WRIGHT MANAGED EQUITY TRUST, 485B24E, 1997-04-29

WRIGHT MANAGED EQUITY TRUST
485B24E, 1997-04-29

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As filed with the Securities and Exchange Commission on April 29, 1997.

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. 22 [x]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 23 [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)

Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
---------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)
[x] On May 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ]On (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================================

Title of Securities Amount of Shares Proposed Maximum Offering Proposed Aggregate Amount of
Being Registered Being Registered Price Per Share Maximum Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Shares of beneficial interest 4,626,461 $12.16(1) $56,257,766(2) $ 0

=================================================================================================================================
</TABLE>

(1) Computed under Rule 457(d) on the basis of the maximum aggregate
offering price per share at the close of business on April 17, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price pursuant
to Rule 24e-2. $244,201,903 of shares were redeemed during the fiscal year
ended December 31, 1996. $187,944,133 of shares were used for reductions
pursuant to Paragraph (c) of Rule 24f-2 during such fiscal year. $56,257,770
of shares redeemed are being used for the reduction of the registration fee
in this Amendment.

The Registrant has filed a Declaration pursuant to Rule 24f-2 and on
February 25, 1997 filed its "Notice" as required by that Rule for the fiscal
year ended December 31, 1996. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule 24f-2.
<PAGE>

This Amendment to the registration statement on Form N-1A has been executed by
The Wright Blue Chip Master Portfolio Trust.

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 Combined Prospectus of:
Wright International Blue Chip Equities Fund
Wright Major Blue Chip 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

The Combined Statement of Additional Information of:
Wright International Blue Chip Equities Fund
Wright Major Blue Chip 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 International Blue Chip Equities Fund

Cross Reference Sheet
<TABLE>
<CAPTION>

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's
and the Portfolio's Investment Objective
and Policies, Other Investment Policies,
Other Information
5........................ The Investment Adviser, The Administrator,
Distribution Expenses--Standard Shares,
Service Plan, Back Cover
5 (a).................... Not Applicable
6........................ Other Information, Distributions by the
Fund, Taxes
7........................ Share Purchase Alternatives, How to Buy
Shares, How the Fund Values Its Shares,
Account Statements and Confirmations,
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
and the Portfolio Trust
13....................... Additional Investment Information
Investment Restrictions
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....................... Share Purchase Alternatives, 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>

The Wright Managed Equity Trust

Wright International Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund

Cross Reference Sheet
<TABLE>
<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........................ The Funds and their Investment Objec- tives and
Policies, Other Investment
......................... Policies, Other Information
5........................ The Investment Adviser, The Administra-
tor, Distribution Expenses -- Standard
Shares, Service Plans, Back Cover
5 (a).................... Not Applicable
6........................ Other Information, Distributions by the Funds, Taxes
7........................ Share Purchase Alternatives, How to Buy Shares, How
the Funds Value their Shares, Account Statements and
Con- firmations, 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 theTrusts and
......................... the Portfolio Trust
13....................... Additional Investment Information,
Investment Restrictions
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....................... Share Purchase Alternatives, How to Pricing of Shares, Service Plans
Buy or Sell Shares, How the Funds
Value their Shares
20....................... Taxes
21....................... Principal Underwriter
22....................... Calculation of Performance and Yield
Information
23....................... Financial Statements
</TABLE>
<PAGE>

Part A
=======================================
Information Required in a Prospectus

P R O S P E C T U S May 1, 1997
STANDARD SHARES
INSTITUTIONAL SHARES
===============================================================================

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, P.O. Box 5123,
Westborough, MA 01581-5123

Or Call: The Fund Order Room-- (800) 225-6265, extension 7750

- -------------------------------------------------------------------------------

Wright International Blue Chip Equities Fund (the "Fund") invests its assets in
a corresponding diversified series ("Portfolio") of The Wright Blue Chip Master
Portfolio Trust, an open-end investment company (the "Portfolio Trust"), having
the same investment objective as the Fund, rather than directly investing in and
managing its own portfolio of securities.

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, 1997 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). In addition, the Securities and Exchange Commission maintains a
web site (http://www.sec.gov) that contains the Statement of Additional
Information, material incorporated by reference and other information regarding
the Fund.

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 and the Portfolio's Investment Objective
and Policies................................. 6
Other Investment Policies......................... 7
The Investment Adviser............................ 8
The Administrator................................. 10
Share Purchase Alternatives....................... 11
Distribution Expenses -- Standard Shares.......... 11
Service Plan...................................... 11
How the Fund Values its Shares.................... 12
How to Buy Shares................................. 12
Account Statements and Confirmations.............. 14
Distributions by the Fund......................... 14
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 achieve its investment objective
by investing substantially all of its assets in the Portfolio, the International
Blue Chip Equities Portfolio, that has the same investment objective as the
Fund. The Portfolio is a diversified series of the Portfolio Trust, an open-end
management company registered under the 1940 Act. The Portfolio seeks to enhance
total investment return (consisting of price appreciation plus income) by
providing active management of a broadly diversified portfolio of equity
securities of well-established, non-U.S. companies meeting strict quality
standards. The Portfolio 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
Portfolio's portfolio securities may be quoted in foreign currencies. Investors
should understand that fluctuations in foreign exchange rates may impact the
value of their investment.

The Investment Adviser...........The Portfolio has engaged Wright
Investors' Service, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604 ("Wright" or the "Investment Adviser") as investment adviser to carry out
the investment and reinvestment of its assets.

The Administrator........The Fund and the Portfolio have retained Eaton
Vance Management ("Eaton Vance" or the "Administrator"), 24 Federal Street,
Boston, MA 02110 as administrator to manage their legal and business affairs.

The Distributor..........Wright Investors' Service Distributors, Inc.
("WISDI" or the "Principal Underwriter") is the distributor of the Fund's
shares.

How to Purchase Fund Shares..........The Fund offers two classes of shares
Standard Shares and Institutional Shares. Standard Shares are sold without a
sales charge but are subject to distribution fees of 0.25%. Institutional Shares
are offered without a sales charge. Both share classes are subject to service
fees. 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 in Standard Shares is $1,000, which will be waived for
investments in 401(k) tax-sheltered retirement plans. There is no minimum amount
for subsequent purchases of Standard Shares. The $1,000 minimum initial
investment in Standard Shares is waived for Automatic Investment Program
accounts which may be established with an investment of $50 or more with a
minimum of $50 applicable to each subsequent investment. The minimum initial
investment in Institutional Shares is $1,000,000 which may be waived for bank
trust departments and qualified retirement plans. 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 the same class of distributions in cash,
dividends and distributions will be reinvested in additional shares of the same
class of the Fund at its net asset value per share as of the ex-dividend 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
the same class of any funds in The Wright Managed Equity Trust and The Wright
Managed Income Trust. Standard Shares may be exchanged for shares of the funds
in The Wright EquiFund Equity Trust. All exchanges are made at the net asset
value of the funds 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 Communications..............Each shareholder will receive
annual and semi-annual reports containing financial state- ments, 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.
<PAGE>

Shareholder and Fund Expenses

The following table summarizes the aggregate fees and expenses of the Fund
and the Portfolio and 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 for Standard Shares are based on actual amounts incurred for the fiscal
year ended December 31, 1996, except that the Rule 12b-1 Distribution Expense
for Standard Shares has been restated to reflect the increase in the fee to
0.25% and Service Plan fees are estimated for the current fiscal year. Operating
expenses for Institutional Shares are based on estimated expenses that would
have been incurred if Institutional Shares had been outstanding for the entire
fiscal year ended December 31, 1996. Institutional Shares were first offered on
May 1, 1997.

Standard Institutional
Shares Shares
- -------------------------------------------------------------------------------

Shareholder Transaction Expenses .... none none

Annualized Fund Operating Expenses
(as a percentage of average net assets)
Investment Adviser Fee............ 0.77% 0.77%
Rule 12b-1 Distribution Expense... 0.25% none
Other Expenses*................... 0.33% 0.33%

Total Operating Expenses ......... 1.35% 1.10%

- -------------------------------------------------------------------------------

* Other expenses includes administration fees of 0.12% and Service Plan fees of
0.03% and 0.01%, respectively.

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 an investment of $1,000, a 5% annual return on the investment and
redemption at the end of each period:

Standard Institutional
Shares Shares
- -------------------------------------------------------------------------------

1 Year........................... $ 14 $ 11
3 Years......................... 43 35
5 Years........................ 74 61
10 Years.......................... 162 134

- -------------------------------------------------------------------------------

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 for Standard Shares may result in
a long-term shareholder indirectly paying more than the economic equivalent of
the maximum initial sales charge permitted under the Conduct Rules of the
National Association of Securities Dealers, Inc.

The Fund invests exclusively in the Portfolio. Other investment companies
with different distribution arrangements and fees may invest in the Portfolio in
the future.

<PAGE>

Financial Highlights

The following information should be read in conjunction with the audited
financial statements that appear in the Fund's annual report to shareholders.
The Fund's financial statements have been audited by Deloitte & Touche LLP,
independent certified public accounts, as experts in accounting and auditing.
The financial statements and the independent auditors' report are incorporated
by reference into the Statement of Additional Information. Further information
regarding the performance of the Fund is contained in the annual report to
shareholders which may be obtained without charge by contacting the Fund's
Principal Underwriter at (800) 888-9471. Institutional shares were not offered
prior to December 31, 1996 and no financial highlights information is available
for Institutional Shares.
<TABLE>
<CAPTION>

Year Ended December 31 - Standard Shares
--------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1996 1995 1994 1993 1992 1991 1990 1989(2)
- ---------------------------------------------------------------------------------------------------------------------------

Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.128 $ 0.142 $ 0.127 $ 0.107 $ 0.094 $ 0.115 $ 0.164 $ 0.092
Net realized and unrealized gain (loss) on
investments..................... 2.902 1.638 (0.347) 2.853 (0.524) 1.515 (0.874) 0.353
------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 3.030 $ 1.780 $(0.220)$ 2.960 $(0.430)$ 1.630 $(0.710) $ 0.445
-------- ------- -------- ------- -------- ------- ------- --------
Less Distributions:
From net investment income....... $ (0.100)$(0.100) $(0.100)$ (0.070) $(0.090)$(0.110) $(0.170) $ (0.045)
From net realized gains.......... (1.010) -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total distributions............. $ (1.110)$(0.100) $ (0.100)$(0.070) $(0.090)$(0.110) $(0.170 $ (0.045)
------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $ 16.690 $14.770 $13.090 $ 13.410 $ 10.520 $11.040 $ 9.520 $10.400
======= ======= ======= ======= ======= ======= ======= =======
Total Return(3).................... 20.73% 13.61% (1.64%) 28.22% (3.94%) 17.21% (6.92%) 4.46%(*)
Ratios/Supplemental Data
Net assets, end of year (000 omitted) $268,732 $237,176 $200,232 $100,071 $74,409 $51,802 $18,842 $ 14,363
Ratio of expenses to average daily net
assets.......................... 1.30% 1.29% 1.31% 1.46% 1.51% 1.67% 1.65% 0.59%*
Ratio of net investment income to
average daily net assets........ 0.82% 0.99% 1.00% 0.67% 0.81% 1.12% 1.66% 3.28%*
Portfolio Turnover Rate 29% 12% 12% 30% 15% 23% 13% 0%
Average commission rate paid(4) $0.1882 -- -- -- -- -- -- --

(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:
1990 1989(2)

Net investment income per share.... $ 0.092 $ 0.065
======= =======
Ratios (As a percentage of average daily net assets):
Expenses......................... 2.38% 1.55%(*)
======= =======
Net investment income............ 0.93% 2.33%(*)
======= =======

(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)Average commission rate paid is computed by dividing the total dollar amount
of commisions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
* Annualized.
</TABLE>

<PAGE>

The Fund's and the Portfolio'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. The Fund seeks to achieve its
investment objective by investing all of its assets in the Portfolio which has
the same investment objective. Securities selected for the Portfolio 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 about 11,000 non-U.S. companies from 46 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 the company's assets and shareholders'
equity exceeds certain minimum standards and its operations have been profitable
during the last three years) and thus are suitable for consideration by
fiduciary investors. Companies which meet these requirements (3,800 companies)
are considered by Wright to be suitable for prudent investment. 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 approximately 3,800 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 (a subset of the 3,800 companies considered for
prudent investment) are assigned a Wright Quality Rating and are eligible for
selection by the Wright Investment Committee. 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 Portfolio seeks to enhance total investment return (consisting of price
appreciation plus income) by providing active management of a broadly
diversified portfolio of equity securities of well-established, non-U.S.
companies meeting strict quality standards. The Portfolio 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 Portfolio 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. This is a
fundamental policy that can only be changed with shareholder approval.
International Blue Chip equity securities are those which are included in the
International AWIL, as described above. However, for temporary defensive
purposes the Portfolio may hold cash or invest more than 20% of its net assets
in the short-term debt securities described under "Other Investment Policies -
Defensive Investments."

The Portfolio 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
Fund's and the Portfolio's net asset value will be calculated in U.S. dollars,
fluctuations in foreign currency exchange rates may affect the value of an
investment in the Fund.

The disciplines which determine sale include disposing of equity securities
of any company which no longer meets the quality standards of the International
AWIL. The disciplines which determine purchase provide that new funds, income
from securities held by the Portfolio and proceeds of sales of securities held
by the Portfolio will be used to increase those positions which at current
market value are the furthest below their normal target values.

<PAGE>

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 Portfolio 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
Portfolio will usually enter into these contracts to fix the U.S. dollar value
of a security it has agreed to buy or sell. The Portfolio 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 Portfolio 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 Portfolio may hold foreign currency or
short-term U.S. or foreign government securities pending investment in foreign
securities. The market price of securities held by the Portfolio will fluctuate
in response to international stock market developments and currency exchange
rate fluctuations. This will cause the Fund's and the Portfolio's net asset
value to fluctuate

Other Investment Policies

The Fund and the Portfolio have 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 or the Portfolio's outstanding voting securities. Except for such
enumerated restrictions and as otherwise indicated in the Prospectus, the
investment objective and policies of the Fund and Portfolio are not fundamental
policies and may be changed by the Fund's and Portfolio's Trustees without
shareholder or interestholder approval, as the case may be. If any change was
made to the Fund's investment objective, the Fund might have an investment
objective different from the objective an investor considered appropriate at the
time of investment.

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 Portfolio 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 Portfolio agrees to resell
the securities at a specified time and price. The Portfolio 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
Portfolio 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 Portfolio could suffer a loss.

<PAGE>

Lending Portfolio Securities. The Portfolio may seek to increase its total
return by lending portfolio securities to broker-dealers or other institutional
borrowers. Such loans are continuously secured by collateral in cash or liquid
securities held by the Portfolio'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 Portfolio
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 Portfolio
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
Portfolio, it is intended that the value of the securities loaned would not
exceed 30% of the Portfolio's total assets.

Forward Commitments And When-Issued Securities. The Portfolio may purchase
when-issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. The Portfolio is
required to hold and maintain in a segregated account with the Portfolio's
custodian or subcustodian until the settlement date, cash or liquid securities
in an amount sufficient to meet the purchase price. Alternatively, the Portfolio
may enter into offsetting contracts for the forward sale of other securities
that it owns. Securities purchased or sold on a when-issued or forward
commitment basis involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date or if the value of the security
to be sold increases prior to the settlement date. Although the Portfolio would
generally purchase securities on a when-issued or forward commitment basis with
the intention of acquiring securities for its portfolio, the Portfolio may
dispose of a when-issued security or forward commitment prior to settlement if
the Investment Adviser deems it appropriate to do so.

Defensive Investments. During periods of unusual market conditions, when Wright
believes that investing for temporary defensive purposes is appropriate, all or
a portion of the Portfolio'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 ("S&P") or P-1 by
Moody's Investors Service, Inc. ("Moody's"), or, if not rated by such rating
organization, is deemed by Wright pursuant to procedures established 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 S&P
or Aa or better by Moody's or, if unrated by such rating organization, are
deemed by Wright pursuant to procedures established 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 Wright pursuant to procedures established by the Trustees. The
Portfolio may invest in instruments and obligations of banks that have other
relationships with the Fund, the Portfolio, Wright, or Eaton Vance. No
preference will be shown towards investing in banks which have such
relationships.

The Investment Adviser

The Trustees of the Portfolio Trust have engaged Wright to act as
investment adviser to the Portfolio pursuant to the Portfolio Investment
Advisory Contract. Wright furnishes the Portfolio with investment advice and
management services. Wright is a wholly-owned subsidiary of The Winthrop
Corporation ("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 and

<PAGE>

the Trustees of the Portfolio Trust are responsible for the general oversight of
the Portfolio'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 funds. Wright,
along with Disclosure International, Inc., operates one of the world's largest
and most complete databases of financial information on 15,000 domestic and
international corporations. At the end of 1996, Wright managed approximately $4
billion of assets.

Under the Portfolio's Investment Advisory Contract, the Portfolio is
required to pay Wright a monthly advisory fee at the annual rates (as a
percentage of average daily net assets) set forth in the table below.

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, 1996, the aggregate net assets of the Fund were
$268,732,339. For the fiscal year ended December 31, 1996, the Fund paid
advisory fees equivalent to 0.77% of the Fund's average daily net assets. Prior
to May 1, 1997, the Fund invested directly in securities and engaged the
services of Winthrop as investment adviser. Pursuant to a services agreement
with Winthrop, Wright provided investment management services directly to the
Fund and the Fund paid investment advisory fees to Wright.

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 paid indirectly 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 to Wright as described above.

Pursuant to the Portfolio Investment Advisory Contract, Wright also
furnishes for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. The Portfolio is responsible for the payment of all expenses relating
to its operations other than those expressly stated to be payable by Wright
under its Portfolio Investment Advisory Contract.

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 the Portfolio. 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 Income Trust, The Wright Managed Equity Trust, The Wright Managed
Blue Chip Series Trust, The Wright EquiFund Equity Trust, Catholic Values
Investment Trust and The Wright Blue Chip Master Portolio. He is also a director
of Aetna Master Fund. He is a member of the New York Society of Security
Analysts and the Hartford Society of Financial Analysts.

<PAGE>

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 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 and joined Wright in 1972. 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.

Amit S. Khandwala, Vice President - International Investments of Wright.
Mr. Khandwala received a BS (Economics, Accounting, International Business and
Computers) from University of Bombay, India, and an MBA (Investments, Corporate
Finance, International Finance & International Marketing) from the University of
Hartford. Mr. Khandwala has taught in the Executive MBA Program at the
University of Hartford Business School and his research on ADRs has been
published in The Journal of Portfolio Management. He was involved in
establishing the Stamford Society of Securities Analysts and is a member of the
New York Society of Security Analysts and the Hartford Society of Financial
Analysts. He joined Wright in 1986.

Charles T. Simko, Jr., Vice President - Investment Research of Wright. Mr.
Simko received a BS Mathematics from Fairfield University. He joined Wright in
1985.

Wright serves as the investment adviser to one other series in The Wright
Managed Equity Trust, two series in The Wright Managed Income Trust, the
Portfolio Trust, The Wright Managed Blue Chip Series Trust, The Wright EquiFund
Equity Trust and Catholic Values Investment Trust.

The Administrator

The Trust engages Eaton Vance as its administrator under an Administration
Agreement and the Portfolio Trust engages Eaton Vance as its administrator under
the Portfolio Administration Agreement (together, the "Administration
Agreements"). Under the Administration Agreements, Eaton Vance is responsible
for managing the legal and business affairs of the Fund and the Portfolio,
subject to the supervision of the Trust's and the Portfolio 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 necessary to conduct the Fund's and the Portfolio's
business. Eaton Vance will not provide any investment management or advisory
services to the Portfolio.

<PAGE>

For its services under the Administration Agreements, Eaton Vance receives
a monthly administration fee at the annual rates (as a percentage of average
daily net assets) set forth in the following tables:

THE FUND'S ANNUAL % ADMINISTRATION FEE RATES

$100 Million $250 Million
Under to to Over
$100 Million $250 Million $500 Million $500 Million
- -------------------------------------------------------------------------------

0.10% 0.03% 0.015% 0.010%

THE PORTFOLIO'S ANNUAL % ADMINISTRATION FEE RATES
- -------------------------------------------------------------------------------
$100 Million $250 Million
Under to to Over
$100 Million $250 Million $500 Million $500 Million
- -------------------------------------------------------------------------------

0.10% 0.03% 0.015% 0.010%

During the fiscal year ended December 31, 1996, the fee rate paid by the
Fund was 0.12%. The Portfolio did not pay administration fees in 1996.

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 $17 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly-held holding
company.

Share Purchase Alternatives

The Fund continuously offers two classes of shares designated as Standard
Shares and Institutional Shares. Standard Shares are offered with no front-end
or deferred sales charge and require a minimum initial investment of $1,000.
Standard Shares are subject to distribution fees at a rate of up to 0.25% of the
Fund's average daily net assets attributable to Standard Shares and may be
subject to service fees at a rate of up to 0.25% of such assets. Institutional
Shares are offered with no front-end or deferred sales charge, require a minimum
initial investment of $1,000,000, and are available for purchase by bank trust
departments, qualified retirement plans and other institutional investors.
Institutional Shares may be subject to service fees at a rate of up to 0.25% of
the Fund's average daily net assets attributable to Institutional Shares.

Distribution Expenses -- Standard Shares

In addition to the fees and expenses payable by the Portfolio or the Fund
in accordance with the Investment Advisory Contract and Administration
Agreements, the Fund pays for distribution expenses of the Standard Shares
pursuant to a distribution plan (the "Standard Shares Plan") adopted by the
Trust and designed to meet the requirements of Rule 12b-1 under the 1940 Act and
Section 2830 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD"). The Fund does not pay distribution expenses with
respect to the Institutional Shares.

The Standard Shares Plan provides that monies may be spent by the Fund on
any activities primarily intended to result in the sale of the Fund's Standard
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 Standard Shares Plan
may include payments to any separate distributors under agreement with the Trust
for activities primarily intended to result in the sale of the Fund's Standard
Shares.

The Trust has entered into a distribution contract with the Principal
Underwriter, a wholly owned subsidiary of Winthrop. Under the Standard Shares
Plan, as amended, the Fund will pay 0.25% of its average daily net assets
attributable to the Standard Shares to the Principal Underwriter.

For the fiscal year ended December 31, 1996, the Fund made distribution
expense payments (as an annualized percentage of average daily net assets) of
0.20% pursuant to the distribution plan then in effect.

The Principal Underwriter may use the distribution fee for its expenses of
distributing the Standard Shares, including allocable overhead expenses.
Distribution expenses not specifically attributable to the Standard Shares 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 Standard
Shares resulting from the Principal Underwriter's distribution efforts and
expenditures. If the distribution fee exceeds the Principal Underwriter's

<PAGE>

expenses, the Principal Underwriter may realize a profit from these
arrangements.

Service Plan

The Trust has adopted a service plan on behalf of the Fund (the "Service
Plan") which allows the Fund to reimburse the Principal Underwriter for payments
to intermediaries for providing account administration and personal and account
maintenance services to their customers who are beneficial owners of shares. The
services provided by these intermediaries may include acting, directly or
through an agent, as the sole shareholder of record, maintaining account records
for customers, processing orders to purchase, redeem or exchange shares for
customers, responding to inquiries from prospective and existing shareholders
and assisting customers with investment procedures. The amount of the service
fee payable under the Service Plan with respect to each class of shares of the
Fund may not exceed 0.25% annually of the average daily net assets attributable
to the respective classes.

How the Fund Values its Shares

The Trust values the shares of the Fund once on each day the New York Stock
Exchange ("NYSE" or the "Exchange") is open as of the close of regular trading
on the NYSE (normally 4:00 p.m. New York time). The net asset value per share of
each class of the Fund 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). Such determination is accomplished by dividing the number
of outstanding shares of each class of the Fund into the net assets attributable
to that class. The net asset value of each class can differ. Because the Fund
invests its assets in an interest in the Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities). The
Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) based
on market or fair value in the manner described below. Net asset value is
computed by subtracting the liabilities of the Portfolio from the value of its
total assets.

Portfolio securities traded on more than one United States national
securities exchange or foreign securities exchange are valued by the Portfolio'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 Portfolio Trust's 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 Portfolio Trust's Trustees. Securities traded
over-the-counter, unlisted securities and listed securities for which closing
sale prices are not available are valued at the mean between latest bid and
asked prices or, if such bid and asked prices are not available, at prices
supplied by a pricing agent selected by Wright, unless such prices are deemed by
Wright not to be representative of market values at the close of business of the
NYSE. Securities for which market quotations are unavailable, restricted
securities, securities for which prices are deemed by Wright not to be
representative of market values, and other assets will be appraised at their
fair value as determined in good faith under procedures established by the
Trustees of the Portfolio Trust. Short-term obligations with remaining
maturities of sixty days or less are valued at amortized cost, which
approximates market 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 and the

<PAGE>

Portfolio'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 and the
Portfolio'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 for Standard Shares, although this will be
waived for investments in 401(k) tax-sheltered retirement plans or for Automatic
Investment Program accounts, which may be established with an investment of $50
or more. The minimum initial investment for Institutional Shares is $1,000,000
which may be waived for bank trust departments, qualified retirement plans and
other institutional investors. There is no minimum amount required for
subsequent purchases, except that subsequent investments for Automatic
Investment Program accounts must be at least $50. If you do not specify the
class of shares to be purchased, your order will be rejected and your money
returned. 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; Name of Class)
(Include your Fund account number)

Initial purchase -- Upon making an initial investment by wire, an investor
must first telephone the Fund's Order Department (800) 225-6265, ext. 7750, 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
P.O. Box 5123
Westborough, Massachusetts 01581-5123

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. 7750, of each
transmission of funds by wire.

By Mail: Initial Purchases -- The Account Instructions form available
through WISDI should be completed, signed and mailed with a check, Federal
Reserve Draft, or other negotiable bank draft, drawn on a U.S. bank and payable
in U.S. dollars, to the order of the Wright International Blue Chip Equities
Fund, and mailed to the Transfer Agent at the above address.

Subsequent Purchases -- Additional purchases may be made at any time by
check, Federal Reserve draft, or other negotiable bank draft, drawn on a U.S.
bank and payable in U.S. dollars, to the order of the Fund at the above address.
The sub-account, if any, to which the subsequent purchase is to be credited
should be identified together with the sub-account number and, unless otherwise
agreed, the name of the sub-account.
<PAGE>

Automatic Investment Program -- for regular share accumulation (Standard
Share Class only): Cash investments of $50 or more may be made through the
shareholder's checking account via automatic withdrawal each month or quarter.
The $1,000 minimum initial investment and small account redemption policy are
waived for the Automatic Investment Program 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 12.
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.

Account Statements and Confirmations

Account statements indicating total shares of each class of the Fund owned
in the account or each sub-account will be mailed to investors quarterly.
Confirmations will be issued at the time of each purchase or redemption. The
issuance of shares will be recorded on the books of the Trust. The Trust does
not issue share certificates. The Trust 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 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 the Fund without imposition of any charges other than those
described in this Prospectus.

Distributions by the Fund

The Trust intends to pay dividends from the net investment income of the
Fund as shown on the Fund's books at least annually. Any net capital gains
realized from the sale of securities or other transactions in the Fund's
portfolio (reduced by any available capital loss carryforwards from prior years)
will be paid at least annually, shortly before or after the close of the Fund's
fiscal year. Shareholders may reinvest dividends and accumulate capital gains
distributions, if any, in additional shares of the Fund at the net asset value
as of the ex-dividend date. Unless shareholders otherwise instruct, all
distributions and dividends will be automatically invested in additional shares
of the Fund. Alternatively, shareholders may reinvest capital gains
distributions and direct that dividends be paid in cash, or that both dividends
and capital gains distributions be paid in cash.
<PAGE>

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.

For federal income tax purposes, distributions from the Fund's net
investment income, any excess of its net short-term capital gain over its net
long-term capital loss, and certain net realized foreign currency gains are
taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. Distributions from any excess of the Fund's net
long-term capital gain over its net short-term capital loss that the Fund
designates as "capital gain dividends" 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. It is not expected that any
portion of any dividends or distributions by the Fund will qualify for the
corporate dividends-received deduction.

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.

Redemptions (including exchanges) of shares of the Fund are taxable
transactions and may in particular cases be subject to wash sale or other
special tax rules.

The Portfolio 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 some
cases. In any taxable year in which more than 50% of the value of the Fund's
assets (including its proportionate share of the Portfolio'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 its share
of the foreign income or other qualified foreign taxes paid by the Portfolio. In
such case, shareholders may be required to include in gross income their pro
rata portion of such taxes and may 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.

Annually, shareholders of the Fund that are not exempt from information
reporting requirements will receive information on Form 1099 regarding the prior
calendar year's distributions and redemptions (including exchanges). Dividends
declared by the Fund in October, November or December 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 at the rate 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 shareholder's 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.

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.
<PAGE>

Dividends and other distributions and the value of Fund shares may, of
course, also be subject to state, local or other taxes. Shareholders should
consult their own tax advisers with respect to the state, local or other tax
consequences of investing in the Fund.

See the Fund's Statement of Additional Information for more information
regarding certain tax provisions.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of the same class of any
funds in the Trust, The Wright Managed Income Trust and Standard Shares may be
exchanged for shares of the funds in The Wright EquiFund Equity Trust. All
exchanges are made at the net asset values of the funds at the time of the
exchange without the imposition of additional charges.

This exchange privilege is available only in states where shares of the
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.

The Transfer Agent 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 the Transfer Agent. All
shareholders are automatically eligible for the telephone exchange privilege. To
effect such exchanges, call the Transfer Agent at (800) 555-0644 (this is a
recorded line), 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 the Transfer Agent 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. 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 during each year following the initial investment 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, and then
back to the Fund). The Trust believes that use of the exchange privilege by
investors utilizing market-timing strategies adversely affects the Fund.
Therefore, the Trust generally will not honor requests for exchanges, including
telephone exchanges, by shareholders who identify themselves or are identified
by the Trust as "market-timers." The Trust identifies as market-timers on its
account records those investors who repeatedly make exchanges within a short
period (even if less than four round-trips per year) while retaining Fund shares
for very short holding periods (often less than a month). The Trust does not
automatically redeem shares that are the subject of a rejected exchange request.
Such shares will only be redeemed if the Trust is specifically authorized to do
so by the shareholder.

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 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.

<PAGE>

How to Redeem or Sell Shares

Shares of the Fund will be redeemed at the next determined net asset value
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. If a shareholder owns both Standard Shares and Institutional Shares and
fails to specify which class should be redeemed, Institutional Shares will be
redeemed. Although the Fund normally expects to make payment in cash for
redeemed shares, the Trust, subject to compliance with applicable regulations,
has reserved the right to pay the redemption price of shares of the Fund, either
totally or partially, by a distribution in kind of securities. The securities so
distributed would be valued pursuant to the Fund's valuation procedures. If a
shareholder received a distribution in kind, the shareholder could incur
brokerage or other charges in converting the securities to cash. For federal and
state income tax purposes, a redemption of shares is a taxable transaction.

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 redeeming $50,000 or less may effect their redemption by calling
the Fund's Transfer Agent at (800) 555-0644 (9:00 a.m. to 4:00 p.m. Eastern time
if the redemption involves shares on deposit with the Transfer Agent). Payment
will be made by check to the address of record. Telephone instructions will be
tape recorded. Shareholders redeeming more than $50,000 may effect a redemption
by calling the Fund's Order Department at (800) 225-6265, ext. 7750 (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 Fund. However,
in times of drastic economic or market changes, a telephone redemption may be
difficult to implement. At such times, a shareholder may redeem shares by mail
or by faxing a redemption request to (617) 348-2932.

When calling to make a telephone redemption, shareholders should have
available their account number and the class of shares they are redeeming. 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 the Transfer Agent 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.

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
5123, Westborough, Massachusetts 01581-5123. As in the case of telephone
requests, payments will normally be made within one business day after receipt
of the redemption request in good order. Good order means that the written
redemption requests or stock powers must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to the
Transfer Agent. 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

<PAGE>

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 described
under "How the Fund Values its Shares" and may be more or less than a
shareholder's cost depending upon the market value of portfolio securities at
the time the redemption is made. If the amount of the Fund's shares to be
redeemed for a shareholder or a sub-account within a 90-day period exceeds the
lesser of $250,000 or 1% of the aggregate net asset value of the Fund at the
beginning of such period, the Fund reserves the right to deliver all or any part
of such excess in the form of portfolio securities. If portfolio securities were
distributed in lieu of cash, the shareholder would normally incur transaction
costs upon the disposition of any such securities.

Due to the relatively high cost of maintaining small accounts, the Fund
reserves the right to redeem fully at net asset value any account (including
accounts of clients of fiduciaries) which at any time, due to redemption or
transfer, amounts to less than $1,000 for Standard Share accounts or $500,000
for Institutional Share accounts; any shareholder who makes a partial redemption
which reduces his Standard Share account to less than $1,000 or $500,000 for
Institutional Share account 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 or $500,000 for
Standard Share or Institutional Share accounts, respectively. Thus, a Standard
Share 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. Each class'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 each class
in the Fund will fluctuate over time, and the performance of each class will
differ because each class bears different expenses. Any presentation of the
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. If Fund expenses were reduced by Wright, WISDI or Eaton Vance, a
class's performance would be higher.

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
May 1, 1997.

The Trust reserves the right to create and issue multiple series of shares,
or classes of these series, which are separately managed and have different
investment objectives. The Trustees have authorized the issuance of two classes
of shares of the Fund designated as Standard Shares and Institutional Shares.
The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution fees
and other expenses. Also, each class of shareholders has exclusive voting rights
with respect to its distribution plans, if any.

The Trust is not required and does not intend to hold annual meetings of
shareholders, although special meetings may be held for such purposes as
electing or removing trustees, changing fundamental policies or approving a
management

<PAGE>

contract. The Trust, under certain circumstances, will assist in
shareholder communications with other Trust shareholders.

The Portfolio is organized as a series of The Wright Blue Chip Master
Portfolio (the "Portfolio Trust") under the laws of the State of New York. The
Portfolio intends to be treated as a separate partnership for federal tax
purposes. The Portfolio Trust and the Trust intend to comply with all applicable
federal and state securities laws.

The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for substantial growth in the assets of the
Portfolio, affords the potential for economies of scale for the Fund (at least
when the assets of its Portfolio exceed $500 million) and may over time result
in lower expenses for the Fund.

In addition to selling an interest to the Fund, the Portfolio may sell
interests to other affiliated and non-affiliated mutual funds or institutional
investors. Such investors will invest in the Portfolio on the same terms and
conditions and will pay a proportionate share of the Portfolio's expenses.
However, the other investors investing in the Portfolio are not required to sell
their shares at the same public offering price as the Fund due to variations in
sales commissions and other operating expense. These differences may result in
differences in returns experienced by investors in the various funds that invest
in the Portfolio. Such differences in returns are also present in other mutual
fund structures, including funds that have multiple classes of shares.
Information regarding other pooled investment entities or funds which invest in
the Portfolio may be obtained by contacting the Administrator, 24 Federal
Street, Boston, Massachusetts 02110, (617) 482-8260.

Whenever the Fund as an investor in the Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
Trust without investor approval), the Fund will hold a meeting of Fund
shareholders and will vote its interest in the Portfolio for or against such
matters proportionately to the instructions to vote for or against such matters
received from Fund shareholders. The Fund will vote shares for which it receives
no voting instructions in the same proportion as the shares for which it
receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If securities
are distributed, the Fund could incur brokerage, tax or other charges in
convening the securities to cash. In addition, the distribution in kind may
result in a less diversified portfolio of investments or adversely affect the
liquidity of the Fund. Notwithstanding the above, there are other means for
meeting shareholder redemption requests, such as borrowing.

The Fund may withdraw (completely redeem) all its assets from the Portfolio
at any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. In the event the Fund withdraws all of its
assets from the Portfolio, or the Board of Trustees of the Trust determines that
the investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, the Trustees would consider what action might
be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objective. The Fund's investment performance
may be affected by a withdrawal of all its assets from the Portfolio.

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 and the
small account redemption policy 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 International
Blue Chip Equities Fund

PROSPECTUS
May 1, 1997

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
P.O. Box 5123
Westborough, Massachusetts 01581-5123

Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110

24 Federal Street
Boston, Massachusetts 02110

Wright
International
Blue Chip
Equities Fund

Split Globe
Logo Here

PROSPECTUS

May 1, 1997

<PAGE>

PART B
Information Required in a Statement of Additional Information

STATEMENT OF ADDITIONAL INFORMATION
STANDARD SHARES
INSTITUTIONAL SHARES
MAY 1, 1997

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 and the Portfolio Trust....... 2
Additional Investment Information.................................... 2
Officers and Trustees................................................ 6
Control Persons and Principal Holders of Shares...................... 8
Investment Advisory and Administrative Services...................... 8
Custodian............................................................ 10
Independent Certified Public Accountants............................. 11
Brokerage Allocation................................................. 11
Principal Underwriter................................................ 12
Service Plan......................................................... 13
Performance Information.............................................. 14
Taxes ............................................................ 14
Financial Statements................................................. 15
Appendix ...............................................................16

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, 1997, 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 and the Portfolio 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 the Trust or, if the interests of a
particular series or class of a series are affected, a majority of that series'
or class's outstanding shares. The Trustees are authorized to make amendments to
the Declaration of Trust that do not have a material adverse effect on the
financial interests of shareholders. The Fund may be terminated upon the sale of
the Fund's assets to another diversified open-end management investment company,
if approved by the vote of a majority of the Trustees. The Trust or a series or
class may be terminated upon liquidation and distribution of the assets of the
Trust or series or class, if approved by a majority of the Trustees. If not so
terminated, the Trust or series or class 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 Investment Adviser does not
consider this risk to be material.

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 Major Blue Chip Equities Fund, that are being offered pursuant to a
separate prospectus and statement of additional information.

The Portfolio is a series of the Portfolio Trust, a newly formed trust
which, like the Trust, is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Portfolio Trust was organized as a trust under the laws of the State of New York
on March 18, 1997.

Interests in the Portfolio Trust have no preemptive or conversion rights,
and are fully paid and non-assessable except as described in the Prospectus. The
Portfolio Trust normally will not hold meetings of holders of such interests
except as required under the 1940 Act. The Portfolio Trust would be required to
hold a meeting of holders in the event that at any time less than a majority of
its Trustees holding office had been elected by holders. The Trustees of the
Portfolio Trust continue to hold office until their successors are elected and
have qualified. Trustees may be removed by a majority vote of the interests held
by holders in the Portfolio Trust qualified to vote in the election. The 1940
Act requires the Portfolio Trust to assist its holders in calling such a
meeting. Upon liquidation of the Portfolio, holders in the Portfolio would be
entitled to share pro rata in the net assets of the Portfolio available for
distribution to holders.

Each holder in the Portfolio Trust is entitled to a vote in proportion to
its percentage interest in the Portfolio Trust.

<PAGE>

Additional Investment Information

The Fund seeks to achieve its investment objective by investing its assets
in the Portfolio which has the same investment objective.

Foreign Investments

Foreign Securities. The Portfolio 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 Portfolio may
invest may affect the Portfolio'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 Portfolio's
ability to effect portfolio transactions. 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 Portfolio, 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 Portfolio may engage in foreign
currency exchange transactions. Investments in securities of foreign governments
and companies whose principal business activities are located outside of the
United States will frequently involve currencies of foreign countries. In
addition, assets of the Portfolio may temporarily be held in bank deposits in
foreign currencies during the completion of investment programs. Therefore, the
value of the Portfolio'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 Portfolio values its assets daily in
U.S. dollars, the Portfolio does not intend to convert its holdings of foreign
currencies into U.S. dollars on a daily basis. The Portfolio 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 Portfolio 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 Portfolio at one rate, while offering a lesser rate of exchange should
the Portfolio desire to resell that currency to the dealer. The Portfolio does
not intend to speculate in foreign currency exchange rates.

As an alternative to spot transactions, the Portfolio 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.

<PAGE>

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 Portfolio 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 Portfolio may enter into forward contracts only under two
circumstances. First, when the Portfolio 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 Portfolio 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 Portfolio's investment adviser believes that the currency
of a particular foreign country may suffer a substantial decline against the
U.S. dollar, the Portfolio 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 Portfolio does not intend to enter into forward
contracts for such hedging purposes on a regular or continuous basis. The
Portfolio will also not enter into such forward contracts or maintain a net
exposure to such contracts if the contracts would obligate the Portfolio to
deliver an amount of foreign currency in excess of the value of the Portfolio's
securities or other assets denominated in that currency.

The Portfolio's custodian will place cash or liquid securities in a
segregated account. The amount of such segregated assets will be at least equal
to the value of the Portfolio'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 account will equal the amount of the Portfolio's commitments with respect to
such contracts.

The Portfolio generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, the Portfolio
may elect to sell the portfolio security and make delivery of the foreign
currency. Alternatively, the Portfolio 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 Portfolio to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the Portfolio intends to sell
the security and the market value of the security is less than the amount of
foreign currency that the Portfolio 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 Portfolio is obligated to deliver.

If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will

<PAGE>

incur a gain or a loss (as described below) to the extent that there has
been a change in forward contract prices. If the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio will not speculate in forward contracts and will limit its
use of such contracts to the transactions described above. Of course, the
Portfolio 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 Portfolio'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 Portfolio can achieve at some future time.
Additionally, although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, they also tend to limit any
potential gain which might be realized if the value of such currency increases.

Lending Portfolio Securities

The Portfolio would have the right to call a loan and obtain the securities
loaned at any time on up to five business days' notice. The Portfolio 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 the Fund and the Portfolio and may be changed only by the vote of a
majority of the Fund's and the Portfolio'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 or the interests in the Portoflio, as the case may be,
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 or interests in the
Portfolio, as the case may be. Accordingly, the Fund (Portfolio) may not:

(1) Borrow money or issue senior securities except as permitted by the
Investment Company Act of 1940. In addition, the Fund or Portfolio may
not issue bonds, debentures or senior equity securities, other than
shares of beneficial interest;

(2) With respect to 75% of the total assets of the Fund or Portfolio,
purchase the securities of any issuer if such purchase would cause more
than 5% of its total assets (taken at market value) to be invested in
the securities of such issuer, or purchase securities of any issuer if
such purchase would cause more than 10% of the total voting securities
of such issuer to be held by the Fund or Portfolio, except obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities;

(3) Purchase securities on margin (but the Fund or Portfolio may obtain
such short-term credits as may be necessary for the clearance of
purchase and sales of securities);

(4) Purchase or sell real estate, although the Fund or Portfolio may
purchase and sell securities which are secured by real estate and
securities of companies which invest or deal in real estate;

(5) Purchase or sell commodities or commodity contracts for the purchase or
sale of physical commodities other than currency, excluding financial
futures contracts and options on these financial futures contracts;

<PAGE>

(6) Make an investment in any one industry that would cause investments in
such industry to equal or exceed 25% of the Fund's or Portfolio's total
assets taken at market value at the time of such investment (other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities);

(7) Underwrite or participate in the marketing of securities of others; and

(8) Make loans to any person except by (a) the acquisition of debt
securities and making portfolio investments, (b) entering into
repurchase agreements, or (c) lending portfolio securities.

Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.

Nonfundamental Investment Restrictions. In addition to the foregoing
fundamental investment restrictions, the Fund and the Portfolio have adopted the
following nonfundamental policies which may be amended or rescinded by the vote
of the Trust's or the Portfolio Trust's Board of Trustees without shareholder or
interest holder approval. The Fund (Portfolio) may not:

(a) Invest more than 15% of the Fund's or Portfolio's net assets in
illiquid investments, including repurchase agreements maturing in more
than seven days, securities which are not readily marketable and
restricted securities not eligible for resale pursuant to Rule 144A
under the 1933 Act.

(b) Purchase additional securities if the Fund's or Portfolio's borrowings
exceed 5% of its total assets;

(d) For the purpose of fundamental investment restriction (6),the Fund and
the Portfolio consider utility companies, gas, electric, water and
telephone companies as separate industries;

Except for the restriction on borrowing, a percentage restriction contained
in the Fund's or Portfolio'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 or Portfolio'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. The officers and
Trustees of the Portfolio Trust are identical to those of the Trust. 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, the Portfolio 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, the Portfolio
Trust, Wright, Winthrop, Eaton Vance, BMR, EVC or EV, are indicated by an
asterisk (*).

PETER M. DONOVAN (54), 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. (70), Vice President, Secretary and Trustee*
Retired Vice President, Chairman of the Management Committee and Chief Legal
Officer of Eaton Vance, EVC, BMR and EV and a Director of EVC and EV; Director
of Wright and Winthrop since February, 1997.
Address: 92 Reservoir Avenue, Chestnut Hill, MA 02167

<PAGE>

WINTHROP S. EMMET (86), 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 (73), 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 (60), 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 (78), 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

RICHARD E. TABER (48), Trustee
Chairman and Chief Executive Officer of First County Bank, Stamford, CT
(1989-present). Mr. Taber was appointed a Trustee of the Trust on March 18,
1997.
Address: 117 Prospect Street, Stamford, CT 06904

RAYMOND VAN HOUTTE (72), 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 (58), 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 (52), 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

WILLIAM J. AUSTIN, JR. (45), 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 (61), 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 (34), 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). 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 (39), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads. 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.
Miles), The Wright EquiFund Equity Trust, Catholic Values Investment Trust and
the Portfolio Trust. The fees and expenses of those Trustees of the Trust and
the Portfolio Trust (Messrs. Emmet, Miles, Pierce, Taber and Van Houtte) who are
not interested persons of the Trust and the Portfolio Trust are paid by the Fund

<PAGE>

and other series of the Trust and the Portfolio Trust, respectively. They also
receive additional payments from other investment companies for which Wright
provides investment advisory services. The Trustees who are employees of Wright
receive no compensation from the Trust. The Trust and the Portfoliio Trust do
not have retirement plans for the Trustees. Beginning in 1997, Mr. Brigham will
receive compensation of $1,250 from the Trust and $6,000 in total compensation
from the complex. Mr. Taber, appointed a Trustee on March 18, 1997, will receive
compensation of $1,250 from the Trust and $6,000 in total compensation from the
complex. For Trustee compensation from the Trust for the fiscal year ended
December 31, 1996 and for the total compensation paid to the Trustees from the
Wright Fund complex for the fiscal year ended December 31, 1996, see the
following table.

TRUST COMPENSATION TABLE

Aggregate Compensation Total
from The Wright Compensation
Trustees Managed Equity Trust Paid(1)
- -------------------------------------------------------------------------------

Winthrop S. Emmet $1,250 $5,000
Leland Miles $1,250 $3,750
Lloyd F. Pierce $1,250 $5,000
George R. Prefer(2) $ 750 $3,000
Raymond Van Houtte $1,250 $5,000
- -------------------------------------------------------------------------------

(1) Total compensation paid is from The Wright Managed Equity rust (4 Funds)
and the other funds in the Wright Fund complex (31 Funds) for a total
of 35 Funds.
(2) Mr. Prefer resigned as a Trustee on September 18, 1996.

During the current fiscal year, the Portfolio Trust estimates payments to
its Trustees as follows:

PORTFOLIO TRUST COMPENSATION TABLE

Estimated Total
Compensation Compensation
Trustees from the Portfolio Trust Paid(1)
- -------------------------------------------------------------------------------

H. Day Brigham $ 1,250 $7,000
Winthrop S. Emmet $ 1,250 $7,000
Leland Miles $ 1,250 $6,750
Lloyd F. Pierce $ 1,250 $7,000
Richard E. Taber $ 1,250 $7,000
- -------------------------------------------------------------------------------

(1) Estimated to be paid by the Portfolio Trust and the 35 other funds in the
Wright Fund complex.

Messrs. Emmet, Miles, Pierce and Van Houtte are members of the Special
Nominating Committees of the Trustees of the Trust and the Portfolio Trust. The
Special Nominating Committees' 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, the Portfolio Trust, Eaton Vance,
Wright or Winthrop. The Trust and the Portfolio Trust do not have designated
audit committees since the full boards perform the functions of such committee.

Control Persons and
Principal Holders of Shares

As of March 31, 1997, the Trustees and officers of the Trust and the
Portfolio Trust, as a group, owned in the aggregate less than 1% of the
outstanding shares of the Fund.

As of March 31, 1997, Charles Schwab & Co., Inc., San Francisco, CA, was
the record owner of approximately 8.9% of the outstanding shares of the Fund,
which were held on behalf of their customers who were beneficial owners of such
shares. In addition, as of the same date, RWDSU Pension Plan c/o Compass Bank,
Birmingham, AL, was the record owner of approximately 10.3% of the outstanding
shares and Investors Fiduciary Trust Co. Cust., FBO Centurion Trust Company,
Kansas City, MO and Ruane & Co. c/o Tompkins County Trust Co., Ithaca, NY were
the record owners of approximately 6.9% and 5.5%, respectively, of the
outstanding shares of the Fund, which they held on behalf of their custody and
trust clients. To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of the Fund's outstanding shares as of such date.

Investment Advisory
and Administrative Services

The Portfolio has engaged Wright to act as its investment adviser pursuant
to its Portfolio Investment Advisory

<PAGE>

Contract. Wright, acting under the general supervision of the Portfolio
Trust's Trustees, furnishes the Portfolio with investment advice and management
services. The estate of John Winthrop Wright may be considered a controlling
person of Winthrop and Wright by reason of its ownership of 29% of the
outstanding shares of Winthrop. The Trustees of the Trust are responsible for
the general supervision of the Fund's business and the Trustees of the Portfolio
Trust are responsible for the general supervision of the Portfolio's business.
Wright has arranged for certain members of the Eaton Vance and Wright
organizations to serve without salary as officers or Trustees of the Trust and
the Portfolio Trust.

Pursuant to the Portfolio Investment Advisory Contract, Wright will carry
out the investment and reinvestment of the assets of the Portfolio, will furnish
continuously an investment program with respect to the Portfolio, will determine
which securities should be purchased, sold or exchanged, and will implement such
determinations. Wright will furnish to the Portfolio investment advice and
management services, office space, equipment and clerical personnel, and
investment advisory, statistical and research facilities. In return for these
services, the Portfolio is obligated to pay a monthly advisory fee calculated at
the rates set forth in the Fund's current Prospectus. Prior to May 1, 1997, the
Fund invested directly in securities and engaged the services of Winthrop as
investment adviser. Pursuant to a services agreement with Winthrop, Wright
provided portfolio management services directly to the Fund and the Fund paid
investment advisory fees to Wright. As of December 31, 1996, the Fund had net
assets of $268,732,339. For the fiscal years ended December 31, 1996, 1995 and
1994, the Fund paid Wright advisory fees of $1,847,061, $1,682,897 and
$1,394,066, respectively (equivalent to 0.77% of the average daily net assets
for each such year).

The Trust has engaged Eaton Vance to act as the administrator for the Fund
pursuant to an Administration Agreement. The Portfolio Trust has engaged Eaton
Vance to provide administrative services to the Portfolio pursuant to the
Portfolio Administration Agreement. Eaton Vance receives monthly administration
fees for its services to the Portfolio and the Fund at the annual rates set
forth in the Fund's current Prospectus. For the fiscal years ended December 31,
1996, 1995 and 1994, the Fund paid Eaton Vance administration fees of $282,614,
$270,853 and $248,916, respectively. The Portfolio Trust did not commence
operations until May 1, 1997 and paid no administration fees to Eaton Vance as
of December 31, 1996.

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, 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, Mr. Gardner is
vice chairman and Mr. Hawkes 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, 1997, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Thomas E.Faust,
Jr. 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 or officers and Directors of EVC and EV. As of April 30, 1997,
Messrs. Clay, Gardner and Hawkes each owned 24% of such voting trust receipts
and Messrs. Rowland and Faust owned 15% and 13%, respectively, of such voting
trust receipts. 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
Agreements.

<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.

In addition to the fees payable to the service providers described herein,
the Fund and the Portfolio are responsible for usual and customary expenses
associated with their respective operations not otherwise payable by Wright or
Eaton Vance. These include, among other things, organization expenses, legal
fees, audit and accounting expenses, insurance costs, the compensation and
expenses of the Trustees, interest, taxes and extraordinary expenses (such as
for litigation). For the Fund, such expenses also include printing and mailing
reports, notices and proxy statements to shareholders and registration fees
under federal securities laws and the cost of providing required notices to
state securities administrators. For the Portfolio, such expenses also include
registration fees under foreign securities laws and brokerage commissions.

The Portfolio Trust's Portfolio Investment Advisory Contract and Portfolio
Administration Agreement will remain in effect until February 28, 1999. The
Portfolio's Investment Advisory Contract may be continued with respect to the
Portfolio from year to year thereafter so long as such continuance after
February 28, 1999 is approved at least annually (i) by the vote of a majority of
the Trustees who are not "interested persons" of the Portfolio 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 Portfolio
Trust or by vote of a majority of the outstanding interests of the Portfolio.
The Portfolio Administration Agreement will continue in effect until February
28, 1998 and from year to year thereafter if approved by a majority of the
Portfolio Trust's Trustees. The Trust's Administration Agreement may be
continued from year to year after February 28, 1998 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 or Portfolio, as the case may be, 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
or the interests of the Portfolio, as the case may be, 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 or Portfolio Trust,
as the case may be, under such agreement on the part of Eaton Vance or Wright,
Eaton Vance or Wright will not be liable to the Trust or Portfolio Trust, as the
case may be, for any loss incurred.

Custodian

Investors Bank & Trust Company ("IBT"), 89 South Street, Boston,
Massachusetts, acts as custodian for the Fund and the Portfolio. IBT has the
custody of all cash and securities representing the Fund's interest in the
Portfolio, has custody of all the Portfolio's assets, maintains the general
ledgers of the Portfolio and the Fund and computes the daily net asset value of
the interests in the Portfolio and the net asset value per share of the Fund.In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Fund and the Portfolio. 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.

<PAGE>

Independent Certified
Public Accountants

Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, are the
Trust's and the Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio
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 Portfolio 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 Portfolio'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 Portfolio's portfolio orders may be placed the
fact that such firm has sold or is selling shares of the Fund or of other
investment companies sponsored by Wright. This policy is consistent with a rule
of the National Association of Securities Dealers, Inc., which rule provides
that no firm which is a member of the Association shall favor or disfavor the
distribution of shares of any particular investment company or group of
investment companies on the basis of brokerage commissions received or expected
by such firm from any source.

Under the Portfolio'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.

<PAGE>

The Portfolio'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
Portfolio 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, 1994, 1995 and 1996, the Fund
paid aggregate brokerage commissions of $722,613, $241,321 and $495,678,
respectively, on portfolio transactions.

Principal Underwriter

The Trust has adopted a Distribution Plan (the "Plan") on behalf of the
Fund's Standard Shares as defined in Rule 12b-1 under the 1940 Act. The Plan
specifically authorizes the Fund to pay 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 the Fund's Standard
Shares. The expenses of such activities will not exceed 0.25% per annum of the
Fund's average daily net assets attributable to the Standard Shares. Payments
under the Plan are reflected as an expense in the Fund's financial statements
relating to the applicable class of shares.

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 Standard Shares and Institutional Shares.

The Fund will pay 0.25% of its average daily net assets attributable to
Standard Shares to WISDI for distribution activities on behalf of the Fund in
connection with the sale of its Standard Shares. WISDI will provide on a
quarterly basis documentation concerning the expenses of such activities.
Documented expenses of the Fund may 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, advertising of any type intended to enhance the sale of Standard
Shares of the Fund and interest or other financing charges. Subject to the 0.25%
per annum limitation imposed by the Plan, the Fund may pay separately for
expenses of activities primarily intended to result in the sale of the Fund's
Standard 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.

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 Standard
Shares issued by the 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 Standard Shares
issued by the Fund, they will be considered to be expenses contemplated by and

<PAGE>

included in the applicable Plan but not subject to the 0.25% per annum
limitation described above.

Under the Trust's Plan, the President or Vice President of the Trust will
provide to the Trustees for their review, and the Trustees will 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, 1996, 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 1996

Printing Commis-
& Mailing Travel sions & Adminis-
Pro- Pros- & Enter- Service tration &
motional pectuses tainment Fees Other TOTAL
------- ------- ------- ------- ------- -------

$119,254 $13,408 $24,412 $98,648 $222,039 $477,861

For the fiscal year ended December 31, 1996, the Fund paid WISDI
distribution expenses of $477,861 (equivalent to 0.20% of the Fund's average net
assets for such year). Only a single class of shares was outstanding on December
31, 1996.

Under its terms the 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's Standard Shares without approval of a
majority of the outstanding voting securities of the Fund's Standard Shares and
all material amendments of the Plan must also be approved by the Trustees of the
Trust in the manner described above. The Plan may be terminated at any time as
to the Fund's Standard Shares 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's Standard Shares. So long as the 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 Fund and its Standard class
shareholders.

Service Plan

The Service Plan was adopted by the Trustees on behalf of the Fund and will
continue in effect from year to year, provided such continuance is approved
annually by a vote of the Trust's 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 Service Plan. The Service Plan may be
terminated at any time without payment of any penalty by vote of a majority of
the Trust's Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the Service Plan. The
Trustees of the Trust have determined that in their judgment there is a
reasonable likelihood that the Service Plan will benefit the Fund and the Fund's
holders of Standard Shares and Institutional Shares.

Performance Information

The average annual total return of each class 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 class 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 class during that
period. This calculation assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment

<PAGE>

dates during the period. Only a single class of shares of the Fund was
outstanding as of December 31, 1996.

The average annual total return of the Fund for the one and five-year
periods ended December 31, 1996 and the period from inception to December 31,
1996 was as follows:

Inception to Inception
One Year Five Years 12/31/96(1) Date
-------- -------- ---------- --------

20.73% 10.69% 9.15% 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 total return of each class may be compared to the Consumer Price Index
and various domestic securities indices. The total return of each class 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 performance of each class 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.

Taxes

In order to qualify as a regulated investment company for any taxable year
under the Internal Revenue Code of 1986, as amended (the "Code"), as described
in the Fund's prospectus, the Fund must meet certain requirements with respect
to the sources of its income, the diversification of its assets, and the
distribution of its income to shareholders. In satisfying these requirements,
the Fund will treat itself as owning its proportionate share of each of the
Portfolio's assets and as entitled to the income of the Portfolio properly
attributable to such share. Because the Fund invests in the Portfolio, the
Portfolio normally must satisfy the applicable source of income and
diversification requirements in order for the Fund to satisfy them. The
Portfolio will allocate among its investors, including the Fund, the Portfolio's
net investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit in a manner intended to comply with the
Code and applicable regulations. The Portfolio will make moneys available for
withdrawal at appropriate times and in sufficient amounts to enable the Fund to
satisfy the tax distribution requirements the Fund must satisfy in order to
avoid liability for federal income and/or excise tax.

As a partnership under the Code, the Portfolio does not pay federal income
or excise taxes. The Portfolio also does not expect to be required to pay any
state income or corporate excise or franchise taxes in Massachusetts or New
York.

In order to avoid federal excise tax, the Fund must distribute (or be
deemed to have distributed) by December 31 of each 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 for 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. As of December 31, 1996, the Fund had no
capital loss carry forwards.

The Portfolio'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 securities and convert capital gains or losses into
ordinary income or losses. These rules may therefore affect the

<PAGE>

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 gross income for each
taxable year from gross gains from the sale or other disposition of securities
and certain other investments held for less than three months, and the Portfolio
will limit its transactions in securities and other investments (including
certain currency options, futures or forward contracts) to the extent necessary
for the Fund to comply with this requirement.

Certain foreign exchange gains or losses realized by the Portfolio and
allocated to the Fund will be treated as ordinary income and losses. Certain
uses of foreign currency and foreign currency contracts, and equity investments
by the Portfolio in certain "passive foreign investment companies," may be
limited, or in the latter case a tax election (if available) may be made, in
order to avoid the imposition of a tax on the Fund.

The Fund may follow the tax accounting practice known as equalization,
which may affect the amount, timing and character of its distributions to
shareholders.

Special tax rules apply to IRA and other retirement plan 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.

Redemptions (including exchanges) and other dispositions of Fund shares in
transactions that are treated as sales for tax purposes will generally result in
the recognition of taxable gain or loss by shareholders that are subject to tax.
Shareholders should consult their own tax advisers with reference to their
individual circumstances to determine whether any particular redemption,
exchange or other disposition of Fund shares is properly treated as a sale for
tax purposes, as this discussion assumes. Any loss realized upon the redemption,
exchange or other sale of shares of the Fund with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
distributions of long-term capital gains designated as capital gain dividends
with respect to such shares. All or a portion of a loss realized upon the
redemption, exchange or other sale of Fund shares may be disallowed under "wash
sale" rules to the extent shares of the Fund are purchased (including shares
acquired by means of reinvested dividends) within the period beginning 30 days
before and ending 30 days after the date of such redemption, exchange or other
sale.

Financial Statements

The audited financial statements of, and the independent auditors'
report for the Fund appear in the Fund's most recent annual report to
shareholders and are incorporated by reference into this Statement of Additional
Information. A copy of the annual report accompanies this Statement of
Additional Information.

Registrant incorporates by reference the audited financial information for
the Fund for the fiscal year ended December 31, 1996 as previously filed
electronically with the Securities and Exchange Commission (Accession Number
0000703499-97-000001).

<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.

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

<PAGE>

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 A
======================================
Information Required in a Prospectus

PROSPECTUS
STANDARD SHARES
INSTITUTIONAL SHARES May 1, 1997

===============================================================================

The Wright Managed Blue Chip Investment Funds

===============================================================================

The Wright Managed Blue Chip Investment Funds (the "Funds") consist of nine
series or Funds from The Wright Managed Equity Trust and The Wright Managed
Income Trust (the "Trusts"). Each Fund has distinct investment objectives and
policies which are discussed starting on page 1. The nine Funds are:
<TABLE>

<S> <C> <C>
Wright Selected Blue Chip Equities Fund Wright International Blue Chip Equities Fund Wright Total Return Bond Fund
Wright Junior Blue Chip Equities Fund Wright U.S. Treasury Fund Wright Current Income Fund
Wright Major Blue Chip Equities Fund Wright U.S. Treasury Near Term Fund Wright U.S. Treasury Money Market Fund
</TABLE>

- -------------------------------------------------------------------------------

Each of Wright Selected Blue Chip Equities Fund, Wright Junior Blue Chip
Equities Fund, Wright International Blue Chip Equities Fund, Wright U.S.
Treasury Fund, Wright U.S. Treasury Near Term Fund and Wright Current Income
Fund (the "Feeder Funds") invests its assets in a corresponding diversified
series ("Portfolio") of The Wright Blue Chip Master Portfolio Trust, an open-end
investment company (the "Portfolio Trust"), having the same investment objective
as the Fund, rather than directly investing in and managing its own portfolio of
securities. 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, 1997,
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) or from the Adviser's
web site (http://www.wisi.com). In addition, the Securities and Exchange
Commission maintains a Web site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference and other
information regarding the Funds.

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 each Trust
have considered this in approving the use of a combined Prospectus.

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. Shares of Wright U.S. Treasury Money Market
Fund are neither insured nor guaranteed by the U.S. Government and there is no
assurance that it will be able to maintain a stable net asset value of $1.00 per
share.

Table of Contents

PAGE

Shareholder and Fund Expenses.......................... ii
Financial Highlights................................... iv
The Funds and their Investment Objectives and Policies. 1
The Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund (WBC)........ 1
Wright Junior Blue Chip Equities Fund (WJBC)......... 2
Wright Major Blue Chip Equities Fund (WMBC).......... 2
Wright International Blue Chip Equities Fund ( WIBC). 3
The Wright Managed Income Trust
Wright U.S. Treasury Fund (WUSTB).................... 3
Wright U.S. Treasury Near Term Fund (WNTB)........... 3
Wright Total Return Bond Fund (WTRB)................. 4
Wright Current Income Fund (WCIF).................... 4
Wright U.S. Treasury Money Market Fund (WTMM)........ 4
Other Investment Policies.............................. 5
The Investment Adviser................................. 7
The Administrator...................................... 9
Share Purchase Alternatives............................ 10
Distribution Expenses -- Standard Shares............... 10
Service Plans.......................................... 11
How the Funds Value their Shares....................... 11
How to Buy Shares...................................... 12
Account Statements and Confirmations................... 13
Distributions by the Funds............................. 13
Taxes.................................................. 14
How to Exchange Shares................................. 15
How to Redeem or Sell Shares........................... 16
Performance Information................................ 17
Other Information...................................... 18
Tax-Sheltered Retirement Plans......................... 19

<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 for Standard Shares are based on actual
amounts incurred for the fiscal year ended December 31, 1996, except that Rule
12b-1 Distribution Expenses have been restated to reflect the increase in the
fee to 0.25% and Service Plan fees are estimated for the current fiscal year.
Total Operating Expenses for Institutional Shares are based on estimated
expenses that would have been incurred if Institutional Shares had been
outstanding for the entire fiscal year ended December 31, 1996. Institutional
Shares were first offered on May 1, 1997.
<TABLE>
<CAPTION>

Wright Wright Wright Wright
Selected Blue Chip Junior Blue Chip Major Blue Chip International Blue Chip
Equities Fund (WBC)* Equities Fund (WJBC)* Equities Fund (WMBC Equities Fund (WIBC)*
- -----------------------------------------------------------------------------------------------------------------------------------

Standard Institutional Standard Institutional Standard Institutional Standard Institutional
Shares Shares Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses none none none none none none none none

Annualized Fund Operating Expenses
(as a percentage of average net assets)
Investment Adviser Fee 0.63% 0.63% 0.54% 0.54% 0.45% 0.45% 0.77% 0.77%
Rule 12b-1 Distribution Expense
(after expense limitation) (1) 0.25% 0.00% 0.00% 0.00% 0.16% 0.00% 0.25% 0.00%
Other Expenses (including administration
and Service Plan fees) (2) 0.21% 0.25% 0.61% 0.61% 0.44% 0.44% 0.33% 0.35%
- -----------------------------------------------------------------------------------------------------------------------------------

Total Operating Expenses (after
limitations (1) 1.09% 0.88% 1.15% 1.15% 1.05% 0.90% 1.35% 1.12%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Investment Adviser and the Principal Underwriter have temporarily and
voluntarily agreed to limit the total operating expenses of WJBC and WMBC
Standard Shares to 1.15% and 1.05%, respectively. Absent this agreement, the
Rule 12b-1 Distribution Expense of WJBC and WMBC Standard Shares would be 0.25%
and 0.25%, respectively, and Total Operating Expenses of WJBC and WMBC Standard
Shares would be 1.40% and 1.14%, respectively. If credits resulting from cash
balances maintained with Investors Bank & Trust Company were reflected in the
table above, the Total Operating Expenses for WJBC and WMBC Standard Shares
would be 1.15% and 1.05%, respectively.

(2) Administration fees for WBC, WJBC, WMBC and WIBC were 0.12%, 0.20%, 0.20%,
and 0.12%, respectively. Service Plan fees for the current fiscal year for
Institutional Shares of WBC, WJBC, WMBC and WIBC are estimated to be 0.04%,
0.01%, 0.01% and 0.02%, respectively.

* For the Feeder Funds, the table and the example summarize the aggregate
expenses of the Feeder Funds and the Portfolios.
<TABLE>
<CAPTION>

Wright Wright Wright Wright U.S. Treasury
U.S. Treasury U.S. Treasury Total Return Current Money
Fund Near Term Fund Bond Fund Income Fund Market Fund
(WUSTB)* (WNTB)* (WTRB) (WCIF)* (WTMM)
- ----------------------------------------------------------------------------------------------------------------------------------

Standard Institutional Standard Institutional Standard Standard Institutional
Shares Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses none none none none none none none none

Annualized Fund Operating Expenses
(as a percentage of average net assets)
Investment Adviser Fee (after
fee limitation) 0.40% 0.40% 0.42% 0.42% 0.41% 0.40% 0.40% 0.13%
Rule 12b-1 Distribution Expense
(after expense limitation)(1) 0.15% 0.00% 0.25% 0.00% 0.25% 0.25% 0.00% none
Other Expenses (including administration
and Service Plan fees) (2) 0.35% 0.37% 0.19% 0.21% 0.22% 0.29% 0.32% 0.32%
- ----------------------------------------------------------------------------------------------------------------------------------

Total Operating Expenses
(after limitations) (1) 0.90% 0.77% 0.86% 0.63% 0.88% 0.94% 0.72% 0.45%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Investment Adviser and the Principal Underwriter have temporarily and
voluntarily agreed to limit the total operating expenses of WUSTB and WTMM to
0.90% and 0.45%, respectively. Absent this agreement, the Investment Adviser
Fee, the Rule 12b-1 Distribution Expense and Total Operating Expenses would be
0.40%, 0.25% and 1.00% for Standard Shares of WUSTB and Investment Adviser Fee
and Total Operating Expenses for WTMM would be 0.35% and 0.67%, respectively.

(2) Administration fees for WUSTB, WNTB, WTRB, WCIF and WTMM were 0.10%, 0.08%,
0.09%, 0.10% and 0.07%, respectively. Service Plan fees for the current fiscal
year for Institutional Shares of WUSTB, WNTB, and WCIF are estimated to be
0.02%, 0.02% and 0.03%, respectively.

* For the Feeder Funds, the table and the example summarize the aggregate
expenses of the Feeder Funds and the Portfolios.

<PAGE>

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>
<CAPTION>

Wright Wright Wright Wright
Selected Blue Chip Junior Blue Chip Major Blue Chip International Blue Chip
Equities Fund (WBC) Equities Fund (WJBC) Equities Fund (WMBC Equities Fund (WIBC)
- -------------------------------------------------------------------------------------------------------------------------------

Standard Institutional Standard Institutional Standard Institutional Standard Institutional
Shares Shares Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 11 $ 9 $ 12 $ 12 $ 11 $ 9 $ 14 $ 11
3 Years 35 28 37 37 33 29 43 36
5 Years 60 49 63 63 58 50 74 62
10 Years 133 108 140 140 128 111 162 136
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Wright Wright Wright Wright U.S. Treasury
U.S. Treasury U.S. Treasury Total Return Current Money
Fund Near Term Fund Bond Fund Income Fund Market Fund
(WUSTB) (WNTB) (WTRB) (WCIF) (WTMM)
- ----------------------------------------------------------------------------------------------------------------------------------

Standard Institutional Standard Institutional Standard Standard Institutional
Shares Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 9 $ 8 $ 9 $ 6 $ 9 $ 10 $ 7 $ 5
3 Years 29 25 27 20 28 30 23 14
5 Years 50 43 48 35 49 52 40 25
10 Years 111 95 106 79 108 115 89 57
- -----------------------------------------------------------------------------------------------------------------------------------
</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 assume a 5% annual return, but actual return
will vary.

A Fund's payment of a distribution fee for Standard Shares may result in a
long-term shareholder indirectly paying more than the economic equivalent of the
maximum initial sales charge permitted under the Conduct Rules of the National
Association of Securities Dealers, Inc. Wright U.S. Treasury Money Market Fund
does not pay a distribution fee.

Each Feeder Fund invests exclusively in its corresponding Portfolio. Other
investment companies with different distribution arrangements and fees may
invest in the Portfolios in the future.

<PAGE>

Financial Highlights

The following information should be read in conjunction with the audited
financial statements that appear in the Funds' annual reports to shareholders.
The Funds' financial statements have been audited by Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing.
The financial statements and the independent auditors' reports are incorporated
by reference into the Statement of Additional Information. Further information
regarding the performance of a Fund is contained in the 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. Institutional Shares were not offered prior to December 31, 1996 and
no financial highlights are available for Institutional Shares.
<TABLE>
<CAPTION>

The Wright Managed Equity Trust

WRIGHT SELECTED Year Ended December 31, Standard Shares
--------------------------------------------------------------------------------------
BLUE CHIP EQUITIES FUND 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
----------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $16.830 $ 13.850 $ 14.920 $14.790 $17.180 $ 13.840 $ 15.370 $13.760 $12.120 $14.040
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (Loss) from Investment Operations:
Net investment income(1)......... $ 0.204 $ 0.226 $ 0.233 $ 0.196 $ 0.222 $ 0.267 $ 0.323 $ 0.368 $ 0.315 $ 0.292
Net realized and unrealized gain
(loss) on investments........... 2.886 3.904 (0.763) 0.104 0.498 4.553 (0.843) 2.922 2.250 (0.557)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 3.090 $ 4.130 $ (0.530)$ 0.300 $0.720 $ 4.820 $(0.520) $ 3.290 $ 2.565 $(0.265)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $(0.200)$(0.200) $(0.180) $(0.170) $0.200)$ (0.250)$(0.320) $(0.310)$(0.275)$ (0.340)
From net realized gain on
investments.................... (1.990) (0.840) (0.360) -- (2.910) (1.230) (0.690) (1.370) (0.650) (1.315)
In excess of net realized gain on
investments(3).................. -- (0.110) -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions.............. $(2.190) $(1.150) $(0.540) $(0.170) (3.110) $ (1.480) $(1.010) $(1.680)$(0.925)$ (1.655)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $17.730 $ 16.830 $ 13.850 $14.920 $14.790 $ 17.180 $ 13.840 $15.370 $13.760 $12.120
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return(2).................... 18.57% 30.34% (3.52%) 2.06% 4.71% 35.98% (3.30%) 24.57% 21.31% (1.83%)
Ratios/Supplemental Data
Net assets, end of year
(000 omitted)...................$208,166 $217,588 $186,016 $175,481 $152,997 $167,900 $108,571 $120,345 $114,042 $99,200
Ratio of expenses to average daily net
assets.......................... 1.04% 1.04% 1.03% 1.03% 1.02% 1.08% 1.12% 1.11% 1.10% 1.03%
Ratio of net investment income to
average daily net assets........ 1.15% 1.44% 1.57% 1.28% 1.34% 1.67% 2.28% 2.38% 2.29% 1.92%
Portfolio Turnover Rate........... 43% 44% 72% 28% 77% 72% 83% 20% 29% 30%
Average commission rate paid (4) . $0.0497 -- -- -- -- -- -- -- -- --

(1) During the year ended December 31, 1987, 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
=======
Ratios (As a percentage of average daily net assets):
Expenses......................... 1.09%
=======
Net investment income............ 1.86%
=======

(2) 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.
(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.
(4) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.

</TABLE>

WRIGHT JUNIOR Year Ended December 31, Standard Shares
--------------------------------------------------------------------------------------
BLUE CHIP EQUITIES FUND 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $10.850 $ 11.000 $ 11.950 $11.690 $14.720 $ 11.500 $ 13.020 $12.450 $11.030 $12.730
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (Loss) from Investment Operations:
Net investment income(1)......... $ 0.067 $ 0.120 $ 0.101 $ 0.101 $ 0.045 $ 0.072 $ 0.111 $ 0.177 $ 0.197 $ 0.131
Net realized and unrealized gain
(loss) on investments........... 1.738 1.977 (0.431) 0.809 0.315 4.118 (1.491) 1.723 1.478 (0.671)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total income (loss) from investment
operations.................... $ 1.805 $ 2.097 $ (0.330)$ 0.910 $ 0.360 $ 4.190 $(1.380) $ 1.900 $ 1.675 $(0.540)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $(0.100)$ (0.100) $(0.100) $(0.060)$(0.030) $(0.070) $(0.140) $(0.150) $ (0.175)$ 0.150)
From net realized gain on
investments.................... (3.695) (1.030) (0.520) (0.590) (3.360) (0.900) -- (1.180) (0.080) (1.010)
In excess of net realized gain
on investments(4)............... -- (1.117) -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions.............. $(3.795) $ (2.247) $(0.620) $(0.650)$(3.390) $(0.970) $(0.140) $(1.330) $(0.255)$ (1.160)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $ 8.860 $ 10.850 $ 11.000 $11.950 $11.690 $ 14.720 $ 11.500 $13.020 $12.450 $11.030
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return(3).................... 17.53% 20.51% (2.75%) 7.93% 3.28% 36.98% (10.61%) 15.61% 15.21% (3.58%)
Ratios/Supplemental Data
Net assets, end of year
(000 omitted)..................$ 14,029 $ 25,993 $ 37,124 $68,226 $ 64,635 $120,911 $ 63,385 $ 98,593 $121,644 $ 95,808
Ratio of expenses to average daily net
assets (1)...................... 1.20%(2) 1.17%(2) 1.11% 1.09% 1.07% 1.10% 1.14% 1.10% 1.08% 1.03%
Ratio of net investment income to
average daily net assets (1) ... 0.73% 0.89% 0.91% 0.86% 0.31% 0.52% 0.95% 1.34% 1.61% 0.96%
Portfolio Turnover Rate............ 41% 40% 36% 38% 80% 60% 75% 15% 38% 58%
Average commission rate paid (5)... $0.0511 -- -- -- -- -- -- -- -- --

(1) During the two years ended December 31, 1996 and 1995, the Investment
Adviser and/or the Principal Underwriter reduced their fees 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:

1996 1995 1987
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income per share.. $ 0.048 $ 0.105 $ 0.118
======== ======== ========
Ratios (As a percentage of average net assets):

Expenses........................ 1.41% 1.28% 1.08%
======== ======== ========
Net investment income........... 0.52% 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 1.15% and 1.14% for the
years ended December 31, 1996 and 1995, respectively.
(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.
(5) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
</TABLE>

WRIGHT MAJOR BLUE CHIP Year Ended December 31, Standard Shares
--------------------------------------------------------------------------------------
EQUITIES FUND 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- --------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $12.650 $ 11.390 $ 12.720 $13.380 $14.730 $ 10.760 $ 11.290 $10.590 $ 9.710 $12.810
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (Loss) from Investment Operations:
Net investment income(1)......... $ 0.064 $ 0.153 $ 0.180 $ 0.176 $ 0.179 $ 0.175 $ 0.192 $ 0.207 $ 0.211 $ 0.233
Net realized and unrealized gain
(loss) on investments.......... 2.131 3.107 (0.295) (0.046) 0.951 3.985 (0.522) 2.163 1.394 (0.303)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total income (loss) from investment
operations.................... $ 2.195 $ 3.260 $ (0.115) $ 0.130 $1.130 $ 4.160 $(0.330) $ 2.370 $ 1.605 $ (0.070)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $(0.120)$(0.160 $ (0.160) $(0.160) $(0.160)$(0.190) $(0.200)$(0.220) $(0.185)$ (0.265)
From net realized gain on
investments................... (2.275) (1.840) (1.055) (0.625) (2.320) -- -- (1.450) (0.540) (2.765)
In excess of net realized gains(4) -- -- -- (0.005) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions.............. $(2.395)$(2.000)$(1.215) $(0.790) $(2.480)$(0.190)$(0.200) $(1.670) $(0.725)$ (3.030)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $12.450 $ 12.650 $ 11.390 $12.720 $13.380 $ 14.730 $ 10.760 $11.290 $10.590 $ 9.710
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return (3)................... 17.63% 28.98% (0.70%) 1.00% 8.02% 38.90% (2.89%) 23.02% 16.66% 1.01%

Ratios/Supplemental Data
Net assets, end of year
(000 omitted)..................$ 25,815 $49,134 $ 51,085 $ 88,349 $81,674 $ 80,065 $ 44,293 $ 50,193 $ 60,989 $ 60,579
Ratio of expenses to average daily net a
ssets (1)....................... 1.08%(2) 1.07%(2) 0.99% 0.97% 1.01% 1.03% 1.07% 1.14% 1.06% 0.96%
Ratio of net investment income to
average daily net assets (1).... 0.90% 1.19% 1.46% 1.37% 1.20% 1.34% 1.80% 1.76% 1.97% 1.61%
Portfolio Turnover Rate............ 45% 83% 55% 53% 70% 9% 18% 12% 14% 34%
Average commission rate paid (5) .. $0.0564 -- -- -- -- -- -- -- -- --

(1) The Principal Underwriter made a reduction of its fees during the years
ended December 31, 1996, 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,
---------------------------------------------------

1996 1995 1990 1989 1988 1987
-------------------------------------------------------

Net investment income per share.... $ 0.061 $ 0.150 $ 0.183 $ 0.206 $ 0.208 $ 0.222
======= ======= ======= ======= ======= =======
Ratios (As a percentage of average daily net assets):
Expenses......................... 1.12% 1.09% 1.15% 1.15% 1.08% 1.00%
======= ======= ======= ======= ======= =======
Net investment income............ 0.86% 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% for the years
ended December 31, 1996 and 1995.
(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.
(5) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.

</TABLE>

WRIGHT INTERNATIONAL Year Ended December 31, Standard Shares
------------------------------------------------------------------------------
BLUE CHIP EQUITIES FUND 1996 1995 1994 1993 1992 1991 1990 1989(2)
----------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 14.770 $13.090 $13.410 $ 10.520 $ 11.040 $ 9.520 $10.400 $10.000
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.128 $ 0.142 $ 0.127 $ 0.107 $ 0.094 $ 0.115 $ 0.164 $ 0.092
Net realized and unrealized gain (loss) on
investments..................... 2.902 1.638 (0.347) 2.853 (0.524) 1.515 (0.874) 0.353
------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations.................... $ 3.030 $ 1.780 $(0.220)$ 2.960 $(0.430) $ 1.630 $(0.710)$0.445
------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $ (0.100) $0.100) $ (0.100)$(0.070) $(0.090) $(0.110)$(0.170)$(0.045)
From net realized gains on investments (1.010) -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------

Total Distributions.............. $ (1.110)$ (0.100)$ (0.100)$(0.070) $(0.090) $(0.110)$(0.170)$(0.045)
------- ------- ------- ------- ------- ------- ------- -------

Ratios/Supplemental Data
Net assets, end of year (000 omitted) $268,732 $237,176 $200,232 $100,071 $74,409 $51,802 $18,842 $ 14,363
Ratio of expenses to average daily net
assets.......................... 1.30% 1.29% 1.31% 1.46% 1.51% 1.67% 1.65% 0.59%(4)
Ratio of net investment income to
average daily net assets ....... 0.82% 0.99% 1.00% 0.67% 0.81% 1.12% 1.66% 3.28%(4)
Portfolio Turnover Rate.......... 29% 12% 12% 30% 15% 23% 13% 0%
Average commission rate paid (5) $0.1882 -- -- -- -- -- -- --

(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 daily 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.
(5) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.

</TABLE>

<PAGE>

The Wright Managed Income Trust

WRIGHT Year Ended December 31, Standard Shares
----------------------------------------------------------------------------------------
U.S. TREASURY FUND 1996(3) 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ---------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $14.710 $ 12.250 $ 14.360 $13.190 $13.220 $ 12.100 $ 12.300 $11.440 $11.540 $13.070
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.769 $ 0.880 $ 0.880 $ 0.892 $ 0.911 $ 0.902 $ 0.912 $ 0.937 $ 0.950 $ 0.978
Net realized and unrealized
gain (loss) on investments.... (0.973) 2.458 (2.110) 1.170 (0.030) 1.120 (0.202) 0.859 (0.100) (1.398)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total income (loss) from investment
operations..................... $(0.204)$ 3.338 $(1.230) $ 2.062 $ 0.881 $ 2.022 $ 0.710 $ 1.796 $ 0.850 $(0.420)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $(0.756)$ (0.878)$(0.880) $(0.892)$ (0.911) $(0.902)$(0.910) $(0.936)$(0.950) $(1.100)
From net realized gain on investment
transactions.................... (0.170) -- -- -- -- -- -- -- -- (0.010)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions........... $(0.926)$(0.878)$(0.880) $(0.892) $ (0.911) $(0.902) $(0.910) $(0.936)$(0.950)$ (1.110)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $13.580 $ 14.710 $ 12.250 $14.360 $13.190 $ 13.220 $ 12.100 $12.300 $11.440 $11.540
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return(2).................... (1.23%) 28.18% (8.66%) 15.90% 7.07% 17.56% 6.33% 16.26% 7.60% (2.96%)
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted)..................$ 54,978 $ 15,156 $ 16,658 $ 29,846$ 29,703 $ 33,857 $37,293 $49,445 $36,037 $41,337
Ratio of net expenses to average daily
net assets...................... 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.7%
Ratio of net investment income to
average daily net assets........ 5.5% 6.6% 6.9% 6.3% 7.1% 7.4% 8.1% 7.9% 8.3% 8.1%
Portfolio Turnover Rate.......... 65% 8% 1% 12% 15% 15% 32% 15% 14% 68%

(1) During the year ended December 31, 1987, the operating expenses of the Fund
were reduced either by a reduction of the investment adviser fee,
administrator fee, or distribution fee or through certain expense
allocations to the Adviser or a combination of these. During each of the
five years ended December 31, 1996, the operating expenses of the Fund were
reduced either by an allocation of expenses to the Adviser or a reduction in
distribution fee, 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:

Year Ended December 31,
--------------------------------------------------

1996 1995 1994 1993 1992 1987
------------------------------------------------

Net investment income per share.... $ 0.769 $ 0.827 $ 0.854 $ 0.878 $ 0.898 $ 0.960
======= ======= ======= ======= ======= =======

Ratios (As a percentage of average daily net assets):
Expenses........................ 0.9% 1.2% 1.1% 1.0% 1.0% 0.8%
======= ======= ======= ======= ======= =======

Net investment income........... 5.5% 6.2% 6.7% 6.2% 7.0% 8.0%
======= ======= ======= ======= ======= =======

</TABLE>

WRIGHT U.S. TREASURY Year Ended December 31, Standard Shares
----------------------------------------------------------------------------------------
NEAR TERM FUND 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ---------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 10.450 $ 9.920 $ 10.840 $10.660 $10.750 $ 10.260 $ 10.330 $10.160 $10.500 $11.400
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.606 $ 0.631 $ 0.588 $ 0.655 $ 0.739 $ 0.795 $ 0.871 $ 0.928 $ 0.928 $ 0.969
Net realized and unrealized gain (loss)
on investments.................. (0.212) 0.524 (0.920) 0.180 (0.090) 0.489 (0.068) 0.160 (0.340) (0.739)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations..................... $ 0.394 $ 1.155 $(0.332) $ 0.835 $ 0.649 $ 1.284 $ 0.803 $ 1.088 $ 0.588 $0.230
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $ (0.604)$(0.625) $(0.588) $(0.655) $(0.739)$(0.794) $(0.873) $(0.918) $(0.928)$(1.120)
From net realized gain on investment
transactions.................... -- -- -- -- -- -- -- -- -- (0.010)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions........... $ (0.604)$(0.625)$(0.588) $(0.655) $(0.739)$(0.794) $(0.873) $(0.918) $(0.928)$(1.130)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $ 10.240 $ 10.450 $ 9.920 $10.840 $10.660 $ 10.750 $ 10.260 $10.330 $10.160 $10.500
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return(2).................... 3.91% 11.93% (3.10%) 7.95% 6.26% 13.08% 8.23% 11.17% 5.75% 2.34%
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted).................. $130,325 $143,600 $212,122 $380,917 $371,074 $232,407 $253,537 $237,558 $199,200 $192,947
Ratio of net expenses to average daily
net assets...................... 0.8% 0.8% 0.7% 0.7% 0.8% 0.8% 0.8% 0.8% 0.8% 0.6%
Ratio of net investment income to
average daily net assets........ 5.9% 6.2% 5.7% 6.0% 6.9% 7.7% 8.6% 9.0% 8.9% 9.1%
Portfolio Turnover Rate.......... 28% 21% 33% 22% 6% 18% 25% 28% 23% 7%

(1) During the year ended December 31, 1987, the Adviser and the Administrator
reduced their 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,
1987

Net investment income per share.... $ 0.949
=======

Ratios (As a percentage of average daily net assets):

Expenses........................ 0.8%
=======

Net investment income........... 8.9%
=======

</TABLE>

WRIGHT TOTAL RETURN Year Ended December 31, Standard Shares
----------------------------------------------------------------------------------------
BOND FUND 1996(3) 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 13.120 $ 11.430 $ 13.010 $12.610 $12.580 $ 11.700 $ 12.010 $11.430 $11.560 $13.120
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.720 $ 0.758 $ 0.740 $ 0.789 $ 0.830 $ 0.854 $ 0.886 $ 0.923 $ 0.947 $ 0.957
Net realized and unrealized gain (loss)
on investments.................. (0.809) 1.685 (1.580) 0.580 0.030 0.880 (0.312) 0.573 (0.130) (1.367)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total income (loss) from investment
operations..................... $ (0.809)$ 2.443 $(0.840)$ 1.369 $ 0.860 $ 1.734 $ 0.574 $ 1.496 $ 0.817 $(0.410)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income....... $ (0.709)$(0.753) $(0.740)$(0.789) $(0.830) $(0.854) $(0.884) $(0.916)$(0.947) $(1.140)
From net realized gain on
investments.................... -- -- -- (0.177) -- -- -- -- -- (0.010)
In excess of net realized gain on
investments..................... -- -- -- (0.003) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions........... $ (0.709)$(0.753) $(0.740) $(0.969) $(0.830) $(0.854) $(0.884) $(0.916)$(0.947)$(1.150)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year....... $ 12.500 $ 13.120 $ 11.430 $13.010 $12.610 $ 12.580 $ 11.700 $12.010 $11.430 $11.560
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return(2).................... 0.87% 21.97% (6.57%) 11.03% 7.13% 15.38% 5.29% 13.58% 7.24%
(3.13%)
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted)................. $ 91,382 $122,762 $143,497 $259,513 $217,564 $134,728 $112,408 $ 82,141 $31,410 $28,051
Ratio of net expenses to average daily
net assets...................... 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 0.9% 0.9% 0.8%
Ratio of net investment income to
average daily net assets........ 5.7% 6.2% 6.1% 6.0% 6.7% 7.2% 7.7% 7.7% 8.2% 8.2%
Portfolio Turnover Rate.......... 96% 50% 32% 36% 13% 56% 48% 33% 11% 120%

(1) The Principal Underwriter reduced its distribution fees during each of the
four years in the period ended December 31, 1989. The Adviser and the
Administrator also reduced their fees during the year ended December 31,
1987. Had such actions not been undertaken, the net investment income per
share and the ratios would have been as follows:

Year Ended December 31,
-------------------------

1989 1988 1987
----------------------

Net investment income per share.... $ 0.911 $ 0.934 $ 0.937
======= ======= =======

Ratios (As a percentage of average daily net assets):

Expenses....................... 1.0% 1.0% 1.0%
======= ======= =======

Net investment income........... 7.6% 8.1% 8.0%
======= ======= =======

(2) 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 year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
(3) Certain of the per share data are based on average shares outstanding.
(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.

</TABLE>

WRIGHT CURRENT Year Ended December 31, Standard Shares
--------------------------------------------------------------------------------------
INCOME FUND 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987(2)
- ---------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year..$ 10.670 $ 9.710 $ 10.750 $10.780 $10.850 $ 10.160 $ 10.090 $ 9.660 $ 9.760 $10.000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Income (loss) from Investment Operations:
Net investment income(1)..........$ 0.674 $ 0.696 $ 0.690 $ 0.728 $ 0.767 $ 0.798 $ 0.859 $ 0.870 $ 0.929 $ 0.628
Net realized and unrealized gain (loss)
on investments................... (0.239) 0.955 (1.040) (0.030) (0.069) 0.690 0.080 0.440 (0.100) (0.240)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total income (loss) from investment
operations......................$ 0.435 $ 1.651 $ (0.350) $ 0.698 $ 0.698 $ 1.488 $ 0.939 $ 1.310 $ 0.829 $ 0.388
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less Distributions:
From net investment income........$ (0.675)$ (0.691)$(0.690)(4)$(0.728)$(0.767)$ (0.798) $(0.859)$(0.870)$(0.929) $ (0.628)
From net realized gain............ -- -- -- -- (0.001) -- (0.010) (0.010) -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions..............$ (0.675)$(0.691) $(0.690) $(0.728) $(0.768 $(0.798) $(0.869) $(0.880)$(0.929) $(0.628)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value, end of year........$ 10.430 $ 10.670 $ 9.710 $10.750 $10.780 $ 10.850 $ 10.160 $10.090 $ 9.660 $ 9.760
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return(5)..................... 4.31% 17.46% (3.30%) 6.59% 6.73% 15.31% 9.85% 14.15% 8.71% 4.06%
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted)..................$ 64,623 $66,345 $84,178 $115,158 $ 99,676 $ 65,700 $17,60 $ 13,925 $10,990 $5,435
Ratio of net expenses to average daily
net assets....................... 0.9% 0.9% 0.8% 0.8% 0.9% 0.9% 0.9% 0.9% 0.0% 0.0%
Ratio of net investment income to
average daily net assets......... 6.5% 6.8% 6.9% 6.7% 7.2% 7.6% 8.6% 8.8% 9.5% 9.2%
Portfolio Turnover Rate........... 9% 26% 10% 4% 13% 5% 10% 15% 12% 2%

(1) During each of the five years in the period ended December 31, 1991, the
operating expenses of the Fund were reduced either by a reduction of the
investment adviser fee, administrator fee, or 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:

Year Ended December 31,
------------------------------------------

1991 1990 1989 1988 1987(2)
--------------------------------------

Net investment income per share.... $ 0.787 $ 0.809 $ 0.821 $ 0.807 $ 0.524
======= ======= ======= ======= =======

Ratios (As a percentage of average daily net assets):

Expenses....................... 1.0% 1.4% 1.4% 1.8% 1.8%(3)
======= ======= ======= ======= =======

Net investment income........... 7.5% 8.1% 8.3% 7.7% 7.4%(3)
======= ======= ======= ======= =======

(2) Period from April 15, 1987 (commencement of operations) to December 31, 1987.
(3) Computed on an annualized basis.
(4) Includes distribution in excess of net investment income of $.00013 per share.
(5) 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 year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</TABLE>

THE WRIGHT U.S. TREASURY Year Ended December 31,
------------------------------------------------------------------------------
MONEY MARKET FUND 1996 1995 1994 1993 1992 1991(2)
- -----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Net asset value-- beginning of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00

Income from Investment Operations:
Net investment income(1)................ 0.04745 0.05212 0.03494 0.02503 0.03221 0.02526
- ---

Less Distributions:
From net investment income.............. (0.04745) (0.05212) (0.03494) (0.02503) (0.03221) (0.02526)
--------- --------- --------- --------- --------- ---------

Net asset value, end of year............... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ========

Total Return(4)............................ 4.85% 5.34% 3.55% 2.53% 3.27% 5.06%(3)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted)... $95,184 $45,889 $68,877 $11,011 $13,856 $15,233
Ratio of net expenses to average daily net
assets (1)............................ 0.45%(5) 0.46%(5) 0.45% 0.45% 0.46% 0.25%(3)
Ratio of net investment income to average daily net
assets (1)............................ 4.73% 5.22% 3.77% 2.52% 3.19% 4.95%(3)

(1) During each of the years in the six-year period ended December 31, 1996, the
Investment Adviser reduced its fee and in certain years was allocated a
portion of the operating expenses. Had such actions not been undertaken, net
investment income per share and the ratios would have been as follows:

Year Ended December 31,
----------------------------------------------------------------------------

1996 1995 1994 1993 1992 1991(2)
---------------------------------------------------------------------

Net investment income per share............ $0.04524 $0.05120 $0.03253 $0.01977 $0.02958 $0.02159
========= ========= ========= ========= ========= =========
Ratios (As a percentage of average net assets):
Expenses................................ 0.67% 0.65% 0.71% 0.97% 0.72% 0.97%(3)
========= ========= ========= ========= ========= =========
Net investment income .................. 4.51% 5.03% 3.51% 1.99% 2.93% 4.23%(3)
========= ========= ========= ========= ========= =========

(2) For the period from the start of business, June 28, 1991, to December 31, 1991.
(3) Annualized.
(4) 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 payable date.
(5) 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 there credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 0.44% and 0.45% for the
years ended December 31, 1996 and 1995, respectively.
</TABLE>

<PAGE>

The Funds and their
Investment Objectives and Policies

The investment objective of each Fund and its investment policies are set
forth below. There can be no assurance that 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 or
bond market developments and, for WIBC, currency rate fluctuations.

The Wright Managed Equity Trust

The Wright Managed Equity Trust (the "Equity Trust") consists of four
equity funds: Wright Selected Blue Chip Equities Fund (WBC), Wright Major Blue
Chip Equities Fund (WMBC), Wright Junior Blue Chip Equities Fund (WJBC), and
Wright International Blue Chip Equities Fund (WIBC) (the "Equity Funds").

The objective of each Equity Fund is to provide long-term growth of capital
and at the same time earn reasonable current income. Securities selected for
each Fund or Portfolio are drawn from an investment list prepared by Wright
Investors' Service, Inc. ("Wright" or "Investment Adviser"), and known as The
Approved Wright Investment List (the "AWIL"), The Approved Wright Junior Blue
Chip List (the "AWJBCL"), and the International Approved Wright Investment List
(the "International AWIL").

All companies on the AWIL, AWJBCL, or International AWIL are, in the
opinion of Wright, soundly financed "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. See the
Statement of Additional Information for a more detailed description of Wright
Quality Ratings.

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 the company's assets and shareholders'
equity exceeds certain minimum standards and its 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 meeting or exceeding these standards
are assigned a Wright Quality Rating and are eligible for selection by the
Wright Investment Committee for inclusion in the AWIL. The AWIL will normally be
made up of about 350 companies.

Wright Selected Blue Chip Equities Fund (WBC). This Fund seeks to achieve
its investment objective by investing substantially all of its assets in a
corresponding Portfolio that has the same investment objective as the Fund.
Selected Blue Chip Equities Portfolio seeks to enhance 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 companies from the quality companies on
the AWIL on the basis of Wright's evaluation of their recent valuation and
price/earnings momentum. These selections are further reviewed to determine
those that have the best value in terms of current price and current, as well as
forecasted, earnings. Capitalization of companies selected is not a
consideration. Companies may be small or large. Investments are equally
weighted. Professional investment personnel would characterize Wright Selected
Blue Chip Equities Fund as a growth fund with a value bias.

The disciplines which determine sale include preventing individual holdings
from exceeding 2 1/2 times their normal value position in this Portfolio,
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 Portfolio 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

<PAGE>

securities convertible into stock. This is a fundamental policy that can
only be changed with shareholder approval. However, for temporary defensive
purposes the Portfolio may hold cash or invest more than 20% of its net assets
in the short-term debt securities described under "Other Investment Policies -
Defensive Investments."

Wright Major Blue Chip Equities Fund (WMBC). 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
larger 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. This is a fundamental policy that can only be
changed with shareholder approval. 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 "Other Investment Policies -- 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. Investment, except
for temporary defensive investments, will be made solely in larger 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. Companies selected
may be expected to have capitalization characteristics similar to companies
included in the Standard & Poor's 500 Composite Stock Index.

The disciplines which determine sale include preventing individual holdings
from exceeding 2 1/2 times their normal value position in this Fund and
requiring the sale of the securities of any company which no longer meets the
standards of the AWIL. Also, portfolio holdings which fall in the unfavorable
category based on the quantitative formulae described above are generally sold.
The disciplines which determine purchase provide that new funds, income from
securities currently held, and proceed 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.

The Approved Wright Junior Blue Chip List (the "AWJBCL"). During its review
of U.S. companies for the AWIL, Wright identifies smaller quality companies for
inclusion on the Approved Wright Junior Blue Chip List. This selection process
uses a slightly different set of 32 fundamental standards of investment quality
which allows a lower market capitalization than is acceptable for the AWIL but
applies a higher standard to profitability and growth characteristics. See the
Statement of Additional Information for a more detailed explanation of Wright
Quality Ratings.

Wright Junior Blue Chip Equities Fund (WJBC). This Fund seeks to achieve
its investment objective by investing substantially all of its assets in a
corresponding Portfolio that has the same investment objective as the Fund.
Junior Blue Chip Equities Portfolio seeks to enhance 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 of companies which have not only a strong balance sheet but
also strong recent earnings and price momentum are selected from the AWJBCL.
Investments are equally weighted.

The Portfolio 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. This is a fundamental
policy that can only be changed with shareholder approval. However, for
temporary defensive purposes the Portfolio may hold cash or invest more than 20%
of its net assets in the short-term debt securities described under "Other
Investment Policies -- 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 Wright Major Blue Chip Equities Fund or Wright Selected Blue Chip
Equities Fund, which invest in larger companies.

The International Approved Wright Investment List (International AWIL).
Wright systematically reviews approximately 11,000 non-U.S. companies from 46
countries contained in the Worldscope(R) database in order to identify those

<PAGE>

which, on the basis of at least five years of audited records, pass the minimum
standards of prudence (e.g., the value of the company's assets and shareholders'
equity exceeds certain minimum standards and its operations have been profitable
during the last three years) and thus are suitable for consideration by
fiduciary investors. Companies which meet these requirements (about 3,800
companies) are considered by Wright to be suitable for prudent investment. 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 approximately 3,800 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 meeting or
exceeding these standards (a subset of the 3,800 companies considered for
prudent investment) are assigned a Wright Quality Rating and are eligible for
selection by the Wright Investment Committee for inclusion in the International
AWIL.

Wright International Blue Chip Equities Fund (WIBC). This Fund seeks to
achieve its investment objective by investing substantially all of its assets in
a corresponding Portfolio that has the same investment objective as the Fund.
International Blue Chip Equities Portfolio seeks to enhance total investment
return (consisting of price appreciation plus income) by providing active
management of a broadly diversified portfolio of equity securities of
well-established, non-U.S. companies meeting strict quality standards. The
Portfolio 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 Portfolio 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
Fund's and the Portfolio's net asset values will be calculated in U.S. dollars,
fluctuations in foreign currency exchange rates may affect the value of an
investment in the Portfolio and the Fund.

The disciplines which determine sale include disposing of equity securities
of any company which no longer meets the quality standards of the International
AWIL. The disciplines which determine purchase provide that new funds, income
from the securities held by the Portfolio and proceeds of sales of the
securities held by the Portfolio will be used to increase those positions which
at current market value are the furthest below their normal target values.

The Wright Managed Income Trust

The Wright Managed Income Trust (the "Income Trust") consists of four fixed
income funds, Wright U.S. Treasury Fund (WUSTB), Wright U.S. Treasury Near Term
Fund (WNTB), Wright Total Return Bond Fund (WTRB), Wright Current Income Fund
(WCIF) (the "Income Funds"), and a money market fund, Wright U.S. Treasury Money
Market Fund.

Each Income Fund's investment objective is to provide a high level of
return consistent with the quality standards and average maturity for such Fund.
Each Fund seeks to achieve its objective through the investment policies
described below.

Wright U.S. Treasury Fund (WUSTB). This Fund seeks to achieve its
investment objective by investing substantially all of its assets in a
corresponding Portfolio that has the same investment objective as the Fund. U.S.
Treasury Portfolio invests in U.S. Treasury bills, notes and bonds. Under normal
market conditions, the Portfolio will invest substantially all, but in any case
at least 65%, of its total assets in such U.S. Treasury obligations and in
repurchase agreements with respect to such obligations. The Portfolio will not
invest in mortgage-related securities.

Wright U.S. Treasury Near Term Fund (WNTB). This Fund seeks to achieve its
investment objective by investing substantially all of its assets in a
corresponding Portfolio that has the same investment objective as the Fund. U.S.
Treasury Near Term Portfolio invests in U.S. Treasury obligations

<PAGE>

with an average weighted maturity of less than five years. This Fund is
designed to appeal to the investor seeking a high level of income that is
normally somewhat less variable and normally somewhat higher than that available
from short-term U.S. Treasury money market securities and who is also seeking to
limit fluctuation of capital (i.e. compared with longer term U.S. Treasury
securities). Portfolio securities will consist entirely of U.S. Treasury
obligations, such as U.S. Treasury bills, notes and bonds.

Wright Total Return Bond Fund (WTRB). The Fund invests in bonds or other
high-grade debt securities selected by the Investment Adviser with a weighted
average maturity that, in the Investment Adviser's judgment, produces the best
total return, i.e., the highest total of ordinary income plus capital
appreciation. There are no limits on the minimum or maximum weighted average
maturity of the Fund's portfolio or on the maturity of any individual security.
Accordingly, investment selections may differ depending on the particular phase
of the interest rate cycle. Assets of this Fund may be invested in U.S.
Government and agency obligations, certificates of deposit of federally insured
banks and corporate obligations rated at the date of investment "A" or better
(high grade) by Standard & Poor's Ratings Group ("S&P") or by Moody's Investors
Service, Inc. ("Moody's") or, if not rated by such rating organizations, of
comparable quality as determined by Wright pursuant to guidelines established by
the Trustees. In any case, they must also meet Wright Quality Rating Standards.
The Fund will dispose of securities downgraded below A.

Wright Current Income Fund (WCIF). This Fund seeks to achieve its
investment objective by investing substantially all of its assets in a
corresponding Portfolio that has the same investment objective as the Fund.
Current Income Portfolio invests primarily in debt obligations issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities,
mortgage-related securities of governmental or corporate issuers and corporate
debt securities. The U.S. Government securities in which the Portfolio may
invest include direct obligations of the U.S. Government, such as bills, notes,
and bonds issued by the U.S. Treasury; obligations of U.S. Government agencies
and instrumentalities secured by the full faith and credit of the U.S. Treasury,
such as securities of the Government National Mortgage Association (GNMA) or the
Export-Import Bank; obligations secured by the right to borrow from the U.S.
Treasury, such as securities issued by the Federal Financing Bank or the Student
Loan Marketing Association; and obligations backed only by the credit of the
government agency itself, such as securities of the Federal Home Loan Bank, the
Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage
Corporation (FHLMC).

The Portfolio may invest in mortgage-related securities issued by certain
of the agencies or federally chartered corporations listed above. These include
mortgage-backed securities of GNMA, FNMA and FHLMC, debentures and short-term
notes issued by FNMA and collateralized mortgage obligations issued by FHLMC.
The Portfolio expects to concentrate its investments in Ginnie Mae pass-through
securities guaranteed by the Government National Mortgage Association (GNMA or
Ginnie Mae). These securities are backed by a pool of mortgages which pass
through to investors the principal and interest payments of homeowners. Ginnie
Mae guarantees that investors will receive timely principal payments even if
homeowners do not make their mortgage payments on time. See "Other Investment
Policies - Mortgage-Related Securities" below.

The corporate debt securities in which the Portfolio may invest include
commercial paper and other short-term instruments rated A-1 by S&P or P-1 by
Moody's. The Portfolio may invest in unrated debt securities if these are
determined by Wright pursuant to guidelines established by the Trustees to be of
a quality comparable to that of the rated securities in which the Portfolio may
invest. All of the corporate debt securities purchased by the Portfolio must
meet Wright Quality Rating Standards.

The Portfolio may enter into repurchase agreements with respect to any
securities in which it may invest.

Wright U.S. Treasury Money Market Fund (WTMM). The Fund's objective is to
provide as high a rate of current income as possible consistent with the
preservation of capital and maintenance of liquidity. The Fund will pursue its
objective by investing exclusively in securities of the U.S. Government and its
agencies that are backed by the full faith and credit of the U.S. Government
("U.S. Treasury securities") and in repurchase agreements relating to such
securities. At least 80% of the Fund's assets will be invested in direct
obligations of the U.S. Treasury, including Treasury bills, notes and bonds,
which differ only in their interest rates, maturities and times of issuance. Up
to 20% of the Fund's net assets may be held in cash or invested in repurchase
agreements. However, at the present time, the Fund intends to invest only in
U.S. Treasury bills, notes and bonds and does not intend to invest in repurchase
agreements.
<PAGE>

The Fund will limit its portfolio to investments maturing in 13 months or
less and maintain a weighted average maturity of not more than 90 days. The Fund
will seek to maintain a net asset value of $1.00 per share, but there is no
assurance that the Fund will be able to do so. The yield of the Fund will
fluctuate in response to changes in market conditions and interest rates.

The Fund will limit its investments to legal investments and investment
practices for federal credit unions as set forth in the Federal Credit Union Act
and the National Credit Union Administration Regulations. The Fund will provide
all federal credit union shareholders of record with sixty (60) days' written
notice prior to changing such investment policy.

* * *

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.

Other Investment Policies

The Equity Trust, the Income Trust and the Portfolio Trust have 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 or
Portfolio only by the vote of a majority of the Fund's or the Portfolio's
outstanding voting securities. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objective and policies of
each Fund and Portfolio are not fundamental policies and accordingly may be
changed by the Trustees of each Trust and the Portfolio Trust without obtaining
the approval of a Fund's shareholders or the investors in the corresponding
Portfolio, as the case may be. If any changes were made in a Fund's investment
objective, the Fund might have investment objectives different from the
objective which an investor considered appropriate at the time the investor
became a shareholder in the Fund.

The use of the term "Funds" in the discussion under the caption "Other
Investment Policies" is intended to refer to both the Funds and the Portfolios
unless otherwise indicated.

Repurchase Agreements. Each of the Funds may enter into repurchase
agreements to the extent permitted by its investment policies. 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.

Forward Commitments and When-Issued Securities. Each Fund may purchase
when-issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. A Fund is
required to hold and maintain in a segregated account with the Fund's custodian
or subcustodian until the settlement date, cash or liquid securities in an
amount sufficient to meet the purchase price. Alternatively, a Fund may enter
into offsetting contracts for the forward sale of other securities that it owns.
Securities purchased or sold on a when-issued or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date or if the value of the security to be sold
increases prior to the settlement date. Although a Fund would generally purchase
securities on a when-issued or forward commitment basis with the intention of
acquiring securities for its portfolio, each Fund may dispose of a when-issued
security or forward commitment prior to settlement if the Investment Adviser
deems it appropriate to do so.

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 or Portfolio's assets may be held in cash or
invested in short-term obligations. Short-term obligations include but are 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 S&P or P-1 by Moody's, or,
if not rated by such rating organizations, is deemed by Wright pursuant to
procedures established by the Trustees to be of comparable quality; short- term
corporate obligations and other debt instruments which at the date of investment
are

<PAGE>

rated AA or better by S&P or Aa or better by Moody's or, if unrated by such
rating organizations, are deemed by Wright pursuant to procedures established 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 Wright pursuant to procedures established by the Trustees. The
Funds may invest in instruments and obligations of banks that have other
relationships with the Funds, the Portfolios, Wright or Eaton Vance Management,
the Trusts' Administrator ("Eaton Vance" or "Administrator"). No preference will
be shown towards investing in banks which have such relationships.

Mortgage-Related Securities. WTRB and WCIF may invest in mortgage-related
securities, including collateralized mortgage obligations ("CMOs") and other
derivative mortgage-related securities. These securities will either be issued
by the U.S. Government or one of its agencies or instrumentalities or, if
privately issued, supported by mortgage collateral that is insured, guaranteed
or otherwise backed by the U.S. Government or its agencies or instrumentalities.
The Funds do not invest in the residual classes of CMOs, stripped
mortgage-related securities, leveraged floating rate instruments or indexed
securities.

Mortgage-related securities represent participation interests in pools of
adjustable and fixed mortgage loans. Unlike conventional debt obligations,
mortgage-related securities provide monthly payments derived from the monthly
interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans. The mortgage loans underlying
mortgage- related securities are generally subject to a greater rate of
principal prepayments in a declining interest rate environment and to a lesser
rate of principal prepayments in an increasing interest rate environment. Under
certain interest and prepayment rate scenarios, a Fund may fail to recover the
full amount of its investment in mortgage-related securities purchased at a
premium, notwithstanding any direct or indirect governmental or agency
guarantee. The Fund may realize a gain on mortgage-related securities purchased
at a discount. Since faster than expected prepayments must usually be invested
in lower yielding securities, mortgage-related securities are less effective
than conventional bonds in "locking in" a specified interest rate. Conversely,
in a rising interest rate environment, a declining prepayment rate will extend
the average life of many mortgage-related securities. Extending the average life
of a mortgage-related security increases the risk of depreciation due to future
increases in market interest rates.

A Fund's investments in mortgage-related securities may include
conventional mortgage pass-through securities and certain classes of multiple
class CMOs. Senior CMO classes will typically have priority over residual CMO
classes as to the receipt of principal and/or interest payments on the
underlying mortgages. The CMO classes in which a Fund may invest include
sequential and parallel pay CMOs, including planned amortization class ("PAC")
and target amortization class ("TAC") securities.

Different types of mortgage-related securities are subject to different
combinations of prepayment, extension, interest rate and/or other market risks.
Conventional mortgage pass-through securities and sequential pay CMOs are
subject to all of these risks, but are typically not leveraged. PACs, TACs and
other senior classes of sequential and parallel pay CMOs involve less exposure
to prepayment, extension and interest rate risk than other mortgage-related
securities, provided that prepayment rates remain within expected prepayment
ranges or "collars."

Lending Portfolio Securities. All of the Funds in the Equity Trust may seek
to increase total return by lending portfolio securities to broker-dealers or
other institutional borrowers. Such loans are required to be continuously
secured by collateral in cash or liquid 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.

<PAGE>

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, International Blue Chip Portfolio 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 Portfolio will usually enter into these contracts to fix the U.S.
dollar value of a security it has agreed to buy or sell. The Portfolio 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 Portfolio 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 Portfolio may hold
foreign currency or short-term U.S. or foreign government securities pending
investment in foreign securities.

The Investment Adviser

The Winthrop Corporation ("Winthrop") has been engaged to act as investment
adviser to the Trusts pursuant to Investment Advisory Contracts on behalf of the
Funds. Pursuant to a service agreement effective February 1, 1996 between
Winthrop and Wright, Wright, acting under the general supervision of the
Trustees, furnishes each Fund with investment advice and management services. As
of February 1, 1996, advisory fees are paid directly to Wright. Winthrop
supervises Wright's performance of this function and retains its contractual
obligations under its Investment Advisory Contracts. Winthrop has agreed that
for so long as a Feeder Fund invests its investable assets in a corresponding
Portfolio it will not provide advisory services to the Feeder Funds and will not
impose any advisory fees payable by the Feeder Funds to which it would be
entitled under the respective Investment Advisory Contracts.

Wright has been engaged to act as investment adviser to the Portfolio Trust
pursuant to the Portfolio Investment Advisory Contract and furnishes each
Portfolio with investment advice and management services. The address of both
Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The
Trustees of each Trust are responsible for the general oversight of the conduct
of each Funds' business and the Trustees of the Portfolio Trust are responsible
for the general oversight of each Portfolio'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 funds. Wright,
along with Disclosure International, Inc., operates one of the world's largest
and most complete databases of financial information on 13,000 domestic and
international corporations. The estate of John Winthrop Wright is the
controlling shareholder of Winthrop. At the end of 1996, Wright managed
approximately $4 billion of assets.

Under the Investment Advisory Contracts, each Fund that is not a Feeder
Fund (a "non-Feeder Fund") pays Wright a monthly advisory fee calculated at the
annual rates (as a percentage of average daily net assets) set forth in the
table below. Under the Portfolio Investment Advisory Contract, the Portfolios
pay to Wright a monthly advisory fee calculated at the annual rates (as a
percentage of average daily net assets) set forth for the corresponding Funds in
the table below.

<PAGE>

The following table also lists each Fund's aggregate net assets at December
31, 1996 and the advisory fee rate paid by the Funds to Winthrop for the fiscal
year ended December 31, 1996. The master-feeder fund structure was not in effect
on December 31, 1996 and the Portfolios paid no advisory fees.

<TABLE>
<CAPTION>
Aggregate Fee Rate Paid
Under $100 Mil.to $250 Mil. to $500 Mil. to Over Net Assets for the Fiscal Year
$100 Mil. $250 Mil. $500 Mil. $1 Billion $1 Billion at 12/31/96 Ended 12/31/96
- -----------------------------------------------------------------------------------------------------------------------------------

Wright Selected Blue Chip
<S> <C> <C> <C> <C> <C> <C> <C>
Equities Fund (WBC)* 0.55% 0.69% 0.67% 0.63% 0.58% $208,165,581 0.63%
Wright Junior Blue Chip
Equities Fund (WJBC)* 0.55% 0.69% 0.67% 0.63% 0.58% 14,028,700 0.55%(1)
Wright Major Blue Chip
Equities Fund (WMBC) 0.45% 0.59% 0.57% 0.53% 0.48% 25,815,115 0.45%
Wright International Blue
Chip Equities Fund (WIBC)* 0.75% 0.79% 0.77% 0.73% 0.68% 268,732,339 0.77%
Wright U.S. Treasury
Fund (WUSTB)* 0.40% 0.46% 0.42% 0.38% 0.33% 54,977,949 0.40%
Wright U.S. Treasury Near
Term Fund (WNTB)* 0.40% 0.46% 0.42% 0.38% 0.33% 130,325,034 0.42%
Wright Total Return Bond
Fund (WTRB) 0.40% 0.46% 0.42% 0.38% 0.33% 91,381,631 0.41%
Wright Current Income
Fund (WCIF)* 0.40% 0.46% 0.42% 0.38% 0.33% 64,623,371 0.40%
Wright U.S. Treasury Money
Market Fund (WTMM) 0.35% 0.32% 0.32% 0.30% 0.30 %95,183,509 0.35%(2)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) To enhance the net income of the Fund, Wright made a reduction of its
advisory fee in the amount of $1,580 or from 0.55% to 0.54%.
(2) To enhance the net income of the Fund, Wright made a reduction of the
advisory fee in the amount of $127,441 or from 0.35% to 0.13%. * As of May 1,
1997, the annual % advisory fee rates are paid by the coresponding Portfolio.

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 or
the Portfolios, as the case may be. 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 or
the Portfolio to Wright as described above.

Pursuant to the Investment Advisory Contracts and the Portfolio Investment
Advisory Contract, Wright also furnishes for the use of each non-Feeder Fund and
Portfolio office space and all necessary office facilities, equipment and
personnel for servicing the investments of each non-Feeder Fund and Portfolio.
Each non-Feeder Fund and Portfolio 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 Contracts and the Portfolio
Investment Advisory Contract.

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 non-Feeder Fund and each Portfolio.
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, The Wright EquiFund Equity Trust, Catholic Values
Investment Trust and The Wright Blue Chip Master Portfolio Trust. He is also a
director of Aetna Master Fund. He is a member of the New York Society of
Security Analysts and the Hartford Society of Financial Analysts.

Judith L 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.
<PAGE>

Charles T. Simko, Jr., Vice President - Investment Research of Wright. Mr.
Simko received a BS in Mathematics from Fairfield University. He joined Wright
in 1985.

Wright is also the investment adviser to the funds in The Wright Managed
Blue Chip Series Trust, The Wright EquiFund Equity Trust, Catholic Values
Investment Trust, and the Portfolio Trust.

The Administrator

Each Trust and the Portfolio Trust engages Eaton Vance Management as its
administrator under separate Administration Agreements. Under the Administration
Agreements, Eaton Vance is responsible for managing the legal and business
affairs of each Fund and Portfolio, subject to the supervision of the Trustees
of the respective Trust or the Portfolio Trust. 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 necessary to conduct
each Fund's or Portfolio's business, as the case may be. Eaton Vance will not
provide any investment management or advisory services to the Funds or
Portfolios. For its services under the Trust's Administration Agreements, Eaton
Vance receives monthly administration fees at the annual rates (as a percentage
of average daily net assets) as follows:

ANNUAL % ADMINISTRATION FEE RATES
PAID BY THE TRUSTS

Under $100 Mil. to $250 Mil. to Over
$100 Mil. $250 Mil. $500 Mil. $500 Mil.
- ---------------------------------------------------------

The Wright Managed Equity Trust
0.20% 0.06% 0.03% 0.02%
- ---------------------------------------------------------

The Wright Managed Income Trust
0.10% 0.04% 0.03% 0.02%
- ---------------------------------------------------------

The Wright U.S. Treasury Money Market Fund
0.07% 0.03% 0.03% 0.02%
- ---------------------------------------------------------

For the fiscal year ended December 31, 1996, each Fund paid administration
fees (as an annualized percentage of average daily net assets) as follows: WBC
(0.12%), WJBC (0.20%), WMBC (0.20%), WIBC (0.12%), WUSTB (0.10%), WNTB (0.08%),
WTRB (0.09%), WCIF (0.10%) and WTMM (0.07%).

<PAGE>

Eaton Vance does not receive any compensation for its services to the
Portfolios pursuant to the Portfolios' Administration Agreement. The Trustees of
the Portfolio Trust may determine in the future to compensate Eaton Vance for
administration services to the Portfolio.

Share Purchase Alternatives

Each Trust continuously offers two classes of shares of the Funds (other
than Wright Total Return Bond Fund and Wright U.S. Treasury Money Market Fund)
designated as Standard Shares and Institutional Shares. As of May 1, 1997, all
shares of the Funds (except WTMM) outstanding prior to that date have been
designated as Standard Shares. Standard Shares are offered with no front-end or
deferred sales charge and require a minimum initial investment of $1,000.
Standard Shares are subject to distribution fees at a rate of up to 0.25% of the
Fund's average daily net assets attributable to Standard Shares and may be
subject to service fees at a rate of up to 0.25% of such assets. Institutional
Shares are offered with no front-end or deferred sales charge and require a
minimum initial investment of $1,000,000. This minimum may be waived for
purchases by bank trust departments and qualified retirement plans.
Institutional Shares may be subject to service fees at a rate of up to 0.25% of
the Fund's average daily net assets attributable to Institutional Shares.

Distribution Expenses - Standard Shares

In addition to the fees and expenses payable by each Fund or Portfolio in
accordance with the Investment Advisory Contracts and Administration Agreements,
each Fund (except Wright U.S. Treasury Money Market Fund) pays for distribution
expenses of the Standard Shares pursuant to a distribution plan (the "Standard
Shares Plan") as adopted by each Trust and designed to meet the requirements of
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") and Section
2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc. (the "NASD"). The Funds do not pay distribution expenses with respect to
the Institutional Shares.

The Standard Shares Plan provides that monies may be spent by a Fund on any
activities primarily intended to result in the sale of each Fund's Standard
Shares, including, but not limited to, compensation paid to and expenses
incurred by officers, Trustees, employees or sales representatives of the
respective 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
Standard Shares Plan may include payments to any separate distributors under
agreement with the respective Trust for activities primarily intended to result
in the sale of a Fund's Standard Shares. Under the Standard Shares Plans, it is
intended that each Fund will pay on an annual basis up to 0.25% of its average
daily net assets attributable to Standard Shares to Wright Investors' Service
Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly-owned
subsidiary of Winthrop.

Each Trust has entered into a Distribution Contract with WISDI. WTMM does
not pay WISDI any compensation under the Distribution Contract.

The Principal Underwriter may use the distribution fee for its expenses of
distributing each Fund's Standard Shares, including allocable overhead expenses.
Distribution expenses not specifically attributable to a particular Fund's
Standard Shares are allocated among the Funds based on the amount of sales of
each Fund's Standard 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.

For the fiscal year ended December 31, 1996, each Fund in the Equity Trust
made distribution expense payments (as an annualized percentage of average daily
net assets) pursuant to the plan then in effect as follows: WBC (0.20%), WJBC
(0.20%), WMBC (0.20%) and WIBC (0.20%). To enhance the net income of the WJBC
and WMBC Funds, the Principal Underwriter reduced its fee by $37,941 and
$14,839, respectively, and the payments were: WJBC (0.00%) and WMBC (0.16%).

For the fiscal year ended December 31, 1996, each Fund in the Income Trust,
except Wright U.S. Treasury Money Market Fund, made distribution expense
payments (as an annualized percentage of average daily net assets) pursuant to
the plan then in effect as follows: WUSTB (0.18%); WNTB (0.20%); WTRB (0.20%)
and WCIF (0.20%). For WUSTB, WISDI reduced its fee by $6,191.

<PAGE>

Service Plans

Each Trust has adopted a service plan on behalf of each Fund (except Wright
U.S. Treasury Money Market Fund) (the "Service Plans" ) which allows each Fund
to reimburse WISDI for payments to intermediaries for providing account
administration and personal and account maintenance services to their customers
who are beneficial owners of shares. The services provided by these
intermediaries may include acting, directly or through an agent, as the sole
shareholder of record, maintaining account records for customers, processing
orders to purchase, redeem or exchange shares for customers, responding to
inquiries from prospective and existing shareholders and assisting customers
with investment procedures. The amount of the service fee payable under the
Service Plan with respect to each class of shares of each Fund may not exceed
0.25% annually of the average daily net assets attributable to the respective
classes.

How the Funds Value their Shares

The shares of each Fund, except Wright U.S. Treasury Money Market Fund, are
valued once on each day the New York Stock Exchange (the "NYSE" or "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 per share of each class of each Fund is
determined by Investors Bank & Trust Company ("IBT"), the Funds' custodian (as
agent for the Funds) in the manner authorized by the Trustees. Such
determination is accomplished by dividing the number of outstanding shares of
each class of the Fund into the net assets attributable to that class. The net
asset value of each class can differ. Because each Feeder Fund invests its
assets in an interest in its corresponding Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities). Each
Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) based
on market or fair value in the manner described below. Net asset value is
computed by subtracting the liabilities of a Portfolio from the value of its
total assets.

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. Fixed income securities for which market quotations are
readily available are valued on the basis of valuations supplied by a pricing
service. Securities for which market quotations are unavailable, restricted
securities, and other assets are valued at their fair value as determined in
good faith under procedures established by the Portfolio Trust Trustees. (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.

The net asset value per share of Wright U.S. Treasury Money Market Fund is
computed three times on each day the Exchange is open, at noon, at 3:00 p.m. and
as of the close of regular trading on the Exchange - normally 4:00 p.m. New York
time. The net asset value is determined by the Fund's custodian (as agent for
the Fund) in the manner authorized by the Trustees. The Trustees have determined
that it is in the best interests of the Fund and its shareholders to maintain a
stable price of $1.00 per share by valuing portfolio securities by the amortized
cost method in accordance with a rule of the Securities and Exchange Commission.

Portfolio securities traded on more than one United States national
securities exchange or foreign securities exchange are valued by International
Blue Chip Portfolio'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 Portfolio Trust 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 Portfolio Trust Trustees.

<PAGE>

Saturdays and in various foreign markets on days which are not business days in
New York and on which WIBC 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
WIBC 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 each Fund are sold without an initial sales charge at the net
asset value next determined after the receipt of a purchase order. Shares of
Wright U.S. Treasury Money Market Fund purchased before 3:00 p.m. will receive
the Fund's dividends for that day. Shares purchased between 3:00 p.m. and 4:00
p.m. will start to earn dividends the next business day.

Transactions in money market instruments normally require immediate
settlement in Federal Funds. Accordingly, purchase orders for Wright U.S.
Treasury Money Market Fund will be executed at the net asset value next
determined (see "How the Funds Value their Shares") after their receipt by the
Fund only if the Fund has received payment in cash or in Federal Funds. If
remitted in other than the foregoing manner, such as by money order or personal
check, purchase orders will be executed as of the close of business on the
second Boston business day after receipt. Information on how to procure a
Federal Reserve draft or to transmit Federal Funds by wire is available at
banks. A bank may charge for these services.

Minimum Initial Investment

Standard Shares: $1,000
Institutional Shares: $1,000,000

Minimum Subsequent Investment

Standard Shares: None
Institutional Shares: None

Waiver of Minimum Initial Investment

Waived for bank trust departments and investments in qualified retirement
plans for both Institutional and Standard Share classes.

Standard Share minimum also waived for the Automatic Investment Program.

Purchasing By Mail -- Initial Purchase

Obtain an account application form from WISDI, then complete and sign the
form.

Indicate on the account application form the class of shares being
purchased. If no class of shares is named, the application form will be
returned and the money will not be invested.

Mail the form 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
(Name of Fund), to First Data Investor Services Group (the "Transfer
Agent") at the following address:

First Data Investor Services Group
(Name of Fund; Name of Class)
P.O. Box 5123
Westborough, MA 01581-5123

Purchasing By Mail -- Subsequent 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 (Name of Fund), and mailed to the Transfer Agent at the above
address.

If the purchase is to be credited to a sub-account, identify the
sub-account, the sub-account number and, unless otherwise agreed, the name
of the sub-account.

Purchasing By Wire -- Initial Purchase

Telephone the Trusts at (800) 225-6265, ext. 7750, to advise of the action
and to obtain an account number.

Obtain an account application form from WISDI, then complete, sign and mail
the form to the Transfer Agent at the above address. Indicate on the
account application form the class of shares being purchased. If no class
of shares is named, the application form will be returned and the money
will not be invested.

Instruct your bank to wire immediately available funds to:
Boston Safe Deposit and Trust Co.
One Boston Place
Boston, Massachusetts
ABA: 011001234
Account: 081345
Further Credit: (Name of Fund; Name of Class)
(Include your Fund account number)

<PAGE>

Purchasing By Wire -- Subsequent Purchases

Telephone the Trusts immediately at (800) 225-6265, ext. 7750, with each
transmission.

Repeat the wire procedure described above.

Automatic Investment Program (Standard Class only)

Investments of $50 or more may be made each month or quarter in automatic
withdrawals from your bank account.

$1,000 minimum initial investment and $500 minimum account requirements
are waived.

Purchase through Exchange of Securities

Investors wishing to purchase shares of a Fund other than WTMM through an
exchange of portfolio securities should contact WISDI to determine the
acceptability of the securities and make the proper arrangements. Shares of a
Fund may be purchased, in whole or in part, by delivering to the Fund's
custodian securities that meet the investment objective and policies of the
Fund, have readily ascertainable market prices and quotations and which are
otherwise acceptable to the Investment Adviser and the Fund. The 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 equity 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 or she
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." However, if
the Exchange or appropriate foreign stock exchange is not open for unrestricted
trading on that date, the securities will be valued on the next day on which the
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.

Account Statements and Confirmations

Account statements indicating total shares of each class of the Fund owned
in the account or each sub-account will be mailed to investors quarterly.
Confirmations will be issued at the time of each purchase or redemption. The
issuance of shares will be recorded on the books of the affected Trust. The
Trusts do not issue share certificates. Each Trust 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 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 each Fund without imposition of any charges other than
those described in this Prospectus.

Distributions by the Funds

Any net capital gains realized from the sale of securities or other
transactions in a Fund's or Portfolio's portfolio (reduced by any available
capital loss carry forwards from prior years) will be paid at least annually,
shortly before or after the close of the Fund's fiscal year. WBC, WJBC and WMBC
intend to pay dividends from net investment income quarterly. WIBC intends to
pay dividends annually. WUSTB, WNTB, WRRB, WCIF and WTMM will declare any net
investment income as dividends daily and will pay them monthly. Net investment
income will include interest accrued and discount earned, if any, less any
accrued estimated expenses on the assets of the Funds. Unless shareholders
instruct otherwise, all distributions and dividends will be automatically
invested in additional shares of the same class of the Fund. Equity Fund
distributions will be reinvested as of the record date. Income

<PAGE>

Fund and WTMM distributions will be reinvested on the payment date.
Alternatively, shareholders may reinvest capital gain distributions and direct
that dividends be paid in cash or direct that both dividends and capital gain
distributions be paid in cash.

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. The
Funds do not pay federal income or excise taxes to the extent that they
distribute to their shareholders all of their 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.

For federal income tax purposes, distributions from a Fund's of net
investment income, any excess of its net short-term capital gain over its net
long-term capital loss and certain net realized foreign currency gains 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 WBC, WJBC and
WMBC which are derived from dividends may qualify for the dividends-received
deduction for corporations, subject to certain requirements under the Code.

Since it is anticipated that virtually all of the ordinary income from each
of the Income Funds will be derived from interest income rather than dividends,
it is unlikely that any portion of the dividends paid by any of the Income Funds
will be eligible for the dividends received deduction for corporations.

Distributions from any excess of each Fund's net long-term capital gain
over its net short-term capital loss that the Fund designates as "capital gain
dividends" 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 Equity 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.

Redemptions (including exchanges) of shares of a Fund are taxable
transactions and may in particular cases be subject to wash sale or other
special tax rules. However, redemptions of the shares of WTMM generally should
not result in the recognition of a gain or loss, provided that it has maintained
a constant net asset value.

International Blue Chip Portfolio 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
some cases. In any taxable year in which more than 50% of the value of WIBC's
assets (including its proportionate share of International Blue Chip Portfolio'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 its
share of the foreign income or other qualified foreign taxes paid by the
Portfolio. In such case, shareholders will be required to include in gross
income their pro rata portion of such taxes and may 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.

Dividends and other distributions and the value of Fund shares may be
subject to state, local or other taxes. A state income (and possibly local
income and/or intangible property) tax exemption is generally available to the
extent a Fund's distributions are derived from interest on (or, in the case of
intangible property taxes, the value of its assets is attributable to) certain
U.S. Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. A
report will be sent to shareholders annually with the percentages of
distributions which are derived from such interest income. Shareholders should
consult their tax advisers regarding the applicable requirements in their
particular states, including the effect, if any, of a Feeder Fund's indirect
ownership (through its corresponding Portfolio) of any such obligations, and any

<PAGE>

other federal, state, local or foreign tax consequences of ownership of shares
of, and receipt of distributions from, a Fund in their particular circumstances.

Annually, shareholders of each Fund that are not exempt from information
reporting requirements will receive information on Form 1099 regarding the prior
calendar year's distributions and, except in the case of WTMM, redemptions
(including exchanges). Dividends declared by a Fund in October, November or
December to shareholders of record as of a date in such a month and paid the
following January will be treated for federal income tax purposes as having been
received by shareholders on December 31 of the year in which they are declared.

Under Section 3406 of the Code, individuals and other nonexempt
shareholders who have not provided to a Fund their correct taxpayer
identification numbers and certain certifications required by the IRS will be
subject to backup withholding at the rate of 31% on taxable distributions made
by the Funds and, except in the case of WTMM, on proceeds of redemptions
(including exchanges) of shares. In addition, a Fund may be required to impose
backup withholding if it is notified by the IRS or a broker that the
shareholder's taxpayer identification number is incorrect or that backup
withholding applies because of under-reporting 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.

Shareholders who are not United States persons should also consult their
tax advisers as to the potential application of certain U.S. taxes, including
U.S. withholding tax at the rate of 30% (or a lower treaty rate) on amounts
treated as ordinary income distributions to them, and of foreign taxes to their
investment in the Funds.

How to Exchange Shares

Shares of each Fund (except Wright U.S. Treasury Money Market Fund) may be
exchanged for shares of the same class of any other Funds offered in this
Prospectus. Standard Shares of the Funds may also be exchanged for shares of The
Wright EquiFund Equity Trust. Provided the applicable minimum investment
requirement is met, shares of Wright U.S. Treasury Money Market Fund may be
exchanged for shares of any other of the Funds in this Prospectus and for shares
of the Wright EquiFund Equity Trust. All exchanges are made at the net asset
values of the funds at the time of the exchange without the imposition of
additional charges.

The exchange privilege is available only in states where shares of the
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 consider these
objectives and policies carefully before requesting an exchange.

The Transfer Agent 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 the Transfer Agent. To effect
such exchanges, call the Transfer Agent at (800) 555-0644 (this is a recorded
line), 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
Trusts, the Principal Underwriter nor the Transfer Agent 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. 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 during each year following the initial investment and a 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, and then
back to the Fund). The Trusts believe that use of the Exchange Privilege by
investors utilizing market-timing strategies adversely affects the Fund.
Therefore, the Trusts generally will not honor requests for exchanges, including
Telephone Exchanges, by shareholders who identify themselves or are identified
by the Trusts as "market-timers." The Trusts identify as market-timers on its
account records

<PAGE>

those investors who repeatedly make exchanges within a short period (even
if less than four round-trips per year) while retaining Fund shares for very
short holding periods (often less than a month). The Trusts do not automatically
redeem shares that are the subject of a rejected exchange request. Such shares
will only be redeemed if the Trusts are specifically authorized to do so by the
shareholder.

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 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, although no gain or loss will
generally result from an exchange out of WTMM if it maintains a constant net
asset value.

How to Redeem or Sell Shares

Shares of the Funds will be redeemed at the next determined net asset value
after receipt of a redemption request in good order. However, if the shares to
be redeemed were purchased 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. A redemption of shares is a
taxable transaction, although no gain or loss will generally result from a
redemption of shares of WTMM if it maintains a constant net asset value.

Shareholders who purchased Fund shares through Authorized Dealers may
redeem shares through such Dealers. Shares may also be redeemed as follows:

By Telephone

All shareholders eligible unless otherwise indicated on account
application.

o Shareholders may telephone the Transfer Agent if the redemption is
less than $50,000. Telephone: (800) 555-0644 between 9:00 a.m. and
4:00 p.m. Eastern time.

o If the redemption amount exceeds $50,000, telephone the Funds at
(800) 225-6265, ext.7750 between 8:30 a.m. and 4:00 p.m. Eastern time.

o Redemptions requested in good order before 4:00 p.m. Eastern time will be
made at that day's net asset value.

o Redemptions requested after 4:00 p.m. Eastern time will be made at the
net asset value determined for the next business day.

o Redemptions requested before 3:00 p.m. for shares of WTMM Fund with wire
transfer instructions will be wired that day without the payment of
that day's dividend. Redemptions requested after 3:00 p.m. will receive
the daily dividend but will be wired the next day.

o The Fund and the Transfer Agent employ the following procedures to
confirm that instructions received by telephone are genuine. The
shareholder's name, account number, shareholder identifying number
applicable to the account and other relevant information may be
requested. Telephone instructions are recorded.

o If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized or
fraudulent telephone instructions. In all other cases, neither the Fund
nor the Transfer Agent will be liable for any loss or expense for acting
upon telephone instructions made according to the telephone transaction
procedures described above.

o During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the
Fund by telephone to institute a redemption. You should contact the Fund
in writing if you are unable to reach the Fund by telephone.

o THE FUND MAY TERMINATE OR MODIFY THE TELEPHONE REDEMPTION PRIVILEGE AT
ANY TIME WITH OR WITHOUT NOTICE TO SHAREHOLDERS.

By Mail

o Mail the request with a stock power to the following address:

First Data Investor Services Group
(Name of Fund; Name of Class)
P.O. Box 5123
Westborough, Massachusetts 01581-5123

o Requests and stock powers must:

(i) be endorsed by the record owner(s) exactly as the shares are
registered; and

(ii) have signatures guaranteed (a) by a member of either the Securities
Transfer Association's STAMP program or the NYSE's Medallion Signature
Program, or (b) by certain banks, savings and loans, credit unions,
securities dealers, securities exchanges, clearing agencies or registered
securities associations that are acceptable to the Transfer Agent.

o Additional documents may be required, such as when shares are registered
in the name of a business entity or fiduciary.

o If you hold both Standard and Institutional Shares and do not indicate
which class is to be redeemed, Institutional Shares will be redeemed.

Payment of Proceeds

o Normally, payment will be made within one business day after receipt of
the redemption request in good order.

o Payment will be made by check to the address of record or by wire
transfer if indicated in the account application.

o Trust departments may redeem and deposit proceeds in accounts of their
clients, as specified in instructions given to the applicable Fund at the
time of initial purchase.

Minimum Account Balances

o Each Fund reserves the right to fully redeem any accounts which, due to
redemption or transfer, contain less than the following amounts:

Standard Share accounts: $500
Institutional Share accounts: $500,000

o A Fund will not redeem accounts that fall below the minimum amounts due
solely to a reduction in net asset value of the Fund's shares.

o Before any such redemption, notice will be sent to the shareholder and
the shareholder will have 60 days from the notice date to make additional
investments to meet the required minimum.

o These minimum account balance requirements will be waived when the
minimum initial investment requirements are waived.

Each Fund reserves the right to suspend the right of redemption or postpone
the payment of redemption proceeds to the extent permitted by the Securities and
Exchange Commission.

Although each Fund normally intends to redeem shares in cash, each 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 described
under "How the Fund Values its Shares." If portfolio securities were distributed
in lieu of cash, the shareholder would normally incur transaction costs upon the
disposition of any such securities.

Performance Information

From time to time, a Fund may publish its class's yield and/or average
annual total return in advertisements and communications to shareholders. The
current yield for all classes of each Fund (other than Wright U.S. Treasury
Money Market Fund) will be calculated by dividing the net investment income per
share during a recent 30 day period by the maximum offering price per share (net
asset value) of the class on the last day of the period. Each class's average
annual 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.

The yield of Wright U.S. Treasury Money Market Fund refers to the net
income generated by an investment in the Fund over a specified seven-day period.
This income is then annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield is
expressed similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. Yield and effective yield for the Fund will vary based on changes
in market conditions, the level of interest rates and the level of the Fund's
expenses. From time to time, quotations of the yield and effective yield may be
included in advertisements and communications to shareholders.

The investment results of each class in a Fund will fluctuate over time and
the performance of the classes will differ

<PAGE>

because the classes bear different expenses. Any presentation of current
yield, effective 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, effective yield or total return may be in any future period.
If the expenses of a Fund were reduced by Wright, WISDI or Eaton Vance, a
class's performance would be higher.
Other Information

The Trusts are business trusts established under Massachusetts law and are
open-end management investment companies. The Wright Managed Income Trust was
established pursuant to a Declaration of Trust dated February 17, 1983, as
amended and restated on April 28, 1997. The Wright Managed Equity Trust was
established pursuant to a Declaration of Trust dated June 17, 1982, as amended
and restated on April 28, 1997.

The Trusts reserve the right to create and issue multiple series of shares
which are separately managed and have different investment objectives. The
Trustees have authorized the issuance of two classes of each Fund (except WTMM
and WTRB, each of which offers a single class of shares), designated as the
Standard Shares and the Institutional Shares. The shares of each class represent
an interest in the same portfolio of investments of a Fund. Each class has equal
rights as to voting, redemption, dividends and liquidation. However, each class
bears different distribution fees and other expenses. Also, each class of
shareholders has exclusive voting rights with respect to its distribution plans,
if any.

The Trusts are not required and do not intend to hold annual meetings of
shareholders, although special meetings may be held for such purposes as
electing or removing Trustees, changing fundamental policies or approving a
management contract. Each Trust, under certain circumstances, will assist in
shareholder communications with other Trust shareholders.

Each Portfolio is organized as a series of the Portfolio Trust under the
laws of the State of New York. Each Portfolio intends to be treated as a
separate partnership for federal tax purposes. The Portfolio Trust, as well as
each Trust, intend to comply with all applicable federal and state securities
laws.

The Trustees of each Trust have considered the advantages and disadvantages
of investing the assets of each Feeder Fund in its corresponding Portfolio, as
well as the advantages and disadvantages of the two-tier format. The Trustees
believe that the structure offers opportunities for substantial growth in the
assets of the Portfolios, affords the potential for economies of scale for each
Feeder Fund (at least when the assets of its corresponding Portfolio exceed $500
million) and may over time result in lower expenses for a Feeder Fund.

In addition to selling an interest to its corresponding Feeder Fund, a
Portfolio may sell interests to other affiliated and non-affiliated mutual funds
or institutional investors. Such investors will invest in a Portfolio on the
same terms and conditions and will pay a proportionate share of the Portfolio's
expenses. However, the other investors investing in a Portfolio are not required
to sell their shares at the same public offering price as the corresponding
Feeder Fund due to variations in sales commissions and other operating expense.
These differences may result in differences in returns experienced by investors
in the various funds that invest in the corresponding Portfolio. Such
differences in returns are also present in other mutual fund structures,
including funds that have multiple classes of shares. Information regarding
other pooled investment entities or funds which invest in a Portfolio may be
obtained by contacting the Administrator, 24 Federal Street, Boston,
Massachusetts 02110, (617) 482-8260.

Whenever a Feeder Fund as an investor in a Portfolio is requested to vote
on matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
Trust without investor approval), the Feeder Fund will hold a meeting of Feeder
Fund shareholders and will vote its interest in the Portfolio for or against
such matters proportionately to the instructions to vote for or against such
matters received from Feeder Fund shareholders. A Fund will vote shares for
which it receives no voting instructions in the same proportion as the shares
for which it receives voting instructions. Other investors in a Portfolio may
alone or collectively acquire sufficient voting interests in the Portfolio to
control matters relating to the operation of the Portfolio, which may require
the corresponding Feeder Fund to withdraw its investment in the Portfolio or
take other appropriate action. Any such withdrawal could result in a
distribution "in kind" of portfolio securities (as opposed to a cash
distribution from the Portfolio). If securities are distributed, a Feeder Fund
could incur brokerage, tax or other charges in convening the securities to cash.
In addition, the distribution in kind may result in a less diversified portfolio
of investments or adversely affect the liquidity of a Feeder Fund.
Notwithstanding the above, there are other

<PAGE>

means for meeting shareholder redemption requests, such as borrowing.

A Feeder Fund may withdraw (completely redeem) all its assets from its
corresponding Portfolio at any time if the Board of Trustees of the affected
Trust determines that it is in the best interest of that Feeder Fund to do so.
In the event a Feeder Fund withdraws all of its assets from its corresponding
Portfolio, or the Board of Trustees of the affected Trust determines that the
investment objective of such Portfolio is no longer consistent with the
investment objective of the Feeder Fund, the Trustees would consider what action
might be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Feeder Fund's
assets in accordance with its investment objective. A Feeder Fund's investment
performance may be affected by a withdrawal of all its assets from its
corresponding Portfolio.

Tax-Sheltered Retirement Plans

The Funds are 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 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>

The Wright Managed
Blue Chip Investment Funds

PROSPECTUS
May 1, 1997

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
P.O. Box 5123
Westborough, Massachusetts 01581-5123

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
STANDARD SHARES
INSTITUTIONAL SHARES
May 1, 1997

THE WRIGHT MANAGED BLUE CHIP INVESTMENT FUNDS
----------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund

and

THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Treasury Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund

24 Federal Street
Boston, Massachusetts 02110

- ------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE

Additional Information about the Trusts
and the Portfolio Trust........................... 2
Additional Investment Information.................... 3
Investment Restrictions.............................. 6
Officers and Trustees................................ 7
Control Persons and Principal Holders of Shares...... 9
Investment Advisory and Administrative Services...... 11
Custodian............................................ 12
Independent Certified Public Accountants............. 13
Brokerage Allocation................................. 13
Pricing of Shares.................................... 14
Principal Underwriter................................ 15
Service Plans........................................ 17
Calculation of Performance and Yield Quotations...... 17
Taxes................................................ 19
Financial Statements................................. 20
Appendix............................................. 21

- -------------------------------------------------------------------------------

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 Funds in The Wright
Managed Equity Trust and The Wright Managed Income Trust (the "Trusts"), dated
May 1, 1997, 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 (Telephone: (800) 888-9471) or from the World Wide Web site
(http://www.wisi.com). Although each Fund offers only its shares of beneficial
interest, it is possible that a Fund might become liable for a misstatement or
omission in this Statement of Additional Information regarding another Fund
because the Funds use this combined Statement of Additional Information. The
Trustees of the Trusts have considered this factor in approving the use of a
combined Statement of Additional Information.

<PAGE>

Additional Information about the Trusts and the Portfolio Trust

Unless otherwise defined herein, capitalized terms have the meaning given
them in the Prospectus.

Each Trust is an open-end, management investment company organized as a
Massachusetts business trust. The Wright Managed Equity Trust was organized in
1982 and has the four series described herein. Each series offers two classes of
shares - Standard Shares and Institutional Shares. The Wright Managed Income
Trust was organized in 1983 and has the five series described herein. Each of
Wright U.S. Treasury Fund, Wright Treasury Near Term Fund and Wright Current
Income Fund offers two classes of shares -Standard Shares and Institutional
Shares. Wright Total Return Bond Fund offers a single class of shares - Standard
Shares, and Wright U.S. Treasury Money Market Fund offers a single class of
shares without a specific designation. The Trust changed its name from The
Wright Managed Bond Trust March 28, 1991. Prior to May 1, 1997, The Wright Major
Blue Chip Equities Fund was called the "Wright Quality Core Equities Fund." The
Trusts' series are collectively referred to as the "Funds." Each Fund is a
diversified fund.

Each Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of the Trust or, if the interests of a
particular Fund or class are affected, a majority of such Fund's or class's
outstanding shares. The Trustees are authorized to make amendments to each
Declaration of Trust that do not have a material adverse effect on the financial
interests of shareholders. Each Trust or series may be terminated upon the sale
of the Trust's or series' assets to another diversified open-end management
investment company, if approved by vote of a majority of the Trust's Trustees.
Each Trust or series or class may be terminated upon liquidation and
distribution of the assets of the Trust or series or class, if approved by a
majority of the Trustees. If not so terminated, each Trust or series or class
may continue indefinitely.

Each Trust's Declaration of Trust further provides that the Trustees will
not be liable for errors of judgment or mistakes of fact or law; however,
nothing in either 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 Trusts are organizations of the type commonly known as "Massachusetts
business trusts." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. Each 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. Each 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 a Trust itself would be unable to meet its
obligations. The risk of any shareholder incurring any liability for the
obligations of a Trust is extremely remote. The Investment Adviser does not
consider this risk to be material.

Each Portfolio is a series of the Portfolio Trust, a newly formed trust
which, like the Trusts, is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Portfolio Trust was organized as a trust under the laws of the State of New York
on March 18, 1997.

Interests in the Portfolio Trust have no preemptive or conversion rights,
and are fully paid and non-assessable except as described in the Prospectus. The
Portfolio Trust normally will not hold meetings of holders of such interests
except as required under the 1940 Act. The Portfolio Trust would be required to
hold a meeting of holders in the event that at any time less than a majority of
its Trustees holding office had been elected by holders. The Trustees of the
Portfolio Trust continue to hold office until their successors are elected and
have qualified. Trustees may be removed by a majority vote of the interests held
by holders in the Portfolio Trust qualified to vote in the election. The 1940
Act requires the Portfolio Trust to assist its holders in calling such a
meeting. Upon liquidation of a Portfolio, holders in the Portfolio would be
entitled to share pro rata in the net assets of the Portfolio available for
distribution to holders.

Each holder in the Portfolio Trust is entitled to a vote in proportion to
its percentage interest in the Portfolio Trust.
<PAGE>

Additional Investment Information

Description of Investments

The use of the term "Fund" or "Funds" in the following "Additional
Investment Information" is intended to include the corresponding Portfolios,
except as noted.

U.S. Government, Agency and Instrumentality Securities - U.S. Government
securities 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.

Repurchase Agreements - involve purchase of U.S. Government securities or
of other high-quality, short-term debt obligations. At the same time a Fund
purchases the security, it resells it to the vendor (a member bank of the
Federal Reserve System or recognized securities dealer), and is obligated to
redeliver the security to the vendor on an agreed-upon date in the future. The
resale price is in excess of the purchase price and reflects an agreed-upon
market rate unrelated to the coupon rate on the purchased security. Such
transactions afford an opportunity for a Fund to earn a return on cash which is
only temporarily available. A Fund's risk is the ability of the vendor to pay an
agreed-upon sum upon the delivery date, and the Trust believes the risk is
limited to the difference between the market value of the security and the
repurchase price provided for in the repurchase agreement. However, bankruptcy
or insolvency proceedings affecting the vendor of the security which is subject
to the repurchase agreement, prior to the repurchase, may result in a delay in a
Fund being able to resell the security.

In all cases when entering into repurchase agreements with other than FDIC
insured depository institutions, the Funds will take physical possession of the
underlying collateral security, or will receive written confirmation of the
purchase of the collateral security and a custodial or safekeeping receipt from
a third party under a written bailment for hire contract, or will be the
recorded owner of the collateral security through the Federal Reserve Book-Entry
System.

Certificates of Deposit - are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.

Bankers' Acceptances - are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.

Commercial Paper - refers to promissory notes issued by corporations in
order to finance their short-term credit needs.

Finance Company Paper - refers to promissory notes issued by finance
companies in order to finance their short-term credit needs.

Corporate Obligations - include bonds and notes issued by corporations in
order to finance longer-term credit needs.

Foreign Securities - WIBC 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. 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

<PAGE>

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. WIBC may engage in foreign currency
exchange transactions. Investments in securities of foreign governments and
companies whose principal business activities are located outside of the United
States will frequently involve currencies of foreign countries. In addition,
assets of the Fund may temporarily be held in bank deposits in foreign
currencies during the completion of investment programs. Therefore, the value of
the Fund's assets, as measured in U.S. dollars, may be affected favorably or
unfavorably by changes in foreign currency exchange rates and exchange control
regulations. Although the Fund values its assets daily in U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market. The Fund will convert currency on a spot basis
from time to time and will incur costs in connection with such currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. The Fund does not intend to speculate in foreign
currency exchange rates.

As an alternative to spot transactions, the Fund may enter into contracts
to purchase or sell foreign currencies at a future date ("forward" contracts) or
purchase currency call or put options. A forward contract involves an obligation
to purchase or sell a specific currency at a future date and price fixed by
agreement between the parties at the time of entering into the contract. These
contracts are traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. A forward contract
generally involves no deposit requirement and no commissions are charged at any
stage for trades. The Fund intends to enter into such contracts only on net
terms. The purchase of a put or call option is an alternative to the purchase or
sale of forward contracts and will be used if the option premiums are less then
those in the forward contract market.

The Fund may enter into forward contracts only under two circumstances.
First, when the Fund enters into a contract for the purchase or sale of a
security quoted or dominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security. This is accomplished by entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars,
of the amount of foreign currency involved in the underlying security
transaction ("transaction hedging"). Such forward contract transactions will
enable the Fund to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased or
sold and the date of payment for the security.

Second, when the Fund's investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund may enter into a forward contract to sell, for a fixed amount
of U.S. dollars, the amount of foreign currency approximating the value of some
or all of the securities quoted or denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible. The future value of such securities in
foreign currencies will change as a consequence of fluctuations in the market
value of those securities between the date the forward contract is entered into
and the date it matures. The projection of currency exchange rates and the
implementation of a short-term hedging strategy are highly uncertain. As an
operating policy, the Fund does not intend to enter into forward contracts for
such hedging purposes on a regular or continuous basis, and will not do so if,
as a result, more than 50% of the value of the Fund's total assets would be
committed to the consummation of such contracts. The Fund will also not enter
into such forward contracts or maintain a net exposure to such contracts if the
contracts would obligate the Fund to deliver an amount of foreign currency in
excess of the value of the Fund's securities or other assets denominated in that
currency.

The Fund's custodian will place cash or liquid 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

<PAGE>

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 use of
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.

"When-Issued" Securities - Securities are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
terms of yield to maturity, is fixed at the time the commitment to purchase is
made, but delivery and payment for the when-issued securities may take place at
a later date. Normally, the settlement date occurs 15 to 90 days after the date
of the transaction. The payment obligation and the interest rate that will be
received on the securities are fixed at the time a Fund enters into the purchase
commitment. During the period between purchase and settlement, no payment is
made by the Fund to the issuer and no interest accrues to the Fund. To the
extent that assets of a Fund are held in cash pending the settlement of a
purchase of securities, the Fund would earn no income; however, it is intended
that the Funds will be fully invested to the extent practicable and subject to
the policies stated above. While when-issued securities may be sold prior to the
settlement date, it is intended that such securities will be purchased for a
Fund with the purpose of actually acquiring them unless a sale appears to be
desirable for investment reasons. At the time a commitment to purchase
securities on a when-issued basis is made for a Fund, the transaction will be
recorded and the value of the security reflected in determining the Fund's net
asset value. The Trust will establish a segregated account in which a Fund that
purchases securities on a when-issued basis will maintain cash and liquid
securities equal in value to commitments for when-issued securities. If the
value of the securities placed in the separate account declines, additional cash
or securities will be placed in the account on a daily basis so that the value
of the account will at least equal the amount of a Fund's when-issued
commitments. Such segregated securities either will mature or, if necessary, be
sold on or before the settlement date. Securities purchased on a when-issued
basis and the securities held by a Fund are subject to changes in value based
upon the public's perception of the credit worthiness of the issuer and changes
in the level of interest rates (which will generally result in both changing in
value in the same way, i.e., both experiencing appreciation when interest rates
decline and depreciation when interest rates rise). Therefore, to the extent
that a Fund remains substantially fully invested at the same time that it has
purchased securities on a when-issued basis, there will be greater fluctuations
in the market value of the Fund's net assets than if cash were solely set aside
to pay for when-issued securities.

Lending Portfolio Securities. All of the Funds in the Equity Trust may seek
to increase income by lending portfolio securities to broker-dealers or other
institutional borrowers.

<PAGE>

Under present regulatory policies of the Securities and Exchange
Commission, such loans are required to be secured continuously by collateral in
cash or liquid assets 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.

WJBC Investment Process. 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.

Investment Restrictions

The following investment restrictions have been adopted by each Trust and
the Portfolio Trust and may be changed as to a Fund or a Portfolio, as the case
may be, only by the vote of a majority of the Fund's or Portfolio'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 or the interests of the
Portfolio if the holders of more than 50% of the shares or interests, as the
case may be, are present or represented at the meeting or (b) more than 50% of
the shares or interests of the Fund or Portfolio. Accordingly, the Funds
(Portfolios) may not:

(1) Borrow money or issue senior securities except as permitted by the
Investment Company Act of 1940. In addition, a Fund or Portfolio may not issue
bonds, debentures or senior equity securities, other than shares of beneficial
interest;

(2) With respect to 75% of the total assets of a Fund or Portfolio, purchase the
securities of any issuer if such purchase would cause more than 5% of its total
assets (taken at market value) to be invested in the securities of such issuer,
or purchase securities of any issuer if such purchase would cause more than 10%
of the total voting securities of such issuer to be held by the Fund or
Portfolio, except obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities;

(3) Purchase securities on margin (but a Fund or Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchase and sales
of securities);

(4) Purchase or sell real estate, although a Fund or Portfolio may purchase and
sell securities which are secured by real estate and securities of companies
which invest or deal in real estate;

(5) Purchase or sell commodities or commodity contracts for the purchase or sale
of physical commodities other than currency, excluding financial futures
contracts and options on these financial futures contracts;

(6) Make an investment in any one industry that would cause investments in such
industry to equal or exceed 25% of the Fund's or Portfolio's total assets taken
at market value at the time of such investment (other than securities issued or
guaranteed by the U.S.
Government or its agencies or instrumentalities);

(7) Underwrite or participate in the marketing of securities of others; and

(8) Make loans to any person except by (a) the acquisition of debt securities
and making portfolio investments, (b) entering into repurchase agreements, or
(c) lending portfolio securities.

Notwithstanding the investment policies and restrictions of a Fund, a Fund
may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund. Notwithstanding the investment restrtictions set forth above, WTMM will be
subject to the restrictions set forth in Rule 2a-7 under the 1940 Act.

Nonfundamental Investment Restrictions. In addition to the foregoing fundamental
investment restrictions, each

<PAGE>

Trust and the Portfolio Trust have adopted the following nonfundamental
policies which may be amended or rescinded by the vote of the Trust's or the
Portfolio Trust's Board of Trustees without shareholder or interestholder
approval. The Funds (Portfolios) may not:

(a) Invest more than 15% (10% for Wright U.S. Treasury Money Market Fund) of the
Fund's or Portfolio's net assets in illiquid investments, including repurchase
agreements maturing in more than seven days, securities which are not readily
marketable and restricted securities not eligible for resale pursuant to Rule
144A under the 1933 Act.

(b) Purchase additional securities if the Fund's or Portfolio's borrowings
exceed 5% of its total assets;

(d) For purposes of fundamental investment restriction (6), the Trusts and the
Portfolio Trust consider utility companies, gas, electric, water and telephone
companies as separate industries; except that, with respect to any Fund which
has a policy of being primarily invested in obligations whose interest income is
exempt from federal income tax, the restriction shall be that the Trust
(Portfolio Trust) will not purchase for that Fund either (i) pollution control
and industrial development bonds issued by non-governmental users or (ii)
securities whose interest income is not exempt from federal income tax, if in
either case the purchase would cause more than 25% of the market value of the
assets of the Fund (Portfolio) at the time of such purchase to be invested in
the securities of one or more issuers having their principal business activities
in the same industry.

Except for the restriction on borrowing, if a percentage restriction
contained in any Fund's or Portfolio's investment policies is adhered to at the
time of investment, a later increase or decease in the percentage resulting from
a change in the value of portfolio securities or the Fund's or Portfolio's net
assets will not be considered a violation of such restriction.

Officers and Trustees

The officers and Trustees of the Trusts are listed below. The officers and
Trustees of the Portfolio Trust are identical to those of the Trusts. 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 Trusts, the Portfolio Trust,
Wright, Winthrop, Eaton Vance, Eaton Vance's wholly owned subsidiary, Boston
Management and Research ("BMR"), Eaton Vance's parent company, Eaton Vance Corp.
("EVC"), or 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 (*).

H. DAY BRIGHAM, JR. (70), Vice President, Secretary and Trustee*
Retired Vice President, Chairman of the Management Committee and Chief Legal
Officer of Eaton Vance, EVC, BMR and EV; Director of Wright and Winthrop since
February, 1997.
Address: 92 Reservoir Avenue, Chestnut Hill, MA 02167

A.M. MOODY III (60), Vice President & Trustee*
Senior Vice President, Wright and Winthrop; President, Wright Investors'Service
Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604

RICHARD E. TABER (48), Trustee
Chairman and Chief Executive Officer of First County Bank, Stamford, CT. Mr.
Taber was appointed a Trustee of the Trusts on March 18,
1997.
Address: 117 Prospect Street, Stamford, CT 06904

<PAGE>

RAYMOND VAN HOUTTE (72), Trustee
President Emeritus and Counselor of The Tompkins County Trust Co., 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 (58), Vice President
Executive Vice President, Investment Management: 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 (52), 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 (61), Assistant Secretary and Assistant 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

WILLIAM J. AUSTIN, JR. (45), 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 Trusts on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110

A. JOHN MURPHY (34), 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). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trusts on
June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110

ERIC G. WOODBURY (39), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant
Secretary of the Trusts on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110

Messrs. Emmet, Miles, Pierce and Van Houtte are members of the Special
Nominating Committees of the Trustees of the Trusts and the Portfolio Trust. The
Special Nominating Committees' 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 Trusts, the Portfolio Trust, Eaton Vance,
Wright or Winthrop. The Trusts and the Portfolio Trust do not have designated
audit committees since the full boards perform the functions of such committee.

All of the Trustees and officers hold identical positions with the Equity
Trust, the Income Trust, The Wright Managed Blue Chip Series Trust (except Mr.
Miles), The Wright EquiFund Equity Trust, Catholic Values Investment Trust and
the Portfolio Trust. The fees and expenses of those Trustees of the Trusts and
the Portfolio Trust (Messrs. Emmet, Miles, Pierce, Taber and Van Houtte) who are
not interested persons of the Trusts and the Portfolio Trust and of Mr. Brigham
are paid by the Trusts and the Portfolio Trust, respectively. They also received
additional payments from other investment companies for which Wright provides
investment advisory services. The Trustees who are employees of Wright receive
no compensation from the Trusts and the Portfolio Trust. The Trusts and the
Portfolio Trust do not have a retirement plan for the Trustees. Beginning in
1997, Mr. Brigham will receive compensation of $1,250 from each Trust and $6,000
in total compensation from the complex. Mr. Taber, appointed a Trustee on March
18, 1997, will receive compensation of $1,250 from each Trust and $5,000 in
total compensation from the complex. For Trustee compensation from the Trusts
for the fiscal year ended December 31, 1996, see the following table.

COMPENSATION TABLE
Fiscal Year Ended December 31, 1996

THE WRIGHT MANAGED EQUITY TRUST - 4 Funds
THE WRIGHT MANAGED INCOME TRUST - 5 Funds

Aggregate Compensation from
The Wright The Wright
Managed Managed Compensation
Trustees Equity Trust Income Trust Paid(1)
- ----------------------------------------------------------------

Winthrop S. Emmet $1,250 $1,250 $5,000
Leland Miles $1,250 $1,250 $3,750
Lloyd F. Pierce $1,250 $1,250 $5,000
George R. Prefer(2) $ 750 $ 750 $3,000
Raymond Van Houtte $1,250 $1,250 $5,000
- ----------------------------------------------------------------

(1) Total compensation paid includes not only service on the boards of The
Wright Managed Equity Trust (4 Funds)and The Wright Managed Income Trust (5
Funds) but also service on other boards in the Wright Fund complex(26 Funds)
for a total of 35 Funds.Total compensation paid also includes payments expected
to be paid during the current fiscal year for the Portfolio Trust.

(2) Mr. Prefer resigned as a Trustee on September 18, 1996.

<PAGE>

During the current fiscal year, the Portfolio Trust estimates payments to
its Trustees as follows:

PORTFOLIO TRUST COMPENSATION TABLE

Estimated Compensation Total
from the Compensation
Trustees Portfolio Trust Paid(1)
- ----------------------------------------------------------------------------

H. Day Brigham $1,250 $7,000
Winthrop S. Emmet $1,250 $7,000
Leland Miles $1,250 $6,750
Lloyd J. Pierce $1,250 $7,000
Richard E. Taber $1,250 $6,000
- ----------------------------------------------------------------------------

(1) Estimated to be paid by the Portfolio Trust and the 35 other funds in the
Wright Funds complex.

Control Persons and
Principal Holders of Shares

As of March 31, 1997, the Trustees and officers of the Trusts and the
Portfolio Trust, as a group, owned in the aggregate less than 1% of the
outstanding shares of each Fund and Portfolio.

As of March 31, 1997, the following shareholders were record holders of the
following percentages of the outstanding shares of the Funds:
<TABLE>
<CAPTION>

EQUITY TRUST Percent of Outstanding Shares Owned
-------------------------------------------------
WSBC WJBC WMBC WIBC
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ruane & Co. 6.2% 5.5%
c/o Tompkins County Trust Co.
Ithaca, NY 14851
- ------------------------------------------------------------------------------------------------------------------------------

Southington Savings Investment 5.6% 9.8%
Mgt.Trust Services
Southington, CT 06489
- ------------------------------------------------------------------------------------------------------------------------------

Sachem Trust National Association 5.2%
Guilford, CT 06437
- ------------------------------------------------------------------------------------------------------------------------------

Judd's Inc. Pension Plan 16.3%
Washington, DC 20002
- ------------------------------------------------------------------------------------------------------------------------------

NCSC Staff Pension Fnd
Silver Spring, MD 20910-3314 9.8%
- ------------------------------------------------------------------------------------------------------------------------------

Leo S. Rowe
Pan American Fund 7.7%
Washington, DC 20006
- ------------------------------------------------------------------------------------------------------------------------------

RWDSU Pension Fund
c/o Compass Bank 10.3%
Birmingham, AL 36288
- -------------------------------------------------------------------------------------------------------------------------------

Charles Schwab & Co. Inc. 8.9%
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------------------------------

Investors Fiduciary Tr. Co. Cust. 8.9%
FBO Centurion Trust Co.
Kansas City, MO 64105
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

INCOME TRUST Percent of Outstanding Shares Owned
----------------------------------------------------------------
WUSTB WNTB WTRB WCIF WTMM
- -------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Independence Trust Co. 8.8% 7.0%
Manchester, NH 03105
- -------------------------------------------------------------------------------------------------------------------------------

Barhart Company 7.0% 8.2% 8.3%
Bar Harbor Banking & Trust Co.
Bar Harbor, ME 04609-0218
- -------------------------------------------------------------------------------------------------------------------------------

American Wyoming & Co. 6.5%
Cheyenne, WY 82003
- -------------------------------------------------------------------------------------------------------------------------------

Sachem Trust National Corporation 7.3%
Guilford, CT 06437
- -------------------------------------------------------------------------------------------------------------------------------

Ruane & Co.
c/o Tompkins County Trust Company 6.3% 6.2%
Ithaca, NY 14851
- --------------------------------------------------------------------------------------------------------------------------------

CC Dickson Co. 5.7%
Charlotte, NC 28236
- --------------------------------------------------------------------------------------------------------------------------------

First National Bank - Winfield, Kansas 5.4%
Winfield, KS 67156
- ---------------------------------------------------------------------------------------------------------------------------------

Southington Savings Investment 10.7%
Mgt. Trust Services
Southington, CT 06489
- ---------------------------------------------------------------------------------------------------------------------------------

Norwalk Savings Society 7.5% 5.0%
Norwalk, CT 06852
- ---------------------------------------------------------------------------------------------------------------------------------

Thompson & Co. 5.6%
c/o First National Bank
Brookings, SD 57006
- ---------------------------------------------------------------------------------------------------------------------------------

RWDSU Pension Fund - Fixed 13.4%
RWDSU Benefit Plan 7.0%
c/o Compass Bank
Birmingham, AL 35296
- ---------------------------------------------------------------------------------------------------------------------------------

Niagara Mohawk Power Corp. 6.1%
c/o Boston Safe Deposit & Trust Co.
Medford, MA 02155
- ---------------------------------------------------------------------------------------------------------------------------------

Creve & Company 13.2%
Town & Country, MO 63012
- ---------------------------------------------------------------------------------------------------------------------------------

First County Bank 5.7%
Stamford, CT 06901
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Investment Advisory and
Administrative Services

The Trusts have engaged Winthrop to act as investment adviser to the Funds
pursuant to Investment Advisory Contracts (the "Investment Advisory Contracts").
Pursuant to a service agreement effective February 1, 1996 between Winthrop and
Wright, Wright, acting under the general supervision of the Trusts' Trustees,
furnishes each non-Feeder Fund with investment advice and management services,
as described below. Winthrop supervises Wright's performance of this function
and retains its contractual obligations under the Investment Advisory Contracts.
Winthrop has agreed that for so long as a Feeder Fund invests its investable
assets in a corresponding Portfolio it will not impose any advisory fees to
which it would be entitled under the respective Investment Advisory Contract.
The Portfolio Trust has engaged Wright as investment adviser to provide
investment advice and management services to the Portfolios pursuant to the
Portfolio Investment Advisory Contract. The estate of John Winthrop Wright may
be considered a controlling person of Winthrop and Wright by reason of its
ownership of 29% of the outstanding shares of Winthrop.

Pursuant to each Investment Advisory Contract and the Portfolio Investment
Advisory Contract, Wright will carry out the investment and reinvestment of the
assets of the non-Feeder Funds and the Portfolios, will furnish continuously an
investment program with respect to the non-Feeder Funds and the Portfolios, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations. Wright will furnish to the non-Feeder Funds and
the Portfolios 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. In return for these services, each non-Feeder Fund or Portfolio is
obligated to pay a monthly advisory fee calculated at the rates set forth in the
current Prospectus. The following table sets forth the net assets of each Fund
at December 31, 1996 and the advisory fee paid by the Funds during the fiscal
years ended December 31, 1996, 1995 and 1994. Prior to the close of business on
April 30, 1997, Wright managed directly the assets of the non-Feeder Funds.

Aggregate Advisory Fees Paid for the
Net Assets Fiscal Year Ended December 31
at 12/31/96 1996 1995 1994
- ------------------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
WBC $208,165,581 $1,436,025 $1,283,832 $1,169,165
WJBC(1) 14,028,700 104,339 174,577 322,161
WMBC 25,815,115 175,798 235,233 332,192
WIBC 268,732,339 1,847,061 1,682,897 1,394,066

THE WRIGHT MANAGED INCOME TRUST
WUSTB(2) $ 54,977,949 $163,849 $ 65,539 $ 84,992
WNTB 130,325,034 584,296 739,265 1,266,025
WTRB 91,381,631 442,120 525,335 824,625
WCIF 64,623,371 256,204 313,626 403,012
WTMM(3) 95,183,509 203,163 162,732 157,447
- ------------------------------------------------------------------------------

(1) To enhance the net income of the Fund during the fiscal year ended December
31, 1996, Wright made a reduction of its advisory fee in the amount of $1,580.
(2) To enhance the net income of the Fund during the fiscal year ended December
31, 1995, Wright made a reduction of its advisory fee in the amount of $17,515.
(3) To enhance the net income of the Fund, Wright made a reduction of its
advisory fees during each of the three fiscal years ended December 31, 1996 by
$127,441, $87,656 and $114,912, respectively.

The Trusts have engaged Eaton Vance to act as the administrator for each
Fund pursuant to separate Administration Agreements. The Portfolio Trust has
engaged Eaton Vance to act as the administrator for each Portfolio pursuant to a
Portfolio Administration Agreement. For its services under the Trusts'
Administration Agreements, Eaton Vance receives monthly administration fees at
the annual rates set forth in the current Prospectus. No administration fees are
currently payable to Eaton Vance pursuant to the Portfolio Administration
Agreement. The following table sets forth the administration fees earned from
the Funds for the fiscal years ended December 31, 1996, 1995 and 1994.

Administration Fees Paid by the Funds
for the Fiscal Year Ended December 31
1996 1995 1994
- -------------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
WBC $277,044 $263,811 $253,840
WJBC 37,941 63,483 117,150
WMBC 78,132 104,548 147,641
WIBC 282,614 270,853 248,916

THE WRIGHT MANAGED INCOME TRUST
WUSTB $ 40,959 $ 16,384 $ 21,245
WNTB 116,024 129,501 172,293
WTRB 103,457 110,899 136,920
WCIF 64,043 78,407 97,754
WTMM 40,793 32,543 31,490
- --------------------------------------------------------------------------

The Portfolio Trust did not commence operations until May 1, 1997 and paid
no administration fees to Eaton Vance as of December 31, 1996.

<PAGE>

Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, 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, Mr. Gardner is
vice chairman and Mr. Hawkes 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 December 31, 1997, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Thomas E.
Faust, Jr. 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 or officers and Directors of EVC and EV. As of April 30,
1997, Messrs. Clay, Gardner and Hawkes each owned 24% of such voting trust
receipts. Messrs. Rowland and Faust each owned 15% and 13%, respectively, of
such voting trust receipts. Messrs. Austin, Murphy, O'Connor and Woodbury and
Ms. Sanders are officers of the Trusts and are also members of the Eaton Vance,
BMR and EV organizations. Eaton Vance will receive the fees paid under the
Administration Agreements.

In addition to the fees payable to the service providers described herein,
the Funds and Portfolios are responsible for usual and customary expenses
associated with their respective operations not otherwise payable by Wright or
Eaton Vance. These include, among other things, organization expenses, legal
fees, audit and accounting expenses, insurance costs, the compensation and
expenses of the Trustees, interest, taxes and extraordinary expenses (such as
for litigation). For each Fund, such expenses also include printing and mailing
reports, notices and proxy statements to shareholders and registration fees
under federal securities laws and the cost of providing required notices to
state securities administrators. For the Portfolios, such expenses also include
registration fees under foreign securities laws (for WIBC) and brokerage
commissions.

The Investment Advisory Contracts and Portfolio Investment Advisory
Contract will remain in effect until February 28, 1998 and 1999, respectively.
The Investment Advisory Contracts and the Portfolio Investment Advisory Contract
may be continued from year to year so long as such continuance is approved at
least annually (i) by the vote of a majority of the Trustees who are not
"interested persons" of the Trust, the Portfolio 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 voting securities of the respective Funds or
Portfolios. The Administration Agreements may be continued from year to year
after February 28, 1998 so long as such continuance is approved annually by the
vote of a majority of the Trustees. Each agreement may be terminated 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 the affected Fund or Portfolio, 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 or Portfolio Trust, as the
case may be, under such agreement on the part of Eaton Vance or Wright, Eaton
Vance or Wright will not be liable to the Trust or Portfolio Trust, as the case
may be, for any loss incurred.

Custodian

Investors Bank & Trust Company ("IBT"), 89 South Street, Boston,
Massachusetts, acts as custodian for the Funds and the Portfolios. IBT has the
custody of all cash and securities of the Funds and Portfolios, maintains the
Funds' and Portfolios' 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' and
Portfolios' investments, receives and disburses all funds and performs various
other ministerial duties upon receipt of proper instructions from the Funds and
Portfolios. 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

<PAGE>

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, Masachusetts are the
Trusts' and the Portfolio 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 non-Feeder Fund
and Portfolio, which in some cases may be effected in block transactions which
include other accounts managed by Wright. Wright provides similar services
directly for bank trust departments. Wright seeks to execute portfolio security
transactions on the most favorable terms and in the most effective manner
possible. In seeking best execution, Wright will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various
relevant factors, including without limitation the size and type of the
transaction, the nature and character of the markets for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, experience and financial condition of the
broker-dealer and the value and quality of service rendered by the broker-dealer
in other transactions, and the reasonableness of the brokerage commission or
markup, if any.

It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Funds may give consideration to those firms
which supply brokerage and research services, quotations and statistical and
other information to Wright for their use in servicing their accounts. The Funds
may include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less than all of their accounts and
the services and information furnished by a particular firm may not necessarily
be used in connection with the account which paid brokerage commissions to such
firm. The advisory fee paid by the non-Feeder Funds and the Portfolios 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 staffs.

Subject to the requirement that Wright shall use its best efforts to seek
to execute each non-Feeder Fund's and Portfolio'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 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 each Investment Advisory Contract and the Portfolio 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 Prospectus or this Statement
of Additional Information has been supplemented or amended to disclose the
conditions under which Wright proposes to do so.
<PAGE>

Each Investment Advisory Contract and the Portfolio 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 non-Feeder Fund or Portfolio 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, 1996, 1995 and 1994, the Funds
in the Equity Trust paid the following aggregate brokerage commissions on
portfolio transactions:

1996 1995 1994
--------------------------

Wright Selected Blue Chip
Equities Fund (WBC) $271,332 $206,758 $345,675

Wright Junior Blue Chip
Equities Fund (WJBC) $ 33,088 $ 45,144 $ 71,949

Wright Major Blue Chip
Equities Fund (WMBC) $ 60,066 $100,898 $112,398

Wright International Blue Chip
Equities Fund (WIBC) $495,678 $241,321 $722,613

It is expected that purchases and sales of portfolio investments by the
Funds in the Wright Managed Income Trust (or their corresponding Portfolios)
will be with the issuers or with major dealers in debt instruments acting as
principal, and that the Funds (or Portfolios) will normally pay no brokerage
commissions. The cost of securities purchased from underwriters includes a
disclosed, fixed underwriting commission or concession, and the prices for which
securities are purchased from and sold to dealers usually include an undisclosed
dealer mark-up or mark-down. During the fiscal years ended December 31, 1996,
1995 and 1994, none of the Funds in the Income Trust paid brokerage commissions.

Pricing of Shares

All Funds Except
Wright U.S. Treasury Money Market Fund

For a description of how the Funds value their Standard Shares and
Institutional Shares, see "How the Funds Value their Shares" in the Funds'
current Prospectus. The Funds value securities with a remaining maturity of 60
days or less by the amortized cost method. The amortized cost method involves
initially valuing a security at its cost (or its fair market value on the
sixty-first day prior to maturity) and thereafter assuming a constant
amortization to maturity of any discount or premium, without regard to
unrealized appreciation or depreciation in the market value of the security.

Wright U.S. Treasury Money Market Fund

Wright U.S. Treasury Money Market Fund values its shares three times on
each day the New York Stock Exchange (the "Exchange") is open at noon, at 3:00
p.m. and as of the close of regular trading on the Exchange - normally 4:00 p.m.
New York time. The net asset value is determined by IBT (as agent for the Fund)
in the manner authorized by the Trustees. Portfolio assets of the Fund are
valued at amortized cost in an effort to attempt to maintain a constant net
asset value of $1.00 per share, which the Trustees have determined to be in the
best interests of the Fund and its shareholders. The Fund's use of the amortized
cost method to value the portfolio securities is conditioned on its compliance
with conditions contained in a rule issued by the Securities and Exchange
Commission (the "Rule").

Under the Rule, the Trustees are obligated, as a particular responsibility
within the overall duty of care owed to the shareholders, to establish
procedures reasonably designed, taking into account current market conditions
and the investment objectives of the Fund, to stabilize the net asset value per
share as computed for the purposes of distribution, redemption and repurchase at
$1.00 per share. The Trustees' procedures include periodically monitoring, as
they deem appropriate and at such intervals as are reasonable in light of
current market conditions, the extent of deviation between the amortized cost
value per share and a net asset value per share based upon available indications
of market value as well as review of the methods used to calculate the
deviation. The Trustees will consider what steps, if any, should be taken in the
event of a difference of more than 1/2 of 1% between such two values. The
Trustees will take such steps as they consider appropriate (e.g., redemption in
kind, selling prior to maturity to realize gains or losses or to shorten the
average portfolio maturity, withholding dividends or using market quotations) to
minimize any material dilution or other unfair results to investors or existing
shareholders, which might arise from differences between the two values.
<PAGE>

The Rule requires that the Fund's investments, including repurchase
agreements, be limited to those U.S. dollar-denominated instruments which the
Trustees determine present minimal credit risks and which are at the time of
acquisition rated by the requisite number of nationally recognized statistical
rating organizations in one of the two highest short-term rating categories or,
in the case of any instrument that is not so rated, of comparable quality as
determined by Wright in accordance with procedures established by the Trustees.
It also calls for the Fund to maintain a dollar-weighted average portfolio
maturity (not more than 90 days) appropriate to its objective of maintaining a
stable net asset value of $1.00 per share and precludes the purchase of any
instrument with a remaining maturity of more than 13 months. Should the
disposition of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, the Fund's available cash will be
invested in such a manner as to reduce such maturity to 90 days or less as soon
as reasonably practicable.

It is the normal practice of Wright U.S. Treasury Money Market Fund to hold
portfolio securities to maturity and to realize par value therefor unless a sale
or other disposition is mandated by redemption requirements or other
extraordinary circumstances. Under the amortized cost method of valuation,
traditionally employed by institutions for valuation of money market
instruments, neither the amount of daily income nor the Fund's net asset value
is affected by any unrealized appreciation or depreciation on securities held
for the Fund. There can be no assurance that the Fund's objectives will be
achieved.

* * *

The Funds and the Portfolios will not price securities on the following
national holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.

Principal Underwriter

Each Trust has adopted a Distribution Plan as defined in Rule 12b-1 under
the 1940 Act (the "Plan") on behalf of its Funds (except Wright U.S. Treasury
Money Market Fund) with respect to each Fund's Standard Shares. Each Trust's
Plan specifically authorizes each Fund to pay 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 Standard
Shares. The expenses of such activities will not exceed 0.25% per annum of each
Fund's average daily net assets attributable to the Standard Shares. Payments
under the Plan are reflected as an expense in each Fund's financial statements
relating to the applicable class of shares.

Each Trust has entered into a distribution contract on behalf of its Funds
with respect to the Funds' Standard Shares and Institutional Shares 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 Standard Shares and Institutional Shares. Wright U.S.
Treasury Money Market Fund is not obligated to make any distribution payments to
WISDI under its Distribution Contract.

Each Fund, except Wright U.S. Treasury Money Market Fund, will pay 0.25% of
its average daily net assets attributable to Standard Shares, to WISDI for
distribution activities on behalf of the Fund in connection with the sale of its
Standard Shares. WISDI will provide on a quarterly basis documentation
concerning the expenses of such activities. Documented expenses of a Fund may
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, advertising of any type
intended to enhance the sale of shares of the Fund and interest or other
financing charges. Subject to the 0.25% per annum limitation imposed on Standard
Shares by each Trust's Plan, a Fund may pay separately for expenses of
activities primarily intended to result in the sale of the Fund's Standard
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, Chief Executive Officer and a Trustee of each Trust and President and
a Director of Wright and Winthrop, is Vice President, Treasurer and a Director
of WISDI. A.M. Moody, Ill, 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 each Trust that the
following are not expenses primarily intended to result in the sale of Standard
Shares Shares issued by any

<PAGE>

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 the sale of Standard Shares issued by a Fund,
they will be considered to be expenses contemplated by and included in the Plan
but not subject to the 0.25% per annum limitation described herein.

Under each Trust's Plan, the President or Vice President of the Trust will
provide to the Trustees for their review, and the Trustees will 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, 1996, it is estimated that WISDI spent approximately the following
amounts on behalf of The Wright Managed Investment Funds, including the Funds in
the Trusts:

Wright Investors' Service Distributors, Inc.
Financial Summaries for the Year 1996
<TABLE>
<CAPTION>

Printing & Mailing Travel & Commissions Administration
FUNDS Promotional Prospectuses Entertainment & Service Fees & Other TOTAL
- -------------------------------------------------------------------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (WBC) $119,067 $12,818 $23,432 -- $301,502 $456,819
Wright Junior Blue Chip Equities Fund (WJBC) --
Wright Major Blue Chip Equities Fund (WMBC) 23,426 1,776 3,247 -- 34,848 63,297
Wright International Blue Chip Equities
Fund (WIBC) 119,254 13,408 24,512 $98,648 222,039 477,861

THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund (WUSTB) $ 28,028 $ 2,125 $ 3,885 -- $ 41,694 $ 75,732
Wright U.S. Treasury Near Term Fund (WNTB) 103,671 7,860 14,369 -- 154,220 280,119
Wright Total Return Bond Fund (WTRB) 80,762 6,123 11,193 -- 120,140 218,218
Wright Current Income Fund (WCIF) 47,943 3,635 6,645 -- 71,319 129,541
</TABLE>

The following table shows the distribution expenses allowable to WISDI and
paid by each Fund pursuant to the plan then in effect for the year ended
December 31, 1996. Only a single class of shares was outstanding as of December
31, 1996.
<TABLE>
<CAPTION>

Distribution Expenses Distribution Expenses
Distribution Distribution Paid As a % of Distribution Distribution Paid As a % of
Expenses Expenses Fund's Average Expenses Expenses Fund's Average
Allowable Paid by Fund Net Asset Value Allowable Paid by Fund Net Asset Value
- ---------------------------------------------------------------------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST THE WRIGHT MANAGED INCOME TRUST
<S> <C> <C> <C> <C> <C> <C> <C>
WBC $456,819 $456,819 0.20% WUSTB $ 81,923 $75,732 (3) 0.18%
WJBC 37,941 0 (1) 0.00% WNTB 280,119 280,119 0.20%
WMBC 78,136 63,297 (2) 0.16% WTRB 218,218 218,218 0.20%
WIBC 477,861 477,861 0.20% WCIF 129,541 129,541 0.20%

- ----------------------------------------------------------------------------------------------------------------------------------

(1) WISDI reduced its fee in the amount of $37,941.
(2) WISDI reduced its fee in the amount of $14,839.
(3) WISDI reduced its fee in the full amount of $6,191.
</TABLE>

<PAGE>

Under its terms, each 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
Trust's Plan. Each Plan may not be amended to increase materially the amount to
be spent by the applicable class for the services described therein without
approval of a majority of the outstanding Standard Shares and all material
amendments of the Plan must also be approved by the Trustees of the Trust in the
manner described above. Each Trust's Plan may be terminated as to each class at
any time 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 affected class. If a Plan
is terminated, the respective Fund would stop paying the distribution fee with
respect to the affected class and the Trustees would consider other methods of
financing the distribution of the Fund's Standard Shares. So long as a Trust's
Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the Trust will be committed to the discretion of the
Trustees who are not such interested persons. The Trustees of each Trust have
determined that in their judgment there is a reasonable likelihood that the Plan
will benefit the Trust and the holders of Standard Shares.

Service Plans

The Service Plans were adopted by each Trust's Trustees on behalf of the
Funds and will continue in effect from year to year, provided such continuance
is approved annually by a vote of the respective Trust's Trustees, including a
majority of the Trustees who are not interested persons of that Trust and who
have no direct or indirect financial interest in the operation of the Service
Plan. Each Service Plan may be terminated at any time without payment of any
penalty by vote of a majority of the Trustees of the appropriate Trust who are
not interested persons of that Trust and who have no direct or indirect
financial interest in the operation of the Service Plan. The Trustees of each
Trust have determined that in their judgment there is a reasonable likelihood
that the Service Plan will benefit the Funds in each respective Trust and each
Fund's holders of Standard Shares and Institutional Shares.

Calculation of Performance
and Yield Quotations

The average annual total return of each Fund is determined for a particular
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (i.e., net
asset value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount (only a single class
of shares of each Fund was outstanding as of December 31, 1996). 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 yield of each Fund, other than Wright U.S. Treasury Money Market Fund,
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 (only a
single class of shares of each Fund was outstanding as of December 31, 1996).
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, 1996, the yield of each Fund,
other than Wright U.S. Treasury Money Market Fund, was as follows:

30-Day Period Ended
December 31, 1996*
- ---------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund 1.05%
Wright Junior Blue Chip Equities Fund 0.83%
Wright Major Blue Chip Equities Fund 0.91%
Wright International Blue Chip Equities Fund N/A

THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund 5.74%
Wright U.S. Treasury Near Term Fund 5.03%
Wright Total Return Bond Fund 5.54%
Wright Current Income Fund 6.57%
- -----------------------------------------------------------------

* according to the following formula:
6
Yield = 2 [ ( a-b + 1) - 1 ]
---
cd
<PAGE>

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 estimated for debt securities other than mortgage
certificates by dividing the year-end market value times the yield to maturity
by 360. "a" for mortgage securities, such as GNMA's, is the actual income
earned. Neither discount nor premium have been amortized.
"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.

Because each class of shares of each Fund bears its own fees and certain
expenses, the classes will have different performance results.

***

From time to time, quotations of Wright U.S. Treasury Money Market Fund's
yield and effective yield may be included in advertisements or communications to
shareholders. If a portion of the Fund's expenses had not been subsidized, the
Fund would have had lower returns. These performance figures are calculated in
the following manner:

A. Yield - the net annualized yield based on a specified 7-calendar days
calculated at simple interest rates. Yield is calculated by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
shareholders accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return. The yield
is annualized by multiplying the base period return by 365/7. The yield figure
is stated to the nearest hundredth of one percent. The yield of Wright U.S.
Treasury Money Market Fund for the seven-day period ended December 31, 1996 was
4.72%.

B. Effective Yield - the net annualized yield for a specified 7-calendar days
assuming a reinvestment of the yield or compounding. Effective yield is
calculated by the same method as yield except the annualized yield figure is
compounded by adding 1, raising the sum to a power equal to 365 divided by 7,
and subtracting one from the result, according to the following formula:
Effective Yield = [(Base Period Return + 1 )^365/7] - 1. The effective yield of
Wright U.S. Treasury Money Market Fund for the seven-day period ended December
31, 1996 was 4.83%.

As described above, yield and effective yield are based on historical
earnings and are not intended to indicate future performance. Yield and
effective yield will vary based on changes in market conditions and the level of
expenses.

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. 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.

The table on the next page shows the average annual total return of each
Fund for the one, five and ten-year periods ended December 31, 1996 and the
period from inception to December 31, 1996.
<PAGE>

Period Ended 12/31/96 Inception To Inception
One Year Five Years Ten Years 12/31/96 Date
- ------------------------------------------------------------------------------------------------------------------------------

THE WRIGHT MANAGED EQUITY TRUST
<S> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund (1) 18.57% 9.77% 12.01% 12.76% 1/04/83
Wright Junior Blue Chip Equities Fund (2) 17.53% 8.95% 9.22% 10.22% 1/14/85
Wright Major Blue Chip Equities Fund (3) 17.63% 10.44% 12.38% 13.51% 8/07/85
Wright International Blue Chip Equities Fund(4) 20.73% 10.69% -- 9.15% 9/14/89

THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund (5) (1.23%) 7.49% 8.09% 10.50% 7/25/83
Wright U.S. Treasury Near Term Fund (6) 3.91% 5.28% 6.65% 8.19% 7/25/83
Wright Total Return Bond Fund (7) 0.87% 6.46% 6.97% 9.78% 7/25/83
Wright Current Income Fund (8) 4.31% 6.17% -- 8.48% 4/15/87
- -------------------------------------------------------------------------------------------------------------------------------

(1) If a portion of the WBC'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's expenses had not been subsidized during the years ended December 31, 1996, 1995, 1987 and 1985, the
Fund would have had lower returns.
(3) If a portion of the WMBC's expenses had not been subsidized during the years ended December 31, 1996, 1995, 1990, 1989, 1988,
1987 and 1985, the Fund would have had lower returns.
(4) If a portion of theWIBC's expenses had not been reduced during the fiscal years ending December 31, 1990 and 1989, the Fund
would have had lower returns.
(5) If a portion of WUSTB's expenses had not been subsidized for the years ended December 31, 1996, 1995, 1993, 1992, 1987,1985
and 1984, the Fund would have had lower returns.
(6) If a portion of WNTB's expenses had not been subsidized during the year ended December 31, 1987, the Fund would have had lower
returns.
(7) If a portion of WTRB's expenses had not been subsidized during the five years ended December 31,1989, the Fund would have had
lower returns.
(8) If a portion of WCIF's expenses had not been subsidized during the five years ended December 31,1991, the Fund would have had
lower returns.

</TABLE>

Taxes

In order to qualify as a regulated investment company for any taxable year
under the Internal Revenue Code of 1986, as amended (the "Code"), as described
in the Funds' prospectus, each Fund must meet certain requirements with respect
to the sources of its income, the diversification of its assets, and the
distribution of its income to shareholders. In satisfying these requirements,
each Feeder Fund will treat itself as owning its proportionate share of each of
its corresponding Portfolio's assets and as entitled to the income of that
Portfolio properly attributable to such share. Because each Feeder Fund invests
in its corresponding Portfolio, each Portfolio normally must satisfy the
applicable source of income and diversification requirements in order for the
Feeder Funds to satisfy them. Each Portfolio will allocate among its investors,
including the corresponding Feeder Fund, the Portfolio's net investment income,
net realized capital gains, and any other items of income, gain, loss, deduction
or credit in a manner intended to comply with the Code and applicable
regulations. Each Portfolio will make moneys available for withdrawal at
appropriate times and in sufficient amounts to enable the corresponding Feeder
Fund to satisfy the tax distribution requirements the Feeder Fund must satisfy
in order to avoid liability for federal income and/or excise tax.

As a partnership under the Code, each Portfolio does not pay federal income
or excise taxes. Each Portfolio also does not expect to be required to pay any
state income or corporate excise or franchise taxes in Massachusetts or New
York.

In order to avoid federal excise tax, each Fund must distribute (or be
deemed to have distributed) by December 31 of each 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 for 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.

As of December 31, 1996, the following Funds had capital loss
carryforwards, as determined for federal income tax purposes, of $18,204 (WTMM),
$19,381,446 (WNTB) and $1,027,355 (WCIF) which in varying amounts expire between
the years 1997 and 2004. These loss carryforwards will reduce the applicable
Fund's taxable income arising from future net realized capital gains, if any, to
the extent they are permitted to be used under the Code and applicable Treasury
regulations prior to their expiration dates, and thus will reduce the amounts of
the future distributions to shareholders

<PAGE>

that would otherwise be necessary in order to relieve that Fund of
liability for federal income tax.

Any dividends received deduction with respect to qualifying dividends
received from WBC, WJBC or WMBC will be reduced to the extent the shares with
respect to which the dividends are received are treated as debt-financed under
the Code and will be eliminated if the shares are deemed to have been held for
less than a minimum period, generally 46 days. In particular cases, 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.

International Blue Chip Portfolio'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 WIBC, defer Fund
losses, cause adjustments in the holding periods of securities and convert
capital gains or losses into ordinary income or losses. These rules may
therefore affect the amount, timing and character of WIBC'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 gross income for
each taxable year from gross gains from the sale or other disposition of
securities and certain other investments held for less than three months, and
International Blue Chip Portfolio will limit its transactions in securities and
other investments (including certain currency options, futures or forward
contracts) to the extent necessary for the Fund to comply with this requirement.

Certain foreign exchange gains or losses realized by the Portfolio and
allocated to WIBC will be treated as ordinary income and losses. Certain uses of
foreign currency and foreign currency contracts, and equity investments by
International Blue Chip Portfolio in certain "passive foreign investment
companies," may be limited, or in the latter case a tax election (if available)
may be made, in order to avoid the imposition of a tax on WIBC.

An Equity Fund may follow the tax accounting practice known as
equalization, which may affect the amount, timing and character of its
distributions to shareholders.

Redemptions (including exchanges) and other dispositions of Fund shares in
transactions that are treated as sales for tax purposes will generally result in
the recognition of taxable gain or loss by shareholders that are subject to tax,
except in the case of WTMM (provided that WTMM has maintained a constant net
asset value). Shareholders should consult their own tax advisers with reference
to their individual circumstances to determine whether any particular
redemption, exchange or other disposition of Fund shares is properly treated as
a sale for tax purposes, as this discussion assumes. Any loss realized upon the
redemption, exchange or other sale of shares of a Fund with a tax holding period
of six months or less will be treated as a long-term capital loss to the extent
of any distributions of long-term capital gains designated as capital gain
dividends with respect to such shares. All or a portion of a loss realized upon
the redemption, exchange or other sale of Fund shares may be disallowed under
"wash sale" rules to the extent shares of the same Fund are purchased (including
shares acquired by means of reinvested dividends) within the period beginning 30
days before and ending 30 days after the date of such redemption, exchange or
other sale.

Financial Statements

The audited financial statements of, and the independent auditors' report
for the Funds appear in the Funds' most recent annual report to shareholders and
are incorporated by reference into this Statement of Additional Information. A
copy of the annual report accompanies this Statement of Additional Information.

Registrant incorporates by reference the audited financial information for
the Funds for the fiscal year ended December 31, 1996 as previously filed
electronically with the Securities and Exchange Commission (Accession Number
0000703499-97-000001).

<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.

Equity Securities

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.

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 S&P and Moody's

An S&P 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.

<PAGE>

overwhelming safety characteristics will be denoted with a plus (+) sign
designation.

-- 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.

Bond Ratings

In addition to Wright quality ratings, bonds or bond insurers may be
expected to have credit risk ratings assigned by the two major rating companies,
Moody's and S&P. Moody's uses a nine-symbol system with Aaa being the highest
rating and C the lowest. S&P uses a 10-symbol system that ranges from AAA to D.
Bonds within the top four categories of Moody's (Aaa, Aa, A, and Baa) and of S&P
(AAA, AA, A, and BBB) are considered to be of investment-grade quality. Only the
top three grades are acceptable for the taxable income Funds. Note that both S&P
and Moody's currently give their highest rating to issuers insured by the
American Municipal Bond Assurance Corporation (AMBAC) or by the Municipal Bond
Investors Assurance Corporation (MBIA).

Bonds rated A by S&P have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of change in
circumstances and economic conditions than debt in higher- rated categories. The
rating of AA is accorded to issues where the capacity to pay principal and
interest is very strong and they differ from AAA issues only in small degree.
The AAA rating indicates an extremely strong capacity to pay principal and
interest.

Bonds rated A by Moody's are judged by Moody's to possess many favorable
investment attributes and are considered as upper medium grade obligations.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater degree or there may be other elements present which make the long-term
risks appear somewhat larger. Bonds rated Aaa by Moody's are judged to be of the
best quality. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issuers.

Note Ratings

In addition to Wright quality ratings, municipal notes and other short-term
loans may be assigned ratings by Moody's or Standard & Poor's. Moody's ratings
for municipal notes and other short- term loans are designated Moody's
Investment Grade (MIG). This distinction is in recognition of the differences
between short-term and long-term credit risk. Loans bearing the designation MIG
1 are of the best quality, enjoying strong protection by establishing cash flows
of funds for their servicing or by established and broad- based access to the
market for refinancing, or both. Loans bearing the designation MIG 2 are of high
quality, with margins of protection ample although not so large as in the
preceding group.

Standard & Poor's top ratings for municipal notes issued after July 29,
1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to
pay principal and interest. A "+" is added for those issues determined to
possess overwhelming safety characteristics. An "SP-2" designation indicates a
satisfactory capacity to pay principal and interest.
<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 Major Blue Chip
Equities Fund (formerly Wright Quality Core Equities Fund) for
each of the ten years ended December 31, 1996.

Financial Highlights for Wright International Blue Chip Equities Fund
for each of the seven years ended December 31, 1996 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 REPORT FOR THE FUNDS, DATED
DECEMBER 31, 1996, FILED ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF
THE INVESTMENT COMPANY ACT OF 1940 (ACCESSION NO.
0000703499-97-000001).

For Wright Selected Blue Chip Equities Fund, Wright Junior Blue Chip
Equities Fund, Wright Major Blue Chip Equities Fund (formerly
Wright Quality Core Equities Fund), and Wright International Blue
Chip Equities Fund.

Portfolio of Investments, December 31, 1996
Statement of Assets and Liabilities, December 31, 1996
Statement of Operations for the year ended December 31, 1996
Statement of Changes in Net Assets for each of the two years ended
December 31, 1996
Financial Highlights for each of the five years ended December 31,1996
Notes to Financial Statements
Independent Auditors' Report

(b) Exhibits:

(1) Amended and Restated Declaration of Trust dated April 28, 1997
filed herewith as Exhibit No. (1).

(2) Amended and Restated By-Laws dated April 28, 1997 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 as Exhibit No. (5)(a) to Post-Effective Amendment
No. 20 filed April 29, 1996 and incorporated herein by
reference.
(b) Administration Agreement with Eaton Vance Management
dated November 1, 1990 filed as Exhibit (5)(b) to
Post-Effective Amendment No. 20 filed April 29, 1996 and
incorporated herein by reference.

(6) Distribution Contract between the Fund and MFBT Corporation
dated November 1, 1984 filed as Exhibit No. (6) to
Post-Effective Amendment No. 20 filed April 29, 1996 and
incorporated herein by reference.
<PAGE>

(7) Not Applicable

(8) (a) Custodian Agreement with Investors Bank & Trust Company
dated December 19, 1990 filed as Exhibit (8)(a) to
Post-Effective Amendment No. 20 filed April 29, 1996 and
incorporated herein by reference.
(b) Amendment dated September 20, 1995 to Master Custodian
Agreement filed as Exhibit (8)(b) to Post-Effective Amendment
No. 20 filed April 29, 1996 and incorporated herein by
reference.

(9) (a) Transfer Agency Agreement dated June 9, 1989 filed herewith
as Exhibit (9)(a).
(b) Service Agreement dated February 1, 1996 between Wright
Investors' Service, Inc. and The Winthrop Corporation filed
as Exhibit (9) to Post-Effective Amendment No. 20 filed
April 29, 1996 and incorporated herein by reference.
(c) Service Plan for Standard Shares and Institutional Shares
dated May 1, 1997 filed herewith as Exhibit (9)(c).

(10) Opinion of Counsel dated April 28, 1997 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 as Exhibit No. (15)(a) to Post-Effective Amendment
No. 20 filed April 29, 1996 and incorporated herein by
reference.
(b) Agreement Relating to Implementation of the Distribution
Plan dated November 1, 1984 filed as Exhibit No. (15)(b) to
Post-Effective Amendment No. 20 filed April 29, 1996 and
incorporated herein by reference.
(c) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, dated May 1, 1997 filed
herewith as Exhibit 15(c).

(16) Schedule for Computation of Performance Quotations filed herewith
as Exhibit (16).

(17) (a) Power of Attorney dated March 18, 1997 filed herewith as
Exhibit (17)(a).
(b) Power of Attorney of The Wright Blue Chip Master Portfolio
Trust dated March 18, 1997 filed herewith as Exhibit(17)(b).

(18) Rule 18f-3 Plan dated May 1, 1997 for Standard and Institutional
Shares filed herewith as Exhibit No. 18.

Item 25. Persons Controlled by or under Common Control with Registrant

Not Applicable

Item 26. Number of Holders of Securities

Title of Class Number of Record Holders as of March 31, 1997
- -------------------------------------------------------------------------------

Shares of Beneficial Interest Wright Selected Blue Chip Equities Fund... 911
Wright Junior Blue Chip Equities Fund..... 396
Wright Major Blue Chip Equities Fund...... 148
Wright International Blue Chip Equities Fund. 1,881
<PAGE>

Item 27. Indemnification

The Registrant's Amended and Restated 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.

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
Statements 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
Catholic Values Investment Trust
<TABLE>
<CAPTION>

(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>

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, 4400 Computer Drive,
Westborough, MA 01581-5120, 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 28th day of April, 1997.

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.

SIGNATURE TITLE DATE
- -------------------------------------------------------------------------------

Peter M. Donovan* President, Principal April 28, 1997
- ---------------- Executive Officer & Trustee

Peter M. Donovan

James L. O'Connor* Treasurer, Principal April 28, 1997
- ------------------ Financial and Accounting Officer
James L. O'Conno

/s/ H. Day Brigham, Jr. Trustee April 28, 1997
- -----------------------
H. Day Brigham, Jr.

Winthrop S. Emmet* Trustee April 28, 1997
- -----------------------
Winthrop S. Emmet

Leland Miles* Trustee April 28, 1997
- -----------------------
Leland Miles

A. M. Moody III* Trustee April 28, 1997
- -----------------------
A. M. Moody III

Lloyd F. Pierce* Trustee April 28, 1997
- -----------------------
Lloyd F. Pierce

Richard E. Taber* Trustee April 28, 1997
- -----------------------
Richard E. Taber

Raymond Van Houtte* Trustee April 28, 1997
- -----------------------
Raymond Van Houtte

* By /s/ Alan R. Dynner
- ------------------------
Alan R. Dynner
Attorney-in-Fact
<PAGE>

Signatures

The Wright Blue Chip Master Portfolio Trust has duly caused this
post-effective amendment no. 22 to the Registration Statement of The Wright
Managed Equity Trust (File No. 2-78047) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts on the 28th day of April, 1997.

THE WRIGHT BLUE CHIP
MASTER PORTFOLIO TRUST

By: Peter M. Donovan *
----------------------------
Peter M. Donovan, President

This post-effective amendment no. 22 to the Registration Statement of The
Wright Managed Equity Trust (File No. 2-78047) has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------------------------------------- ---------------------------------------
Peter M. Donovan* President, Principal April 28, 1997
- ---------------------------- Executive Officer & Trustee
Peter M. Donovan

James L. O'Connor* Treasurer, Principal April 28, 1997
- --------------------------- Financial and Accounting Officer
James L. O'Connor

/s/ H. Day Brigham, Jr. Trustee April 28, 1997
- ---------------------------
H. Day Brigham, Jr.

Winthrop S. Emmet* Trustee April 28, 1997
- --------------------------
Winthrop S. Emmet

Leland Miles* Trustee April 28, 1997
- -------------------------------
Leland Miles

A. M. Moody III* Trustee April 28, 1997
- -----------------------------
A. M. Moody III

Lloyd F. Pierce* Trustee April 28, 1997
- -------------------------------
Lloyd F. Pierce

Richard E. Taber* Trustee April 28, 1997
- -----------------------------
Richard E. Taber

Raymond Van Houtte* Trustee April 28, 1997
- -------------------------
Raymond Van Houtte

* By: /s/ Alan Dynner
- ---------------------
Alan Dynner
Attorney-in-Fact

<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) Amended and Restated Declaration of Trust dated April 28, 1997.

(2) Amended and Restated By-Laws dated April 28, 1997.

(9) (a) Transfer Agency Agreement dated June 9, 1989.

(9) (c) Service Plan for Standard Shares and Institutional Shares
dated May 1,1997.

(10) Opinion of Counsel dated April 28, 1997.

(11) Consent of Independent Certified Public Accountants.

(15) (c) Amended Distribution Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 dated May 1, 1997.

(16) Schedule for Computation of Performance Quotations.

(17) (a) Power of Attorney dated March 18, 1997.

(17) (b) Power of Attorney of The Wright Blue Chip Master Portfolio Trust.

(18) Rule 18f-3 Plan dated May 1,1997 for Standard Shares and
Institutional Shares.

- -------------------------------------------------------------------------------

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
THE WRIGHT MANAGED EQUITY TRUST
24 Federal Street
Boston, Massachusetts 02110

DECLARATION OF TRUST made this 28th day of April, 1997 by the
undersigned (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees");

WHEREAS, pursuant to a declaration of trust executed and delivered on
June 17, 1982 and amended and restated on November 1, 1984 (the "Original
Declaration"), the Trustees established a trust for the investment and
reinvestment of funds contributed thereto:

WHEREAS, the Trustees divided the beneficial interest in the trust
assets into transferable shares of beneficial interest, as provided therein;

WHEREAS, the Trustees declared that all money and property contributed
to the trust established thereunder be held and managed in trust for the benefit
of the holders, from time to time, of the shares of beneficial interest issued
thereunder and subject to the provisions thereof;

WHEREAS, the Trustees desire to amend and restate the Original
Declaration;

NOW, THEREFORE, in consideration of the foregoing premises and the
agreements contained herein, the undersigned, being all of the trustees of the
trust, hereby amend and restate the Original Declaration as follows:

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the trust created hereby is The Wright
Managed Equity Trust (the "Trust").

Section 1.2. Definitions. Wherever they are used herein, the
following terms have the following respective meanings.

(a) "Administrator" means the party, other than the Trust, to a
contract described in Section 3.3 hereof.

<PAGE>

(b) "By-Laws" means the By-Laws referred to in Section 2.5 hereof,
as from time to time amended.

(c) "Class" means any division or Class of Shares within a Series or
Fund, which Class is or has been established within such Series or Fund in
accordance with the provisions of Article V.

(d) "Commission" has the meaning given it in the 1940 Act.

(e) "Custodian" means any Person other than the Trust who has custody
of any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).

(f) "Declaration" means this Declaration of Trust, as amended from time
to time. Reference in this Declaration of Trust to "Declaration," "hereof," and
"hereunder" shall be deemed to refer to this Declaration rather than exclusively
to the article or section in which such words appear.

(g) "Fund" or "Funds," individually or collectively, means the separate
Series of Shares of the Trust, together with the assets and liabilities
belonging and allocated thereto.

(h) "His" shall include the feminine and neuter, as well as the
masculine, genders.

(i) The term "Interested Person" has the meaning specified in the 1940
Act subject, however, to such exceptions and exemptions as may be granted by the
Commission in any rule, regulation or order.

(j)"Investment Adviser" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.

(k) The "1940 Act" means the Investment Company Act of 1940 and the
Rules and Regulations thereunder, as amended from time to time.

(l) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, firms, joint ventures and other entities,
whether or not legal entities, as well as governments, instrumentalities, and
agencies and political subdivisions thereof, and quasi-governmental agencies and
instrumentalities.

(m)"Principal Underwriter" means the party, other than the Trust, to a
contract described in Section 3.1 hereof.

<PAGE>

(n) "Prospectus" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under the
Securities Act of 1933 as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time.

(o) "Series" individually or collectively means such separately managed
component(s) or Fund(s) of the Trust (or, if the Trust shall have only one such
component or Fund, then that one) as may be established and designated from time
to time by the Trustees pursuant to Section 5.5 hereof.

(p) "Shareholder" means a record owner of Outstanding Shares. A
Shareholder of Shares of a Series shall be deemed to own a proportionate
undivided beneficial interest in such Series equal to the number of Shares of
each Series of which he is the record owner divided by the total number of
Outstanding Shares of such Series. A Shareholder of Shares of a Class within a
Series shall be deemed to own a proportionate undivided beneficial interest in
such Class equal to the number of Shares of such Class of which he is the record
owner divided by the total number of Outstanding Shares of such Class. As used
herein the term "Shareholder" shall, when applicable to one or more Series or
Funds or to one or more Classes thereof, refer to the record owners of
Outstanding Shares of such Series, Fund or Funds or of such Class or Classes of
Shares.

(q) "Shares" means the equal proportionate units of interest into which
the beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all Series or of any Class within any Series (as
the context may require) which may be established by the Trustees, and includes
fractions of Shares as well as whole Shares. "Outstanding Shares" means those
Shares shown from time to time on the books of the Trust or its Transfer Agent
as then issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held in the
treasury of the Trust.

(r) "Transfer Agent" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.

(s) "Trust" means The Wright Managed Equity Trust. As used herein the
term Trust shall, when applicable to one or more Series or Funds, refer to such
Series or Funds.

(t) The "Trustees" means the persons who have signed this Declaration,
so long as they shall continue in office in accordance with the terms hereof,
and all other persons who now serve or may from time to time be duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof and the ByLaws of the Trust, and reference herein to a Trustee or the
Trustees shall refer to

<PAGE>

such person or persons in this capacity or their capacities as Trustees
hereunder.

(u) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series or Class, as the context may require.

(v) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in conjunction
with the establishment of any Series or Class of Shares, the term "vote" when
used in connection with an action of Shareholders shall include a vote taken at
a meeting of Shareholders or the consent or consents of Shareholders taken
without such a meeting. Except as such term may be otherwise defined by the
Trustees in connection with any meeting or other action of Shareholders or in
conjunction with the establishment of any Series or Class of Shares, the term
"vote of a majority of the outstanding voting securities" as used in Sections
8.2 and 8.4 shall have the same meaning as is assigned to that term in the 1940
Act.

ARTICLE II

TRUSTEES

Section 2.1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees and they shall have all powers and
authority necessary, appropriate or desirable to perform that function. The
number, term of office, manner of election, resignation, filling of vacancies
and procedures with respect to meetings and actions of the Trustees shall be as
prescribed in the By-Laws of the Trust.

Section 2.2. General Powers. The Trustees in all instances shall act as
principals for and on behalf of the Trust and the applicable Series thereof, and
their acts shall bind the Trust and the applicable Series. 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, appropriate
or desirable in connection with the management of the Trust. The Trustees shall
not be bound or limited in any way by present or future laws, practices or
customs in regards to trust investments or to other investments which may be
made by fiduciaries, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
promote, implement or accomplish the various objectives and interests of the
Trust and of its Series of Shares. The Trustees shall have full power and
authority to adopt such accounting and tax accounting practices as they consider
appropriate for the Trust and for any Series or Class of Shares. The Trustees
shall have exclusive and absolute control over the Trust Property and over

<PAGE>

the business of the Trust to the same extent as if the Trustees were the sole
owners of the Trust Property and business in their own right, and with such full
powers of delegation as the Trustees may exercise from time to time. The
Trustees shall have power to conduct the business of the Trust and carry on its
operations in any and all of its branches and maintain offices both within and
without The Commonwealth of Massachusetts, in any and all states of the United
States of America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, possessions, agencies or
instrumentalities of the United States of America and of foreign governments,
and to do all such other things as they deem necessary, appropriate or desirable
in order to promote or implement the interests of the Trust or of any Series or
Class of Shares although such things are not herein specifically mentioned. Any
determination as to what is in the best interests of the Trust or of any Series
or Class of Shares made by the Trustees in good faith shall be conclusive and
binding upon all Shareholders. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of plenary power and authority to
the Trustees.

The enumeration of any specific power in this Declaration shall not be
construed as limiting the aforesaid general and plenary powers.

Section 2.3. Investments. The Trustees shall have full power and
authority:

(a) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct of such
operations.

(b) To acquire or buy, and invest Trust Property in, own, hold for
investment or otherwise, and to sell or otherwise dispose of, all types and
kinds of securities including, but not limited to, stocks, profit-sharing
interests or participations and all other contracts for or evidences of equity
interests, bonds, debentures, warrants and rights to purchase securities,
certificates of beneficial interest, bills, notes and all other contracts for or
evidences of indebtedness, money market instruments including bank certificates
of deposit, finance paper, commercial paper, bankers' acceptances and other
obligations, and all other negotiable and non-negotiable securities and
instruments, however named or described, issued by corporations, trusts,
associations or any other Persons, domestic or foreign, or issued or guaranteed
by the United States of America or any agency or instrumentality thereof, by the
government of any foreign country, by any State, territory or possession of the
United States, by any political subdivision or agency or instrumentality of any
State or foreign country, or by any other government or other governmental or
quasi-governmental agency or instrumentality, domestic or foreign; to acquire
and dispose of interests in domestic or foreign loans made by banks and other
financial institutions; to deposit any assets of the Trust in any bank, trust
company or banking institution or retain any such assets in domestic or foreign
cash or currency; to purchase and sell gold and silver bullion, precious or
strategic metals,

<PAGE>

coins and currency of all countries; to engage in "when issued" and delayed
delivery transactions; to enter into repurchase agreements, reverse repurchase
agreements and firm commitment agreements; to employ all types and kinds of
hedging techniques and investment management strategies; and to change the
investments of the Trust and of each Series.

(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell, to
sell or otherwise dispose of, to lend and to pledge any Trust Property or any of
the foregoing securities, instruments or investments; to purchase and sell (or
write) options on securities, currency, precious metals and other commodities,
indices, futures contracts and other financial instruments and assets, and enter
into closing and other transactions in connection therewith; to enter into all
types of commodities contracts, including without limitation the purchase and
sale of futures contracts on securities, currency, precious metals and other
commodities, indices and other financial instruments and assets; to enter into
forward foreign currency exchange contracts and other foreign exchange and
currency transactions of all types and kinds; to enter into transactions in
interest rate, currency and other swaps, swaptions, and interest rate caps,
floors and collars; and to engage in all types and kinds of hedging and risk
management transactions.

(d) To exercise all rights, powers and privileges of ownership or
interest in all securities and other assets included in the Trust Property,
including without limitation the right to vote thereon and otherwise act with
respect thereto; and to do all acts and things for the preservation, protection,
improvement and enhancement in value of all such securities and assets.

(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, lease, develop and dispose of (by sale or otherwise) any type or kind
of property, real or personal, including domestic or foreign currency, and any
right or interest therein.

(f) To borrow money and in this connection issue notes, commercial
paper or other evidence of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting as security all or any part of the Trust
Property; to endorse, guarantee, or undertake the performance of any obligation
or engagement of any other Person; and to send all or any part of the Trust
Property to other Persons.

(g) To aid, support or assist by further investment or other action any
Person, any obligation of or interest in which is included in the Trust Property
or in the affairs of which the Trust or any Series has any direct or indirect
interest; to do all acts and things designed to protect, preserve, improve or
enhance the value of such obligation or interest; and to guarantee or become
surety on any or all of the contracts, securities and other obligations of any
such Person.

<PAGE>

(h) To carry on any other business in connection with or incidental to
any of the foregoing powers referred to in this Declaration, to do everything
necessary, appropriate or desirable for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power referred to in this
Declaration, either alone or in association with others, and to do every other
act or thing incidental or appurtenant to or arising out of or connected with
such business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers,
and shall not be held to limit or restrict in any manner the general and plenary
powers of the Trustees.

Notwithstanding any other provision herein, the Trustees shall have
full power in their discretion, without any requirement of approval by
Shareholders, to invest part or all of the Trust Property (or part or all of the
assets of any Fund), or to dispose of part or all of the Trust Property (or part
or all of the assets of any Fund) and invest the proceeds of such disposition,
in securities issued by one or more other investment companies registered under
the 1940 Act. Any such other investment company may (but need not) be a trust
(formed under the laws of the State of New York or of any other state) which is
classified as a partnership for federal income tax purposes.

Section 2.4. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Series, or in
the name of a custodian, subcustodian, agent, securities depository, clearing
agency, system for the central handling of securities or other book-entry
system, or in the name of a nominee or nominees of the Trust or a Series, or in
the name of a nominee or nominees of a custodian, subcustodian, agent,
securities depository, clearing agent, system for the central handling of
securities or other book-entry system, or in the name of any other Person as
nominee. The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each Person who may hereafter become a Trustee. Upon
the termination of the term of office, resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees.

Section 2.5. By-Laws. The Trustees shall have full power and authority
to adopt By-Laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and to amend and repeal such By-Laws. Unless the By-Laws specifically
require that Shareholders

<PAGE>

authorize or approve the amendment or repeal of a particular provision of the
ByLaws, any provision of the By-Laws may be amended or repealed by the Trustees
without Shareholder authorization or approval.

Section 2.6. Distribution and Repurchase of Shares. The Trustees shall
have full power and authority to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal
in Shares. Shares may be sold for cash or property or other consideration
whenever and in such amounts and manner as the Trustees deem desirable. The
Trustees shall have full power to provide for the distribution of Shares either
through one or more principal underwriters or by the Trust itself, or both. The
Trustees shall have full power and authority to cause the Trust and any Series
and Class of Shares to finance distribution activities in the manner described
in Section 3.7, and to authorize the Trust, on behalf of one or more Series or
Classes of Shares, to adopt or enter into one or more plans or arrangements
whereby multiple Series and Classes of Shares may be issued and sold to various
types of investors.

Section 2.7. Advisory Board. The Trustees shall have full power and
authority to establish advisory boards and to appoint members thereto. Any such
advisory board shall have the duties assigned to it by the Trustees and shall be
as set forth in the By-Laws. The Trustees may terminate any advisory board in
their sole discretion.

Section 2.8. Delegation. The Trustees shall have full power and
authority to delegate from time to time to such of their number or to officers,
advisory board members, employees or agents of the Trust or to other Persons the
doing of such things and the execution of such agreements or other instruments
either in the name of the Trust or any Series of the Trust or the names of the
Trustees or otherwise as the Trustees may deem desirable or expedient.

Section 2.9. Collection and Payment. The Trustees shall have full power
and authority to collect all property due to the Trust; to pay all claims,
including taxes, against the Trust or Trust Property; to prosecute, defend,
compromise, settle or abandon any claims relating to the Trust or Trust
Property; to foreclose any security interest securing any obligations, by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.

Section 2.10. Expenses. The Trustees shall have full power and
authority to incur on behalf of the Trust or any Series or Class of Shares and
pay any costs or expenses which the Trustees deem necessary, appropriate,
desirable or incidental to carry out, implement or enhance the business or
operations of the Trust or any Series thereof, and to pay compensation from the
funds of the Trust to themselves as Trustees. The Trustees shall determine the
compensation of all officers, employees and Trustees of the Trust. The Trustees
shall have full power and authority to cause the Trust to charge all or any part
of any cost, expense or expenditure (including

<PAGE>

without limitation any expense of selling or distributing Shares) or tax against
the principal or capital of the Trust or any Series or Class of Shares, and to
credit all or any part of the profit, income or receipt (including without
limitation any deferred sales charge or fee, whether contingent or otherwise,
paid or payable to the Trust or any Series or Class of Shares on any redemption
or repurchase of Shares) to the principal or capital of the Trust or any Series
or Class of Shares.

Section 2.11. Manner of Acting. Except as otherwise provided herein or
in the By-Laws, the Trustees and committees of the Trustees shall have full
power and authority to act in any manner which they deem necessary, appropriate
or desirable to carry out, implement or enhance the business or operations of
the Trust or any Series thereof.

Section 2.12. Miscellaneous Powers. The Trustees shall have full power
and authority to: (a) distribute to Shareholders all or any part of the earnings
or profits, surplus (including paid-in surplus), capital (including paid-in
capital) or assets of the Trust or of any Series or Class of Shares, the amount
of such distributions and the manner of payment thereof to be solely at the
discretion of the Trustees; (b) employ, engage or contract with such Persons as
the Trustees may deem desirable for the transaction of the business or
operations of the Trust or any Series thereof; (c) enter into or cause the Trust
or any Series thereof to enter into joint ventures, partnerships (whether as
general partner, limited partner or otherwise) and any other combinations or
associations; (d) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees or other Persons as they consider appropriate, and appoint from their
own number, and terminate, any one or more committees which may exercise some or
all of the power and authority of the Trustees as the Trustees may determine;
(e) purchase, and pay for out of Trust Property, insurance policies which may
insure such of the Shareholders, Trustees, officers, employees, agents,
investment advisers, administrators, principal underwriters, distributors or
independent contractors of the Trust as the Trustees deem appropriate against
loss or liability arising by reason of holding any such position or by reason of
any action taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such loss or liability; (f) establish pension,
profit-sharing, share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the Trust; (g)
indemnify or reimburse any Person with whom the Trust or any Series thereof has
dealings, including without limitation the Investment Adviser, Administrator,
Principal Underwriter, Transfer Agent and financial service firms, to such
extent as the Trustees shall determine; (h) guarantee the indebtedness or
contractual obligations of other Persons; (i) determine and change the fiscal
year of the Trust or any Series thereof and the methods by which its and their
books, accounts and records shall be kept; and (j) adopt a seal for the Trust,
but the absence of such seal

<PAGE>

shall not impair the validity of any instrument executed on behalf of the Trust
or any Series thereof.

Section 2.13. Litigation. The Trustees shall have full power and
authority, in the name and on behalf of the Trust, to engage in and to
prosecute, defend, compromise, settle, abandon, or adjust by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims and demands
relating to the Trust, and out of the assets of the Trust or any Series thereof
to pay or to satisfy any liabilities, losses, debts, claims or expenses
(including without limitation attorneys' fees) incurred in connection therewith,
including those of litigation, and such power shall include without limitation
the power of the Trustees or any committee thereof, in the exercise of their or
its good faith business judgment, to dismiss or terminate any action, suit,
proceeding, dispute, claim or demand, derivative or otherwise brought by any
Person, including a Shareholder in his own name or in the name of the Trust or
any Series thereof, whether or not the Trust or any Series thereof or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust or any Series thereof.

ARTICLE III

CONTRACTS

Section 3.1. Principal Underwriter. The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
contracts providing for the sale of the Shares. Pursuant to any such contract
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. In either case, any
such contract shall be on such terms and conditions as the Trustees may in their
discretion determine; and any such contract may also provide for the repurchase
or sale of Shares by such other party as principal or as agent of the Trust.

Section 3.2. Investment Adviser. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more investment
advisory agreements with respect to one or more Series whereby the other party
or parties to any such agreements shall undertake to furnish the Trust or such
Series investment advisory and research facilities and services and such other
facilities and services, if any, as the Trustees shall consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration, the Trustees may
authorize the Investment Adviser, in its discretion and without any prior
consultation with the Trust, to buy, sell, lend and otherwise trade and deal in
any and all securities, commodity contracts and other investments and assets of
the Trust and of each Series and to engage in and employ all types of

<PAGE>

transactions and strategies in connection therewith. Any such action taken
pursuant to such agreement shall be deemed to have been authorized by all of the
Trustees.

The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more sub-investment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.

Section 3.3. Administrator. The Trustees may in their discretion from
time to time authorize the Trust to enter into one or more administration
agreements with respect to one or more Series or Classes, whereby the other
party to such agreement shall undertake to furnish to the Trust or a Series or a
Class thereof with such administrative facilities and services and such other
facilities and services, if any, as the Trustees consider desirable and all upon
such terms and conditions as the Trustees may in their discretion determine.

Section 3.4. Other Service Providers. The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
agreements with respect to one or more Series or Classes of Shares whereby the
other party or parties to any such agreements will undertake to provide to the
Trust or Series or Class or Shareholders or beneficial owners of Shares such
services as the Trustees consider desirable and all upon such terms and
conditions as the Trustees in their discretion may determine.

Section 3.5. Transfer Agents. The Trustees may in their discretion from
time to time appoint one or more transfer agents for the Trust or any Series
thereof. Any contract with a transfer agent shall be on such terms and
conditions as the Trustees may in their discretion determine.

Section 3.6. Custodian. The Trustees may appoint a bank or trust
company having an aggregate capital, surplus and undivided profits (as shown in
its last published report) of at least $2,000,000 as the principal custodian of
the Trust (the "Custodian") with authority as its agent to hold cash and
securities owned by the Trust and to release and deliver the same upon such
terms and conditions as may be agreed upon between the Trust and the Custodian.

Section 3.7. Plans of Distribution. The Trustees may in their
discretion authorize the Trust, on behalf of one or more Series or Classes of
Shares, to adopt or enter into a plan or plans of distribution and any related
agreements whereby the Trust or Series or Class may finance directly or
indirectly any activity which is primarily intended to result in sales of Shares
or any distribution activity within the meaning of Rule 12b-1 (or any successor
rule) under the 1940 Act. Such plan or plans of distribution and any related
agreements may contain such terms and

<PAGE>

conditions as the Trustees may in their discretion determine, subject to the
requirements of the 1940 Act and any other applicable rules and regulations.

Section 3.8. Affiliations. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, creditor, director, officer, partner, trustee or employee of or has
any interest in any Person or any parent or affiliate of any such Person, with
which a contract or agreement of the character described in Sections 3.1, 3.2,
3.3, 3.4, 3.5 or 3.6 above has been or will be made or to which payments have
been or will be made pursuant to a plan or related agreement described in
Section 3.7 above, or that any such Person, or any parent or affiliate thereof,
is a Shareholder of or has an interest in the Trust, or that

(ii) any such Person also has similar contracts, agreements or plans
with other investment companies (including, without limitation, the investment
companies referred to in the last paragraph of Section 2.3) or organizations, or
has other business activities or interests, shall not affect in any way the
validity of any such contract, agreement or plan or disqualify any Shareholder,
Trustee or officer of the Trust from authorizing, voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.

ARTICLE IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

Section 4.1. No Personal Liability of Shareholders, Trustees, Advisory
Board Members, Officers and Employees. No Shareholder shall be subject to any
personal liability whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust or any Series thereof. All Persons
dealing or contracting with the Trustees as such or with the Trust or any Series
thereof shall have recourse only to the Trust or such Series for the payment of
their claims or for the payment or satisfaction of claims, obligations or
liabilities arising out of such dealings or contracts. No Trustee, advisory
board member, officer or employee of the Trust, whether past, present or future,
shall be subject to any personal liability whatsoever to any such Person, and
all such Persons shall look solely to the Trust Property, or to the assets of
one or more specific Series of the Trust if the claim arises from the act,
omission or other conduct of such Trustee, advisory board member, officer or
employee with respect to only such Series, for satisfaction of claims of any
nature arising in connection with the affairs of the Trust or such Series. If
any Shareholder, Trustee, advisory board member, officer or employee, as such,
of the Trust or any Series thereof, is made a party to any suit or proceeding to
enforce any

<PAGE>

such liability of the Trust or any Series thereof, he shall not, on account
thereof, be held to any personal liability.

Section 4.2. Trustee's Good Faith Action; Advice of Others; No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any advisory
board member, officer, agent, employee, consultant, investment adviser or other
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee. The Trustees may take advice of counsel or other experts with respect
to the meaning and operation of this Declaration and their duties as Trustees,
and shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. In discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the records,
books and accounts of the Trust and upon reports made to the Trustees by any
advisory board member, officer, employee, agent, consultant, accountant,
attorney, investment adviser or other adviser, principal underwriter, expert,
professional firm or independent contractor. The Trustees as such shall not be
required to give any bond, surety or other security for the performance of their
duties. No provision of this Declaration shall protect any Trustee or officer of
the Trust against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason of his own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

Section 4.3. Indemnification. The Trustees may provide, whether in the
ByLaws or by contract, vote or other action, for the indemnification by the
Trust or by any Series thereof of the Shareholders, Trustees, advisory board
members, officers and employees of the Trust and of such other Persons as the
Trustees in the exercise of their discretion may deem appropriate or desirable.
Any such indemnification may be mandatory or permissive, and may be insured
against by policies maintained by the Trust.

Section 4.4. No Duty of Investigation. No purchaser, lender or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
or a Series thereof shall be bound to make any inquiry concerning the validity
of any transaction purporting to be made by the Trustees or by said officer,
employee or agent or be liable for the application of money or property paid,
loaned, or delivered to or on the order of the Trustees or of said officer,
employee or agent. Every obligation, contract, instrument, certificate, Share,
other security of the Trust or a Series thereof or undertaking, and every other
act or thing whatsoever executed in connection with the Trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as

<PAGE>

officers, employees or agents of the Trust or a Series thereof. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or a Series thereof or undertaking made or issued by the Trustees may
recite that the same is executed or made by them not individually, but as
Trustees under the Declaration, and that the obligations of the Trust or a
Series thereof under any such instrument are not binding upon any of the
Trustees or Shareholders individually, but bind only the Trust Property or the
Trust Property of the applicable Series, and may contain any further recital
which they may deem appropriate, but the omission of any such recital shall not
operate to bind the Trustees or Shareholders individually.

Section 4.5. Reliance on Records and Experts. Each Trustee, advisory
board member, officer or employee of the Trust or a Series thereof shall, in the
performance of his duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the records, books and accounts of the Trust or a Series thereof, upon an
opinion or other advice of legal counsel, or upon reports made or advice given
to the Trust or a Series thereof by any Trustee or any of its officers or
employees or by the Investment Adviser, the Administrator, the Custodian, the
Principal Underwriter, Transfer Agent, accountants, appraisers or other experts,
advisers, consultants or professionals selected with reasonable care by the
Trustees or officers of the Trust, regardless of whether the person rendering
such report or advice may also be a Trustee, officer or employee of the Trust.

ARTICLE V

SHARES OF BENEFICIAL INTEREST

Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder and the number of Shares of each Series or Class thereof that may be
issued hereunder is unlimited. The Trustees shall have the exclusive authority
without the requirement of Shareholder authorization or approval to establish
and designate one or more Series of Shares and one or more Classes thereof as
the Trustees deem necessary, appropriate or desirable. Each Share of any Series
shall represent a beneficial interest only in the assets of that Series. Subject
to the provisions of Section 5.5 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate and independent investment portfolios) and additional Classes of
Shares within any Series. All Shares issued hereunder including, without
limitation, Shares issued in connection with a dividend or distribution in
Shares or a split in Shares, shall be fully paid and nonassessable.

<PAGE>

Section 5.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business of the Trust
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust or of any Fund nor can they
be called upon to share or assume any losses of the Trust or of any Fund or
suffer an assessment of any kind by virtue of their ownership of Shares. The
Shares shall be personal property giving only the rights specifically set forth
in this Declaration. The Shares shall not entitle the holder to preference,
preemptive, appraisal, conversion or exchange rights, except as the Trustees may
specifically determine with respect to any Series or Class of Shares.

Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association, limited
liability company, corporation, bailment or any form of legal relationship other
than a Massachusetts business trust. Nothing in this Declaration shall be
construed to make the Shareholders, either by themselves or with the Trustees,
partners or member of a joint stock association.

Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time and without any authorization or vote of the Shareholders,
issue Shares, in addition to the then issued and outstanding Shares and Shares
held in the treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem appropriate or desirable, except that only Shares
previously contracted to be sold may be issued during any period when the right
of redemption is suspended pursuant to Section 6.9 hereof, and may in such
manner acquire other assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares and
reissue and resell full and fractional Shares held in the treasury. The Trustees
may from time to time divide or combine the Shares of the Trust or, if the
Shares be divided into Series or Classes, of any Series or any Class thereof of
the Trust, into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust or in the Trust Property
allocated or belonging to such Series or Class. Contributions to the Trust or
Series thereof 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 authorize the issuance of certificates of beneficial
interest to evidence the ownership of Shares. Shares held in the treasury shall
not be voted nor shall such Shares be entitled to any dividends or other
distributions declared with respect thereto.

<PAGE>

Section 5.5. Series and Class Designations. Without limiting the
exclusive authority of the Trustees set forth in Section 5.1 to establish and
designate any further Series or Classes, it is hereby confirmed that the Trust
consists of the presently Outstanding Shares of the following Series: Wright
Selected Blue Chip Equities Fund, Wright Major Blue Chip Equities Fund, Wright
Junior Blue Chip Equities Fund and Wright International Blue Chip Equities Fund
(the "Existing Series"). The Existing Series consist of two classes of
shares--the Standard Shares and the Institutional Shares. The Shares of any
Series and Classes thereof that may from time to time be established and
designated by the Trustees shall be established and designated, and the
variations in the relative rights and preferences as between the different
Series and Classes shall be fixed and determined, by the Trustees (unless the
Trustees otherwise determine with respect to Series or Classes at the time of
establishing and designating the same); provided, that all Shares shall be
identical except that there may be variations so fixed and determined between
different Series or Classes thereof as to investment objective, policies and
restrictions, sales charges, purchase prices, determination of net asset value,
assets, liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, the price, terms and manner of redemption or repurchase,
special and relative rights as to dividends and distributions and on
liquidation, conversion rights, exchange rights, and voting rights. All
references to Shares in this Declaration shall be deemed to be Shares of any or
all Series or Classes as the context may require. As to any division of Shares
of the Trust into Series or Classes, the following provisions shall be
applicable:

(i) The number of authorized Shares and the number of Shares
of each Series or Class thereof 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 or Class into one
or more other Series or one or more other Classes that may be
established and designated from time to time. The Trustees may hold as
treasury shares (of the same or some other Series or Class), reissue
for such consideration and on such terms as they may determine, or
cancel any Shares of any Series or Class reacquired by the Trust at
their discretion from time to time.

(ii) 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
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 of such Series and
except as may otherwise be required by applicable tax laws, and shall
be so recorded on 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

<PAGE>

particular Series, the Trustees or their delegate 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 the Trustees in their
sole discretion deem fair and equitable. Each such allocation by the
Trustees or their delegate shall be conclusive and binding upon the
Shareholders of all Series for all purposes. No holder of Shares of any
Series shall have any claim on or right to any assets allocated or
belonging to any other Series.

(iii) 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
or their delegate 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.
The assets belonging to each particular Series shall be charged with
the liabilities, expenses, costs, charges and reserves of the Trust so
allocated to that Series and all liabilities, expenses, costs, charges
and reserves attributable to that Series which are not readily
identifiable as belonging to any particular Class thereof. Each
allocation of liabilities, expenses, costs, charges and reserves by the
Trustees or their delegate shall be conclusive and binding upon the
Shareholders of all Series and Classes for all purposes. The Trustees
shall have full discretion to determine which items are capital; and
each such determination shall be conclusive and binding upon the
Shareholders. The assets of a particular Series of the Trust shall,
under no circumstances, be charged with liabilities, expenses, costs,
charges and reserves attributable to any other Series or Class thereof
of the Trust. All Persons extending credit to, or contracting with or
having any claim against a particular Series of the Trust shall look
only to the assets of that particular Series for payment of such
credit, contract or claim.

(iv) Dividends and distributions on Shares of a particular
Series or Class may be paid or credited in such manner and with such
frequency as the Trustees may determine, to the holders of Shares of
that Series or Class, from such of the earnings or profits, surplus
(including paid-in surplus), capital (including paid-in capital) or
assets belonging to that Series, as the Trustees may deem appropriate
or desirable, after providing for actual and accrued liabilities,
expenses, costs, charges and reserves belonging and allocated to that
Series or Class. Such dividends and distributions may be paid daily or
otherwise pursuant to the offering prospectus relating to the Shares or
pursuant to a standing vote or votes of the Trustees adopted only once
or from time to time or pursuant to other authorization or instruction
of the Trustees. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the
Shareholders of that Series or Class in proportion to the number of
Shares of that Series or Class held by such Shareholders at

<PAGE>

the time of record established for the payment or crediting of such
dividends or distributions.

(v) Each Share of a Series of the Trust shall represent a
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series or Class thereof shall be entitled to receive his
pro rata Share of distributions of income and capital gains made with
respect to such Series or Class net of liabilities, expenses, costs,
charges and reserves belonging and allocated to such Series or Class.
Upon redemption of his Shares or indemnification for liabilities
incurred by reason of his being or having been a Shareholder of a
Series, such Shareholder shall be paid solely out of the funds and
property of such Series of the Trust. Upon liquidation or termination
of a Series or Class thereof of the Trust, a Shareholder of such Series
or Class thereof shall be entitled to receive a pro rata Share of the
net assets of such Series based on the net asset value of his Shares. A
Shareholder of a particular Series of the Trust shall not be entitled
to commence or participate in a derivative or class action on behalf of
any other Series or the Shareholders of any other Series of the Trust.

(vi) On any matter submitted to a vote of Shareholders, the
Shares entitled to vote thereon and the manner in which such Shares
shall be voted shall be as set forth in the By-Laws or proxy materials
for the meeting or other solicitation materials or as otherwise
determined by the Trustees, subject to any applicable requirements of
the 1940 Act. The Trustees shall have full power and authority to call
meetings of the Shareholders of a particular Class or Classes of Shares
or of one or more particular Series of Shares, or otherwise call for
the action of such Shareholders on any particular matter.

(vii) Except as otherwise provided in this Article V, the
Trustees shall have full power and authority to determine the
designations, preferences, privileges, sales charges, purchase prices,
assets, liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, limitations and rights, including without limitation
voting, dividend, distribution and liquidation rights, of each Class
and Series of Shares. Subject to any applicable requirements of the
1940 Act, the Trustees shall have the authority to provide that the
Shares of one Class shall be automatically converted into Shares of
another Class of the same Series or that the holders of Shares of any
Series or Class shall have the right to convert or exchange such Shares
into Shares of one or more other Series or Classes of Shares, all in
accordance with such requirements, conditions and procedures as may be
established by the Trustees.

(viii) The establishment and designation of any Series or
Class of Shares shall be effective upon the execution by a majority of
the then Trustees

<PAGE>

of an instrument setting forth such establishment and designation and
the relative rights and preferences of such Series or Class, or as
otherwise provided in such instrument. The Trustees may by an
instrument subsequently executed by a majority of their number amend,
restate or rescind any prior instrument relating to the establishment
and designation of any such Series or Class. Each instrument referred
to in this paragraph shall have the status of an amendment to this
Declaration in accordance with Section 8.4 hereof, and a copy of each
such instrument shall be filed in accordance with Section 9.1 hereof.

Section 5.6. Assent to Declaration of Trust and By-Laws. Every
Shareholder, by virtue of having become a Shareholder, shall be held to have
expressly assented and agreed to all the terms and provisions of this
Declaration and of the By-Laws of the Trust.

ARTICLE VI

REDEMPTION AND REPURCHASE OF SHARES

Section 6.1. Redemption of Shares. (a) Shares of the Trust shall be
redeemable, at such times and in such manner as may be permitted by the Trustees
from time to time. The Trustees shall have full power and authority to vary and
change the right of redemption applicable to the various Series and Classes of
Shares established by the Trustees. Redeemed or repurchased Shares may be resold
by the Trust. The Trust may require any Shareholder to pay a sales charge to the
Trust, the Principal Underwriter or any other Person designated by the Trustees
upon redemption or repurchase of Shares in such amount and upon such conditions
as shall be determined from time to time by the Trustees.

(b) The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or upon
such other form of request as the Trust may use for the purpose) deposited at
such office or agency as may be designated from time to time for that purpose by
the Trustees. The Trust may from time to time establish additional requirements,
terms, conditions and procedures, not inconsistent with the 1940 Act, relating
to the redemption of Shares.

Section 6.2. Price. Shares shall be redeemed at a price based on their
net asset value determined as set forth in Section 7.1 hereof as of such time as
the Trustees shall prescribe. The amount of any sales charge or redemption fee
payable upon redemption of Shares may be deducted from the proceeds of such
redemption.

<PAGE>

Section 6.3. Payment. Payment of the redemption price of redeemed
Shares shall be made in cash or in property to the Shareholder at such time and
in the manner, not inconsistent with the 1940 Act, as may be specified from time
to time in the then effective Prospectus relating to such Shares, subject to the
provisions of Sections 6.4 and 6.9 hereof. Notwithstanding the foregoing, the
Trust or its agent may withhold from such redemption proceeds any amount arising
(i) from a liability of the redeeming Shareholder to the Trust, or (ii) in
connection with any federal or state tax withholding requirements.

Section 6.4. Effect of Suspension of Determination of Net Asset Value.
If, pursuant to Section 7.1 hereof, the Trust shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
have applied for redemption pursuant to Section 6.1 hereof but who shall not yet
have received payment) to have Shares redeemed and paid for by the Trust or a
Series shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice at the office or
agency where his application or request for redemption was made, withdraw his
application or request and withdraw any Share certificates on deposit.

Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Principal Underwriter or another agent designated for
the purpose, by agreement with the owner thereof at a price not exceeding the
net asset value per share determined as of such time as the Trustees shall
prescribe. The Trust may from time to time establish the requirements, terms,
conditions and procedures relating to such repurchases, and the amount of any
sales charge or repurchase fee payable on any repurchase of Shares may be
deducted from the proceeds of such repurchase.

Section 6.6. Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of one or
more Series or Classes thereof held by any Shareholder if (a) the value of such
Shares held by such Shareholder is less than the minimum amount established from
time to time by the Trustees or (b) the aggregate value of the assets of any
Series or Class is less than the minimum amount determined by the Trustees to be
the minimum for maintaining and operating the Series or Class as a viable
economic entity.

Section 6.7. Disclosure of Holding. 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 of 1986, or to comply with the
requirements of any other taxing authority.

<PAGE>

Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of outstanding Shares
of the Trust or of any Series or Class thereof pursuant to the provisions of
Section 7.3.

Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust or a Fund fairly to determine the value of its net
assets, or (iv) as the Commission may by order permit for the protection of
security holders of the Trust. Such suspension shall take effect at such time as
the Trust shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of redemption or payment on redemption until the Trust shall declare
the suspension at an end, except that the suspension shall terminate in any
event on the first day on which said stock exchange shall have reopened or the
period specified in clauses (ii) or (iii) shall have expired (as to which in the
absence of an official ruling by the Commission, the determination of the Trust
shall be conclusive). In the case of a suspension of the right of redemption, a
Shareholder may either withdraw his application or request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.

ARTICLE VII

DETERMINATION OF NET ASSET
VALUE, NET INCOME AND DISTRIBUTIONS

Section 7.1. Net Asset Value. The net asset value of each outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at or as of such time or times as the Trustees may determine. Any
reference in this Declaration 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
power and duty to determine net asset value may be delegated by the Trustees
from time to time to the Investment Adviser, the Administrator, the Custodian,
the Transfer Agent or such other Person or Persons as the Trustees may
determine. The value of the assets of the Trust or any Series thereof shall be
determined in a manner authorized by the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest, taxes, payable or
accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, amounts determined and
declared as a dividend or distribution and all other

<PAGE>

items in the nature of liabilities which shall be deemed appropriate, as
incurred by or allocated to the Trust or any Series or Class thereof. The
resulting amount, which shall represent the total net assets of the Trust or
Series or Class thereof, shall be divided by the number of Shares of the Trust
or Series or Class thereof outstanding at the time and the quotient so obtained
shall be deemed to be the net asset value of the Shares of the Trust or Series
or Class thereof. The Trust may declare a suspension of the determination of net
asset value to the extent permitted by the 1940 Act. It shall not be a violation
of any provision of this Declaration if Shares are sold, redeemed or repurchased
by the Trust at a price other than one based on net asset value if the net asset
value is affected by one or more errors inadvertently made in the pricing of
portfolio securities or other investments or in accruing or allocating income,
expenses, reserves or liabilities. No provision of this Declaration shall be
construed to restrict or affect the right or ability of the Trust to employ or
authorize the use of pricing services, appraisers or any other means, methods,
procedures, or techniques in valuing the assets or calculating the liabilities
of the Trust or any Series or Class thereof.

Section 7.2. Dividends and Distributions. (a) The Trustees may from
time to time distribute ratably among the Shareholders of the Trust or of a
Series or Class thereof such proportion of the net earnings or profits, surplus
(including paid-in surplus), capital (including paid-in capital), or assets of
the Trust or such Series held by the Trustees as they may deem appropriate or
desirable. Such distributions may be made in cash, additional Shares or property
(including without limitation any type of obligations of the Trust or Series or
Class or any assets thereof), and the Trustees may distribute ratably among the
Shareholders of the Trust or Series or Class thereof additional Shares of the
Trust or Series or Class thereof issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem appropriate or desirable. Such
distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or times as
the Trustees shall determine. The Trustees may in their discretion determine
that, solely for the purposes of such distributions, Outstanding Shares shall
exclude Shares for which orders have been placed subsequent to a specified time.
The Trustees may always retain from the earnings or profits such amounts as they
may deem appropriate or desirable to pay the expenses and liabilities of the
Trust or a Series or Class thereof or to meet obligations of the Trust or a
Series or Class thereof, together with such amounts as they may deem desirable
to use in the conduct of its affairs or to retain for future requirements or
extensions of the business or operations of the Trust or such Series. The Trust
may adopt and offer to Shareholders such dividend reinvestment plans, cash
dividend payout plans or other distribution plans as the Trustees may deem
appropriate or desirable. The Trustees may in their discretion determine that an
account administration fee or other similar charge may be deducted directly from
the income and other distributions paid on Shares to a Shareholder's account in
any Series or Class.

<PAGE>

(b) The Trustees may prescribe, in their absolute discretion, such
bases and times for determining the amounts for the declaration and payment of
dividends and distributions as they may deem necessary, appropriate or
desirable.

(c) Inasmuch as the computation of net income and gains for federal
income tax purposes may vary from the computation thereof on the books of
account, the above provisions shall be interpreted to give the Trustees full
power and authority in their absolute discretion to distribute for any fiscal
year as dividends and as capital gains distributions, respectively, additional
amounts sufficient to enable the Trust or a Series thereof to avoid or reduce
liability for taxes.

Section 7.3. Constant Net Asset Value; Reduction of Outstanding Shares.
The Trustees may determine to maintain the net asset value per Share of any
Series or Class at a designated constant amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Series or Class as dividends payable
in additional Shares of that Series or Class or in cash or in any combination
thereof and for the handling of any losses attributable to that Series or Class.
Such procedures may provide that, if, for any reason, the income of any such
Series or Class determined at any time is a negative amount, the Trust may with
respect to such Series or Class (i) offset each Shareholder's pro rata share of
such negative amount from the accrued dividend account of such Shareholder, or
(ii) reduce the number of Outstanding Shares of such Series or Class by reducing
the number of Shares in the account of such Shareholder by that number of full
and fractional Shares which represents the amount of such excess negative
income, or (iii) cause to be recorded on the books of the Trust an asset account
in the amount of such negative income, which account may be reduced by the
amount, provided that the same shall thereupon become the property of the Trust
with respect to such Series or Class and shall not be paid to any Shareholder,
of dividends declared thereafter upon the Outstanding Shares of such Series or
Class on the day such negative income is experienced, until such asset account
is reduced to zero, or (iv) combine the methods described in clauses (i), (ii)
and (iii) of this sentence, in order to cause the net asset value per Share of
such Series or Class to remain at a constant amount per Outstanding Share
immediately after such determination and declaration. The Trust may also fail to
declare a dividend out of income for the purpose of causing the net asset value
of any such Share to be increased. The Trustees shall have full discretion to
determine whether any cash or property received shall be treated as income or as
principal and whether any item of expense shall be charged to the income or the
principal account, and their determination made in good faith shall be
conclusive upon all Shareholders. In the case of stock dividends or similar
distributions received, the Trustees shall have full discretion to determine, in
the light of the particular circumstances, how much if any of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.

<PAGE>

Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any
provisions contained in this Declaration, the Trustees may prescribe, in their
absolute discretion, such other means, methods, procedures or techniques for
determining the per Share net asset value of a Series or Class thereof or the
income of the Series of Class thereof, or for the declaration and payment of
dividends and distributions on any Series or Class of Shares.

ARTICLE VIII

DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; MERGERS; AMENDMENTS

Section 8.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any one of
them, shall not operate to terminate or annul the Trust or to revoke any
existing agency or delegation of authority pursuant to the terms of this
Declaration or of the By-Laws.

Section 8.2. Termination of the Trust or a Series or a Class. (a) The
Trust or any Series or Class thereof may be terminated by: (1) the affirmative
vote of the holders of not less than two-thirds of the Shares outstanding and
entitled to vote at any meeting of Shareholders of the Trust or the appropriate
Series or Class thereof, or by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust or
a Series or Class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a Series or Class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed by a majority of the Trustees, to be followed by a written notice to
Shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or a Series or a Class thereof is not in the best
interest of the Trust, such Series or Class or of their respective Shareholders.
Such determination may (but need not) be based on factors or events adversely
affecting the ability of the Trust, such Series or Class to conduct its business
and operations in an economically viable manner. Such factors and events may
include (but are not limited to) the inability of a Series or Class or the Trust
to maintain its assets at an appropriate size, changes in laws or regulations
governing the Series or Class or the Trust or affecting assets of the type in
which such Series or Class or the Trust invests, or political, social, legal or
economic developments or trends having an adverse impact on the business or
operations of such Series or Class or the Trust. Upon the termination of the
Trust or the Series or Class,

(i) The Trust, Series or Class shall carry on no business
except for the purpose of winding up its affairs.

<PAGE>

(ii) The Trustees shall proceed to wind up the affairs of the
Trust, Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust, Series or
Class shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust, Series or Class, collect its
assets, sell, convey, assign, exchange, transfer or otherwise dispose
of all or any part of the remaining Trust Property or assets allocated
or belonging to such Series or Class to one or more persons at public
or private sale for the consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or
pay its liabilities, and do all other acts appropriate to liquidate its
business.

(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or Class, in cash or in kind or in
any combination thereof, among the Shareholders of the Trust or the
Series or Class according to their respective rights.

(b) After termination of the Trust, Series or Class and distribution to
the Shareholders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust and file with the Massachusetts
Secretary of State an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to the Trust or the terminated Series or
Class, and the rights and interests of all Shareholders of the Trust or the
terminated Series or Class shall thereupon cease.

Section 8.3. Merger, Consolidation or Sale of Assets of a Series. A
particular Series may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees and
without any authorization, vote or consent of the Shareholders; and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the Commonwealth
of Massachusetts. The Trustees may also at any time sell and convert into money
all the assets of a particular Series. Upon making provision for the payment of
all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the particular Series, the Trustees shall distribute the
remaining assets of such Series among the Shareholders of such Series according
to their respective rights. Upon completion of the distribution of the remaining
proceeds or the remaining assets, the Series shall terminate and the Trustees
shall take the action provided in Section 8.2(b) hereof and the Trustees shall
thereupon be discharged from all further liabilities and duties with respect to
such

<PAGE>

Series, and the rights and interests of all Shareholders of the terminated
Series shall thereupon cease.

Section 8.4. Amendments. The execution of an instrument setting forth
the establishment and designation and the relative rights and preferences of any
Series or Class of Shares (or amending, restating or rescinding any such prior
instrument) in accordance with Section 5.5 hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 8.4, if authorized by
the vote of a majority of the outstanding voting securities of the Trust the
financial interests of which are affected by the amendment and which are
entitled to vote thereon (which securities shall, unless otherwise provided by
the Trustees, vote together on such amendment as a single class), the Trustees
may amend this Declaration by an instrument signed by a majority of the Trustees
then in office. No Shareholder not so affected by any such amendment shall be
entitled to vote thereon. The Trustees may (by such an instrument) also amend or
otherwise supplement this Declaration of Trust, without any authorization,
consent or vote of the Shareholders, to change the name of the Trust or any Fund
or to make such other changes as do not have a materially adverse effect on the
financial interests of Shareholders hereunder or if they deem it necessary or
desirable to conform this Declaration to the requirements of applicable federal
or state laws or regulations or the requirements of the Internal Revenue Code of
1986, but the Trustees shall not be liable for failing to do so. Any such
amendment or supplemental Declaration of Trust shall be effective as provided in
the instrument containing its terms or, if there is no provision therein with
respect to effectiveness, upon the signing of such instrument by a majority of
the Trustees then in office. Copies of any amendment or of any supplemental
Declaration of Trust shall be filed as specified in Section 9.1 hereof. 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.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Filing of Copies, References, Headings and Counterparts.
The original or a copy of this instrument, of any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust. A copy of this instrument, or any amendment hereto, and of each
supplemental declaration of trust shall be filed 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 a Trustee or 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

<PAGE>

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 shall be executed in any number of counterparts each of which shall
be deemed an original, but such counterparts shall constitute one instrument. A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative, may be executed from
time to time by a majority of the Trustees then in office and filed with the
Massachusetts Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may hereafter be referred to in lieu of the original Declaration and
the various amendments and supplements thereto.

Section 9.2. 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.

Section 9.3. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the Internal Revenue Code of 1986 or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

<PAGE>

IN WITNESS WHEREOF, the undersigned, being all of the current Trustees
of the Trust, have executed this instrument this 28th day of April, 1997.

/s/ Peter M. Donovan /s/ A.M. Moody III
- ------------------------- ----------------------
Peter M. Donovan A.M. Moody III
as Trustee, and not individually as Trustee, and not individually
1000 Lafayette Boulevard 1000 Lafayette Boulevard
Bridgeport, CT 06604 Bridgeport, CT 06604

/s/ H. Day Brigham, Jr. /s/ Lloyd F. Pierce
- -------------------------- -----------------------
H. Day Brigham, Jr. Lloyd F. Pierce
as Trustee, and not individually as Trustee, and not individually
24 Federal Street 140 Snow Goose Court
Boston, MA 02110 Daytona, Beach, Fl 32119

/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- ----------------------- -----------------------
Winthrop S. Emmet Raymond Van Houtte
as Trustee, and not individually as Trustee, and not individually
Box 327 One Strawberry Lane
West Center Road Ithaca, NY 14859
West Stockbridge, MA 01266

/s/ Leland Miles /s/ Richard E. Taber
- ------------------ ----------------------
Leland Miles Richard E. Taber
as Trustee, and not individually as Trustee, and not individually
332 North Cedar Road First County Bank
Fairfield, CT 06430 117 Prospect Street
Stamford, CT 06901

<PAGE>

THE STATE OF CONNECTICUT

Fairfield County, Connecticut

Then personally appeared the above-named Peter M. Donovan, Richard E. Taber,
Winthrop S. Emmet, Leland Miles, A.M. Moody III, Lloyd F. Pierce and Raymond
Van Houtte,being Trustees then in office of The Wright Managed Equity Trust,who
acknowledged the foregoing instrument to be their free act and deed.

Before me,

/s/ Helen B. Iwasczyszyn
-------------------------
Helen B. Iwasczyszyn

My Commission Expires August 31, 2000

<PAGE>

THE COMMONWEALTH OF MASSACHUSETTS

Suffolk County, Massachusetts

Then personally appeared the above-named H. Day Brigham, Jr., being a
Trustee then in office of The Wright Managed Equity Trust, who acknowledged the
foregoing instrument to be his free act and deed.

Before me,

/s/ Lynn Ostberg
------------------
Lynn Ostberg

My Commission Expires November 27, 2003

AMENDED AND RESTATED BY-LAWS

THE WRIGHT MANAGED EQUITY TRUST

ARTICLE I

The Trustees

SECTION 1. Number of Trustees. The number of Trustees shall be fixed by
a majority of the Trustees, provided, however, that the number of Trustees shall
at no time exceed eighteen. No decrease in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his term,
but the number of Trustees may be decreased in conjunction with the declination,
death, resignation, retirement, removal or incapacity of a Trustee.

SECTION 2. 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 3. Vacancies. In case of the declination, death, resignation,
retirement, removal, or incapacity 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

<PAGE>

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").

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 4. 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 5. 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 the Trustees. 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

<PAGE>

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.

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 the Trust and shall have, with the President, general
supervision over the business and policies of the 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.

<PAGE>

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 III 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 the 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.

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

<PAGE>

postage paid, addressed to him at his address as it appears upon the books of
the Trust, at least ten (10) 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 au thorized, is filed with the records of
the meeting.

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 or class of shares is
entitled to vote as a separate series or class 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 that series or class then issued, outstanding and 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.

SECTION 5. Voting. At each meeting of the shareholders every
shareholder of the Trust shall be entitled, as the Trustees determine, to either
(a) 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 (the
"Closing Date"), or, if the books be not closed for any meeting, on the record
date (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 "Meeting Date"); the record holder of a fraction of a share shall be
entitled in like manner to a corresponding fraction of a vote, or (b) one vote
for each dollar of the net asset value (number of shares owned times net asset
value per share of such series or class, as applicable) of the shares held by
such shareholder on the Closing Date, Record Date or Meeting Date, as
applicable; and each fractional dollar amount shall be entitled to a
proportionate fractional vote, except that shares held in the treasury of the
Trust shall not be voted. Notwithstanding the foregoing, the

<PAGE>

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 at the
meeting, as hereinabove provided, by persons entitled to vote thereon.

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 nine 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 shares held
in the name of two or more persons shall be valid if executed by one of them
unless at 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. The placing of a shareholder's name on a
proxy pursuant to telephonic or electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify that such instructions have
been authorized by such shareholder shall constitute execution of such proxy by
or on behalf of such shareholder.

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 of Trust 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 consents shall be treated for all purposes as a
vote taken at a meeting of shareholders.

SECTION 8. Abstentions and Broker Non-Votes. Outstanding shares
represented at the meeting in person or by proxy (including shares which abstain
or do not vote with respect to one or more of any proposals presented for
shareholder approval) will be counted for purposes of determining whether a
quorum is present at a meeting. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the number of shares
that are present and entitled to vote with respect to any particular proposal,
but will not be counted as a vote in

<PAGE>

favor of such proposal. If a broker or nominee holding names in "street name"
indicates on the proxy it does not have discretionary authority to vote as to a
particular proposal, those shares will not be considered as present and entitled
to vote with respect to such proposal.
ARTICLE V

Trustee 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 telefaxed 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 a majority (or such other percentage as may
be required by the Declaration of Trust, these By-laws or statute) of 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 Commonwealth 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

<PAGE>

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
ByLaws 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.

ARTICLE VI

Shares of Beneficial Interest

SECTION 1. Certificates of Beneficial Interest. Certificates for shares
of beneficial interest of any series or class 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 the 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 or 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 Trust shall
not impose any restrictions upon the transfer of the shares of the Trust, 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

<PAGE>

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 Trustees may also make such additional rules and regulations as
they 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 one hundred
twenty (120) 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 shares 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.

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 a 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 the 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 Shares. The Trust shall be entitled to treat
the person in whose name any share of a series or class 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 each series of the Trust shall be the calendar year,
provided, however, that the Trustees may from time to time change the fiscal
year of any series.

<PAGE>

The taxable year of each series of the Trust shall be determined by the Trustees
from time to time.

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, but the absence of a seal shall not impair the validity or execution
of any document.

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 a Custodian
pursuant to Article III of the Declaration of Trust and to any contract entered
into with the Custodian so employed:

(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 1940 Act, 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

<PAGE>

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 the
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 and any advisory board
members 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 or advisory board
member 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, Advisory Board Members 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

<PAGE>

the fact that he is or has been a Trustee, advisory board member, 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 con nection with such action, suit or
proceeding, provided that:

(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 no 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, advisory board member, 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, advisory board member 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

<PAGE>

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 indemnifica
tion.

As used in this Section 2, a "Disinterested Trustee" is one who is not
(i) an "Interested Person," as defined in the 1940 Act, 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 of any series of the Trust 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 pertaining
to that series 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.

<PAGE>

ARTICLE XII

Underwriting Arrangements

Any contract entered into for the sale of shares of the Trust pursuant
to Article III of the Declaration of Trust shall require the other party thereto
(hereinafter called the "underwriter") whether acting as principal or as agent
to use all 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.

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, advisory board member or Trustee of the Trust and no partner, officer,

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<PAGE>

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 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, advisory
board member 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, advisory board member 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
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 invest
ment adviser or underwriter of the Trust if such transaction is exempt from the
applicable provisions of the 1940 Act; (iii) purchases of investments 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 ser vices to the Trust; or (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 inter ested.

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 III, Section 3.2 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.

**********

TBC Shareholder Services, Inc. (Mass.)

June 9, 1989

Board of Trustees
The Wright Managed Equity Trust
24 Federal Street
Boston, MA 02110

Gentlemen:

Reference is made to the Transfer Agency Agreement entered into between The
Wright Managed Equity Trust and Boston Safe Deposit and Trust Company ("Boston
Safe") on June 7, 1989, and to consent of The Wright Managed Equity Trust to
Boston Safe's assignment of said agreement to TBC Shareholder Services, Inc.,
which was signed by a duly authorized officer of The Wright Managed Equity Trust
on June 7, 1989.

The undersigned, a duly authorized officer of TBC Shareholder Services,
Inc., herein acknowledged to the Board of Trustees for The Wright Managed Equity
Trust that TBC Shareholder Services, Inc. has assented to the assignment of the
Transfer Agency Agreement to TBC Shareholder Services, Inc., and represents that
TBC Shareholder Services, Inc. fully intends to comply with the terms of said
agreement in providing transfer agency services to The Wright Managed Equity
Trust.

TBC SHAREHOLDER SERVICES, INC.

By:/S/ ROBERT F. RADIN
---------------------------------
Robert F. Radin
Senior Vice President
<PAGE>

TRANSFER AGENCY AGREEMENT

AGREEMENT dated as of June 7, 1989, between The Wright Managed Equity Trust
(the "Trust"), having its principal office and place of business at 24 Federal
Street, Boston, Massachusetts 02110 and BOSTON SAFE DEPOSIT AND TRUST COMPANY
(the "Transfer Agent"), a Massachusetts trust company with principal offices at
One Boston Place, Boston, Massachusetts 02108.

W I T N E S S E T H:

That for and in consideration of the mutual promises hereinafter set forth,
the Trust and the Transfer Agent 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) "Authorized Person" shall be deemed to include the President, any Vice
President, the Secretary and Treasurer of the Trust, the persons listed in
Appendix A hereto, and any other person, whether or not such person is an
Officer or employee of the Trust, duly authorized to give Oral Instructions or
Written Instructions on behalf of the Trust as indicated in a certificate
furnished to the Transfer Agent pursuant to Section 5(d) or 5(e) hereof as may
be received by the Transfer Agent from time to time;

(b) "Commission" shall have the meaning given it in the 1940 Act;

(c) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Trust may from time to time deposit, or
cause to be deposited or held under the name or account of such custodian
(pursuant to the Custodian Agreement between the Trust and Investors Bank &
Trust Company);

(d) "Declaration of Trust" shall mean the Declaration of Trust of the Trust
as the same may be amended from time to time;

(e) "Officer" shall mean the President, any Vice President, Secretary and
Treasurer;

(f) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;

(g) "Portfolio" refers to the Wright Quality Core Equities Fund, Wright
Selected Blue Chip Equities Fund, Wright Junior Blue Chip Equities Fund, Wright
International Blue Chip Equities Fund, Wright U.S. National Fiduciary Fund-Major
Corporations, Wright U.S. National Fiduciary Fund-Smaller Corporations, and
Wright U.S. National Fiduciary Fund-Medium Corporations or any such other
separate and distinct Portfolio as may from time to time be established and
designated by the Trust in accordance with the provisions of the Declaration of
Trust;

(h) "Prospectus" shall mean the Trust's current prospectus and statement of
additional information relating to the registration of the Trust's Shares under
the Securities Act of 1933, as amended, and the 1940 Act;

(i) "Shares" refers to the Shares of beneficial interest of each Portfolio
of the Trust;

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<PAGE>

(j) "Shareholder" means a record owner of Shares;

(k) "Trustees" or "Board of Trustees" refers to the duly elected Trustees
of the Trust;

(l) "Written Instructions" shall mean written communication signed by an
Authorized Person and actually received by the Transfer Agent; and

(m) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations promulgated thereunder, all as amended from time to time.

2. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Trust, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth. If the Board
of Trustees, pursuant to the Declaration of Trust, hereafter establishes and
designates a new Portfolio, the Transfer Agent agrees that it will act as
transfer agent and shareholder servicing agent for such new Portfolio in
accordance with the terms set forth herein. The Trustees shall cause a written
notice to be sent to the Transfer Agent to the effect that it has established a
new Portfolio and that it appoints the Transfer Agent as transfer agent and
shareholder servicing agent for the new Portfolio. Such written notice must be
received by the Transfer Agent in a reasonable period of time prior to the
commencement of operations of the new Portfolio to allow the Transfer Agent in
the ordinary course of its business, to prepare to perform its duties for such
new Portfolio.

3. COMPENSATION

(a) The Trust will compensate the Transfer Agent for the performance of its
obligations hereunder in accordance with the fees set forth in the written
schedule of fees annexed hereto as Schedule A and incorporated herein. Schedule
A does not include out-of-pocket disbursements of the Transfer Agent for which
the Transfer Agent shall be entitled to bill the Trust separately.

The Transfer Agent will bill the Trust as soon as practicable after the end
of each calendar month, and said billings will be detailed in accordance with
the Schedule A. The Trust will promptly pay to the Transfer Agent the amount of
such billing.

Out-of-pocket disbursements shall mean the items specified in the written
schedule of out-of-pocket charges annexed hereto as Schedule B and incorporated
herein. Reimbursement by the Trust for such out-of-pocket disbursements incurred
by the Transfer Agent in any month shall be made as soon as practicable after
the receipt of an itemized bill from the Transfer Agent. Reimbursement by the
Trust for expenses other than those specified in Schedule B shall be upon mutual
agreement of the parties as provided in Schedule B.

(b) The parties hereto will agree upon the compensation for acting as
transfer agent for any Portfolio hereafter established and designated at or
before the time that the Transfer Agent commences serving as such for said
Portfolio, and such agreement shall be reflected in a written schedule of fees
for that Portfolio, dated and signed by an Officer of each party hereto, which
shall be attached to Schedule A of this Agreement and incorporated herein.

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<PAGE>

(c) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule A of this Agreement a revised Fee Schedule, dated and
signed by an Officer of each party hereto.

4. DOCUMENTS. In connection with the appointment of the Transfer Agent, the
Trust shall upon request, on or before the date this Agreement goes into effect,
but in any case within a reasonable period of time for the Transfer Agent to
prepare to perform its duties hereunder, furnish the Transfer agent with the
following documents.

(a) A certified copy of the Declaration of Trust, as amended;

(b) A certified copy of the By-laws of the Trust, as amended;

(d) If applicable, a specimen of the certificate for Shares of each
Portfolio of the Trust in the form approved by the Trustees, with a certificate
of the Secretary of the Trust as to such approval;

(e) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;

(f) A signature card bearing the signatures of any Officer of the Trust or
other Authorized Person who will sign Written Instructions.

5. FURTHER DOCUMENTATION. The Trust will also furnish from time to time the
following documents:

(a) Each resolution of the Trustees authorizing the establishment and
designation of any new Portfolio;

(b) Certified copies of each vote of the Trustees designating Authorized
Persons;

(d) Certificates as to any change in any Officer or Trustee of the Trust.

6. REPRESENTATIONS OF THE TRUST. The Trust represents to the Transfer Agent
that all outstanding Shares are validly issued, fully paid and non-assessable by
the Trust. When Shares are hereafter issued in accordance with the terms of the
Trust's of Declaration of Trust and its Prospectus, such Shares shall be validly
issued, fully paid and non-assessable by the Trust.

In the event that the Trustees shall declare a distribution payable in
Shares, the Trust shall deliver to the Transfer Agent written notice of such
declaration signed on behalf of the Trust by an Officer thereof, upon which the
Transfer Agent shall be entitled to rely for all purposes, certifying (i) the
number of Shares involved and (ii) that all appropriate action has been taken.

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<PAGE>

7. DUTIES OF THE TRANSFER AGENT. The Transfer Agent shall be responsible
for administering and/or performing transfer agent functions; for acting as
service agent in connection with dividend and distribution functions; and for
performing shareholder account and administrative agent functions in connection
with the issuance, transfer and redemption or repurchase (including coordination
with the Custodian) of Shares. The operating standards and procedures to be
followed shall be determined from time to time by agreement between the Transfer
Agent and the Trust and shall be expressed in a written schedule of duties of
the Transfer Agent annexed hereto as Schedule C and incorporated herein.

8. RECORDKEEPING AND OTHER INFORMATION. The Transfer Agent shall create and
maintain all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31 (a) of
the 1940 Act, as amended, and the Rules thereunder, as the same may be amended
from time to time, and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule C and Exhibit 1 to
Schedule C attached hereto. All records and other data established and
maintained by the Transfer Agent pursuant to this Agreement shall be the
property of the Trust, shall be available for inspection and use by the Trust
and shall be surrendered promptly upon request. Where applicable, such records
shall be maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act, as the same may be amended from time
to time. Disposition of such records after such prescribed periods shall be as
mutually agreed upon from time to time by the Trust and the Transfer Agent.

9. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Trust, or any person retained by the Trust. Upon reasonable notice by the Trust,
the Transfer Agent shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visitation by the Trust, or any person retained by the
Trust, to inspect its operating capabilities or for any other reason.

10. CONFIDENTIALITY OF RECORDS. The Transfer Agent agrees to treat all
records and other information relative to the Trust and its prior, present or
potential Shareholders in confidence except that, after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Transfer Agent may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.

11. RELIANCE BY THE TRANSFER AGENT; INSTRUCTIONS

(a) The Transfer Agent will be protected in acting upon Written or Oral
Instructions which it may reasonably have believed to have been executed or
orally communicated by an Authorized Person and will not be held to have any
notice of any change of authority or any person until receipt of a Written
Instruction thereof from the Trust. The Transfer Agent will also be protected in
processing Share certificates which it reasonably believes to bear the proper
manual or facsimile signatures of the Officers of the Trust and the proper
countersignature of the Transfer Agent.

(b) At any time the Transfer Agent may apply to any Authorized Person of
the Trust for Written Instructions and may, after obtaining prior oral or
written approval by an Authorized Person, seek advice from legal counsel for the
Trust, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken

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<PAGE>

or not taken or suffered by it in good faith in accordance with such
Written Instructions or in accordance with the opinion of counsel for the Trust
or for the Transfer Agent. Written Instructions requested by the Transfer Agent
will be provided by the Trust within a reasonable period of time. In addition,
the Transfer Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of the Trust only if said representative is known by the
Transfer Agent, or its officers, agents or employees, to be an Authorized
Person. The Transfer Agent shall have no duty or obligation to inquire into, nor
shall the Transfer Agent be responsible for, the legality of any act done by it
upon the request or direction of an Authorized Person.

(c) Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor; (ii) the propriety of the
amount per share to be paid on any redemption; (iii) the legality of the
declaration of any dividend by the Trustees, or the legality of the issuance of
any Shares in payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares.

12. ACTS OF GOD, ETC. The Transfer Agent will not be liable or responsible
for delays or errors by reason or circumstances beyond its control, including
acts of civil or military authority, national emergencies, fire, mechanical
breakdown beyond its control, flood, acts of God, insurrection, war, riots, and
loss of communication or power supply.

13. DUTY OF CARE AND INDEMNIFICATION. The Trust will indemnify the Transfer
Agent against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit not resulting from the bad
faith or negligence of the Transfer Agent, and arising out of, or in connection
with, its duties on behalf of the Trust hereunder. In addition, the Trust will
indemnify the Transfer Agent against and hold it harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand action or suit as a result
of: (i) any action taken in accordance with Written or Oral Instructions, or any
other instructions, or share certificates reasonably believed by the Transfer
Agent to be genuine and to be signed, countersigned or executed, or orally
communicated by an Authorized Person; (ii) any action taken in accordance with
written or oral advice reasonably believed by the Transfer Agent to have been
given by counsel for the Trust or its own counsel; or (iii) any action taken as
a result of any error or omission in any record which the Transfer Agent had no
reason to believe was inaccurate (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) and was delivered, or
caused to be delivered, by the Trust to the Transfer Agent in connection with
this Agreement.

In any case in which the Trust may be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent shall notify the
Trust promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Trust. The Trust shall have the
option to defend the Transfer Agent against any claim which may be the subject
of this indemnification and, in the event that the Trust so elects, such defense
shall be conducted by counsel chosen by the Trust, and thereupon the Trust shall
take over complete defense of the claim and the Transfer Agent shall sustain no

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<PAGE>

further legal or other expenses in such situation for which it seeks
indemnification under this Section 13. The Transfer Agent will not confess any
claim or make any compromise in any case in which the Trust will be asked to
provide indemnification, except with the Trust's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.

14. TERMS AND TERMINATION. This Agreement shall become effective on the
date first set forth above (the "Effective date") and shall continue in effect
from year to year thereafter as the parties may mutually agree; provided,
however, that either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall not be less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a resolution
of the Board of Trustees, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents. Upon
such termination the Transfer Agent will deliver to such successor a certified
list of shareholders of the Trust (with names, addresses and taxpayer
identification or Social Security numbers and such other federal tax information
as the Transfer Agent may be required to maintain), an historical record of the
account of each shareholder and the status thereof, and all other relevant
books, records, correspondence, and other data established or maintained by the
Transfer Agent under this Agreement in the form reasonably acceptable to the
Trust, and will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or successors.

If this Agreement is terminated, the Transfer Agent shall deliver all
records and data established or maintained under this Agreement without
compensation or other fees except that the Transfer Agent shall be entitled to
incidental out-of-pocket expenses as limited by and provided for in Schedule B
to this Agreement incurred in the delivery of such records and data.

15. AMENDMENT. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.

16. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Agent shall not relieve the Transfer Agent of its responsibilities hereunder and
provided that the Transfer Agent has given 30 days prior written notice to an
Authorized Person.

17. USE OF TRANSFER AGENT'S NAME. The Transfer Agent shall approve all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by the Commission or a state
securities commission.

18. USE OF THE TRUST'S NAME. The Transfer Agent shall not use the name of
the Trust or material relating to the Trust on any documents or forms for other
than internal use in a manner not approved prior thereto in writing; provided,
that the Trust shall approve all reasonable uses of its name which merely refer
in accurate terms to the appointment of the Transfer Agent or which are required
by the Commission or a state securities commission.

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<PAGE>

19. SECURITY. The Transfer Agent represents and warrants that, to best of
its knowledge, the various procedures and systems which the Transfer Agent has
implemented or will implement with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause (including provision for 24
hours-a-day restricted access) of the Trust's records and other data and the
Transfer Agent's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgement are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.

20. INSURANCE. The Transfer Agent shall notify the Trust should any of its
insurance coverage as set forth in Schedule D attached hereto be changed for any
reason. Such notification shall include the date of change and reason or reasons
therefor. The Transfer Agent shall notify the Trust of any claims against it
whether or not they may be covered by insurance and shall notify the Trust from
time to time as may be appropriate, and at least within 30 days following the
end of each fiscal year of the Transfer Agent, of the total outstanding claims
made by the Transfer Agent under its insurance coverage.

21. MISCELLANEOUS

(a) Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Trust or the Transfer Agent, shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.

To the Trust:

The Wright Managed Equity Trust
24 Federal Street
Boston, Massachusetts 02110
Attention: H. Day Brigham, Jr., Esq.

To the Transfer Agent:

Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
Attn: Susan Mann

(b) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall be assignable without the written consent of the other
party.

(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.

(e) The captions of this Agreement are included for convenience or
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

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<PAGE>

22. LIABILITY OF DIRECTORS, OFFICERS AND SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized Officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such Officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not are not binding upon any of the Trustees or shareholders of the Trust, but
bind only the trust property of the Trust as provided in the Declaration of
Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.

The Wright Managed Equity Trust

Attest: /s/ Paul D. Wallace, Jr. By: /s/ James L. O'Connor
------------------------------ -----------------------------

BOSTON SAFE DEPOSIT AND
TRUST COMPANY

Attest: By: /s/ Susan Mann
-------------------------

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<PAGE>

Appendix A

AUTHORIZED PERSONS

Benjamin A. Rowland, Jr.

Richard E. Houghton

Daniel A. MacLellan

Robert A. Chisholm
<PAGE>

Schedule A

SCHEDULE OF FEES

Transfer Agent fees are paid monthly based upon a monthly fee of $625 per
Portfolio.
<PAGE>

Schedule B

OUT-OF-POCKET EXPENSES

The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:

o postage and mailing
o forms
o outgoing wire charges
o telephone
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o if applicable, terminals, transmitting lines and any
expenses incurred in connection with such terminals and
lines

The Trust agrees that an estimate of the postage and mailing expenses of
the Transfer Agent will be paid on the day of or prior to a mailing if requested
reasonably in advance by the Transfer Agent. In addition, the Trust will
reimburse the Transfer Agent for any other expenses incurred by the Transfer
Agent as to which the Trust and the Transfer Agent mutually agree are not
otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
<PAGE>

Schedule C

DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services)

1. SHAREHOLDER INFORMATION. The Transfer Agent shall maintain a record of
the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such Shares are held in certificated or uncertificated form.

2. SHAREHOLDER SERVICES. The Transfer Agent will investigate all
Shareholder inquiries relating to Shareholder accounts and will answer all
correspondence from Shareholders and others relating to its duties hereunder
between the Transfer Agent and the Trust. The Transfer Agent shall keep records
of Shareholder correspondence and replies thereto, and of the lapse of time
between the receipt of such correspondence and the mailing of such replies.

3. STATE REGISTRATION REPORTS. The Transfer Agent shall furnish the Trust,
on a state-by-state basis, sales reports, such periodic and special reports as
the Trust may reasonably request, and such other information, including
Shareholder lists and statistical information concerning accounts, as may be
agreed upon from time to time between the Trust and the Transfer Agent.

4. SHARE CERTIFICATES

(a) At the expenses of the Trust, the Transfer Agent shall maintain an
adequate supply of blank Share certificates for each Portfolio to meet the
Transfer Agent's requirements therefor. Such Share certificates shall be
properly signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any Officer of the Trust whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed by the Trust.

(b) The Transfer Agent shall issue replacement Share certificates in lieu
of certificates which have been lost, stolen or destroyed without any further
action by the Board of Trustees or any Officer of the Trust, upon receipt by the
Transfer Agent of properly executed affidavits and lost certificate bonds, in
form satisfactory to the Transfer Agent, with the Trust and the Transfer Agent
as obligees under the bond.

(c) The Transfer Agent shall also maintain a record of each certificate
issued, the number of Shares represented thereby and the holder of record. With
respect to Shares held in open accounts or uncertificated forms, i.e., no
certificate being issued with respect thereto, the Transfer Agent shall maintain
comparable records of the record holders thereof, including their names,
addresses and taxpayer identification numbers. The Transfer Agent shall further
maintain separately for the Trust a stop transfer record on lost and/or replaced
certificates.

5. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The Transfer
Agent will address and mail to Shareholders of the Trust all reports to
Shareholders, dividend and distribution notices and proxy material for the
Trust's meetings of Shareholders, and such other communications as the Trust may
authorize. In connection with meetings of Shareholders, the Transfer Agent will
<PAGE>

prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.

6. SALES OF SHARES

(a) PROCESSING OF INVESTMENT CHECKS OR OTHER INVESTMENTS. Upon receipt of
any check or other instrument drawn or endorsed to it as agent for, or
identified as being for the account of, the Trust, or drawn or endorsed to the
Distributor of the Trust's Shares for the purchase of Shares, the Transfer Agent
shall stamp the check with the date of receipt, shall forthwith process the same
for collection and shall record the number of Shares sold, the trade date and
price per Share, and the amount of money to be delivered to the Custodian of the
Trust for the sale of such Shares.

Upon receipt of an order to purchase shares from a broker or dealer
pursuant to procedures approved by the Trust, the Transfer Agent shall record
the number of Shares sold for the account of such broker or dealer, the trade
date and price per share, the amount of money to be delivered to the Custodian
of the Trust for the sale of such Shares, and shall confirm such order and
amount to the broker or dealer promptly in accordance with good industry
practice.

(b) ISSUANCE OF SHARES. Upon receipt of notification that the Custodian has
received the amount of money specified in the first paragraph of section (a)
above, the Transfer Agent shall issue to and hold in the account of the
purchaser/Shareholder, or if no account is specified therein, in a new account
established in the name of the purchaser, the number of Shares such purchaser is
entitled to receive, as determined in accordance with applicable Federal law or
regulation.

(c) CONFIRMATION. The Transfer Agent shall send to the
purchaser/Shareholder a confirmation of each purchase which will show the new
Share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form as the Trust and the Transfer Agent may
agree from time to time.

(d) SUSPENSION OF SALES OF SHARES. The Transfer Agent shall not be required
to issue any Shares of the Trust where it has received a Written Instruction
from the Trust or written notice from any appropriate Federal or state authority
that the sale of the Shares of the Trust has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such Written Instructions or
written notification.

(e) TAXES IN CONNECTION WITH ISSUANCE OF SHARES. Upon the issuance of any
Shares in accordance with the foregoing provisions of this Section, the Transfer
Agent shall not be responsible for the payment of any original issue or other
taxes required to be paid in connection with such issuance.

(f) RETURNED CHECKS. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer Agent will: (i)
give prompt notice of such return to the Trust or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from time to time
deem appropriate.
<PAGE>

7. REDEMPTIONS

(a) REQUIREMENTS FOR TRANSFER OR REDEMPTION OF SHARES. The Transfer Agent
shall process all requests from Shareholders to transfer or redeem Shares in
accordance with the procedures set forth in the Trust's Prospectus, or as
authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from Shareholders to redeem Shares of each Portfolio,
all determinations of the number of Shares required to be redeemed to fund
designated monthly payments and automatic payments or any such distribution or
withdrawal plan.

The Transfer Agent reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the instructions to do so are valid and
genuine, in accordance with procedures set forth in the Trust's Prospectus. The
Transfer Agent shall incur no liability for the refusal, in good faith, to make
transfer or redemptions which the Transfer Agent, in its good judgment deems
improper or unauthorized based upon such procedures, or until it is reasonably
satisfied that there is no basis for any claim adverse to such transfer or
redemption.

The Transfer Agent may, in effecting transactions, rely upon the provisions
of the Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the Commonwealth of Massachusetts, which in the
opinion of legal counsel for the Trust or of its own legal counsel protect it in
not requiring certain documents in connection with the transfer or redemption of
Shares. The Trust may authorize the Transfer Agent to waive the signature
guarantee in certain cases by Written Instructions.

For the purpose of the redemption of Shares of each Portfolio which have
been purchased within 15 days of a redemption request, the Trust shall provide
the Transfer Agent with written Instructions (see Exhibit 2 hereto) concerning
the time within which such requests may be honored.

(b) NOTICE TO CUSTODIAN. When Shares are redeemed, the Transfer Agent
shall, upon receipt of the instructions and documents in proper form, deliver to
the Custodian a notification setting forth the applicable Portfolio and the
number of Shares to be redeemed. Such redemptions shall be reflected on
appropriate accounts maintained by the Transfer Agent reflecting outstanding
Shares of the Trust and Shares attributed to individual accounts and, if
applicable, any individual withdrawal or distribution plan.

(c) PAYMENT OF REDEMPTION PROCEEDS. The Transfer Agent shall, upon receipt
of the money paid to it by the Custodian for the redemption of Shares, pay to
the Shareholder, or his authorized agent or legal representative, such moneys as
are received from the Custodian, all in accordance with the redemption
procedures described in the Trust's Prospectus; provided, however, that the
Transfer Agent shall pay the proceeds of any redemption of Shares purchased
within a period of time agreed upon in writing by the Transfer Agent and the
Trust only in accordance with procedures agreed to in writing by the Transfer
Agent and the Trust for determining that good funds have been collected for the
purchase of such Shares, such written procedures being attached to this Schedule
as Exhibit 2. The Trust shall indemnify the Transfer Agent for any payment of
redemption proceeds or refusal or make such payment if the payment or refusal to
pay is in accordance with said written procedures.
<PAGE>

The Transfer Agent shall not process or effect any redemptions pursuant to
a plan of distribution or redemption or in accordance with any other Shareholder
request upon the receipt by the Transfer Agent of notification of the suspension
of the determination of the Trust's net asset value.

(d) The Transfer Agent shall send to the Shareholder a confirmation of each
redemption showing the amount (and price) of shares redeemed, the new Share
balance, and such other information as the Trust may request from time to time.

8. DIVIDENDS

(a) NOTICE TO TRANSFER AGENT AND CUSTODIAN. Upon the declaration of each
dividend and each capital gains distribution by the Board of Trustees of the
Trust with respect to Shares of a Portfolio, the Trust shall furnish to the
Transfer Agent Written Instructions setting forth, with respect to Shares of
such Portfolio the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the amount payable per
Share to the Shareholders of record as of that date, the total amount payable to
the Transfer Agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.

On or before the payment date specified in such resolution of the Board of
Trustees, the Trust will cause the Custodian of the Trust to pay to the Transfer
Agent sufficient cash to make payment to the Shareholders of record as of such
payment date.

(b) PAYMENT OF DIVIDENDS BY THE TRANSFER AGENT. The Transfer Agent will, on
the designated payment date, automatically reinvest all dividends in additional
Shares at net asset value (determined on the record date of such dividend with
respect to Shareholders who have elected such reinvestment), and promptly mail
to each Shareholder at his address of record, or such other address as the
Shareholder may have designated, a statement showing the number of full and
fractional Shares (rounded to three decimal places) then currently owned by the
Shareholder and the net asset value of the Shares so credited to the
Shareholder's account. All other dividends shall be paid in cash, or by check,
to Shareholders or their designees, for shareholders who have so elected.

(c) INSUFFICIENT FUNDS FOR PAYMENTS. If the Transfer Agent does not receive
sufficient cash from the Custodian to make total dividend and/or distribution
payments to all Shareholders of a Portfolio of the Trust as of the record date,
the Transfer Agent will, upon notifying the Trust, withhold payment to all
Shareholders of record as of the record date until such sufficient cash is
provided to the Transfer Agent.

(d) INFORMATION RETURNS. It is understood that the Transfer Agent shall
file in a timely manner such appropriate information returns concerning the
payment of dividends, return of capital, capital gains distributions and special
information returns for retirement plan accounts with the proper Federal, state,
local and other authorities as are required by law to be filed and shall be
responsible for the withholding of taxes, if any, due on such dividends or
distributions to Shareholders when required to withhold taxes under applicable
law. The Transfer Agent shall also mail copies of such information returns to
the appropriate Shareholders.
<PAGE>

Exhibit 1
to
Schedule C

Summary of Services

The services to be performed by the Transfer Agent shall be as follows:

A. DAILY RECORDS

Maintain daily on disk, tape or other magnetic media the following
information with respect to each shareholder account as received:

o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e, male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax identification number, any TEFRA
and backup withholding)
o Other special coding for retirement plan accounts

B. OTHER DAILY ACTIVITY

o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares
and other management policy questions will be referred to the
Trust).

o Furnish a Statement of Additional Information to any Shareholder
who requests (in writing or by telephone) such statement from the
Transfer Agent.

o Examine and process Share purchase applications in accordance
with the Prospectus.

o Furnish Forms W-9 to all shareholders whose initial subscriptions
for Shares did not include certified taxpayer identification
numbers.

o Process additional payments into established Shareholder accounts
in accordance with the Prospectus.

o Upon receipt of proper instructions and all required
documentation, process requests for redemption of Shares.

o In accordance with procedures outlined in the Trust's Prospectus,
process and effect telephone exchanges among funds with similar
distribution plans.

o Maintain records of Letter of Intent escrow shares.
<PAGE>

o Maintain records necessary to properly invoke the contingent
deferred sales charge.

o Identify redemption requests made with respect to accounts in
which Shares have been purchased within an agreed-upon period of
time for determining whether good funds have been collected with
respect to such purchase and process as agreed by the Transfer
Agent and the Trust in accordance with written procedures set
forth in the Trust's Prospectus.

o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.

o Issue and mail replacement checks.

o Maintain and execute share purchases with respect to Rights of
Accumulation.

C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING

The Transfer Agent shall provide the Custodian on or before 9:30 A.M.
each day reports summarizing the previous day's transaction activity,
subtotaled by transaction type and trade date, and showing the balance
of the Trust's shares outstanding and other pertinent information.
These reports shall indicate all cash amounts to be paid or received
by the Trust for such purposes as settling sales and redemption of
Trust Shares or making distributions to Shareholders. Providing that
the Transfer Agent has reported the daily settlement amounts in a
timely manner with appropriate back-up documentation, the Trust will
cause to be wired monies due the Transfer Agent by the Trust on or
before the close of business that day. All monies due the Trust from
the Transfer agent shall be wired by the Transfer Agent on or before
2:00 P.M.

D. REPORTS PROVIDED TO THE TRUST AND/OR THE CUSTODIAN

Furnish the following reports to the Fund:

o Daily financial totals

o Monthly form N-SAR information (sales/redemptions)

o Monthly report of outstanding Shares

o Monthly analysis of accounts by beneficial owner code

o Monthly analysis of accounts by share range

o Bi-monthly analysis of sales by state; provide a "warning system"
that informs the Fund when sales of Shares in certain states are
within a specified percentage of the Shares registered in the
state.
<PAGE>

E. DIVIDEND AND REDEMPTION ACTIVITY

o Calculate and process Share dividends and distributions as
instructed by the Trust.

o Compute; prepare and mail all necessary reports to Shareholders,
federal and/or state authorities as requested by the Trust.

o On the payable date of a distribution to shareholders, the
Transfer Agent shall deliver to the Custodian a complete dividend
reconciliation, including the record date shares, total amount
distributed, amount reinvested and cash due the Transfer Agent.
Payment of the cash by the Custodian upon receipt of the
reconciliation shall be contingent upon the Custodian's assent
that the figures in such reconciliation appear to be reasonable.

o The Transfer Agent shall deliver a final dividend reconciliation
to the Custodian no later than 30 days after the payable date
which will reflect any adjustments made subsequent to the payable
date. After the final dividend reconciliation is prepared, no
further adjustments shall be made to affect the total amount of
the distribution without the written approval of the Trust.

F. MEETINGS OF SHAREHOLDERS

o Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be
adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have
been received.

o Prepare and submit to the Trust an Affidavit of Mailing.

o At the time of the meeting, if requested, furnish a certified
list of Shareholders in hard copy, microfilm or microfiche and
Inspectors of Election.

G. PERIODIC ACTIVITIES

o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Trust (material must be adaptable to
the mechanical equipment of Transfer Agent or its agents).

o Produce and mail periodic statements as requested to Shareholders
and broker/dealers.

H. AS OF TRANSACTIONS

o The Transfer Agent shall make every effort to minimize the
occurrence of "as of" transactions. For those that do occur, the
Transfer Agent shall maintain records as to the reason for the
delay in processing. In the event the delayed processing is the
fault of the Transfer Agent, and the Trust sustains a loss, the
Trust shall be entitled to compensation from the Transfer Agent.
<PAGE>

Exhibit 2
to
Schedule C

It is hereby agreed between the Trust and the Transfer Agent that Shares
purchased by personal check may be redeemed only after they are deemed to have
been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a Shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
<PAGE>

CHECK-AGING SCHEDULE

STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
- ---- ------- ----------------- -------

01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
08 DE Delaware 7
09 DC District of Columbia 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
<PAGE>

STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
- ---- ------- ----------------- -------

28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
40 RI Rhode Island 7
41 SC South Carolina 9
42 SD South Dakota 11
43 TN Tennessee 9
44 TX Texas 11
45 UT Utah 12
46 VT Vermont 7
47 VA Virginia 9
48 WA Washington 12
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York
54 54 APO, FPO California
55 55 Other U.S. Possessions
56 56 Foreign Addresses
<PAGE>

SCHEDULE D

SCHEDULE OF INSURANCE COVERAGE

Boston Safe Deposit and Trust Company ("Boston Safe"), and its New York clearing
facility, Boston Safe Clearing Corporation, are named insureds under the
following insurance policies presently in force covering assets held in custody
at either company.

BANKERS BLANKET BOND

Basic Coverage: $22,500,000

Carrier: Continental Insurance Company #BND1619079, et al., policy
dated April 7, 1985 and effective until cancelled.

Deductible: $250,000
This coverage relates to any dishonest act of any employee of Boston
Safe and to any loss by burglary or mysterious unexplainable
disappearance of securities. The bond provides coverage for forgery
losses up to $2,500,000 and losses for Boston Safe's acceptance of
counterfeited securities in good faith up to $1,000,000.

Additional Coverage;
In addition, both companies are named insureds for $57,500,000 of
excess bond coverage through American Express, bringing the total
blanket bond coverage to $80,000,000.

Also, through American Express, Boston Safe has $245,000,000 of Lost
Instrument Bond coverage in addition to the $80.0 million blanket bond
coverage.

ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY

Coverage: $5,000,000

Carrier First State Insurance Company, policy dated November 14,
1988, and effective until November 14, 1989

Deductible: $250,000
Protection under the Errors and Omissions Policy for an account would
be in the area of any alleged negligent act, error, or omission
committed by Boston Safe in the course of its performance of its duties
as Custodian.

As a participant in the Depository Trust Company ("DTC"), Boston Safe is insured
under policies made available by DTC with respect to securities deposited.

SERVICE PLAN

THE WRIGHT MANAGED EQUITY TRUST

WHEREAS, The Wright Managed Equity Trust (the "Trust") engages 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");

WHEREAS, Wright Investors Service Distributors, Inc.("WISDI") provides, or
arranges for others ("Intermediaries") to provide, account administration and
personal and account maintenance services to shareholders of each series (the
"Funds") of shares of the Trust;

WHEREAS, the Trust, on behalf of each class of the Funds, intends to
reimburse WISDI for its expenses in providing, or arranging for Intermediaries
to provide, these services; and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Service Plan will benefit each class
of the Funds and its respective shareholders.

NOW, THEREFORE, the Trust hereby adopts this Service Plan (this "Plan")
on behalf of each class of the Funds containing the following terms and
conditions:

1. The Trust, on behalf of each class of the Funds, is authorized to
reimburse the Principal Underwriter for expenses incurred in providing, or
arranging for Intermediaries to provide, account administration and personal and
account maintenance services to beneficial owners of the shares of that class
and Fund. The amount of such reimbursements paid during any one year with
respect to each class of a Fund shall not exceed .25% of the average daily net
assets of that class. Such compensation shall be calculated and accrued daily
and paid monthly.

2. Account administration and personal and account maintenance services
and expenses for which WISDI may be reimbursed pursuant to this Plan include,
without limitation, (a) acting, or arranging for Intermediaries to act, as the
record holder and nominee of all shares of each class of the Funds beneficially
owned by customers of the Intermediaries ("Customers"); (b) establishing and
maintaining individual accounts and records with respect to shares owned by
Customers; (c) providing facilities to answer questions and respond to
correspondence with Customers and other investors about the status of their
accounts or about other aspects of the Funds; (d) processing and issuing
confirmations concerning Customer orders to purchase, redeem and exchange shares
promptly and in accordance with

<PAGE>

the then effective prospectus for shares of each Fund; (e) receiving and
transmitting funds representing the purchase price or redemption proceeds of
such shares; (f) responding to investor requests for prospectuses and statements
of additional information; (g) displaying and making prospectuses available on
the Intermediary's premises; (h) assisting Customers in completing application
forms, selecting dividend and other account options and opening custody accounts
with the Intermediary; (i) acting as liaison between Customers and the Funds,
including obtaining information about the Funds, assisting the Funds in
correcting errors and resolving problems; and (j) providing such statistical and
other information as may be reasonably requested by the Funds or necessary for
the Funds to comply with applicable federal or state laws.

3. This Plan shall not take effect until after it has been approved by
both a majority of (a) those Trustees of the Trust who are not "interested
persons" of the Trust (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 "Independent Trustees"), and (b) all of the Trustees then in office, cast
in person at a meeting (or meetings) called for the purpose of voting on this
Plan.

4. Any agreements related to this Plan shall not take effect until
approved in the manner provided for approval of this Plan in paragraph 3.

5. This Plan shall continue in effect until February 28, 1998 and from
year to year thereafter for so long as such continuance after February 28, 1998
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.

6. The persons authorized to direct the disposition of monies paid or
payable by the Funds pursuant to this Plan or any related agreement shall be the
President or any Vice President of the Trust. Such persons shall provide to the
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 Fund or with respect to any
class of shares of any Fund at any time by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of that
Fund or class. If the Plan is terminated with respect to a Fund or any class of
shares thereof or is not continued by the Trustees and no successor plan is
adopted, such Fund or class shall cease to make service payments to WISDI.

The term "vote of a majority of the outstanding voting securities of
that Fund or class" shall mean the vote of the lesser (a) 67 per cent or more of
the shares of the particular Fund or class present or represented by proxy at
the meeting if the holders of more than 50 per cent of the outstanding shares of
the particular Fund or class are

<PAGE>

present or represented by proxy at the meeting, or (b) more than 50 per cent of
the outstanding shares of the particular Fund or class.

8. No material amendment to the Plan shall be made unless approved in
the manner provided for approval and annual continuance in paragraph 3 hereof.

9. While this Plan is in effect, the selection and nomination of the
Independent Trustees shall be committed to the discretion of the Independent
Trustees.

10. The Trust shall preserve copies of this Plan, 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, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.

<PAGE>

IN WITNESS WHEREOF, the Trust has executed this Service Plan on May 1,
1997.

THE WRIGHT MANAGED EQUITY TRUST

By: /s/ Peter M. Donovan

President
Attest:

/s/ H. Day Brigham

Secretary

EXHIBIT 10

Eaton Vance Management
24 Federal Street
Boston, MA 02110
(617) 482-8260

April 28, 1997

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 April 28,1997), (the "Declaration of Trust")and 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.

The Trustees of the Trust have designated the series Wright Major Blue Chip
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, 4,626,461 of its shares of beneficial interest with
Post-Effective Amendment No. 22 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.
<PAGE>

The Wright Managed Equity Trust
April 28, 1997
Page 2

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:

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 for 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/ Eric G. Woodbury

Eric G. Woodbury
Vice President

EXHIBIT 11

Independent Auditors' Consent

We consent to the incorporation by reference in this Post-Effective
Amendement No. 22 to the Registration Statement (1933 Act File No. 2-78047) of
The Wright Managed Equity Trust of our report on the financial statements of The
Wright International Blue Chip Equities Fund, Wright Major Blue Chip Equities
Fund (formerly, Wright Quality Core Equities Fund), Wright Selected Blue Chip
Equities Fund and Wright Junior Blue Chip Equities Fund (the series constituting
The Wright Managed Equity Trust) dated January 31, 1997 which are incorporated
by reference in the Statement 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.

We also consent to the reference to our Firm under the caption
"Financial Statements" in the Statements of Additional Information of the
Registration Statement.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
April 28, 1997

Standard Shares Distribution Plan

THE WRIGHT MANAGED EQUITY TRUST

WHEREAS, Wright Investors Service Distributors, Inc. (the "Distributor")
acts as distributor of the shares of beneficial interest of the Trust's series
set forth in Schedule I (each, a "Fund" and together, the "Funds");
WHEREAS, the Trust, on behalf of each Fund, intends to pay distribution
expenses with respect to the Funds' Standard Shares;

WHEREAS, the Trust has entered into a distribution contract with the
Distributor, whereby the Distributor renders services to the Trust in connection
with the offering and distribution of each Fund's Standard Shares; and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Standard Shares Distribution Plan
will benefit each Fund and the Fund's Standard Shares shareholders.

NOW, THEREFORE, the Trust hereby adopts this Standard Shares
Distribution Plan (the "Plan") on behalf of each Fund in accordance with Rule
12b-1 under the Act and containing the following terms and conditions:

1. The Trust, on behalf of each Fund, is authorized to reimburse the
Distributor for distribution services performed and expenses incurred by the
Distributor in connection with each Fund's Standard Shares. The amount of such
compensation paid during any one year shall not exceed .25% of the average daily
net assets of a Fund attributable to the Standard Shares. Such compensation
shall be calculated and accrued daily and paid monthly.

2. Distribution services and expenses for which the Distributor may be
reimbursed by a Fund's Standard Shares pursuant to this Plan include, without
limitation: compensation to and expenses incurred by dealers or wholesalers
retained by the Distributor (collectively, the "Authorized Dealers") and the
officers, employees and sales representatives of Authorized Dealers and of the
Distributor; allocable overhead, travel and telephone expenses; the printing of
prospectuses and reports for

<PAGE>

other than existing shareholders; the preparation and distribution of sales
literature and advertising; and all other expenses (other than personal and
account maintenance services as defined in the Trust's Service Plan) incurred in
connection with activities primarily intended to result in the sale of a Fund's
Standard Shares.

3. This Plan shall not take effect with respect to each Fund until
after it has been approved by both (a) a majority of (i) those Trustees of the
Trust who are not "interested persons" of the Trust (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 (b) a majority of the outstanding voting
Standard Shares of the Fund.

4. Any agreements related to this Plan shall not take effect until
approved in the manner provided for approval of this Plan in paragraph 3(a).

5. This Plan shall continue in effect until February 28, 1998 and from
year to year thereafter for so long as such continuance is specifically approved
at least annually in the manner provided for approval of this Plan in paragraph
3(a).

6. The persons authorized to direct the disposition of monies paid or
payable by a Fund pursuant to this Plan or any related agreement shall be the
President or any Vice President of the Trust. Such persons shall provide to the
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 at any time with respect to each Fund by
vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the
outstanding voting Standard Shares of the Fund. If the Plan is terminated or not
continued by the Trustees and no successor plan is adopted with respect to each
Fund, the Fund shall cease to make distribution payments to the Distributor with
respect to the Standard Shares.

The term "vote of a majority of the outstanding voting Standard Shares
of a Fund" shall mean the vote of the lesser (a) 67 per centum or more of the
Fund's Standard Shares present or represented by proxy at the meeting if the
holders of more than 50 per centum of the outstanding Standard Shares are
present or represented by proxy at the meeting, or (b) more than 50 per centum
of the Fund's outstanding Standard Shares, or such other definition as may be
required from time to time pursuant to the Act.

8. This Plan may not be amended to increase materially the limit upon
distribution expenses provided in paragraph 1 or to change the nature of such

<PAGE>

expenses provided in paragraph 2 hereof unless such amendment is approved in the
manner provided for approval in paragraph 3 hereof.

9.While this Plan is in effect, the selection and nomination of the Rule
12b-1 Trustees shall be committed to the discretion of the Rule 12b-1 Trustees.

10. The Trust 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 of such
reports, as the case may be, the first two years in an easily accessible place.

11. It is the opinion of the Trust's Trustees and officers that the
following are not expenses primarily intended to result in the sale of each
Fund's Standard Shares: fees and expenses of registering the Standard Shares
under federal or state laws regulating the sale of securities; and 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; 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 a Fund's Standard Shares, 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.

<PAGE>

IN WITNESS WHEREOF, the Trust has executed this Distribution Plan on
May 1, 1997.

THE WRIGHT MANAGED EQUITY TRUST

By: /s/ Peter M. Donovan
----------------------
President
Attest:

/s/ H. Day Brigham
- -------------------
Secretary

<PAGE>

Schedule I

The Wright Managed Equity Trust

Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund

EXHIBIT 16

The average annual total return of each Fund for the one, five and ten-year
periods ended December 31, 1996 and the period from inception to December 31,
1996 was as follows:
<TABLE>
<CAPTION>
Period Ended 12/31/96 Inception To Inception
1 Year 5 Years 10 Years 12/31/96 Date
- ---------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Wright Major Blue Chip Equities Fund 17.63% 10.44% 12.38% 13.51% 7/22/85
(formerly Wright Quality Core Equities Fund)
Wright Selected Blue Chip Equities Fund 18.57% 9.77% 12.01% 12.76% 1/04/83
Wright Junior Blue Chip Equities Fund 17.53% 8.95% 9.22% 10.22% 1/15/85
Wright International Blue Chip Equities Fund 20.73% 10.69% -- 9.15% 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, 1996, the yield of each Fund was as
follows:

30-Day Period Ended
December 31, 1996*
- -------------------------------------------------------------------------------

Wright Major Blue Chip Equities Fund 0.91%
(formerly Wright Quality Core Equities Fund)
Wright Selected Blue Chip Equities Fund 1.05%
Wright Junior Blue Chip Equities Fund 0.83%
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 other than 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.

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, Alan R. Dynner 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 and
- ------------------------- Trustee March 18, 1997
Peter M. Donovan
Treasurer and Principal
/s/ James L. O'Connor Financial and Accounting
- ------------------------- Officer March 18, 1997
James L. O'Connor

/s/ H. Day Brigham, Jr.
- ------------------------- Trustee March 18, 1997
H. Day Brigham, Jr.

/s/ Winthrop S. Emmet
- ------------------------- Trustee March 18, 1997
Winthrop S. Emmet

/s/ Leland Miles
- ------------------------- Trustee March 18, 1997
Leland Miles

/s/ A.M. Moody, III
- ------------------------- Trustee March 18, 1997
A.M. Moody, III

/s/ Lloyd F. Pierce
- ------------------------- Trustee March 18, 1997
Lloyd F. Pierce

/s/ Richard E. Taber
- ------------------------- Trustee March 18, 1997
Richard E. Taber

/s/ Raymond Van Houtte
- ------------------------- Trustee March 18, 1997
Raymond Van Houtte

POWER OF ATTORNEY

Each of the undersigned Trustees of The Wright Blue Chip Master
Portfolio Trust, a New York trust (the "Portfolio Trust"), does hereby
constitute and appoint Peter M. Donovan, A. M. Moody III, Alan Dynner and H. Day
Brigham, Jr. , and each of them acting singly, to be his true, sufficient and
lawful attorneys, with full power of substitution to each of them, and each of
them acting singly, to sign for him, in his name and in the capacities indicated
below, (1) the Registration Statements on Form N-8A and Form N-1A to be filed by
the Portfolio Trust under the Investment Company Act of 1940, as amended (the
"1940 Act"), (2) any and all amendments to the Registration Statements on Form
N-8A and Form N-1A, (3) any and all amendments to the Registration Statements on
Form N-1A of The Wright Managed Equity Trust and The Wright Managed Income Trust
(the "Investment Trusts") under the 1940 Act and the Securities Act of 1933, as
amended (the "1933 Act"), (4) the Registration Statement on Form N-1A of any
other registered investment company that is or will become a holder of an
interest in the Portfolio Trust (a "Holder"), (5) any Registration Statement on
Form N-14, and any and all amendments thereto, filed by the Portfolio Trust, the
Investment Trusts or any Holder and (6) any and all other documents and papers
relating thereto, and generally to do all such things in his name and on his
behalf in the capacities indicated below to enable the Portfolio Trust to comply
with the 1940 Act and the 1933 Act (where applicable) and all requirements of
the Securities and Exchange Commission thereunder, hereby ratifying and
confirming his signature as it may be signed by said attorneys or each of them
to any and all such documents.

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument on
this 18th day of March, 1997.

/s/ Peter M. Donovan /s/ A.M. Moody III
- --------------------- --------------------
Peter M. Donovan A.M. Moody III

/s/ H. Day Brigham, Jr. /s/ Lloyd F. Pierce
- ----------------------- ---------------------
H. Day Brigham, Jr. Lloyd F. Pierce

/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- ---------------------- ----------------------
Winthrop S. Emmet Raymond Van Houtte

/s/ Leland Miles /s/ Richard E. Taber
- ------------------- ---------------------
Leland Miles Richard E. Taber

<PAGE>

POWER OF ATTORNEY

The undersigned officer of The Wright Blue Chip Master Portfolio Trust,
a New York trust (the "Portfolio Trust"), does hereby constitute and appoint
Peter M. Donovan, A. M. Moody III, Alan Dynner and H. Day Brigham, Jr. , and
each of them acting singly, to be his true, sufficient and lawful attorneys,
with full power of substitution to each of them, and each of them acting singly,
to sign for him, in his name and in the capacities indicated below, (1) the
Registration Statements on Form N-8A and Form N-1A to be filed by the Portfolio
Trust under the Investment Company Act of 1940, as amended (the "1940 Act"), (2)
any and all amendments to the Registration Statements on Form N-8A and Form
N-1A, (3) any and all amendments to the Registration Statements on Form N-1A of
The Wright Managed Equity Trust and The Wright Managed Income Trust (the
"Investment Trusts") under the 1940 Act and the Securities Act of 1933, as
amended (the "1933 Act"), (4) the Registration Statement on Form N-1A of any
other registered investment company that is or will become a holder of an
interest in the Portfolio Trust (a "Holder"), (5) any Registration Statement on
Form N-14, and any and all amendments thereto, filed by the Portfolio Trust, the
Investment Trusts or any Holder and (6) any and all other documents and papers
relating thereto, and generally to do all such things in his name and on his
behalf in the capacities indicated below to enable the Portfolio Trust to comply
with the 1940 Act and the 1933 Act (where applicable) and all requirements of
the Securities and Exchange Commission thereunder, hereby ratifying and
confirming his signature as it may be signed by said attorneys or each of them
to any and all such documents.

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument on
this 18th day of March, 1997.

/s/ James L. O'Connor
- ----------------------
James L. O'Connor
Treasurer (Chief Financial Officer)
<PAGE>

POWER OF ATTORNEY

The undersigned officer of The Wright Blue Chip Master Portfolio Trust,
a New York trust (the "Portfolio Trust"), does hereby constitute and appoint
James L. O'Connor, A. M. Moody III, Alan Dynner and H. Day Brigham, Jr. , and
each of them acting singly, to be his true, sufficient and lawful attorneys,
with full power of substitution to each of them, and each of them acting singly,
to sign for him, in his name and in the capacities indicated below, (1) the
Registration Statements on Form N-8A and Form N-1A to be filed by the Portfolio
Trust under the Investment Company Act of 1940, as amended (the "1940 Act"), (2)
any and all amendments to the Registration Statements on Form N-8A and Form
N-1A, (3) any and all amendments to the Registration Statements on Form N-1A of
The Wright Managed Equity Trust and The Wright Managed Income Trust (the
"Investment Trusts") under the 1940 Act and the Securities Act of 1933, as
amended (the "1933 Act"), (4) the Registration Statement on Form N-1A of any
other registered investment company that is or will become a holder of an
interest in the Portfolio Trust (a "Holder"), (5) any Registration Statement on
Form N-14, and any and all amendments thereto, filed by the Portfolio Trust, the
Investment Trusts or any Holder and (6) any and all other documents and papers
relating thereto, and generally to do all such things in his name and on his
behalf in the capacities indicated below to enable the Portfolio Trust to comply
with the 1940 Act and the 1933 Act (where applicable) and all requirements of
the Securities and Exchange Commission thereunder, hereby ratifying and
confirming his signature as it may be signed by said attorneys or each of them
to any and all such documents.

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument on
this 18th day of March, 1997.

/s/ Peter M. Donovan
- ----------------------
Peter M. Donovan
President (Chief Executive Officer)

The Wright Managed Equity Trust

Multiple Class Plan Pursuant to Rule 18f-3

Standard Shares and Institutional Shares

May 1, 1997

Each class of shares of the series of The Wright Managed Equity Trust
(the "Trust"), a Massachusetts business trust, set forth on Schedule I hereto
(each, a "Fund" and collectively, the "Funds") will have the same relative
rights and privileges, including the right to receive distributions, if any,
that are calculated in the same manner and at the same time as for each other
class, and be subject to the same fees and expenses, except as set forth below.
Further, expenses allocated with respect to a Fund's shares shall be allocated
to a class that bears such expenses at the same time they are allocated to any
other class that bears such expenses. The Board of Trustees may determine in the
future that other distribution arrangements, allocations of expenses (whether
ordinary or extraordinary) or services to be provided to a class of shares are
appropriate and amend this Plan accordingly without the approval of shareholders
of any class. Shares of one class may not be exchanged for shares of any other
class and shares of either class may be exchanged for shares of the same class
of other mutual funds as set forth in each Fund's prospectus. Neither class of
shares has a conversion feature.

Article I. Standard Shares

Standard Shares are sold at the net asset value without a sales charge
and with the minimum purchase requirements as set forth in each Fund's
prospectus. Standard Shares shall be entitled to the shareholder services set
forth from time to time in each Fund's prospectus with respect to Standard
Shares. Standard Shares are subject to fees calculated as a stated percentage of
the net assets attributable to Standard Shares under the Standard Shares Rule
12b-1 Distribution Plan and the Trust's Service Plan, as set forth in the
respective Plans. The Standard Shareholders have exclusive voting rights, if
any, with respect to the Standard Shares Rule 12b-1 Distribution Plan and the
Trust's Service Plan as it affects the Standard Shares. Transfer agency fees are
allocated to Standard Shares on a per account basis. Standard Shares shall bear
the costs and expenses associated with conducting a shareholder meeting for
matters relating to Standard Shares.

<PAGE>

Article II. Institutional Shares

Institutional Shares are sold at net asset value without a sales charge
and with minimum purchase requirements as set forth in each Fund's prospectus.
Institutional Shares shall be entitled to the shareholder services set forth
from time to time in each Fund's prospectus with respect to Institutional
Shares. Institutional Shares are subject to fees calculated as a stated
percentage of the net assets attributable to Institutional Shares under the
Trust's Service Plan as set forth in such Service Plan. The Institutional
Shareholders have exclusive voting rights, if any, with respect to the Fund's
Service Plan as it affects the Institutional Shares. Transfer agency fees are
allocated to Institutional Shares on a per account basis. Institutional Shares
shall bear the costs and expenses associated with conducting a shareholder
meeting for matters relating to Institutional Shares.

Article III. Approval of Board of Trustees

This Plan shall not take effect until it has been approved by the vote
of a majority (or whatever greater percentage may, from time to time, be
required under Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "Act")) of (a) all of the Trustees of the Trust, and (b) those of the
Trustees who are not "interested persons" of the Trust or the respective Fund,
as such term may be from time to time defined under the Act.

Article IV. Amendments

No material amendment to the Plan shall be effective unless it is
approved by the Board of Trustees in the same manner as is provided for approval
of this Plan in Article III.

<PAGE>

Schedule I

Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund

[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-31-1996
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 201,903,626
[INVESTMENTS-AT-VALUE] 267,157,155
[RECEIVABLES] 1,924,772
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 1,209,820
[TOTAL-ASSETS] 270,291,747
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1,559,408
[TOTAL-LIABILITIES] 1,559,408
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 201,671,898
[SHARES-COMMON-STOCK] 16,102,918
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 924,400
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 873,983
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 65,262,058
[NET-ASSETS] 268,732,339
[DIVIDEND-INCOME] 5,466,347
[INTEREST-INCOME] 299,884
[OTHER-INCOME] (709,801)
[EXPENSES-NET] 3,099,694
[NET-INVESTMENT-INCOME] 1,956,736
[REALIZED-GAINS-CURRENT] 19,574,426
[APPREC-INCREASE-CURRENT] 24,303,355
[NET-CHANGE-FROM-OPS] 45,834,517
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1,527,735
[DISTRIBUTIONS-OF-GAINS] 15,430,128
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 5,048,536
[NUMBER-OF-SHARES-REDEEMED] 5,893,501
[SHARES-REINVESTED] 890,647
[NET-CHANGE-IN-ASSETS] 31,556,393
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,847,061
[INTEREST-EXPENSE] 12,632
[GROSS-EXPENSE] 3,099,694
[AVERAGE-NET-ASSETS] 239,021,554
[PER-SHARE-NAV-BEGIN] 14.77
[PER-SHARE-NII] 0.128
[PER-SHARE-GAIN-APPREC] 2.902
[PER-SHARE-DIVIDEND] (0.100)
[PER-SHARE-DISTRIBUTIONS] (1.010)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 16.69
[EXPENSE-RATIO] 1.30
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[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-31-1996
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 21,628,452
[INVESTMENTS-AT-VALUE] 25,772,640
[RECEIVABLES] 41,349
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 32,278
[TOTAL-ASSETS] 25,846,267
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 31,152
[TOTAL-LIABILITIES] 31,152
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 17,965,459
[SHARES-COMMON-STOCK] 2,073,091
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (205,865)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 3,911,333
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 4,144,188
[NET-ASSETS] 25,815,115
[DIVIDEND-INCOME] 727,296
[INTEREST-INCOME] 32,344
[OTHER-INCOME] 0
[EXPENSES-NET] 410,202
[NET-INVESTMENT-INCOME] 349,438
[REALIZED-GAINS-CURRENT] 11,025,665
[APPREC-INCREASE-CURRENT] (5,101,936)
[NET-CHANGE-FROM-OPS] 6,273,167
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 342,817
[DISTRIBUTIONS-OF-GAINS] 4,865,664
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 337,332
[NUMBER-OF-SHARES-REDEEMED] 2,543,369
[SHARES-REINVESTED] 394,213
[NET-CHANGE-IN-ASSETS] (23,319,159)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 175,798
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 434,440
[AVERAGE-NET-ASSETS] 39,356,246
[PER-SHARE-NAV-BEGIN] 12.65
[PER-SHARE-NII] 0.064
[PER-SHARE-GAIN-APPREC] 2.131
[PER-SHARE-DIVIDEND] (0.120)
[PER-SHARE-DISTRIBUTIONS] (2.275)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.45
[EXPENSE-RATIO] 1.08
[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-31-1996
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 165,195,156
[INVESTMENTS-AT-VALUE] 205,411,541
[RECEIVABLES] 3,145,474
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 81,750
[TOTAL-ASSETS] 208,638,765
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 473,184
[TOTAL-LIABILITIES] 473,184
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 149,903,303
[SHARES-COMMON-STOCK] 11,743,811
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 945,474
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 17,100,419
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 40,216,385
[NET-ASSETS] 208,165,581
[DIVIDEND-INCOME] 4,761,492
[INTEREST-INCOME] 247,186
[OTHER-INCOME] 0
[EXPENSES-NET] 2,377,149
[NET-INVESTMENT-INCOME] 2,631,529
[REALIZED-GAINS-CURRENT] 39,254,389
[APPREC-INCREASE-CURRENT] (2,677,293)
[NET-CHANGE-FROM-OPS] 39,208,625
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 2,485,082
[DISTRIBUTIONS-OF-GAINS] 21,491,146
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 3,370,863
[NUMBER-OF-SHARES-REDEEMED] 5,675,972
[SHARES-REINVESTED] 1,117,467
[NET-CHANGE-IN-ASSETS] (9,422,363)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,436,025
[INTEREST-EXPENSE] 927
[GROSS-EXPENSE] 2,377,149
[AVERAGE-NET-ASSETS] 228,313,169
[PER-SHARE-NAV-BEGIN] 16.83
[PER-SHARE-NII] 0.204
[PER-SHARE-GAIN-APPREC] 2.886
[PER-SHARE-DIVIDEND] (0.200)
[PER-SHARE-DISTRIBUTIONS] (1.990)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 17.73
[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-31-1996
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 11,164,807
[INVESTMENTS-AT-VALUE] 14,104,705
[RECEIVABLES] 96,571
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 23,828
[TOTAL-ASSETS] 14,225,104
[PAYABLE-FOR-SECURITIES] 162,197
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 34,207
[TOTAL-LIABILITIES] 196,404
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 11,368,283
[SHARES-COMMON-STOCK] 1,583,392
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (385,258)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 105,777
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,939,898
[NET-ASSETS] 14,028,700
[DIVIDEND-INCOME] 342,934
[INTEREST-INCOME] 13,165
[OTHER-INCOME] 0
[EXPENSES-NET] 218,086
[NET-INVESTMENT-INCOME] 138,013
[REALIZED-GAINS-CURRENT] 4,475,140
[APPREC-INCREASE-CURRENT] (1,773,925)
[NET-CHANGE-FROM-OPS] 2,839,228
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 156,925
[DISTRIBUTIONS-OF-GAINS] 4,391,022
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 99,920
[NUMBER-OF-SHARES-REDEEMED] 1,355,874
[SHARES-REINVESTED] 444,180
[NET-CHANGE-IN-ASSETS] (11,964,758)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 104,339
[INTEREST-EXPENSE] 1,086
[GROSS-EXPENSE] 267,584
[AVERAGE-NET-ASSETS] 19,122,518
[PER-SHARE-NAV-BEGIN] 10.85
[PER-SHARE-NII] 0.067
[PER-SHARE-GAIN-APPREC] 1.738
[PER-SHARE-DIVIDEND] (0.100)
[PER-SHARE-DISTRIBUTIONS] (3.695)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 8.86
[EXPENSE-RATIO] 1.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>