60 days or less by the amortized cost
method. The amortized method involves initially valuing a security at its cost
(or its fair market value on the sixty-first day prior to maturity) and
thereafter assuming a constant amortization to maturity of any discount or
premium, without regard to unrealized appreciation or depreciation in the market
value of the security.
For information about the redemption of shares, see "How To Redeem or Sell
Shares" in the Fund's current Prospectus.
PRINCIPAL UNDERWRITER
The Trust has adopted a Distribution Plan (the "Plan") on behalf of its
Funds as defined in Rule 12b-1 under the 1940 Act. The Trust's Plan specifically
allows that expenses covered by the Plan may include direct and indirect
expenses incurred by any separate distributor or distributors under agreement
with the Trust in activities primarily intended to result in the sale of its
shares. The expenses of such activities shall not exceed two-tenths of one
percent (2/10 of 1%) per annum of each Fund's average daily net assets. Payments
under the Plans are reflected as an expense in each Fund's financial statements.
Such expenses do not include interest or other financing charges.
The Trust has entered into a distribution contract on behalf of its Funds
with its principal underwriter, Wright Investors' Service Distributors, Inc.
("WISDI"), a wholly-owned subsidiary of Wright, providing for WISDI to act as a
separate distributor of each Fund's shares.
It is intended that each Fund will pay 2/10 of 1% of its average daily net
assets to WISDI for distribution activities on behalf of the Fund in connection
with the sale of its shares. WISDI shall provide on a quarterly basis
documentation concerning the expenses of such activities. Documented expenses of
a Fund shall include compensation paid to and out-of-pocket disbursements of
officers, employees or sales representatives of WISDI, including telephone
costs, the printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of sales literature, and advertising
of any type intended to enhance the sale of shares of the Fund. Subject to the
2/10 of 1% per annum limitation imposed by the Trust's Plan, a Fund may pay
separately for expenses of activities primarily intended to result in the sale
of the Fund's shares. It is contemplated that the payments for distribution
described above will be made directly to WISDI. If the distribution payments to
WISDI exceed its expenses, WISDI may realize a profit from these arrangements.
Peter M. Donovan, President and a Trustee of the Trust and President and a
Director of Wright, is Vice President, Treasurer and a Director of WISDI. A. M.
Moody, III, Vice President and a Trustee of the Trust and Senior Vice President
of Wright, is President and a Director of WISDI.
It is the opinion of the Trustees and officers of the Trust that the
following are not expenses primarily intended to result in the sale of shares
issued by any Fund; fees and expenses of registering shares of the Fund under
Federal or state laws regulating the sale of securities; fees and expenses of
registering the Trust as a broker-dealer or of registering an agent of the Trust
under Federal or state laws regulating the sale of securities; fees of
registering, at the request of the Trust, agents or representatives of a
principal underwriter or distributor of any Fund under Federal or state laws
regulating the sale of securities, provided that no sales commission or "load"
is charged on sales of shares of the Fund; and fees
<PAGE>
and expenses of preparing and setting in type the Trust's registration
statement under the Securities Act of 1933. Should such expenses be deemed by a
court or agency having jurisdiction to be expenses primarily intended to result
in the sale of shares issued by a Fund, they shall be considered to be expenses
contemplated by and included in the applicable Plan but not subject to the 2/10
of 1% per annum limitation described above.
Under the Trust's Plan, the President or Vice President of the Trust shall
provide to the Trustees for their review, and the Trustees shall review at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made. For the fiscal year ended
December 31, 1994, it is estimated that WISDI spent approximately the following
amounts on behalf of the Wright Managed Investment Funds including these Funds:
<TABLE>
<CAPTION>
Wright Investors Service Distributors, Inc.
Financial Summaries for the Year 1994
Printing & Mailing Travel and Commissions and Administration
FUNDS Promotional Prospectuses Entertainment Service Fees and Other TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip
Equities Fund (WBC) $209,846 $62,612 $51,608 -- $55,402 $379,468
Wright Junior Blue Chip
Equities Fund (WJBC) $64,784 $19,330 $15,932 -- $17,104 $117,150
Wright Quality Core
Equities Fund (WQC) $81,645 $24,361 $20,079 -- $21,556 $147,641
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The table below shows the distribution expenses allowable to WISDI and paid
by each Fund for the fiscal year ended December 31, 1994.
Under its terms the Trust's Plan remains in effect from year to year,
provided such continuance is approved annually by a vote of its Trustees,
including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan. The Plan may not be amended to increase materially the amount to be spent
for the services described therein as to any Fund without approval of a majority
of the outstanding voting securities of that Fund and all material amendments of
the Plan must also be approved by the Trustees of the Trust in the manner
<TABLE>
<CAPTION>
Distribution Distribution Expenses
Expenses Paid as a % of Funds
Paid by Fund Average Net Asset Value
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wright Selected Blue Chip Equities Fund (WBC) $379,468 0.20%
Wright Junior Blue Chip Equities Fund (WJBC) $117,150 0.20%
Wright Quality Core Equities (WQC) $147,641 0.20%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
described above. The Trust's Plan may be terminated at any time as to any Fund
without payment of any penalty by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or by a vote of a
majority of the outstanding voting securities of that Fund. So long as the
Trust's Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the rust shall be committed to the discretion of the
Trustees who are not such interested persons. The Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that the Plan
will benefit the Trust and its shareholders.
The continuation of the Plan was most recently approved by the Trustees of
the Trust on January 25, 1995 and by the shareholders of each Fund on December
9, 1987.
CALCULATION OF PERFORMANCE
AND YIELD QUOTATIONS
The average annual total return of each Fund is determined for a particular
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (i.e. net asset
value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount. Total return for a
period of one year is equal to the actual return of the Fund during that period.
This calculation assumes that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period.
<TABLE>
<CAPTION>
Year Ended 12/31/94 Inception
-------------------------------------------------- To Inception
1 Year 3 Years 5 Years 10 Years 12/31/94 Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (1) -3.52% 1.03% 6.28% 11.32% 10.94% 1/04/83
Wright Junior Blue Chip Equities Fund (2) -2.75% 2.73% 5.83% -- 8.54% 1/14/85
Wright Quality Core Equities Fund (3) -0.73% 2.70% 7.88% -- 11.56% 8/07/85
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1) If a portion of the WBC Funds expenses had not been subsidized for the
years ended December 31, 1987, 1986 and 1984, the Fund would have had lower
returns; (2) If a portion of the WJBC Funds expenses had not been subsidized
during the years ended December 31, 1987 and 1985, the Fund would have had lower
returns; (3) If a portion of the WQC Funds expenses had not been subsidized
during the years ended December 31, 1990, 1989, 1988, 1987 and 1985, the Fund
would have had lower returns.
</FN>
</TABLE>
The average annual total return of each Fund for the one, three and
five-year periods ended December 31, 1994 and the period from inception to
December 31, 1994 are shown in the table below.
Each Fund's yield is computed by dividing its net investment income per
share earned during a recent 30-day period by the maximum offering price (i.e.
net asset value) per share on the last day of the period and annualizing the
resulting figure. Net investment income per share is equal to the Fund's
dividends and interest earned during the period, with the resulting number being
divided by the average daily number of shares outstanding and entitled to
receive dividends during the period.
<PAGE>
For the 30-day period ended December 31, 1994, the yield of each Fund was
as follows:
30-Day Period
Ended
December 31, 1994*
- --------------------------------------------------------------
Wright Selected Blue Chip Equities Fund 1.57%
Wright Junior Blue Chip Equities Fund 1.25%
Wright Quality Core Equities Fund 1.71%
- --------------------------------------------------------------
* according to the following formula:
6
Yield = 2 [ ( a-b + 1) - 1 ]
---
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (after reductions).
c = the average daily number of accumulation units outstanding
during the period.
d = the maximum offering price per accumulation unit on the last
day of the period.
NOTE: "a" has been calculated for stocks by dividing the stated dividend rate
for each security held during the period by 360. "a" has been estimated for debt
securities other than mortgage certificates by dividing the year-end market
value times the yield to maturity by 360. "a" for mortgage securities, such as
GNMAs, is the actual income earned. Neither discount or premium have been
amortized.
"b" has been estimated by dividing the actual 1992 expense amounts by 360
or the number of days the Fund was in existence.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic securities indices. A Fund's yield or total return and
comparisons with these indices may be used in advertisements and in information
furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. According to the rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis includes the reinvestment of
dividends and capital gain distributions, but does not take sales charges into
consideration and is prepared without regard to tax consequences.
<PAGE>
<TABLE>
<CAPTION>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND (WBC)
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
================================================================================
Shares Value
- --------------------------------------------------------------------------------
<S> <C> <C>
EQUITY INTERESTS -- 98.0%
APPAREL -- 4.9%
Fruit of the Loom, Inc*............. 65,000 $ 1,755,000
Justin Industries................... 145,000 1,721,875
Nike Inc............................ 25,000 1,865,625
Reebok International Ltd............ 51,000 2,014,500
VF Corp............................. 36,830 1,790,859
-------------
$ 9,147,859
-------------
AUTOMOTIVE -- 2.0%
Modine Manufacturing Co............. 68,000 $ 1,955,000
Myers Industries.................... 118,625 1,660,750
-------------
$ 3,615,750
-------------
BEVERAGES -- 1.1%
Brown Forman Corp................... 66,000 $ 2,013,000
-------------
CHEMICALS -- 2.1%
Clorox Company...................... 31,140 $ 1,833,368
Sherwin Williams Co................. 61,800 2,047,125
-------------
$ 3,880,493
-------------
CONSTRUCTION -- 1.0%
Clayton Homes....................... 119,250 $ 1,878,188
-------------
DIVERSIFIED -- 4.0%
National Service Industries......... 72,000 $ 1,845,000
Rockwell International Corp......... 53,210 1,902,258
Standex International Corp.......... 57,730 1,811,279
Teleflex, Incorporated.............. 55,000 1,952,500
-------------
$ 7,511,037
-------------
DRUGS, COSMETICS & HEALTH CARE -- 6.9%
Alberto Culver Co. Class A.......... 79,000 $ 1,935,500
Becton Dickenson & Co............... 40,000 1,920,000
Bristol-Meyers Squibb Co............ 33,564 1,942,517
Johnson & Johnson................... 32,600 1,784,850
Medex Inc........................... 124,000 1,674,000
Merck & Co., Inc.................... 47,000 1,791,875
Upjohn Co........................... 57,000 1,752,750
-------------
$ 12,801,492
-------------
ELECTRICAL -- 2.8%
Emerson Electric Co................. 26,650 $ 1,665,625
General Electric Co................. 39,540 2,016,540
Juno Lighting, Inc.................. 88,000 1,562,000
-------------
$ 5,244,165
-------------
ELECTRONICS -- 6.5%
Compaq Computer*.................... 48,000 $ 1,896,000
EG&G................................ 60,000 847,500
E-Systems Inc....................... 48,955 2,037,752
Hewlett Packard Inc................. 19,000 1,897,625
Intel Corporation................... 28,155 1,798,401
Methode Electronics Class A......... 103,000 1,751,000
Raytheon Co......................... 29,180 1,863,873
-------------
$ 12,092,151
-------------
FINANCIAL -- 17.0%
AFLAC Inc........................... 55,000 $ 1,760,000
American International Group........ 20,000 1,960,000
Amsouth Bancorp..................... 66,000 1,699,500
Bancorp Hawaii Inc.................. 65,175 1,653,816
Commerce Bancshares, Inc............ 69,037 1,864,012
Edwards (A.G.), Inc................. 106,000 1,908,000
Fifth Third Bancorp................. 36,000 1,728,000
First Colonial Bankshares........... 86,000 1,741,500
First Colony Corp................... 80,000 1,790,000
First Hawaiian Inc.................. 70,500 1,674,375
First Virginia Banks Inc............ 52,665 1,685,280
Keycorp............................. 71,208 1,780,200
Raymond James Financial Corp........ 127,000 1,778,000
Southern National Corp.............. 92,000 1,759,500
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Southtrust Corporation.............. 88,000 1,584,000
Star Banc Corp...................... 49,965 1,817,477
SunTrust Banks Inc.................. 35,920 1,715,180
West One Bancorp.................... 67,000 1,775,500
-------------
$ 31,674,340
-------------
FOOD -- 5.0%
Archer Daniels Midland Co........... 91,375 $ 1,884,609
Dean Foods Company.................. 64,000 1,856,000
Hormel (George A.) & Company........ 68,000 1,683,000
Pioneer Hi-Bred International....... 58,000 2,001,000
Universal Foods Corp................ 70,000 1,925,000
-------------
$ 9,349,609
-------------
MACHINERY & EQUIPMENT -- 1.9%
Briggs & Stratton Corp.............. 56,180 $ 1,839,895
Pitney-Bowes Inc.................... 54,500 1,730,375
-------------
$ 3,570,270
-------------
METAL PRODUCTS MANUFACTURERS -- 4.1%
CLARCOR Inc......................... 93,950 $ 1,996,438
Crown Cork & Seal Company*.......... 53,000 2,000,750
Kaydon Corp......................... 81,000 1,944,000
Watts Industries Inc................ 76,000 1,605,500
-------------
$ 7,546,688
-------------
OIL, GAS & COAL -- 0.9%
Exxon Corporation................... 25,800 $ 1,567,350
-------------
PAPER -- 1.0%
Kimberly-Clark Corp................. 38,000 $ 1,919,000
-------------
PRINTING & PUBLISHING -- 7.0%
Banta (George) Corp................. 60,899 $ 1,842,195
Ennis Business Forms................ 134,220 1,677,750
Gannett Co. Inc..................... 34,080 1,814,760
Harland (John H.) Co................ 89,900 1,798,000
Lee Enterprises, Inc................ 57,300 1,976,850
Reynolds & Reynolds Inc............. 78,900 1,972,500
Wallace Computer Services........... 68,600 1,989,400
-------------
$ 13,071,455
-------------
RECREATION -- 3.1%
Carnival Corporation................ 90,590 $ 1,925,038
International Dairy Queen*.......... 113,000 1,921,000
Luby's Cafeteria, Inc............... 84,750 1,896,281
-------------
$ 5,742,319
-------------
RETAILERS -- 7.5%
Casey's General Stores.............. 128,000 $ 1,920,000
Dress Barn Inc*..................... 178,000 1,913,500
Giant Food Inc...................... 82,000 1,783,500
Hannaford Brothers Company.......... 70,000 1,776,250
Land's End Inc*..................... 112,000 1,540,000
May Department Stores............... 50,000 1,687,500
Melville Corp....................... 58,000 1,790,750
Ross Stores Inc..................... 138,000 1,552,500
-------------
$ 13,964,000
-------------
TRANSPORTATION -- 3.2%
Air Express International Corp...... 105,000 $ 2,100,000
Arnold Industries Inc............... 90,000 1,867,500
Intertrans Corp..................... 147,400 1,916,200
-------------
$ 5,883,700
------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
UTILITIES -- COMMUNICATIONS -- 2.0%
Ameritech Corp...................... 48,240 $ 1,947,690
Lincoln Telecom Co.................. 107,400 1,825,800
-------------
$ 3,773,490
-------------
UTILITIES -- ELECTRIC POWER -- 5.0%
DQE................................. 65,000 $ 1,925,625
Duke Power Co....................... 47,850 1,824,281
Southwestern Energy Company......... 110,000 1,636,250
TECO Energy, Inc.................... 97,800 1,968,225
Wisconsin Energy Corp............... 77,350 2,001,431
-------------
$ 9,355,812
-------------
UTILITIES-- ELECTRIC POWER HOLDING-- 1.0%
Central & South West Corp........... 79,400 $ 1,796,425
-------------
UTILITIES-- ELECTRIC POWER & GAS-- 1.1%
NIPSCO Industries Inc............... 68,000 $ 2,023,000
-------------
MISCELLANEOUS -- 6.9%
Dionex Corporation*................. 48,000 $ 1,812,000
Genuine Parts Co.................... 54,150 1,949,400
Handleman Co........................ 172,000 1,956,500
Marshall Industries*................ 72,265 1,933,089
Medicine Shoppe International....... 68,300 1,827,021
Pioneer Stand Electronics........... 101,000 1,590,750
Stanhome Inc........................ 58,000 1,834,250
-------------
$ 12,903,010
-------------
TOTAL INVESTMENTS -- 98.0%
(identified cost, $180,285,908) $182,324,603
OTHER ASSETS,
LESS LIABILITIES-- 2.0% 3,691,188
-------------
NET ASSETS-- 100% $186,015,791
=============
</TABLE>
* Non-income-producing security.
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND
================================================================================
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments --
Identified cost.................................... $180,285,908
Unrealized appreciation............................ 2,038,695
-------------
Total Value (Note 1A)............................ $182,324,603
Receivable for fund shares sold...................... 241,516
Cash................................................. 471
Receivable for investments sold...................... 4,843,983
Dividends receivable................................. 532,153
-------------
Total Assets....................................... $187,942,726
-------------
LIABILITIES:
Loans payable........................................ $ 52,983
Capital gains distribution payable....... 4,065
Payable for fund shares reacquired....... 1,846,092
Trustee fees payable..................... 312
Custodian fee payable.................... 14,482
Accrued expenses and other liabilities... 9,001
-------------
Total Liabilities...................... $ 1,926,935
-------------
NET ASSETS.................................. $186,015,791
=============
NET ASSETS CONSIST OF:
Proceeds from sales of shares (including the market
value of securities received in exchange for Fund
shares and shares issued to shareholders in
payment of distributions declared), less cost
of shares reacquired............................... $178,381,517
Accumulated undistributed net realized gain
on investments (computed on the basis of
identified cost)................................... 3,586,353
Unrealized appreciation of investments (computed
on the basis of identified cost)................... 2,038,695
Undistributed net investment income.................. 2,009,226
-------------
Net assets applicable to outstanding shares $186,015,791
=============
SHARES OF BENEFICIAL INTEREST
OUTSTANDING........................................ 13,431,844
=============
NET ASSET VALUE, OFFERING PRICE,
AND REDEMPTION PRICE PER SHARE
OF BENEFICIAL INTEREST............................. $13.85
=============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Income --
Dividends.......................................... $ 4,510,245
Interest........................................... 408,176
-------------
Total Income..................................... $ 4,918,421
-------------
Expenses --
Investment Adviser fee (Note 2).................... $ 1,169,165
Administrator fee (Note 2)......................... 253,840
Compensation of Trustees not affiliated with
the Investment Adviser or Administrator.......... 2,151
Custodian fee (Note 2)............................. 57,774
Transfer and dividend disbursing agent fees........ 22,462
Distribution expenses (Note 3)..................... 379,468
Audit services..................................... 24,533
Legal services..................................... 2,523
Registration costs................................. 18,481
Printing........................................... 2,464
Miscellaneous...................................... 11,957
Interest paid on loans............................. 699
-------------
Total Expenses................................... $ 1,945,517
-------------
Net Investment Income.......................... $ 2,972,904
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain on investment transactions
(identified cost basis)............................ $ 9,148,808
Change in unrealized appreciation
of investments..................................... (19,763,621)
-------------
Net realized and unrealized gain (loss)
on investments..................................... $(10,614,813)
-------------
Net decrease in net assets
from operations................................ $ (7,641,909)
=============
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND
================================================================================
Year Ended
December 31,
---------------------------------
STATEMENT OF CHANGES IN NET ASSETS 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE)IN NET ASSETS:
From operations --
Net investment income...................................................... $ 2,972,904 $ 2,189,863
Net realized gain (loss) on investment transactions........................ 9,148,808 (767,573)
Change in unrealized appreciation of investments........................... (19,763,621) 2,320,286
-------------- --------------
Increase (decrease) in net assets from operations..................... $ (7,641,909) $ 3,742,576
-------------- --------------
Undistributed net investment income included in
price of shares sold and redeemed (Note 1C).................................. $ 280,883 $ 227,658
-------------- --------------
Distributions to shareholders --
From net investment income................................................. $ (2,385,221) $ (2,019,776)
From net realized gain on investment transactions.......................... (4,787,377) --
-------------- -------------
Total distributions to shareholders................................... $ (7,172,598) $ (2,019,776)
-------------- --------------
Net increase from fund share transactions (exclusive of amounts
allocated to net investment income) (Note 4)................................ $ 25,068,300 $ 20,534,008
-------------- --------------
Net increase in net assets............................................ $ 10,534,676 $ 22,484,466
NET ASSETS:
At beginning of year........................................................... 175,481,115 152,996,649
-------------- -------------
At end of year................................................................. $ 186,015,791 $ 175,481,115
============== =============
UNDISTRIBUTED NET INVESTMENT INCOME INCLUDED IN NET ASSETS.......................... $ 2,009,226 $ 1,140,660
============== =============
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND (WJBC)
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
================================================================================
Shares Value
- --------------------------------------------------------------------------------
<S> <C> <C>
EQUITY INTERESTS -- 96.6%
APPAREL -- 4.5%
Justin Industries................... 31,000 $ 368,125
Nautica Enterprises*................ 32,000 968,000
Stride Rite Corp.................... 29,000 322,625
-------------
$ 1,658,750
-------------
AUTOMOTIVE -- 2.0%
Modine Manufacturing................ 26,600 $ 764,756
-------------
DIVERSIFIED -- 4.8%
Standex International Corp.......... 27,000 $ 847,125
Teleflex, Inc....................... 26,000 923,000
-------------
$ 1,770,125
DRUGS, COSMETICS & HEALTH CARE -- 6.7%
Alberto Culver Company Class A...... 42,000 $ 1,029,000
Invacare Corporation................ 13,000 445,250
Nellcor Inc*........................ 18,000 594,000
Sunrise Medical, Inc*............... 15,000 414,375
-------------
$ 2,482,625
ELECTRICAL -- 4.4%
Baldor Electric..................... 15,000 $ 405,000
Juno Lighting Inc................... 68,600 1,217,650
-------------
$ 1,622,650
ELECTRONICS -- 3.1%
EG&G................................ 56,000 $ 791,000
Methode Electronics Class A......... 21,000 357,000
-------------
$ 1,148,000
FINANCIAL -- 2.9%
First Hawaiian Inc.................. 15,000 $ 356,250
Raymond James Financial Corp........ 27,000 378,000
Southern National Corp.............. 19,000 363,375
-------------
$ 1,097,625
FOOD -- 4.3%
Bob Evans Farms, Inc................ 45,000 $ 922,500
Universal Food Corporation.......... 24,000 660,000
-------------
$ 1,582,500
MACHINERY & EQUIPMENT -- 2.5%
Donaldson Co. Inc................... 40,000 $ 945,000
-------------
METAL PRODUCTS MANUFACTURERS -- 6.5%
CLARCOR Inc......................... 57,300 $ 1,217,625
Kaydon Corp......................... 34,300 823,200
Watts Industries Inc................ 17,000 359,125
-------------
$ 2,399,950
PAPER -- 1.1%
Wausau Paper Mills Co............... 18,700 $ 425,425
-------------
PRINTING & PUBLISHING -- 10.3%
Banta (George) Co., Inc............. 28,750 $ 869,688
Harland J.H. Co..................... 46,000 920,000
Lee Enterprises, Inc................ 33,700 1,162,650
Wallace Computer Services........... 30,400 881,600
-------------
$ 3,833,938
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
RECREATION -- 5.9%
International Dairy Queen*.......... 33,000 $ 561,000
Luby's Cafeteria, Inc............... 41,000 917,375
Morrison Restaurants Inc............ 29,500 722,750
-------------
$ 2,201,125
RETAILERS -- 5.6%
Casey's General Stores.............. 70,000 $ 1,050,000
Hannaford Brothers Co............... 16,000 406,000
Lands' End Inc*..................... 22,000 302,500
Ross Stores, Inc.................... 29,000 326,250
-------------
$ 2,084,750
TRANSPORTATION -- 5.5%
Air Express International Corp...... 38,250 $ 765,000
Arnold Industries Inc............... 39,200 813,400
Comair Holdings, Inc................ 26,000 455,000
-------------
$ 2,033,400
UTILITIES -- 9.6%
Black Hills Corporation............. 41,300 $ 882,788
Lincoln Telecom..................... 60,000 1,020,000
Southern Indiana Gas & Electric..... 36,000 954,000
Southwestern Energy Company......... 47,000 699,125
-------------
$ 3,555,913
MISCELLANEOUS -- 16.9%
Blair (John) Corp................... 25,350 $ 1,014,000
Crawford & Co....................... 39,000 624,000
Dionex Corp*........................ 28,400 1,072,100
Handleman Co........................ 42,000 477,750
Lydall Inc*......................... 24,000 780,000
Marshall Industries*................ 33,000 882,750
Pioneer Stand Electronics........... 44,000 693,000
Stanhome Inc........................ 23,000 727,375
-------------
$ 6,270,975
TOTAL INVESTMENTS -- 96.6%
(identified cost, $34,143,838) $ 35,877,507
OTHER ASSETS,
LESS LIABILITIES-- 3.4% 1,246,533
-------------
NET ASSETS-- 100.0% $ 37,124,040
=============
</TABLE>
* Non-income-producing security.
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND
================================================================================
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments --
Identified cost.................................. $ 34,143,838
Unrealized appreciation.......................... 1,733,669
-------------
Total Value (Note 1A).......................... $ 35,877,507
Cash............................................... 94,335
Receivable for fund shares sold.................... 35,732
Receivable for investments sold.................... 1,353,625
Dividends receivable............................... 52,154
-------------
Total Assets..................................... $ 37,413,353
-------------
LIABILITIES:
Payable for fund shares reacquired................. $ 278,653
Trustee fees payable............................... 312
Custodian fee payable.............................. 8,883
Accrued expenses and other liabilities............. 1,465
-------------
Total Liabilities................................ $ 289,313
-------------
NET ASSETS............................................ $ 37,124,040
=============
NET ASSETS CONSIST OF:
Proceeds from sales of shares (including the market
value of securities received in exchange for Fund
shares and shares issued to shareholders in
payment of distributions declared), less cost
of shares reacquired............................. $ 30,253,969
Accumulated undistributed net realized gain
on investments (computed on the basis of
identified cost)................................. 4,751,919
Unrealized appreciation of investments (computed
on the basis of identified cost)................. 1,733,669
Undistributed net investment income................ 384,483
-------------
Net assets applicable to outstanding shares...... $ 37,124,040
=============
SHARES OF BENEFICIAL INTEREST
OUTSTANDING...................................... 3,375,431
=============
NET ASSET VALUE, OFFERING PRICE,
AND REDEMPTION PRICE PER SHARE
OF BENEFICIAL INTEREST........................... $11.00
=============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Income --
Dividends........................................ $ 1,106,123
Interest......................................... 67,273
-------------
Total Income................................... $ 1,173,396
-------------
Expenses --
Investment Adviser fee (Note 2).................. $ 322,161
Administrator fee (Note 2)....................... 117,150
Compensation of trustees not affiliated with
the Investment Adviser or Administrator........ 2,201
Custodian fee (Note 2)........................... 27,815
Transfer and dividend disbursing agent fees..... 11,755
Distribution expenses (Note 3)................... 117,150
Audit services................................... 24,133
Legal services................................... 1,781
Registration costs............................... 11,562
Printing......................................... 2,541
Miscellaneous.................................... 5,826
-------------
Total Expenses................................. 644,075
-------------
Net Investment Income........................ $ 529,321
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain on investment transactions
(identified cost basis)......................... $ 6,599,714
Change in unrealized appreciation
of investments.................................. (8,816,947)
-------------
Net realized and unrealized gain (loss)
on investments................................ $ (2,217,233)
-------------
Net decrease in net assets
from operations............................. $ (1,687,912)
=============
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND
================================================================================
Year Ended
December 31,
-------------------------------------
STATEMENT OF CHANGES IN NET ASSETS 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income...................................................... $ 529,321 $ 571,301
Net realized gain on investment transactions............................... 6,599,714 4,621,330
Change in unrealized appreciation of investments........................... (8,816,947) (81,609)
-------------- ---------------
Increase (decrease) in net assets from operations..................... $ (1,687,912) $ 5,111,022
-------------- ---------------
Undistributed net investment loss included in
price of shares sold and redeemed (Note 1C).................................. $ (98,655) $ (4,664)
- -------------- ---------------
Distributions to shareholders
From net investment income................................................... $ (488,244) $ (335,175)
From net realized gain on investment transactions............................ (2,117,788) (3,274,154)
-------------- ---------------
Total distribution to shareholders.................................... $ (2,606,032) $ (3,609,329)
-------------- --------------
Net increase (decrease) from fund share transactions (exclusive of
amounts allocated to net investment income) (Note 4)......................... $ (26,708,885) $ 2,093,853
- -------------- ---------------
Net increase (decrease) in net assets................................. $ (31,101,484) $ 3,590,882
NET ASSETS:
At beginning of year........................................................... 68,225,524 64,634,642
-------------- ---------------
At end of year................................................................. $ 37,124,040 $ 68,225,524
============== ===============
UNDISTRIBUTED NET INVESTMENT INCOME INCLUDED IN NET ASSETS.......................... $ 89,314 $ 146,892
============== ===============
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT QUALITY CORE EQUITIES FUND (WQC)
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
================================================================================
Shares Value
- --------------------------------------------------------------------------------
<S> <C> <C>
EQUITY INTERESTS -- 92.7%
APPAREL -- 2.5%
Nike Inc............................ 6,500 $ 485,063
Reebok International................ 11,400 450,300
VF Corp............................. 6,700 325,787
-------------
$ 1,261,150
-------------
BEVERAGES -- 1.8%
Brown-Forman Corp .................. 14,650 $ 446,825
Coca-Cola Co........................ 9,532 490,898
-------------
$ 937,723
-------------
CHEMICALS -- 7.0%
Bandag, Inc......................... 6,000 $ 363,000
Clorox Corp......................... 8,300 488,662
Great Lakes Chemical Corp........... 6,000 342,000
Int'l Flavors & Fragrances Inc...... 9,700 448,625
Lubrizol Corp....................... 12,900 436,988
Nalco Chemical...................... 10,500 351,750
PPG Industries...................... 11,000 408,375
Proctor & Gamble Co................. 5,000 310,000
Sherwin Williams Co................. 12,700 420,688
-------------
$ 3,570,088
-------------
CONSTRUCTION -- 0.8%
Clayton Homes....................... 27,108 $ 426,951
-------------
DIVERSIFIED -- 2.1%
Lancaster Colony Corp............... 9,932 $ 291,752
Minnesota Mining & Mfg. Co.......... 7,516 401,167
Rockwell Int'l. Corp................ 10,200 364,650
-------------
$ 1,057,569
-------------
DRUGS, COSMETICS & HEALTH CARE -- 9.6%
Abbott Laboratories................. 16,330 $ 532,766
Alberto Culver Co. Class A.......... 15,500 379,750
Becton Dickinson & Co............... 9,400 451,200
Biomet, Inc*........................ 29,500 413,000
Bristol-Meyers Squibb Co............ 7,700 445,638
Johnson & Johnson................... 8,700 476,325
Merck & Co.......................... 9,242 352,351
Pfizer Inc.......................... 6,400 494,400
St. Jude Medical Inc................ 13,000 516,750
Schering-Plough Corp................ 6,200 458,800
Upjohn Co........................... 12,400 381,300
-------------
$ 4,902,280
-------------
ELECTRICAL -- 3.5%
Baldor Electric..................... 14,000 $ 378,000
Emerson Electric Co................. 6,800 425,000
General Electric Co................. 9,100 464,100
Thomas & Betts Corp................. 7,500 503,438
-------------
$ 1,770,538
-------------
ELECTRONICS -- 7.6%
ADC Telecommunications*............. 9,500 $ 475,000
Amp Inc............................. 5,600 407,400
Compaq Computer*.................... 8,600 339,700
E Systems Inc....................... 10,100 420,412
Hewlett-Packard Inc................. 5,200 519,350
Intel Corporation................... 5,400 344,925
Linear Technology Corp.............. 10,300 509,850
Motorola Inc........................ 7,800 451,425
Raytheon Co......................... 6,300 402,413
-------------
$ 3,870,475
-------------
FINANCIAL -- 9.9%
AFLAC, Inc.......................... 8,400 $ 268,800
American International Group........ 3,600 352,800
Amsouth Bancorp..................... 11,500 296,125
Andrew Corporation*................. 7,700 402,325
Bancorp Hawaii...................... 12,550 318,456
Commerce Bancshares, Inc............ 9,450 255,150
Edwards (A.G.), Inc................. 20,800 374,400
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Fifth Third Bancorp................. 7,200 $ 345,600
First Hawaiian Inc.................. 13,900 330,125
First Virginia Banks Inc............ 10,600 339,200
Keycorp............................. 12,748 318,700
Southtrust Corp..................... 19,800 356,400
Star Banc Corp...................... 10,200 371,025
Suntrust Banks Inc.................. 8,500 405,875
West One Bancorp.................... 12,300 325,950
-------------
$ 5,060,931
-------------
FOOD -- 5.2%
Archer Daniels Midland Co........... 27,187 $ 560,731
CPC International Inc............... 8,500 452,625
Dean Foods Co....................... 12,200 353,800
Hershey Foods Corp.................. 7,340 355,073
Hormel (George A.) & Co............. 18,700 462,825
Wrigley (Wm.) Jr. Co................ 9,200 454,250
-------------
$ 2,639,304
-------------
MACHINERY & EQUIPMENT -- 3.7%
Briggs & Stratton Corp.............. 11,000 $ 360,250
Donaldson Co., Inc.................. 15,800 373,275
Dover Corp.......................... 8,000 413,000
Nordson Corp........................ 7,200 432,000
Pitney-Bowes Inc.................... 10,200 323,850
-------------
$ 1,902,375
-------------
METAL PRODUCERS -- 0.8%
Worthington Industries.............. 20,450 $ 409,000
-------------
METAL PRODUCTS MANUFACTURERS -- 3.0%
CLARCOR............................. 17,300 $ 367,625
Crown Cork & Seal Inc*.............. 10,700 403,925
Illinois Tool Works Inc............. 10,300 450,625
Stanley Works....................... 8,900 318,175
-------------
$ 1,540,350
-------------
OIL, GAS, COAL & RELATED SERVICES-- 0.9%
Exxon Corp.......................... 7,200 $ 437,400
-------------
PAPER -- 1.3%
Kimberly-Clark...................... 6,800 $ 343,400
Sonoco Products Co.................. 15,100 330,313
-------------
$ 673,713
-------------
PRINTING & PUBLISHING -- 3.6%
American Business Products.......... 16,000 $ 356,000
Banta Corp.......................... 10,500 317,625
Donnelley (R.R.) & Sons............. 14,200 418,900
Gannett Co. Inc..................... 7,200 383,400
Knight-Ridder Inc................... 6,900 348,450
-------------
$ 1,824,375
-------------
RECREATION -- 2.3%
Bob Evans Farms..................... 17,200 $ 352,600
Carnival Cruise Class A............. 19,200 408,000
McDonald's Corp..................... 15,000 438,750
-------------
$ 1,199,350
-------------
RETAILERS -- 9.8%
Albertson's Inc..................... 15,600 $ 452,400
Blair Corporation................... 8,500 340,000
Casey's General Stores, Inc......... 26,000 390,000
Circuit City Stores Inc............. 18,100 402,725
Dollar General Corp................. 16,312 489,360
Giant Food Inc...................... 14,900 324,075
Hannaford Brothers Co............... 17,500 444,063
May Department Stores............... 9,300 313,875
Nordstrom Inc....................... 9,500 399,000
Pep Boys-M. M. & M. (The)........... 15,400 477,400
Rite Aid Corp....................... 20,600 481,525
Winn-Dixie.......................... 9,800 503,475
-------------
$ 5,017,898
-------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
TRANSPORTATION -- 2.1%
Air Express International Corp...... 19,500 $ 390,000
Arnold Industries................... 16,900 350,675
Comair Holdings, Inc................ 18,000 315,000
-------------
$ 1,055,675
-------------
UTILITIES -- COMMUNICATIONS -- 3.3%
Alltel Corp......................... 15,100 $ 454,888
AmeriTech Corp...................... 10,000 403,750
Century Telephone Enterprises....... 14,700 433,650
Southwestern Bell Corp.............. 9,600 387,600
-------------
$ 1,679,888
-------------
UTILITIES -- ELECTRIC POWER -- 3.2%
Black Hills......................... 18,000 $ 384,750
Duke Power Company.................. 10,700 407,937
TECO Energy, Inc.................... 20,500 412,563
Wisconsin Energy Corp............... 17,150 443,756
-------------
$ 1,649,006
-------------
UTILITIES-- ELECTRIC POWER HOLDING-- 0.7%
Central & South West Corp........... 16,700 $ 377,838
-------------
MISCELLANEOUS -- 8.0%
Automatic Data Processing Inc....... 7,800 $ 456,300
Block (H & R) Inc................... 11,100 412,087
Cintas Corp......................... 13,400 475,700
Crawford and Co..................... 22,900 366,400
Dionex Corporation*................. 9,200 347,300
Genuine Parts Co.................... 11,900 428,400
Interpublic Group Cos. Inc.......... 12,700 407,986
Leggett & Platt Inc................. 8,800 308,000
Newell Co........................... 18,000 378,000
Pacificare Health Systems*.......... 7,800 514,800
-------------
$ 4,094,973
-------------
TOTAL EQUITY INTERESTS -- 92.7%
(identified cost, $43,675,674) $ 47,358,850
-------------
RESERVE FUNDS -- 7.1%
Face Amount
------------
American Express Corp., 5.759%,
1/09/95..........................$1,770,000 $ 1,770,000
General Electric Capital Corp., 5.441%,
1/03/95...........................$1,865,000 1,865,000
TOTAL RESERVE FUNDS, -------------
at amortized cost $ 3,635,000
-------------
TOTAL INVESTMENTS -- 99.8%
(identified cost, $47,310,674) $ 50,993,850
OTHER ASSETS,
LESS LIABILITIES -- 0.2% 90,806
-------------
NET ASSETS-- 100% $ 51,084,656
=============
</TABLE>
* Non-income-producing security.
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT QUALITY CORE EQUITIES FUND
================================================================================
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments --
Identified cost.................................. $ 47,310,674
Unrealized appreciation.......................... 3,683,176
-------------
Total Value (Note 1A).......................... $ 50,993,850
Cash............................................... 787
Receivable for fund shares sold.................... 10,955
Dividends and interest receivable.................. 110,471
-------------
Total Assets..................................... $ 51,116,063
-------------
LIABILITIES:
Payable for fund shares reacquired................. $ 21,753
Trustee fees payable............................... 312
Custodian fee payable.............................. 7,616
Accrued expenses and other liabilities............. 1,726
-------------
Total Liabilities................................ $ 31,407
-------------
NET ASSETS............................................ $ 51,084,656
=============
NET ASSETS CONSIST OF:
Proceeds from sales of shares (including the
market value of securities received in exchange
for Fund shares and shares issued to share-
holders in payment of distributions declared),
less cost of shares reacquired................... $ 47,208,714
Unrealized appreciation of investments
(computed on the basis of identified cost)......... 3,683,176
Undistributed net investment income................ 192,766
-------------
Net assets applicable to
outstanding shares............................. $ 51,084,656
=============
SHARES OF BENEFICIAL INTEREST
OUTSTANDING..................................... 4,485,312
=============
NET ASSET VALUE, OFFERING PRICE,
AND REDEMPTION PRICE PER SHARE
OF BENEFICIAL INTEREST........................... $11.39
=============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
- --------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Income --
Dividends........................................ $ 1,740,963
Interest......................................... 67,255
-------------
Total Income................................... $ 1,808,218
-------------
Expenses --
Investment Adviser fee (Note 2).................. $ 332,192
Administrator fee (Note 2)....................... 147,641
Compensation of trustees not affiliated with
the Investment Adviser or Administrator........ 2,151
Custodian fee (Note 2)........................... 32,641
Transfer and dividend disbursing agent fees..... 14,012
Distribution expenses (Note 3)................... 147,641
Audit services................................... 28,250
Legal services................................... 1,833
Registration costs............................... 11,786
Printing......................................... 2,394
Interest paid on loans........................... 5,450
Miscellaneous.................................... 5,420
-------------
Total Expenses................................. $ 731,411
-------------
Net Investment Income........................ $ 1,076,807
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain on investment transactions
(identified cost basis).......................... $ 9,834,657
Change in unrealized appreciation
of investments................................... (11,332,016)
-------------
Net realized and unrealized gain (loss)
on investments................................... $ (1,497,359)
-------------
Net decrease in net assets
from operations.............................. $ (420,552)
=============
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT QUALITY CORE EQUITIES FUND
================================================================================
Year Ended
December 31,
-------------------------------------
STATEMENT OF CHANGES IN NET ASSETS 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income...................................................... $ 1,076,807 $ 1,187,636
Net realized gain on investment transactions............................... 9,834,657 4,083,933
Change in unrealized appreciation of investments........................... (11,332,016) (4,372,477)
-------------- ---------------
Increase (decrease) in net assets from operations..................... $ (420,552) $ 899,092
-------------- ---------------
Undistributed net investment income (loss) included in
price of shares sold and redeemed (Note 1C).................................. $ (198,337) $ 28,601
- -------------- ---------------
Distributions to shareholders --
From net investment income................................................... $ (879,992) $ (1,084,466)
From net realized gain on investment transactions............................ (4,488,457) (4,083,933)
In excess of net realized gain on investment transactions.................... (7,109) (31,540)
-------------- --------------
Total distributions to shareholders................................... $ (5,375,558) $ (5,199,939)
-------------- ---------------
Net increase (decrease) from fund share transactions (exclusive of
amounts allocated to net investment income) (Note 4)......................... $ (31,269,572) $ 10,946,442
- -------------- ---------------
Net increase (decrease) in net assets................................. $ (37,264,019) $ 6,674,196
NET ASSETS:
At beginning of year........................................................... 88,348,675 81,674,479
-------------- ---------------
At end of year................................................................. $ 51,084,656 $ 88,348,675
============== ==============
UNDISTRIBUTED NET INVESTMENT INCOME INCLUDED IN NET ASSETS.......................... $ 255,021 $ 256,543
============== ===============
</TABLE>
See notes to financial statements
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
NOTES TO FINANCIAL STATEMENTS
================================================================================
(1) SIGNIFICANT ACCOUNTING POLICIES
The Wright Managed Equity Trust (the "Trust"), issuer of Wright Selected
Blue Chip Equities Fund (WBC) series, Wright Junior Blue Chip Equities Fund
(WJBC) series, Wright Quality Core Equities Fund (WQC) series and Wright
International Blue Chip (WIBC) series, is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end, management
investment company. WIBC's financial statements have been prepared separately.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A. Investment Valuations - Securities listed on securities exchanges or in the
NASDAQ National Market are valued at closing sale prices. Unlisted or
listed securities for which closing sale prices are not available are
valued at the mean between the latest bid and asked prices. Short-term
obligations maturing in sixty days or less are valued at amortized cost,
which approximates value. Securities for which market quotations are
unavailable are appraised at their fair value as determined in good faith
by or at the direction of the Trustees.
B. Federal Taxes - The Trust's policy is to comply with the provisions of the
Internal Revenue Code (the Code) available to regulated investment
companies and distribute to shareholders each year all of its taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is necessary.
C. Equalization - The Funds follow the accounting practice known as
equalization by which a portion of the proceeds from sales and costs of
reacquisitions of Fund shares, equivalent on a per-share basis to the
amount of undistributed net investment income on the date of the
transaction, is credited or charged to undistributed net investment income.
As a result, undistributed net investment income per share is unaffected by
sales or reacquisitions of Fund shares.
D. Distributions - The Trust requires that differences in the recognition or
classification of income between the financial statements and tax earnings
and profits which result in temporary overdistributions for financial
statement purposes, are classified as distributions in excess of net
investment income or accumulated net realized gains. At December 31, 1994,
WQC recharacterized $62,255 of capital gain distributions to distributions
from net investment income. WJBC recharacterized $295,169 of distributions
from net investment income to distributions from capital gains. In
addition, permanent differences of $5,346,200 and $766,787 for WQC and
WJBC, respectively, were reclassified from net realized gain on investment
transactions to paid-in capital. These differences were a result of
redemption-in-kind transactions.
E. Other - Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has engaged Wright Investors' Service (Wright) to perform
investment management, investment advisory, and other services. For its
services, Wright is compensated based upon a percentage of average daily net
assets which rate is adjusted as average daily net assets exceed certain levels.
For the year ended December 31, 1994, the effective annual rate was 0.62% for
WBC, 0.55% for WJBC, and 0.45% for WQC. The Trust also has engaged Eaton Vance
Management (Eaton Vance) to act as administrator of the Trust. Under the
Administration Agreement, Eaton Vance is responsible
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
NOTES TO FINANCIAL STATEMENTS - continued
================================================================================
for managing the business affairs of the Trust and is compensated based upon a
percentage of average daily net assets which rate is reduced as average daily
net assets exceed certain levels. For the year ended December 31, 1994, the
effective annual rate was 0.13% for WBC, 0.20% for WJBC and 0.20% for WQC.
Except as to Trustees of the Trust who are not affiliated with Eaton Vance or
Wright, Trustees and officers receive remuneration for their services to
the Trust out of the fees paid to Eaton Vance and Wright. The custodian fee
was paid to Investors Bank & Trust Company (IBT), an affiliate of Eaton Vance,
for its services as custodian of the Trust. Pursuant to the custodian
agreement, IBT receives a fee reduced by credits which are determined
based on the average daily cash balances the Trust maintains with IBT.
Certain of the Trustees and officers of the Trust are Trustees or officers
of the above organizations. See Note 3.
(3) DISTRIBUTION EXPENSES
The Trustees have adopted a Distribution Plan (the Plan) pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Plan provides that each of the
Funds will pay the Principal Underwriter, Wright Investors' Service
Distributors, Inc., a subsidiary of Wright Investors' Service, an annual rate of
2/10 of 1% of each Fund's average daily net assets for activities primarily
intended to result in the sale of each Fund's shares.
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------
1994 1993
--------------------------- ------------------------------
Shares Amount Shares Amount
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND --
Sold ............................................... 5,636,130 $ 81,393,593 4,523,131 $ 65,219,268
Issued to shareholders in payment
of distributions declared.......................... 429,746 5,868,021 105,286 1,512,950
Reacquired........................................... (4,395,865) (62,193,314) (3,212,081) (46,198,210)
----------- -------------- ----------- ---------------
Net increase .................................. 1,670,011 $ 25,068,300 1,416,336 $ 20,534,008
=========== ============== ========== ===============
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND --
Sold ............................................... 780,096 $ 9,079,764 1,023,432 $ 11,994,806
Issued to shareholders in payment
of distributions declared.......................... 201,483 2,267,954 271,144 3,167,595
Reacquired........................................... (3,315,481) (38,056,603) (1,113,847) (13,068,548)
----------- -------------- ----------- ---------------
Net increase (decrease)........................ (2,333,902) $ (26,708,885) 180,729 $ 2,093,853
=========== ============== ========== ===============
WRIGHT QUALITY CORE EQUITIES FUND --
Sold ............................................... 1,640,109 $ 20,229,633 2,016,941 $ 26,177,770
Issued to shareholders in payment
of distributions declared.......................... 444,758 5,046,814 399,579 5,030,154
Reacquired........................................... (4,547,757) (56,546,019) (1,570,396) (20,261,482)
----------- -------------- ----------- --------------
Net increase (decrease)........................ (2,462,890) $ (31,269,572) 846,124 $ 10,946,442
=========== ============== =========== ===============
</TABLE>
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
NOTES TO FINANCIAL STATEMENTS - continued
================================================================================
(5) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than U.S. Government securities
and short-term obligations, for the year ended December 31, 1994, were as
follows:
<TABLE>
WRIGHT SELECTED BLUE CHIP WRIGHT JUNIOR BLUE CHIP WRIGHT QUALITY CORE
EQUITIES FUND EQUITIES FUND EQUITIES FUND
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Purchases..................................... $154,613,053 $20,170,178 $38,772,261
============ =========== ===========
Sales......................................... $130,108,838 $45,167,452 $57,130,479
============ =========== ===========
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, investments for WQC and WJBC having aggregate market
values of $16,768,992 and $3,493,125, respectively, were distributed
in payment for capital stock redeemed.
(6) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost and unrealized appreciation (depreciation) of the investment
securities owned at December 31, 1994, as computed on a federal income tax
basis, are as follows:
<TABLE>
WRIGHT WRIGHT WRIGHT
SELECTED BLUE CHIP JUNIOR BLUE CHIP QUALITY CORE
EQUITIES FUND EQUITIES FUND EQUITIES FUND
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggregate cost.................................... $ 180,285,908 $ 34,143,838 $ 47,310,674
============== ============== ==============
Gross unrealized appreciation..................... $ 9,594,283 $ 3,853,319 $ 4,986,750
Gross unrealized depreciation..................... (7,555,588) (2,119,650) (1,303,574)
-------------- -------------- --------------
Net unrealized appreciation....................... $ 2,038,695 $ 1,733,669 $ 3,683,176
============== ============== ==============
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(7) FINANCIAL INSTRUMENTS
The Trust may trade in financial instruments with off-balance sheet risk in
the normal course of its investing activities to assist in managing exposure to
various market risks. These financial instruments include written options,
forward foreign currency exchange contracts, and futures contracts and may
involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The Funds hold no such instruments
at December 31, 1994.
(8) LINE OF CREDIT
The Trust participates with other funds managed by Wright in a line of
credit with a bank which allows the Funds to borrow up to $20,000,000
collectively. The line of credit consists of a $5,000,000 committed facility and
a $15,000,000 uncommitted facility. Interest is charged to each Fund based on
its borrowings, at a rate equal to the bank's base rate. In addition, the funds
pay a facility fee computed at a rate of 1/4 of 1% on the unused portion of the
$5,000,000 facility. The Trust did not have any significant borrowings under the
line of credit during the year ended December 31, 1994.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of
The Wright Managed Equity Trust:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of Wright Selected Blue Chip Equities Fund,
Wright Junior Blue Chip Equities Fund, and Wright Quality Core Equities Fund
(three of the four portfolios which constitute The Wright Managed Equity Trust)
as of December 31, 1994, the related statements of operations for the year then
ended, the statements of changes in net assets for the years ended December 31,
1994 and 1993, and the financial highlights for each of the years in the
five-year period ended December 31, 1994. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
December 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each of the
aforementioned Portfolios of The Wright Managed Equity Trust as of December 31,
1994, the results of their operations, the changes in their net assets, and
their financial highlights for the respective stated periods in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 2, 1995
<PAGE>
APPENDIX
- --------
DESCRIPTION OF INVESTMENTS
U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS -- U.S. Government
obligations are issued by the Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
CERTIFICATES OF DEPOSIT -- are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
BANKERS' ACCEPTANCES -- are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
COMMERCIAL PAPER -- refers to promissory notes issued by corporations in
order to finance their short-term credit needs.
FINANCE COMPANY PAPER -- refers to promissory notes issued by finance
companies in order to finance their short-term credit needs.
CORPORATE OBLIGATIONS -- include bonds and notes issued by corporations in
order to finance longer-term credit needs.
LENDING PORTFOLIO SECURITIES
Each Equity Fund may seek to increase its income by lending portfolio
securities to broker-dealers or other institutional borrowers. Under present
regulatory policies of the Securities and Exchange Commission, such loans are
required to be secured continuously by collateral in cash, cash equivalents or
U.S. Government securities held by the Fund's custodian and maintained on a
current basis at an amount at least equal to the market value of the securities
loaned, which will be marked to market daily. Cash equivalents include
certificates of deposit, commercial paper and other short-term money market
instruments. The Fund would have the right to call a loan and obtain the
securities loaned at any time on up to five business days' notice. The Fund
would not have the right to vote any securities having voting rights during the
existence of a loan, but would call the loan
<PAGE>
in anticipation of an important vote to be taken among holders of the
securities or the giving or withholding of their consent on a material matter
affecting the investment.
WRIGHT QUALITY RATINGS
Wright Quality Ratings provide the means by which the fundamental criteria
for the measurement of quality of an issuer's securities can be objectively
evaluated.
Each rating is based on 32 individual measures of quality grouped into four
components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability
and Stability, and (4) Growth. The total rating is three letters and a numeral.
The three letters measure (1) Investment Acceptance, (2) Financial Strength, and
(3) Profitability and Stability. Each letter reflects a composite measurement of
eight individual standards which are summarized as A: Outstanding, B: Excellent,
C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects
Growth and is a composite of eight individual standards ranging from 0 to 20.
EQUITY SECURITIES
INVESTMENT ACCEPTANCE reflects the acceptability of a security by and its
marketability among investors, and the adequacy of the floating supply of its
common shares for the investment of substantial funds.
FINANCIAL STRENGTH represents the amount, adequacy and liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratio of
invested equity capital to debt, the adequacy of net working capital, its fixed
charges coverage ratio and other appropriate criteria.
PROFITABILITY AND STABILITY measures the record of a corporation's
management in terms of (1) the rate and consistency of the net return on
shareholders' equity capital investment at corporate book value, and (2) the
profits or losses of the corporation during generally adverse economic periods,
including its ability to withstand adverse financial developments.
GROWTH per common share of the corporation's equity capital, earnings, and
dividends -- rather than the corporation's overall growth of dollar sales and
income.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
<PAGE>
DEBT SECURITIES
Wright ratings for commercial paper, corporate bonds and bank certificates
of deposit consist of the two central positions of the four position
alphanumeric corporate equity rating. The two central positions represent those
factors which are most applicable to fixed income and reserve investments. The
first, Financial Strength, represents the amount, the adequacy and the liquidity
of the corporation's resources in relation to current and potential
requirements. Its principal components are aggregate equity and total capital,
the ratios of (a) invested equity capital, and (b) long-term debt, total of
corporate capital, the adequacy of net working capital, fixed-charges coverage
ratio and other appropriate criteria. The second letter represents Profitability
and Stability and measures the record of a corporation's management in terms of:
(a) the rate and consistency of the net return on shareholders' equity capital
investment at corporate book value, and (b) the profits and losses of the
corporation during generally adverse economic periods, and its ability to
withstand adverse financial developments.
The first letter rating of the Wright four-part alphanumeric corporate
rating is not included in the ratings of fixed income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
A-1 AND P-1 COMMERCIAL PAPER RATINGS
BY STANDARD & POOR'S AND MOODY'S
A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
`A': Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety. The
`A-1' designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information.
Issuers (or related supporting institutions) rated P-1 by Moody's have a
superior capacity for repayment of short-term promissory obligations. P-1
<PAGE>
repayment capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
<PAGE>
P R O S P E C T U S MAY 1, 1995
- -------------------------------------------------------------------------------
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
- -------------------------------------------------------------------------------
A SERIES OF
THE WRIGHT MANAGED EQUITY TRUST
A mutual fund seeking growth of capital and reasonable current income
- -------------------------------------------------------------------------------
Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559,
BOSTON, MA 02104
Or Call: THE FUND ORDER ROOM -- (800) 225-6265
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference.
A Statement of Additional Information dated May 1, 1995 for the Fund has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference. This Statement is available without charge from Wright Investors'
Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604 (800-888-9471).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE
PRINCIPAL INVESTMENT.
TABLE OF CONTENTS
PAGE
An Introduction to the Fund....................... 2
Shareholder and Fund Expenses..................... 3
Financial Highlights.............................. 4
Performance Information........................... 5
The Fund's Investment Objectives and Policies..... 5
Other Investment Policies......................... 6
Special Investment Considerations................. 6
The Investment Adviser............................ 8
The Administrator................................. 9
Distribution Expenses............................. 10
How the Fund Values its Shares.................... 11
How to Buy Shares................................. 11
How Shareholder Accounts are Maintained........... 13
Distributions by the Fund......................... 13
Taxes............................................. 13
How to Exchange Shares............................ 15
How to Redeem or Sell Shares...................... 16
Other Information................................. 17
Tax-Sheltered Retirement Plans.................... 18
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
AN INTRODUCTION TO THE FUND
THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION SET FORTH BELOW IN THIS PROSPECTUS.
The Trust................The Wright Managed Equity Trust
(the "Trust") is an open-end management investment
company known as a mutual fund, is registered under the
Investment Company Act of 1940, as amended, and
consists of four series (the Funds) (including three
series that are being offered under a separate
prospectus). Each Fund is a diversified fund and
represents a separate and distinct series of the
Trust's shares of beneficial interest.
The Fund.................WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND (WIBC).
Investment...............The Fund seeks to enhance total investment return
Objective (consisting of price appreciation plus income) by
investing in a broadly diversified portfolio of
equity securities of well-established, non-U.S.
companies meeting strict quality standards. The Fund
may buy common stocks traded on a securities exchange
in the country in which the company is based, other
foreign securities exchanges or it may purchase
American Depositary Receipts ("ADRs") traded in the
United States. The net asset value of the Fund's
shares is calculated in U.S. dollars while the Fund's
portfolio securities may be quoted in foreign
currencies. Investors should understand that the
fluctuations in foreign exchange rates may impact
the value of their investment.
The Investment...........The Fund has engaged Wright Investors' Service, 1000
Adviser Lafayette Boulevard, Bridgeport, Connecticut 06604
("Wright" or the "Investment Adviser") as investment
adviser to carry out the investment and reinvestment of
the Fund's assets.
The Administrator........The Fund also has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal
Street, Boston, MA 02110 as administrator to manage
the Fund's legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc. is the
Distributor of the Fund's shares and receives a
distribution fee equal on an annual basis to 2/10 of
1% of the Fund's average daily net assets.
How to Purchase..........There is no sales charge on the purchase of shares of
Fund Shares the Fund. Shares of the Fund may be purchased at the
net asset value per share next determined after
receipt and acceptance of the purchase order. The
minimum initial investment is 1,000, although
this will be waived for investments in 401(k)
tax-sheltered retirement plans. There is no minimum
amount for subsequent purchases.
Distribution ............Distributions are paid in additional shares at net
Options asset value or cash as the shareholder elects.
Unless the shareholder has elected to receive
dividends and distributions in cash, dividends and
distributions will be reinvested in additional shares
of the Fund at net asset value per share as of the
investment date.
<PAGE>
Redemptions..............Shares may be redeemed directly from the Fund at the
net asset value per share next determined after receipt
of the redemption request in good order.
Exchange ................Shares of the Fund may be exchanged for shares of
Privilege certain other funds managed by the Investment Adviser
at the net asset value next determined after receipt
of the exchange request in good order.
Net Asset Value..........Net asset value per share of the Fund is calculated on
each day the New York Stock Exchange is open for
trading.
Taxation.................The Fund has elected to be treated, has qualified and
intends to continue to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code and consequently, should not be liable for
federal income tax on net investment income and net
realized capital gains that are distributed to
shareholders in accordance with applicable timing
requirements.
Shareholder..............Each shareholder will receive annual and semi-annual
Communications reports containing financial statements, and a
statement confirming each share transaction.
Financial statements included in annual reports
audited by the Trust's independent certified public
accountants.
SHAREHOLDER AND FUND EXPENSES
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in the Fund. The percentages shown below
representing total operating expenses are based on actual amounts incurred for
the fiscal year ended December 31, 1994.
- ----------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES .................. none
ANNUALIZED FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Adviser Fee........................ 0.77%
Rule 12b-1 Distribution Expense............... 0.20%
Other Expenses (including
administration fee of 0.14%)................ 0.34%
TOTAL OPERATING EXPENSES ..................... 1.31%
- ----------------------------------------------------------------
EXAMPLE OF FUND EXPENSES
The following is an illustration of the total transaction and operating expenses
that an investor in the Fund would bear over different periods of time, assuming
a investment of $1,000, a 5% annual return on the investment and redemption at
the end of each period:
- ----------------------------------------------------------------
1 Year.............................. $ 13
3 Years............................ 42
5 Years........................... 72
10 Years............................. 158
- ----------------------------------------------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL PAST
EXPENSES OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN DEPENDING UPON A VARIETY OF FACTORS INCLUDING THE ACTUAL PERFORMANCE OF
THE FUND. Moreover, while the Example assumes a 5% annual return, the Fund's
actual performance will vary and may result in actual returns greater or less
than 5%.
The Fund's payment of a distribution fee may result in a long-term
shareholder indirectly paying more than the economic equivalent of the maximum
initial sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which has been so included in reliance upon the report of Deloitte & Touche LLP,
independent certified public accounts, as experts in accounting and auditing,
which report is contained in the Fund's Statement of Additional Information.
Further information regarding the performance of the Fund is contained in the
Fund's annual report to shareholders which may be obtained without charge by
contacting the Fund's Principal Underwriter, Wright Investors' Service
Distributors, Inc. at 800-888-9471.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1994 1993 1992 1991 1990 1989[2]
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year........... $ 13.410 $ 10.520 $ 11.040 $ 9.520 $ 10.400 $ 10.000
-------- -------- --------- --------- --------- --------
Income from Investment Operations:
Net investment income[1]................. $ 0.127 $ 0.107 $ 0.094 $ 0.115 $ 0.164 $ 0.092
Net realized and unrealized gain (loss)
on investments........................ (0.347) 2.853 (0.524) 1.515 (0.874) 0.353
------ ----- ------ ----- ------ -----
Total income (loss) from investment
operations........................ $ (0.220) $ 2.960 $ (0.430) $ 1.630 $ (0.710) $ 0.445
-------- -------- --------- --------- --------- --------
Less Distributions:
From net investment income.............. $ (0.100) $ (0.070) $ (0.090) $ (0.110) $ (0.170) $ (0.045)
-------- -------- --------- --------- --------- --------
Net asset value, end of year................. $ 13.090 $ 13.410 $ 10.520 $ 11.040 $ 9.520 $ 10.400
======== ======== ========= ========= ========= ========
Total Return ............................... (1.64%) 28.22% (3.94%) 17.21% (6.92%) 4.46%[4]
Ratios/Supplemental Data
Net assets, end of year (000 omitted)... $200,232 $ 100,071 $ 74,409 $ 51,802 $ 18,842 $14,363
Ratio of expenses to average net assets. 1.31% 1.46% 1.51% 1.67% 1.65% 0.59%[3]
Ratio of net investment income to average
net assets............................ 1.00% 0.67% 0.81% 1.12% 1.66% 3.28%[3]
Portfolio Turnover Rate................. 12% 30% 15% 23% 13% 0%
<FN>
[1] During each of the two years in the period ended December 31, 1990, the
operating expenses of the Fund were reduced either by a reduction of the
investment adviser fee, administrator fee, or distribution fee or a reduction of
a combination of these fees. Had such actions not been undertaken, the
investment income per share and the annualized ratios would have been as
follows:
Year Ended December 31,
------------------------
1990 1989[2]
- ----------------------------------------------------------------------------------------------------------------------------
Net investment income per share............................... $ 0.092 $ 0.065
Ratios (As a percentage of average net assets):
Expenses ................................................ 2.38% 1.55%[3]
Net investment income.................................... 0.93% 2.33%[3]
[2] For the period from September 14, 1989 (commencement of operations), to December 31, 1989.
[3] Annualized.
[4] Not annualized.
</FN>
</TABLE>
<PAGE>
PERFORMANCE AND YIELD INFORMATION
From time to time, the Fund may publish its total return in advertisements and
communications to shareholders. The Fund's total return is determined by
computing the annual percentage change in value of $1,000 invested at the
maximum public offering price (net asset value) for specified periods ending
with the most recent calendar quarter, assuming reinvestment of all
distributions. Investors should note that the investment results of the Fund
will fluctuate over time, and any presentation of the Fund's total return for
any prior period should not be considered as a representation of what an
investment may earn or what an investor's total return may be in any future
period.
THE FUND'S INVESTMENT OBJECTIVES AND POLICIES
The Fund's objective is to provide long-term growth of capital and at the same
time earn reasonable current income. Securities selected for the Fund are drawn
from an investment list prepared by Wright and known as The International
Approved Wright Investment List (the "International AWIL").
THE INTERNATIONAL APPROVED WRIGHT INVESTMENT LIST (AWIL). Wright systematically
reviews the about 8,000 non-U.S. companies from 36 countries contained in
Wright's WORLDSCOPE(R) database in order to identify those which, on the basis
of at least five years of audited records, pass the minimum standards of
prudence (e.g. the value of its assets and shareholders equity exceeds certain
minimum standards and the company's operations have been profitable during the
last three years) and thus are suitable for consideration by fiduciary
investors. Companies which meet these requirements (about 2,500 companies) are
considered by Wright to be "investment grade". They may be large or small, may
have their securities traded on exchanges or over the counter, and may include
companies not currently paying dividends on their shares.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet Wright's 32 fundamental standards of Premium
Investment Quality. Only those companies which meet or exceed all of these
standards are eligible for selection by the Wright Investment Committee for
inclusion in The International Approved Wright Investment List. See the
Statement of Additional Information for a more detailed description of Wright
Quality Ratings and the International AWIL.
All companies on the International AWIL are, in the opinion of Wright,
soundly financed "True Blue Chips" with established records of earnings
profitability and equity growth. All have established investment acceptance and
active, liquid markets for their publicly owned shares.
The investment objective and, unless otherwise indicated, policies of the
Fund may be changed by the Trustees of the Trust without a vote of the Fund's
shareholders. Any such change of the investment objective of the Fund will be
preceded by thirty days' advance notice to each shareholder of the Fund. If any
changes were made, the Fund might have an investment objective different from
the objective which an investor considered appropriate at the time the investor
became a shareholder in the Fund. There is no assurance that the Fund will
achieve its investment objective. The market price of securities held by the
Fund and the net asset value of the Fund's shares will fluctuate in response to
international stock market developments and currency exchange rate fluctuations.
The Fund seeks to enhance the total investment return (consisting of price
appreciation plus income) by providing management of a broadly diversified
portfolio of equity securities of well-established, non-U.S. companies meeting
strict quality standards. The Fund will, through continuous professional
investment supervision by Wright, pursue these objectives by investing in a
diversified portfolio of equity securities of high-quality, well-established and
profitable non-U.S. companies having their principal business activities in at
least three different countries outside the United States.
The Fund will, under normal market conditions, invest at least 80% of its
net assets in International Blue Chip equity securities, including common
stocks, preferred stocks and securities convertible into stock. International
Blue Chip equity securities are those which are included in
<PAGE>
the International AWIL, as described above. However, for temporary
defensive purposes the Fund may hold cash or invest more than 20% of its net
assets in the short-term debt securities described under "Special Investment
Considerations -- Defensive Investments."
The Fund may purchase equity securities traded on a securities market of
the country in which the company is located or other foreign securities
exchanges, or it may purchase American Depositary Receipts ("ADRs") traded in
the United States. Purchases of shares of the Fund are suitable for investors
wishing to diversify their portfolios by investing in non-U.S. companies or for
investors who simply wish to participate in non-U.S. investments. Although the
value of the Fund's net assets per share will be calculated in U.S. dollars,
fluctuations in foreign currency exchange rates may affect the value of an
investment in the Fund.
The disciplines which determine sale include disposing of equity securities
of any company which no longer meets the quality standards of the International
AWIL. The disciplines which determine purchase provide that new funds, income
from the Fund's portfolio securities and proceeds of sales of the Fund's
portfolio securities will be used to increase those positions which at current
market value are the furthest below their normal target values.
OTHER INVESTMENT POLICIES
The Fund has adopted certain fundamental investment restrictions which are
enumerated in detail in the Statement of Additional Information and which may be
changed only by the vote of a majority of the Fund's outstanding voting
securities. Among the restrictions, the Fund may not borrow money in excess of
1/3 of the current market value of the Fund's net assets (excluding the amount
borrowed), invest more than 5% of the Fund's total assets taken at current
market value in the securities of any one issuer, purchase more than 10% of the
voting securities of any one issuer or invest 25% or more of the Fund's total
assets in the securities of issuers in the same industry. There is, however, no
limitation in respect to investments in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. The Fund has no current
intention of borrowing for leverage or speculative purposes.
The Fund is not intended to be a complete investment program, and the
prospective investor should take into account his objectives and other
investments when considering the purchase of Fund shares. The Fund cannot
eliminate risk or assure achievement of its objective.
SPECIAL INVESTMENT CONSIDERATIONS
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements to the
extent permitted by its investment policies in order to earn income on
temporarily uninvested cash. A repurchase agreement is an agreement under which
the seller of securities agrees to repurchase and the Fund agrees to resell the
securities at a specified time and price. The Fund may enter into repurchase
agreements only with large, well-capitalized banks or government securities
dealers that meet Wright credit standards. In addition, such repurchase
agreements will provide that the value of the collateral underlying the
repurchase agreement will always be at least equal to the repurchase price,
including any accrued interest earned under the repurchase agreement. In the
event of a default or bankruptcy by a seller under a repurchase agreement, the
Fund will seek to liquidate such collateral. However, the exercise of the right
to liquidate such collateral could involve certain costs, delays and
restrictions and is not ultimately assured. To the extent that proceeds from any
sale upon a default of the obligation to repurchase are less than the repurchase
price, the Fund could suffer a loss.
DEFENSIVE INVESTMENTS. During periods of unusual market conditions, when Wright
believes that investing for temporary defensive purposes is appropriate, all or
any portion of the Fund's assets may be held in cash or invested in short-term
obligations, including but not limited to short-term obligations issued or
guaranteed as to interest and principal by the U.S. Government or any agency or
instrumentality thereof (including repurchase agreements collateralized by such
securities); commercial paper which at the date of
<PAGE>
investment is rated A-1 by Standard & Poor's Ratings Group ("Standard &
Poor's") or P-1 by Moody's Investors Service, Inc. ("Moody's"), or, if not rated
by such rating organization, is deemed by the Trustees to be of comparable
quality; short-term corporate obligations and other debt instruments which at
the date of investment are rated AA or better by Standard & Poor's or Aa or
better by Moody's or, if unrated by such rating organization, are deemed by the
Trustees to be of comparable quality; and certificates of deposit, bankers'
acceptances and time deposits of domestic and foreign banks which are determined
to be of high quality by the Trustees. The Fund may invest in instruments and
obligations of banks that have other relationships with the Fund, Wright, Eaton
Vance or Investors Bank & Trust Company, an affiliate of Eaton Vance. No
preference will be shown towards investing in banks which have such
relationships.
FOREIGN INVESTMENTS. Investing in securities of foreign companies and
governments involves certain considerations in addition to those arising when
investing in domestic securities. These considerations include the possibility
of currency exchange rate fluctuations and revaluation of currencies, the
existence of less publicly available information about foreign issuers,
different accounting, auditing and financial reporting standards, less stringent
securities regulation, non-negotiable brokerage commissions, different tax
provisions, political or social instability, war or expropriation. Moreover,
foreign stock and bond markets generally are not as developed and efficient as
those in the United States and, therefore, the volume and liquidity in those
markets may be less, and the volatility of prices may be greater, than in U.S.
markets. Settlement of transactions on foreign markets may be delayed beyond
what is customary in U.S. markets. These considerations generally are of greater
concern in developing countries.
The value in U.S. dollars of investments quoted or denominated in foreign
currencies will be affected by changes in currency exchange rates. As one way of
managing currency exchange rate risk, the Fund may enter into forward foreign
currency exchange contracts, which are agreements to purchase or sell a
designated amount of foreign currencies at a specified price and date. The Fund
will usually enter into these contracts to fix the U.S. dollar value of a
security it has agreed to buy or sell. The Fund may also use these contracts to
hedge the U.S. dollar value of a security it already owns, particularly if it
expects a decline in the value of the currency in which the foreign security is
quoted or denominated. Although the Fund will attempt to benefit from using
forward contracts, the success of its hedging strategy will depend on the
Investment Adviser's ability to predict accurately the future exchange rate
between foreign currencies and the U.S. dollar. The ability to predict the
direction of currency exchange rates involves skills different from those used
in selecting securities. The Fund may hold foreign currency or short-term U.S.
or foreign government securities pending investment in foreign securities.
LENDING PORTFOLIO SECURITIES. The Fund may seek to increase its total return by
lending portfolio securities to broker-dealers or other institutional borrowers.
Under present regulatory policies of the Securities and Exchange Commission,
such loans are required to be continuously secured by collateral in cash,
cash-equivalents and U.S. Government securities held by the Fund's custodian and
maintained on a current basis at an amount at least equal to the market value of
the securities loaned, which will be marked to market daily. During the
existence of a loan, the Fund will continue to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned and will also
receive a fee, or all or a portion of the interest, if any, on investment of the
collateral. However, the Fund may at the same time pay a transaction fee to such
borrowers. As with other extensions of credit there are risks of delay in
recovery or even loss of rights in the securities loaned if the borrower of the
securities fails financially. However, the loans will be made only to
organizations deemed by the Investment Adviser to be of good standing and when,
in the judgment of the Investment Adviser, the consideration which can be earned
from securities loans of this type justifies the attendant risk. The financial
condition of the borrower will be monitored by the Investment Adviser on an
ongoing basis and collateral values will be continuously maintained at no less
than 100% by "marking to market" daily. If the Investment Adviser decides to
make securities loans on behalf of the Fund, it is intended that the value of
the securities loaned would not exceed 30% of the Fund's total assets.
<PAGE>
THE INVESTMENT ADVISER
The Fund has engaged Wright Investors' Service ("Wright"), 1000 Lafayette
Boulevard, Bridgeport, Connecticut, to act as its investment adviser pursuant to
an Investment Advisory Contract. Under the general supervision of the Trustees
of the Trust, Wright furnishes the Fund with investment advice and management
services. The Trustees of the Trust are responsible for the general oversight of
the conduct of the Fund's business.
Wright is a leading independent international investment management and
advisory firm with more than 30 years' experience. Its staff of over 175 people
includes a highly respected team of 70 economists, investment experts and
research analysts. Wright manages assets for bank trust departments,
corporations, unions, municipalities, eleemosynary institutions, professional
associations, institutional investors, fiduciary organizations, family trusts
and individuals as well as mutual funds. Wright operates one of the world's
largest and most complete databases of financial information on 12,000 domestic
and international corporations. At the end of 1994, Wright managed approximately
$4 billion of assets.
Under Wright's Investment Advisory Contract with the Trust, Wright receives
monthly advisory fees at the annual rates (as a percentage of average daily net
assets) set forth in the table below. The table also lists the Fund's aggregate
net asset value at December 31, 1994 and the advisory fee rate paid during the
fiscal year ended December 31, 1994.
The advisory fee rates paid by the Fund are higher than those paid by most
other mutual funds. This higher fee is attributable to the specialized expertise
required to implement the Fund's international investments and is comparable to
the fees paid by many other funds with similar investment objectives and
policies.
Pursuant to the Investment Advisory Contract, Wright also furnishes for the
use of the Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Fund. The Fund is responsible for
the payment of all expenses relating to its operations other than those
expressly stated to be payable by Wright under its Investment Advisory Contract.
An Investment Committee of six senior officers, all of whom are experienced
analysts, exercises disciplined direction and control over all investment
selections, policies and procedures for each Fund. The Committee, following
highly disciplined buy-and-sell rules, makes all decisions for the selection,
purchase and sale of all securities. The members of the Committe are as follows:
JOHN WINTHROP WRIGHT, Chairman of the Investment Committee, Chairman and
Chief Executive Officer of Wright Investors' Service. AB Amherst College. Before
founding Wright Investors' Service in 1960, Mr. Wright was treasurer, St. John's
College; Commander, USNR; Executive Vice President, Standard Air Services;
President, Wright Power Saw & Tool Corp.; Senior Partner, Andris Trubee & Co.
(financial consultants); and Chairman, Rototiller, Inc. Mr. Wright has
frequently been interviewed on radio and television in the United States and
Europe and his published investment and financial writings are widely quoted.
His testimony has often been requested by various House and Senate Committees of
the Congress on matters concerning monetary policy and taxes. He participated in
the 1974 White House Financial Summit on Inflation and the 1980 Congressional
Economic Conference. He is a director of the Center for Financial Studies and a
member of the Board of Visitors of the School of Business at Fairfield
University, a fellow of the University of Bridgeport Business School and a
Trustee of the Institutes for the Development of Human Potential in
Philadelphia. He is also a member of the New York Society of Security Analysts.
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
----------------------------------------------------------------------------- Aggregate Fee Rate Paid
Under $100 Million to $250 Million to $500 Million to Over NAV for the Fiscal Year
$100 Million $250 Million $500 Million $1 Billion $1 Billion at 12/31/94 Ended 12/31/94
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
0.75% 0.79% 0.77% 0.73% 0.68% $200,231,636 0.77%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
JUDITH R. CORCHARD, Vice Chairman of the Investment Committee, Executive
Vice President-Investment Management of Wright Investors' Service. Ms. Corchard
attended the University of Connecticut and joined Wright Investors' in 1960. She
is a member of the New York Society of Security Analysts and the Hartford
Society of Financial Analysts.
PETER M. DONOVAN, CFA, President of Wright Investors' Service. Mr. Donovan
received a BA Economics, Goddard College and joined Wright Investors' Service
from Jones, Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president
of The Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright
Managed Blue Chip Series Trust, and The Wright EquiFund Equity Trust. He is also
director of EquiFund - Wright National Equity Fund, a Luxembourg SICAV. He is a
member of the New York Society of Security Analysts and the Hartford Society of
Financial Analysts.
JATIN J. MEHTA, CFA, Executive Counselor and Director of Education of
Wright Investors' Service. Mr. Mehta received a BS Civil Engineering, University
of Bombay, India and an MBA from the University of Bridgeport. Before joining
Wright in 1969, Mr. Mehta was an executive of the Industrial Credit Investment
Corporation of India, a development bank promoted by the World Bank for
financial assistance to private industry. He is a Trustee of The Wright Managed
Blue Chip Series Trust. He is a member of the New York Society of Security
Analysts and the Hartford Society of Financial Analysts.
HARIVADAN K. KAPADIA, CFA, Senior Vice President - Investment Analysis and
Information of Wright Investors' Service. Mr. Kapadia received a BA (hon.)
Economics and Statistics and MA Economics, University of Baroda, India and an
MBA from the University of Bridgeport. Before joining Wright in 1969, Mr.
Kapadia was Assistant Lecturer at the College of Engineering and Technology in
Surat, India and Lecturer, B.J. at the College of Commerce & Economics, VVNagar,
India. He has published the textbooks: "Elements of Statistics," "Statistics,"
"Descriptive Economics," and "Elements of Economics." He was appointed Adjunct
Professor at the Graduate School of Business, Fairfield University in 1981. He
is a member of the New York Society of Security Analysts and the Hartford
Society of Financial Analysts.
MICHAEL F. FLAMENT, CFA, Senior Vice President - Investment and Economic
Analysis of Wright Investors' Service. Mr. Flament received a BS Mathematics,
Fairfield University; MA Mathematics, University of Massachusetts and an MBA
Finance, University of Bridgeport. He is a member of the New York Society of
Security Analysts and the Hartford Society of Financial Analysts.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute the Fund's portfolio security transactions
on the most favorable terms and in the most effective manner possible. Subject
to the foregoing, Wright may consider sales of shares of the Fund or of other
investment companies sponsored by Wright as a factor in the selection of
broker-dealer firms to execute such transactions.
Wright is also the investment adviser to the other Funds in The Wright
Managed Equity Trust, The Wright Managed Income Trust, The Wright Managed Blue
Chip Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds").
THE ADMINISTRATOR
The Fund engages Eaton Vance as its administrator under an Administration
Agreement. Under the Administration Agreement, Eaton Vance is responsible for
managing the legal and business affairs of the Fund, subject to the supervision
of the Trust's Trustees. Eaton Vance's services include recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of the Fund's custodian and transfer
agent, providing assistance in connection with the Trustees' and shareholders'
meetings and other administrative services necessary to conduct the Fund's
business. Eaton Vance will not provide any investment
<PAGE>
management or advisory services to the Fund. For its services under the
Administration Agreement, Eaton Vance receives a monthly administration fee at
the annual rates (as a percentage of average daily net assets) set forth in the
following table.
ANNUAL % ADMINISTRATION FEE RATES
- ------------------------------------------ Fee Rate Paid
Under $100 Million $250 Million Over for the Fiscal
$100 to to $500 Year Ended
Million $250 Million $500 Million Million 12/31/94
- -------------------------------------------------------------
0.20% 0.06% 0.03% 0.02% 0.14%
- -------------------------------------------------------------
Eaton Vance, its affiliates and its predecessor companies have been
managing assets of individuals and institutions since 1924 and managing
investment companies since 1931. In addition to acting as the administrator of
the Fund, Eaton Vance or its affiliates act as investment adviser to investment
companies and various individual and institutional clients with assets under
management of approximately $15 billion. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding company. EVC,
through its subsidiaries and affiliates, engages in investment management and
marketing activities, fiduciary and banking services, oil and gas operations,
real estate investment, consulting and management activities, and the
development of precious metals properties.
DISTRIBUTION EXPENSES
In addition to the fees and expenses payable by the Fund in accordance with the
Investment Advisory Contract and Administration Agreement, the Fund pays for
certain expenses pursuant to a Distribution Plan (the "Plan") adopted by the
Trust and designed to meet the requirements of Rule 12b-1 under the Investment
Company Act of 1940.
The Trust's Plan provides that monies may be spent by the Fund on any
activities primarily intended to result in the sale of the Fund's shares,
including, but not limited to, compensation paid to and expenses incurred by
officers, Trustees, employees or sales representatives of the Trust, including
telephone expenses, the printing of prospectuses and reports for other than
existing shareholders, preparation and distribution of sales literature, and
advertising of any type. The expenses covered by the Trust's Plan may include
payments to any separate distributors under agreement with the Trust for
activities primarily intended to result in the sale of the Trust's shares.
The Trust has entered into a distribution contract with Wright Investors'
Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly
owned subsidiary of Wright. Under the Plan, as amended, it is intended that the
Fund will pay 2/10 of 1% of its average daily net assets to WISDI. Subject to
the 2/10 of 1% per annum limitation imposed by the Plan, the Fund may pay
separately for expenses of any other activities primarily intended to result in
the sale of its shares.
The following table shows the distribution expenses allowable to WISDI and
paid by the Fund for the fiscal year ended December 31, 1994.
Distribution Expenses
Distribution Expenses Paid as a % of Fund's Average
Paid by Fund Net Asset Value
- --------------------------------------------------------------
$363,055 0.20%
- --------------------------------------------------------------
The Principal Underwriter may use the distribution fee for its expenses of
distributing the Fund's shares, including allocable overhead expenses. Any
distribution expenses exceeding the amounts paid by the Fund to the Principal
Underwriter were not incurred by the Principal Underwriter but were paid by
Wright from its own assets. Distribution expenses not specifically attributable
to the Fund are allocated among the Fund and certain other investment companies
for which Wright acts as Principal Underwriter, based on the amount of sales of
the Fund's shares resulting from the Principal Underwriter's distribution
efforts and expenditures. If the distribution fee exceeds the Principal
Underwriter's expenses, the Principal Underwriter may realize a profit from
these arrangements. The Trust's Plan is a compensation plan. If the Plan is
terminated, the Fund would stop paying the distribution fee and the Trustees
would consider other methods of financing the distribution of the Fund's shares.
<PAGE>
HOW THE FUND VALUES ITS SHARES
The Trust values the shares of the Fund once on each day the New York Stock
Exchange ("NYSE") is open as of the close of regular trading on the NYSE
(normally 4:00 p.m. New York time). The net asset value is determined in the
manner authorized by the Trustees of the Trust by the Fund's custodian (as agent
for the Fund) with the assistance of Wright for securities that involve
valuation problems. Such determination is accomplished by dividing the number of
outstanding shares of the Fund into its net worth (the excess of its assets over
its liabilities).
Portfolio securities traded on more than one United States national
securities exchange or foreign securities exchange are valued by the Fund's
custodian at the last sale price on the business day as of which such value is
being determined at the close of the exchange representing the principal market
for such securities, unless those prices are deemed by Wright to be not
representative of market values. Securities which cannot be valued at such
prices, will be valued by Wright at fair value in accordance with procedures
adopted by the Trustees. Foreign currencies, options on foreign currencies and
forward foreign currency contracts will be valued at their last sales price as
determined by published quotations or as supplied by banks that deal in such
instruments. The value of all assets and liabilities expressed in foreign
currencies will be converted into U.S. dollar value at the mean between the
buying and selling rates of such currencies against U.S. dollars last quoted by
any major bank. If such quotations are not available, the rate of exchange will
be determined in good faith by or under procedures established by the Trustees.
Securities traded over-the-counter, unlisted securities and listed securities
for which closing sale prices are not available are valued at the mean between
latest bid and asked prices or, if such bid and asked prices are not available,
at prices supplied by a pricing agent selected by Wright, unless such prices are
deemed by Wright not to be representative of market values at the close of
business of the NYSE. Securities for which market quotations are unavailable,
restricted securities, securities for which prices are deemed by Wright not to
be representative of market values, and other assets will be appraised at their
fair value as determined in good faith according to guidelines established by
the Trustees of the Trust. Short-term obligations with remaining maturities of
sixty days or less are valued at amortized cost, which approximates market
value. Options traded on exchanges and over-the-counter will be valued at the
last current sales price on the market where such option is principally traded.
Over-the-counter and listed options for which a last sales price is not
available will be valued on the basis of quotations supplied by dealers who
regularly trade such options or if such quotations are not available or deemed
by Wright not to be representative of market values, at fair value.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
on each business day in New York (i.e., a day on which the NYSE is open for
trading). In addition, European or Far Eastern securities trading generally or
in a particular country or countries may not take place on all business days in
New York. Furthermore, trading takes place in Japanese markets on certain
Saturdays and in various foreign markets on days which are not business days in
New York and on which the Funds' net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the
prices of the majority of the portfolio securities used in such calculation.
Events affecting the values of portfolio securities that occur between the time
their prices are determined and the close of the NYSE will not be reflected in
the Fund's calculation of net asset value unless Wright deems that the
particular event would materially affect net asset value, in which case an
adjustment will be made.
HOW TO BUY SHARES
Shares of the Fund are sold without a sales charge at the net asset value next
determined after the receipt of a purchase order as described below. The minimum
initial purchase of shares is $1,000, although this will be waived for
investments in 401(k) tax-sheltered retirement plans or for Bank Draft Investing
accounts, which may be established with an investment of $50 or more. There is
no minimum amount required for subsequent purchases except for Bank Draft
Investing Accounts which have a minimum of $50
<PAGE>
applicable to each subsequent investment. The Fund reserves the right to
reject any order for the purchase of its shares or to limit or suspend, without
prior notice, the offering of its shares.
Shares of the Fund may be purchased or redeemed through an investment
dealer, bank or other institution. Such purchase or redemption will not be
effective until the order or request is received by the Fund's transfer agent.
Charges may be imposed by the institution for its services. Any such charges
could constitute a material portion of a smaller account. Shares may be
purchased or redeemed directly from or with the Fund without imposition of any
charges other than those described in this Prospectus.
BY WIRE: Investors may purchase shares by transmitting immediately
available funds (Federal Funds) by wire to:
Federal Reserve Bank of Boston
A/C Investors Bank & Trust Company
for Wright International Blue Chip Equities Fund
Name and account number of Shareholder's Account
Initial purchase -- Upon making an initial investment by wire, an investor
must first telephone the Order Department of the Fund at 800-225-6265 to advise
of the action and to be assigned an account number. If this telephone call is
not made, it may not be possible to process the order promptly. In addition, an
Account Instructions form, which is available through WISDI, should be promptly
forwarded to The Shareholder Services Group, Inc. (the "Transfer Agent") at the
following address:
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
Subsequent Purchases -- Additional investments may be made at any time
through the wire procedure described above. The Fund's Order Department must be
immediately advised by telephone at 800-225-6265 of each transmission of funds
by wire.
BY MAIL: Initial Purchases -- The Account Instructions form available
through WISDI should be completed, signed and mailed with a check, Federal
Reserve Draft, or other negotiable bank draft, drawn on a U.S. bank and payable
in U.S. dollars, to the order of the Wright International Blue Chip Equities
Fund, and mailed to the Transfer Agent at the above address.
Subsequent Purchases -- Additional purchases may be made at any time by
check, Federal Reserve draft, or other negotiable bank draft, drawn on a U.S.
bank and payable in U.S. dollars, to the order of the Fund at the above address.
The sub-account, if any, to which the subsequent purchase is to be credited
should be identified together with the sub-account number and, unless otherwise
agreed, the name of the sub-account.
BANK DRAFT INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made through the shareholder's checking account via bank
draft each month or quarter. The $1,000 minimum initial investment and small
account redemption policy are waived for Bank Draft Investing accounts.
PURCHASE THROUGH EXCHANGE OF SECURITIES: Investors wishing to purchase
shares of the Fund through an exchange of portfolio securities should contact
WISDI to determine the acceptability of the securities and make the proper
arrangements. The shares of the Fund may be purchased, in whole or in part, by
delivering to the Fund's custodian securities that meet the investment objective
and policies of the Fund, have readily ascertainable market prices and
quotations and which are otherwise acceptable to the Investment Adviser and the
Fund. The Fund will only accept securities in exchange for shares of the Fund
for investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser, WISDI and the Fund reserve
the right to reject all or any part of the securities offered in
<PAGE>
exchange for shares of the Fund. An investor who wishes to make an exchange
should furnish to WISDI a list with a full and exact description of all of the
securities which he proposes to deliver. WISDI or the Investment Adviser will
specify those securities which the Fund is prepared to accept and will provide
the investor with the necessary forms to be completed and signed by the
investor. The investor should then send the securities, in proper form for
transfer, with the necessary forms to the Fund's custodian and certify that
there are no legal or contractual restrictions on the free transfer and sale of
the securities. Exchanged securities will be valued at their fair market value
as of the date that the securities in proper form for transfer and the
accompanying purchase order are both received by the Fund, using the procedures
for valuing portfolio securities as described under "How the Fund Values its
Shares" on page 11. However, if the NYSE or appropriate foreign stock exchange
is not open for unrestricted trading on such date, such valuation shall be on
the next day on which such Exchange is so open. The net asset value used for
purposes of pricing shares sold under the exchange program will be the net asset
value next determined following the receipt of both the securities offered in
exchange and the accompanying purchase order. Securities to be exchanged must
have a minimum aggregate value of $5,000. An exchange of securities is a taxable
transaction which may result in realization of a gain or loss for Federal and
state income tax purposes.
HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED
Upon the initial purchase of Fund shares, an account will be opened for the
account or sub-account of the investor. Subsequent investments may be made at
any time by mail to the Transfer Agent or by wire, as noted above. Distributions
paid in additional shares are credited to Fund accounts quarterly. Confirmation
statements indicating total shares of the Fund owned in the account or each
sub-account will be mailed to investors quarterly, and at the time of each
purchase or redemption. The issuance of shares will be recorded on the books of
the Fund. The Trust does not issue share certificates.
DISTRIBUTIONS BY THE FUND
The Trust intends to pay dividends from the net investment income of the Fund as
shown on the Fund's books at least annually. Any net capital gains realized from
the sale of securities or other transactions in the Fund's portfolio (reduced by
any available capital loss carryforwards from prior years) will be paid at least
annually, shortly before or after the close of the Fund's fiscal year.
Shareholders may reinvest dividends and accumulate capital gains distributions,
if any, in additional shares of the Fund at the net asset value as of the
ex-dividend date. Unless shareholders otherwise instruct, all distributions and
dividends will be automatically invested in additional shares of the Fund.
Alternatively, shareholders may reinvest capital gains distributions and direct
that dividends be paid in cash, or that both dividends and capital gains
distributions be paid in cash.
TAXES
The Fund is treated as a separate entity for Federal income tax purposes under
the Internal Revenue Code of 1986, as amended (the "Code"). The Fund has
qualified and elected to be treated as a regulated investment company for
Federal income tax purposes and intends to continue to qualify as such. In order
to so qualify, the Fund must meet certain requirements with respect to sources
of income, diversification of assets, and distributions to shareholders. The
Fund does not pay Federal income or excise taxes to the extent that it
distributes to its shareholders all of its net investment income and net
realized capital gains in accordance with the timing requirements of the Code.
In addition, the Fund will not be subject to Massachusetts income, corporate
excise or franchise taxation as long as it qualifies as a regulated investment
company under the Code.
In order to avoid Federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income for such year, at least 98% of the
excess of its realized capital gains over its realized capital losses
<PAGE>
(computed on the basis of the taxable year ending on December 31), after
reduction by any available capital loss carryforwards, and 100% of any income
and capital gains from the prior year (as previously computed) that was not paid
out during such year and on which the Fund paid no Federal income tax.
Distributions of net investment income, the excess of net short-term
capital gain over net long-term capital loss, and certain foreign currency gains
are taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. Distributions of the excess of the Fund's net
long-term capital gain over net short-term capital loss (including any capital
losses carried forward from prior years) are taxable as long-term capital gains
whether received in cash or reinvested in additional shares, regardless of how
long the shareholder has held the Fund shares.
Distributions on Fund shares shortly after their purchase, although in
effect a return of a portion of the purchase price, are generally subject to
Federal income tax. It is not expected that any portion of distributions by the
Fund will qualify for the corporate dividends-received deduction.
Shareholders may realize a taxable gain or loss upon a redemption or
exchange of shares of the Fund. Any loss realized upon the redemption or
exchange of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any distribution of net
long-term capital gains with respect to such shares. All or a portion of a loss
realized upon a redemption or other disposition of Fund shares may be disallowed
under "wash sale" rules if other Fund shares are purchased (whether through
reinvestment of dividends or otherwise) within the period beginning 30 days
before and ending 30 days after the date of such disposition.
The Fund's transactions in certain foreign currency forward contracts will
be subject to special tax rules, the effect of which may be to accelerate income
to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund
securities and convert capital gains or losses into ordinary gains or losses.
These rules may therefore affect the amount, timing and character of the Fund's
distributions to shareholders. In order to qualify as a regulated investment
company for Federal income tax purposes, the Fund must derive less than 30% of
its annual gross income from gross gains from the sale or other disposition of
securities and certain other investments held for less than three months and
will limit its activities in forward contracts, and other investments to the
extent necessary to comply with this requirement.
The Fund may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) derived
from securities of foreign issuers. These taxes may be reduced or eliminated
under the terms of an applicable U.S. income tax treaty. In any taxable year in
which more than 50% of the value of the Fund's assets at the close of such
taxable year consists of stocks or securities of foreign corporations, the Fund
may elect to pass through to its shareholders foreign tax credits or deductions
with respect to foreign income or other qualified foreign taxes paid by the
Fund. In such case, shareholders will be required to include in gross income
their pro rata portion of such taxes and will be eligible to claim a credit (or
if they itemize their deductions, a deduction) with respect to such taxes,
subject to certain conditions and limitations under the Code. Certain foreign
exchange gains and losses realized by the Fund will be treated as ordinary
income and losses. Certain uses of foreign currency and related forward
contracts and investment by the Fund in the stock of certain "passive foreign
investment companies" may be limited or in the latter case a tax election may be
made, if available, in order to avoid imposition of a tax on the Fund.
The Fund follows the accounting practice known as equalization, which may
affect the amount, timing and character of distributions.
Annually, shareholders of the Fund that are not exempt from information
reporting requirements will receive information on Form 1099 to assist in
reporting the prior calendar year's distributions and redemptions (including
exchanges) on Federal and state income tax returns. Dividends declared by the
Fund in October, November or December of any calendar year to shareholders of
record
<PAGE>
as of a date in such a month and paid the following January will be
treated for Federal income tax purposes as having been received by shareholders
on December 31 of the year in which they are declared.
Under Section 3406 of the Code, individuals and other nonexempt
shareholders who have not provided to the Fund their correct taxpayer
identification numbers and certain required certifications will be subject to
backup withholding of 31% on distributions made by the Fund and on proceeds of
redemptions or exchanges of shares of the Fund. In addition, the Fund may be
required to impose such backup withholding if it is notified by the IRS or a
broker that the taxpayer identification number is incorrect or that backup
withholding applies because of underreporting of interest or dividend income. If
such withholding is applicable, such distributions and proceeds will be reduced
by the amount of tax required to be withheld.
Special tax rules apply to IRA accounts (including penalties on certain
distributions and other transactions) and to other special classes of investors,
such as tax-exempt organizations, banks or insurance companies. Investors should
consult their tax advisers for more information.
Shareholders who are not United States persons should also consult their
tax advisers as to the potential application of certain U.S. taxes, including a
U.S. withholding tax at the rate of 30% (or at a lower treaty rate) on dividends
representing ordinary income to them, and of foreign taxes to their investment
in the Fund.
Dividends and other distributions may, of course, also be subject to state
and local taxes. Shareholders should consult their own tax advisers with respect
to state and local tax consequences of investing in the Fund.
HOW TO EXCHANGE SHARES
Shares of the Fund may be exchanged for shares of the Wright U.S. Treasury Money
Market Fund of The Wright Managed Income Trust, or for shares of any of the
Funds in The Wright EquiFund Equity Trust at net asset value at the time of the
exchange.
Participating bank trust departments and other institutional Wright clients
who are eligible to invest directly in the Wright Managed Investment Funds
("Institutional Investors") may exchange shares of the Fund at a price equal to
the net asset value for those of any of the funds in The Wright Managed Equity
Trust, The Wright Managed Income Trust or The Wright EquiFund Equity Trust. The
term "Institutional Investors" includes banks, insurance companies, professional
investment advisers, broker/dealers, financial institutions, municipalities,
professional trustees, pension plans, other fiduciaries, and similar
institutions who have a relationship with Wright in addition to or other than as
a shareholder of the Fund or the Wright Managed Investment Funds.
The Shareholder Services Group, Inc. makes exchanges at the next
determination of net asset value after receiving a request in writing mailed to
the address provided under "How to Buy Shares."
Telephone exchanges are also accepted if the exchange involves shares
valued at less than $25,000 and on deposit with The Shareholder Services Group,
Inc. and the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call The Shareholder Services Group, Inc. at 800-262-1122
or within Massachusetts, 617-573-9403 Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). All such telephone exchanges must be registered in
the same name(s) and with the same address and social security or other taxpayer
identification number as are registered with the Fund from which the exchange is
being made. Neither the Trust, the Principal Underwriter nor The Shareholder
Services Group, Inc. will be responsible for the authenticity of exchange
instructions received by telephone, provided that reasonable procedures have
been followed to confirm that instructions communicated are genuine, and if such
procedures are not followed, the Trust, the Fund, the Distributor or The
Shareholder Services Group, Inc. may be liable for any losses due to
unauthorized or fraudulent telephone instructions. Telephone instructions will
be tape recorded. In times of drastic economic or market changes, a telephone
exchange may be difficult to implement. Generally, shareholders will be limited
to four telephone exchange round-trips per year and the Fund may refuse requests
<PAGE>
for telephone exchanges in excess of four round-trips (a round-trip being the
exchange out of the Fund into another Wright Fund, then back to the Fund). The
Trust believes that use of the telephone exchange Privilege by investors
utilizing market-timing strategies adversely affects the Fund. Therefore, the
Trust generally will not honor requests for telephone exchanges by shareholders
identified by the Trust as "market-timers."
Additional documentation may be required for exchange requests if shares
are registered in the name of a corporation, partnership or fiduciary. Any
exchange request may be rejected by the Fund or the Principal Underwriter at its
discretion. Contact the Transfer Agent, The Shareholder Services Group, Inc.,
for additional information concerning the Exchange Privilege. The exchange
privilege may be changed or discontinued without penalty at any time.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege.
A shareholder should read the prospectus of the other fund and consider the
differences in objectives and policies before making any exchange. Shareholders
should be aware that for Federal and state income tax purposes, an exchange is a
taxable transaction which may result in the recognition of a gain or loss.
This exchange offer is available only in states where shares of such other
fund may be legally sold. Each exchange is subject to a minimum initial
investment of $1,000 in each Fund.
The prospectus of each fund describes its investment objectives and
policies and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
HOW TO REDEEM OR SELL SHARES
Shares of the Fund will be redeemed at the net asset value next determined after
receipt of a redemption request in good order as described below. Proceeds will
be mailed within seven days of such receipt. However, at various times the Fund
may be requested to redeem shares for which it has not yet received good
payment. If the shares to be redeemed represent an investment made by check, the
Fund may delay payment of redemption proceeds until the check has been collected
which, depending upon the location of the issuing bank, could take up to 15
days. For Federal and state income tax purposes, a redemption of shares is a
taxable transaction which may result in recognition of a gain or loss.
BY TELEPHONE: Shareholders who have made an appropriate election on their
account applications, or Participating Bank Trust Departments who have given
written authorization in advance, may effect a redemption by calling the Fund's
Order Department at 800-225-6265 (8:30 a.m. to 4:00 p.m. Eastern time). In times
when the volume of telephone redemptions is heavy, additional phone lines will
automatically be added by the Funds. However, in times of drastic economic or
market changes, a telephone redemption may be difficult to implement. When
calling to make a telephone redemption, shareholders should have available their
account number. A telephone redemption will be made at that day's net asset
value, provided that the telephone redemption request is received prior to 4:00
p.m. on that day. Telephone redemption requests received after 4:00 p.m. will be
effected at the net asset value determined for the next trading day. Payment
will be made by wire transfer to the bank account designated and normally, as
indicated above, within one business day after receipt of the redemption request
in good order. Institutional Investors may make redemptions and deposit the
proceeds in checking or other accounts of clients, as specified in instructions
furnished to the Funds at the time of initially purchasing Fund shares. Neither
the Trust, the Principal Underwriter nor The Shareholder Services Group, Inc.
will be responsible for the authenticity of redemption instructions received by
telephone, provided that reasonable procedures have been followed to confirm
that the instructions communicated are genuine, and if such procedures are not
followed, the Trust, the Fund, the Distributor or The Shareholder Services
Group, Inc. may be liable for any losses due to unauthorized or fraudulent
telephone instructions. Also, shareholders may effect a redemption by calling
the Funds' Transfer Agent, The Shareholder Services Group, Inc., at 800-262-1122
(8:30 a.m. to 4:00 p.m.
<PAGE>
Eastern time), if the redemption involves shares valued at less than
$25,000 and are on deposit with The Shareholder Services Group, Inc. Payment
will be made by check to the address of record. Telephone instructions will be
tape recorded.
BY MAIL: A shareholder may also redeem all or any number of shares at any
time by mail by delivering the request with a stock power to the Transfer Agent,
The Shareholder Services Group, Inc., Wright Managed Investment Funds, P.O. Box
1559, Boston, Massachusetts 02104. As in the case of telephone requests,
payments will normally be made within one business day after receipt of the
redemption request in good order. Good order means that the written redemption
requests or stock powers must be endorsed by the record owner(s) exactly as the
shares are registered and the signature(s) must be guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to The Shareholder
Services Group, Inc. In addition, in some cases, good order may require the
furnishing of additional documents, such as where shares are registered in the
name of a corporation, partnership or fiduciary.
The right to redeem shares of the Fund and to receive payment therefor may
be suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Although the Fund normally intends to redeem shares in cash, the Fund
reserves the right to deliver the proceeds of redemptions in the form of
portfolio securities if deemed advisable by the Trustees. The value of any such
portfolio securities distributed will be determined in the manner as described
under "How The Fund Values Its Shares" and may be more or less than a
shareholder's cost depending upon the market value of portfolio securities at
the time the redemption is made. If the amount of the Fund's shares to be
redeemed for a shareholder or a sub-account within a 90-day period exceeds the
lesser of $250,000 or 1% of the aggregate net asset value of the Fund at the
beginning of such period, the Fund reserves the right to deliver all or any part
of such excess in the form of portfolio securities. If portfolio securities were
distributed in lieu of cash, the shareholder would normally incur transaction
costs upon the disposition of any such securities.
Due to the relatively high cost of maintaining small accounts, the Fund
reserves the right to redeem fully at net asset value any account (including
accounts of clients of Participating Trust Departments) which at any time, due
to redemption or transfer, amounts to less than $1,000 for the Fund; any
shareholder who makes a partial redemption which reduces his account to less
than $1,000 would be subject to the Fund's right to redeem such account.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. Prior
to the execution of any such redemption, notice will be sent and the shareholder
will be allowed 60 days from the date of notice to make an additional investment
to meet the required minimum of $1,000. Thus, an investor making an initial
investment of $1,000 would not be able to redeem shares without being subject to
this policy.
OTHER INFORMATION
The Trust is a business trust established under Massachusetts law and is a
no-load, open-end management investment company. The Trust was established
pursuant to a Declaration of Trust dated June 17, 1982, as amended and restated
December 21, 1987.
The Trust's shares of beneficial interest have no par value. Shares of the
Trust may be issued in two or more series or "Funds". (The Trust also has three
additional
<PAGE>
series: Wright Selected Blue Chip Equities Fund, Wright Junior Blue
Chip Equities Fund and Wright Quality Core Equities Fund that are being offered
under a separate prospectus.) Each Fund's shares may be issued in an unlimited
number by the Trustees of the Trust. Each share of a Fund represents an equal
proportionate beneficial interest in that Fund and, when issued and outstanding,
the shares are fully paid and non-assessable by the relevant Fund. Shareholders
are entitled to one vote for each full share held. Fractional shares may be
voted in proportion to the amount of the net asset value of a Fund which they
represent. Voting rights are not cumulative, which means that the holders of
more than 50% of the shares voting for the election of the Trustees of the Trust
can elect 100% of the Trustees and, in such event, the holders of the remaining
less than 50% of the shares voting on the matter will not be able to elect any
Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of the Fund, shareholders are entitled to share
pro rata in the net assets of the Fund available for distribution to
shareholders, and in any general assets of the Trust not allocated to a
particular fund by the Trustees.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders 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
shareholders. In such an event, the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's by-laws, the Trustees shall continue to hold office and may
appoint successor Trustees. The Trustees shall only be liable in cases of their
willful misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
The Trust's by-laws provide that no persons shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The by-laws further provide
that the Trustees shall promptly call a meeting of shareholders for the purpose
of voting upon a question of removal of a Trustee when requested so to do by the
record holders of not less than 10 per centum of the outstanding shares.
TAX-SHELTERED RETIREMENT PLANS
The Fund is a suitable investment for individual retirement account plans for
individuals and their non-employed spouses, pension and profit sharing plans for
self-employed individuals, corporations and non-profit organizations, or 401(k)
tax-sheltered retirement plans. The minimum initial purchase of $1,000 will be
waived for investments in 401(k) plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or call:
(203) 330-5060
<PAGE>
WRIGHT INTERNATIONAL
BLUE CHIP EQUITIES FUND
PROSPECTUS
MAY 1, 1995
THE WRIGHT MANAGED EQUITY TRUST
INVESTMENT ADVISER
Wright Investors' Service
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
PRINCIPAL UNDERWRITER
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
ADMINISTRATOR
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110
24 FEDERAL STREET
BOSTON,MASSACHUSETTS 02110
WRIGHT
INTERNATIONAL
BLUE CHIP
EQUITIES FUND
- -------------------------------------------------------------------------
Description of art work on cover of Prospectus
Split Globe Logo in blue and green in middle of page
- -------------------------------------------------------------------------
PROSPECTUS
May 1,1995
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1995
===============================================================================
WRIGHT INTERNATIONAL
BLUE CHIP EQUITIES FUND
- -------------------------------------------------------------------------------
a series of
THE WRIGHT MANAGED EQUITY TRUST
24 Federal Street
Boston, Massachusetts 02110
- -------------------------------------------------------------------------------
TABLE OF CONTENTS PAGE
General Information and History....................... 2
Investment Objectives and Policies.................... 3
Investment Restrictions............................... 4
Officers and Trustees................................. 6
Control Persons and Principal Holders of Shares....... 7
Investment Advisory and Administrative Services....... 8
Custodian............................................. 10
Independent Certified Public Accountants.............. 11
Brokerage Allocation.................................. 11
Fund Shares and Other Securities...................... 12
Purchase, Exchange, Redemption and Pricing of Shares.. 13
Principal Underwriter................................. 13
Performance Information............................... 15
Financial Statements.................................. 16
Appendix ................................................25
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE
CURRENT PROSPECTUS OF THE FUND DATED MAY 1, 1995; A COPY OF WHICH MAY BE
OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC., 1000
LAFAYETTE BOULEVARD, BRIDGEPORT, CONNECTICUT 06604 (800-888-9471).
<PAGE>
GENERAL INFORMATION AND HISTORY
The Wright Managed Equity Trust (the "Trust" or "Equity Trust") is a
no-load, open-end, management investment company organized in 1982 as a
Massachusetts business trust. The Trust has one series described herein, Wright
International Blue Chip Equities Fund (the "Fund"), plus three series offered
under a separate prospectus and statement of additional information. The Fund is
a diversified fund.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees of the Trust unless and until
such time as less than a majority of the Trustees of the Trust holding office
have been elected by its shareholders. In such an event, the Trustees then in
office will call a shareholders' meeting for the election of Trustees. Subject
to the foregoing circumstances, the Trustees will continue to hold office and
may appoint successor or new Trustees except that, pursuant to provisions of the
Investment Company Act of 1940 (the "1940 Act"), which are set forth in the
By-Laws of the Trust, the shareholders can remove one or more of its Trustees.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of such Trust or, if the interests of a
particular Fund are affected, a majority of such Fund's outstanding shares. The
Trustees are authorized to make amendments to a Declaration of Trust that do not
have a material adverse effect on the interests of shareholders. The Trust may
be terminated (i) upon the sale of the Trust's assets to another diversified
open-end management investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the Trustees recommend
such sale of assets, the approval by the vote of a majority of the outstanding
shares will be sufficient, or (ii) upon liquidation and distribution of the
assets of the Trust, if approved by a majority of its Trustees or by the vote of
a majority of the Trust's outstanding shares. If not so terminated, the Trust
may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The risk of any shareholder incurring any liability for the
obligations of the Trust is extremely remote.
The Trust has retained Wright Investors' Service of Bridgeport, Connecticut
("Wright") as investment adviser to carry out the management, investment and
reinvestment of its assets. The Trust has retained Eaton Vance Management
("Eaton Vance"), 24 Federal Street, Boston, Massachusetts 02110, as
administrator of its business affairs.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is to provide long-term growth of
capital and at the same time earn reasonable current income through the
investment objective and policies of the Fund as described below. The investment
objective and policies of the Fund may be changed by the Trustees without a vote
of the Fund's shareholders. Securities selected for the Fund are drawn from an
investment list prepared by Wright and known as The International Approved
Wright Investment List (the "International AWIL").
THE INTERNATIONAL APPROVED WRIGHT INVESTMENT LIST (AWIL). Wright
systematically reviews the about 8,000 non-U.S. companies from 36 countries
contained in Wright's WORLDSCOPE(R) database in order to identify those which,
on the basis of at least five years of audited records, pass the minimum
standards of prudence (e.g. the value of its assets and shareholders equity
exceeds certain minimum standards and the company's operations have been
profitable during the last three years) and thus are suitable for consideration
by fiduciary investors. Companies which meet these requirements (about 2,500
companies) are considered by Wright to be "investment grade." They may be large
or small, may have their securities traded on exchanges or over the counter, and
may include companies not currently paying dividends on their shares.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet Wright's 32 fundamental standards of premium
investment quality. Only those companies which meet or exceed all of these
standards are eligible for selection by the Wright Investment Committee for
inclusion in the AWIL.
All companies on the International AWIL are, in the opinion of Wright,
soundly financed "True Blue Chips" with established records of earnings
profitability and equity growth. All have established investment acceptance and
active, liquid markets for their publicly owned shares.
The Fund seeks to enhance total investment return consisting of price
appreciation plus income through investing in a broadly diversified selection of
high quality international (non-U.S.) companies which meet substantially the
same strict quality standards used for U.S. companies. It is suitable for a
total equity account or as a base portfolio for accounts with multiple
objectives wishing international participation.
The disciplines which determine sale include preventing the retention of
any company which no longer meets the quality standards of the "International
AWIL". The disciplines which determine purchase provide that new funds received
for investment, income from the Fund's portfolio securities and proceeds of such
sale of the Fund's portfolio securities will be used to increase those positions
which at current market value are the furthest below their normal target values.
Although there is no assurance that the Fund's objective will be achieved,
it will through continuous professional investment supervision by Wright, an
experienced independent investment adviser, pursue its objective by investing in
a diversified portfolio of common stocks of what are believed by the investment
adviser to be high-quality, well-established and profitable non-U.S. companies.
The companies may be large or small, have their securities traded on an exchange
or over-the-counter, and may include those not currently paying dividends on
their securities. Investments, except for temporary reserves as described below,
will be made solely in companies meeting the International AWIL quality
standards.
The Fund may buy shares in a national securities market in which the
company is located or it may
<PAGE>
purchase American Depositary Receipts ("ADRs") traded in the United States.
An American Depositary Receipt is a receipt for the securities of a
foreign-based company held in the custody of the overseas branch of a U.S. bank
and entitling the holders of the receipt to all dividends and capital gains on
the securities.
The Fund's net asset value is expressed in U.S. dollars and investors
should understand that fluctuations in foreign exchange currency rates may
affect the value of their investment in the Fund.
It is the policy of the Fund to hold cash or temporarily invest in
cash-equivalent securities (high-quality, short-term, fixed-income debt
securities) whenever this is deemed to be in the best interests of the
shareholders for any reason, which would include the investment adviser's
expectation of a substantial stock market decline. Such defensive investments
will normally be limited to that percentage of Fund assets which is considered
to be desirable under the then prevailing economic and stock market conditions,
normally no more than approximately 20% of the Fund's assets. Accordingly, it is
intended that the Fund remain at least 80% invested in equity securities at all
times, and this is a fundamental investment policy that may only be changed by
the vote of a majority of the Fund's outstanding voting securities. The Fund
may, for defensive purposes, temporarily exceed this 20% limit if Wright
believes that this would be advisable in view of what it considers extraordinary
economic and stock market conditions.
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Fund and may
be changed only by the vote of a majority of the Fund's outstanding voting
securities, which as used in this Statement of Additional Information means the
lesser of (a) 67% of the shares of the Fund if the holders of more than 50% of
the shares are present or represented at the meeting or (b) more than 50% of the
shares of the Fund. Accordingly, the Fund may not:
(1) Borrow money in excess of 1/3 of the current market value of the net
assets of the Fund (excluding the amount borrowed) and then only if
such borrowing is incurred as a temporary measure for extraordinary or
emergency purposes or to facilitate the orderly sale of portfolio
securities to accommodate redemption requests; or issue any securities
of the Fund other than its shares of beneficial interest except as
appropriate to evidence indebtedness which the Fund is permitted to
incur. To the extent that the Fund purchases additional portfolio
securities while such borrowings are outstanding, the Fund may be
considered to be leveraging its assets, which entails the risks that
the costs of borrowing may exceed the return from the securities
purchased. (The Trust anticipates paying interest on borrowed money at
rates comparable to the Fund's yield and the Trust has no intention of
attempting to increase the Fund's net income by means of borrowing);
(2) Pledge, mortgage or hypothecate its assets to an extent greater than
1/3 of the total assets of the Fund taken at market;
(3) Invest more than 5% of the Fund's total assets taken at current market
value in the securities of any one issuer or allow the Fund to purchase
more than 10% of the voting securities of any one issuer;
(4) Purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Trust or its
manager, investment adviser or administrator who own individually more
than 1/2 of 1% of the issuer's securities;
<PAGE>
(5) Purchase securities on margin or make short sales except sales against
the box, write or purchase or sell any put options, or purchase
warrants;
(6) Buy or sell real estate, commodities, or commodity contracts unless
acquired as a result of ownership of securities; except that the Fund
may purchase and sell futures contracts on securities, indices,
currency and other financial instruments, and options on such
contracts;
(7) Purchase any securities which would cause more than 25% of the market
value of the Fund's total assets at the time of such purchase to be
invested in the securities of issuers having their principal business
activities in the same industry, provided that there is no limitation
in respect to investments in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities;
(8) Underwrite securities issued by other persons except insofar as the
Trust may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;
(9) Make loans, except (i) through the loan of a portfolio security, (ii)
by entering into repurchase agreements and (iii) to the extent that the
purchase of debt instruments for the Fund in accordance with the Fund's
investment objective and policies may be deemed to be loans; or
(10) Purchase from or sell to any of its Trustees or officers, its manager,
administrator or investment adviser, its principal underwriter, if any,
or the officers or directors of said manager, administrator, investment
adviser or principal underwriter, portfolio securities of the Fund.
The Fund has adopted the following nonfundamental policies which may be
changed without shareholder approval. The Fund will not purchase oil, gas or
other mineral leases or purchase partnership interests in oil, gas or other
mineral exploration or development programs; the Fund will not purchase or sell
real property (including limited partnership interests, but excluding readily
marketable interests in real estate investment trusts or readily marketable
securities of companies which invest in real estate); the Fund will not purchase
warrants if, as a result of such purchase, more than 5% of the Fund's net
assets, taken at current value, would be invested in warrants (and the value of
such warrants which are not listed on the New York or American Stock Exchange
may not exceed 2% of the Fund's net assets); this policy does not apply to or
restrict warrants acquired by the Fund in units or attached to securities,
inasmuch as such warrants are deemed to be without value; the Fund has no
current intention of entering into repurchase agreements; the Fund will not
invest (1) more than 15% of its net assets in illiquid investments, including
repurchase agreements maturing in more than seven days, securities that are not
readily marketable and restricted securities not eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 (the "1933 Act"); (2) more than 10%
of its net assets in restricted securities, excluding securities eligible for
resale pursuant to Rule 144A or foreign securities which are offered or sold
outside the United States in accordance with Regulation S under the 1933 Act; or
(3) more than 15% of its net assets in restricted securities (including those
eligible for resale under Rule 144A).
If a percentage restriction contained in the Fund's investment policies is
adhered to at the time of investment, a later increase or decrease in the
percentage resulting from a change in the value of portfolio securities or the
Fund's net assets will not be considered a violation of such restriction.
<PAGE>
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those Trustees who are "interested
persons" of the Trust, Wright, Eaton Vance, Eaton Vance's wholly-owned
subsidiary Boston Management and Research ("BMR"), Eaton Vance's parent, Eaton
Vance Corp. (`EVC'), or by Eaton Vance's and BMR's Trustee, Eaton Vance, Inc.
("EV"), as defined in the 1940 Act by virtue of their affiliation with either
the Trust, Wright, Eaton Vance, BMR, EVC or EV, are indicated by an asterisk
(*).
PETER M. DONOVAN (52), PRESIDENT AND TRUSTEE*
President and Director of Wright Investors' Service; Vice President, Treasurer
and a Director of Wright Investors' Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (68), VICE PRESIDENT, SECRETARY AND TRUSTEE*
Vice President of Eaton Vance, BMR, EV and EVC and Director, EV and EVC;
Director, Trustee and officer of various investment companies managed by Eaton
Vance or BMR; Director, Investors Bank & Trust Company Address: 24 Federal
Street, Boston, MA 02110
WINTHROP S. EMMET (84), TRUSTEE
Attorney at Law, Stockbridge, MA; Trust Officer, First National City Bank,
New York, NY (1963-1971)
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (71), TRUSTEE
President Emeritus, University of Bridgeport (1987- present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company
Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490
A. M. MOODY III (58), VICE PRESIDENT & TRUSTEE*
Senior Vice President, Wright Investors' Service; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (76), TRUSTEE
Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport,
CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of
Directors, Southern Connecticut Gas Company; Chairman, Board of Directors,
COSINE Address: 125 Gull Circle North, Daytona Beach, FL 32119
GEORGE R. PREFER (60), TRUSTEE
Retired President and Chief Executive Officer, Muller Data Corp., New York, NY
(President 1983-1986) 1989-1990); President and Chief Executive Officer,
InvestData Corporation, A Mellon Financial Services Company (1986-1989)
Address: 7738 Silver Bell Drive, Sarasota, FL 34241
RAYMOND VAN HOUTTE (70), TRUSTEE
President Emeritus and Counselor of The Tompkins County Trust Company,
Ithaca, NY since January 1989; President and Chief Executive Officer,
The Tompkins County Trust Company (1973-1988); President, New York State
Bankers Association 1987-1988; Director, McGraw
Housing Co., Inc., Deanco, Inc., Evaporated Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JUDITH R. CORCHARD (56), VICE PRESIDENT
Executive Vice President, Senior Investment Officer, Vice Chairman of The
Investment Committee and Director, Wright Investors' Service.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (50), TREASURER
Vice President of Eaton Vance and predecessor since April 1987 and Vice
President of BMR and EV; Officer of various investment companies managed by
Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
<PAGE>
WILLIAM J. AUSTIN, JR. (43), ASSISTANT TREASURER
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr.Austin was elected
Assistant Treasurer of the Trust on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (59), ASSISTANT TREASURER AND ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
RICHARD E. HOUGHTON (64), ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JOHN P. RYNNE (52), ASSISTANT SECRETARY
Vice President and Comptroller of Eaton Vance, BMR and EV and Comptroller of EVC
Address: 24 Federal Street, Boston, MA 02110
All of the Trustees and officers hold identical positions with The Wright
Managed Income Trust, The Wright Managed Blue Chip Series Trust (except Mr.
Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those
Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who
are not affiliated persons of the Trust are paid by the Fund and other series of
the Trust. They also received additional payments from other investment
companies for which Wright provides investment advisory services. The Trustees
who are "interested persons" of the Trust receive no compensation from the
Trust. For Trustee compensation for the fiscal year ended December 31, 1994, see
the following table.
COMPENSATION TABLE
Fiscal Year Ended December 31, 1994
Registrant - The Wright Managed Equity Trust
Registered Investment Companies - 4
Aggregate Com- Esti-
pensation from Pension mated Total
The Wright Managed Benefits Annual Compensation
Trustees Equity Trust Accrued Benefits Paid(1)
- ---------------------------------------------------------------------------
Winthrop S. Emmet $1,100 None None $5,000
Leland Miles $1,100 None None $5,000
Lloyd F. Pierce $1,100 None None $5,000
George R. Prefer $1,100 None None $5,000
Raymond Van Houtte $1,100 None None $5,000
- ---------------------------------------------------------------------------
(1)Total compensation paid is from The Wright Managed Equity Trust (4 Funds)
and the other boards in the Wright Fund complex (19 Funds) for a total
of 23 Funds.
Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the
Special Nominating Committee of the Trustees of the Trust. The Special
Nominating Committee's function is selecting and nominating individuals to fill
vacancies, as and when they occur, in the ranks of those Trustees who are not
"interested persons" of the Trust, Eaton Vance or Wright. The Trust does not
have a designated audit committee since the full board performs the functions of
such committee.
CONTROL PERSONS AND
PRINCIPAL HOLDERS OF SHARES
As of March 31, 1995, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. The
Fund's shares have been held primarily by Participating Trust Departments either
for their own account or for the accounts of their clients. From time to time,
several of these Participating Trust Departments are the record owners of 5% or
more of the outstanding shares of the Fund. To date, the Fund's experience has
been that such shareholders do not continuously hold in excess of 5% or more of
the Fund's outstanding shares for extended periods of time. Should a shareholder
continuously hold 5% or more of the Fund's outstanding
<PAGE>
shares for an extended period of time (a period in excess of a year), this
would be disclosed by an amendment to this Statement of Additional Information
showing such shareholder's name, address and percentage of ownership. Upon
request, the Trust will provide shareholders with a list of all shareholders
holding 5% or more of the Fund's outstanding shares as of a current date.
As of March 31, 1995, the number of other Participating Trust Departments
which were the record owners of more than 5% of the outstanding shares of the
Fund was three.
INVESTMENT ADVISORY
AND ADMINISTRATIVE SERVICES
The Trust has engaged Wright to act as the Fund's investment adviser
pursuant to an Investment Advisory Contract dated December 21, 1987 (the
"Investment Advisory Contract"). Wright, located at 1000 Lafayette Boulevard,
Bridgeport, Connecticut, was founded in 1960 and currently provides investment
services to clients throughout the United States and abroad. John Winthrop
Wright may be considered a controlling person of Wright by virtue of his
position as Chairman of the Board of Directors of Wright, and by reason of his
ownership of more than a majority of the outstanding shares of Wright.
The Investment Advisory Contract provides that Wright will carry out the
investment and reinvestment of the assets of the Fund, will furnish continuously
an investment program with respect to the Fund, will determine which securities
should be purchased, sold or exchanged, and will implement such determinations.
Wright will furnish to the Fund investment advice and management services,
office space, equipment and clerical personnel, and investment advisory,
statistical and research facilities. In addition, Wright has arranged for
certain members of the Eaton Vance and Wright organizations to serve without
salary as officers or Trustees of the Trust. In return for these services, the
Fund is obligated to pay a monthly advisory fee calculated at the rates set
forth in the table below.
Wright does not intend to exclude from the calculation of the investment
advisory fees it charges Participating Trust Departments the assets of
Participating Trust Departments which are invested in shares of the Fund.
Accordingly, a Participating Trust Department may pay an advisory fee to Wright
as a client of Wright in accordance with Wright's customary investment advisory
fee schedule charged to Participating Trust Departments and at the same time, as
a shareholder in the Fund, bear its share of the advisory fee paid by the Fund
to Wright as described above.
The Trust has engaged Eaton Vance to act as the administrator for each Fund
pursuant to an Administration Agreement dated December 21, 1987
<TABLE>
<CAPTION>
Annual % Advisory Fee Rate
----------------------------------------------------- Fee Paid Fee Paid Fee Paid
Under $100 Mil $250 Mil $500 Mil Over for Fiscal for Fiscal for Fiscal
$100- to to to $1 Year Ended Year Ended Year Ended
Million $250 Mil $500 Mil $1 Billion Billion 12/31/92 12/31/93 12/31/94
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0.75% 0.79% 0.77% 0.73% 0.68% $488,279 $609,489 $1,394,066
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
and re-executed November 1, 1990. Eaton Vance or its affiliates act as
investment adviser to investment companies and various individual and
institutional clients with assets under management of approximately $15 billion.
Eaton Vance is a wholly-owned subsidiary of EVC, a publicly held holding
company.
Under the Administration Agreement, Eaton Vance is responsible for managing
the business affairs of the Fund, subject to the supervision of the Trust's
Trustees. Eaton Vance's services include recordkeeping, preparation and filing
of documents required to comply with Federal and state securities laws,
supervising the activities of the Trust's custodian and transfer agent,
providing assistance in connection with the Trustees' and shareholders' meetings
and other administrative services necessary to conduct the Fund's business.
Eaton Vance does not provide any investment management or advisory services to
the Fund. For its services under the Administration Agreement, Eaton Vance
receives monthly administration fee at the annual rates set forth in the table
below.
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner,
James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the
same persons and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman,
and Mr. Gardner is president and chief executive officer of EVC, Eaton Vance,
BMR and EV. All of the issued and outstanding shares of Eaton Vance and of EV
are owned by EVC. All of the issued and outstanding shares of BMR are owned by
Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires on December 31, 1996, the Voting
Trustees of which are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The
Voting Trustees have unrestricted voting rights for the election of Directors of
EVC. All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of March 31, 1995, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts and Messrs.
Rowland and Brigham owned 15% and 13%, respectively, of such voting trust
receipts. Messrs. Brigham and Rynne are officers or Trustees of the Trust, and
are members of the EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin,
Houghton and O'Connor and Ms. Sanders are officers of the Trust, and are also
members of the Eaton Vance, BMR and EV organizations. Eaton Vance will receive
the fees paid under the Administration Agreement.
Eaton Vance owns all of the stock of Energex Corporation which is engaged
in oil and gas operations. EVC owns all of the stock of Marblehead Energy Corp.
(which engages in oil and gas operations) and 77.3% of the stock of Investors
Bank & Trust Company, the Funds' custodian, which provides
<TABLE>
<CAPTION>
Annual % Administration Fee Rate
----------------------------------------------------- Fee Earned Fee Earned Fee Paid
Under $100 Mil $250 Mil Over for Fiscal for Fiscal for Fiscal
$100 to to $500 Year Ended Year Ended Year Ended
Million $250 Mil $500 Mil Million 12/31/92 12/31/93 12/31/94
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
0.20% 0.06% 0.03% 0.02% $130,208 $162,531 $248,916
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
custodial, trustee and other fiduciary services to investors, including
individuals, employee benefit plans, corporations, investment companies, savings
banks and other institutions. In addition, Eaton Vance owns all the stock of
Northeast Properties, Inc., which is engaged in real estate investment and
consulting and management, and of Fulcrum Management, Inc. and MinVen, Inc.,
which are engaged in the development of precious metal properties. EVC, EV,
Eaton Vance and BMR may also enter into other businesses.
The Trust will be responsible for all of its expenses not assumed by Wright
under the Investment Advisory Contract or by Eaton Vance under the
Administration Agreement, including, without limitation, the fees and expenses
of its custodian and transfer agent, including those incurred for determining
the Fund's net asset value and keeping the Fund's books; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements, and other expenses of shareholders'
meetings; insurance premiums; printing and mailing expenses; interest, taxes and
corporate fees; legal and accounting expenses; expenses of Trustees not
affiliated with Eaton Vance or Wright; distribution expenses incurred pursuant
to the Trust's distribution plan; and investment advisory and administration
fees. The Trust will also bear expenses incurred in connection with litigation
in which the Trust is a party and the legal obligation the Trust may have to
indemnify its officers and Trustees with respect thereto.
The Trust's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1996. The Trust's Investment Advisory
Contract may be continued with respect to the Fund from year to year thereafter
so long as such continuance after February 28, 1996 is approved at least
annually (i) by the vote of a majority of the Trustees who are not "interested
persons" of the Trust, Eaton Vance or Wright cast in person at a meeting
specifically called for the purpose of voting on such approval and (ii) by the
Board of Trustees of the Trust or by vote of a majority of the outstanding
shares of the Fund. The Trust's Administration Agreement may be continued from
year to year after February 28, 1996 so long as such continuance is approved
annually by the vote of a majority of the Trustees. Each agreement may be
terminated as to the Fund at any time without penalty on sixty (60) days'
written notice by the Board of Trustees of either party, or by vote of the
majority of the outstanding shares of the Fund, and each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Trust under such
agreement on the part of Eaton Vance or Wright, Eaton Vance or Wright will not
be liable to the Trust for any loss incurred. The Trust's Investment Advisory
Contract and Administration Agreement were most recently approved by its
Trustees, including the "non-interested Trustees," at a meeting held on January
25, 1995 and by the shareholders of the Fund at a meeting held on December 9,
1987.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 24 Federal Street, Boston,
Massachusetts (a 77.3% owned subsidiary of EVC) acts as custodian for the Fund.
IBT has the custody of all cash and securities of the Fund, maintains the Fund's
general ledgers and computes the daily net asset value per share. In such
capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Fund's investments, receives
and disburses all funds and performs various other ministerial duties upon
receipt of proper instructions from
<PAGE>
the Fund. IBT charges custody fees which are competitive within the
industry. A portion of the custody fee for each fund served by IBT is based upon
a schedule of percentages applied to the aggregate assets of those funds managed
by Eaton Vance for which IBT serves as custodian, the fees so determined being
then allocated among such funds relative to their size. These fees are then
reduced by a credit for cash balances of the particular fund at IBT equal to 75%
of the 91-day, U.S. Treasury Bill auction rate applied to the particular fund's
average daily collected balances for the week. In addition, each fund pays a fee
based on the number of portfolio transactions and a fee for bookkeeping and
valuation services. During the fiscal year ended December 31, 1994, the Fund
paid IBT $268,696 under these arrangements.
EVC and its affiliates and its officers and employees from time to time
have transactions with various banks, including the Fund's custodian, IBT. Those
transactions with IBT which have occurred to date have included loans to certain
of Eaton Vance's officers and employees. It is Eaton Vance's opinion that the
terms and conditions of such transactions were not and will not be influenced by
existing or potential custodian or other relationships between the Fund and IBT.
INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, are the
Trust's independent certified public accountants, providing audit services, tax
return preparation, and assistance and consultation with respect to the
preparation of filings with the Securities and Exchange Commission.
BROKERAGE ALLOCATION
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute portfolio security transactions on the most
favorable terms and in the most effective manner possible. In seeking best
execution, Wright will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the size and type of the transaction, the nature and
character of the markets for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the reputation,
experience and financial condition of the broker-dealer and the value and
quality of service rendered by the broker-dealer in other transactions, and the
reasonableness of the brokerage commission or markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Fund may give consideration to those firms which
supply brokerage and research services, quotations and statistical and other
information to Wright for its use in servicing its accounts. The Fund may
include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less
<PAGE>
than all of its accounts and the services and information furnished by a
particular firm may not necessarily be used in connection with the account which
paid brokerage commissions to such firm. The advisory fee paid by the Fund to
Wright is not reduced as a consequence of Wright's receipt of such services and
information. While such services and information are not expected to reduce
Wright's normal research activities and expenses, Wright would, through use of
such services and information, avoid the additional expenses which would be
incurred if it should attempt to develop comparable services and information
through its own staff.
Subject to the requirement that Wright shall use its best efforts to seek
to execute the Fund's portfolio security transactions at advantageous prices and
at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom the Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Fund or of other investment companies sponsored
by Wright. This policy is consistent with a rule of the National Association of
Securities Dealers, Inc., which rule provides that no firm which is a member of
the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.
Under the Equity Trust's Investment Advisory Contract, Wright has the
authority to pay commissions on portfolio transactions for brokerage and
research services exceeding that which other brokers or dealers might charge
provided certain conditions are met. This authority will not be exercised,
however, until the Fund's Prospectus or this Statement of Additional Information
has been supplemented or amended to disclose the conditions under which Wright
proposes to do so.
The Trust's Investment Advisory Contract expressly recognizes the practices
which are provided for in Section 28(e) of the Securities Exchange Act of 1934
by authorizing the selection of a broker or dealer which charges the Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
During the fiscal years ended December 31, 1992, 1993 and 1994, the Fund
paid aggregate brokerage commissions of $232,400, $248,202 and $722,613,
respectively, on portfolio transactions.
FUND SHARES
AND OTHER SECURITIES
The shares of beneficial interest of the Trust, without par value, may be
issued in two or more series or Funds. In addition to the Fund described in this
Statement of Additional Information, the Trust has three additional series:
Wright Selected Blue Chip Equities Fund, Wright Junior Blue Chip Equities Fund
and Wright Quality Core Equities Fund, that are being offered pursuant to a
separate prospectus and statement of additional information. Shares of each Fund
may be issued in an unlimited number by the Trustees of the Trust. Each share of
a Fund represents an equal proportionate beneficial interest in that Fund and,
when issued and outstanding, the shares are fully paid and non-assessable by the
Trust.
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted in proportion to the amount of a Fund's net asset value
which they represent. Voting rights are not cumulative,
<PAGE>
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees and, in such event, the
holders of the remaining less than 50% of the shares voting on the matter will
not be able to elect any Trustees. Shares have no preemptive or conversion
rights and are freely transferable. Upon liquidation of a Trust or Fund,
shareholders are entitled to share pro rata in the net assets of the affected
Trust or Fund available for distribution to shareholders, and in any general
assets of the Trust not previously allocated to a particular Fund by the
Trustees.
PURCHASE, EXCHANGE, REDEMPTION
AND PRICING OF SHARES
For information regarding the purchase of shares, see "How to Buy Shares"
in the Fund's current Prospectus.
For information about exchanges between Funds, see "How to Exchange Shares"
in the Fund's current Prospectus.
For a description of how the Fund values its shares, see "How the Fund
Values its Shares" in the Fund's current Prospectus. The Fund values short-term
obligations with a remaining maturity of 60 days or less by the amortized cost
method. The amortized cost method involves initially valuing a security at its
cost (or its fair market value on the sixty-first day prior to maturity) and
thereafter assuming a constant amortization to maturity of any discount or
premium, without regard to unrealized appreciation or depreciation in the market
value of the security.
For information about the redemption of shares, see "How to Redeem or Sell
Shares" in the Fund's current Prospectus.
PRINCIPAL UNDERWRITER
The Trust has adopted a Distribution Plan (the "Plan") on behalf of the
Fund as defined in Rule 12b-1 under the 1940 Act. The Trust's Plan specifically
allows that expenses covered by the Plan may include direct and indirect
expenses incurred by any separate distributor or distributors under agreement
with the Trust in activities primarily intended to result in the sale of its
shares. The expenses of such activities shall not exceed two-tenths of one
percent (2/10 of 1%) per annum of the Fund's average daily net assets. Payments
under the Plans are reflected as an expense in the Fund's financial statements.
Such expenses do not include interest or other financing charges.
The Trust has entered into a distribution contract on behalf of the Fund
with its principal underwriter, Wright Investors' Service Distributors, Inc.
("WISDI"), a wholly-owned subsidiary of Wright, providing for WISDI to act as a
separate distributor of the Fund's shares.
It is intended that the Fund will pay 2/10 of 1% of its average daily net
assets to WISDI for distribution activities on behalf of the Fund in connection
with the sale of its shares. WISDI shall provide on a quarterly basis
documentation concerning the expenses of such activities. Documented expenses of
the Fund shall include compensation paid to and out-of-pocket disbursements of
officers, employees or sales representatives of WISDI, including telephone
costs, the printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of sales literature, and advertising
of any type intended to enhance the sale of shares of the Fund. Subject to the
2/10 of 1% per annum limitation imposed by the Trust's Plan, the Fund may pay
separately for expenses of activities primarily intended to result in the sale
of the Fund's shares. It is contemplated that the payments for distribution
described above will be
<PAGE>
made directly to WISDI. If the distribution payments to WISDI exceed its
expenses, WISDI may realize a profit from these arrangements. Peter M. Donovan,
President and a Trustee of the Trust and President and a Director of Wright, is
Vice President, Treasurer and a Director of WISDI. A. M. Moody, III, Vice
President and a Trustee of the Trust and Senior Vice President of Wright, is
President and a Director of WISDI.
It is the opinion of the Trustees and officers of the Trust that the
following are not expenses primarily intended to result in the sale of shares
issued by any Fund; fees and expenses of registering shares of the Fund under
Federal or state laws regulating the sale of securities; fees and expenses of
registering the Trust as a broker-dealer or of registering an agent of the Trust
under Federal or state laws regulating the sale of securities; fees of
registering, at the request of the Trust, agents or representatives of a
principal underwriter or distributor of the Fund under Federal or state laws
regulating the sale of securities, provided that no sales commission or "load"
is charged on sales of shares of the Fund; and fees and expenses of preparing
and setting in type the Trust's registration statement under the Securities Act
of 1933. Should such expenses be deemed by a court or agency having jurisdiction
to be expenses primarily intended to result in the sale of shares issued by the
Fund, they shall be considered to be expenses contemplated by and included in
the applicable Plan but not subject to the 2/10 of 1% per annum limitation
described above.
Under the Trust's Plan, the President or Vice President of the Trust shall
provide to the Trustees for their review, and the Trustees shall review at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made. For the fiscal year ended
December 31, 1994, it is estimated that WISDI spent approximately the following
amounts on behalf of the Wright Managed Investment Funds, including this Fund
(see table below).
The following table shows the distribution expenses allowable to WISDI and
paid by the Fund for the year ended December 31, 1994.
Distribution Distribution Expenses Paid
Expenses As a % of Fund's
Paid By Fund Average Net Asset Value
- -----------------------------------------------------------------
$363,055 0.20%
- -----------------------------------------------------------------
Under its terms the Trust's Plan remains in effect from year to year,
provided such continuance is approved annually by a vote of its Trustees,
including
<TABLE>
<CAPTION>
Wright Investors Service Distributors, Inc.
Financial Summaries for the Year 1994
Printing & Mailing Travel and Commissions and Administration
FUNDS Promotional Prospectuses Entertainment Service Fees and Other TOTAL
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright International Blue Chip
Equities Fund $196,640 $59,904 $49,375 $4,129 $53,006 $363,055
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan. The Plan may not be amended to increase materially the amount to be spent
for the services described therein as to the Fund without approval of a majority
of the outstanding voting securities of the Fund and all material amendments of
the Plan must also be approved by the Trustees of the Trust in the manner
described above. The Trust's Plan may be terminated at any time as to the Fund
without payment of any penalty by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or by a vote of a
majority of the outstanding voting securities of the Fund. So long as the
Trust's Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons. The Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that the Plan
will benefit the Trust and its shareholders.
The continuation of the Plan was most recently approved by the Trustees of
the Trust on January 25, 1995 and by the shareholders of the Fund on December 7,
1990.
PERFORMANCE INFORMATION
The average annual total return of the Fund is determined for a particular
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (i.e. net asset
value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount. Total return for a
period of one year is equal to the actual return of the Fund during that period.
This calculation assumes that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period.
The average annual total return of the Fund for the one, three and
five-year periods ended December 31, 1994 and the period from inception to
December 31, 1994 was as follows:
One Three Five Inception to Inception
Year Years Years 12/31/94(1) Date
- --------------------------------------------------------------
-1.64% 6.60% 5.74% 6.28% 9/14/89
- --------------------------------------------------------------
(1) If a portion of the Fund's expenses had not been reduced during the fiscal
years ending December 31, 1990 and 1989, the Fund would have had lower
returns.
The Fund's total return may be compared to the Consumer Price Index and
various domestic securities indices. The Fund's total return and comparisons
with these indices may be used in advertisements and in information furnished to
present or prospective shareholders.
From time to time, evaluations of the Fund's performance made by
independent sources may be used in advertisements and in information furnished
to present or prospective shareholders. According to the rankings prepared by
Lipper Analytical Services, Inc., an independent service which monitors the
performance of mutual funds, the Lipper performance analysis includes the
reinvestment of dividends and capital gain distributions, but does not take
sales charges into consideration and is prepared without regard to tax
consequences.
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND (WIBC)
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
=====================================================================
Shares Value
- ---------------------------------------------------------------------
<S> <C> <C>
EQUITY INTERESTS - 99.0%
AUSTRALIA - 5.3%
Broken Hill Proprietary Co. ADR . . . . 16,300 $ 1,004,488
Broken Hill Proprietary . . . . . . . . 37,000 562,285
BTR Limited WTS 1995/1996*. . . . . . . 2,245 1,846
BTR Limited WTS 1997* . . . . . . . . . 4,178 4,123
BTR Limited WTS 1998* . . . . . . . . . 3,287 1,674
Coles Meyer Ltd ADR. . . . . . . . . . 61,325 1,694,103
Email Ltd . . . . . . . . . . . . . . . 600,760 1,709,463
F.H. Faulding (U.K.). . . . . . . . . . 370,600 2,068,875
Lend Lease Corp. Ltd. . . . . . . . . . 133,845 1,656,278
Pacific Dunlop Ltd ADR. . . . . . . . . 139,290 1,497,368
Pacific Dunlop Ltd. . . . . . . . . . . 112,860 300,151
-------------
$ 10,500,654
-------------
BELGIUM - 1.7%
Delhaize Freres & Cie Le Lion SA. . . . 41,200 $ 1,673,387
GB Inno - AFV . . . . . . . . . . . . . 789 30,657
GB Inno - BM SA . . . . . . . . . . . . 44,715 1,765,545
-------------
$ 3,469,589
-------------
CANADA - 3.1%
Bombardier Inc. Class B . . . . . . . . 93,000 $ 1,649,243
British Columbia Telephone. . . . . . . 74,300 1,271,273
Cara Operations Ltd. Class A. . . . . . 621,900 1,440,880
Corel Corporation*. . . . . . . . . . . 139,500 1,926,844
-------------
$ 6,288,240
-------------
DENMARK - 4.1%
Berendsen Sophus A/S Class A. . . . . . 1,228 $ 100,002
Berendsen Sophus A/S Class B. . . . . . 16,630 1,348,785
Carlsburg A/S Pfd Class B . . . . . . . 44,727 1,913,139
Icopal Group. . . . . . . . . . . . . . 7,100 1,868,882
ISS International Service Sys. A/S. . . 54,200 1,471,254
Radiometer A/S. . . . . . . . . . . . . 32,250 1,490,869
-------------
$ 8,192,931
-------------
FRANCE - 9.7%
Bongrain SA . . . . . . . . . . . . . . 3,500 $ 1,849,180
BSN - Gervais Danone. . . . . . . . . . 10,340 1,450,990
Carrefour Supermarche . . . . . . . . . 4,200 1,740,590
Castorama Dubois Inv. . . . . . . . . . 13,000 1,624,544
Compagnie Generale Des Eaux SA. . . . . 19,920 1,936,951
Comptoirs Modernes SA . . . . . . . . . 6,504 1,632,855
Docks De France SA. . . . . . . . . . . 11,200 1,370,229
L'Air Liquide SA* . . . . . . . . . . . 12,321 1,648,186
LeGrand SA. . . . . . . . . . . . . . . 1,210 1,469,002
L'Oreal SA. . . . . . . . . . . . . . . 7,350 1,499,607
LVMH Moet Hennessy SA . . . . . . . . . 550 86,867
LVMH Moet Hennessy SA ADR. . . . . . . 55,220 1,739,430
Pernod Ricard SA. . . . . . . . . . . . 23,280 1,362,997
-------------
$ 19,411,428
-------------
GERMANY - 4.0%
Bayerische Motoren Werke AG . . . . . . 3,109 $ 1,546,167
Beiersdorf AG . . . . . . . . . . . . . 2,700 1,770,006
Douglas Holdings AG . . . . . . . . . . 6,400 1,802,235
Dyckerhoff AG . . . . . . . . . . . . . 3,950 1,352,128
Dyckerhof AG - Pfd New* . . . . . . . . 265 89,857
Heidelberger Zement AG . . . . . . . . 1,800 1,453,207
-------------
$ 8,013,600
-------------
HONG KONG - 6.8%
China Light & Power Co. Ltd. ADR. . . . 311,276 $ 1,327,592
Hang Lung Dev. Co. Ltd. ADR . . . . . . 206,400 1,467,194
Hang Seng Bank Ltd. ADR . . . . . . . . 267,195 1,916,617
Hong Kong & China Gas Co. ADR . . . . . 782,610 1,264,307
Hong Kong Aircraft Engineering Co . . . 361,000 1,203,646
Hong Kong Electric Holdings Ltd. ADR. . 530,520 1,450,176
Johnson Electric Holdings Ltd . . . . . 660,500 1,515,121
Kowloon Motor Bus Co. (1933) Ltd. . . . 996,000 1,776,266
Swire Pacific Ltd. ADR. . . . . . . . . 261,400 1,628,444
-------------
$ 13,549,363
-------------
IRELAND - 1.5%
Fyffes PLC. . . . . . . . . . . . . . . 922,000 $ 1,461,647
Greencore Group PLC . . . . . . . . . . 255,000 1,617797
-------------
$ 3,079,444
-------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND (WIBC) - continued
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
=====================================================================
Shares Value
- ---------------------------------------------------------------------
<S> <C> <C>
ITALY - 0.8%
Sirti SPA . . . . . . . . . . . . . . . 241,000 $ 1,558,378
-------------
JAPAN - 13.9%
Chudenko Corp . . . . . . . . . . . . . 46,000 $ 1,683,209
Daiichi Pharmaceutical Co., Ltd . . . . 98,000 1,542,451
Ito-Yokado Co., Ltd. ADR. . . . . . . . 8,750 1,872,500
Kandenko Co., Ltd . . . . . . . . . . . 94,000 1,583,157
Komatsu Seiren Co., Ltd . . . . . . . . 109,000 1,507,971
Kurita Water Industries Ltd . . . . . . 56,000 1,459,651
Kyodo Printing Co. Ltd. . . . . . . . . 138,000 1,618,643
National House Industrial Co., Ltd. . . 117,000 1,771,123
Nintendo Corporation Ltd. . . . . . . . 26,700 1,442,737
Ono Pharmaceutical Co. Ltd. . . . . . . 29,000 1,395,489
Santen Pharmaceutical Co., Ltd. . . . . 75,000 2,082,705
Seven Eleven Japan Co., Ltd . . . . . . 18,000 1,445,414
Taisho Pharmaceutical Co., Ltd. . . . . 75,000 1,436,093
Takasago Thermal Engineering Co.. . . . 93,000 1,398,497
Yamanouchi Pharmaceutical Co., Ltd. . . 92,000 1,890,729
York-Benimaru Co., Ltd. . . . . . . . . 42,000 1,839,999
Yurtec Corp . . . . . . . . . . . . . . 79,800 1,816,001
-------------
$ 27,786,369
-------------
MALAYSIA - 6.4%
Amalgamated Steel Mills Berhad. . . . . 1,149,000 $ 1,745,906
Genting Berhad. . . . . . . . . . . . . 261,000 2,238,467
Guinness Anchor Berhad. . . . . . . . . 988,000 1,655,987
Hong Leong Indus Berhad . . . . . . . . 363,000 1,876,492
Perlis Plantations Berhard. . . . . . . 532,000 1,750,067
Shell Refining Co. Berhad . . . . . . . 349,000 1,107,063
Shell Refining Co. Malaysia . . . . . . 187,500 565,838
Sime Darby Berhad . . . . . . . . . . . 829,200 1,899,697
-------------
$ 12,839,517
-------------
MEXICO - 1.7%
Cifra S.A. ADR . . . . . . . . . . . . 608,900 $ 1,248,671
Kimberly Clark De Mexico* . . . . . . . 42,400 1,002,094
Telefonos de Mexico ADR. . . . . . . . 27,400 1,123,400
-------------
$ 3,374,165
-------------
NETHERLANDS - 10.2%
CSM N.V.. . . . . . . . . . . . . . . . 46,000 $ 1,808,393
Elsevier Dutch Certificates . . . . . . 203,000 2,118,001
Gamma Holding N.V.. . . . . . . . . . . 27,590 1,374,092
Getronics N.V.* . . . . . . . . . . . . 47,308 1,726,193
Hagemeyer N.V.. . . . . . . . . . . . . 23,400 1,908,635
Heineken N.V. . . . . . . . . . . . . . 13,400 2,022,205
Koninklijke Ahold N.V.. . . . . . . . . 61,325 1,898,291
Nutricia . . . . . . . . . . . . . . . 40,200 1,962,729
Unilever N.V. . . . . . . . . . . . . . 16,500 1,939,331
Verenigde Nederlandse
Uitgeversbedrijven. . . . . . . . . . 16,600 1,724,302
Wolters Kluwer N.V.*. . . . . . . . . . 26,600 1,968,780
-------------
$ 20,450,952
-------------
SINGAPORE - 1.7%
Asia Pacific Breweries Ltd. . . . . . . 136,000 $ 1,632,367
Singapore Press Holdings Ltd. . . . . . 96,000 1,744,858
-------------
$ 3,377,225
-------------
SPAIN - 2.3%
Banco Popular Espanol . . . . . . . . . 11,600 $ 1,379,221
Empresa Nac de Electicidad SA . . . . . 40,600 1,653,301
Repsol S.A. . . . . . . . . . . . . . . 55,740 1,511,808
-------------
$ 4,544,330
-------------
SWEDEN - 2.8%
Astra AB Class B. . . . . . . . . . . . 79,300 $ 2,023,070
Gambro AB Series B. . . . . . . . . . . 162,000 1,951,938
Hennes & Mauritz AB Class B. . . . . . 31,600 1,620,840
-------------
$ 5,595,848
-------------
SWITZERLAND - 3.0%
Nestle SA ADR . . . . . . . . . . . . . 34,600 $ 1,648,486
Nestle SA . . . . . . . . . . . . . . . 100 95,300
Sandoz AG . . . . . . . . . . . . . . . 2,800 1,459,381
SMH Sch. Ges. Fuer AG*. . . . . . . . . 8,350 918,915
SMH Sch. Ges. Fuer New AG . . . . . . 470 233,833
Societe Generale de Surv. Hold. SA. . . 1,175 1,625,334
-------------
$ 5,981,249
-------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND (WIBC) - continued
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1994
=====================================================================
Shares Value
- ---------------------------------------------------------------------
<S> <C> <C>
UNITED KINGDOM - 20.0%
AAH Holdings PLC. . . . . . . . . . . . 305,787 $ 1,614,280
BTR Ltd. PLC. . . . . . . . . . . . . . 348,516 1,550,478
Cable & Wireless PLC . . . . . . . . . 6,900 40,749
Cable & Wireless PLC ADR . . . . . . . 99,700 1,744,750
Christian Salvesen PLC. . . . . . . . . 347,200 1,473,933
Farnell Electronics PLC . . . . . . . . 182,700 1,473,914
Glaxo Holdings PLC ADR. . . . . . . . . 107,400 2,188,275
Grand Metropolitan PLC ADR . . . . . . 55,900 1,397,500
Grand Metropolitan PLC. . . . . . . . . 6,266 40,048
Halma PLC . . . . . . . . . . . . . . . 532,000 1,775,071
Kwik Save Group PLC . . . . . . . . . . 173,000 1,485,101
LaPorte PLC . . . . . . . . . . . . . . 167,070 1,876,480
Marks & Spencer PLC . . . . . . . . . . 60,700 378,920
Marks & Spencer PLC ADR . . . . . . . . 30,700 1,146,955
Morrison (Wm.) Supermarket. . . . . . . 850,000 1,877,480
Nurdin & Peacock PLC. . . . . . . . . . 624,000 1,563,994
Pearson PLC . . . . . . . . . . . . . . 207,076 1,800,319
Powerscreen Int'l . . . . . . . . . . . 433,100 1,594,371
Reckitt & Colman PLC. . . . . . . . . . 155,327 1,423,417
Sainsbury (J.) PLC. . . . . . . . . . . 262,186 1,688,032
Scapa Group PLC . . . . . . . . . . . . 561,873 1,672,303
Seibe PLC . . . . . . . . . . . . . . . 219,000 1,907,424
Smith & Nephew PLC. . . . . . . . . . . 679,100 1,627,599
Smiths Industries PLC . . . . . . . . . 210,100 1,441,538
Tesco PLC . . . . . . . . . . . . . . . 408,266 1,592,482
Weir Group PLC. . . . . . . . . . . . . 407,700 1,801,015
Wolseley PLC. . . . . . . . . . . . . . 158,800 1,947,775
-------------
$ 40,124,203
-------------
TOTAL EQUITY INTEREST - 99.0%
(identified cost, $182,333,517) $ 198,137,485
-------------
RESERVE FUND 1.1%
Face Amount
-----------
American Express Corp.,
5.75%, 1/3/95. . . . . . . . . . . . . $2,300,000 $ 2,300,000
-------------
TOTAL INVESTMENTS - 100.1%
(identified cost, $184,633,517) $ 200,437,485
OTHER ASSETS,
LESS LIABILITIES - (0.1%) (205,849)
-------------
NET ASSETS - 100% $ 200,231,636
=============
</TABLE>
* Non-income-producing security.
ADR: American Depository Receipts
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
===============================================================================
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
- -------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments -
Identified cost . . . . . . . . . . . . . . . . . . . $ 184,633,517
Unrealized appreciation . . . . . . . . . . . . . . . 15,803,968
---------------
Total Value (Note 1A). . . . . . . . . . . . . . . . $ 200,437,485
Cash . . . . . . . . . . . . . . . . . . . . . . . . . 73,932
Dividends receivable . . . . . . . . . . . . . . . . . 382,560
Receivable for refundable foreign taxes withheld . . . 283,867
Receivable for fund shares sold. . . . . . . . . . . . 98,926
---------------
Total Assets. . . . . . . . . . . . . . . . . . . $ 201,276,770
---------------
LIABILITIES:
Payable for fund shares reacquired . . . . . . . . . . $ 949,241
Trustee fees payable . . . . . . . . . . . . . . . . . 312
Custodian fee payable. . . . . . . . . . . . . . . . . 72,465
Accrued expenses and other liabilities . . . . . . . . 23,116
---------------
Total Liabilities . . . . . . . . . . . . . . . . $ 1,045,134
---------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 200,231,636
===============
NET ASSETS CONSIST OF:
Proceeds from sales of shares (including the market
value of securities received in exchange for Fund
shares and shares issued to shareholders in
payment of distributions declared), less cost of
shares reacquired. . . . . . . . . . . . . . . . . . . $ 185,426,446
Accumulated undistributed net realized loss
on investments and foreign currency
(computed on the basis of identified cost) . . . . . . (2,585,141)
Unrealized appreciation of investments and trans-
lation of assets and liabilities in foreign currency
(computed on the basis of identified cost) . . . . . . 15,811,198
Undistributed net investment income. . . . . . . . . . . . 1,579,133
---------------
Net assets applicable to outstanding shares. . . . . . $ 200,231,636
==============
SHARES OF BENEFICIAL INTEREST
OUTSTANDING. . . . . . . . . . . . . . . . . . . . . . 15,292,340
==============
NET ASSET VALUE, OFFERING PRICE,
AND REDEMPTION PRICE PER SHARE
OF BENEFICIAL INTEREST . . . . . . . . . . . . . . . . $13.09
==============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
=================================================================================================
<S> <C>
INVESTMENT INCOME:
Income -
Dividends . . . . . . . . . . . . . . . . . . . . $ 4,384,498
Interest. . . . . . . . . . . . . . . . . . . . . 283,955
Less: Foreign taxes. . . . . . . . . . . . . . . (471,753)
---------------
Total Income . . . . . . . . . . . . . . . . . . $ 4,196,700
---------------
Expenses -
Investment Adviser fee (Note 2) . . . . . . . . . $ 1,394,066
Administrator fee (Note 2). . . . . . . . . . . . 248,916
Compensation of trustees not affiliated with
the investment adviser or administrator. . . . . 2,117
Custodian fee (Note 2). . . . . . . . . . . . . . 268,696
Transfer and dividend disbursing agent fees. . . 23,134
Distribution expenses (Note 3). . . . . . . . . . 363,055
Audit services. . . . . . . . . . . . . . . . . . 29,733
Legal services. . . . . . . . . . . . . . . . . . 2,592
Registration costs. . . . . . . . . . . . . . . . 34,262
Printing. . . . . . . . . . . . . . . . . . . . . 4,837
Interest on loans . . . . . . . . . . . . . . . . 2,040
Miscellaneous . . . . . . . . . . . . . . . . . . 1,914
---------------
Total Expenses . . . . . . . . . . . . . . . . . $ 2,375,362
---------------
Net Investment Income . . . . . . . . . . . $ 1,821,338
---------------
REALIZED AND UNREALIZED LOSS ON
INVESTMENTS:
Net realized gain on investment and foreign
currency transactions (identified cost basis) . . $ 238,478
Change in unrealized appreciation
of investments and translation of assets
and liabilities in foreign currencies . . . . . . (7,495,702)
---------------
Net realized and unrealized gain (loss) on
investments and foreign currency. . . . . . $ (7,257,224)
---------------
Net decrease in net assets
from operations . . . . . . . . . . . . . . $ (5,435,886)
===============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
Year Ended
December 31,
-----------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS 1994 1993
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,821,338 $ 546,636
Net realized gain (loss) on investment and foreign currency transactions. . 238,478 (250,865)
Change in unrealized appreciation of investments and translation
of assets and liabilities in foreign currencies. . . . . . . . . . . . . . (7,495,702) 20,315,753
--------------- ---------------
Increase (decrease) in net assets from operations. . . . . . . . . . . . . $ (5,435,886) $ 20,611,524
--------------- ---------------
Undistributed net investment income included in
price of shares sold and redeemed (Note 1D) . . . . . . . . . . . . . . . . $ 655,170 $ 86,913
--------------- ---------------
Distributions to shareholders from net investment income . . . . . . . . . . . . $ (1,467,856) $ (496,372)
--------------- ---------------
Net increase from fund share transactions (exclusive of
amounts allocated to net investment income) (Note 4). . . . . . . . . . . . $ 106,409,645 $ 5,459,962
--------------- ---------------
Net increase in net assets . . . . . . . . . . . . . . . . . . . . . . . . $ 100,161,073 $ 25,662,027
NET ASSETS:
At beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,070,563 74,408,536
------------- -------------
At end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,231,636 $ 100,070,563
============= =============
UNDISTRIBUTED NET INVESTMENT INCOME INCLUDED IN NET ASSETS . . . . . . . . . . . . . $ 1,579,133 $ 570,481
============= =============
</TABLE>
See notes to financial statements
<PAGE>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
NOTES TO FINANCIAL STATEMENTS
================================================================================
(1) SIGNIFICANT ACCOUNTING POLICIES
Wright International Blue Chip Equities Fund (WIBC) is a diversified series
of The Wright Managed Equity Trust (the Trust ). The Trust is registered under
the Investment Company Act of 1940, as amended, as an open-end, management
investment company. The following is a summary of significant accounting
policies consistently followed by the Trust in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.
A. Investment Valuations - Securities listed on securities exchanges or in the
NASDAQ National Market are valued at closing sale prices. Unlisted or listed
securities for which closing sale prices are not available are valued at the
mean between the latest bid and asked prices. Short-term obligations
maturing in 60 days or less are valued at amortized cost, which approximates
value. Securities for which market quotations are unavailable are
appraised at their fair value as determined in good faith by or at the
direction of the Trustees.
B. Foreign Currency Translation - Investment security valuations, other assets,
and liabilities initially expressed in foreign currencies are translated
each business day into U.S. dollars based upon current exchange rates.
Purchases and sales of foreign investment securities and income and expenses
are translated into U.S. dollars based upon currency exchange rates
prevailing on the respective dates of such transactions.
C. Federal Taxes - WIBC's policy is to comply with the provisions of the
Internal Revenue Code (the Code) applicable to regulated investment
companies and to distribute to shareholders each year all of its taxable
income, including any net realized gain on investments. Accordingly,
no provision for federal income or excise tax is necessary. Withholding
taxes on foreign dividends have been provided for in accordance with the
Trust's understanding of the applicable country's tax rules and rates. At
December 31, 1994, WIBC, for federal income tax purposes, had a capital loss
carryover of $2,585,141, which will reduce taxable income arising from
future net realized gain on investments, if any, to the extent permitted by
the Code, and thus will reduce the amount of the distribution to
shareholders which would otherwise be necessary to relieve WIBC of any
liability for federal income or excise tax. Pursuant to the Code, such
capital loss carryover will expire as follows:
<TABLE>
1999 2000 2001
- --------------------------------------------------------------------------
<S> <C> <C>
$929,371 $1,404,904 $250,866
- --------------------------------------------------------------------------
</TABLE>
D. Equalization - WIBC follows the accounting practice known as equalization by
which a portion of the proceeds from sales and costs of reacquisitions of
Fund shares, equivalent on a per-share basis to the amount of undistributed
net investment income on the date of the transaction, is credited or charged
to undistributed net investment income. As a result, undistributed net
investment income per share
<PAGE>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
NOTES TO FINANCIAL STATEMENTS - continued
================================================================================
is unaffected by sales or reacquisitions of Fund shares.
E. Distributions - The Trust requires that differences in the recognition or
classification of income between the financial statements and tax earnings
and profits which result in temporary overdistributions for financial
statement purposes, are classified as distributions in excess of net
investment income or accumulated net realized gains.
F. Other - Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. However, if the
ex-dividend date has passed, certain dividends from foreign securities are
recorded as the Fund is informed of the ex-dividend date. Interest income
is recorded on the accrual basis.
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has engaged Wright Investors' Service (Wright) to perform
investment management, investment advisory, and other services. For its
services, Wright is compensated based upon a percentage of average daily net
assets which rate is adjusted as average daily net assets exceed certain levels.
For the year ended December 31, 1994, the effective annual rate was 0.77% for
WIBC. The Trust also has engaged Eaton Vance Management (Eaton Vance) to act as
administrator of the Trust. Under the Administration Agreement, Eaton Vance
is responsible for managing the business affairs of the Trust and is
compensated based upon a percentage of - average daily net assets which rate
is reduced as average daily net assets exceed certain levels. For the year
ended December 31, 1994, the effective annual rate was 0.14% for WIBC.
Except as to Trustees of the Trust who are not affiliated with Eaton Vance or
Wright, Trustees and officers receive remuneration for their services to the
Trust out of the fees paid to Eaton Vance and Wright. The custodian fee was
paid to Investors Bank & Trust Company (IBT), an affiliate of Eaton Vance,
for its services as custodian of the Trust. Pursuant to the custodian
agreement, IBT receives a fee reduced by credits which are determined based on
the average daily cash balances the Trust maintains with IBT. Certain of the
Trustees and officers of the Trust are Trustees or officers of the above
organizations. See Note 3.
(3) DISTRIBUTION EXPENSES
The Trustees have adopted a Distribution Plan (the Plan) pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Plan provides that WIBC will
pay the Principal Underwriter, Wright Investors' Service Distributors, Inc., a
subsidiary of Wright Investors' Service, an annual rate of 2/10 of 1% of WIBC's
average daily net assets for activities primarily intended to result in the sale
of WIBC's shares.
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of beneficial interest (without par value).
Transactions in WIBC shares were as follows:
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
NOTES TO FINANCIAL STATEMENTS - continued
================================================================================
Year Ended December 31,
---------------------------------------------------------
1994 1993
---------------------------------------------------------
Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold. . . . . . . . . . . . . . . . . . 12,245,362 $165,447,724 2,400,553 $28,144,997
Issued to shareholders in payment
of distributions declared . . . . . . 88,270 1,142,033 32,767 388,193
Reacquired. . . . . . . . . . . . . . . (4,503,339) (60,180,112) (2,045,695) (23,073,228)
----------- ------------ ---------- -----------
Net increase. . . . . . . . . . . . 7,830,293 $106,409,645 387,625 $ 5,459,962
========== ============ ========== ===========
- ------------------------------------------------------------------------------------------------------
</TABLE>
(5) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than U.S. Government securities
and short-term obligations, for the year ended December 31, 1994, were as
follows:
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Purchases . . . . . . . . . . . . . . . . . . $126,645,853
============
Sales . . . . . . . . . . . . . . . . . . . . $ 20,827,978
============
- --------------------------------------------------------------------------------
</TABLE>
(6) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost and unrealized appreciation (depreciation) of the investment
securities owned at December 31, 1994, as computed on a federal income tax
basis, are as follows:
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Aggregate cost. . . . . . . . . . . . . . . . $184,633,517
=============
Gross unrealized appreciation . . . . . . . . $ 23,583,592
Gross unrealized depreciation . . . . . . . . (7,779,624)
-------------
Net unrealized appreciation . . . . . . . . . $ 15,803,968
=============
- --------------------------------------------------------------------------------
</TABLE>
(7) FINANCIAL INSTRUMENTS
WIBC may trade in financial instruments with off-balance sheet risk in the
normal course of its investing activities to assist in managing exposure to
various market risks. These financial instruments include written options,
forward foreign currency exchange contracts, and futures contracts and may
involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. WIBC holds no such instruments at
December 31, 1994.
(8) LINE OF CREDIT
The Fund participates with other funds managed by Wright in a line of credit
with a bank which allows the funds to borrow up to $20,000,000 collectively.
The line of credit consists of a $5,000,000 committed facility and a $15,000,000
uncommitted facility. Interest is charged to each fund based on its borrowings,
at a rate equal to the bank's base rate. In addition, the funds pay a facility
fee computed at a rate of 1/4 of 1% on the unused portion of the $5,000,000
facility. The Fund did not have any significant borrowings under the line of
credit during the year ended December 31, 1994.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of
The Wright Managed Equity Trust:
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Wright International Blue
Chip Equities Fund of The Wright Managed Equity Trust as of December 31,
1994 and the related statement of operations for the year then ended,
the statement of changes in net assets for the years ended December 31,
1994 and 1993, the financial highlights for each of the years in the
five-year period ended December 31, 1994. These financial statements and
financial highlights are the responsibility of the Trust's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of the securities
owned as of December 31, 1994, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Wright International
Blue Chip Equities Fund of The Wright Managed Equity Trust as of December 31,
1994, the results of its operations, the changes in its net assets, and its
financial highlights for the respective stated periods in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 2, 1995
<PAGE>
APPENDIX
- --------------------------
DESCRIPTION OF INVESTMENTS
U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS -- U.S. Government
obligations are issued by the Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
CERTIFICATES OF DEPOSIT -- are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
BANKERS' ACCEPTANCES -- are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
COMMERCIAL PAPER -- refers to promissory notes issued by corporations in
order to finance their short-term credit needs.
FINANCE COMPANY PAPER -- refers to promissory notes issued by finance
companies in order to finance their short-term credit needs.
CORPORATE OBLIGATIONS -- include bonds and notes issued by corporations in
order to finance longer-term credit needs.
FOREIGN INVESTMENTS
FOREIGN SECURITIES. The Fund may invest in foreign securities. Investing in
securities of foreign governments or securities issued by companies whose
principal business activities are outside the United States may involve
significant risks not associated with domestic investments. The securities
markets of many foreign countries are less liquid and subject to greater price
volatility and have smaller market capitalizations than the U.S. markets. The
limited liquidity of certain foreign markets in which the Fund may invest may
affect the Fund's ability to accurately value its assets invested in such
market. In addition, the settlement systems of certain foreign countries are
less developed than the U.S., which may impede the Fund's ability to effect
portfolio transactions. For example, there is generally less publicly available
information about foreign companies, particularly those not subject to the
disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing and financial
reporting requirements comparable to those applicable to domestic issuers.
Investments in foreign securities also
<PAGE>
involve the risk of possible adverse changes in exchange control
regulations, expropriation or confiscatory taxation, limitation on removal of
funds or other assets of the Fund, political or financial instability or
diplomatic and other developments which could affect such investments. Further,
economies of particular countries or areas of the world may differ favorably or
unfavorably from the economy of the U.S.
It is anticipated that in most cases, the best available market for foreign
securities will be on exchanges or in over-the-counter markets located outside
the U.S. Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S. Securities of some foreign
issuers (particularly those located in developing countries) may be less liquid
and more volatile than securities of comparable U.S. companies. In addition,
foreign brokerage commissions are generally higher than commissions on
securities traded in the U.S. and may be non-negotiable. In general, there is
less overall governmental supervision and regulation of securities exchanges,
brokers and listed companies than in the U.S.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS. The Fund may engage in foreign
currency exchange transactions. Investments in securities of foreign governments
and companies whose principal business activities are located outside of the
United States will frequently involve currencies of foreign countries. In
addition, assets of the Fund may temporarily be held in bank deposits in foreign
currencies during the completion of investment programs. Therefore, the value of
the Fund's assets, as measured in U.S. dollars, may be affected favorably or
unfavorably by changes in foreign currency exchange rates and exchange control
regulations. Although the Fund values its assets daily in U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market. The Fund will convert currency on a spot basis
from time to time and will incur costs in connection with such currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. The Fund does not intend to speculate in foreign
currency exchange rates.
As an alternative to spot transactions, the Fund may enter into contracts
to purchase or sell foreign currencies at a future date ("forward" contracts) or
purchase currency call or put options. A forward contract involves an obligation
to purchase or sell a specific currency at a future date and price fixed by
agreement between the parties at the time of entering into the contract. These
contracts are traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. A forward contract
generally involves no deposit requirement and no commissions
<PAGE>
are charged at any stage for trades. The Fund intends to enter into such
contracts only on net terms. The purchase of a put or call option is an
alternative to the purchase or sale of forward contracts and will be used if the
option premiums are less then those in the forward contract market.
The Fund may enter into forward contracts only under two circumstances.
First, when the Fund enters into a contract for the purchase or sale of a
security quoted or dominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security. This is accomplished by entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars,
of the amount of foreign currency involved in the underlying security
transaction ("transaction hedging"). Such forward contract transactions will
enable the Fund to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased or
sold and the date of payment for the security.
Second, when the Fund's investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund may enter into a forward contract to sell, for a fixed amount
of U.S. dollars, the amount of foreign currency approximating the value of some
or all of the securities quoted or denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible. The future value of such securities in
foreign currencies will change as a consequence of fluctuations in the market
value of those securities between the date the forward contract is entered into
and the date it matures. The projection of currency exchange rates and the
implementation of a short-term hedging strategy are highly uncertain. As an
operating policy, the Fund does not intend to enter into forward contracts for
such hedging purposes on a regular or continuous basis, and will not do so if,
as a result, more than 50% of the value of the Fund's total assets would be
committed to the consummation of such contracts. The Fund will also not enter
into such forward contracts or maintain a net exposure to such contracts if the
contracts would obligate the Fund to deliver an amount of foreign currency in
excess of the value of the Fund's securities or other assets denominated in that
currency.
The Fund's custodian will place cash or liquid, high-grade debt securities
in a segregated account. The amount of such segregated assets will be at least
equal to the value of the Fund's total assets committed to the consummation of
forward contracts involving the purchase of forward currency. If the value of
the securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the amount will equal the amount of the Fund's commitments with respect to such
contracts.
The Fund generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Fund may elect
to sell the portfolio security and make delivery of the foreign currency.
Alternatively, the Fund may retain the security and terminate its contractual
obligation to
<PAGE>
deliver the foreign currency by purchasing an identical offsetting contract
from the same currency trader.
It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a forward contract. Accordingly, it may be
necessary for the Fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the Fund intends to sell the
security and the market value of the security is less than the amount of foreign
currency that the Fund is obligated to deliver. Conversely, it may be necessary
to sell on the spot market some of the foreign currency received upon the sale
of the portfolio security if its market value exceeds the amount of foreign
currency that the Fund is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been a change in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward contract prices
decline during the period between the date the Fund enters into a forward
contract for the sale of the foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Fund will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
contract prices increase, the Fund will suffer a loss to the extent that the
price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.
The Fund will not speculate in forward contracts and will limit its
dealings in such contracts to the transactions described above. Of course, the
Fund is not required to enter into such transactions with respect to its
portfolio securities and will not do so unless deemed appropriate by its
investment adviser. This method of protecting the value of the Fund's securities
against a decline in the value of a currency does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of
exchange which the Fund can achieve at some future time. Additionally, although
such contracts tend to minimize the risk of loss due to a decline in the value
of the hedged currency, they also tend to limit any potential gain which might
be realized if the value of such currency increases.
LENDING PORTFOLIO SECURITIES
The Fund may seek to increase its income by lending portfolio securities to
broker-dealers or other institutional borrowers. Under present regulatory
policies of the Securities and Exchange Commission, such loans are required to
be secured continuously by collateral in cash, cash equivalents or U.S.
Government securities held by the Fund's custodian and maintained on a current
basis at an amount at least equal to the market value of the securities loaned,
which will be marked to market daily. Cash equivalents include certificates of
deposit, commercial paper and other short-term money market instruments. The
Fund would have the right to call a loan and obtain the securities loaned at any
time on up to five business days' notice. The Fund would not
<PAGE>
have the right to vote any securities having voting rights during the
existence of a loan, but would call the loan in anticipation of an important
vote to be taken among holders of the securities or the giving or withholding of
their consent on a material matter affecting the investment.
WRIGHT QUALITY RATINGS
Wright Quality Ratings provide the means by which the fundamental criteria
for the measurement of quality of an issuer's securities can be objectively
evaluated.
Each rating is based on 32 individual measures of quality grouped into four
components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability
and Stability, and (4) Growth. The total rating is three letters and a numeral.
The three letters measure (1) Investment Acceptance, (2) Financial Strength, and
(3) Profitability and Stability. Each letter reflects a composite measurement of
eight individual standards which are summarized as A: Outstanding, B: Excellent,
C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects
Growth and is a composite of eight individual standards ranging from 0 to 20.
EQUITY SECURITIES
INVESTMENT ACCEPTANCE reflects the acceptability of a security by and its
marketability among investors, and the adequacy of the floating supply of its
common shares for the investment of substantial funds.
FINANCIAL STRENGTH represents the amount, adequacy and liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratio of
invested equity capital to debt, the adequacy of net working capital, its fixed
charges coverage ratio and other appropriate criteria.
PROFITABILITY AND STABILITY measures the record of a corporation's
management in terms of (1) the rate and consistency of the net return on
shareholders' equity capital investment at corporate book value, and (2) the
profits or losses of the corporation during generally adverse economic periods,
including its ability to withstand adverse financial developments.
GROWTH per common share of the corporation's equity capital, earnings, and
dividends -- rather than the corporation's overall growth of dollar sales and
income.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
DEBT SECURITIES
Wright ratings for commercial paper, corporate bonds and bank certificates
of deposit consist of the two central positions of the four position
alphanumeric corporate equity rating. The two central positions represent those
factors which are most applicable to
<PAGE>
fixed income and reserve investments. The first, Financial Strength,
represents the amount, the adequacy and the liquidity of the corporation's
resources in relation to current and potential requirements. Its principal
components are aggregate equity and total capital, the ratios of (a) invested
equity capital, and (b) long-term debt, total of corporate capital, the adequacy
of net working capital, fixed-charges coverage ratio and other appropriate
criteria. The second letter represents Profitability and Stability and measures
the record of a corporation's management in terms of: (a) the rate and
consistency of the net return on shareholders' equity capital investment at
corporate book value, and (b) the profits and losses of the corporation during
generally adverse economic periods, and its ability to withstand adverse
financial developments.
The first letter rating of the Wright four-part alphanumeric corporate
rating is not included in the ratings of fixed income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
A-1 AND P-1 COMMERCIAL PAPER RATINGS
BY STANDARD & POOR'S AND MOODY'S
A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
`A': Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety. The
`A-1' designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information.
Issuers (or related supporting institutions) rated P-1 by Moody's have a
superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
<PAGE>
