AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996.
1933 ACT FILE NO. 2-78047
1940 ACT FILE NO. 811-3489
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 |X|
POST-EFFECTIVE AMENDMENT NO. 20 |X|
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 21 |X|
THE WRIGHT MANAGED EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices)
617--482-8260
(Registrant's Telephone Number)
H. DAY BRIGHAM, JR.
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on May 1, 996 pursuant to
paragraph (b) of Rule 485.
CALCULATION OF REGISTRATION FEE
<TABLE>
===========================================================================================================================
<CAPTION>
Amount of Proposed Maximum Proposed Aggregate Amount of
Title of Securities Shares Being Offering Price Maximum Registration
Being Registered Registered Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial interest 1,389,750 $11.66(1) $16,204,491(2) $100
===========================================================================================================================
<FN>
(1) Computed under Rule 457(d) on the basis of the maximum aggregate offering
price per share at the close of business on April 15, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price pursuant
to Rule 24e-2. $179,664,142 of shares were redeemed during the fiscal year
ended December 31, 1995. $163,749,651 of shares were used for reductions
pursuant to Paragraph (c) of Rule 24f-2 during such fiscal year. $15,914,491
of shares redeemed are being used for the reduction of the registration fee
in this Amendment. While no fee is required for the $15,914,491 of shares,
the Registrant has elected to register, for $100, an additional $290,000 of
shares.
</FN>
</TABLE>
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended December
31, 1995 on February 16, 1996. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended.
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under Securities Act of 1933.
Part A -- The Prospectus of Wright International Blue Chip Equities Fund
The Prospectus of: Wright Quality Core Equities Fund
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Part B -- Statement of Additional Information of Wright International Blue
Chip Equities Fund
Statement of Additional Information of:
Wright Quality Core Equities Fund
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
Wright Quality Core Equities Fund
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
CROSS REFERENCE SHEET
<TABLE>
ITEM NO. STATEMENT OF
FORM N-1A--PART A PROSPECTUS CAPTION ADDITIONAL INFORMATION CAPTION
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1........................ Front Cover Page
2........................ Shareholder and Fund Expenses
3 (a).................... Financial Highlights
3 (b).................... Not Applicable
3 (c).................... Performance Information
4........................ An Introduction to the Funds, The Funds and their
Investment Objectives and Policies, Other Investment
Policies, Other Information
5........................ The Investment Adviser, The Administra- tor,
Distribution Expenses, Back Cover
5 (a).................... Not Applicable
6........................ Other Information, Distributions by the Funds, Taxes
7........................ How to Purchase Shares, How to Buy Shares, How the
Funds Value their Shares, How Shareholder Accounts
are Maintained, How to Exchange Shares,
Tax-Sheltered Retirement Plans
8........................ How to Redeem or Sell Shares
9........................ Not Applicable
FORM N-1A -- PART B
10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... Additional Information about theTrust
13....................... Additional Investment Information
14....................... Officers and Trustees
15....................... Control Persons and Principal Holders of Shares
16....................... Investment Advisory and Administrative Services,
Custodian, Independent
Certified Public Accountants, Back Cover
17....................... Brokerage Allocation
18.......................
19....................... How to Buy Shares, How to Redeem
or Sell Shares, How the Funds Value
Their Shares
20....................... Taxes
21....................... Principal Underwriter
22....................... Performance Information
23....................... Financial Statements
</TABLE>
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
CROSS REFERENCE SHEET
<TABLE>
ITEM NO. STATEMENT OF
FORM N-1A--PART A PROSPECTUS CAPTION ADDITIONAL INFORMATION CAPTION
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1........................ Front Cover Page
2........................ Shareholder and Fund Expenses
3(a)..................... Financial Highlights
3(b)..................... Not Applicable
3(c)..................... Performance Information
4........................ An Introduction to the Fund, The Fund and Its
Investment Objective and Policies, Other Investment
Policies, Other Information
5........................ The Investment Adviser, The Administra- tor,
Distribution Expenses, Back Cover
5 (a).................... Not Applicable
6........................ Other Information, Distributions by the Fund, Taxes
7........................ How to Buy Shares, How the Fund Values Its Shares,
How Shareholder Accounts are Maintained, How to
Exchange Shares, Tax-Sheltered Retirement Plans
8........................ How to Redeem or Sell Shares
9........................ Not Applicable
FORM N-1A -- PART B
10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... Additional Information about the Trust
13....................... Additional Investment Information
14....................... Officers and Trustees
15....................... Control Persons and Principal Holders of Shares
16....................... Investment Advisory and Administrative Services,
Custodian, Independent Certified Public Accountants,
Back Cover
17....................... Brokerage Allocation
18.......................
19....................... How to Buy Shares, How to Redeem
or Sell Shares, How the Fund Values
Its Shares
20....................... Taxes
21....................... Principal Underwriter
22....................... Performance Information
23....................... Financial Statements
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
Description of art work on front cover of Prospectus
Split globe logo in blue and green in middle of page
- -------------------------------------------------------------------------------
Wright
International
Blue Chip
Equities Fund
Split Globe
Logo Here
PROSPECTUS
May 1, 1996
<PAGE>
Wright International
Blue Chip Equities Fund
PROSPECTUS
May 1, 1996
The Wright Managed Equity Trust
==================================================================
Investment Adviser
Wright Investors' Service, Inc.
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
89 South Street
Boston, Massachusetts 02111
Transfer Agent
First Data Investor Services Group
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>
Part A
===============================================================================
Information Required in a Prospectus
P R O S P E C T U S May 1, 1996
===============================================================================
Wright International Blue Chip Equities Fund
A mutual fund seeking long-term growth of capital and reasonable current income
==============================================================================
a series of
The Wright Managed Equity Trust
- -------------------------------------------------------------------------------
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, 1996 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..................... 4
Financial Highlights.............................. 5
The Fund's Investment Objective and Policies...... 6
Other Investment Policies......................... 7
The Investment Adviser............................ 8
The Administrator................................. 10
Distribution Expenses............................. 10
How the Fund Values its Shares.................... 11
How to Buy Shares................................. 12
How Shareholder Accounts are Maintained........... 13
Distributions by the Fund......................... 13
Taxes............................................. 14
How to Exchange Shares............................ 15
How to Redeem or Sell Shares...................... 16
Performance Information........................... 18
Other Information................................. 18
Tax-Sheltered Retirement Plans.................... 19
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 (the "1940
Act"), 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 (the
"Fund").
Investment Objective.....The Fund seeks to enhance total
investment return (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 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, Inc.,
Adviser 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
("Wright" or the "Investment Adviser") as investment
adviser to arry out the investment and reinvestment
of its 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 its
legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc. ("WISDI"
or the "Principal Underwriter") 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, which will be waived for
investments in 401(k) tax-sheltered retirement plans.
There is no minimum amount for subsequent
purchases. The $1,000 minimum initial investment
is waived for Bank Draft Investing accounts which may
be established with an investment of $50 or more
with a minimum of $50 applicable to each
subsequent investment. Shares also may be purchased
through an exchange of securities. See "How to Buy
Shares."
<PAGE>
Distribution Options ....Distributions are paid in additional shares
at net 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
its 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. A
telephone redemption privilege is available. See "How
to Redeem or Sell Shares."
Exchange Privilege ......Shares of the Fund may be exchanged for shares of
certain other funds managed by the Investment Adviser
at the net asset value next determined after
receipt of the exchange request. There may be limits on
the number and frequency of exchanges. See "How to
Exchange Shares."
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. Call (800) 888-9471 for the previous day's net
asset value.
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 are audited
by theTrust's independent certified public
accountants. Where possible, shareholder confirmations
and account statements will consolidate all Wright
investment fund holdings of the shareholder.
<PAGE>
<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 the Fund. The percentages shown below
representing total operating expenses are based on actual amounts incurred for
the fiscal year ended December 31, 1995.
- -------------------------------------------------------------------------------
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 0.12%)................ 0.32%
Total Operating Expenses ..................... 1.29%
- -------------------------------------------------------------------------------
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............................ 41
5 Years........................... 71
10 Years............................. 156
- -------------------------------------------------------------------------------
The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
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 its
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>
Year Ended December 31,
------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 13.090 $13.410 $10.520 $ 11.040 $ 9.520 $10.400 $10.000
------- ------- ------- ------- ------- ------- -------
Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.142 $ 0.127 $ 0.107 $ 0.094 $ 0.115 $ 0.164 $ 0.092
Net realized and unrealized gain (loss) on
investments..................... 1.638 (0.347) 2.853 (0.524) 1.515 (0.874) 0.353
------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 1.780 $(0.220) $ 2.960 $ (0.430) $ 1.630 $(0.710) $ 0.445
------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $ (0.100 $(0.100) $(0.070)$ (0.090 $(0.110 $(0.170) $ 0.045)
------- ------- ------- ------- ------- ------- -------
Net asset value, end of year....... $ 14.770 $13.090 $13.410 $ 10.520 $ 11.040 $ 9.520 $10.400
======= ======= ======= ======= ======= ======= =======
Total Return(3).................... 13.61% (1.64%) 28.22% (3.94%) 17.21% (6.92%) 4.46%(4)
Ratios/Supplemental Data
Net assets, end of year (000 omitted) $237,176 $200,232 $100,071$74,409 $51,802 $18,842 $14,363
Ratio of expenses to average net assets 1.29% 1.31% 1.46% 1.51% 1.67% 1.65% 0.59%(4)
Ratio of net investment income to
average net assets.............. 0.99% 1.00% 0.67% 0.81% 1.12% 1.66% 3.28%(4)
Portfolio Turnover Rate 12% 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 net
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%(4)
======= =======
Net investment income............ 0.93% 2.33%(4)
======= =======
(2) For the period from September 14, 1989 (commencement of operations), to
December 31, 1989.
(3)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4) Annualized.
</FN>
</TABLE>
<PAGE>
The Fund's
Investment Objective 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 (International 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 3,000
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 AWIL. 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 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.
<PAGE>
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.
Foreign Investment Risk. 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.
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 or her objectives and other
investments when considering the purchase of Fund shares. The Fund cannot
eliminate risk or assure achievement of its objective.
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 agree-
<PAGE>
ment. 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.
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 and administrative expenses, such as finders fees to third parties. 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.
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 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, or Eaton Vance. No
preference will be shown towards investing in banks which have such
relationships.
The Investment Adviser
The Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to its Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes the Fund
with investment advice and management services. Winthrop supervises Wright's
performance of this function and retains its contractual obligations under its
Investment Advisory Contract with the Fund. The address of both Winthrop and
Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. 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 which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 150 people includes a highly respected team of 65
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
<PAGE>
funds. Wright operates one of the world's largest and most complete
databases of financial information on 13,000 domestic and international
corporations. At the end of 1995, Wright managed approximately $4 billion of
assets.
Under the Fund's Investment Advisory Contract, the Fund is required to pay
Winthrop a monthly advisory fee at the annual rates (as a percentage of average
daily net assets) set forth in the table below. Effective February 1, 1996,
Winthrop will cause the Fund to pay to Wright the entire amount of the advisory
fee payable by the Fund under its Investment Advisory Contract with Winthrop.
ANNUAL % ADVISORY FEE RATES
Under $100 Mil.to $250 Mil.to $500 Mil.to Over
$100 Mil. $250 Mil. $500 Mil. $1 Billion $1 Billion
- -----------------------------------------------------------------------------
0.75% 0.79% 0.77% 0.73% 0.68%
As at December 31, 1995, the aggregate net assets of the Fund were
$237,175,946. For the fiscal year ended December 31, 1995, the Fund paid
advisory fees equivalent to 0.77% of the Fund's average daily net assets.
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.
Shareholders of the Fund who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Fund.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients 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.
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.
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.
An Investment Committee of 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:
Peter M. Donovan, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics, Goddard College and joined Wright 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.
Judith R. Corchard, Chairman of the Investment Committee, Executive Vice
President-Investment Management of Wright. Ms. Corchardattended the University
of Connecticut and joined Wright in 1960. She is a member of the New York
Society of Security Analysts andthe Hartford Society of Financial Analysts.
<PAGE>
Jatin J. Mehta, CFA, Executive Counselor and Director of Education of
Wright. 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 World Bank agency in India 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. 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. 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.
James P. Fields, CFA, Vice President and Investment Officer of Wright. Mr.
Fields received a B.S. Accounting, Fairfield University and an MBA Finance from
Pace University. He joined Wright in 1982 and is also a member of the New York
Society of Security Analysts.
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 Trust 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 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 12/31/95
- --------------------------------------------------------------------------
0.20% 0.06% 0.03% 0.02% 0.12%
Eaton Vance, its affiliates and its predecessor companies have been
primarily engaged in managing assets of individuals and institutional clients
since 1924 and managing, administering and marketing mutual funds since 1931.
Total assets under management are over $16 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding
company.
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 1940 Act.
<PAGE>
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 Winthrop. 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.
For the fiscal year ended December 31, 1995, the Fund made distribution
expense payments (as an annualized percentage of average daily net assets) of
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.
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 Investors Bank & Trust Company
("IBT"), 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
<PAGE>
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 Fund's net asset value is 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 investment 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 that subsequent investments for
Bank Draft Investing Accounts must be at least $50. 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 ("Authorized Dealer"). 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:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: (Name of Fund)
(Include your Fund account number)
Initial purchase -- Upon making an initial investment by wire, an investor
must first telephone the Order Department of the Fund at (800) 225-6265, ext. 3,
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 First Data Investor Services Group (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, ext. 3, of each transmission
of funds by wire.
<PAGE>
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. 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 are otherwise acceptable to the Investment Adviser and the Fund.
The Trust 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 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 Trust, 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 the NYSE 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
<PAGE>
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 (computed
on the basis of the one-year period ending on October 31 of such year, 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 its 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 they
may be attributable to taxable income and/or capital gains that had been
realized but not distributed at the time of purchase and, therefore, may be 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 options, futures or
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.
<PAGE>
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 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 certifications required by the IRS 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 amounts
treated as ordinary income distributions 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 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.
<PAGE>
Shareholders purchasing shares from an Authorized Dealer may effect
exchanges between the above funds through their Authorized Dealer who will
transmit information regarding the requested exchanges to the Transfer Agent.
First Data Investor Services Group 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 $50,000 and on
deposit with First Data Investor Services Group and the investor has not
disclaimed in writing the use of the privilege. To effect such exchanges, call
First Data Investor Services Group at (800) 262-1122 or within Massachusetts,
(617) 573-9403 Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern 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 First Data Investor Services Group 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 Principal Underwriter or First Data Investor Services
Group 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.
When calling to make a telephone exchange, shareholders should have their
account number and social security or other taxpayer identification numbers.
Generally, shareholders will be limited to four telephone exchange round-trips
per year and the Fund may refuse requests 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. 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. Contact the
Transfer Agent, First Data Investor Services Group, for additional information
concerning 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 the
recognition of a gain or loss.
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.
Through Authorized Dealers: Shareholders using Authorized Dealers may
redeem shares through such dealers.
By Telephone: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders 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
<PAGE>
times when the volume of telephone redemptions is heavy, additional phone
lines will automatically be added by the Fund. 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 check to the address of record or, if an
appropriate election was made on the application form, by wire transfer to the
bank account or address designated and normally, as indicated above, within one
business day after receipt of the redemption request in good order. Trust
Departments may make redemptions and deposit the proceeds in checking or other
accounts of clients, as specified in instructions furnished to the Fund at the
time of initially purchasing Fund shares. Neither the Trust, the Principal
Underwriter nor First Data Investor Services Group 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 Principal Underwriter or First Data Investor Services Group 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, First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00
p.m. Eastern time), if the redemption involves shares valued at less than
$50,000 and are on deposit with First Data Investor Services Group. 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,
First Data Investor Services Group, 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 First Data Investor
Services Group. 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
<PAGE>
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 fiduciaries) 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.
Performance 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.
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". 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
Trust. 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 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.
<PAGE>
Tax-Sheltered Retirement Plans
The Fund is available for investment by 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:
(800) 888-9471
<PAGE>
- ------------------------------------------------------------------------------
Description of art work on front cover of Prospectus
Two thin blue vertical lines on right side of page.
- ------------------------------------------------------------------------------
PROSPECTUS
MAY 1, 1996
WRIGHT TRUE BLUE CHIP
EQUITY INVESTMENT FUNDS
<PAGE>
PART A
------------------------------------
Information Required in a Prospectus
P R O S P E C T U S MAY 1, 1996
- -------------------------------------------------------------------------------
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, 1996, 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 (Telephone: 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
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........................... 9
The Investment Adviser.............................. 10
The Administrator................................... 12
Distribution Expenses............................... 13
How the Funds Value their Shares.................... 13
How to Buy Shares................................... 14
How Shareholder Accounts are Maintained............. 15
Distributions by the Funds.......................... 15
Taxes............................................... 16
How to Exchange Shares.............................. 18
How to Redeem or Sell Shares........................ 18
Performance Information............................. 19
Other Information................................... 19
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") 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 Objectives...............Each Fund seeks
long-term growth of capital and 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 Adviser..............Each Fund has engaged Wright Investors'
Service, Inc. of 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. ("WISDI" or the "Principal
Underwriter") 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.
<PAGE>
How to Purchase Fund Shares........There is no
sales charge on the purchase of shares of
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 which will be waived
for investments in 401(k) tax-sheltered
retirement plans. There is no minimum amount
for subsequent purchases. The $1,000 minimum
initial investment is waived for Bank Draft
Investing accounts which may be established
with an investment of $50 or more with a
minimum of $50 applicable to each subsequent
investment. Shares also may be purchased
through an exchange of securities. See "How
to Buy Shares."
Distribution Options ...............Distributions are paid in additional
shares at net 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 ex-dividend date.
Redemptions.........................Shares may be redeemed directly from a Fund
at the net asset value per share next
determined after receipt of the redemption
request in good order. A telephone
redemption privilege is available.
See "How to Redeem or Sell Fund Shares."
Exchange Privilege .................Shares of the Funds may be exchanged for
shares of 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. There may
be limits on the number and frequency of
exchanges. See "How to Exchange Shares."
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. Call (800)
888-9471 for the previous day's net asset
value.
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 Communications..........Each shareholder
will receive annual and semi-annual 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.
Where possible, shareholder confirmations
and account statements will consolidate all
Wright investment fund holdings of the
shareholder.
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, 1995.
<TABLE>
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
(after expense reduction)(2) 0.20% 0.09% 0.18%
Other Expenses (including administration fees)(1) 0.22% 0.53% 0.44%
----- ----- -----
TOTAL OPERATING EXPENSES (after reductions)(2) 1.04% 1.17% 1.07%
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Administration fees for WJBC and WQC were 0.20% and for WBC 0.13%; (2)
Absent a fee reduction, expenses of the WJBC and WQC would have been the
following as a percentage of average net assets: WJBC distribution expenses
would have been 0.20% and total operating expenses would have been 1.28% and WQC
distribution expenses would have been 0.20% and total operating expenses would
have been 1.09%. In addition, during the year ended December 31, 1995, custodian
fees were reduced by credits resulting from cash balances maintained with
Investors Bank & Trust Company. If these credits were reflected in the above
table, the Total Operating Expenses shown above would have been 1.14% for WJBC
and 1.05% for WQC.
</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 an investment of $1,000, a 5% annual return on the investment and
redemption at the end of each period:
<TABLE>
Wright Wright Wright
Selected Blue Chip Wright Junior Blue Chip Wright Quality Core
Equities Fund (WBC) Equities Fund (WJBC) Equities Fund (WQC)
------------------- ------------------------ ---------------------
<S> <C> <C> <C>
1 Year $ 11 $ 12 $ 11
3 Years 33 37 34
5 Years 57 64 59
10 Years 127 142 131
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal regulations
require the Example to asume a 5% annual return, but actual return will vary.
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 a Fund is
contained in its 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>
WRIGHT SELECTED BLUE CHIP EQUITIES FUND -- Year Ended December 31,
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value, beginning of year. $13.850 $ 14.920 $ 14.790 $17.180 $13.840 $ 15.370 $ 13.760 $12.120 $14.040 $13.490
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income (Loss) from Investment Operations:
Net investment income(1)......... $ 0.226 $ 0.233 $ 0.196 $ 0.222 $ 0.267 $ 0.323 $ 0.368 $ 0.315 $ 0.292 $ 0.287
Net realized and unrealized gain
(loss) on investments........... 3.904 (0.763) 0.104 0.498 4.553 (0.843) 2.922 2.250 (0.557) 1.553
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 4.130 $ (0.530)$ 0.300 $ 0.720 $ 4.820 $ (0.520) $ 3.290 $2.565 $(0.265) $ 1.840
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $(0.200)$ (0.180)$ (0.170)$(0.200)$ (0.250)$(0.320) $(0.310) $(0.275)$(0.340) $(0.310)
From net realized gain on
investments..................... (0.840) (0.360) -- (2.910) (1.230) (0.690) (1.370) (0.650) (1.315) (0.980)
In excess of net realized gain on
investments(3).................. (0.110) -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions.............. $(1.150)$ (0.540)$(0.170) $(3.110)$ (1.480)$(1.010) $(1.680) $(0.925)$(1.655)$(1.290)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of year....... $16.830 $ 13.850 $ 14.920 $14.790 $17.180 $ 13.840 $ 15.370 $13.760 $12.120 $14.040
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return(2).................... 30.34% (3.52%) 2.06% 4.71% 35.98% (3.30%) 24.57% 21.31% (1.83%) 4.18%
Ratios/Supplemental Data
Net assets,end of year(000 omitted)$217,588 $186,016 $175,481 $152,997 $167,900$108,571 $120,345 $114,042 $ 99,200 $ 92,908
Ratio of expenses to average net
assets........................... 1.04% 1.03% 1.03% 1.02% 1.08% 1.12% 1.11% 1.10% 1.03% 0.98%
Ratio of net investment income to
average net assets.............. 1.44% 1.57% 1.28% 1.34% 1.67% 2.28% 2.38% 2.29% 1.92% 1.96%
Portfolio Turnover Rate 44% 72% 28% 77% 72% 83% 20% 29% 30% 40%
<FN>
(1)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:
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%
======= =======
(2)Total investment return is calculated assuming a purchase at the net aset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(3)The Fund has followed the Statement of Position (SOP) 93-2:Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires that
differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND -- Year Ended December 31,
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value, beginning of year. $11.000 $ 11.950 $ 11.690 $14.720 $11.500 $ 13.020 $ 12.450 $11.030 $12.730 $12.380
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from Investment Operations:
Net investment income(1)......... $ 0.120 $ 0.101 $ 0.101 $ 0.045 $ 0.072 $ 0.111 $ 0.177 $ 0.197 $ 0.131 $ 0.149
Net realized and unrealized gain
(loss) on investments........... 1.977 (0.431) 0.809 0.315 4.118 (1.491) 1.723 1.478 (0.671) 0.541
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 2.097 $ (0.330)$ 0.910 $ 0.360 $ 4.190 $ (1.380) $ 1.900 $ 1.675 $(0.540) $ 0.690
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $(0.100)$ (0.100)$(0.060) $(0.030) $(0.070)$ (0.140) $(0.150) $(0.175)$(0.150) $ (0.160)
From net realized gain on
investments ................... (1.030) (0.520) (0.590) (3.360) (0.900) -- (1.180) (0.080) (1.010) (0.180)
In excessof net realized gain
on investments(4)............... (1.117) -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions.............. $(2.247)$ (0.620)$(0.650) $(3.390) $(0.970)$ (0.140) $(1.330) $(0.255)$(1.160)$ (0.340)
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net asset value, end of year....... $10.850 $ 11.000 $ 11.950 $11.690 $14.720 $ 11.500 $ 13.020 $12.450 $11.030 $12.730
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return(3).................... 20.51% (2.75%) 7.93% 3.28% 36.98% (10.61%) 15.61% 15.21% (3.58%) 5.62%
Ratios/Supplemental Data
Net assets, end of year
(000 omitted).................. $25,993 $ 37,124 $ 68,226 $ 64,635 $120,911 $ 63,385 $ 98,593 $121,644 $ 95,808 $74,113
Ratio of expenses to average
net assets..................... 1.17%(2) 1.11% 1.09% 1.07% 1.10% 1.14% 1.10% 1.08% 1.03% 1.05%
Ratio of net investment income to
average net assets.............. 0.89% 0.91% 0.86% 0.31% 0.52% 0.95% 1.34% 1.61% 0.96% 1.11%
Portfolio Turnover Rate............ 40% 36% 38% 80% 60% 75% 15% 38% 58% 20%
<FN>
(1)During the year ended December 31, 1995, the Principal Underwriter reduced
its fee and during the year ended December 31, 1987, the Administrator
reduced its fee. Had such actions not been undertaken, net investment income
per share and the ratios would have been as follows:
1995 1987
---- ----
Net investment income per share.. $ 0.105 $ 0.118
======== ========
Ratios (As a percentage of average net assets):
Expenses........................ 1.28% 1.08%
======== ========
Net investment income........... 0.78% 0.91%
======== ========
(2) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 1.14%.
(3) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4) The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT QUALITY CORE EQUITIES FUND -- Year Ended December 31,
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value, beginning of year. $11.390 $ 12.720 $ 13.380 $14.730 $10.760 $ 11.290 $ 10.590 $ 9.710 $12.810 $11.300
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income (Loss) from Investment Operations:
Net investment income(1)......... $ 0.153 $ 0.180 $ 0.176 $ 0.179 $ 0.175 $ 0.192 $ 0.207 $ 0.211 $ 0.233 $ 0.232
Net realized and unrealized gain (loss) on
investments..................... 3.107 (0.295) (0.046) 0.951 3.985 (0.522) 2.163 1.394 (0.303) 1.658
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 3.260 $ (0.115)$ 0.130 $ 1.130 $ 4.160 $ (0.330) $ 2.370 $ 1.605 $(0.070)$ 1.890
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $(0.160)$ (0.160)$ (0.160) $(0.160)$(0.190)$ (0.200) $(0.220) $(0.185)$(0.265)$ (0.240)
From net realized gain on
investments .................... (1.840) (1.055) (0.625) (2.320) -- -- (1.450) (0.540) (2.765) (0.140)
In excess of net realized gains(4) -- -- (0.005) -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions.............. $(2.000)$ (1.215)$ (0.790) $(2.480 $(0.190)$ (0.200) $(1.670) $(0.725)$(3.030)$ (0.380)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of year....... $12.650 $ 11.390 $ 12.720 $13.380 $14.730 $ 10.760 $ 11.290 $10.590 $ 9.710 $12.810
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return....................... 28.98% (0.73%) 1.00% 8.02% 38.90% (2.89%) 23.02% 16.66% 1.01% 16.90%
Ratios/Supplemental Data
Net assets,end of year
(000 omitted).................... $49,134 $ 51,085 $ 88,349 $ 81,674 $80,065 $ 44,293 $ 50,193 $ 60,989 $ 60,579 $81,939
Ratio of expenses to average
net assets ..................... 1.07%(2) 0.99% 0.97% 1.01% 1.03% 1.07% 1.14% 1.06% 0.96% 1.03%
Ratio of net investment income to
average net assets.............. 1.19% 1.46% 1.37% 1.20% 1.34% 1.80% 1.76% 1.97% 1.61% 1.79%
Portfolio Turnover Rate............ 83% 55% 53% 70% 9% 18% 12% 14% 34% 17%
<FN>
(1)The Principal Underwriter made a reduction of its fees during the years
ended December 31, 1995 and 1990. During each of the years ended December 31,
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 ratios would have
been as follows:
Year Ended December 31,
--------------------------------------------
1995 1990 1989 1988 1987
---- ---- ---- ---- ----
Net investment income per share............. $ 0.150 $ 0.183 $ 0.206 $ 0.208 $ 0.222
======= ======= ======= ======= =======
Ratios (As a percentage of average net assets):
Expenses................................. 1.09% 1.15% 1.15% 1.08% 1.00%
======= ======= ======= ======= =======
Net investment income.................... 1.17% 1.72% 1.75% 1.95% 1.57%
======= ======= ======= ======= =======
(2)Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning in
1995. If these credits were considered, the ratio of net expenses to average
daily net assets would have been reduced to 1.05%.
(3)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4)The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires that
differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
</FN>
</TABLE>
<PAGE>
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 1,700
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
approximately 350 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 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 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
<PAGE>
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.
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."
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 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. None of
the Funds has any current intention of borrowing for leverage or speculative
purposes.
<PAGE>
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.
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.
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
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 and administrative expenses, such as finders fees to third parties. 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.
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 or Eaton Vance. No preference will be
shown towards investing in banks which have such relationships.
THE INVESTMENT ADVISER
Each Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to an Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
<PAGE>
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes each
Fund with investment advice and management services. Winthrop supervises
Wright's performance of this function and retains its contractual obligations
under its Investment Advisory Contract with each Fund. The address of both
Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. 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 which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 150 people includes a highly respected team of 65
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 13,000 domestic and international corporations. At the end of
1995, Wright managed approximately $4 billion of assets.
Under the Funds Investment Advisory Contract, each Fund is required to pay
Winthrop a monthly advisory fee calculated at the annual rates (as a percentage
of average daily net assets) set forth in the table below. Effective February 1,
1996, Winthrop will cause the Funds to pay to Wright the entire amount of the
advisory fee payable by each Fund under its Investment Advisory Contract with
Winthrop. The table also lists each Fund's aggregate net assets at December 31,
1995 and the advisory fee rate paid for the fiscal year ended December 31, 1995.
<TABLE>
ANNUAL % ADVISORY FEE RATES
-------------------------------
Aggregate Fee Rate Paid
Under 100 Million to $250 Million to $500 Million to Over Net Assets for the Fiscal Year
$100 Million $250 Million $500 Million $1 Billion 1 Billion at 12/31/95 Ended 12/31/95
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip
Equities Fund (WBC) 0.55% 0.69% 0.67% 0.63% 0.58% $217,587,944 0.62%
Wright Junior Blue Chip
Equities Fund (WJBC 0.55% 0.69% 0.67% 0.63% 0.58% $25,993,458 0.55%
Wright Quality Core
Equities Fund (WQC) 0.45% 0.59% 0.57% 0.53% 0.48% $49,134,274 0.45%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
Shareholders of the Funds who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Funds.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients 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.
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 operations other than those
expressly stated to be payable by Wright under its Investment Advisory Contract.
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.
<PAGE>
An Investment Committee of 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:
PETER M. DONOVAN, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics, Goddard College and joined Wright 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.
JUDITH R. CORCHARD, Chairman of the Investment Committee, Executive Vice
President-Investment Management of Wright. Ms. Corchard attended the University
of Connecticut and joined Wright in 1960. She 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.
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
World Bank agency in India 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. 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. 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.
JAMES P. FIELDS, CFA, Vice President and Investment Officer of Wright. Mr.
Fields received a B.S. Accounting, Fairfield University and an MBA Finance from
Pace University. He joined Wright in 1982 and is also a member of the New York
Society of Security Analysts.
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 Trust 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 the custodian and transfer agent,
providing assistance in connection with the Trustees' and shareholders' meetings
and other administrative services
<PAGE>
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 from each Fund at the annual rates (as a
percentage of average daily net assets) as follows:
ANNUAL % ADMINISTRATION FEE RATES
Under $100 Million to $250 Million to Over
$100 Million $250 Million $500 Million $500 Million
------------ ------------- ------------ ------------
0.20% 0.06% 0.03% 0.02%
For the fiscal year ended December 31, 1995, each Fund paid adminisration fees
(as an annualized percentage of average daily net assets) as follows: WBC
(0.13%), WJBC (0.20%) and WQC (0.20%).
Eaton Vance, its affiliates and its predecessor companies have been
primarily engaged in managing assets of individuals and institutional clients
since 1924 and managing, administering and marketing mutual funds since 1931.
Total assets under management are over $16 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding
company.
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 1940 Act.
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,
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 Winthrop. 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. For the fiscal year ended December 31, 1995, each Fund
made distribution expense payments (as an annualized percentage of average daily
net assets) as follows: WBC (0.20%), WJBC (0.09%) and WQC (0.18%). To enhance
the net income of the WJBC and WQC Funds, the Principal Underwriter reduced its
fee by $35,853 and $11,656, respectively.
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.
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
<PAGE>
by Investors Bank & Trust Company ("IBT"), the Funds' custodian (as agent
for the Funds) in 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 investment per Fund 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 that subsequent
investments for Bank Draft Investing accounts must be at least $50. 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.
Shares of each Fund may be purchased or redeemed through an investment
dealer, bank or other institution ("Authorized Dealers"). 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 each 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:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: (Name of Fund)
(Include your Fund account number)
Initial purchase - Upon making an initial investment by wire, an investor must
first telephone the Order Department of the Funds at (800) 225-6265, ext. 3, 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 First Data Investor Services Group (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, ext. 3, of each transmission
of funds by wire.
BY MAIL: Initial Purchases - The Account Instructions form available through
WISDI should be completed by an investor, 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 an
investor 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 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.
<PAGE>
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
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 Funds for 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 13. 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 an 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. Confirmation statements
indicating total shares of each 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 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.
<PAGE>
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, none of the Funds will be subject to income or corporate excise or
franchise taxes in Massachusetts 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
<PAGE>
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.
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 (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.
Shareholders purchasing shares from an Authorized Dealer may effect exchanges
between the above funds through their Authorized Dealer who will transmit
information regarding the requested exchanges to the Transfer Agent.
First Data Investor Services Group 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 $50,000 and on deposit with First Data
Investor Services Group and the investor has not disclaimed in writing the use
of the privilege. To effect such exchanges, call First Data Investor Services
Group at (800) 262-1122 or within Massachusetts, (617) 573-9403, Monday through
Friday, 9:00 a.m. to 4:00 p.m. (Eastern 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 First Data Investor Services Group 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
Principal Underwriter or First Data Investor Services Group 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. When calling to
make a telephone exchange, shareholders should have their account number and
social security or other taxpayer identification numbers. 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. 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. Contact the Transfer Agent, First
Data Investor Services Group, for additional information concerning the exchange
privilege.
<PAGE>
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.
THROUGH AUTHORIZED DEALERS: Shareholders using Authorized Dealers may redeem
shares through such dealers.
BY TELEPHONE: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders 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
check to the address of record, or if an appropriate election as made on the
application form, by wire transfer to the bank account or address designated and
normally, as indicated above, within one business day after receipt of the
redemption request in good order. 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 First Data Investor
Services Group 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 Principal Underwriter or
First Data Investor Services Group 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,
First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00 p.m.
Eastern time) if the redemption involves shares valued at less than $50,000 and
on deposit with First Data Investor Services Group. 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,
First Data Investor Services Group, Wright Managed Investment Funds, BOS 725,
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 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 First
Data Investor Services Group. 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.
<PAGE>
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 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, 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 which at
any time, due to redemption or transfer, amounts to less than $1,000 for 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 shareholder 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.
PERFORMANCE 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.
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." 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
Trust. 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
<PAGE>
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 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 available for investments by 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: (800) 888-9471
<PAGE>
WRIGHT TRUE BLUE CHIP
EQUITY INVESTMENT FUNDS
PROSPECTUS
MAY 1, 1996
THE WRIGHT MANAGED EQUITY TRUST
- -----------------------------------------------------------------------------
INVESTMENT ADVISER
Wright Investors' Service, Inc.
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
89 South Street
Boston, Massachusetts 02111
TRANSFER AGENT
First Data Investor Services Group
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>
PART B
Information Required in a Statement of Additional Information
==============================================================================
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1996
WRIGHT INTERNATIONAL
BLUE CHIP EQUITIES FUND
==============================================================================
a series of
The Wright Managed Equity Trust
24 Federal Street
Boston, Massachusetts 02110
==============================================================================
Table of Contents Page
Additional Information about the Trust................................ 2
Additional Investment Information..................................... 2
Officers and Trustees................................................. 7
Control Persons and Principal Holders of Shares....................... 9
Investment Advisory and Administrative Services....................... 9
Custodian............................................................. 11
Independent Certified Public Accountants.............................. 12
Brokerage Allocation.................................................. 12
Principal Underwriter................................................. 13
Performance Information............................................... 14
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, 1996, as supplemented from time to
time, which is incorporated herein by reference. A copy of the Prospectus may be
obtained without charge from Wright Investors' Service Distributors, Inc., 1000
Lafayette Boulevard, Bridgeport, Connecticut 06604 (800-888-9471).
<PAGE>
Additional Information about the Trust
Unless otherwise defined herein, capitalized terms have the meaning given
to them in the Prospectus.
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.
In addition to the Fund, 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.
Additional Investment Information
The investment objective of the Fund is to provide long-term growth of
capital and at the same time earn reasonable current income.
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.
Portfolio 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
<PAGE>
temporary reserves as described below, will be made solely in companies
meeting the AWIL quality standards.
An ADR 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.
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 the investment
adviser believes that this would be advisable in view of what it considers
extraordinary economic and stock market conditions.
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. 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.
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. Consider also that 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 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.
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.
<PAGE>
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 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. 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.
<PAGE>
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 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
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 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.
<PAGE>
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;
(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
<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 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.
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" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), 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") by
virtue of their affiliation with either the Trust, Wright, Winthrop, Eaton
Vance, BMR, EVC or EV, are indicated by an asterisk (*).
PETER M. DONOVAN (53), President and Trustee*
President, Chief Executive Officer and Director of Wright and Winthrop; Vice
President, Treasurer and a Director of Wright Investors' Service Distributors,
Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (69), 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.
Address: 24 Federal Street, Boston, MA 02110
WINTHROP S. EMMET (85), Trustee
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
<PAGE>
LELAND MILES (72), 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 (59), Vice President & Trustee*
Senior Vice President, Wright and Winthrop; President, Wright Investors' Service
Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (77), 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 (61), 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 (71), 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 (57), Vice President
Executive Vice President, Senior Investment Officer, Chairman of The Investment
Committee and Director of Wright and Winthrop.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (51), 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
WILLIAM J. AUSTIN, JR. (44), 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 (60), 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
A. JOHN MURPHY (33), Assistant Secretary
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on
June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (38), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was
elected Assistant Secretary of the Trust on June 21, 1995.
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.
<PAGE>
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. The Trust does not have a retirement plan for its Trustees. For Trustee
compensation for the fiscal year ended December 31, 1995, see the following
table.
COMPENSATION TABLE
Fiscal Year Ended December 31, 1995
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 $1,250 None None $5,000
Leland Miles $1,250 None None $4,750
Lloyd F. Pierce $1,250 None None $5,000
George R. Prefer $1,250 None None $5,000
Raymond Van Houtte $1,250 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 (29 Funds) for a total of 33
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, Wright or Winthrop. 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, 1996, 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 are held primarily by trust departments of depository institutions
and trust companies either for their own account or for the accounts of their
clients. From time to time, several of these 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 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, 1996, the number of other 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 Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to its Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes the Fund
with investment advice and management services. Winthrop supervises Wright's
performance of this function and retains its contractual obligations under its
Investment Advisory Contract with the
<PAGE>
Fund. The estate of John Winthrop Wright may be considered a conrolling
person of Winthrop and Wright by reason of its ownership of more than a
majority of the outstanding shares of Winthrop The address of both Winthrop and
Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The Trustees of the
Trust are responsible for the general oversight of the conduct of the Fund's
business.
Pursuant to the Investment Advisory Contract, 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 Fund's current Prospectus. Effective February 1, 1996, Winthrop
will cause the Fund to pay to Wright the entire amount of the advisory fee
payable under the Investment Advisory Contract with Winthrop. As of December 31,
1995, the Fund had net assets of $237,175,946. For the fiscal year ended
December 31, 1995, the Fund paid Wright advisory fees of $1,682,897 (equivalent
to 0.77% of the average daily net assets for such year). For the fiscal year
ended December 31, 1994, the Fund paid Wright advisory fees of $1,394,066
(equivalent to 0.77% of the average daily net assets for such year. For the
fiscal year ended December 31, 1993, the Fund paid Wright advisory fees of
$609,489 (equivalent to 0.75% of the average daily net assets for such year.
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 receives a monthly administration fee at the annual rates set
forth in the Fund's current Prospectus. For the fiscal years ended December 31,
1995, 1994 and 1993, the Fund paid Eaton Vance administration fees of $270,853,
$248,916 and $162,531, respectively.
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, 1996, 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. Mr. Brigham is an officer and Trustee of the Trust, and a member of
the EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin, Murphy, O'Connor
and Woodbury 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.
<PAGE>
EVC owns all of the stock of Energex Energy Corporation which is engaged in
oil and gas exploration and development. In addition, Eaton Vance owns all the
stock of Northeast Properties, Inc., which is engaged in real estate investment.
EVC owns all of the stock of Fulcrum Management, Inc. and MinVen, Inc., which
are engaged in precious metal mining venture investment and management. 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, 1997. 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, 1997 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, 1997 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.
Custodian
Investors Bank & Trust Company ("IBT"), 89 South Street, Boston,
Massachusetts, 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 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
<PAGE>
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.
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 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 pro-
<PAGE>
vides 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
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, 1993, 1994 and 1995, the Fund
paid aggregate brokerage commissions of $248,20, $722,613 and $241,321,
respectively, on portfolio transactions.
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 Winthrop, 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 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, Chief
Executive Officer and a Director of Winthrop and 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 Winthrop and Wright, is
President and a Director of WISDI.
<PAGE>
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, 1995, it is estimated that WISDI spent approximately the following
amounts on behalf of the Wright Managed Investment Funds, including this Fund.
Wright Investors' Service Disributors, Inc.
Financial Summaries for the Year 1995
Printing Commis-
& Mailing Travel sions & Adminis-
Pro- Pros- & Enter- Service tration &
motional pectuses tainment Fees Other TOTAL
------- ------- ------- ------- ------- -------
$201,231 $71,969 $59,320 $39,975 $63,682 $436,177
For the fiscal year ended December 31, 1995, the Fund paid WISDI
distribution expenses of $436,177 (equivalent to 0.20% of the Fund's average net
assets for such year).
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 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.
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
<PAGE>
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 and five-year
periods ended December 31, 1995 and the period from inception to December 31,
1995 was as follows:
Inception to Inception
One Year Five Years 12/31/95(1) Date
-------- -------- ---------- --------
13.61% 10.04% 7.42% 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>
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited
financial information for the Fund contained in the Fund's
shareholder report for the fiscal year ended December 31, 1995
as previously filed electronically with the Securities and
Exchange Commission (Accession Number 0000703499-96-000004).
<PAGE>
APPENDIX
- ------------------------
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 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.
<PAGE>
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>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
==============================================================================
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1996
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
Additional Information about the Trust........................... 2
Additional Investment Information................................ 2
Officers and Trustees............................................ 5
Control Persons and Principal Holders of Shares.................. 7
Investment Advisory and Administrative Services.................. 7
Custodian........................................................ 9
Independent Certified Public Accountants......................... 9
Brokerage Allocation............................................. 9
Principal Underwriter............................................ 11
Performance Information.......................................... 13
Financial Statements............................................. 15
Appendix ........................................................ 35
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") OFFERING THE ABOVE FUNDS, DATED MAY 1, 1996, AS SUPPLEMENTED
FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. A COPY OF THE
PROSPECTUS MAY BE OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS' SERVICE
DISTRIBUTORS, INC., 1000 LAFAYETTE BOULEVARD, BRIDGEPORT, CONNECTICUT 06604
(800-888-9471).
<PAGE>
ADDITIONAL INFORMATION ABOUT THE TRUST
Unless otherwise defined herein, capitalized terms have the meaning given
to them in the Prospectus.
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 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.
ADDITIONAL INVESTMENT INFORMATION
The investment objective of each Fund is to provide long-term growth of
capital and at the same time earn reasonable current income.
WRIGHT JUNIOR BLUE CHIP EQUITIES FUND (WJBC). 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.
<PAGE>
POLICIES FOR ALL 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.
LENDING PORTFOLIO SECURITIES - Each 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 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.
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
<PAGE>
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
(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). No
Fund will purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs.
<PAGE>
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" (as defined
in the 1940 Act) of the Trust, Wright, The Winthrop Corporation ("Winthrop"),
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") by virtue of their affiliation with
either the Trust, Wright, Winthrop, Eaton Vance, EVC or EV, are indicated by an
asterisk (*).
PETER M. DONOVAN (53), PRESIDENT AND TRUSTEE*
President, Chief Executive Officer and Director of Wright and Winthrop; Vice
President, Treasurer and a Director of Wright Investors' Service Distributors,
Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (69), 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.
Address: 24 Federal Street, Boston, MA 02110
WINTHROP S. EMMET (85), TRUSTEE
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (72), 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 (59), VICE PRESIDENT & TRUSTEE*
Senior Vice President, Wright and Winthrop; President, Wright Investors' Service
Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (77), 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 (61), 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 (71), 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 (57), VICE PRESIDENT
Executive Vice President, Senior Investment Officer, Chairman of The Investment
Committee and Director of Wright and Winthrop.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
<PAGE>
JAMES L. O'CONNOR (51), 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 (60), 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
A. JOHN MURPHY (33), ASSISTANT SECRETARY
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on
June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (38), ASSISTANT SECRETARY
Vice President of Eaton Vance since February 1993; formerly, associate
attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Woodbury was elected
Assistant Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (44), 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
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. The Trust does not have a retirement plan for its Trustees. For Trustee
compensation for the fiscal year ended December 31, 1995, see the following
table.
COMPENSATION TABLE
Fiscal Year Ended December 31, 1995
Registrant - The Wright Managed Equity Trust
Registered Investment Companies -- 4
Aggregate
Compensation Esti- Total
from The Pension mated Compen-
Wright Managed Benefits Annual sation
Trustees Equity Trust Accrued Benefits Paid(1)
- --------------------------------------------------------------
Winthrop S. Emmet $1,250 None None $5,000
Leland Miles $1,250 None None $4,750
Lloyd F. Pierce $1,250 None None $5,000
George R. Prefer $1,250 None None $5,000
Raymond Van Houtte $1,250 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 (29 Funds) for a total of 33
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, Wright or Winthrop. The Trust
does not have a designated audit committee since the full board performs the
functions of such committee.
<PAGE>
CONTROL PERSONS AND
PRINCIPAL HOLDERS OF SHARES
As of March 31, 1996, 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 trust departments of depository institutions and
trust companies either for their own account or for the accounts of their
clients. From time to time, several of these 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, 1996, the number of trust departments which were the
record owners of more than 5% of the outstanding shares of the Funds was as
follows: WBC, 3; WJBC, 4; and WQC, 4.
INVESTMENT ADVISORY
AND ADMINISTRATIVE SERVICES
The Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to its Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes the Fund
with investment advice and management services. Winthrop supervises Wright's
performance of this function and retains its contractual obligations under its
Investment Advisory Contract with the Fund. The estate of John Winthrop Wright
may be considered a conrolling person of Winthrop and Wright by rreason of its
ownership of more than a majority of the outstanding shares of Winthrop The
address of both Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport,
Connecticut. The Trustees of the Trust are responsible for the general oversight
of the conduct of the Fund's business.
Pursuant to the Investment Advisory Contract, 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, 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, each Fund is obligated to pay a monthly advisory fee calculated at the
rates set forth in the Fund's current Prospectus. Effective February 1, 1996,
Winthrop will cause the Funds to pay to Wright the entire amount of the advisory
fee payable by each Fund under the Investment Advisory Contract with
Winthrop.The following table sets forth the net assets of each Fund as at
December 31, 1995 and the advisory fee earned during the fiscal years ended
December 31, 1995, 1994 and 1993.
Net Assets Fee Paid for Fiscal Year Ended
as of December 31
12/31/95 1995 1994 1993
- -------------------------------------------------------------
WBC $217,587,944 $1,283,832 $1,169,165 $1,042,731
WJBC $25,993,458 $174,577 $322,161 $364,034
WQC $49,134,274 $235,233 $332,192 $391,623
- -------------------------------------------------------------
<PAGE>
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. For its services under the Administration Agreement, Eaton
Vance receives monthly administration fees at the annual rates set forth in the
Fund's current Prospectus.
The following table sets forth the administration fees earned for the
fiscal years ended December 31, 1995, 1994 and 1993:
Administration Fees
Paid for the Fiscal Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------
WBC $263,811 $253,840 $242,846
WJBC $63,483 $117,150 $132,376
WQC $104,548 $147,641 $174,054
- ----------------------------------------------------------------
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, 1996, 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. Mr. Brigham is an officer and Trustee of the Trust, and a member of
EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin, Murphy, O'Connor and
Woodbury 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.
EVC owns all of the stock of Energex Energy Corporation which is engaged in
oil and gas exploration and development. In addition, Eaton Vance owns all the
stock of Northeast Properties, Inc., which is engaged in real estate investment.
EVC owns all of the stock of Fulcrum Management, Inc. and MinVen, Inc., which
are engaged in precious metal mining venture investment and management. 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
<PAGE>
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, 1997. 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, 1997 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 that
Fund. The Trust's Administration Agreement may be continued from year to year
after February 28, 1997 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.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 89 South Street, Boston, Massachusetts
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.
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 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.
<PAGE>
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.
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.
<PAGE>
During the fiscal years ended December 31, 1993, 1994 and 1995, the Funds
paid the following aggregate brokerage commissions on portfolio transactions:
1993 1994 1995
---- ---- ----
Wright Selected Blue Chip
Equities Fund (WBC) $112,735 $345,675 $206,758
Wright Junior Blue Chip
Equities Fund (WJBC) $38,721 $71,949 $45,144
Wright Quality Core
Equities (WQC) $109,394 $112,398 $100,898
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 Winthrop, 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, Chief
Executive Officer and a Director of Wright and Winthrop, 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 and Winthrop, 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 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
<PAGE>
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, 1995, it is estimated that WISDI spent approximately the following
amounts listed in the table below on behalf of the Wright Managed Investment
Funds including these Funds:
Wright Investors Service Distributors, Inc.
Financial Summaries for the Year 1995
<TABLE>
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) $228,226 $68,096 $56,128 -- $60,255 $412,705
Wright Junior Blue Chip
Equities Fund (WJBC) $15,279 $4,559 $3,758 -- $4,034 $27,630
Wright Quality Core
Equities Fund (WQC) $51,369 $15,327 $12,633 -- $13,562 $92,892
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table shows the distribution expenses allowable to WISDI and paid
by each Fund for the fiscal year ended December 31, 1995.
Distribution Distribution Expenses
Distribution Expenses Paid as a % of
Expenses Paid by Fund's Average
Allowable Fund Net Asset Value
- --------------------------------------------------------------------------
WBC $412,705 $412,705 0.20%
WJBC $63,483 $27,630(1) 0.09%
WQC $104,548 $92,892(2) 0.18%
- --------------------------------------------------------------------------
(1) WISDI reduced its fee in the amount of $35,853.
(2) WISDI reduced its fee in the amount of $11,656.
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
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 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.
<PAGE>
PERFORMANCE INFORMATION
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.
The average annual total return of each Fund for the one and five-year
periods ended December 31, 1995 and the period from inception to December 31,
1995 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.
<TABLE>
Year Ended 12/31/95 Inception
_______________________________ To Inception
1 Year 5 Years 10 Years 12/31/95 Date
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (1) 30.34% 12.82% 11.59% 12.32% 1/04/83
Wright Junior Blue Chip Equities Fund (2) 20.51% 12.34% 8.05% 9.58% 1/14/85
Wright Quality Core Equities Fund (3) 28.98% 14.18% 12.31% 13.12% 8/07/85
- --------------------------------------------------------------------------------------------------------------------
<FN>
(1) If a portion of the WBC Fund's 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 Fund's expenses had not been subsidized
during the years ended December 31, 1995, 1987 and 1985, the Fund would have had
lower returns; (3) If a portion of the WQC Fund's expenses had not been
subsidized during the years ended December 31, 1995, 1990, 1989, 1988, 1987 and
1985, the Fund would have had lower returns.
</FN>
</TABLE>
For the 30-day period ended December 31, 1995, the yield of each Fund was
as follows:
30-Day Period Ended
December 31, 1995*
-------------------
Wright Selected Blue Chip Equities Fund 1.25%
Wright Junior Blue Chip Equities Fund 0.88%
Wright Quality Core Equities Fund 0.98%
* according to the following formula:
Yield = 2 [ ( a-b + 1)6 - 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.
"b" has been estimated by dividing the actual expense amounts for the year
by 360 or the number of days the Fund was in existence.
<PAGE>
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>
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited
financial information for the Fund contained in the Funds'
shareholder report for the fiscal year ended December 31, 1995
as previously filed electronically with the Securities and
Exchange Commission (Accession Number 0000703499-96-000005).
<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.
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.
<PAGE>
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 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
<PAGE>
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>
PART C
------------------
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Included in Part A:
-------------------
Financial Highlights for Wright Selected Blue Chip Equities Fund,
Wright Junior Blue Chip Equities Fund and Wright Quality Core
Equities Fund for each of the ten years ended December 31, 1995.
Financial Highlights for Wright International Blue Chip Equities Fund
for each of the six years ended December 31, 1995 and for the
period from commencement of operations September 14, 1989 to
December 31, 1989.
Included in Part B:
-------------------
INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUNDS, EACH
DATED DECEMBER 31, 1995, FILED ELECTRONICALLY PURSUANT TO SECTION
30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940 (ACCESSION NOS.
0000703499-96-000005 AND 0000703499-96-000004).
For Wright Selected Blue Chip Equities Fund, Wright Junior Blue Chip
Equities Fund, Wright Quality Core Equities Fund, and Wright
International Blue Chip Equities Fund.
Portfolio of Investments, December 31, 1995
Statement of Assets and Liabilities, December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Changes in Net Assets for each of the two years ended
December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
(B) EXHIBITS:
(1) (a) Declaration of Trust dated June 17, 1982 as Amended and
Restated November 1, 1984 filed herewith as Exhibit No.(1)(a).
(b Amendment to Declaration of Trust dated December 21, 1987
filed herewith as Exhibit (1)(b).
(c) Amendment and Restatement of Establishment and Designation of
Series of Shares of Beneficial Interest without Par Value
dated March 18, 1992, filed herewith as Exhibit (1)(c) .
(2) By-Laws as amended August 2,1984 filed herewith as Exhibit No. 2).
(3) Not Applicable
(4) Not Applicable
(5) (a) Investment Advisory Contract dated December 21, 1987 with The
Winthrop Corporation d/b/a/ Wright Investors' Service
filed herewith as Exhibit No. (5)(a) .
(b) Administration Agreement with Eaton Vance Management dated
November 1, 1990 filed herewith as Exhibit (5)(b) .
(6) Distribution Contract between the Fund and MFBT Corporation dated
November 1, 1984 filed herewith as Exhibit No. (6).
<PAGE>
(7) Not Applicable
(8) (a) Custodian Agreement with Investors Bank & Trust Company dated
December 19, 1990 filed herewith as Exhibit (8)(a).
(b) Amendment dated September 20, 1995 to Master Custodian
Agreement filed herewith as Exhibit (8)(b).
(9) Service Agreement dated February 1, 1996 between Wright
Investors' Service, Inc. and The Winthrop Corporation filed
herewith as Exhibit (9).
(10) Opinion of Counsel dated April 25, 1996 filed herewith as
Exhibit (10).
(11) Consent of the Independent Certified Public Accountants filed
herewith as Exhibit (11).
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) (a) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, dated November 1, 1984
filed herewith as Exhibit No. (15)(a).
(b) Agreement Relating to Implementation of the Distribution Plan
dated November 1, 1984 filed herewith as Exhibit No. (15)(b).
(16) Schedule for Computation of Performance Quotations filed herewith
as Exhibit (16).
(17) Power of Attorney dated January 20, 1993 filed herewith as
Exhibit (17).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
Title of Class Number of Record Holders as of March 31, 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Shares of Beneficial Interest Wright Selected Blue Chip Equities Fund (WBC)............... 920
Wright Junior Blue Chip Equities Fund (WJBC)................ 553
Wright Quality Core Equities Fund (WQC)..................... 156
Wright International Blue Chip Equities Fund (WIBC)......... 1,240
</TABLE>
ITEM 27. INDEMNIFICATION
The Registrant's By-Laws filed as Exhibit (2) herewith contain provisions
limiting the liability, and providing for indemnification, of the Trustees and
officers under certain circumstances.
Registrant's Trustees and officers are insured under a standard investment
company errors and omissions insurance policy covering loss incurred by reason
of negligent errors and omissions committed in their capacities as such.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the information set forth under the captions "Officers and
Trustees" and "Investment Advisory and Administrative Services" in the Statement
of Additional Information, which information is incorporated herein by
reference.
ITEM 29. PRINCIPAL UNDERWRITER
(a) Wright Investors' Service Distributors, Inc. (a wholly-owned
subsidiary of The Winthrop Corporation) acts as principal
underwriter for each of the investment companies named below.
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
The Wright Managed Equity Trust
The Wright Managed Income Trust
<TABLE>
(b)
(1) (2) (3)
Name and Principal Positions and Officers Positions and Offices
Business Address with Principal Underwriter with Registrant
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A. M. Moody III* President Vice President and Trustee
Peter M. Donovan* Vice President and Treasurer President and Trustee
Vincent M. Simko* Vice President and Secretary None
* Address is 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
</TABLE>
(c) Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the possession and custody of the registrant's
custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02110,
and its transfer agent, First Data Investor Services Group, One Exchange Place,
Boston, MA 02104, with the exception of certain corporate documents and
portfolio trading documents which are either in the possession and custody of
the Registrant's administrator, Eaton Vance Management, 24 Federal Street,
Boston, MA 02110 or of the investment adviser, Wright Investors' Service, Inc.,
1000 Lafayette Boulevard, Bridgeport, CT 06604. Registrant is informed that all
applicable accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of Registrant's
administrator, Eaton Vance Management, or of the investment adviser, Wright
Investors' Service, Inc.
ITEM 31. MANAGEMENT SERVICES
Not Applicable
ITEM 32. UNDERTAKINGS
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the latest annual report to shareholders, upon request and
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts on the 25th day of April, 1996.
THE WRIGHT MANAGED EQUITY TRUST
By: Peter M. Donovan*
-------------------------------
Peter M. Donovan, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter M. Donovan* President, Principal April 25, 1996
- ----------------------
Peter M. Donovan Executive Officer & Trustee
James L. O'Connor* Treasurer, Principal April 25, 1996
- ---------------------
James L. O'Connor Financial and Accounting Officer
/s/ H. Day Brigham, Jr. Trustee April 25, 1996
- -----------------------
H. Day Brigham, Jr.
Winthrop S. Emmet* Trustee April 25, 1996
- ----------------------
Winthrop S. Emmet
Leland Miles* Trustee April 25, 1996
- -----------------
Leland Miles
A. M. Moody III* Trustee April 25, 1996
- -----------------
A. M. Moody III
Lloyd F. Pierce* Trustee April 25, 1996
- -----------------
Lloyd F. Pierce
George R. Prefer* Trustee April 25, 1996
- -----------------
George R. Prefer
Raymond Van Houtte* Trustee April 25, 1996
- ---------------------
Raymond Van Houtte
* By /s/ H. Day Brigham, Jr.
- ----------------------------
H. Day Brigham, Jr.
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement
pursuant to General Instructions E of Form N-1A.
Page in
Sequential
Numbering
Exhibit No. Description System
- ----------- ------------
(1)(a) Declaration of Trust dated June 17, 1982 as Amended and Restated
November 1, 1984.
(1)(b) Amendment to Declaration of Trust dated December 21, 1987.
(1)(c) Amendment and Restatement of Establishment and
Designation of Series of Shares of Beneficial
Interest without Par Value dated March 18, 1992.
(2) By-Laws as amended August 2, 1984.
(5)(a) Investment Advisory Contract dated December 21, 1987 with
The Winthrop Corporation d/b/a Wight Investors' Service.
(5)(b) Administration Agreement with Eaton Vance Management dated
November 1, 1990.
(6) Distribution Contract with MFBT Corporation dated November 1,1984.
(8)(a) Custodian Agreement with Investors Bank & Trust Company dated
December 19, 1990.
(8)(b) Amendment dated September 20, 1995 to Master Custodian Agreement.
(9) Service Agreement dated February 1,1996 between Wright Investors'
Service, Inc. and The Winthrop Corporation.
(10) Opinion of Counsel dated April 25, 1996.
(11) Consent of Independent Certified Public Accountants.
(15)(a) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, dated November 1,1984.
(15)(b) Agreement Relating to Implementation of the Distribution Plan
dated November 1, 1984.
(16) Schedule for Computation of Performance Quotations.
(17) Power of Attorney dated January 20, 1993.
Exhibit (1)(a)
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS
(EQBT FUND)
DECLARATION OF TRUST
Dated June 17, 1982
(As Amended and Restated November 1, 1984)
<PAGE>
TABLE OF CONTENTS
Article I Name
Article II Purpose of Trust
Article III Management of the Trust
Article IV Ownership of Assets of the Trust
Article V Powers of the Trustees
Article VI Beneficial Interest
Article VII Custody of Assets
Article VIII Contracts
Article IX Compensation and Reimbursement of Trustees
Article X Sale of Shares
Article XI Redemptions
Article XII Net Asset Value Per Share
Article XIII Dividends and Distributions;
Reduction of Outstanding Shares
Article XIV Miscellaneous
<PAGE>
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS
(EQBT FUND)
DECLARATION OF TRUST
Dated June 17, 1982
(As Amended and Restated November 1, 1984)
AMENDED AND RESTATED DECLARATION OF TRUST, made October , 1984 by
Robert Avery, H. Day Brigham, Jr., Peter M. Donovan, Winthrop S. Emmet, Lloyd
Pierce, George R. Prefer, Benjamin A. Rowland, Jr., Raymond Van Houtte and
John Winthrop Wright , hereinafter referred to collectively as the "Trustees"
and individually as a "Trustee", which terms shall include any successor
Trustees or Trustee.
WHEREAS, on June 17, 1982, the then Trustees established a trust fund
under a Declaration of Trust for the investment and reinvestment of funds
contributed thereto:
WHEREAS, the Trustees desire to amend and restate such Declaration of
Trust.
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Amended and Restated Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAME
This Trust shall be known as The Equity Fund for Bank Trust Departments
(EQBT Fund).
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors with a continuous
source of managed investment primarily in securities.
ARTICLE III
MANAGEMENT OF THE TRUST
The business and affairs of the Trust shall be managed by the Trustees
and they shall have all powers necessary and appropriate to perform that
function. The number, term of office, manner of election, resignation, filling
of vacancies and procedures with respect to meetings of Trustees shall be as
prescribed in the By-Laws of the Trust.
<PAGE>
ARTICLE IV
OWNERSHIP OF ASSETS OF THE TRUST
The legal title to all cash, securities and property held by the Trust
shall at all times be vested in the Trustees. Shareholders (hereinafter referred
to as "Shareholders", or individually as a "Shareholder") of the Trust shall not
have title to any such assets held by the Trust, but each Shareholder shall be
deemed to own a proportionate undivided beneficial interest in the Trust equal
to the number of shares of a series, if more than one series of shares is
established by the Trustees as provided in Section 1A of Article VI, to which
such Shareholder is the record owner divided by the total number of shares of
such series outstanding.
ARTICLE V
POWERS OF THE TRUSTEES
The Trustees in all instances shall act as principals. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the management of the Trust. The Trustees
shall not be bound or limited by present or future laws or customs in regard to
trust investments, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
accomplish the purpose of this Trust. Subject to any applicable limitation in
this Declaration of Trust or the By-Laws of the Trust, the Trustees shall have
power and authority:
(a) To buy, and invest funds of the Trust in, own, hold for
investment or otherwise, and to sell or otherwise dispose of,
securities including, but not limited to, common stock,
preferred stock, bonds, debentures, warrants and rights to
purchase securities, certificates of beneficial interest,
notes or other evidences of indebtedness, or other negotiable
securities, however named or described, issued by
corporations, trusts or associations, domestic or foreign, or
issued and guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any
foreign country, by any State of the United States, or by any
political sub-division or agency of any State or foreign
country, in deposits in any bank or trust company in good
standing organized under the laws of the United States or any
State thereof, or in "when-issued" contracts for any such
securities, or retain such proceeds in cash, and from time to
time change the investments of funds of the Trust.
(b) To adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust,
which By-Laws shall bind the Shareholders, and to amend and
repeal such By-Laws to the extent that such authority is not
otherwise reserved to the Shareholders.
(c) To elect and remove such officers of the Trust and to
appoint and terminate such agents of the Trust as they
consider appropriate.
(d) To employ a bank or trust company as custodian of any
assets of the Trust subject to any conditions set forth in
this Declaration of Trust or in the By-Laws.
<PAGE>
(e) To retain a transfer agent and shareholder servicing
agent, or both, which may be the same entity, for the Trust.
(f) From time to time to sell Shares of the Trust either for
cash or property whenever and in such amounts as the Trustees
may deem desirable but subject to the limitations as set forth
herein and to provide for the distribution of shares of the
Trust either through a principal underwriter in the manner
hereinafter provided for or by the Trust itself, or both.
(g) To set record dates in the manner hereinafter provided
for.
(h) To delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or
underwriter.
(i) To sell or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property held by the Trust, and to execute and deliver powers
of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and
discretion with relation to stock or other securities or
property as the Trustees shall deem proper.
(k) To exercise all of the rights of the Trust as owner of any
securities which might be exercised by any individual owning
such securities in his own right, including without limitation
the right to vote by proxy for any and all purposes (including
the right to authorize any officer or agent of the Trust to
execute proxies), to consent to the reorganization, merger or
consolidation of any company, or to consent to the sale or
lease of all or substantially all of the property and assets
of any company to any other company; to exchange any of the
securities of any company for the securities, including shares
of stock, issued therefor upon any such reorganization,
merger, consolidation, sale or lease; to exercise any
conversion or subscription privileges, rights, options and
warrants incident to the ownership of any security owned by it
or acquired therewith; to hold any securities acquired in the
name of the custodian of the assets of the Trust, or in the
name of its nominee or a nominee of the Trust, or in any
manner permitted herein or in the By-Laws; to lend portfolio
securities to others; and to execute any and all instruments
and do any and all things incidental to the Trust not
inconsistent with the provisions hereof, the execution or
performance of which the Trustees may deem expedient.
(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable
form; or either in its own name or in the name of a custodian
or a nominee or nominees of the Trust or of a custodian,
subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or investment
companies.
(m) To compromise, arbitrate, or otherwise adjust claims of
the Trust in favor or against the Trust or any matter in
controversy including, but not limited to, claims for taxes.
<PAGE>
(n) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for, the
amount of such distributions and their payment to be solely at
the discretion of the Trustees, subject to the limitations
otherwise contained in this Declaration of Trust.
(o) To pay any and all taxes or liens of whatever nature or
kind imposed upon or against the Trust or any part thereof, or
imposed upon any of the Trustees herein, individually or
jointly, by reason of the Trust, or of the business conducted
by said Trustees under the terms of this Declaration of Trust,
out of the funds of the Trust available for such purpose.
(p) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, demands, and things
relating to the Trust, and out of the assets of the Trust to
pay, or to satisfy, any debts, claims or expenses incurred in
connection therewith, including those of litigation, upon any
evidence that the Trustees may deem sufficient. The powers
aforesaid are to include any actions, suits, proceedings,
disputes, claims, demands and things relating to the Trust
wherein any of the Trustees may be named individually, but the
subject matter of which arises by reason of business for and
on behalf of the Trust.
(q) To buy or join with any person or persons in buying the
property of any corporation, association, or other
organization any of the securities of which are included in
the Trust, or any property in which the Trustees, as such,
shall have or may hereafter acquire an interest, and to allow
the title to any property so bought to be taken in the name or
names of, and to be held by, such person, or persons as the
Trustees shall name or approve.
(r) From time to time in their discretion to enter into,
modify and terminate agreements with Federal or state
regulatory authorities, which agreements may restrict but not
amplify their powers under this Declaration of Trust. Such
agreements shall be signed by all the Trustees for the time
being and shall, during their effectiveness, be binding upon
the Trustees as fully as though incorporated in this
Declaration of Trust.
(s) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security the
Trust property; to endorse, guarantee, or undertake the
performance of any obligation or engagement of any other
person and to lend Trust property.
The foregoing enumeration of specific powers shall not be held to limit
or restrict in any manner the general powers of the Trustees.
<PAGE>
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order. The Trustees may authorize one of their number to sign, execute,
acknowledge, and deliver any note, deed, certificate or other instrument in the
name of, and in behalf of, the Trust, and upon such authorization such
signature, acknowledgment or delivery shall have full force and effect as the
act of all of the Trustees.
ARTICLE VI
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest The beneficial interest in the
Trust shall at all times be divided into an unlimited number of transferable
shares (hereinafter referred to as the "Shares" and individually as a "Share"),
without par value. The Trustees may, in their discretion and as provided by
Section 1A of this Article VI, authorize the division of Shares into two or more
series, and the Trustees may vary the relative rights and preferences between
different series. Each Share of a series represents an equal proportionate
interest in the Trust with each other Share outstanding. The Trustees may from
time to time divide or combine the Shares into a greater or lesser number
without thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may issue certificates of beneficial interest to
evidence ownership of such Shares.
Section 1A. Series Designation The Trustees, in their discretion, may
authorize the division of Shares into two or more series, and the different
series shall be established and designated, and the variations in the relative
rights and preferences as between the different series shall be fixed and
determined by the Trustees; provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different series as
to investment objective, investment policies, purchase price, right of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be shares of any or all series as the context may require.
If the Trustee shall divide the Shares of the Trust into two or more
series, the following provisions shall be applicable:
(a) The number of authorized Shares and the number of Shares
of each series that may be issued shall be unlimited. The
Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any series into one
or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the
same or some other series), reissue for such consideration and
on such terms as they may determine, or cancel any Shares of
any series reacquired by the Trust at their discretion from
time to time.
(b) All consideration received by the Trust for the issue or
sale of Shares of a particular series, together with all
assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or
<PAGE>
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to
that series for all purposes, subject only to the rights of
creditors and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books
of account of the Trust. In the event that there are any
assets, income, earnings, profits, and proceeds thereof, funds
or payments which are not readily identifiable as belonging to
any particular series, the Trustees shall allocate them among
any one or more of the series established and designated from
time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding
upon the shareholders of all series for all purposes.
(c) The assets belonging to each particular series shall be
charged with the liabilities of the Trust in respect of that
series and all expenses, costs, charges and reserves
attributable to that series, and any general liabilities,
expenses, costs, charges or reserves of the Trust which are
not readily identifiable as belonging to any particular series
shall be allocated and charged by the Trustees to and among
any one or more of the series established and designated from
time to time in such manner and on such basis as the Trustees
in their sole discretion deem fair and equitable. Each
allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon
the holders of all series for all purposes. The Trustees shall
have full discretion, to the extent not inconsistent with the
Investment Company Act of 1940, to determine which items are
capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders. The
establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such
series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular
series previously established and designated, the Trustees may
by an instrument executed by a majority of their number
abolish that series and the establishment and designation
thereof. Each instrument referred to in this paragraph shall
constitute an amendment to this Declaration in accordance with
Section 7 of Article XIV hereof, and a copy of each such
instrument shall be filed in accordance with Section 5 of
Article XIV hereof.
Section 2. Ownership of Shares The ownership of Shares shall be
recorded in the books of the Trust or of a transfer agent. The Trustees may make
such rules and adopt such procedures as they consider appropriate for the
transfer of shares and similar matters. The record books of the Trust or of any
transfer agent, as the case may be, shall be conclusive evidence as to who are
the holders of Shares and as to the number of Shares held from time to time by
each such holder.
Section 3. Investment in the Trust The Trustees shall accept
investments in the Trust from such persons and on such terms as they may from
time to time authorize. After the date of the initial contribution of capital,
the number of Shares representing the initial contribution may, in the Trustees'
discretion, be considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to the Shareholder's
account in the form of full and fractional shares of the Trust at the net asset
value per share as determined in accordance with Article XII hereof; provided,
however, that the Trustees may, in their sole discretion, impose a sales charge
upon investments in the Trust.
<PAGE>
Section 4. Preemptive Rights Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust, except as the Trustees may determine with respect to any series of
Shares.
ARTICLE VII
CUSTODY OF ASSETS
The Trustees shall at all times employ a bank or trust company having
an aggregate capital, surplus and undivided profits (as shown in its last
published report) of at least two million dollars ($2,000,000) as custodian (the
"Custodian") with authority as its agent, but subject to such restrictions,
limitations and other requirements, if any, as may be contained in the By-Laws:
(a) To hold the securities owned by the Trust and deliver
the same upon written order;
(b) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or, as the
Trustees may direct, in any bank or trust company in good
standing organized under and by the laws of the United States,
or of any state thereof, approved by the Custodian, provided
that all such deposits shall be subject only to the draft or
order of the Custodian; and
(c) To disburse such funds upon orders or vouchers.
The Trustees may also employ such Custodian as its agent:
(a) To keep the books and accounts of the Trust and furnish
clerical and accounting services; and
(b) To compute the net asset value per share in accordance
with the provision of Article XII hereof.
All of the foregoing services shall be performed upon such basis of
compensation as may be agreed upon between the Trustees and the Custodian. If so
directed by vote of the holders of a majority of the outstanding Shares, the
Custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the Custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
Custodian and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least two million dollars ($2,000,000).
Subject to such rules, regulations and orders as the Securities and
Exchange Commission (the "Commission") may adopt, the Trustees may direct the
Custodian to deposit all or any part of the securities in a depository and
clearing system established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of
<PAGE>
1934, as from time to time amended, or such other person as may be permitted by
the Commission, or otherwise in accordance with the Investment Company Act of
1940, as from time to time amended (the "1940 Act"), pursuant to which system
all securities of any particular class or series of any issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.
ARTICLE VIII
CONTRACTS
Section 1. Manager The Trustees may in their discretion from time to
time enter into a management contract whereby the other party to such contract
shall undertake to furnish to the Trustees such management, investment advisory,
statistical and research facilities and services and such other facilities and
services, if any, and all upon such terms and conditions as the Trustees may in
their discretion determine. Notwithstanding any provisions of this Declaration
of Trust, the Trustees may authorize the Manager (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales or exchanges of portfolio securities of the Trust on behalf of
the Trustees or may authorize any officer or Trustee to effect such purchases,
sales or exchanges pursuant to recommendations of the Manager (and all without
further action by the Trustees). Any such purchases, sales or exchanges shall be
deemed to have been authorized by all of the Trustees.
The Trustees may also employ, or authorize the Manager to employ, one
or more investment advisers or sub-advisers from time to time to perform such of
the acts and services of the Manager and upon such terms and conditions as may
be agreed upon between the Manager and such investment adviser or sub-adviser
and approved by the Trustees.
Section 2. Principal Underwriter The Trustees may in their discretion
from time to time enter into a contract, providing for the sale of the Shares of
the Trust, whereby the Trust may either agree to sell the Shares to the other
party to the contract or appoint such other party its sales agent for such
shares (such other party being herein sometimes called the "underwriter"). In
either case, the contract shall be on such terms and conditions as may be
prescribed in the By-Laws, if any, and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Article VIII, or of the By-Laws; and such contract may also provide for
the repurchase or sale of shares of the Trust by such other party as principal
or as agent of the Trust.
Section 2A. Plan of Distribution The Trustees may in their discretion
enter into a plan of distribution whereby the Trust may finance directly or
indirectly any activity which is primarily intended to result in sales of
Shares. Such plan of distribution may contain such terms and conditions as the
Trustees may in their discretion determine subject to the requirements of
Section 12 of the 1940 Act, Rule 12b-1 thereunder, and any other applicable
rules and regulations.
Section 3. Transfer Agent The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract
whereby the other party shall undertake to furnish the Trustees transfer agency
and shareholder services. The contract shall be on such terms and conditions as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. The Trustees may
employ such party as its agent to (a)
<PAGE>
keep the books and accounts of the Trust and furnish clerical and accounting
service and (b) compute the net asset value per share in accordance with the
provisions of Article XII hereof. Such services may be covered by one or more
contracts and be provided by one or more entities.
Section 4. Parties to Contract Any contract of the character described
in Sections 1, 2 and 3 of this Article VIII or in Article VII hereof may be
entered into with any corporation, firm, trust or association, although one or
more of the Trustees or officers of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, and no such
contract shall be invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust under
or by reason of said contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was
reasonable and fair and not inconsistent with the provisions of this Article
VIII, Article VII or the By-Laws. The same person (including a firm,
corporation, trust, or association) may be the other party to contracts entered
into pursuant to Sections 1, 2 and 3 above or Article VII, and any individual
may be financially interested or otherwise affiliated with persons who are
parties to any or all of the contracts mentioned in this Section 4.
Section 5. Provisions and Amendments Any contract entered into pursuant
to Sections 1 and 2 of this Article VIII shall be consistent with and subject to
the requirements of Section 15 of the 1940 Act and any applicable rules or
orders of the Securities and Exchange Commission with respect to its continuance
in effect, its termination, and the method of authorization and approval,
renewal or amendment thereof.
ARTICLE IX
COMPENSATION AND REIMBURSEMENT OF TRUSTEES
The Trustees shall be entitled to reasonable compensation from the
Trust and shall be reimbursed from the Trust estate for their expenses and
disbursements incurred by them in connection with the administration and
management of the Trust, including, without limitation, interest expense, taxes,
fees and commissions of every kind, expenses of issue, repurchase and redemption
of shares including expenses attributable to a program of periodic repurchases
or redemptions, expenses of registering and qualifying the Trust and its Shares
under Federal and state laws and regulations, charges of custodians, transfer
agents, and registrars, expenses of preparing and setting up in type
prospectuses, expenses of printing and distributing prospectuses sent annually
to existing shareholders, auditing and legal expense, reports to Shareholders,
expenses of meetings of Shareholders and proxy solicitations therefore,
insurance expense, association membership dues, expenses primarily intended to
result in sales of shares of the Trust, and such non-recurring items as may
arise, including litigation to which the Trust is a party and for all losses and
liabilities, as well as such other expenses as the Trustees may determine are
properly chargeable to the Trust. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.
<PAGE>
ARTICLE X
SALE OF SHARES
The Trustees shall have the power from time to time to issue and sell
or cause to be issued and sold an unlimited number of Shares of any series of
the Trust for cash or for property, which shall in every case be paid to the
Custodian as agent of the Trust before the delivery of any certificate for such
Shares. The Shares of any series of the Trust, including any shares which may
have been repurchased by the Trust (herein sometimes referred to as "treasury
shares"), may be sold at a price as specified in the current prospectus of the
Trust.
When an underwriting contract is in effect pursuant to Article VIII,
Section 2, the time of sale shall be the time when an unconditional order is
placed with the underwriter. Such contract may provide for the sale of Shares
either at a price based on the net asset value determined next after the order
is placed with said underwriter or at a price based on a net asset value to be
determined at some later time, or at such other price as is assented to by the
affirmative vote of the holders of a majority of the outstanding Shares of the
Trust. No Shares need be offered to existing Shareholders before being offered
to others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is suspended by declaration of the
Trustees pursuant to the provisions of Article XII hereof. In connection with
the acquisition by merger or otherwise of all or substantially all the assets of
a trust or another investment company, including companies classified as
personal holding companies under Federal income tax laws, the Trustees may issue
or cause to be issued Shares of the Trust and accept in payment therefor such
assets at such value as may be determined by or under the direction of the
Trustees, provided that such assets are of the character in which the Trustees
are permitted to invest the funds of the Trust.
ARTICLE XI
REDEMPTIONS
Section 1. Redemption In case any Shareholder of record of the Trust
desires to dispose of his Shares, he may deposit at the office of the transfer
agent or other authorized agent of the Trust a written request or such other
form of request as the Trustees may from time to time authorize, requesting that
the Trust purchase the Shares in accordance with this Section l; and the
Shareholder so requesting shall be entitled to require the Trust to purchase,
and the Trust or the underwriter of the Trust shall purchase his said Shares,
but only at the net asset value per share (as determined under Article XII
hereof). Payment for such Shares shall be made by the Trust or the underwriter
of the Trust to the Shareholder of record within seven (7) days after the date
upon which the request is received. The Trustees may charge a redemption fee in
such amount as may be fixed from time to time by the Trustees but which shall
not exceed one-half of one percent (1/2%) of the net asset value per share.
Section 2. Manner of Payment Payment for such Shares may at the option
of the Trustees or such officer or officers as they may duly authorize for the
purpose, in their complete discretion, be made in cash, or in kind, or partially
in cash and partially in kind. In case of payment in kind the Trustees, or their
delegate, shall have absolute discretion as to what security or securities shall
be distributed in kind and the amount of the same, and the securities shall be
valued for purposes of
<PAGE>
distribution at the figure at which they were appraised in computing the asset
value of the Shares, provided that any Shareholder who cannot legally acquire
securities so distributed in kind by reason of the prohibitions of the 1940 Act
shall receive cash.
Section 3. Suspension of the Right of Redemption If, pursuant to
Article XII hereof, the Trustees declare a suspension of the determination of
net asset value, the rights of shareholders (including those who shall have
applied for redemption pursuant to Section 1 of this Article XI but who shall
not yet have received payment) to have shares redeemed and paid for by the Trust
shall be suspended until the termination of such suspension is declared. In the
case of a suspension of the right of redemption, a Shareholder may either
withdraw his request for redemption or receive payment based on the net asset
value existing after the termination of the suspension.
Section 4. Involuntary Redemptions The Trustees may require a
shareholder to redeem his Shares if the value of the Shares in his account is
below $1,000. The manner of effecting such involuntary redemptions shall be
determined from time to time by the Trustees.
If the Trustees shall, at any time and in good faith, be of the opinion
that direct or indirect ownership of Shares or other securities of the Trust has
or may become concentrated in any person to an extent which would disqualify the
Trust as a regulated investment company under the Internal Revenue Code, then
the Trustees shall have the power by lot or other means deemed equitable by them
(i) to call for redemption by any such person a number, or principal amount, of
Shares or other securities of the Trust sufficient to maintain or bring the
direct or indirect ownership of Shares or other securities of the Trust into
conformity with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust to any person whose
acquisition of the Shares or other securities of the Trust in question would
result in such disqualification. The redemption shall be effected at the
redemption price and in the manner provided in Sections 1 and 2 of this Article
XI.
The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other taxing authority.
ARTICLE XII
NET ASSET VALUE PER SHARE
The net asset value of each Share of the Trust outstanding shall be
determined by the Trustees not less frequently than once on each day on which
the Trust is open for business, as of the close of trading on the New York Stock
Exchange or at such other time as the Trustees by resolution may determine. The
power and duty to determine net asset value may be delegated by the Trustees
from time to time to one or more of the Trustees and officers of the Trust, to
the other party to any contract entered into pursuant to Article VIII hereof, or
to the Custodian or a transfer agent. For the purpose of this Declaration of
Trust, any reference to the time at which a determination of net asset value is
made shall mean the time as of which the determination is made.
The Trustees may declare a suspension of the determination of net asset
value to the extent permitted by the 1940 Act.
<PAGE>
The value of the assets of the Trust shall be determined in a manner
approved by the Trustees. From the total value of said assets, there shall be
deducted all indebtedness, interest and taxes, payable or accrued, expenses and
management charges accrued to the appraisal date, net income determined and
declared as a distribution and all other items in the nature of liabilities
which shall be deemed appropriate. The resulting amount which shall represent
the total net assets of the Trust shall be divided by the number of Shares
outstanding at the time as of which the calculation is made and the quotient so
obtained shall be deemed to be the net asset value of the Shares.
ARTICLE XIII
DIVIDENDS AND DISTRIBUTIONS; REDUCTION OF OUTSTANDING SHARES
(a) The total of distributions to Shareholders paid in respect of any
one fiscal year, subject to the exceptions noted below and other than dividends
resulting from stock splits or stock dividends, shall be approximately equal to
(1) the net income, exclusive of profits or losses realized upon the sale of
securities or other property, for such fiscal year, determined in accordance
with generally accepted accounting principles applicable to open-end investment
companies (which, if the Trustees so determine, may be adjusted for net amounts
included as such accrued net income in the price of Shares of the Trust issued
or repurchased). Such total of distributions may also include in the discretion
of the Trustees an additional amount (2) which shall not substantially exceed
the excess of profits over losses on sales of securities or other property for
such fiscal year. Notwithstanding the above, the Trustees may, upon the
establishment of any series of Shares, provide for variations in the rights to
distributions between different series. The decision of the Trustees as to what
is income and what is principal shall be final, and the decision of the Trustees
as to what expenses and charges of the Trust shall be charged against principal
and what against income shall be final, all subject to any applicable provisions
of the 1940 Act and rules and regulations and orders of the Commission
promulgated thereunder. For the purpose of the limitation imposed by this
paragraph (a), Shares issued pursuant to paragraph (b) of this Article XIII
shall be valued at the applicable net asset value per share.
Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give to the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
(b) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, but subject to the limitation as to cash
distributions imposed by paragraph (a) of this Article XIII, at any time or from
time to time to declare and cause to be paid dividends or distributions which,
at the election of the Trustees, may be accrued, automatically reinvested in
additional Shares (or fractions thereof) of the Trust or paid in cash.
(c) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute pro rata among the Shareholders
a "stock dividend" out of either unissued or treasury shares, or both, except
that the Trustees may, in conjunction with the establishment of any series of
Shares, vary the right to receive a "stock dividend" between different series.
<PAGE>
(d) The Trustees shall, in the event that one series has a net capital
loss for a fiscal year and to the extent that such loss offsets a net capital
gain from another series, have the power to reduce the amount available for
distribution to the series having the net realized capital gain by the amount
offset. The series whose gain was offset by a loss shall retain the amount of
such gain in its net asset value.
ARTICLE XIV
MISCELLANEOUS
Section 1. Trust Not a Partnership It is hereby expressly declared that
a trust and not a partnership is created hereby. No Trustee hereunder shall have
any power to bind personally either the Trust's officers or any Shareholders.
Section 2. Limitation of Personal Liability The Trustees shall not have
the power to bind the Shareholders or to call upon them or any of them for the
payment of any sum of money or any assessment whatever other than such sums as
the Shareholders at any time personally agree to pay by way of subscription for
shares or otherwise. All persons or corporations dealing or contracting with the
Trustees as such shall have recourse only to the Trust for the payment of their
claims or for the payment or satisfaction of claims or obligations arising out
of such dealings or contracts, so that neither the Trustees nor the
Shareholders, nor the agents or attorneys of the Trust, past, present or future,
shall be personally liable therefor. In all contracts or instruments creating
liability it may be expressly stipulated, either by such reference to this
instrument as shall accomplish such purpose or otherwise, that the liability of
the Trustees and Shareholders under such contracts or instruments shall be
limited to the assets which may from time to time constitute the Trust.
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety The exercise by the Trustees of their powers and discretions hereunder in
good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of Section
1, of this Article XIV and to applicable provisions of the By-Laws, the Trustees
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and subject to the provisions of
Section 1 of this Article XIV and to applicable provisions of the By-Laws, shall
be under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. Unless otherwise required by the By-Laws, the
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
Section 4. Termination of Trust
(a) This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (b), (c) and (d) of
this Section 4.
(b) The Trust may merge or consolidate with any other
corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of the Trust
Property, including its good will, upon such terms and
conditions and for such consideration when and as authorized
by a majority of the Trustees and at any meeting of
Shareholders called for the purpose by the affirmative vote of
the holders of two-thirds of the Shares outstanding and
entitled to vote, or by an instrument or
<PAGE>
instruments in writing without a meeting, consented to by the
holders of two-thirds of the Shares; provided, however, that,
if such merger, consolidation, sale, lease or exchange is
recommended by the Trustees, the vote or written consent of
the holders of a majority of the shares outstanding and
entitled to vote shall be sufficient authorization; and any
such merger, consolidation, sale, lease or exchange shall be
deemed for all purposes to have accomplished under and
pursuant to the statutes of the Commonwealth of Massachusetts.
(c) Subject to the approval of a majority of the Trustees or
of a majority of the outstanding Shares of the Trust, the
Trustees may at any time sell and convert into money all the
assets of the Trust. Upon making provision for the payment of
all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust, the Trustees shall
distribute the remaining assets of the Trust ratably among the
holders of the outstanding Shares, except as may be otherwise
provided by the Trustees with respect to any series of Shares.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in subsections
(b) and (c), the Trust shall terminate and the Trustees shall
be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties
shall be canceled and discharged.
Section 5. Filing of Copies, References, Headings and Counterparts The
original or a copy of this instrument, or any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this instrument,
of any amendment hereto, and of each supplemental declaration of trust shall be
filed by the Trustees with the Massachusetts Secretary of State and with any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such amendments or supplemental declarations of
trust have been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may rely on a
copy certified by a Trustee or an officer of the Trust to be a copy of this
instrument or of any such amendment hereto or supplemental declaration of trust.
In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"hereof" and "hereunder", shall be deemed to refer to this instrument as amended
or affected by any such supplemental declaration of trust. Headings are placed
herein for convenience of reference only and in case of any conflict, the text
of this instrument, rather than the headings, shall control. This instrument may
be executed in any number of counterparts each of which shall be deemed an
original, but such counterparts shall constitute one instrument.
Section 6. Applicable Law The Trust set forth in this instrument is
made in the Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
<PAGE>
Section 7. Amendments The execution of an instrument setting forth the
establishment and designation and the relative rights of any series of Shares in
accordance with Section 1A of Article VI hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 7, if authorized by
vote of a majority of the Trustees and a majority of the outstanding Shares of
the Trust affected by the amendment (which Shares shall, unless otherwise
provided by a vote of a majority of the Trustees, vote together on such
amendment as a single class), or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case, the Trustees
may amend or otherwise supplement this Declaration. The Trustees may also amend
this Declaration without the vote or consent of Shareholders if they deem it
necessary to conform this Declaration to the requirements of applicable Federal
laws or regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be liable
for failing to do so. Copies of any amendment or of the supplemental Declaration
of Trust shall be filed as specified in Section 5 of this Article XIV.
Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
1st day of November 1984.
/s/ Robert Avery /s/ H. Day Brigham Jr.
- ----------------- ----------------------
Robert Avery H. Day Brigham, Jr.
/s/ Peter M. Donovan /s/ Winthrop S. Emmet
- -------------------- -----------------------
Peter M. Donovan Winthrop S. Emmet
/s/ Lloyd Pierce /s/ George R. Prefer
- ----------------- ----------------------
Lloyd Pierce George R. Prefer
/s/ Raymond Van Houtte
- ------------------------- -----------------------
Benjamin A. Rowland, Jr. Raymond Van Houtte
--------------------------
John Winthrop Wright
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, Massachusetts
Then personally appeared the above named Robert Avery, H. Day Brigham, Jr.,
Peter M. Donovan, Winthrop S. Emmet, Lloyd Pierce, George R. Prefer, Raymond Van
Houtte who severally acknowledged the foregoing instrument to be their free act
and deed
Before me,
/s/ Richard E. Houghton
------------------------
My commission expires Sept. 2, 1988
Exhibit (1)(b)
THE WRIGHT MANAGED EQUITY TRUST
(formerly "The Equity Fund for Bank Trust
Departments (EQBT Fund)")
Amendment of Declaration of Trust
Dated December 21, 1987
The undersigned, being at least a majority of the Trustees of The
Equity Fund for Bank Trust Departments (EQBT Fund), a business trust organized
under the laws of The Commonwealth of Massachusetts pursuant to a Declaration of
Trust dated June 17, 1982, as amended and restated November 1, 1984, hereby
certify that the following amendments to the Declaration of Trust were adopted
by vote of a majority of the outstanding shares of the Trust at a meeting of
shareholders held on December 9, 1987 and hereby amend the Declaration of Trust
as follows:
1. Article I of the Declaration of Trust is amended to read as follows:
"This Trust shall be known as The Wright Managed Equity Trust."
2. The third sentence of the first paragraph of Section 7 of Article
XIV of the Declaration of Trust is amended to read as follows:
"The Trustees may also amend this Declaration without the vote or
consent of Shareholders if (a) such amendment would not have a material adverse
effect on the interests of Shareholders under this Declaration of (b) the
Trustees deem it necessary to conform this Declaration to the requirements of
applicable Federal law or regulations or the requirements of the regulated
investment company provisions of the Internal Revenue Code, but the Trustees
shall not be liable for failing so to do."
IN WITNESS WHEREOF, the undersigned Trustees have signed this Amendment
of the Declaration of Trust as of the 21st day of December, 1987.
/s/ Robert H. Avery /s/ Lloyd F. Pierce
- ------------------- --------------------
Robert H. Avery Lloyd F. Pierce
/s/ H. Day Brigham Jr. /s/ George R. Prefer
- ---------------------- ---------------------
H. Day Brigham, Jr. George R. Prefer
/s/ Peter M. Donovan /s/ Benjamin A. Rowland Jr.
- --------------------- ---------------------------
Peter M. Donovan Benjamin A. Rowland, Jr.
/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- ---------------------- ------------------------
Winthrop S. Emmet Raymond Van Houtte
/s/ John Winthrop Wright
------------------------
John Winthrop Wright
Exhibit (1)(c)
THE WRIGHT MANAGED EQUITY TRUST
Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended and restated March 18, 1992)
WHEREAS, pursuant to an Amendment and Restatement of Establishment and
Designation of Series dated April 10, 1989, the Trustees of The Wright Managed
Equity Trust, a Massachusetts business trust (the "Trust"), redesignated the
seven existing separate series or Funds; and
WHEREAS, the Trustees now desire to abolish three separate series (or
Funds), i.e., Wright U.S. National Fiduciary Fund - Major Corporations, Wright
U.S. National Fiduciary Fund - Medium Corporations and Wright U.S. National
Fiduciary Fund - Smaller Corporations, pursuant to Section 1A of Article VI of
the Trusts Declaration of Trust Dated June 17, 1982, as amended November 1, 1984
(the "Declaration of Trust");
NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust, acting pursuant
to Section 1A of Article VI of the Declaration of Trust, hereby redivide the
shares of beneficial interest of the Trust into four separate series or Funds of
the Trust, each Fund to have the following special and relative rights:
1. The Funds shall be designated as follows:
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Quality Core Equities Fund
Wright International Blue Chip Equities Fund
2. Each Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of 1933
and the Investment Company Act of 1940. Each share of beneficial interest of
each Fund ("share") shall be redeemable, shall be entitled to one vote (or
fraction thereof in respect of a fractional share) on matters on which shares of
that Fund shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Fund, all as provided in the
Declaration of Trust. The proceeds of sales of shares of a Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to that Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class to the
extent provided in Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940.
4. The assets and liabilities of the Trust shall be allocated among the
above referenced Funds as set forth in Section 1A of Article VI of the
Declaration of Trust, except as provided below.
<PAGE>
(a) Costs incurred by the Trust in connection with initial
organization and start-up, including Federal and state registration and
qualification fees and expenses of the initial offering of Trust shares, shall
be deferred and amortized over a period not to exceed five years, and such
initial costs shall be borne by the respective Funds of the Trust, commencing
with the date they are activated, on a basis that is deemed equitable by the
Trustees.
(b) Reimbursement required under any expense limitation
applicable to the Trust shall be allocated among those Funds whose expense
ratios exceed such limitation on the basis of the relative expense rations of
such Funds.
(c) The liabilities, expenses, costs, charges to reserves of
the Trust (other than the management and investment advisory fees or the
organizational expenses paid by the Trust) which are not readily identifiable as
belonging to any particular Fund shall be allocated among the Funds on an
equitable basis as determined by the Trustees.
5. A majority of the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any Fund now or hereafter created, or
to otherwise change the special and relative rights of any such Fund, and to
terminate any Fund or add additional Funds as provided in the Declaration of
Trust.
/s/ H. Day Brigham Jr. /s/ A.M. Moody III
- ---------------------- -------------------
H. Day Brigham, Jr. A.M. Moody, III
/s/ Lloyd F. Pierce
- ------------------- --------------------
Peter M. Donovan Lloyd F. Pierce
/s/ Winthrop S. Emmet /s/ George R. Prefer
- --------------------- ---------------------
Winthrop S. Emmet George R. Prefer
/s/ Leland Miles /s/ Raymond Van Houtte
- ----------------- ----------------------
Leland Miles Raymond Van Houtte
Exhibit (2)
BY-LAWS
(AS AMENDED AUGUST 2, 1984)
OF
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS
(EQBT FUND)
ARTICLE I
The Trustees
SECTION 1. Initial Trustees, Election and Term of Office. In the year 1983 or
1984, on a date fixed by the Trustees, the shareholders of the Trust shall elect
not less than three Trustees. The initial Trustees named in the Preamble of the
Declaration of Trust dated June 17, 1982, as from time to time amended (the
"Declaration of Trust"), and any additional Trustees appointed pursuant to
Section 4 of this Article I, shall serve as Trustees until the 1983 or 1984
election and until their successors are elected and qualified. The Trustees
elected at such 1983 or 1984 election shall serve as Trustees during the
lifetime of the Trust, except as otherwise provided below.
SECTION 2. Number of Trustees. The number of Trustees shall be fixed by the
Trustees, provided, however, that such number shall at no time exceed eighteen.
SECTION 3. Resignation and Removal. Any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein. Any
Trustee may be removed at any time by written instrument, signed by at least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective. Any Trustee who requests in writing to
be retired or who has become incapacitated by illness or injury may be retired
by written instruments signed by a majority of the other Trustees, specifying
the date of his retirement. A Trustee may be removed at any special meeting of
the shareholders of the Trust by a vote of two-thirds of the outstanding shares
of beneficial interest of the Trust (the "shares").
SECTION 4. Vacancies. In case of the declination, death, resignation,
retirement, removal, or inability of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office whereupon the
appointment shall take effect. Within three months of such appointment the
Trustees shall cause notice of such appointment to be mailed to each shareholder
at his address as recorded on the books of the Trustees. An appointment of a
Trustee may be made by the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted this trust,
the trust estate shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he shall be
deemed a Trustee hereunder and under the Declaration of Trust. The power of
appointment is subject to the provisions of Section 16(a) of the Investment
Company Act of 1940, as from time to time amended (the "1940 Act").
<PAGE>
Whenever a vacancy among the Trustees shall occur, until such
vacancy is filled, or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated by reason of
disease or otherwise, the other Trustees shall have all the powers hereunder and
the certificate of the other Trustees of such vacancy, absence or incapacity
shall be conclusive, provided, however, that no vacancy shall remain unfilled
for a period longer than six calendar months.
SECTION 5. Temporary Absence of Trustee. Any Trustee may, by power of attorney,
delegate his power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than two trustees
personally exercise the other powers hereunder except as herein otherwise
expressly provided.
SECTION 6. Effect of Death, Resignation, Removal, Etc. of a Trustee. The death,
declination, resignation, retirement, removal, or incapacity of the Trustees,
or any one of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of the Declaration of
Trust or these By-Laws.
ARTICLE II
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers or agents as the Trustees may
from time to time elect. It shall not be necessary for any Trustee or other
officer to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The Treasurer and Secretary shall be chosen
annually by theTrustees. The President shall be chosen annually by and from the
Trustees.
Except for the offices of President and Secretary, two or more
offices may be held by a single person. The officers shall hold office until
their successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign by
filing a written resignation with the President or with the Trustees or with the
Secretary, which shall take effect on being so filed or at such time as may
otherwise be specified therein. The Trustees may at any meeting remove an
officer.
ARTICLE III
Powers and Duties of Trustees and Officers
SECTION 1. Trustees. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable to carry
out that responsibility, so far as such powers are not inconsistent with the
laws of the Commonwealth of Massachusetts, the Declaration of Trust, or with
these By-Laws.
<PAGE>
SECTION 2. Executive and other Committees. The Trustees may elect from their own
number an executive committee to consist of not less than three nor more than
five members, which shall have the power and duty to conduct the current and
ordinary business of the Trust, including the purchase and sale of securities,
while the Trustees are not in session, and such other powers and duties as the
Trustees may from time to time delegate to such committee. The Trustees may also
elect from their own number other committees from time to time, the number
composing such committees and the powers conferred upon the same to be
determined by vote of the Trustees.
SECTION 3. Chairman of the Trustees. The Trustees may, but need not, appoint
from among their number a Chairman. When present he shall preside at the
meetings of the shareholders and of the Trustees. He may call meetings of the
Trustees and of any committee thereof whenever he deems it necessary. He shall
be an executive officer of this Trust and shall have, with the President,
general supervision over the business and policies of this Trust, subject to the
limitations imposed upon the President, as provided in Section 4 of this Article
III.
SECTION 4. President. In the absence of the Chairman of the Trustees, the
President shall preside at all meetings of the shareholders. Subject to the
Trustees and to any committees of the Trustees, within their respective spheres,
as provided by the Trustees, he shall at all times exercise a general
supervision and direction over the affairs of the Trust. He shall have the power
to employ attorneys and counsel for the Trust and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust. The
President shall have such other powers and duties as, from time to time, may be
conferred upon or assigned to him by the Trustees.
SECTION 5. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian in accordance with Article VII of the
Declaration of Trust. He shall make annual reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records, and
he shall furnish such other reports regarding the business and condition as the
Trustees may from time to time require. The Treasurer shall perform such duties
additional to foregoing as the Trustees may from time to time designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the shareholders at their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall perform such duties additional to the foregoing as the Trustees may from
time to time designate.
SECTION 7. Other Officers. Other officers elected by the Trustees shall perform
such duties as the Trustees may from time to time designate.
SECTION 8. Compensation. The Trustees and officers of the Trust may receive
such reasonable compensation from the Trust for the performance of their duties
as the Trustees may from time to time determine.
<PAGE>
ARTICLE IV
Meetings of Shareholders
SECTION 1. Meetings. Meetings of the shareholders may be called at any time by
the President, and shall be called by the President or the Secretary at the
request, in writing or by resolution, of a majority of the Trustees, or at the
written request of the holder or holders of ten percent (10%) or more of the
total number of shares of the then issued and outstanding shares of the Trust
entitled to vote at such meeting. Any such request shall state the purposes of
the proposed meeting.
SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at the
principal place of business of the Trust in Boston, Massachusetts, unless a
different place within the United States is designated by the Trustees and
stated as specified in the respective notices or waivers of notice with respect
thereto.
SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders,
stating the time, place and the purposes for which the meetings are called,
shall be given by the Secretary to each shareholder entitled to vote thereat,
and to each shareholder who under the By-Laws is entitled to such notice, by
mailing the same postage paid, addressed to him at his address as it appears
upon the books of the Trust, at least twenty (20) days before the time fixed for
the meeting, and the person giving such notice shall make an affidavit with
respect thereto. If any shareholder shall have failed to inform the Trust of his
post office address, no notice need be sent to him. No notice need be given to
any shareholder if a written waiver of notice, executed before or after the
meeting by the shareholder or his attorney thereunto authorized, is filed with
the records of the meeting; provided that if a series of shares is entitled to
vote as a separate series on any matter, then in the case of that matter a
quorum shall consist of the holders of a majority of the total number of shares
of the then issued and outstanding shares of that series entitled to vote at the
meeting. Shares owned directly or indirectly by the Trust, if any, shall not be
deemed outstanding for this purpose.
SECTION 4. Quorum. Except as otherwise provided by law, to constitute a quorum
for the transaction of any business at any meeting of shareholders, there must
be present, in person or by proxy, holders of a majority of the total number of
shares of the then issued and outstanding shares of the Trust entitled to vote
at such meeting; provided that if a series of shares is entitled to vote as a
separate series on any matter, then in the case of that matter a quorum shall
consist of the holders of a majority of the total number of shares of the then
issued and outstanding shares of that series entitled to vote at the meeting.
Shares owned directly or indirectly by the Trust, if any, shall not be deemed
outstanding for this purpose.
If a quorum, as above defined, shall not be present for the
purpose of any vote that may properly come before any meeting of shareholders at
the time and place of any meeting, the shareholders present in person or by
proxy and entitled to vote at such meeting on such matter holding a majority of
the shares present and entitled to vote on such matter may by vote adjourn the
meeting from time to time to be held at the same place without further notice
than by announcement to be given at the meeting until a quorum, as above
defined, entitled to vote on such matter, shall be present, whereupon any such
matter may be voted upon at the meeting as though held when originally convened.
<PAGE>
SECTION 5. Voting. At each meeting of the shareholders every shareholder of the
Trust shall be entitled to one (1) vote in person or by proxy for each of the
then issued and outstanding shares of the Trust then having voting power in
respect of the matter upon which the vote is to be taken, standing in his name
on the books of the Trust at the time of the closing of the transfer books for
the meeting, or, if the books be not closed for any meeting, on the record date
fixed as provided in Section 4 of Article VI of these By-Laws for determining
the shareholders entitled to vote at such meeting, or if the books be not closed
and no record date be fixed, at the time of the meeting. The record holder of a
fraction of a share shall be entitled in like manner to a corresponding fraction
of a vote. Notwithstanding the foregoing, the Trustees may, in conjunction with
the establishment of any series of shares, establish conditions under which the
several series shall have separate voting rights or no voting rights.
All elections of Trustees shall be conducted in any manner
approved at the meeting of the shareholders at which said election is held, and
shall be by ballot if so requested by any shareholder entitled to vote thereon.
The persons receiving the greatest number of votes shall be deemed and declared
elected. Except as otherwise required by law or by the Declaration of Trust or
by these By-Laws, all matters shall be decided by a majority of the votes cast,
as hereinabove provided, by persons entitled to vote thereon. With respect to
the submission of a management or investment advisory contract or a change in
investment policy to the shareholders for any shareholder approval required by
the Act, such matter shall be deemed to have been effectively acted upon with
respect to any series of shares if the holders of the lesser of
(i) 67 per centum or more of the shares of that series
present or represented at the meeting if the holders of more
than 50 per centum of the outstanding shares of that
series are present or represented by proxy at the meeting or
(ii) more than 50 per centum of the outstanding shares or
that series
vote for the approval of such matter, notwithstanding (a) that such matter has
not been approved by the holders of a majority of the outstanding voting
securities of any other series affected by such matter (as described in Rule
18-f2 under the Act) and (b) that such matter has not been approved by the vote
of a majority of the outstanding voting securities of the Trust (as defined in
the Act).
SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any
meeting of the shareholders may so vote by proxy, but no proxy which is dated
more than six months before the meeting named therein shall be accepted and no
such proxy shall be valid after the final adjournment of such meeting. Every
proxy shall be in writing subscribed by the shareholder or his duly authorized
attorney and shall be dated, but need not be sealed, witnessed or acknowledged.
Proxies shall be delivered to the Secretary or person acting as secretary of the
meeting before being voted. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless a or prior
to exercise of the proxy the trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a shareholder shall be deemed valid unless challenged at or prior to its
exercise.
<PAGE>
SECTION 7. Consents. Any action which may be taken by shareholders may be taken
without a meeting if a majority of shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by law, the Declaration
or these By-Laws for approval of such matter) consent to the action in writing
and the written consents are filed with the records of the meetings of
shareholders. Such contents shall be treated for all purposes as a vote taken at
a meeting of shareholders.
ARTICLE V
Trustees Meetings
SECTION 1. Meetings. The Trustees may in their discretion provide for regular or
stated meetings of the Trustees. Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the Chairman, President or by
any other Trustee at the time being in office. Any or all of the Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.
SECTION 2. Notices. Notice of regular or stated meetings need not be given.
Notice of the time and place of each meeting other than regular or stated
meetings shall be given by the Secretary or by the Trustee calling the meeting
and shall be mailed to each Trustee at least two (2) days before the meeting, or
shall be telegraphed, cabled, or wirelessed to each Trustee at his business
address or personally delivered to him at least one (1) day before the meeting.
Such notice may, however, be waived by all the Trustees. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any special meeting.
SECTION 3. Consents. Any action required or permitted to be taken at any meeting
of the Trustees may be taken by the Trustees without a meeting if a written
consent thereto is signed by all the Trustees and filed with the records of the
Trustees' meetings. Such consent shall be treated as a vote at a meeting for all
purposes.
SECTION 4. Place of Meetings. The Trustees may hold their meetings outside of
the Commonwealth of Massachusetts, and may, to the extent permitted by law, keep
the books and records of the Trust, and provide for the issue, transfer and
registration of its stock, outside of said State at such places as may, from
time to time, be designated by the Trustees.
SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in office
shall be present in person at any regular stated or special meeting of the
Trustees in order to constitute a quorum for the transaction of business at such
meeting and (except as otherwise required by the Declaration of Trust, by these
By-Laws or by statute) the act of a majority of the Trustees present at any such
meeting, at which a quorum is present, shall be the act of the Trustees. In the
absence of quorum, a majority of the Trustees present may adjourn the meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.
<PAGE>
ARTICLE VI
Shares of Beneficial Interest
SECTION 1. Certificates of Beneficial Interest. Certificates for shares of
beneficial interest of the Trust, if issued, shall be in such form as shall be
approved by the Trustees. They shall be signed by, or in the name of, the Trust
by the President and by the Treasurer and may, but need not be, sealed with seal
of the Trust; provided, however, that where such certificate is signed by a
transfer agent or a transfer clerk acting on behalf of the Trust or a registrar
other than a Trustee, officer or employee of the Trust, the signature of the
President and Treasurer and the seal may be facsimile. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates, shall cease to be such
officer or officers of the Trust whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Trust, such certificate or certificates may nevertheless be adopted by the
Trust and be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signatures shall have been
used thereon had not ceased to be such officer or officers of the Trust.
SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest of the
Trust shall be made only on the books of the Trust by the owner thereof or by
his attorney thereunto authorized by a power of attorney duly executed and filed
with the Secretary or a transfer agent, and only upon the surrender of any
certificate or certificates for such shares. The Fund shall not impose any
restrictions upon the transfer of the shares of the Fund, but this requirement
shall not prevent the charging of customary transfer agent fees.
SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if and
whenever the Trustees shall so determine, maintain one or more transfer offices
or agencies, each in the charge of a transfer agent designated by the Trustees,
where the shares of beneficial interest of the Trust shall be directly
transferable. The Trust shall, if and whenever the Trustees shall so determine,
maintain one or more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares shall be registered, and no
certificate for shares of the Trust in respect of which a transfer agent and/or
registrar shall have been designated shall be valid unless countersigned by such
transfer agent and/or registered by such registrar. The principal transfer agent
shall be in the Commonwealth of Massachusetts and shall have charge of the stock
transfer books, lists and records, which shall be kept in Massachusetts in an
office which shall be deemed to be the stock transfer office of the Trust. The
Trustees may also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Trust.
SECTION 4. Closing of Transfer Books and Fixing Record Date. The Trustees may
fix in advance a time which shall be not more than sixty (60) days before the
date of any meeting of shareholders, or the date for the payment of any dividend
or the making of any distribution to shareholders or the last day on which the
consent or dissent of shareholders may be effectively expressed for any purpose,
as the record date for determining the shareholders having the right to notice
of and to vote at such meeting, and any adjournment thereof, or the right to
receive such dividend or distribution or the right to give such consent or
dissent, and in such case only shareholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the Trust
after the record date. The Trustees may, without fixing such record date, close
the transfer books for all or any part of such period for any of the foregoing
purposes.
<PAGE>
SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any shares
of the Trust shall immediately notify the Trust of any loss, destruction or
mutilation of the certificate therefor, and the Trustees may, in their
discretion, cause new certificate or certificates to be issued to him, in case
of mutilation of the certificate, upon the surrender of the mutilated
certificate, or, in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate.
SECTION 6. Record Owner of Stock. The Trust shall be entitled to treat the
person in whose name any share of a series of the Trust is registered on the
books of the Trust as the owner thereof, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person.
ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall be the calendar year,
provided, however, that the Trustees may from time to time change the fiscal
year.
ARTICLE VIII
Seal
The Trustees may adopt a seal of the Trust which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time prescribe.
ARTICLE IX
Inspection of Books
The Trustees shall from time to time determine whether and to
what extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open to
the inspection of the shareholders; and no shareholder shall have any right of
inspecting any account or book or document of the Trust except as conferred by
law or authorized by the Trustees or by resolution of the shareholders.
ARTICLE X
Custodian
The following provisions shall apply to the employment of the
Custodian pursuant to Article VII of the Declaration of Trust and to any
contract entered into with the Custodian so employed:
<PAGE>
(a) The Trustees shall cause to be delivered to the Custodian all
securities owned by the Trust or to which it may become entitled, and shall
order the same to be delivered by the Custodian only in completion of a sale,
exchange, transfer, pledge, loan, or other disposition thereof, against receipt
by the Custodian of the consideration therefor or a certificate of deposit or a
receipt of an issuer or of its transfer agent, or to a securities depository as
defined in Rule 17f-4 under the Investment Company Act of 1940, as amended, all
as the Trustees may generally or from time to time require or approve, or to a
successor Custodian; and the Trustees shall cause all funds owned by the Trust
or to which it may become entitled to be paid to the Custodian, and shall order
the same disbursed only for investment against delivery of the securities
acquired, or in payment of expenses, including management compensation, and
liabilities of the Trust, including distributions to shareholders, or to a
successor Custodian.
(b) In case of the resignation, removal or inability to serve of any such
Custodian, the Trustees shall promptly appoint another bank or trust company
meeting the requirements of said Article VII as successor Custodian. The
agreement with the Custodian shall provide that the retiring Custodian shall,
upon receipt of notice of such appointment, deliver the funds and property of
the Trust in its possession to and only to such successor, and that pending
appointment of a successor Custodian, or a vote of the shareholders to function
without a Custodian, the Custodian shall not deliver funds and property of the
Trust to the Trustees, but may deliver them to a bank or trust company doing
business in Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than $2,000,000, as the property of the Trust to be held under terms
similar to those on which they were held by the retiring Custodian.
ARTICLE XI
Limitation of Liability and Indemnification
SECTION 1. Limitation of Liability. Provided they have exercised reasonable care
and have acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be responsible for or liable in
any event for neglect or wrongdoing of them or any officer, agent, employee or
investment adviser of the Trust, but nothing contained herein shall protect any
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.
SECTION 2. Indemnification of Trustees and Officers. The Trust shall indemnify
each person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
has been a Trustee, officer, employee or agent of the Trust, or is or has been
serving at the request of the Trust as a Trustee, director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, provided that:
<PAGE>
(a) such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Trust,
(b) with respect to any criminal action or proceeding, he had not
reasonable cause to believe his conduct was unlawful,
(c) unless ordered by a court, indemnification shall be made only as
authorized in the specific case upon a determination that indemnification of the
Trustee, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subparagraphs (a) and
(b) above and (e) below, such determination to be made based upon a review of
readily available facts (as opposed to a full trial-type inquiry) by (i) vote of
a majority of the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the matter) or (ii)
by independent legal counsel in a written opinion.
(d) in the case of an action or suit by or in the right of the Trust to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Trust unless and only to the extent that the court in which such action or suit
is brought, or a court of equity in the county in which the Trust has its
principal office, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper, and
(e) no indemnification or other protection shall be made or given to any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders 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.
Expenses (including attorneys' fees) incurred with respect to
any claim, action, suit or proceeding of the character described in the
preceding paragraph shall be paid by the Trust in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Trust as authorized by this Article, provided
that either:
(1) such undertaking is secured by a surety bond or some other appropriate
security provided by the recipient, or the Trust shall be insured against losses
arising out of any such advances; or
(2) a majority of the Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion shall determine, based upon a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the recipient ultimately will be found
entitled to indemnification.
<PAGE>
As used in this Section 2, a "Disinterested Trustee" is one
who is not (i) an "Interested Person", as defined in the Investment Company Act
of 1940, as amended, of the Trust (including anyone who has been exempted from
being an "Interested Person" by any rule, regulation, or order of the Securities
and Exchange Commission), or (ii) involved in the claim, action, suit or
proceeding.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Trust, or with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
SECTION 3. Indemnification of Shareholders. In case any shareholder or former
shareholder shall be held to be personally liable solely by reason of his being
or having been a shareholder and not because of his acts or omissions or for
some other reason, the shareholder or former shareholder (or his heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the Trust estate to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust shall, upon
request by the shareholder, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon.
ARTICLE XII
Underwriting Arrangements
Any contract entered into for the sale of shares of the Trust
pursuant to Article VIII, Section 2 of the Declaration of Trust shall require
the other party thereto (hereinafter called the "underwriter") whether acting as
principal or as agent to use reasonable efforts, consistent with the other
business of the underwriter, to secure purchasers for the shares of the Trust.
The underwriter may be granted the right
(a) To purchase as principal, from the Trust, at not less than net asset
value per share, the shares needed, but no more than the shares needed (except
for clerical errors and errors of transmission), to fill unconditional orders
for shares of the Trust received by the underwriter.
(b) To purchase as principal, from shareholders of the Trust at not less
than net asset value per share such shares as may be presented to the Trust, or
the transfer agent of the Trust, for redemption and as may be determined by the
underwriter in its sole discretion.
(c) to resell any such shares purchased at not less than net asset value
per share.
<PAGE>
ARTICLE XIII
Report to Shareholders
The Trustees shall at least semi-annually submit to the
shareholders a written financial report of the transactions of the Trust
including financial statements which shall at least annually be certified by
independent public accountants.
ARTICLE XIV
Certain Transactions
SECTION 1. Long and Short Positions. Except as hereinafter provided, no officer
or Trustee of the Trust and no partner, officer, director or shareholder of the
manager or investment adviser of the Trust or of the underwriter of the Trust,
and no manager or investment adviser or underwriter of the Trust, shall take
long or short positions in the securities issued by the Trust.
(a) The foregoing provision shall not prevent the underwriter from
purchasing from the Trust shares of the Trust from the Trust if such purchases
are limited (except for reasonable allowances for clerical errors, delays and
errors of transmission and cancellation of orders) to purchases for the purpose
of filling orders for such shares received by the underwriter, and provided that
orders to purchase from the Trust are entered with the Trust or the Custodian
promptly upon receipt by the underwriter of purchase orders for such shares,
unless the underwriter is otherwise instructed by its customer.
(b) The foregoing provision shall not prevent the underwriter from
purchasing shares of the Trust as agent for the account of the Trust.
(c) The foregoing provision shall not prevent the purchase from the Trust
or from the underwriter of shares issued by the Trust by any officer or Trustee
of the Trust or by any partner, officer, director or shareholder of the manager
or investment adviser of the Trust at the price available to the public
generally at the moment of such purchase or, to the extent that any such person
is a shareholder, at the price available to shareholders of the Trust generally
at the moment of such purchase, or as described in the current Prospectus of the
Trust.
SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the Trust
to any officer or Trustee of the Trust, or to any partner, officer, director or
shareholder of, or person financially interested in, the manager or investment
adviser of the Trust, or the underwriter of the Trust, or to the manager or
investment adviser of the Trust or to the underwriter of the Trust.
SECTION 3. Miscellaneous. The Trust shall not permit any officer or Trustee, or
any officer or director of the manager or investment adviser or underwriter of
the Trust, to deal for or on behalf of the Trust with himself as principal or
agent, or with any partnership, association or corporation in which he has a
financial interest; provided that the foregoing provisions shall not prevent (i)
officers and Trustees of the Trust from buying, holding or selling shares in the
Trust, or from being partners, officers or directors of or otherwise financially
interested in the manager or investment adviser or
<PAGE>
underwriter of the Trust; (ii) purchases or sales of securities or other
property by the Trust from or to an affiliated person or to the manger or
investment adviser or underwriter of the Trust if such transaction is exempt
from the applicable provisions of the Investment Company Act of 1940; (iii)
purchases of investment from the portfolio of the Trust or sales of investments
owned by the Trust through a security dealer who is, or one or more of whose
partners, shareholders, officers or directors is, an officer or Trustee of the
Trust, if such transactions are handled in the capacity of broker only and
commissions charged do not exceed customary brokerage charges for such services;
(iv) employment of legal counsel, registrar, transfer agent, dividend disbursing
agent or custodian who is, or has a partner, shareholder, officer or director
who is, an officer or Trustee of the Trust if only customary fees are charged
for services to the Trust; (v) sharing statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust is an officer, trustee or
director or otherwise financially interested.
References to the manager or investment adviser of the Trust
contained in this Article XIV shall also be deemed to refer to any sub-adviser
appointed in accordance with Article VIII, Section 1 of the Declaration of
Trust.
ARTICLE XV
Amendments
These By-Laws may be amended at any meeting of the Trustees by
a vote of a majority of the Trustees then in office.
**********
Exhibit (5)(a)
THE WRIGHT MANAGED EQUITY TRUST
INVESTMENT ADVISORY AGREEMENT
CONTRACT made this 21st day of December, 1987, between THE WRIGHT
MANAGED EQUITY TRUST, a Massachusetts business trust (the "Trust") and The
Winthrop Corporation, a Connecticut corporation doing business as WRIGHT
INVESTORS' SERVICE (the "Adviser"):
1. Duties of the Adviser. The Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Trust and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Contract. The Adviser will perform these duties with respect to any and all
series of shares ("Funds") which may be established by the Trustees pursuant to
the Trust's Declaration of Trust. Funds may be terminated and additional Funds
established from time to time by action of the Trustees of the Trust.
The Adviser hereby accepts such employment, and undertakes to afford to
the Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of its Funds. As investment adviser to the Funds, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of each
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940, all as from time to time
amended. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, but subject to each Fund's investment objective,
policies and restrictions, to buy, sell, lend and otherwise trade in any stocks,
bonds, options and other securities and investment instruments on behalf of the
Funds, to purchase, write or sell options on securities, futures contracts or
indices on behalf of the Funds, to enter into commodities contracts on behalf of
the Funds, including contracts for the future delivery of securities or currency
and futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the Funds. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
any or all of the Funds and notify the Adviser thereof in writing, the Adviser
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked. The
Adviser shall take, on behalf of the Funds, all actions which it deems necessary
or desirable to implement the investment policies of the Trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers selected
by the Adviser, and to that end the Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of
securities and
<PAGE>
payments of cash for the account of a Fund or the Trust. In connection with the
selection of such brokers or dealers and the placing of such orders, the Adviser
shall use its best efforts to seek to execute portfolio security transactions at
prices which are advantageous to the Funds and (when a disclosed commission is
being charged) at reasonably competitive commission rates. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or dealers may
be selected who also provide brokerage and research services and products (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
to the Adviser and the Adviser is expressly authorized to cause the Funds to pay
any broker or dealer who provides such brokerage and research services and
products a commission for executing a security transaction which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities which the Adviser
and its affiliates have with respect to accounts over which they exercise
investment discretion. Subject to the requirement set forth in the second
sentence of this paragraph, the Adviser is authorized to consider, as a factor
in the selection of any broker or dealer with whom purchase or sale orders may
be placed, the fact that such broker or dealer has sold or is selling shares of
the Fund or the Trust or of other investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, the Trust shall pay to the
Adviser on the last day of each month a fee equal to a percentage of the average
daily net assets of each Fund of the Trust throughout the month, computed in
accordance with the Trust's Declaration of Trust and any applicable votes of the
Trustees of the Trust, as shown in the following table.
<TABLE>
Monthly Advisory Fee Rates
Under $100 Million $250 Million $500 Million
$100- to to to Over
Million $250 Million $500 Million $1 Billion $1 Billion
<S> <C> <C> <C> <C> <C>
Wright Quality Core
Equities Fund (WQC) .037500% .049167% .047500% .044167% .040000%
Wright Selected Blue Chip
Equities Fund (WBC) .045833% .057500% .055833% .052500% .048333%
Wright Junior Blue Chip
Equities Fund (WJBC) .045833% .057500% .055833% .052500% .048333%
Wright International
Blue Chip Equities Fund
(WIBC) .0625% .0658333% .064166% .060833% .05666%
Wright U.S. National
Fiduciary Index Fund
(USNF) .029166% .0325% .030833% .0275% .02333%
Wright U.S. National
Investors' Fiduciary
Composite Fund (USNI) .029166% .0325% .030833% .0275% .02333%
</TABLE>
In case of initiation or termination of the Contract during any month
with respect to any Fund, the Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
<PAGE>
The Adviser may, from time to time, waive all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Trust shall include, without
implied limitation, (i) expenses of maintaining the Trust and continuing its
existence, (ii) registration of the Trust under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents dividend disbursing agents, shareholder
servicing agents and registrars for all services to the Trust, (xv) expenses for
servicing shareholder accounts, (xvi) any direct charges to shareholders
approved by the Trustees of the Trust, (xvii) compensation of and any expenses
of Trustees of the Trust, (xviii) all payments to be made and expenses to be
assumed by the Trust pursuant to any one or more distribution plans adopted by
the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix)
the administration fee payable to the Trust's Administrator, and (xx) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser are or may
be or become interested (as directors, trustees, officers, employees,
stockholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) which the Adviser may organize, sponsor
or acquire, or with which it may merge or consolidate, and which may include the
words "Wright" or "Wright Investors" or any combination thereof as part of their
names, and that the Adviser or its subsidiaries or affiliates may enter into
advisory or management agreements or other contracts or relationships with such
other companies or entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to the Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to the Trust or to any shareholder of
the Trust for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
<PAGE>
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such sub-investment
adviser and approved by the Trustees of the Trust.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1989 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1989 is specifically approved at least annually (i) by the Trustees
of the Trust or by vote of a majority of the outstanding voting securities of
that Fund and (ii) by the vote of a majority of those Trustees of the Trust who
are not interested persons of the Adviser or the Trust cast in person at a
meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and the Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any Fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Contract shall be effective as to that Fund until approved (i) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of the Fund.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the Adviser
hereby agrees that it shall have recourse only to the Trust for payment of
claims or obligations as between the Trust and Adviser arising out of this
Contract and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting if the holders of more than 50 per centum of
the outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the
particular Fund.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
the Trust of the name "Wright" as part of the Trust's name; provided, however,
that such consent shall be conditioned upon the employment of the Adviser or one
of its affiliates as the investment adviser of the Trust. The name "Wright" or
any variation thereof may be used from time to time in other connections and for
other purposes by the Adviser and its affiliates and other investment companies
that have obtained consent to use the name "Wright". The Adviser shall have the
right to require the Trust to cease using the name
<PAGE>
"Wright" as part of the Trust's name and the name of each Fund if the Trust
ceases, for any reasons, to employ the Adviser or one of its affiliates as the
Trust's investment adviser. Future names adopted by the Trust for itself and its
Funds, insofar as such names include identifying words requiring the consent of
the Adviser, shall be the property of the Adviser and shall be subject to the
same terms and conditions.
THE WRIGHT MANAGED EQUITY TRUST THE WINTHROP CORPORATION
D/B/A/ WRIGHT INVESTORS'
SERVICE
By/s/ Peter M. Donovan By/s/ John Winthrop Wright
- ----------------------- ---------------------------
President President
Exhibit (5)(b)
THE WRIGHT MANAGED EQUITY TRUST
ADMINISTRATION AGREEMENT
AGREEMENT originally made this 21st day of December, 1987, by and
between THE WRIGHT MANAGED EQUITY TRUST, a Massachusetts business trust (the
"Trust"), and EATON VANCE MANAGEMENT, INC., a Massachusetts corporation, and
re-executed this 1st day of November, 1990, by and between the Trust and Eaton
Vance Management, a Massachusetts business trust (the "Administrator") which is
the successor to Eaton Vance Management, Inc. in a transaction qualifying under
Rule 2a-6 under the Investment Company Act of 1940:
1. Duties of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Trust, subject to the supervision
of the Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator will perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust. Funds may be terminated and additional
Funds established from time to time by action of the Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to
administer the Trust's business affairs and, in connection therewith, to furnish
for the use of the Trust office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Trust and to pay
the salaries and fees of all officers and Trustees of the Trust who are members
of the Administrator's organization and all personnel of the Administrator
performing management and administrative services for the Trust. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
2. Compensation of the Administrator. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Trust shall pay
to the Administrator on the last day of each month a fee equal to a percentage
of the average daily net assets of each Fund of the Trust throughout the month,
computed in accordance with the Declaration of Trust of the Trust and any
applicable votes of the Trustees of the Trust, as shown in the following table.
<TABLE>
Monthly Administration Fee Rates
Under $100 Million $250 Million Over
$100 to to $500
Million $250 Million $500 Million Million
------- ------------ ------------ -------
<S> <C> <C> <C> <C>
Wright Quality Core
Equities Fund (WBC) 1/60 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright Selected Blue Chip
Equities Fund (WBC) 1/60 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright Junior Blue Chip
Equities Fund (WJBC) 1/60 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright International Blue
Chip Equities Fund (WBIC) 1/60 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright U.S. National Fiduciary
Fund - Major Corporations 1/120 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright U.S. National Fiduciary
Fund - Medium Corporations 1/120 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
Wright U.S. National Fiduciary
Fund - Smaller Corporations 1/120 of 1% 1/200 of 1% 1/400 of 1% 1/600 of 1%
</TABLE>
<PAGE>
In case of initiation or termination of this Agreement during any month
with respect to any Fund, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which it is
in effect and the fee shall be computed upon the average net assets for the
business days it is so in effect for that month.
The Administrator may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust and continuing
its existence, (ii) registration of the Trust under the Investment Company Act
of 1940, (iii) commissions, fees and other expenses connected with the purchase
or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes
and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase
and redemption of shares, (viii) expenses of registering and qualifying the
Trust and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Trust and of the Trust's principal underwriter, if any, as
a broker-dealer or agent under state securities laws, (ix) expenses of reports
and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) all payments
to be made and expenses to be assumed by the Trust pursuant to any one or more
distribution plans adopted by the Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940, (xix) the investment advisory fee payable to the
Trust's investment adviser, and (xx) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the
Administrator as trustees, officers, employees and shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or otherwise. It is
also understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.
<PAGE>
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses which may
be sustained in the purchase, holding or sale of any security or other
instrument, including options and futures contracts.
6. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1991* and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1991* is specifically approved at least annually by the Trustees of
the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Fund, without the
payment of any penalty, by action of the Trustees of the Trust or the trustees
of the Administrator, as the case may be, and the Trust may, at any time upon
such written notice to the Administrator, terminate this Agreement as to any
Fund by vote of a majority of the outstanding voting securities of that Fund.
This Agreement shall terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Agreement shall be effective as to that Fund until approved by the vote of
a majority of the Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly acknowledges
the provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the
Administrator hereby agrees that it shall have recourse to the Trust for payment
of claims or obligations as between the Trust and the Administrator arising out
of this Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting of the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
- --------
*As most recently continued in effect by the vote of the Board of Trustees of
the Trust and by vote of a majority of those Trustees of the Trust who are not
interested persons of Eaton Vance Management, Inc. (the Administrator's
predecessor) and the Trust.
<PAGE>
10. This Agreement, originally executed on December 21, 1987, has been
re-executed by the Administrator and the Trust of November 1, 1990.
THE WRIGHT MANAGED EATON VANCE MANAGEMENT
BOND TRUST
By:/s/ Peter M. Donovan By:/s/ Benjamin A. Rowland, Jr.
- ------------------------ -------------------------------
President Vice President,
and not individually
Exhibit (6)
DISTRIBUTION CONTRACT
Distribution Contract dated November 1, 1984, between THE EQUITY FUND
FOR BANK TRUST DEPARTMENTS (EQBT FUND), a Massachusetts business trust (the
"Fund"), and MFBT CORPORATION, a Delaware corporation (the "Distributor").
In consideration of the mutual promises and undertakings herein
contained, the parties hereto agree as follows:
1. Appointment as Distributor. The Fund hereby appoints the Distributor
as a general distributor of shares of beneficial interest of the Fund (the
"shares"). Nothing herein shall be construed to prevent the Fund from employing
other general distributors of the shares or to prohibit the Fund from acting as
distributor of its shares, and the Fund reserves the right to sell its shares to
investors upon applications received by the Fund or its agents.
2. Distributions by Distributor. The Distributor will have the right to
obtain subscriptions for and to sell shares as agent of the Fund. The
Distributor shall be under no obligation to effectuate any particular amount of
sales of shares or to promote or make sales except to the extent the Distributor
deems advisable. Nothing herein shall be deemed to obligate the Distributor to
register or qualify as a broker or dealer in any state, territory or other
jurisdiction in which it is not now registered or qualified or to maintain its
registration or qualification in any state, territory or other jurisdiction in
which it is now registered or qualified.
3. Sales Price. All subscriptions and sales of shares by the
Distributor hereunder shall be at the applicable net asset value of the shares
in accordance with the provisions of the current Prospectus of the Fund. No
commission or other compensation for selling or obtaining subscriptions for
shares shall be paid by the Fund or charged as a part of the subscription or
selling price on any such sale or subscription, except to the extent that
payments by the Fund may be authorized pursuant to a Rule 12b-1 Distribution
Plan adopted by and then in effect with respect to the Fund.
4. Repurchase of shares. The Distributor may act as agent for the Fund
in connection with the repurchase of shares by the Fund upon the terms and
conditions set forth in the then current Prospectus of the Fund. The Fund will
reimburse the Distributor for any reasonable expenses incurred by the
Distributor in connection with any such repurchase of shares for the account of
the Fund.
5. Cooperation by Fund. The Fund agrees to execute such papers and to
do such acts and things as shall from time to time be reasonably requested by
the Distributor for the purpose of registering or qualifying and maintaining
registration or qualification of the shares for sale under the so-called "Blue
Sky" laws of any state or territory or for maintaining the registration of the
Fund and of the shares under the Securities Act of 1933 and the Investment
Company Act of 1940, to the end that there will be available for sale from time
to time such number of shares as the Distributor may reasonably be expected to
sell. The Fund will advise the Distributor promptly of (i) any action of the
Securities and Exchange Commission or any authorities of any state or territory,
of which it may be advised, affecting registration or qualification of the Fund
or the shares, or rights to offer the shares for sale, and (ii) the happening of
any event which makes untrue any statement in the registration statement or
Prospectus or which requires the making of any change in the registration
statement or Prospectus in order to make the statements therein not misleading.
The Fund shall make available to the Distributor such copies of its currently
effective Prospectus and of all information, financial statements and other
papers as the Distributor shall reasonably request in connection with the
distribution of shares of the Fund.
<PAGE>
6. The Distributor as Independent Contractor. The Distributor shall be
an independent contractor and neither the Distributor nor any of its officers or
employees as such is or shall be an employee of the Fund. The Distributor is
responsible for its own conduct and the employment, control and conduct of its
agents and employees and for injury to such agents or employees or to others
through its agents or employees. The Distributor assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
7. Representations. The Distributor is not authorized by the Fund to
give any information or to make any representations other than those contained
in the registration statement or Prospectus filed with the Securities and
Exchange Commission under the Securities Act of 1933 (as said registration
statement and Prospectus may be amended from time to time) or contained in
shareholder reports or other material that may be prepared by or on behalf of
the Fund for the Distributor's use. Nothing herein shall be construed to prevent
the Distributor from preparing and distributing sales literature or other
material as it may deem appropriate.
8. Expenses Payable by the Fund. The Fund shall pay for and affix any
stock issue stamps (or in the case of treasury shares transfer stamps) required
for the issue (or transfer) of shares of the Fund. The Fund shall pay all fees
and expenses in connection with (a) the preparation and filing of any
registration statement and Prospectus under the Securities Act of 1933 or the
Investment Company Act of 1940 and amendments thereto, (b) the registration or
qualification of shares for sale in the various states, territories or other
jurisdictions (including without limitation the registering or qualifying the
Fund as a broker or dealer or any officer of the Fund as agent or salesman in
any state, territory or other jurisdiction), (c) the preparation and
distribution of any report or other communication to shareholders of the Fund in
their capacity as such, and (d) the preparation and distribution of any
Prospectuses sent to existing shareholders of the Fund. The Fund shall also make
all payments (including but not limited to expenses) pursuant to any written
plan or agreement relating to the implementation of such plan approved in
accordance with Rule 12b-1 under the Investment Company Act of 1940 in
connection with the distribution of its shares.
9. Expenses Payable by the Distributor. The Distributor or its parent
will defray expenses of (a) printing and distributing any Prospectuses or
reports prepared for its use in connection with the offering of the shares for
sale to the public (other than to existing shareholders of the Fund), (b) any
other literature used by the Distributor in connection with such offering, and
(c) any advertising in connection with such offering, unless any of the expenses
listed in subparagraphs (a), (b) or (c) of this paragraph 9 are to be paid by
the Fund under a 12b-1 plan or agreement relating to the implementation of such
plan as described in paragraph 8 hereof.
10. Indemnification of the Distributor. The Fund agrees to indemnify
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus, shareholder
reports or other information filed or made public by the Fund as from time to
time amended and supplemented, included an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading and arising under the
Securities Act of 1933, or any other statute or the common law, provided,
however, that the Fund does not agree to so indemnify the Distributor or hold it
harmless to the extent that such statement or
<PAGE>
omission was made on reliance upon, and in conformity with, information
furnished to the Fund in connection therewith by or on behalf of the
Distributor; and provided, further, that in no case (i) is the indemnity of the
Fund in favor of the Distributor or any person indemnified to be deemed to
protect the Distributor or any such person against any liability to the Fund or
its security holders to which the Distributor or any controlling person would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Contract, or (ii) is the Fund
to be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against the Distributor or any person indemnified
unless the Distributor or such person, as the case may be, shall have notified
the Fund in writing of such claim within a reasonable time after the summons or
other first written notification giving information of the nature of the claim
shall have been served upon the Distributor or such person (or after the
Distributor or such person shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve it from any liability which it may have to the Distributor or any person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Fund shall be entitled to participate
at its own expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any such claim, but if the Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Distributor or such person or persons, defendant or
defendants in the suit. In the event the Fund elects to assume the defense of
any such suit and retain such counsel, the Distributor, such officers or
directors or such controlling person or persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by
them. If the Fund does not elect to assume the defense of any such suit, it will
reimburse the Distributor, such officers or directors or such controlling person
or persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Fund agrees promptly to notify the
Distributor of the commencement of any litigation or proceedings against it or
any of its officers or trustees in connection with the issuance or sale of any
of the shares.
11. Indemnification of the Fund. The Distributor agrees that it will
indemnify and hold harmless the Fund and each of its Trustees and officers and
each person, if any, who controls the Fund within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any shares, based upon the
1933 Act or any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration statement,
prospectus, shareholder reports or other information filed or made public by the
Fund, as from time to time amended, included an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, insofar as any
such statement or omission was made in reliance upon, and in conformity with
information furnished to the Fund by or on behalf of the Distributor, provided,
however, that in no case (i) is the indemnity of the Distributor in favor of the
Fund or any person indemnified to be deemed to protect the Fund or any such
person against any liability to which the Fund of any such person would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Contract, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or such person, as the case may be, shall have
notified the Distributor in writing of such claim within a reasonable time after
the summons or other first written notification giving information of the nature
of the claim shall have been served upon the Fund or upon such person (or after
the Fund or such person shall have received notice of such service on any
<PAGE>
designated agent), but failure to notify the Distributor of any such claim shall
not relieve it from any liability which it may have to the Fund or any person
against whom such action is brought otherwise than on account of is indemnity
agreement contained in this paragraph. In the case on any such notice to the
Distributor, the Distributor shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such claim, but if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by the Distributor
and satisfactory to the Fund, to its officers and trustees and to any
controlling person or persons, defendant or defendants in the suit. In the event
that the Distributor elects to assume the defense of any such suit and retain
such counsel, the Fund or such controlling persons, defendant or defendants in
the suit, shall bear the fees and expense of any additional counsel retained by
them. If the Distributor does not elect to assume the defense of any such suit,
it will reimburse the Fund, such officers and trustees or controlling person or
persons, defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees promptly to
notify the Fund of the commencement of any litigation or proceedings against it
in connection with the issue and sale of any of the shares.
12. Effective Date, Termination and Amendment. This Contract shall
become effective on the date of its execution and (unless terminated as herein
provided) shall remain in full force and through and including February 28, 1985
and shall continue in full force and effect indefinitely thereafter, but only so
long as such continuance after February 28, 1985 is specifically approved at
least annually (a) by vote of a majority of the outstanding voting securities of
the Fund or by the trustees of the Fund, and (b) by the vote of a majority of
the trustees of the Fund who are not interested persons of the Fund or of the
Distributor cast in person at a meeting called for the purpose of voting on such
approval. This Contract may at any time be terminated without the payment of any
penalty (1) by vote of the trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, on 60 days' written notice to the
Distributor, (2) automatically in the event of its assignment, and (3) by the
Distributor on 60 days' written notice to the Fund. Any notice under this
Contract shall be given in writing, addressed and delivered, or mailed postpaid,
to the other party at the Boston office of such party.
This Contract may be amended at any time by a writing signed by both
parties hereto, provided that no amendment of this Contract shall be effective
until approved (a) by vote of a majority of the outstanding voting securities of
the Fund or by vote of the trustees of the Fund, and (b) by the vote of a
majority of the trustees of the Fund who are not interested persons of the Fund
or of the Distributor cast in person at a meeting called for the purpose of
voting on such approval.
13. Limitation of Liability. The Distributor expressly acknowledges the
provision in the Declaration of Trust of the Fund (Article XIV, Section 2)
limiting the personal liability of shareholders of the Fund, and the distributor
hereby agrees that is shall have recourse to the Fund for payment of claims or
obligations as between the Fund and the Distributor arising out of this Contract
and shall not seek satisfaction from the shareholders or any shareholder of the
Fund.
14. Certain Definitions. The terms "interested person", "vote of a
majority of the outstanding voting securities" and "assignment" when used in
this Contract shall have the respective meanings specified in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation or order.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Distribution Contract to be executed in its name and on its behalf by one of its
officers thereunto duly authorized, all as of the day and year first above
written.
THE EQUITY FUND FOR BANK TRUST MFBT CORPORATION
DEPARTMENTS (EQBT FUND)
By /s/ H. Day Brigham Jr. By /s/ A.M. Moody III
- -------------------------- ----------------------
Vice President President
Exhibit (8)(a)
December 19, 1990
The Wright Managed Equity Trust hereby adopts and agrees to become a party to
the attached Master Custodian Agreement between the Wright Managed Investment
Funds and Investors Bank & Trust Company.
THE WRIGHT MANAGED EQUITY TRUST
BY/s/ Peter M. Donovan
-------------------------
President
Accepted and agreed to:
INVESTORS BANK & TRUST COMPANY
BY: /s/ Henry M. Joyce
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Title: Vice President
<PAGE>
MASTER CUSTODIAN AGREEMENT
between
WRIGHT MANAGED INVESTMENT FUNDS
and
INVESTORS BANK & TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
1. Definitions................................................1-2
2. Employment of Custodian and Property to be held by it...... 3
3. Duties of the Custodian with Respect to
Property of the Fund....................................... 3
A. Safekeeping and Holding of Property.................... 3
B. Delivery of Securities.................................3-6
C. Registration of Securities............................. 6
D. Bank Accounts.......................................... 6
E. Payments for Shares of the Fund........................ 7
F. Investment and Availability of Federal Funds........... 7
G. Collections............................................7-8
H. Payment of Fund Moneys.................................8-9
I. Liability for Payment in Advance of
Receipt of Securities Purchased........................9-10
J. Payments for Repurchases of Redemptions
of Shares of the Fund.................................. 10
K. Appointment of Agents by the Custodian................. 10
L. Deposit of Fund Portfolio Securities in Securities Systems.10-12
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper............................12-14
N. Segregated Account..................................... 14
O. Ownership Certificates for Tax Purposes................ 14
P. Proxies................................................ 14
Q. Communications Relating to Fund Portfolio Securities... 15
<PAGE>
R. Exercise of Rights; Tender Offers..................... 15
S. Depository Receipts...................................5-16
T. Interest Bearing Call or Time Deposits................ 16
U. Options, Futures Contracts and Foreign Currency Transactions.16-17
V. Actions Permitted Without Express Authority..........17-18
4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value................... 18
5. Records and Miscellaneous Duties..........................8-19
6. Opinion of Fund`s Independent Public Accountants.......... 19
7. Compensation and Expenses of Bank......................... 19
8. Responsibility of Bank...................................19-20
9. Persons Having Access to Assets of the Fund.............. 20
10. Effective Period,Termination and Amendment; Successor Custodian..20-21
11. Interpretive and Additional Provisions................... 21
12. Notices.................................................. 21
13. Massachusetts Law to Apply............................... 21
14. Adoption of the Agreement by the Fund.................... 22
<PAGE>
MASTER CUSTODIAN AGREEMENT
This Agreement is made between each investment company advised by
Wright Investors' Service which has adopted this Agreement in the manner
provided herein and Investors Bank & Trust Company (hereinafter called "Bank",
"Custodian" and "Agent"), a trust company established under the laws of
Massachusetts with a principal place of business in Boston, Massachusetts.
Whereas, each such investment company is registered under the
Investment Company Act of 1940 and has appointed the Bank to act as Custodian of
its property and to perform certain duties as its Agent, as more fully
hereinafter set forth; and
Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:
1. Definitions
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Fund" shall mean the investment company which has adopted this
Agreement. If the Fund is a Massachusetts business trust, it may in the future
establish and designate other separate and distinct series of shares, each of
which may be called a "portfolio"; in such case, the term "Fund" shall also
refer to each such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing
general partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(e) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository but
only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.
-1-
<PAGE>
(f) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for United
States and federal agency securities (i.e., as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry
regulations of federal agencies substantially in the form of Subpart O).
(g) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in Rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.
(h) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but only
if the Custodian has received a certified copy of a vote of the Board approving
the participation by the Fund in such system.
(i) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by Wright Investors'
Service to the Custodian through the Wright trading system shall be deemed to be
proper instructions; the Fund shall cause all such instructions to be confirmed
in writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received and
accepted by the Custodian as conclusive evidence of the authority of any such
person to act and may be considered as in full force and effect until receipt of
written notice to the contrary. Such instructions may be general or specific in
terms and, where appropriate, may be standing instructions. Unless the vote
delegating authority to any person or persons to give a particular class of
instructions specifically requires that the approval of any person, persons or
committee shall first have been obtained before the Custodian may act on
instructions of that class, the Custodian shall be under no obligation to
question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. The Fund authorizes the Custodian
to tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic devices
provided that the President and Treasurer of the Fund and the Custodian are
satisfied that such procedures afford adequate safeguards for the Fund's assets.
In performing its duties generally, and more particularly in connection with the
purchase, sale and exchange of securities made by or for the Fund, the Custodian
may take cognizance of the provisions of the governing documents and
registration statement of the Fund as the same may from time to time be in
effect (and votes, resolutions or proceedings of the shareholders or the Board),
but, nevertheless, except as otherwise expressly provided herein, the Custodian
may assume unless and until notified in writing to the contrary that so-called
proper instructions received by it are not in conflict with or in any way
contrary to any provisions of such governing documents and registration
statement, or votes, resolutions or proceedings of the shareholders or the
Board.
-2-
<PAGE>
2. Employment of Custodian and Property to be Held by It
The Fund hereby appoints and employs the Bank as its Custodian and
Agent in accordance with and subject to the provisions hereof, and the Bank
hereby accepts such appointment and employment. The Fund agrees to deliver to
the Custodian all securities, participation interests, cash and other assets
owned by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of its
duties hereunder.
The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board of Directors. Any such subcustodian so
employed by the Custodian shall be deemed to be the agent of the Custodian, and
the Custodian shall remain primarily responsible for the securities,
participation interests, moneys and other property of the Fund held by such
subcustodian. Any foreign subcustodian shall be a bank or trust company which is
an eligible foreign custodian within the meaning of Rule 17f-5 under the
Investment Company Act of 1940, and the foreign custody arrangements shall be
approved by the Board of Directors and shall be in accordance with and subject
to the provisions of said Rule. For the purposes of this Agreement, any property
of the Fund held by any such subcustodian (domestic or foreign) shall be deemed
to be held by the Custodian under the terms of this Agreement.
3. Duties of the Custodian with Respect to Property of the Fund
A. Safekeeping and Holding of Property. The Custodian shall keep
safely all property of the Fund and on behalf of the Fund
shall from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate
on its books and records for the account of the Fund all
property of the Fund,including all securities, participation
interests and other assets of the Fund (1) physically held
by the Custodian, (2) held by any subcustodian referred to
in Section 2 hereof or by any agent referred to in Paragraph
K hereof, (3) held by or maintained in The Depository Trust
Company or in Participants Trust Company or in an Approved
Clearing Agency or in the Federal Book-Entry System or in an
Approved Foreign Securities Depository, each of which from
time to time is referred to herein as a "Securities System",
and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.
B. Delivery of Securities.The Custodian shall release and deliver
securities or participation interests owned by the Fund held
(or deemed to be held) by the Custodian or maintained in a
Securities System account or in an Approved Book-Entry System
for Commercial Paper account only upon receipt of proper
instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
-3-
<PAGE>
1) Upon sale of such securities or participation
interests for the account of the Fund, but
only against receipt of payment therefor; if
delivery is made in Boston or New York City,
payment therefor shall be made in accordance
with generally accepted clearing house
procedures or by use of Federal Reserve Wire
System procedures; if delivery is made
elsewhere payment therefor shall be in
accordance with the then current "street
delivery" custom or in accordance with such
procedures agreed to in writing from time to
time by the parties hereto; if the sale is
effected through a Securities System,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph L hereof; if the sale of commercial
paper is to be effected through an Approved
Book-Entry System for Commercial Paper,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph M hereof; if the securities are to
be sold outside the United States, delivery
may be made in accordance with procedures
agreed to in writing from time to time by the
parties hereto; for the purposes of this
subparagraph, the term "sale" shall include
the disposition of a portfolio security (i)
upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to
make a successful bid with respect to a
portfolio security, the continued holding of
which is contingent upon the making of such a
bid;
2) Upon the receipt of payment in connection
with any repurchase agreement or reverse
repurchase agreement relating to such
securities and entered into by the Fund;
3) To the depository agent in connection with
tender or other similar offers for portfolio
securities of the Fund;
4) To the issuer thereof or its agent when such
securities or participation interests are
called, redeemed, retired or otherwise
become payable; provided that, in any such
case, the cash or other consideration is to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
5) To the issuer thereof, or its agent, for
transfer into the name of the Fund or into
the name of any nominee of the Custodian or
into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or
into the name or nominee name of any
subcustodian employed pursuant to Section 2
hereof; or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units; provided that,
in any such case, the new securities or
participation interests are to be delivered
to the Custodian or any subcustodian employed
pursuant to Section 2 hereof;
-4-
<PAGE>
6) To the broker selling the same for
examination in accordance with the "street
delivery" custom; provided that the
Custodian shall adopt such procedures as the
Fund from time to time shall approve to
ensure their prompt return to the Custodian
by the broker in the event the broker elects
not to accept them;
7) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the Issuer
of such securities, or pursuant to provisions
for conversion of such securities, or
pursuant to any deposit agreement; provided
that, in any such case, the new securities
and cash, if any, are to be delivered to the
Custodian or any subcustodian employed
pursuant to Section 2 hereof;
8) In the case of warrants, rights or similar
securities, the surrender thereof in
connection with the exercise of such
warrants, rights or similar securities, or
the surrender of interim receipts or
temporary securities for definitive
securities; provided that, in any such case,
the new securities and cash, if any, are to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
9) For delivery in connection with any loans of
securities made by the Fund (such loans to be
made pursuant to the terms of the Fund's
current registration statement), but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund, which may be in the
form of cash or obligations issued by the
United States government, its agencies or
instrumentalities; except that in connection
with any securities loans for which
collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S.Department of Treasury,
the Custodian will not be held liable or
responsible for the delivery of securities
loaned by the Fund prior to the receipt of
such collateral;
10) For delivery as security in connection with
any borrowings by the Fund requiring a pledge
or hypothecation of assets by the Fund (if
then permitted under circumstances described
in the current registration statement of the
Fund), provided, that the securities shall be
released only upon payment to the Custodian
of the monies borrowed, except that in cases
where additional collateral is required to
secure a borrowing already made, further
securities may be released for that purpose;
upon receipt of proper instructions, the
Custodian may pay any such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of
the note or notes evidencing the loan;
11) When required for delivery in connection with
any redemption or repurchase of Shares of the
Fund in accordance with the provisions of
Paragraph J hereof;
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<PAGE>
12) For delivery in accordance with the
provisions of any agreement between the
Custodian(or a subcustodian employed pursuant
to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act
of 1934 and, if necessary, the Fund, relating
to compliance with the rules of The Options
Clearing Corporation or of any registered
national securities exchange, or of any
similar organization or organizations,
regarding deposit or escrow or other
arrangements in connection with options
transactions by the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund,
the Custodian (or a subcustodian employed
pursuant to Section 2 hereof), and a futures
commissions merchant, relating to compliance
with the rules of the Commodity Futures
Trading Commission and/or of any contract
market or commodities exchange or similar
organization,regarding futures margin account
deposits or payments in connection with
futures transactions by the Fund;
14) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board specifying the securities to be
delivered, setting forth the purpose for
which such delivery is to be made, declaring
such purpose to be proper corporate purpose,
and naming the person or persons to whom
delivery of such securities shall be made.
C. Registration of Securities. Securities held by the Custodian
(other than bearer securities) for the account of the Fund
shall be registered in the name of the Fund or in the name
of any nominee of the Fund or of any nominee of the Custodian,
or in the name or nominee name of any agent appointed pursuant
to Paragraph K hereof, or in the name or nominee name of any
subcustodian employed pursuant to Section 2 hereof, or in the
name or nominee name of The Depository Trust Company or
Participants Trust Company or Approved Clearing Agency or
Federal Book-Entry System or Approved Book-Entry System for
Commercial Paper; provided, that securities are held in an
account of the Custodian or of such agent or of such
subcustodian containing only assets of the Fund or only assets
held by the Custodian or such agent or such subcustodian as
a custodian or subcustodian or in a fiduciary capacity for
customers. All certificates for securities accepted by the
Custodian or any such agent or subcustodian on behalf of the
Fund shall be in "street" or other good delivery form or
shall be returned to the selling broker or dealer who shall
be advised of the reason thereof.
D. Bank Accounts.The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only
to draft or order by the Custodian acting in pursuant to the
terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received
by it from or for the account of the Fund other than cash
maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act
of 1940. Funds held by the Custodian for the Fund may be
deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust
companies as the Custodian may in its discretion deem
necessary or desirable; provided, however, that
-6-
<PAGE>
every such bank or trust company shall be qualified to act as
a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved in
writing by two officers of the Fund. Such funds shall be
deposited by the Custodian in its capacity as Custodian and
shall be subject to withdrawal only by the Custodian in that
capacity.
E. Payment for Shares of the Fund. The Custodian shall make
appropriate arrangements with the Transfer Agent and the
principal underwriter of the Fund to enable the Custodian to
make certain it promptly receives the cash or other
consideration due to the Fund for such new or treasury Shares
as may be issued or sold from time to time by the Fund, in
accordance with the governing documents and offering
prospectus and statement of additional information of the
Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.
F. Investment and Availability of Federal Funds. Upon agreement
between the Fund and the Custodian, the Custodian shall, upon
the receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties,
1) invest in such securities and instruments as
may be set forth in such instructions on the
same day as received all federal funds
received after a time agreed upon between
the Custodian and the Fund; and
2) make federal funds available to the Fund as
of specified times agreed upon from time to
time by the Fund and the Custodian in the
amount of checks received in payment for
Shares of the Fund which are deposited into
the Fund's account.
G. Collections. The Custodian shall promptly collect all income
and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall
promptly collect all income and other payments with respect to
bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or agent thereof and
shall credit such income, as collected, to the Fund's
custodian account. The Custodian shall do all things necessary
and proper in connection with such prompt collections and,
without limiting the generality of the foregoing, the
Custodian shall
1) Present for payment all coupons and other
income items requiring presentations;
2) Present for payment all securities which may
mature or be called, redeemed, retired or
otherwise become payable;
3) Endorse and deposit for collection, in the
name of the Fund, checks, drafts or other
negotiable instruments;
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<PAGE>
4) Credit income from securities maintained in
a Securities System or in an Approved
Book-Entry System for Commercial Paper at
the time funds become available to the
Custodian; in the case of securities
maintained in The Depository Trust Company
funds shall be deemed available to the Fund
not later than the opening of business on
the first business day after receipt of such
funds by the Custodian.
The Custodian shall notify the Fund as soon as reasonably
practicable whenever income due on any security is not
promptly collected. In any case in which the Custodian does
not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in
writing, enclosing copies of any demand letter, any written
response thereto, and memoranda of all oral responses thereto
and to telephonic demands, and await instructions from the
Fund; the Custodian shall in no case have any liability for
any nonpayment of such income provided the Custodian meets the
standard of care set forth in Section 8 hereof. The Custodian
shall not be obligated to take legal action for collection
unless and until reasonably indemnified to its satisfaction.
The Custodian shall also receive and collect all stock
dividends, rights and other items of like nature, and deal
with the same pursuant to proper instructions relative
thereto.
H. Payment of Fund Moneys. Upon receipt of proper instructions,
which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out moneys of the Fund
in the following cases only:
1) Upon the purchase of securities,participation
interests, options,futures contracts, forward
contracts and options on futures contracts
purchased for the account of the Fund but
only (a) against the receipt of
(i) such securities registered as provided
in Paragraph C hereof or in proper form
for transfer or
(ii) detailed instructions signed by an
officer of the Fund regarding the
participation interests to be purchased or
(iii) written confirmation of the purchase
by the Fund of the options, futures
contracts, forward contracts or options on
futures contracts
by the Custodian (or by a subcustodian
employed pursuant to Section 2 hereof or by
a clearing corporation of a national
securities exchange of which the Custodian
is a member or by any bank, banking
institution or trust company doing business
in the United States or abroad which is
qualified under the Investment Company Act
of 1940 to act as a custodian and which has
been designated by the Custodian as its
agent for this purpose or by the agent
specifically designated in such instructions
as representing the purchasers of a new
issue of privately placed securities); (b)
in the case of a purchase effected through a
Securities System, upon receipt of the
securities by the Securities System
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<PAGE>
in accordance with the conditions set forth
in Paragraph L hereof; (c) in the case of a
purchase of commercial paper effected
through an Approved Book-Entry System for
Commercial Paper, upon receipt of the paper
by the Custodian or subcustodian in
accordance with the conditions set forth in
Paragraph M hereof; (d) in the case of
repurchase agreements entered into between
the Fund and another bank or a
broker-dealer, against receipt by the
Custodian of the securities underlying the
repurchase agreement either in certificate
form or through an entry crediting the
Custodian's segregated, non-proprietary
account at the Federal Reserve Bank of
Boston with such securities along with
written evidence of the agreement by the
bank or broker-dealer to repurchase such
securities from the Fund; or (e) with
respect to securities purchased outside of
the United States, in accordance with
written procedures agreed to from time to
time in writing by the parties hereto;
2) When required in connection with the
conversion, exchange or surrender of
securities owned by the Fund as set forth in
Paragraph B hereof;
3) When required for the redemption or
repurchase of Shares of the Fund in
accordance with the provisions of Paragraph
J hereof;
4) For the payment of any expense or liability
incurred by the Fund, including but not
limited to the following payments for the
account of the Fund: advisory fees,
distribution plan payments, interest, taxes,
management compensation and expenses,
accounting, transfer agent and legal fees,
and other operating expenses of the Fund
whether or not such expenses are to be in
whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends or other
distributions to holders of Shares declared
or authorized by the Board; and
6) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board, specifying the amount of such
payment, setting forth the purpose for which
such payment is to be made, declaring such
purpose to be a proper corporate purpose,
and naming the person or persons to whom
such payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of the Fund is made by the
Custodian in advance of receipt of the securities purchased in
the absence of specific written instructions signed by two
officers of the Fund to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by the
Custodian; except that in the case of a repurchase agreement
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to
the account of such bank prior to the receipt of (i) the
securities in certificate form subject to such repurchase
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<PAGE>
agreement or (ii) written evidence that the securities subject
to such repurchase agreement have been transferred by
book-entry into a segregated non-proprietary account of the
Custodian maintained with the Federal Reserve Bank of Boston
or (iii) the safekeeping receipt, provided that such
securities have in fact been so transfered by book-entry and
the written repurchase agreement is received by the Custodian
in due course; and except that if the securities are to be
purchased outside the United States, payment may be made in
accordance with procedures agreed to in writing from time to
time by the parties hereto.
J. Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, but
subject to any applicable votes of the Board and the current
redemption and repurchase procedures of the Fund, the
Custodian shall, upon receipt of written instructions from the
Fund or from the Fund's transfer agent or from the principal
underwriter, make funds and/or portfolio securities available
for payment to holders of Shares who have caused their Shares
to be redeemed or repurchased by the Fund or for the Fund`s
account by its transfer agent or principal underwriter.
The Custodian may maintain a special checking account upon
which special checks may be drawn by shareholders of the Fund
holding Shares for which certificates have not been issued.
Such checking account and such special checks shall be subject
to such rules and regulations as the Custodian and the Fund
may from time to time adopt. The Custodian or the Fund may
suspend or terminate use of such checking account or such
special checks (either generally or for one or more
shareholders) at any time. The Custodian and the Fund shall
notify the other immediately of any such suspension or
termination.
K. Appointment of Agents by the Custodian. The Custodian may at
any time or times in its discretion appoint (and may at any
time remove) any other bank or trust company (provided such
bank or trust company is itself qualified under the Investment
Company Act of 1940 to act as a custodian or is itself an
eligible foreign custodian within the meaning of Rule 17f-5
under said Act) as the agent of the Custodian to carry out
such of the duties and functions of the Custodian described in
this Section 3 as the Custodian may from time to time direct;
provided, however, that the appointment of any such agent
shall not relieve the Custodian of any of its responsibilities
or liabilities hereunder, and as between the Fund and the
Custodian the Custodian shall be fully responsible for the
acts and omissions of any such agent. For the purposes of this
Agreement, any property of the Fund held by any such agent
shall be deemed to be held by the Custodian hereunder.
L. Deposit of Fund Portfolio Securities in Securities Systems.The
Custodian may deposit and/or maintain securities owned by the
Fund
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
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<PAGE>
(4) in the Federal Book-Entry System; or
(5) in an Approved Foreign Securities Depository
in each case only in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2 keep
securities of the Fund in a Securities System provided that
such securities are maintained in a non-proprietary account
("Account") of the Custodian or such subcustodian in the
Securities System which shall not include any assets of the
Custodian or such subcustodian or any other person other than
assets held by the Custodian or such subcustodian as a
fiduciary, custodian, or otherwise for its customers.
(b) The records of the Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging
to the Fund, and the Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable of
accurately and currently stating the Fund's holdings
maintained in each such Securities System.
(c) The Custodian shall pay for securities purchased
in book-entry form for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
such securities have been transferred to the Account, and (ii)
the making of any entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account
of the Fund only upon (i) receipt of notice or advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all notices or
advices from the Securities System of transfers of securities
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be promptly
provided to the Fund at its request. The Custodian shall
promptly send to the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written advice
or notice of each such transaction, and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to the Securities System's accounting
system, system of internal accounting controls or procedures
for safeguarding securities deposited in the Securities
System; the Custodian shall promptly send to the Fund any
report or other communication relating to the Custodian's
internal accounting controls and procedures for safeguarding
securities deposited in any Securities System; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities
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<PAGE>
deposited in any Securities System. The Custodian's books and
records relating to the Fund's participation in each
Securities System will at all times during regular business
hours be open to the inspection of the Fund's authorized
officers, employees or agents.
(e) The Custodian shall not act under this Paragraph
L in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Securities System; the Custodian shall also obtain appropriate
assurance from the officers of the Fund that the Board has
annually reviewed the continued use by the Fund of each
Securities System, and the Fund shall promptly notify the
Custodian if the use of a Securities System is to be
discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of the
Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or
subcustodians or of any of its or their employees or from any
failure of the Custodian or any such agent or subcustodian to
enforce effectively such rights as it may have against the
Securities System or any other person; at the election of the
Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Fund has not been made whole for any such loss or
damage.
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper. Upon receipt of proper
instructions with respect to each issue of direct issue
commercial paper purchased by the Fund, the Custodian may
deposit and/or maintain direct issue commercial paper owned by
the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable
Securities and Exchange Commission rules, regulations, and
no-action correspondence, and at all times subject to the
following provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry System
for Commercial Paper, provided that such paper is issued in
book entry form by the Custodian or subcustodian on behalf of
an issuer with which the Custodian or subcustodian has entered
into a book-entry agreement and provided further that such
paper is maintained in a non-proprietary account ("Account")
of the Custodian or such subcustodian in an Approved
Book-Entry System for Commercial Paper which shall not include
any assets of the Custodian or such subcustodian or any other
person other than assets held by the Custodian or such
subcustodian as a fiduciary, custodian, or otherwise for its
customers.
(b) The records of the Custodian with respect to
commercial paper of the Fund which is maintained in an
Approved Book-Entry System for Commercial Paper shall identify
by book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open for
inspection by authorized officers, employees or agents of the
Fund. The Custodian shall be fully and completely responsible
for maintaining a recordkeeping
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<PAGE>
system capable of accurately and currently stating the Fund's
holdings of commercial paper maintained in each such System.
(c) The Custodian shall pay for commercial paper
purchased in book-entry form for the account of the Fund only
upon contemporaneous (i) receipt of notice or advice from the
issuer that such paper has been issued, sold and transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such purchase, payment and
transfer for the account of the Fund. The Custodian shall
transfer such commercial paper which is sold or cancel such
commercial paper which is redeemed for the account of the Fund
only upon contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer or redemption and payment
for the account of the Fund. Copies of all notices, advices
and confirmations of transfers of commercial paper for the
account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be promptly provided to the Fund
at its request. The Custodian shall promptly send to the Fund
confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice of each such
transaction, and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
System for the account of the Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to each System's accounting system, system
of internal accounting controls or procedures for safeguarding
commercial paper deposited in the System; the Custodian shall
promptly send to the Fund any report or other communication
relating to the Custodian's internal accounting controls and
procedures for safeguarding commercial paper deposited in any
Approved Book-Entry System for Commercial Paper; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any
Approved Book-Entry System for Commercial Paper.
(e) The Custodian shall not act under this Paragraph
M in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the Custodian
shall also obtain appropriate assurance from the officers of
the Fund that the Board has annually reviewed the continued
use by the Fund of each Approved Book-Entry System for
Commercial Paper, and the Fund shall promptly notify the
Custodian if the use of an Approved Book-Entry System for
Commercial Paper is to be discontinued; at the request of the
Fund, the Custodian will terminate the use of any such System
as promptly as practicable.
(f) The Custodian (or subcustodian, if the Approved
Book-Entry System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund or in
the event of an electronic system failure which impedes
issuance, transfer or custody of direct issue commercial paper
by book-entry.
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<PAGE>
(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of any
Approved Book-Entry System for Commercial Paper by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or subcustodians or of any of its or their
employees or from any failure of the Custodian or any such
agent or subcustodian to enforce effectively such rights as it
may have against the System, the issuer of the commercial
paper or any other person; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the System, the
issuer of the commercial paper or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for
any such loss or damage.
N. Segregated Account. The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant
to Paragraph L hereof, (i) in accordance with the provisions
of any agreement among the Fund, the Custodian and any
registered broker-dealer (or any futures commission merchant),
relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange
(or of the Commodity Futures Trading Commission or of any
contract market or commodities exchange), or of any similar
organization or organizations, regarding escrow or deposit or
other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or U.S. Government
securities in connection with options purchased, sold or
written by the Fund or futures contracts or options thereon
purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certificate signed
by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.
O. Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of the
Fund held by it and in connection with transfers of
securities.
P. Proxies. The Custodian shall, with respect to the securities
held by it hereunder, cause to be promptly delivered to the
Fund all forms of proxies and all notices of meetings and any
other notices or announcements or other written information
affecting or relating to the securities, and upon receipt of
proper instructions shall execute and deliver or cause its
nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor
its nominee shall vote upon any of the securities or execute
any proxy to vote thereon or give any consent or take any
other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions.
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<PAGE>
Q. Communications Relating to Fund Portfolio Securities. The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call
and maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons
relating to the securities and participation interests being
held for the Fund. With respect to tender or exchange offers,
the Custodian shall deliver promptly to the Fund all written
information received by the Custodian from issuers and other
persons relating to the securities and participation interests
whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer.
R. Exercise of Rights; Tender Offers. In the case of tender
offers, similar offers to purchase or exercise rights
(including, without limitation, pendency of calls and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options and the maturity of futures
contracts) affecting or relating to securities and
participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for
promptly notifying the Fund of all such offers in accordance
with the standard of reasonable care set forth in Section 8
hereof. For all such offers for which the Custodian is
responsible as provided in this Paragraph R, the Fund shall
have responsibility for providing the Custodian with all
necessary instructions in timely fashion. Upon receipt of
proper instructions, the Custodian shall timely deliver to the
issuer or trustee thereof, or to the agent of either,warrants,
puts, calls, rights or similar securities for the purpose of
being exercised or sold upon proper receipt therefor and upon
receipt of assurances satisfactory to the Custodian that the
new securities and cash, if any, acquired by such action are
to be delivered to the Custodian or any subcustodian employed
pursuant to Section 2 hereof. Upon receipt of proper
instructions, the Custodian shall timely deposit securities
upon invitations for tenders of securities upon proper receipt
therefor and upon receipt of assurances satisfactory to the
Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the
contrary, the Custodian shall take all necessary action,
unless otherwise directed to the contrary by proper
instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar
rights of security ownership, and shall thereafter promptly
notify the Fund in writing of such action.
S. Depository Receipts. The Custodian shall, upon receipt of
proper instructions, surrender or cause to be surrendered
foreign securities to the depository used by an issuer of
American Depository Receipts or International Depository
Receipts (hereinafter collectively referred to as "ADRs") for
such securities, against a written receipt therefor adequately
describing such securities and written evidence satisfactory
to the Custodian that the depository has acknowledged receipt
of instructions to issue with respect to such securities ADRs
in the name of a nominee of the Custodian or in the name or
nominee name of any subcustodian employed pursuant to Section
2 hereof, for delivery to the Custodian or such subcustodian
at such place as the Custodian or such subcustodian may from
time to time designate. The Custodian shall, upon receipt of
proper instructions, surrender ADRs to the issuer thereof
against a written receipt therefor adequately
-15-
<PAGE>
describing the ADRs surrendered and written evidence
satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository
to deliver the securities underlying such ADRs to the
Custodian or to a subcustodian employed pursuant to Section 2
hereof.
T. Interest Bearing Call or Time Deposits. The Custodian shall,
upon receipt of proper instructions, place interest bearing
fixed term and call deposits with the banking department of
such banking institution (other than the Custodian) and in
such amounts as the Fund may designate. Deposits may be
denominated in U.S. Dollars or other currencies. The Custodian
shall include in its records with respect to the assets of the
Fund appropriate notation as to the amount and currency of
each such deposit, the accepting banking institution and other
appropriate details and shall retain such forms of advice or
receipt evidencing the deposit, if any, as may be forwarded to
the Custodian by the banking institution. Such deposits shall
be deemed portfolio securities of the applicable Fund for the
purposes of this Agreement, and the Custodian shall be
responsible for the collection of income from such accounts
and the transmission of cash to and from such accounts.
U. Options, Futures Contracts and Foreign Currency Transactions
1. Options. The Custodians shall, upon receipt of
proper instructions and in accordance with the
provisions of any agreement between the Custodian,
any registered broker-dealer and, if necessary, the
Fund, relating to compliance with the rules of the
Options Clearing Corporation or of any registered
national securities exchange or similar organization
or organizations, receive and retain confirmations or
other documents, if any, evidencing the purchase or
writing of an option on a security or securities
index or other financial instrument or index by the
Fund; deposit and maintain in a segregated account
for each Fund separately, either physically or by
book-entry in a Securities System, securities subject
to a covered call option written by the Fund; and
release and/or transfer such securities or other
assets only in accordance with a notice or other
communication evidencing the expiration, termination
or exercise of such covered option furnished by the
Options Clearing Corporation, the securities or
options exchange on which such covered option is
traded or such other organization as may be
responsible for handling such options transactions.
The Custodian and the broker-dealer shall be
responsible for the sufficiency of assets held in
each Fund's segregated account in compliance with
applicable margin maintenance requirements.
2. Futures Contracts. The Custodian shall, upon
receipt of proper instructions, receive and retain
confirmations and other documents, if any, evidencing
the purchase or sale of a futures contract or an
option on a futures contract by the Fund; deposit and
maintain in a segregated account, for the benefit of
any futures commission merchant, assets designated by
the Fund as initial, maintenance or variation
"margin" deposits (including mark-to-market payments)
intended to secure the Fund's performance of its
obligations under any futures contracts purchased or
sold or any options on futures contracts written by
Fund, in accordance with the provisions of any
agreement or agreements among
-16-
<PAGE>
the Fund, the Custodian and such futures commission
merchant, designed to comply with the rules of the
Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or
payments; and release and/or transfer assets in such
margin accounts only in accordance with any such
agreements or rules. The Custodian and the futures
commission merchant shall be responsible for the
sufficiency of assets held in the segregated account
in compliance with the applicable margin maintenance
and mark-to-market payment requirements.
3. Foreign Exchange Transactions.The Custodian shall,
pursuant to proper instructions, enter into or cause
a subcustodian to enter into foreign exchange
contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts and options shall be deemed to be
portfolio securities of the Fund; and accordingly,
the responsibility of the Custodian therefor shall be
the same as and no greater than the Custodian's
responsibility in respect of other portfolio
securities of the Fund. The Custodian shall be
responsible for the transmittal to and receipt of
cash from the currency broker or banking or financial
institution with which the contract or option is
made, the maintenance of proper records with respect
to the transaction and the maintenance of any
segregated account required in connection with the
transaction. The Custodian shall have no duty with
respect to the selection of the currency brokers or
banking or financial institutions with which the Fund
deals or for their failure to comply with the terms
of any contract or option. Without limiting the
foregoing, it is agreed that upon receipt of proper
instructions and insofar as funds are made available
to the Custodian for the purpose, the Custodian may
(if determined necessary by the Custodian to
consummate a particular transaction on behalf and for
the account of the Fund) make free outgoing payments
of cash in the form of U.S. dollars or foreign
currency before receiving confirmation of a foreign
exchange contract or confirmation that the
countervalue currency completing the foreign exchange
contact has been delivered or received. The Custodian
shall not be responsible for any costs and interest
charges which may be incurred by the Fund or the
Custodian as a result of the failure or delay of
third parties to deliver foreign exchange; provided
that the Custodian shall nevertheless be held to the
standard of care set forth in, and shall be liable to
the Fund in accordance with, the provisions of
Section 8.
V. Actions Permitted Without Express Authority.
The Custodian may
in its discretion, without express authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Agreement, provided, that all such
payments shall be accounted for by the
Custodian to the Treasurer of the Fund;
-17-
<PAGE>
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Fund, checks, drafts and other negotiable
instruments; and
4) in general, attend to all nondiscretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of the Fund except as otherwise
directed by the Fund.
4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
The Bank shall as Agent (or as Custodian, as the case may be) keep such
books of account (including records showing the adjusted tax costs of the Fund's
portfolio securities) and render as at the close of business on each day a
detailed statement of the amounts received or paid out and of securities
received or delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any executive officer of
the Fund; and shall compute and determine, as of the close of business of the
New York Stock Exchange, or at such other time or times as the Board may
determine, the net asset value of a Share in the Fund, such computation and
determination to be made in accordance with the governing documents of the Fund
and the votes and instructions of the Board at the time in force and applicable,
and promptly notify the Fund and its investment adviser and such other persons
as the Fund may request of the result of such computation and determination. In
computing the net asset value the Custodian may rely upon security quotations
received by telephone or otherwise from sources or pricing services designated
by the Fund by proper instructions, and may further rely upon information
furnished to it by any authorized officer of the Fund relative (a) to
liabilities of the Fund not appearing on its books of account, (b) to the
existence, status and proper treatment of any reserve or reserves, (c) to any
procedures established by the Board regarding the valuation of portfolio
securities, and (d) to the value to be assigned to any bond, note, debenture,
Treasury bill, repurchase agreement, subscription right, security, participation
interests or other asset or property for which market quotations are not readily
available.
5. Records and Miscellaneous Duties
The Bank shall create, maintain and preserve all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All books of account and
records maintained by the Bank in connection with the performance of its duties
under this Agreement shall be the property of the Fund, shall at all times
during the regular business hours of the Bank be open for inspection by
authorized officers, employees or agents of the Fund, and in the event of
termination of this Agreement shall be delivered to the Fund or to such other
person or persons as shall be designated by the Fund. Disposition of any account
or record after any required period of preservation shall be only in accordance
with specific instructions received from the Fund. The Bank shall assist
generally in the preparation of reports to shareholders, to the Securities and
Exchange Commission, including Forms N-SAR and N-1Q, to state "blue
sky"authorities and to others, audits of accounts, and other ministerial matters
of like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with
-18-
<PAGE>
appropriate information as to securities in transit or in the process of
purchase or sale and with such other information as said auditors may from time
to time request. The Custodian shall also maintain records of all receipts,
deliveries and locations of such securities, together with a current inventory
thereof, and shall conduct periodic verifications (including sampling counts at
the Custodian) of certificates representing bonds and other securities for which
it is responsible under this Agreement in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. The Bank shall not disclose or use any books or records it has
prepared or maintained by reason of this Agreement in any manner except as
expressly authorized herein or directed by the Fund, and the Bank shall keep
confidential any information obtained by reason of this Agreement.
6. Opinion of Fund's Independent Public Accountants
The Custodian shall take all reasonable action, as the Fund may from
time to time request, to enable the Fund to obtain from year to year favorable
opinions from the Fund's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Fund's
registration statement and Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.
7. Compensation and Expenses of Bank
The Bank shall be entitled to reasonable compensation for its services
as Custodian and Agent, as agreed upon from time to time between the Fund and
the Bank. The Bank shall be entitled to receive from the Fund on demand
reimbursement for its cash disbursements, expenses and charges, including
counsel fees, in connection with its duties as Custodian and Agent hereunder,
but excluding salaries and usual overhead expenses.
8. Responsibility of Bank
So long as and to the extent that it is in the exercise of reasonable
care, the Bank as Custodian and Agent shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed by the proper party or parties.
The Bank as Custodian and Agent shall be entitled to rely on and may
act upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
The Bank as Custodian and Agent shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement but shall be
liable only for its own negligent or bad faith acts or failures to act.
Notwithstanding the foregoing, nothing contained in this paragraph is intended
to nor shall it be construed to modify the standards of care and responsibility
set forth in Section 2 hereof with respect to subcustodians and in subparagraph
f of Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
subcustodians generally in Section 2 hereof, provided that, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank, the Custodian shall
not be liable for any loss, damage, cost,
-19-
<PAGE>
expense, liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or cash of the
Fund in a foreign county including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, acts of war, civil war or
terrorism, insurrection, revolution, military or usurped powers, nuclear
fission, fusion or radiation, earthquake, storm or other disturbance of nature
or acts of God.
If the Fund requires the Bank in any capacity to take any action with
respect to securities, which action involves the payment of money or which
action may, in the opinion of the Bank, result in the Bank or its nominee
assigned to the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
9. Persons Having Access to Assets of the Fund
(i) No trustee, director, general partner, officer, employee or agent
of the Fund shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such person. No
officer or director, employee or agent of the Custodian who holds any similar
position with the Fund or the investment adviser of the Fund shall have access
to the assets of the Fund.
(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees, representatives or agents of
the Custodian or other persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to the Fund's independent
public accountants in connection with their auditing duties performed on behalf
of the Fund.
(iii) Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Fund or of the investment adviser of the Fund from giving
instructions to the Custodian or executing a certificate so long as it does not
result in delivery of or access to assets of the Fund prohibited by paragraph
(i) of this Section 9.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided, that
the Fund may at any time by action of its Board, (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by the Federal
Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth
of Massachusetts or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Upon
termination of the Agreement, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares of the Fund
vote to have the securities, funds and other properties held hereunder delivered
and paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
-20-
<PAGE>
as shown by its last published report, and meeting such other qualifications for
custodians set forth in the Investment Company Act of 1940, the Board shall,
forthwith, upon giving or receiving notice of termination of this Agreement,
appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been adopted by
the shareholders and that no written order designating a successor custodian
shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative thereto.
Thereafter such bank or trust company shall be the successor of the Custodian
under this Agreement.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
12. Notices
Notices and other writings delivered or mailed postage prepaid to the
Fund addressed to 24 Federal Street, Boston, Massachusetts 02110, or to such
other address as the Fund may have designated to the Bank, in writing, or to
Investors Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110,
shall be deemed to have been properly delivered or given hereunder to the
respective addressees.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
-21-
<PAGE>
14. Adoption of the Agreement by the Fund
The Fund represents that its Board has approved this Agreement and has
duly authorized the Fund to adopt this Agreement, such adoption to be evidenced
by a letter agreement between the Fund and the Bank reflecting such adoption,
which letter agreement shall be dated and signed by a duly authorized officer of
the Fund and duly authorized officer of the Bank. This Agreement shall be deemed
to be duly executed and delivered by each of the parties in its name and behalf
by its duly authorized officer as of the date of such letter agreement, and this
Agreement shall be deemed to supersede and terminate, as of the date of such
letter agreement, all prior agreements between the Fund and the Bank relating to
the custody of the Fund's assets.
* * * * *
-22-
Exhibit (8)(b)
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
BETWEEN
WRIGHT MANAGED INVESTMENT FUNDS
AND
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of September 20, 1995, is made to the MASTER
CUSTODIAN AGREEMENT (the "Agreement") between each investment company advised by
Wright Investors' Service which has adopted the Agreement (the "Funds") and
Investors Bank & Trust Company (the "Custodian") pursuant to Section 10 of the
Agreement.
The Funds and the Custodian agree that Section 10 of the Agreement shall,
as of September 20, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the Agreement
and used herein are so used as so defined.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated by either party after August 31, 2000
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such delivery or mailing; provided, that the Fund may at any time by
action of its Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian in the event the
Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to
the Custodian such compensation as may be due as of the date of such termination
(and shall likewise reimburse the Custodian for its costs, expenses and
disbursements).
This Agreement may be amended at any time by the written agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines that the performance of the Custodian has been unsatisfactory or
adverse to the interests of shareholders of any Fund or Funds or that the terms
of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.
<PAGE>
The Board of the Fund shall, forthwith, upon giving or receiving notice of
termination of this Agreement, appoint as successor custodian, a bank or trust
company having the qualifications required by the Investment Company Act of 1940
and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall,
upon termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no written order designating a
successor custodian shall have been delivered to the Bank on or before the date
when such termination shall become effective, then the Bank shall not deliver
the securities, funds and other properties of the Fund to the Fund but shall
have the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection meeting the above required qualifications,
all funds, securities and properties of the Fund held by or deposited with the
Bank, and all books of account and records kept by the Bank pursuant to this
Agreement, and all documents held by the Bank relative thereto. Thereafter such
bank or trust company shall be the successor of the Custodian under this
Agreement.
Except as expressly provided herein, the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
THE WRIGHT EQUIFUND EQUITY TRUST
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
By:/s/ James L. O'Connor
---------------------
Treasurer
INVESTORS BANK & TRUST COMPANY
By:/s/ Michael F. Rogers
----------------------
Exhibit (9)
THE WINTHROP CORPORATION
1000 LAFAYETTE BOULEVARD
BRIDGEPORT, CT 06604
February 1, 1996
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, CT 06604
Re: Service Agreement
Ladies and Gentlemen:
The Winthrop Corporation ("Winthrop") is the investment adviser to each
of the investment companies and series listed below (the "Funds") under
Investment Advisory Contracts between Winthrop and the Funds (the "Investment
Advisory Contracts").
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
---------------- ------------------
THE WRIGHT MANAGED INCOME TRUST
- --------------------------------------
Wright U.S. Treasury Money Market Fund April 1, 1991
Wright U.S. Treasury Fund December 21, 1987
Wright U.S. Treasury Near Term Fund December 21, 1987
Wright Total Return Bond Fund December 21, 1987
Wright Insured Tax Free Bond Fund December 21, 1987
Wright Current Income Fund December 21, 1987
THE WRIGHT MANAGED EQUITY TRUST
- --------------------------------------
Wright Quality Core Equities Fund December 21, 1987
Wright Selected Blue Chip Equities Fund December 21, 1987
Wright Junior Blue Chip Equities Fund December 21, 1987
<PAGE>
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
--------------- -------------------
Wright International Blue Chip Equities Fund December 21, 1987
THE WRIGHT EQUIFUND EQUITY TRUST
- -------------------------------------
Wright EquiFund-Australasia April 1, 1994
Wright EquiFund-Austria January 20, 1994
Wright EquiFund-Belgium/Luxembourg January 20, 1994
Wright EquiFund-Britain April 17, 1995
Wright EquiFund-Canada January 20, 1994
Wright EquiFund-France January 20, 1994
Wright EquiFund-Germany January 20, 1994
Wright EquiFund-Hong Kong August 25, 1994
Wright EquiFund-Ireland April 1, 1994
Wright EquiFund-Italy August 25, 1994
Wright EquiFund-Japan January 20, 1994
Wright EquiFund-Mexico April 1, 1994
Wright EquiFund-Netherlands August 25, 1994
Wright EquiFund-Nordic January 20, 1994
Wright EquiFund-Spain August 25, 1994
Wright EquiFund-Switzerland January 20, 1994
Wright EquiFund-United States April 1, 1994
Wright EquiFund-Global April 1, 1994
Wright EquiFund-International April 1, 1994
The Wright Managed
Blue Chip Series Trust
- -----------------------------
Wright Managed Money Market Portfolio August 10, 1993
Wright Government Obligations Portfolio August 10, 1993
Wright Near Term Bond Portfolio August 10, 1993
Wright Total Return Bond Portfolio August 10, 1993
Wright Selected Blue Chip Portfolio August 10, 1993
Wright International Blue Chip Portfolio August 10, 1993
<PAGE>
Subject to the approval of the Boards of Trustees of the Funds, Winthrop has
selected Wright Investors' Service, Inc., a wholly-owned subsidiary of Winthrop,
to provide portfolio management services for each Fund. You agree that you are
willing to provide such services for each Fund and, accordingly, Winthrop and
you agree as follows:
1. Portfolio Management Duties of Wright. Winthrop hereby employs
Wright to provide continuing and suitable portfolio management services to each
Fund and to manage the investment and reinvestment of the assets of each Fund,
subject to the supervision of Winthrop and the Trustees of each Fund, for the
period and on the terms set forth in this Agreement.
Wright hereby accepts such employment, and undertakes to afford to each
Fund the advice and assistance of Wright's organization in the choice of
investments and in the purchase and sale of securities for each Fund and to
furnish for the use of each Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and to pay the salaries and fees of all officers and Trustees of each Fund who
are members of Wright's organization and all personnel of Wright performing
services relating to research and investment activities. Wright shall for all
purposes herein be deemed to be an independent contractor and shall, except as
otherwise expressly provided or authorized, have no authority to act for or
represent any Fund in any way or otherwise be deemed an agent of any Fund.
Wright shall provide each Fund with such portfolio management services
and supervision as Winthrop may from time to time consider necessary for the
proper supervision of such Fund's investments. Wright shall furnish continuously
an investment program and shall determine from time to time what securities
shall be purchased, sold or exchanged and what portion of each Fund's assets
shall be held uninvested, subject always to the applicable restrictions of the
Fund's Declaration of Trust, By-Laws and registration statement under the
Investment Company Act of 1940, all as from time to time amended. Should the
Trustees of any Fund at any time, however, make any specific determination as to
investment policy for the Fund and notify Wright thereof in writing, Wright
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked.
Wright shall take, on behalf of each Fund, all actions which it deems necessary
or desirable to implement the investment policies of the Fund.
<PAGE>
Wright shall place all orders for the purchase or sale of portfolio
securities for the account of each Fund with brokers or dealers or banks or
firms or other persons selected by Wright, and to that end Wright is authorized
as the agent of Winthrop and each Fund to give instructions to the custodian of
the Fund as to deliveries of securities and payment of cash for the account of
the Fund. In connection with the selection of such brokers or dealers or banks
or firms or other persons and the placing of such orders, Wright shall use its
best efforts to seek to execute security transactions at prices which are
advantageous to each Fund and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to Wright or
Winthrop and Wright is expressly authorized to pay any broker or dealer who
provides such brokerage and research services a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if Wright
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which Wright and its affiliates have with respect to
accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, Wright is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of any Fund.
Wright shall not be responsible for providing certain administrative
services to any Fund under this Agreement. Eaton Vance Management, in its
capacity as Administrator of each Fund, shall be responsible for providing such
services to the Fund under the Fund's separate Administration Agreement with the
Administrator.
2. Compensation. For all services to be rendered and expenses paid or
assumed by you as herein provided, Winthrop will cause each Fund to pay you
monthly in arrears on the last business day of each month the entire amount of
the advisory fee that Winthrop is entitled to receive from such Fund.
<PAGE>
3. Allocation of Charges and Expenses. It is understood that each Fund
will pay all its expenses other than those expressly stated to be payable by
Wright hereunder, which expenses payable by each Fund shall include, without
implied limitation, (i) expenses of maintaining each Fund and continuing its
existence, (ii) registration for each Fund under the Invest- ment Company Act of
1940, (iii) commissions, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of issue, sale and redemption of Fund shares, (viii) expenses of
registering and qualifying each Fund and its shares under federal and state
securities laws and of preparing and printing prospectuses for such purposes and
for distributing the same to shareholders and investors, and fees and expenses
of registering and maintaining registrations of each Fund and of its principal
underwriter, if any, as broker-dealer or agent under state securities laws, (ix)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor, (x) expenses of reports to governmental
officers and commissions, (xi) insurance expenses, (xii) association membership
dues, (xiii) fees, expenses and disbursements of custodians and subcustodians
for all services to each Fund (including without limitation safekeeping of
funds, securities and other investments, keeping of books, accounts and records,
and determination of net asset values), (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to each Fund, (xv) expenses for servicing the
accounts of shareholders, (xvi) any direct charges to shareholders approved by
the Trustees of a Fund, (xvii) all payments to be made and expenses to be
assumed by a Fund pursuant to any one or more distribution plans adopted by the
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xviii)
compensation and expenses of Trustees of each Fund who are not members of
Wright's organization, (xvix) the administration fees payable by each Fund to
its Administrator, and (xx) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of each Fund to indemnify its Trustees, officers and shareholders
with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Fund are or may be or become interested in Wright as
directors, officers, employees, shareholders or otherwise and that directors,
officers, employees and shareholders of Wright are or may be or become
similarly interested in the Fund, and that Wright may be or become interested
in the Fund as a shareholder or otherwise. It is also
<PAGE>
understood that directors, officers, employees and shareholders of Wright may be
or become interested (as directors, trustees, officers, employees, shareholders
or otherwise) in other companies or entities (including, without limitation,
other investment companies) which Wright or Winthrop may organize, sponsor or
acquire, or with which Wright or Winthrop may merge or consolidate, and that
Wright or its affiliates may enter into advisory or management agreements or
other contracts or relationships with such other companies or entities.
5. Limitation of Liability of Wright. The services of Wright to
Winthrop and each Fund are not deemed to be exclusive, Wright being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Wright, Wright shall
not be subject to liability to Winthrop, any Fund or any shareholder for any act
or omission in the course of, or connected with, rendering services hereunder or
for any losses which may be sustained in the acquisition, holding or disposition
of any security or other investment.
6. Duration and Termination of this Agreement. This Agreement shall
become effective on February 1, 1996 and, unless terminated as herein provided,
shall remain in full force and effect through and including February 28, 1997
and shall continue in full force and effect as to each Fund indefinitely
thereafter, but only so long as such continuance after February 28, 1997 is
specifically approved at least annually (i) by the Board of Trustees of such
Fund or by vote of a majority of the outstanding voting securities of the Fund
and (ii) by the vote of a majority of those Trustees of such Fund who are not
interested persons of Winthrop, Wright or the Fund cast in person at a meeting
called for the purpose of voting on such approval.
Any Fund or either party hereto may, at any time on sixty (60) days'
prior written notice to the other, terminate this Agreement as to that Fund
without the payment of any penalty, by action of the Trustees of such Fund or
the directors of Winthrop or Wright, as the case may be, and each Fund may, at
any time upon such written notice to Winthrop or Wright, terminate this
Agreement as to that Fund by vote of a majority of the outstanding voting
securities of such Fund. This Agreement shall terminate automatically as to any
Fund in the event of its assignment or the assignment or termination of that
Fund's Investment Advisory Contract.
<PAGE>
7. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective as to any Fund until approved (i) by the vote of a
majority of those Trustees of that Fund who are not interested persons of
Winthrop, Wright or such Fund cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of such Fund.
8. Limitation of Liability. Wright expressly acknowledges the provision
in the Declaration of Trust of each Fund limiting the personal liability of the
Trustees and officers of the Fund, and Wright hereby agrees that it shall not
have recourse to or seek satisfaction from any Trustee, officer or shareholder
of the Fund for payment of claims or obligations as between the Fund and Wright.
No Fund shall be liable for the obligations of any other Fund.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of a Fund's
shareholders, of the lesser of (a) 67 per centum or more of the shares of such
Fund present or represented by proxy at the meeting if the shareholders of more
than 50 per centum of the outstanding shares of the Fund are present or
represented by proxy at the meeting, or (b) more than 50 per centum of the
outstanding shares of the Fund. The terms "shareholders" and "shares" when used
herein shall have the respective meaning specified in the Declaration of Trust
of each Fund.
10. Responsibility of Winthrop. Notwithstanding this Agreement,
Winthrop shall remain ultimately responsible for all of its obligations under
the Investment Advisory Contracts.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed
<PAGE>
an original, but all of which together shall constitute one and the same
instrument.
Very truly yours,
THE WINTHROP CORPORATION
By:/s/Peter M. Donovan
----------------------
The foregoing Agreement is hereby agreed to as of the date hereof.
WRIGHT INVESTORS' SERVICE, INC.
By:/s/Judith Corchard
-------------------
EXHIBIT 10
Eaton Vance Management
24 Federal Street
Boston, MA 02110
(617) 482-8260
April 25, 1996
The Wright Managed Equity Trust
24 Federal Street
Boston, MA 02110
Gentlemen:
The Wright Managed Equity Trust (the "Trust") is a Massachusetts
business trust created under a Declaration of Trust dated June 17, 1982 (As
amended and restated November 1, 1984), as further amended from time to time,
(the"Declaration of Trust"), executed and delivered in Boston, Massachusetts. I
am of the opinion that all legal requirements have been complied with in the
creation of the Trust, and that said Declaration of Trust is legal and valid.
The Trustees of the Trust have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided. As
provided in the Declaration of Trust, the interest of shareholders is divided
into shares of beneficial interest without par value, and the number of shares
that may be issued is unlimited. The Trustees may from time to time issue and
sell or cause to be issued and sold shares of one or more series for cash or for
property. All such shares, when so issued, shall be fully paid and nonassessable
by the Trust.
By votes duly adopted, the Trustees of the Trust have designated the
series Wright Quality Core Equities Fund, Wright Selected Blue Chip Equities
Fund, Wright Junior Blue Chip Equities Fund and Wright International Blue Chip
Equities Fund (the "Series") and have authorized the issuance of shares of
beneficial interest, without par value, of such series. The Trust intends to
register under the Securities Act of 1933, as amended, 1,389,750 of its shares
of beneficial interest with Post-Effective Amendment No. 20 to its Registration
Statement on Form N-1A (the "Amendment") with the Securities and Exchange
Commission.
I have examined originals, or copies, certified or otherwise identified
to my satisfaction, of such certificates, records and other documents as I have
deemed necessary or appropriate for the purpose of this opinion, including the
Declaration of Trust and votes adopted by the Trustees. Based upon the
foregoing, and with respect to Massachusetts law (other than the Massachusetts
Uniform Securities Act), only to the extent that Massachusetts law may be
applicable and without reference to the laws of the other several states or of
the United States of America, I am of the opinion that under existing law:
<PAGE>
The Wright Managed Equity Trust
April 25, 1996
Page 2
1. The Trust is a trust with transferable shares of beneficial interest
organized in compliance with the laws of The Commonwealth of Massachusetts, and
the Declaration of Trust is legal and valid under the laws of The Commonwealth
of Massachusetts.
2. Shares of beneficial interest of the Series registered by the
Amendment may be legally and validly issued in accordance with the Declaration
of Trust upon receipt by the Trust of payment in compliance with the Declaration
of Trust and, when so issued and sold, will be fully paid and nonassessable by
the Trust.
I am a member of the Massachusetts bar and have acted as internal legal
counsel of the Trust in connection with the Amendment, and I hereby consent to
the filing of this opinion with the Securities and Exchange Commission as an
exhibit thereto.
Very truly yours,
/s/ H. Day Brigham, Jr.
H. Day Brigham, Jr., Esq.
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendement No. 20 to the
Registration Statement(1933 Act File No. 2-78047) of The Wright Managed Equity
Trust of our reports dated February 2, 1996 which are incorporated by reference
in the Statements of Additional Information and to the reference to us under the
heading "Financial Highlights" appearing in the Prospectuses, which are part of
such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 25, 1996
Exhibit (15)(a)
AMENDED
DISTRIBUTION PLAN
OF
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS (EQBT FUND)
WHEREAS, The Equity Fund for Bank Trust Departments (EQBT Fund) (the
"Fund") intends to engage in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "Act"); and
WHEREAS, the Fund intends to act as a distributor of its shares of
beneficial interest as defined in Rule 12b-1 under the Act, has adopted a
Distribution Plan under such Rule, and desires to adopt an Amended Distribution
Plan pursuant to such Rule, and the Trustees of the Fund have determined that
there is a reasonable likelihood that adoption of this Amended Distribution Plan
will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund hereby adopts this Amended Distribution Plan (the
"Plan")in accordance with Rule 12b-1 under the Act and containing the following
terms and conditions:
1. The Fund may finance activities which are primarily intended to result
in the sale of its shares in accordance with this Plan. 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.
In the event the Trustees deem it desirable to allow such expenses to
exceed temporarily such limit the Manager, Eaton Vance Management, Inc., or the
Investment Adviser, Wright Investors' Service, may advance the required funds to
the Fund with the understanding that such advances will be repaid by the Fund at
such time or times deemed appropriate by the Manager out of any excess of funds
created by distribution expenses being lower than 2/10 of 1% of net assets
during the fiscal year in which the advance occurred but that such advances will
not otherwise constitute a liability to the Fund.
2. The monies provided for in paragraph 1 of this Plan 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 Fund,
including travel, entertainment and 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 Plan may include direct and indirect expenses incurred by any
separate Distributor or Distributors under agreement with the Fund in activities
primarily intended to result in the sale of the Fund's shares.
3. This Plan shall not take effect as to any Portfolio of the Fund until it
has been approved by (a) a vote of at least a majority (as defined in the Act)
of the outstanding voting securities of that Portfolio and (b) both (i) a
majority of those Trustees of the Fund who are not "interested persons" of the
Fund (as defined in the Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreements related to it (the "Rule 12b-1
Trustees"), and (ii) all of the Trustees then in office, cast in person at a
meeting (or meetings) called for the purpose of voting on this Plan and such
related agreements.
<PAGE>
The term "vote of a majority of the outstanding voting securities of that
Portfolio" shall mean the vote of the lesser (a) 67 per centum or more of the
shares of the particular Portfolio present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the particular Portfolio are present or represented by proxy at the meeting, or
(b) more than 50 per centum of the outstanding shares of the particular
Portfolio.
4. Any Agreements related to this Plan shall not take effect until approved
in the manner provided for approval of this Plan in clause (b) of paragraph 3.
5. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in clause (b) of paragraph 3.
6. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement shall be the
President or any Vice President of the Fund. Such persons shall provide to the
Fund's Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made.
7. This Plan may be terminated as to any Portfolio at any time by vote of a
majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding
voting securities of that Portfolio.
8. This Plan may not be amended as to any Portfolio to increase materially
the limit upon distribution expenses provided in paragraph 1 or to change the
nature of such expenses provided inparagraph 2 hereof unless such amendment is
approved in the manner provided for initial approval in clause (a) of paragraph
3 hereof, and no material amendment to the Plan shall be made unless approved in
the manner provided for approval and annual renewal in clause (b) of paragraph 3
hereof.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Trustees who are not interested persons as
defined in the Act.
10. The Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof, for a period of not less
than six years from the date of this Plan, or of the agreements or of such
report, as the case may be, the first two years in an easily accessible place.
11. It is the opinion of the Fund's Trustees and officers that the
following are not expenses primarily intended to result in the sale of shares
issued by the Fund: fees and expenses of registering shares of any or all
Portfolios of the Fund under federal or state laws regulating the sale of
securities; fees and expenses of registering the Fund as a broker-dealer or of
registering an agent of the Fund under federal or state laws regulating the sale
of securities; fees of registering, at the request of the Fund, 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
<PAGE>
Fund'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 issuedby the Fund, they shall
be considered to be expenses contemplated by and included in this Distribution
Plan but not subject to the limitation prescribed in paragraph 1 hereof.
IN WITNESS WHEREOF, the Fund has executed this Amended Distribution Plan on
the day and year set forth below.
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS (EQBT FUND)
BY /s/ Peter M. Donovan
------------------------
President
Attest:
/s/ Thomas Otis
- --------------------
Secretary
November 1, 1984
Exhibit (15)(b)
AGREEMENT
RELATING TO IMPLEMENTATION OF THE
DISTRIBUTION PLAN
OF
THE EQUITY FUND FOR BANK TRUST DEPARTMENTS (EQBT FUND)
WHEREAS, The Equity Fund for Bank Trust Departments (EQBT Fund) (the
"Fund") is engaged in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Fund has adopted a Distribution Plan as defined in Rule 12b-1
("Distribution Plan") under the Act and is currently acting and will continue to
as a distributor of its own shares pursuant to said Rule 12b-1; and
WHEREAS, the Fund has entered into a Distribution Contract with the MFBT
Corporation ("MFBT Corp.") ("Distribution Contract") providing for such
corporation to act as a separate Distributor of its shares; and
WHEREAS, the Fund desires to implement its Distribution Plan in the manner
set forth herein and the Fund and MFBT Corp. are willing to enter into an
agreement whereunder MFBT Corp. will undertake and be paid or reimbursed for
certain activities primarily intended to result in the sale of the Fund's
shares;
NOW, THEREFORE, the Fund and MFBT Corp. do hereby agree as follows:
1. MFBT Corp. shall undertake such activities on behalf of the Fund which
are primarily intended to result in the sale of shares of the Fund and as may be
agreed to from time to time between the President or any Vice President of the
Fund and officers of MFBT Corp.
2. The Fund shall, subject to the limitations provided in the Distribution
Plan, pay to MFBT Corp. for the activities referred to in paragraph 1 an annual
fee equal to 2/10 of 1% of the Fund's average daily net assets payable
quarterly.
3. MFBT Corp. shall provide on a quarterly basis documentation concerning
the expenses of such activities. Documented expenses shall include compensation
paid to and out-of- pocket disbursements of officers, employees or sales
representatives of MFBT Corp., including travel, entertainment and 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.
4. This Agreement shall not take effect until it has been approved by (i) a
majority of those Trustees of the Fund who are not "interested persons" of the
Fund (as defined in the Act) and have no direct or indirect financial interest
in the operation of the Distribution Plan or this Agreement or any other
agreements related to the Plan (the "Rule 12b-1 Trustees"), and (ii) a majority
of the Trustees then in office, cast in person at a meeting (or meetings) called
for the purpose of voting on this Agreement.
5. This Agreement shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
thereof in paragraph 4.
<PAGE>
6. The President or any Vice President of the Fund shall provide to the
Fund's Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended by MFBT Corp. in connection with the activities
referred to in paragraph 1 and the purposes for which such expenditures were
made.
7. This Agreement may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Rule 12b-1 Trustees or by vote of a
majority of the outstanding voting securities of the Fund on not more than sixty
days' written notice to any other party to the Agreement.
8. The terms and conditions of the Distribution Contract (including,
without limitation, the indemnification provisions) shall govern the
relationship between the parties as contemplated by this Agreement, unless
inconsistent herewith.
9. This Agreement shall terminate automatically in the event of its
assignment.
10. The Fund shall preserve copies of this Agreement and all reports made
pursuant to paragraph 5 hereof for a period of not less than six years from the
date of this Agreement, the first two years in an easily accessible place.
11. MFBT Corp. agrees to take such action as may be required to become and
remain a member in good standing of the National Association of Securities
Dealer, Inc. (NASD) as long as this Agreement continues in effect.
12. MFBT Corp. expressly acknowledges the provision in the Declaration of
Trust of the Fund (Article XIV, Section 2) limiting the personal liability of
shareholders of the Fund, and MFBT Corp. hereby agrees that it shall have
recourse to the Fund for payment of claims or obligations as between the Fund
and MFBT Corp. arising out of this Agreement and shall not seek satisfaction
from the shareholders or any shareholder of the Fund.
13. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts applicable to such agreements.
IN WITNESS WHEREOF, the Fund and MFBT Corp. have each caused this Agreement
to be signed in duplicate on its behalf by an officer thereunto duly authorized
on the day and year set forth below.
THE EQUITY FUND FOR BANK TRUST MFBT CORPORATION
DEPARTMENTS (EQBT FUND)
BY /s/ Peter M. Donovan BY /s/ A.M. Moody III
- ------------------------- ---------------------
President President
Attest:
/s/ Thomas Otis
- -----------------
Secretary November 1, 1984
EXHIBIT 16
The average annual total return of each Fund for the one, five and ten-year
periods ended December 31, 1995 and the period from inception to December 31,
1995 was as follows:
<TABLE>
Period Ended 12/31/95
-------------------------------- Inception To Inception
1 Year 5 Years 10 Years 12/31/95 Date
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wright Quality Core Equities Fund 28.98% 14.18% 12.31% 13.12% 7/22/85
Wright Selected Blue Chip Equities Fund 30.34% 12.82% 11.59% 12.32% 1/04/83
Wright Junior Blue Chip Equities Fund 20.51% 12.34% 8.05% 9.58% 1/15/85
Wright International Blue Chip Equities Fund 13.61% 10.04% -- 7.42% 9/14/89
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
For the 30-day period ended December 31, 1995, the yield of each Fund was as
follows:
30-Day Period Ended
December 31, 1995*
---------------------------------------------------------------------
Wright Quality Core Equities Fund 0.98%
Wright Selected Blue Chip Equities Fund 1.25%
Wright Junior Blue Chip Equities Fund 0.88%
Wright International Blue Chip Equities Fund N/A
---------------------------------------------------------------------
*: 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 otherthan mortgage certificates by dividing the year-end market
value times the yield to maturity by 360. "a" for mortgage securities, such as
GNMA's, is the actual income earned. Neither discount nor premium have been
amortized.
"b" has been estimated by dividing the actual 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.
Exhibit (17)
POWER OF ATTORNEY
We, the undersigned officers and Trustees of The Wright Managed Equity
Trust, a Massachusetts business trust, do hereby severally constitute and
appoint H. Day Brigham, Jr., Peter M. Donovan and A.M. Moody, III, or any of
them, to be true, sufficient and lawful attorneys, or attorney for each of us,
to sign for each of us, in the name of each of us in the capacities indicated
below, and any and all amendments (including post-effective amendments) to the
Registration Statement on Form N-1A filed by The Wright Managed Equity Trust
with the Securities and Exchange Commission in respect of shares of beneficial
interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.
Name Capacity Date
------ --------- -----
President, Principal
/s/ Peter M. Donovan Executive Officer January 20, 1993
- --------------------------------- Trustee
Peter M. Donovan
Treasurer and Principal
/s/ James L. O'Connor Financial and Accounting January 20, 1993
- --------------------------------- Officer
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee January 20, 1993
- ---------------------------------
H. Day Brigham, Jr.
/s/ Winthrop S. Emmet Trustee January 20, 1993
- --------------------------------
Winthrop S. Emmet
- -------------------------------- Trustee
Leland Miles
/s/ A.M. Moody, III Trustee January 20, 1993
- --------------------------------
A.M. Moody, III
/s/ Lloyd F. Pierce Trustee January 20, 1993
- ------------------------------------
Lloyd F. Pierce
/s/ George R. Prefer Trustee January 20, 1993
- -----------------------------------
George R. Prefer
/s/ Raymond Van Houtte Trustee January 20, 1993
- -------------------------------
Raymond Van Houtte
POWER OF ATTORNEY
We, the undersigned officers and Trustees of The Wright Managed Equity
Trust, a Massachusetts business trust, do hereby severally constitute and
appoint H. Day Brigham, Jr., Peter M. Donovan and A.M. Moody, III, or any of
them, to be true, sufficient and lawful attorneys, or attorney for each of us,
to sign for each of us, in the name of each of us in the capacities indicated
below, and any and all amendments (including post-effective amendments) to the
Registration Statement on Form N-1A filed by The Wright Managed Equity Trust
with the Securities and Exchange Commission in respect of shares of beneficial
interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.
Name Capacity Date
----- ---------- -----
President, Principal
- ---------------------- Executive Officer and
Peter M. Donovan Trustee
Treasurer and Principal
- ---------------------- Financial and Accounting
James L. O'Connor Officer
- ---------------------- Trustee
H. Day Brigham, Jr.
- ---------------------- Trustee
Winthrop S. Emmet
/s/ Leland Miles Trustee January 20, 1993
- ----------------------
Leland Miles
- ---------------------- Trustee
A.M. Moody, III
- ---------------------- Trustee
Lloyd F. Pierce
- ---------------------- Trustee
George R. Prefer
- ---------------------- Trustee
Raymond Van Houtte
[ARTICLE] 6
[CIK] 0000703499
[NAME] THE WRIGHT MANAGED EQUITY TRUST
[SERIES]
[NUMBER] 1
[NAME] WRIGHT QUALITY CORE EQUITIES FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 39,875,069
[INVESTMENTS-AT-VALUE] 49,121,193
[RECEIVABLES] 92,171
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 3,148
[TOTAL-ASSETS] 49,216,512
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 82,238
[TOTAL-LIABILITIES] 82,238
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 40,057,176
[SHARES-COMMON-STOCK] 3,884,915
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (169,026)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 9,246,124
[NET-ASSETS] 49,134,274
[DIVIDEND-INCOME] 1,117,596
[INTEREST-INCOME] 54,250
[OTHER-INCOME] 0
[EXPENSES-NET] 548,668
[NET-INVESTMENT-INCOME] 623,178
[REALIZED-GAINS-CURRENT] 7,097,632
[APPREC-INCREASE-CURRENT] 5,562,948
[NET-CHANGE-FROM-OPS] 13,283,758
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 614,587
[DISTRIBUTIONS-OF-GAINS] 6,258,626
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 655,665
[NUMBER-OF-SHARES-REDEEMED] 1,778,830
[SHARES-REINVESTED] 522,768
[NET-CHANGE-IN-ASSETS] (1,950,382)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 235,233
[INTEREST-EXPENSE] 182
[GROSS-EXPENSE] 568,806
[AVERAGE-NET-ASSETS] 52,434,403
[PER-SHARE-NAV-BEGIN] 11.39
[PER-SHARE-NII] 0.153
[PER-SHARE-GAIN-APPREC] 3.107
[PER-SHARE-DIVIDEND] (0.160)
[PER-SHARE-DISTRIBUTIONS] (1.840)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.65
[EXPENSE-RATIO] 1.07
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000703499
[NAME] THE WRIGHT MANAGED EQUITY TRUST
[SERIES]
[NUMBER] 2
[NAME] WRIGHT SELECTED BLUE CHIP EQUITIES FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 174,224,296
[INVESTMENTS-AT-VALUE] 217,117,974
[RECEIVABLES] 678,455
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 69,173
[TOTAL-ASSETS] 217,865,602
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 277,658
[TOTAL-LIABILITIES] 277,658
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 173,374,154
[SHARES-COMMON-STOCK] 12,931,453
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 1,333,910
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (13,798)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 42,893,678
[NET-ASSETS] 217,587,944
[DIVIDEND-INCOME] 4,832,004
[INTEREST-INCOME] 280,771
[OTHER-INCOME] 0
[EXPENSES-NET] 2,146,572
[NET-INVESTMENT-INCOME] 2,966,203
[REALIZED-GAINS-CURRENT] 10,432,468
[APPREC-INCREASE-CURRENT] 40,854,983
[NET-CHANGE-FROM-OPS] 54,253,654
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 2,612,968
[DISTRIBUTIONS-OF-GAINS] 11,799,552
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4,266,308
[NUMBER-OF-SHARES-REDEEMED] 5,467,216
[SHARES-REINVESTED] 700,517
[NET-CHANGE-IN-ASSETS] 31,572,153
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,283,832
[INTEREST-EXPENSE] 885
[GROSS-EXPENSE] 2,146,572
[AVERAGE-NET-ASSETS] 206,101,310
[PER-SHARE-NAV-BEGIN] 13.85
[PER-SHARE-NII] 0.226
[PER-SHARE-GAIN-APPREC] 3.904
[PER-SHARE-DIVIDEND] (0.200)
[PER-SHARE-DISTRIBUTIONS] (0.950)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 16.83
[EXPENSE-RATIO] 1.04
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000703499
[NAME] THE WRIGHT MANAGED EQUITY TRUST
[SERIES]
[NUMBER] 3
[NAME] WRIGHT JUNIOR BLUE CHIP EQUITIES FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 21,151,984
[INVESTMENTS-AT-VALUE] 25,865,807
[RECEIVABLES] 930,556
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 7,569
[TOTAL-ASSETS] 26,803,932
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 810,474
[TOTAL-LIABILITIES] 810,474
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 19,120,702
[SHARES-COMMON-STOCK] 2,395,166
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 250,841
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 1,908,092
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 4,713,823
[NET-ASSETS] 25,993,458
[DIVIDEND-INCOME] 619,095
[INTEREST-INCOME] 23,850
[OTHER-INCOME] 0
[EXPENSES-NET] 361,525
[NET-INVESTMENT-INCOME] 281,420
[REALIZED-GAINS-CURRENT] 2,687,430
[APPREC-INCREASE-CURRENT] 2,980,154
[NET-CHANGE-FROM-OPS] 5,949,004
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 266,107
[DISTRIBUTIONS-OF-GAINS] 5,601,374
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 225,623
[NUMBER-OF-SHARES-REDEEMED] 1,650,724
[SHARES-REINVESTED] 444,836
[NET-CHANGE-IN-ASSETS] (11,130,582)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 174,577
[INTEREST-EXPENSE] 23,850
[GROSS-EXPENSE] 405,297
[AVERAGE-NET-ASSETS] 31,861,465
[PER-SHARE-NAV-BEGIN] 11.00
[PER-SHARE-NII] 0.120
[PER-SHARE-GAIN-APPREC] 1.977
[PER-SHARE-DIVIDEND] (0.100)
[PER-SHARE-DISTRIBUTIONS] (2.147)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.85
[EXPENSE-RATIO] 1.17
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000703499
[NAME] THE WRIGHT MANAGED EQUITY TRUST
[SERIES]
[NUMBER] 4
[NAME] WRIGHT INTERNATIONAL BLUE CHIP EQUITIES FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 195,633,858
[INVESTMENTS-AT-VALUE] 236,577,432
[RECEIVABLES] 937,578
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 2,628
[TOTAL-ASSETS] 237,517,638
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 341,692
[TOTAL-LIABILITIES] 341,692
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 198,077,233
[SHARES-COMMON-STOCK] 16,057,236
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 1,357,941
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (3,217,931)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 40,958,703
[NET-ASSETS] 237,175,946
[DIVIDEND-INCOME] 5,476,637
[INTEREST-INCOME] 215,791
[OTHER-INCOME] (707,978)
[EXPENSES-NET] 2,816,663
[NET-INVESTMENT-INCOME] 2,167,787
[REALIZED-GAINS-CURRENT] (650,735)
[APPREC-INCREASE-CURRENT] 25,147,505
[NET-CHANGE-FROM-OPS] 26,664,557
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1,602,294
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4,605,546
[NUMBER-OF-SHARES-REDEEMED] 3,919,612
[SHARES-REINVESTED] 78,962
[NET-CHANGE-IN-ASSETS] 36,944,310
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,682,897
[INTEREST-EXPENSE] 2,878
[GROSS-EXPENSE] 2,816,663
[AVERAGE-NET-ASSETS] 218,130,570
[PER-SHARE-NAV-BEGIN] 13.09
[PER-SHARE-NII] 0.142
[PER-SHARE-GAIN-APPREC] 1.638
[PER-SHARE-DIVIDEND] (0.100)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 14.77
[EXPENSE-RATIO] 1.29
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
