SCHEDULE 14A
(Rule 14a-101)
Information Required In Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrants [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ]Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
WRIGHT MANAGED EQUITY TRUST
WRIGHT MANAGED INCOME TRUST
-----------------------------------------------------
Names of Registrants as Specified in their Charters
-----------------------------------------------------
Names of Registrants as Specified in their Charters
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
_________, 2000
Dear Shareholder:
I am writing to you about a special meeting of your fund's shareholders called
for July 31, 2000 to vote on an important proposal that affects your fund and
your investment in it. As a shareholder you are asked to voice your opinion on
this matter with your vote. This package contains information about the proposal
and the proxy materials for you to use when voting by mail.
Please review the enclosed information and cast your vote by completing and
returning the proxy card in the enclosed postage paid envelope. PLEASE VOTE
PROMPTLY. IT IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. Voting
promptly saves money. If we do not receive enough votes, we must adjourn the
shareholders' meeting and re-solicit shareholders in an attempt to increase
voter participation. This is a costly process paid for by your fund and,
ultimately, by you.
Your fund's board of trustees has called this meeting to ask you to approve a
new investment advisory agreement with your fund's adviser, Wright Investors'
Service, Inc ("Wright"), restructuring the advisory fee rate payable by your
fund to Wright. Generally, the new fee structure reflects an increase in the
under $100 million rates and a decrease in the over $100 million rates. The
restructured advisory fee schedule is to be implemented in conjunction with a
restructured administrative contract with Eaton Vance with generally lower
rates. THE IMPACT OF THE COMBINED RESTRUCTURED FEE SCHEDULES ON THE FUND EXPENSE
RATIO WILL BE MINIMAL AND, IN SOME CASES WILL RESULT IN NO CHANGE OR A DECREASED
EXPENSE. The increased fee rate is being proposed only after a great deal of
thought and analysis on the part of Wright and your fund's board of trustees.
Wright and the board of trustees have carefully examined the investment advisory
fees, investment performance and expense ratios of your fund compared with those
of similar funds, and have determined that the investment advisory fee rate
payable to Wright by the fund is lower than that payable by a majority of
similar funds.
The importance of updating the fund's investment advisory fee rate is
underscored by the increased complexity in recent years of the equity and fixed
income markets, and increased competition among mutual funds. In this
environment, Wright must be able to attract and retain quality investment
personnel and to capitalize on advances in technology and research. Wright
believes that the fee rate increase is needed to provide Wright with sufficient
resources to maintain and enhance the quality of services it provides to your
fund. WRIGHT AND YOUR FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU
VOTE FOR THIS PROPOSAL.
The enclosed proxy statement therefore solicits your vote in favor of the new
investment advisory agreement. Wright and your fund's board of trustees believe
the proposed advisory fee rate is fair and reasonable compared to the fees paid
by similar funds to high quality fund managers. The proxy statement also
solicits your vote to elect three trustees who were previously appointed and
currently serve as trustees of your fund.
Please review the enclosed information and cast your vote by completing and
returning the proxy card in the enclosed postage paid envelope. For your
convenience, you can also vote by Internet, by logging onto
https://vote.proxy-direct.com, and following the directions or by telephone, by
calling our proxy solicitor D.F. King & Co., Inc., at 1(888) 242-8149 or by
calling 1-800-597-7836 and following the recorded instructions. PLEASE VOTE
PROMPTLY. IT IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. Voting
promptly saves money. If we do not receive enough votes, we must adjourn the
shareholders' meeting and re-solicit shareholders in an attempt to increase
voter participation. This is a costly process paid for by your fund and,
ultimately, by you.
If you have any proxy related questions please do not hesitate to call
proxy solicitor D.F. King & Co., Inc., at 1(888) 242-8149. If you have any
account related questions please call Wright Investors' Service Distributors,
Inc. at 1-800-888-9471. Representatives will be glad to answer your questions
and get your vote in quickly. Thank you for your participation in this important
initiative for your fund.
Sincerely,
Peter M. Donovan
President and trustee
<PAGE>
QUESTIONS AND ANSWERS
WHO IS ASKING FOR MY VOTE?
Your fund's board of trustees is requesting your vote on the proposals
discussed in this Proxy Statement.
WHAT ISSUES AM I BEING ASKED TO CONSIDER AND APPROVE?
You are being asked to vote on the following proposals:
1. To elect three Trustees of each trust, each of whom has served as
a Trustee since his or her appointment by the board of trustees,
but has not been elected by shareholders.
2. To approve a new Advisory Agreement between Wright Investors' Service,
Inc. and the applicable trust on behalf of each fund
except the Wright U.S. Treasury Money Market Fund
WHY IS THE BOARD RECOMMENDING A CHANGE IN THE ADVISORY FEES AND HOW WILL THIS
CHANGE AFFECT MY ACCOUNT?
Your fund's board of trustees has called this meeting to ask you to
approve a new investment advisory agreement with your fund's adviser,
Wright Investors' Service, Inc ("Wright"), restructuring the advisory
fee rate payable by your fund to Wright. The importance of updating the
fund's investment advisory fee rate is underscored by the increased
complexity in recent years of the equity and fixed income markets, and
increased competition among mutual funds. In this environment, Wright
must be able to attract and retain quality investment personnel and to
capitalize on advances in technology and research. Wright believes that
the fee rate increase is needed to provide Wright with sufficient
resources to maintain and enhance the quality of services it provides
to your fund. Generally, the new fee structure reflects an increase in
the under $100 million rates and a decrease in the over $100 million
rates. The restructured advisory fee schedule is to be implemented in
conjunction with a restructured administrative contract with Eaton
Vance with generally lower rates. The impact of the combined
restructured fee schedules on the fund expense ratio will be minimal
and, in some cases will result in no change or a decreased expense.
HOW HAS THE PAST PERFORMANCE AND EXPENSES OF MY FUND COMPARED WITH PEERS AND OR
ANY RELEVANT BENCHMARK INDEX?
Wright and the board of trustees have carefully examined the investment
advisory fees, investment performance and expense ratios of your fund
compared with those of similar funds, and have determined that the
investment advisory fee rate payable to Wright by the fund is lower
than that payable by a majority of similar funds. The "Discussion"
section of Proposal 1, Approval of New investment Advisory Agreements,
contains a table that compares the expense ratios of the funds with the
median of all funds in the Morningstar database with similar investment
objectives ad policies. The expenses are all below the median. Another
table in this section presents fund performance comparisons with the
relevant Morningstar category. Performance is generally well above the
median.
HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
Your fund's board of trustees has unanimously approved each proposal,
and recommends that you vote in favor of each proposal.
How can I vote my shares?
- By mail, by signing, dating, voting and returning the proxy card(s) in
the enclosed postage paid envelope.
- By Internet, by logging on to https://vote.proxy-direct.com and
following the instructions at the site.
- By telephone, with a toll-free call to a representative at D.F. King
& Co., Inc., at 1(888) 242-8149 or by calling the automatic voice
response system at 1(800) 597-7836 and following the recorded
instructions.
WHO DO I CALL IF I HAVE ANY QUESTIONS REGARDING THE PROXY MATERIAL?
Please do not hesitate to call our proxy solicitor, D.F. King Co., Inc.,
at 1(888) 242-8149 with any questions regarding the proxy materials.
If you have account specific questions please call Steve Loban at
1-(888)-974-4482 Extension 4306.
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Wright Major Blue Equities Fund
Wright International Blue Chip Equities Fund
(each, an "equity fund")
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
(each, a "fixed income fund")
(collectively, the "funds")
255 State Street
Boston, Massachusetts 02109
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD JULY 31, 2000
A special meeting of shareholders of each series (a "fund") of The Wright
Managed Equity Trust and The Wright Managed Income Trust (collectively, the
"trusts") will be held at the principal offices of the trusts, 255 State Street,
Boston, Massachusetts, 02109, on Monday, July 31, 2000 beginning at 10:00 a.m.
(Boston time). The special meetings of the funds are expected to be held
concurrently and are referred to together as the "meeting."
The meeting is being held for the following purposes:
1. To approve a new investment advisory agreement between Wright
Investors' Service, Inc. ("Wright") and the applicable trust on behalf
of each fund (other than Wright U.S. Treasury Money Market Fund),
increasing the rate at which each fund pays advisory fees to Wright.
For each fund voting separately.
2. To elect three trustees to each trust, as described in the accompanying
proxy statement.
3. To consider and act upon any matters incidental to proposals 1 and 2,
and any other matters which may properly come before
the meeting or any adjourned session of the meeting.
Proposals 1 and 2 are discussed in greater detail in the accompanying
proxy statement.
The meeting is called pursuant to the by-laws of each trust. The
trustees have fixed the close of business on May 19, 2000 as the record
date for the determination of the shareholders of each fund entitled to
notice of and to vote at the meeting and any adjournment thereof.
By Order of the Boards of Trustees,
H. Day Brigham, Jr., Secretary
Dated: __________, 2000
IMPORTANT - SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE A QUORUM BY
PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Wright Major Blue Equities Fund
Wright International Blue Chip Equities Fund
(each, an "equity fund")
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
(each, a "fixed income fund")
(collectively, the "funds")
255 State Street
Boston, Massachusetts 02109
* * * * * *
PROXY STATEMENT
For Special Meetings of Shareholders
This proxy statement contains the information that you should know
before voting on the proposals as summarized below.
INTRODUCTION
This proxy statement is being used by the boards of trustees
(collectively, the "trustees") of The Wright Managed Equity Trust and
The Wright Managed Income Trust (collectively, the "trusts") to solicit
proxies to be voted at a special meeting of shareholders of your fund.
The meeting is scheduled to be held on Monday, July 31, 2000 beginning
at 10:00 a.m. (Boston time) at the principal office of the trusts, 255
State Street, Boston, Massachusetts, 02109, and at any adjournments of
the meeting to a later date. A proxy card is enclosed with the notice
of the special meeting for the benefit of shareholders who do not
expect to be present at the meeting. You may revoke your proxy at any
time before its exercise by: (1) filing a signed letter filed with
Alamo Direct Mail, Attn: Ginger Preitz, 280 Oser Avenue, Hauppauge, NY
11788 (2) signing and delivering a later dated proxy, or (iii)
attending the meeting and voting the shares in person.
Although each trust is having its own separate meeting, proxies are
being solicited through the use of this combined proxy statement.
Shareholders of funds that are series of the same trust will vote
separately as to Proposal 1 because it uniquely affects their
respective funds, and will vote together as to Proposal 2. Voting by
shareholders of one trust will not affect voting by shareholders of
another trust, and for Proposal 1, voting by shareholders of one fund
will not affect voting by shareholders of another fund.
The special meeting is being held for the following purposes:
1. To approve a new investment advisory agreement between Wright
Investors' Service, Inc. ("Wright") and the applicable trust
on behalf of each fund (other than Wright U.S. Treasury Money
Market Fund), increasing the rate at which each fund pays
advisory fees to Wright. FOR EACH FUND VOTING SEPARATELY.
2. To elect three trustees of each trust, as described in the
accompanying proxy statement.
3. To consider and act upon any matters incidental to proposals 1
and 2, and any other matters which may properly come before
the meeting or any adjourned session of the meeting.
The trustees know of no matter other than those mentioned in proposals
1 and 2 which will be presented at the meeting. If any other matter is
properly presented at the meeting, it is the intention of the persons
named as proxies in the enclosed proxy to vote the proxies in
accordance with their judgment concerning this matter.
<PAGE>
WHO IS ELIGIBLE TO VOTE?
Shareholders of record as of the close of business on May 19, 2000 (the
"record date") are entitled to notice of and to vote on all of the
fund's business at the meeting or any adjournments of the meeting. Each
share is entitled to one vote and each fractional share is entitled to
a corresponding fractional vote.
Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders'
instructions. If you sign a proxy, but do not fill in a vote, your
shares will be voted to approve the proposals. If any other business
comes before the meeting, your shares will be voted at the discretion
of the persons named as proxies.
The number of shares of beneficial interest (excluding fractions
thereof) of each fund outstanding as of the record date is listed in
Exhibit A. The persons who held of record more than 5% of the
outstanding shares of a fund as of the record date are listed in
Exhibit B. To the knowledge of each trust, no other person owns (of
record or beneficially) more than 5% of the outstanding shares of any
fund.
This proxy statement and enclosed proxy are being mailed to
shareholders on or about __________, 2000.
<PAGE>
PROPOSAL 1
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS
SUMMARY
Wright Investors' Service, Inc. ("Wright") serves as investment adviser
to the funds, in each case pursuant to a written investment advisory
agreement dated September 23, 1998 (the "existing contracts"). Wright
is registered as an investment adviser under the Investment Advisers
Act of 1940 and is a wholly-owned subsidiary of The Winthrop
Corporation ("Winthrop"). See the Exhibit G to this proxy statement for
more information concerning the ownership and control of Wright. The
principal office of Wright and Winthrop is located at 440 Wheelers
Farms Road, Milford, Connecticut 06460. Each fund is registered and
regulated as an investment company under the Investment Company Act of
1940, as amended (the "1940 Act").
Wright is a leading independent international investment management and
advisory firm with more than 35 years' experience. Wright manages about
$4.5 billion of assets in portfolios of all sizes and styles as well as
a family of mutual funds. Wright developed Worldscope(R), one of the
world's largest and most complete databases of financial information,
which currently includes more than 19,000 companies in 49 nations.
At a meeting of the board of trustees held on March 23, 2000, the
trustees, including all of the trustees who are not "interested
persons" of the fund or Wright, unanimously approved and voted to
recommend that the shareholders of each fund approve a proposal to
adopt a new investment advisory agreement between Wright and that fund,
other than Wright U.S. Treasury Money Market Fund (the "proposed
contract"). Under the proposed contract, the rate of investment
advisory fees paid by each fund to Wright would increase if the funds'
assets remain at their current levels.
The following table is a summary of the funds' current and proposed
advisory fee rates.
ANNUAL ADVISORY FEE RATES
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
----------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Under $100 Mil. $250 Mil. $500 Mil. Over
$100 Mil. to to to $1 Bil.
$250 Mil. $500 Mil. $1 Bil.
----------------------------------------------- ----------- ------------- ----------- ----------- ---------
WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Current 0.55% 0.69% 0.67% 0.63% 0.58%
PROPOSED 0.60% 0.57% 0.54% 0.50% 0.45%
Wright Major Blue Chip Equities Fund
Current 0.45% 0.59% 0.57% 0.53% 0.48%
PROPOSED 0.60% 0.57% 0.54% 0.50% 0.45%
Wright International Blue Chip Equities Fund
Current 0.75% 0.79% 0.77% 0.73% 0.68%
PROPOSED 0.80% 0.78% 0.76% 0.72% 0.67%
WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Current 0.40% 0.46% 0.42% 0.38% 0.33%
PROPOSED 0.45% 0.44% 0.42% 0.40% 0.35%
Wright U.S. Government Near Term Fund
Current 0.40% 0.46% 0.42% 0.38% 0.33%
PROPOSED 0.45% 0.44% 0.42% 0.40% 0.35%
Wright Total Return Bond Fund
Current 0.40% 0.46% 0.42% 0.38% 0.33%
PROPOSED 0.45% 0.44% 0.42% 0.40% 0.35%
Wright Current Income Fund
Current 0.40% 0.46% 0.42% 0.38% 0.33%
PROPOSED 0.45% 0.44% 0.42% 0.40% 0.35%
</TABLE>
<PAGE>
DISCUSSION
A COMPARISON OF EXPENSE RATIOS TO THAT OF COMPETITORS'
Wright and the trusts' boards of trustees believe that the proposed fee
increase is reasonable and appropriate in light of the fees and
expenses incurred by other funds. Each fund pays Wright an advisory fee
that is lower than the median fee paid by its direct competitors. The
following table compares the fund's total expense ratio during the
fiscal year ended December 31, 1999, to the median of funds with
similar investment objectives and policies. Median data for this table
was developed from Morningstar, Inc. database as of December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1999 Expense Number of Funds in
WRIGHT MANAGED EQUITY TRUST Ratio Fund Category 1999 Median Category
--------------------------- ----- ------------- ------------ --------
Wright Selected Blue Chip 1.16% Medium Blend 1.26% 934
Equities Fund Equity
Wright Major Blue Chip 1.05% Large Blend 1.37% 262
Equities Fund Equity
Wright International Blue International 1.93% 1,664
Chip Equities Fund Equity
Standard Shares 1.49%
Institutional Shares 1.28%
WRIGHT MANAGED INCOME TRUST
----------------------------
Wright U.S. Treasury Fund 0.92% Long 0.95% 50
Government Bond
Wright U.S. Government Near 0.91% Short 1.03% 174
Term Fund Government Bond
Wright Total Return Bond Fund 0.90% Long Bond 1.04% 120
Wright Current Income Fund 0.90% Intermediate 1.14% 308
Government Bond
</TABLE>
In addition, the funds' current advisory fee structures provide for fee
rate increases as the funds reach higher asset levels. This is contrary
to Wright's actual costs which, as a percent of assets, decrease as
assets grow. This is also contrary to the industry standard, which is
to reduce the fee rate paid by a fund as its asset size increases.
Therefore, Wright and the trusts' boards of trustees believe that,
should the funds' assets increase over time, the net effect of the
proposed management fee will be a reduction in the fee rate payable
by the fund. Wright and the trustees believe that the funds and their
shareholders ultimately would benefit from a fee structure that is
similar to those of most of its competitors in that the advisory fee
decreases as fund assets increase.
Performance Considerations. In addition to the factors described in the
following section "Factors Considered by the Trustees," the trustees
reviewed the performance of the funds illustrated in the following
table and found that they all perform very well when compared with
their peers. The Wright Selected Blue Chip Equities Fund performance
could benefit from a reduction in expense which the proposed fee
restructuring would provide.
<PAGE>
The following table presents fund performance comparisons of the
standard share class with the relevant Morningstar category. All the
data is taken from Morningstar's December 31,1999 database.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fund/ Morningstar 3 Year 5 Year
Morningstar Category Ratng 1995 1996 1997 1998 1999 Return+ Return+
------------------------------------ -------------- ---------- ---------- ---------- ----------- ---------- ---------- ----------
Major Blue Chip **** 28.98% 17.63% 33.86% 20.43% 23.87% 25.93% 24.82%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Large Blend 31.70% 20.41% 27.43% 21.51% 19.47% 22.62% 23.89%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Large Value 32.58% 20.67% 26.79% 12.55% 6.59% 14.73% 19.31%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Select Blue Chip ** 30.34% 18.57% 32.70% 0.14% 5.75% 12.01% 16.78%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Mid Blend 29.33% 20.44% 26.22% 8.47% 17.06% 16.54% 19.25%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Mid Value 28.90% 20.61% 25.58% 2.00% 6.72% 10.74% 16.09%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Intrnational Blue Chip *** 13.61% 20.73% 1.54% 6.14% 34.26% 13.10% 14.69%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
International 8.33% 12.95% 1.00% 4.12% 48.35% 13.92% 12.12%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
US Treasury *** 28.18% -1.26% 9.08% 9.95% -3.97% 4.82% 7.83%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Long Government 25.42% -0.50% 12.27% 11.10% -7.10% 4.94% 7.46%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
US Govt Near Term **** 11.93% 3.94% 5.93% 5.98% 1.91% 4.59% 5.89%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Short Government 11.11% 4.11% 6.53% 5.97% 1.59% 4.66% 5.78%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Current Income **** 17.46% 4.35% 8.56% 6.51% 0.52% 5.14% 7.33%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Intermediate Government 16.27% 2.73% 8.39% 7.39% -1.49% 4.65% 6.49%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Total Return Bond *** 21.97% 0.90% 9.25% 9.56% -3.91 4.77% 7.19%
------------------------------------ -------------- --------- ----------- ----------- ----------- --------- ---------- ----------
Long Bond 21.36% 3.47% 10.49% 6.53% -2.76% 4.59% 7.42%
---------------------------------------------------------------------------------------------------------------------------------
+ Period ending December 31, 1999
=================================================================================================================================
</TABLE>
The Morningstar rating indicates the relative risk-adjusted performance
of a fund to other funds of the same class (i.e., domestic equity,
international, fixed-income, etc.). The top 10% receive 5 stars, the
next 22.5% receive 4 stars, the middle 35% receive 3 stars, the next
22.5% receive 2 stars and the bottom 10% receive one star. Morningstar
computes a rating for the three, five and ten year periods and an
overall rating (shown here). The overall rating gives greater weight to
longer periods. Ratings for any one period may be quite different from
ratings for another period. Note that funds that are the best in their
peer group (e.g., Large Value Equities) might not have a high rating if
the peer group has not performed well in its class (e.g., domestic
equities).
Increased Complexity, Competition and Costs. Wright also believes the
proposed increase is necessary in light of the increased complexity,
competition and costs involved in managing the funds.
The complexity arises in part from the growth in the number of
securities and types of securities in various sectors, including
significant growth in the number of initial public offerings, and in
part from the growing complexity of the products and services of the
companies issuing these securities. Wright must increasingly invest in
technology and personnel to analyze individual companies and industry
trends in this growing and rapidly changing market. The growth in the
number of funds has also placed upward pressure on compensation levels
for qualified portfolio managers and analysts. To retain and attract
high quality professionals, Wright must remain competitive in its
compensation and benefits structure. Partly as a result of these
cost-related pressures, Wright has incurred a net loss (advisory fee
revenues less operations expenses) in managing certain funds, including
the Wright Major Blue Chip Equities Fund, Wright U.S. Treasury Fund,
Wright U.S. Government Near Term Fund, Wright Total Return Bond Fund,
and Wright Current Income Fund. Wright receives no revenues from the
fund other than its advisory fee. Accordingly, the advisory fee alone
compensates Wright for providing the personnel, equipment and office
space necessary for the management of the fund's investments and a
variety of other functions. (See "Portfolio Transactions" in Exhibit G
for a discussion of Wright's receipt of soft-dollar benefits.)
Wright does not believe that the existing fee provides for the
appropriate resources to enable it to attract and retain the quality
personnel and to provide the advanced technology and systems necessary
to maintain and enhance the present level of service and performance to
the funds' shareholders. Wright and the trusts' boards of trustees
believe that the proposed fee increase would provide the resources
necessary to better enable Wright to address these challenges.
The fee increase is being proposed only after careful consideration by
Wright and your fund's board of trustees. Wright and your fund's board
of trustees, including the trustees who are not interested persons of
the fund or Wright, have determined that the proposed fee increase for
your fund is fair and reasonable. (For a discussion of the
deliberations of the board, see "Factors Considered by the Trustees"
below.) Wright and your board unanimously recommend that you vote in
favor of this proposal.
<PAGE>
MATERIAL TERMS OF THE EXISTING AND PROPOSED CONTRACTS
Except for the different advisory fee rates, effective dates and
renewal dates, the terms of the existing and proposed contracts are
substantially identical. The form of the proposed contract (which is
substantially identical for each fund) is attached to this proxy
statement as Exhibit C. You should read the entire form of contract.
The dates of the initial approval and of the most recent shareholder
approval of the existing contracts and the aggregate advisory fee paid
by each fund in 1999 are set forth in Exhibit D. The trustees of each
trust last approved the continuation of each existing contract on
January 26, 2000.
ADVISORY SERVICES. Under the proposed contract and subject to the
supervision and approval of the trustees of each trust, Wright will be
responsible for providing continuously an investment program for each
fund, consistent with each fund's investment objective, policies and
restrictions. Specifically, Wright will determine what investments
shall be purchased, sold or exchanged by each fund, if any, and what
portion, if any, of each fund's assets will be held uninvested and will
make changes in each fund's investments. Wright will also manage,
supervise and conduct the other affairs and business of each fund and
any incidental matters, including supervision of each fund's
administrator, if any.
APPROVAL, TERMINATION AND AMENDMENT PROVISIONS. The existing contract
is renewable annually by the vote of a majority of the fund's board,
including a majority of the trustees who are not "interested persons"
(as defined in the 1940 Act) of the fund or Wright, cast in person at a
meeting called for the purpose of voting on such renewal. If approved,
the proposed contract is proposed to be effective on September 1,
2000 (the "effective date") or if approved after that date, on the
first day of the first month following the approval date. Accordingly,
the proposed fee will take effect on the effective date if the proposed
contract is approved at the meeting of shareholders.
If approved by the affirmative vote of a "majority of the outstanding
voting securities" (as described below) of the fund ("majority
shareholder vote"), the proposed contract will remain in full force and
effect until February 28, 2002. The proposed contract will continue in
full force and effect as to that fund indefinitely after that date, if
this continuance is approved at least annually (i) by a vote of a
majority of the trustees of the respective trust or by a majority
shareholder vote for that fund, and (ii) by the vote of a majority of
the independent trustees of the trust. The proposed contract may be
terminated at any time without penalty by a vote of a majority of the
independent trustees of the respective trust, by a majority shareholder
vote for that fund or by Wright on 60 days' written notice to the other
party. In addition, the proposed contract will terminate immediately
and automatically if assigned. The proposed contract may not be
materially amended without the approval of the trustees and the
shareholders. An amendment would be material if it changed the duties
and responsibilities of the parties under the agreement or increased
the fee paid to Wright.
STANDARD OF CARE. The proposed contract provides that Wright will not
be subject to liability for any act or omission in the course of
rendering services under the agreement in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations, or for any losses which may be sustained in the
acquisition, holding or sale of any security or other investment.
EXPENSES. Each fund is responsible for its own expenses unless
responsibility is expressly assumed by Wright under the proposed
contract or by the administrator under the administration agreement.
Among other expenses, each fund pays investment advisory fees;
administration fees; commissions, fees and other expenses connected
with the purchase or sale of securities; auditing, accounting and legal
expenses; taxes and interest; governmental fees; expenses of issue,
repurchase and redemption of shares; expenses of registering and
qualifying its shares under federal and state securities laws and of
preparing and printing and distributing prospectuses to shareholders
and investors; expenses of reports and notices to shareholders and of
meetings of shareholders and proxy solicitations therefor; insurance
expenses; fees, expenses and disbursements of custodians, sub
custodians, transfer agents and registrars; expenses for servicing
shareholder accounts; compensation of and any expenses of trustees; the
charges and expenses of the independent auditors and legal counsel to
the fund and the trustees; distribution fees, if any, paid by a Fund in
accordance with Rule 12b-1 under the 1940 Act; and any nonrecurring
items that may arise, including expenses incurred in connection with
litigation, proceedings and claims and indemnification of trustees and
officers.
EFFECT OF THE PROPOSED ADVISORY FEE
Set forth below is a table showing the dollar amount of actual
investment advisory fees paid during the funds' fiscal year ended
December 31, 1999 under the existing contract, and the dollar amount of
fees that would have been paid for that period under the proposed
contract. The table also shows the differences (expressed as a
percentage of the existing fee and in dollar terms) between the amount
that would have been paid under the proposed contracts and the amount
actually paid under the existing contracts.
<PAGE>
DOLLAR AMOUNT OF INVESTMENT ADVISORY FEES PAID
(fiscal year ended December 31, 1999)
<TABLE>
<CAPTION>
Amount of Fees Paid (or that Difference from Amount Paid
Would Have Been Paid) under Existing Contract
--------------------------------- ----------------------------
Existing Proposed Percentage of
Contract Contract Existing Fee In Dollars
--------------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Wright Managed Equity Trust
-----------------------------
Wright Selected Blue Chip Equities
Portfolio $843,755 $842,667 99.87% $1,088
(After fee waiver)* $832,355 $832,355
Wright Major Blue Chip Equities
Fund $490,732 $639,351 130.29% $148,619
Wright International Blue Chip
Equities Fund $1,290,967 $1,334,119 103.34% $43,152
Wright Managed Income Trust
-------------------------------
Wright U.S. Treasury Portfolio $213,958 $240,703 112.50% $26,745
Wright U.S. Government Near Term
Portfolio $299,429 $336,858 112.50% $37,429
Wright Current Income Fund $434,441 $482,945 111.16% $48,503
Wright Total Return Bond Fund $429,396 $478,118 111.35% $48,722
(After fee waiver)* $418,221
</TABLE>
* Under a written agreement, Wright waives a portion of its advisory
fees and assumes operating expenses to the extent necessary to limit
the expense ratios. This ratio cap is reviewed and can be changed or
eliminated annually at contract review time.
IMPACT OF THE NEW ADMINISTRATIVE FEES
If approved, the revised advisory fee schedule will be implemented
along with a restructured fee schedule for the administrative fee
pursuant to a revised agreement between the funds and Eaton Vance
Management, the funds administrator. The revised administrative is
generally lower and will offset much if not all of the advisory fee
increase minimizing any change to total fees paid by the funds.
ANNUAL ADMINISTRATIVE FEE RATES
----------------------------------
ANNUAL % FEE RATES
--------------------------
Under Over
$100 Mil. $100 Mil
------------ ----------
Wright Managed Equity Trust
------------------------------
Wright Selected Blue Chip Equities Fund
Current 0.22% 0.06%
PROPOSED 0.12% 0.07%
Wright Major Blue Chip Equities Fund
Current 0.22% 0.06%
PROPOSED 0.12% 0.07%
Wright International Blue Chip Equities Fund
Current 0.22% 0.06%
PROPOSED 0.17% 0.07%
Wright Managed Income Trust
-------------------------------
Wright U.S. Treasury Fund
Current 0.12% 0.05%
PROPOSED 0.09% 0.06%
Wright U.S. Government Near Term Fund
Current 0.12% 0.05%
PROPOSED 0.09% 0.06%
Wright Total Return Bond Fund
Current 0.12% 0.05%
PROPOSED 0.09% 0.06%
Wright Current Income Fund
Current 0.12% 0.05%
PROPOSED 0.09% 0.06%
<PAGE>
Set forth below is a table showing the combined current and proposed
advisory and administrative fees.
ANNUAL COMBINED ADVISORY AND ADMINISTRATIVE FEE RATES
--------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ANNUAL % FEE RATES
------------------------
Under $100 Mil. $250 Mil. $500 Mil. Over
$100 Mil. to to to $1 Bil.
$250 Mil. $500 Mil. $1 Bil.
----------- ------------- ----------- ----------- ---------
Wright Managed Equity Trust
--------------------------------
Wright Selected Blue Chip Equities Fund
Current 0.77% 0.75% 0.73% 0.69% 0.64%
PROPOSED 0.72% 0.64% 0.61% 0.57% 0.52%
Wright Major Blue Chip Equities Fund
Current 0.67% 0.65% 0.63% 0.59% 0.54%
PROPOSED 0.72% 0.64% 0.61% 0.57% 0.52%
Wright International Blue Chip Equities Fund
Current 0.97% 0.85% 0.83% 0.79% 0.74%
PROPOSED 0.97% 0.85% 0.83% 0.79% 0.74%
Wright Managed Income Trust
Wright U.S. Treasury Fund
Current 0.52% 0.51% 0.47% 0.43% 0.38%
PROPOSED 0.54% 0.50% 0.48% 0.46% 0.41%
Wright U.S.Government Near Term Fund
Current 0.52% 0.51% 0.47% 0.43% 0.38%
PROPOSED 0.54% 0.50% 0.48% 0.46% 0.41%
Wright Total Return Bond Fund
Current 0.52% 0.51% 0.47% 0.43% 0.38%
PROPOSED 0.54% 0.50% 0.48% 0.46% 0.41%
Wright Current Income Fund
Current 0.52% 0.51% 0.47% 0.43% 0.38%
Proposed 0.54% 0.50% 0.48% 0.46% 0.41%
</TABLE>
<PAGE>
Set forth below is a comparative fee table showing the amount of fees
and expenses paid by the fund as a percentage of average daily net
assets during the fiscal year ended December 31, 1999 and the amount of
fees and expenses shareholders would have paid if the proposed contract
had been in effect.
COMPARATIVE FEE TABLE
(fiscal year ended December 31, 1999)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Wright Major Blue Wright International
Wright Managed Equity Trust Chip Equities Fund* Chip Equities Fund* Blue Chip Equities Fund*
---------------------------
Annual Fund Operating Expenses Existing Proposed Existing Proposed Existing Proposed
(as a percentage of avg. net assets) Contract Contract Contract Contract Contract Contract
--------- -------- --------- --------- --------- ---------
Management Fee 0.60% 0.59% 0.45% 0.60% 0.77% 0.79%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses** 0.37% 0.31% 0.58% 0.50% 0.33% 0.30%
------ ----- ----- ----- ------ ------
Total Annual Fund Operating Expenses 1.22% 1.15% 1.28% 1.35% 1.35% 1.34%
Waiver/Reimbursement*** (0.06%) (0.21%) (0.10%)
Net Operating Expense 1.16% 1.07% 1.25%
* Standard Shares. Institutional shares have no 12b-1 fee and will be 25 basis
points less.
** Incorporates the present and proposed administrative fee.
*** Under a written agreement, Wright waives a portion of its advisory fee and
assumes operating expenses to the extent necessary to limit expense ratios.
These ratio limitations are reviewed annually at contract renewal time and can
be changed or eliminated at that time.
</TABLE>
<TABLE>
<CAPTION>
Wright U.S.
Wright U.S. Government Near Wright Total Wright Current
Wright Managed Income Trust Treasury Fund* Term Fund* Return Bond Fund* Income Fund*
---------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of avg. net Existing Proposed Existing Proposed Existing Proposed Existing Proposed
assets) Contract Contract Contract Contract Contract Contract Contract Contract
-------- -------- -------- -------- -------- -------- -------- --------
Management Fee 0.40% 0.45% 0.41% 0.45% 0.41% 0.45% 0.41% 0.45%
Distribution and Service 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
(12b-1) Fee
Other Expenses 0.31% 0.28% 0.25% 0.22% 0.24% 0.23% 0.26% 0.23%
----- ------ ----- ----- ----- ----- ------ -----
Total Annual Fund Operating
Expenses 0.96% 0.98% 0.91% 0.92% 0.90% 0.93% 0.92% 0.93%
Waiver/Reimbursement*** (0.02%) (0.03%) (0.03%) (0.02%)
Net Operating Expense 0.94% 0.95% 0.88%
0.90%
* Standard Shares. Institutional shares have no 12b-1 fee and will be 25
basis points less.
** Incorporates the present and proposed administrative fee.
*** Under a written agreement, Wright waives a portion of its advisory fee and
assumes operating expenses to the extent necessary to limit expense ratios.
These ratio limitations are reviewed annually at contract renewal time and can
be changed or eliminated at that time.
</TABLE>
EXAMPLES
The following examples help you compare the costs of investing in each
of the funds, under the existing contracts and the proposed contracts,
with the cost of investing in other mutual funds. The examples assume
that:
o you invest $10,000 in the fund for the time periods shown
o you reinvest all dividends and distributions
o your investment has a 5% return each year
o the fund's operating expenses remain the same
o you redeem your shares at the end of the period
<PAGE>
Number of Years You Own Your Shares:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Wright Managed Equity Trust 1 year 3 years 5 years 10 years
---------------------------
Existing Proposed Existing Proposed Existing Proposed Existing Proposed
Contract Contract Contract Contract Contract Contract Contract Contract
-------- -------- -------- -------- -------- -------- --------- ---------
Wright Selected Blue Chip
Equities Fund
Standard Shares $118 $117 $368 $365 $638 $633 $1,409 $1,398
Institutional Shares $93 $92 $290 $287 $504 $498 $1,120 $1,108
Wright Major Blue Chip
Equities Fund
Standard Shares $109 $127 $340 $397 $590 $686 $1,305 $1,511
Institutional Shares $84 $102 $262 $318 $455 $552 $1,014 $1,225
Wright International Blue Chip
Equities Fund
Standard Shares $137 $136 $427 $426 $739 $734 $1,624 $1,613
Institutional Shares $114 $111 $356 $347 $617 $601 $1,363 $1,329
Number of Years You Own Your Shares:
Wright Managed Income Trust 1 year 3 years 5 years 10 years
---------------------------
Existing Proposed Existing Proposed Existing Proposed Existing Proposed
Contract Contract Contract Contract Contract Contract Contract Contract
-------- -------- -------- -------- -------- -------- -------- --------
Wright U.S. Treasury Fund
Standard Shares $96 $97 $300 $303 $520 $526 $1,155 $1,166
Institutional Shares $71 $72 $221 $224 $384 $390 $856 $871
Wright U.S. Government Near
Term Fund
Standard Shares $90 $94 $281 $293 $488 $509 $1,084 $1,131
Institutional Shares $64 $65 $202 $205 $351 $357 $786 $798
Wright Total Return Bond Fund
Standard Shares $92 $95 $287 $296 $498 $515 $1,108 $1,143
Wright Current Income Fund
Standard Shares $92 $95 $287 $296 $4968 $515 $1,108 $1,143
Institutional Shares $75 $76 $233 $237 $406 $411 $906 $918
</TABLE>
ADDITIONAL INFORMATION PERTAINING TO WRIGHT
For additional information concerning the management, ownership
structure, affiliations, brokerage policies and certain other matters
pertaining to Wright, see Exhibit G to this proxy statement.
FACTORS CONSIDERED BY THE TRUSTEES
The trustees determined that the terms of the proposed contract are
fair and reasonable and that approval of the proposed contract on
behalf of the fund is in the best interests of each fund and its
shareholders. In their discussions, the trustees who are not
"interested" persons of the fund or Wright were advised by their own
legal counsel. Before approving the proposed contracts, the trustees
who are not "interested" persons of the fund or Wright first met
privately with their counsel several times, and the chairman of the
non-interested trustees discussed the proposal in detail with counsel
on several occasions.
In connection with their deliberations, the trustees requested and were
furnished with substantial information to assist in their evaluation.
This information included a comparison of the fund's present and
proposed investment advisory fees [and expense ratios] with those of
other mutual funds in its peer group. This information indicated that
the fund's present fee and expense ratio were well below the median
among mutual funds in its competitive universe and that, with the
proposed fee increase, the fund's investment advisory fee would still
be somewhat below the median and its expense ratio would be equal to
that of the median fund.
<PAGE>
In addition, Wright provided information indicating that it is
incurring losses in managing the funds at their current fee levels and
that the current market is marked by various factors which tend to
increase Wright's costs. These factors include:
o growing complexity (both in the increasing number of issuers
Wright must follow, including significant growth in the number
of initial public offerings, and the highly technical nature
of products and services many of these companies provide);
o a high level of competition among a growing number of funds
for assets, performance rankings and quality investment
personnel; and
o steeply rising costs related to the employment of additional
quality investment consultants, investments in information
technology and the effect of competition on compensation
packages necessary to attract and retain quality personnel.
As a result of their deliberations, and taking into consideration the
information provided, the trustees determined that the proposed fee was
reasonable.
REQUIRED VOTE
Approval of the proposed contract for a fund requires a majority
shareholder vote of that fund. Under the 1940 Act, this means the
affirmative vote of the lesser of (a) 67% of the shares of that fund
present at the meeting if the holders of more than 50% of the
outstanding shares of that fund are present or represented by proxy at
the meeting, or (b) more than 50% of the outstanding shares of that
fund. If the shareholders of one or more funds fail to approve this
proposal, the trustees will consider what further action should be
taken.
THE TRUSTEES OF THE TRUSTS, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE
TO APPROVE THIS PROPOSAL.
The trustees believe that the funds will benefit from continuing to
receive the high quality advisory services provided by Wright. The
trustees considered the fact that the proposed contract is
substantially similar to the existing contract. The trustees believe
that the proposed contract and the fees provided for in the proposed
contract are reasonable, fair and in the best interests of each fund's
shareholders.
MASTER/FEEDER FUNDS
Each of the following funds (the "feeder funds") invests all of its
assets in a corresponding master portfolio that has the same investment
objective as the feeder fund--Wright Selected Blue Chip Equities Fund,
Wright International Blue Chip Equities Fund, Wright U.S. Treasury
Fund, Wright U.S. Government Near Term Fund and Wright Current Income
Fund. Approval of the proposed contract by shareholders of each feeder
fund will have two distinct results.
Because a feeder fund requires no investment advisory services, Wright
and each feeder fund have agreed that, as long as the feeder funds
invest in the corresponding master portfolios, no services will be
provided, and no fees will be paid under each feeder fund's existing
contract. Wright provides investment advisory services to the master
portfolios under an investment advisory contract with the portfolios
(the "portfolio advisory contract"). If shareholders of a feeder fund
vote to approve the proposed contract, that vote will serve to approve
the proposed contract as to that fund. As with the existing contract,
Wright and the feeder funds will agree that, as long as the feeder
funds invest in the portfolios, no advisory services will be provided
to the feeder funds, and no fees will be paid by the feeder funds under
the proposed contract. A vote by shareholders of each feeder fund to
approve the proposed contract will also serve to authorize each feeder
fund's trustees to vote, on behalf of the feeder funds, to approve a
new portfolio advisory contract with Wright.
<PAGE>
PROPOSAL 2
ELECTION OF TRUSTEES
SUMMARY
All three of the nominees for election currently serve as trustees for
each trust. Each nominee has served as a trustee of each trust since
his or her appointment by the board of trustees, but has not been
elected by shareholders. Accordingly, at a meeting held on March 23,
2000, the trustees, including those trustees who are not "interested"
persons of the funds or Wright, unanimously voted to approve, and to
recommend to the shareholders that they approve, a proposal to elect
Judith R. Corchard, Dorcas R. Hardy and Richard E. Taber as trustees of
each trust. Each trustee will be elected to hold office until his or
her successor is elected and qualified. Each nominee has consented to
being named in this proxy statement and indicated his or her
willingness to serve if elected. If any nominee should be unable to
serve, an event which is not anticipated, the persons named as proxies
may vote for such other person as shall be designated by the board of
trustees of the trust. The persons named on the accompanying proxy card
intend to vote at the meeting (unless otherwise directed) for the
election of the three nominees named below as trustees.
INFORMATION ABOUT THE NOMINEES AND TRUSTEES
The following table lists, for the nominees and the other trustees,
their position(s) with the trusts, age, address, principal occupation
and employment during the past five years and any other directorships
held. The table also indicates the year in which each trustee first
became a trustee of the fund and the number of shares of the fund
beneficially owned by each trustee, directly or indirectly, on
_______________. NAMES OF NOMINEES APPEAR IN BOLD.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name, Age, Position with Principal Occupation or Employment and First Became Shares Owned
Trusts and Address Trusteeships Trustee and Percentage
of Total Shares
Outstanding
(---------,2000)
------------------------------ ------------------------------------------ ---------------- -----------------
Peter M. Donovan* (57) President, Chief Executive Officer and 1982
President and Trustee Director of Wright and Winthrop; Vice (Equity Trust)
440 Wheelers Farms Road, President, Treasurer and a Director of
Milford, CT 06460 Wright Investors' Service Distributors,
Inc. 1983
(Income Trust)
------------------------------ ------------------------------------------ ---------------- -----------------
H. Day Brigham, Jr.* (73) Retired Vice President, Chairman of the 1982
Vice President, Secretary Management Committee and Chief Legal (Equity Trust)
and Trustee Officer of Eaton Vance, EVC, BMR and EV;
92 Reservoir Avenue, Director of Wright and Winthrop (since 1983
Chestnut Hill, MA 02467 February, 1997) (Income Trust)
------------------------------ ------------------------------------------ ---------------- -----------------
JUDITH R. CORCHARD* (61) Executive Vice President, Investment 1997
Vice President and Trustee Management: Senior Investment Officer;
440 Wheelers Farms Road, Chairman of the Investment Committee and
Milford, CT 06460 Director of Wright and Winthrop
------------------------------ ------------------------------------------ ---------------- -----------------
DORCAS R. HARDY (53) President, Dorcas R. Hardy & Associates 1998
Trustee (a public policy and government
11407 Stonewall Jackson relations firm), Spotsylvania, VA;
Drive, Director, The Options Clearing
Spotsylvania, VA 22553 Corporation and First Coast Service
Options, Jacksonville, FL (FL Blue Cross
Blue Shield subsidiary); Chairman and
CEO of Work Recovery, Inc. (an advanced
rehabilitation technology firm), Tucson,
AZ (1996-1998); U.S. Commissioner of
Social Security (1986-1989)
------------------------------ ------------------------------------------ ---------------- -----------------
Leland Miles (76) President Emeritus, University of 1998
Trustee Bridgeport (1987- present); President,
332 North Cedar Road, University of Bridgeport (1974-1987);
Fairfield, CT 06430 Director, United Illuminating Company
------------------------------ ------------------------------------------ ---------------- -----------------
A.M. Moody III* (63) Senior Vice President, Wright and 1990
Vice President & Trustee Winthrop; President, Wright Investors'
440 Wheelers Farms Road, Service Distributors, Inc.
Milford, CT 06460
------------------------------ ------------------------------------------ ---------------- -----------------
Lloyd F. Pierce (81) Trustee Retired Vice Chairman (before 1984 - 1982
140 Snow Goose Court, President), People's Bank, Bridgeport, (Equity Trust)
Daytona Beach, FL 32119 CT; Member, Board of Trustees, People's
Bank, Bridgeport, CT; Board of 1983
Directors, Southern Connecticut Gas (Income Trust)
Company; Chairman, Board of Directors,
COSINE
------------------------------ ------------------------------------------ ---------------- -----------------
RICHARD E. TABER (51) Chairman and Chief Executive Officer of 1997
Trustee First County Bank, Stamford, CT
117 Prospect Street,
Stamford, CT 06901
------------------------------ ------------------------------------------ ---------------- -----------------
Raymond Van Houtte (75) President Emeritus and Counselor of The 1982
Trustee Tompkins County Trust Co., Ithaca, NY (Equity Trust)
One Strawberry Lane, Ithaca, (since January 1989); President and
NY 14850 Chief Executive Officer, The Tompkins 1983
County Trust Company (1973-1988); (Income Trust)
President, New York State Bankers
Association (1987-1988); Director,
McGraw Housing Company, Inc., Deanco,
Inc., Evaporated Metal Products and
Ithaco, Inc.
------------------------------ ------------------------------------------ ---------------- -----------------
</TABLE>
* Indicates that the trustee is an "interested person" of the trust for
purposes of the 1940 Act.
Each trust's board of trustees has established an independent trustees'
committee and an audit committee, each consisting of all of the
independent trustees: Messrs. Miles, Pierce (Chairman), Taber and Van
Houtte and Ms. Hardy. The responsibilities of the independent trustees'
committee include those of a nominating committee for additional or
replacement trustees of the trust and a contract review committee for
consideration of renewals or changes in the investment advisory
agreements, distribution agreements and distribution plans and other
agreements as appropriate. The responsibilities of the audit committee
are:
o to oversee the trusts' accounting and financial reporting
practices, their internal controls and, as appropriate, the
internal controls of certain service providers;
o to oversee the quality and objectivity of the Trusts'
financial statements and the independent audit thereof;
and
o to act as a liaison between the trusts' independent auditors
and the full board of trustees.
During the fiscal year ended December 31, 1999, the board of trustees
held five meetings, the independent trustees' committee held six
meetings. All of the current trustees and committee members then
serving attended at least 75% of the meetings of the board of trustees
or applicable committee, if any, held during the fiscal year ended
December 31, 1999, except Mr. Van Houtte, who attended 60% of the
meetings.
<PAGE>
All of the trustees and officers hold identical positions with The
Wright Managed Equity Trust and The Wright Managed Income Trust, as
well as The Wright Managed Blue Chip Series Trust, The Wright EquiFund
Equity Trust, Catholic Values Investment Trust,The Wright Asset
Allocation Trust and the Wright Blue Chip Master Portfolio Trust.
REMUNERATION OF TRUSTEES
The fees and expenses of those trustees who are not interested persons
of the trusts (Messrs. Miles, Pierce, Taber and Van Houtte and Ms.
Hardy), and of Mr. Brigham, are paid by the trusts. They also receive
additional payments from other investment companies for which Wright
provides investment advisory services.
COMPENSATION TABLE
For the Fiscal Year Ended December 31, 1999
--------------------------------------------
<TABLE>
<CAPTION>
Aggregate Compensation from:
------------------------------ -----------------------------------------------------------------------------
<S> <C> <C> <C>
Trustees (1) The Wright Managed The Wright Managed Wright Funds (2)
Equity Trust Income Trust
------------------------------ ------------------------- ------------------------- -------------------------
H. Day Brigham, Jr. $ 1,750 $ 1,750 $ 11,250
------------------------------ ------------------------- ------------------------- -------------------------
Dorcas R. Hardy 1,750 1,750 11,250
------------------------------ ------------------------- ------------------------- -------------------------
Leland Miles 1,750 1,750 11,250
------------------------------ ------------------------- ------------------------- -------------------------
Lloyd F. Pierce 1,750 1,750 11,250
------------------------------ ------------------------- ------------------------- -------------------------
Richard E. Taber 1,750 1,750 11,250
------------------------------ ------------------------- ------------------------- -------------------------
Raymond Van Houtte 1,250 1,250 8,250
------------------------------ ------------------------- ------------------------- -------------------------
</TABLE>
(1) The trustees who are employees of Wright receive no compensation
from the trusts or the other Wright Funds.
(2) Total compensation paid includes not only service on the boards
of The Wright Managed Equity Trust (four funds) and The
Wright Managed Income Trust (five funds) but also service on other
boards in the Wright fund complex for a total of 21 funds. On
December 17, 1999, Wright Junior Blue Chip Equities Fund, a series
of The Wright Managed Equity Trust, was terminated and liquidated.
Accordingly, The Wright Managed Equity Trust currently has only
three funds.
INFORMATION ABOUT THE TRUST'S OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C>
Name, Age, Position with Trusts and Address Principal Occupation or Employment and Trusteeships
---------------------------------------------- -------------------------------------------------------------
James L. O'Connor (55) Vice President of Eaton Vance. Officer of various
Treasurer investment companies managed by Eaton Vance or BMR
255 State Street, Boston, MA 02109
---------------------------------------------- -------------------------------------------------------------
</TABLE>
REQUIRED VOTE
Election of each nominee to the board of trustees of each trust
requires a majority shareholder vote of that trust. For purposes of
this proposal, all funds that are series of the same trust vote
together. Under the 1940 Act, to be approved for a trust, the proposal
must receive the affirmative vote of the lesser of (a) 67% of the
shares of that trust present at the meeting if the holders of more than
50% of the outstanding shares of that trust are present or represented
by proxy at the meeting, or (b) more than 50% of the outstanding shares
of that trust. If the shareholders of one or more trusts fail to
approve this proposal, the trustees will consider what further action
should be taken.
THE TRUSTEES OF THE TRUSTS, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE
TO ELECT EACH NOMINEE.
NOTICE TO BANKS AND BROKER/DEALERS
Each trust on behalf of its funds has previously solicited all nominee
and broker/dealer accounts as to the number of additional proxy
statements required to supply beneficial owners of shares. Should
additional proxy material be required for beneficial owners, please
forward requests to: Alamo Direct Mail, Attn: Ginger Preitz, 280 Oser
Avenue, Hauppauge, NY 11788.
<PAGE>
ADDITIONAL INFORMATION
Proxies will be solicited by mail and may be solicited in person or by
telephone, by fax or through the Internet, by the trust's officers, by
personnel of its investment adviser, by the transfer agent, PFPC, Inc.,
by broker-dealer firms or by a professional solicitation organization.
Each trust may also arrange to have votes recorded by telephone or
through the Internet by the trust's officers, by personnel of its
investment adviser, by the transfer agent, PFPC, Inc., by broker-dealer
firms or by a professional solicitation organization. The telephone and
Internet voting procedures are designed to authenticate a shareholder's
identity, to allow a shareholder to authorize the voting of shares in
accordance with the shareholder's instructions and to confirm that the
voting instructions have been properly recorded. If these procedures
were subject to a successful legal challenge, these votes would not be
counted at the meeting. If by telephone, a shareholder will be called
on a recorded line at the telephone number in the transfer agent's
records. In either case, a shareholder could be asked for identifying
information. The shareholder will be given the opportunity to authorize
the proxies to vote the shares according to the instructions given over
the telephone or through the Internet. A confirmation of instructions
will be sent to the shareholder with special instructions to correct
information that is incorrect. The shareholder can revoke a proxy given
over the telephone or through the Internet in the same manner that
proxies voted by mail may be revoked.
The expense of preparing, printing and mailing this proxy material and
the cost of soliciting proxies for the election of trustees on behalf
of the boards of trustees will be borne ratably by the funds. To the
extent these expenses relate to the proposed new investment advisory
agreements, these expenses will be borne by Wright. The cost of the
proxy solicitation is expected to be $_____ for The Wright Managed
Equity Trust, $____ for The Wright Managed Income Trust and $____ for
Wright. The funds will reimburse banks, broker-dealer firms, and other
persons holding shares registered in their names or in the names of
their nominees, for their expenses incurred in sending proxy materials
to and obtaining proxies from the beneficial owners of such shares.
All proxy cards solicited by the boards of trustees that are properly
executed and received by the secretary before the meeting, and which
are not revoked, will be voted at the meeting. Shares represented by
such proxies will be voted in accordance with the instructions thereon.
If no specification is made on a properly executed proxy card, it will
be voted FOR the proposal specified on the proxy card. For each trust,
shares represented in person or by proxy (including shares which
abstain or do not vote on the proposals presented for shareholder
approval) will be counted for purposes of determining whether a quorum
is present at the meeting. Abstentions from voting 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
on proposals 1 and 2, but will not be counted as a vote in favor of
proposals 1 and 2.
If a broker or nominee holding shares in "street name" indicates on the
proxy that it does not have discretionary authority to vote as to
proposal 1 or 2, those shares will not be considered as present and
entitled to vote as to proposal 1 or 2. While votes to abstain will be
counted toward establishing a quorum, passage of the proposal being
considered at the meeting will occur only if a sufficient number of
votes are cast for the proposal. For this reason, votes to abstain,
broker non-votes and votes against will have the same effect in
determining whether the proposal is approved.
In the event that sufficient votes by the shareholders of any fund in
favor of the proposals set forth in the notice of this meeting are not
received by the meeting date, the persons named as attorneys in the
enclosed proxy may propose one or more adjournments of the meeting to
permit further solicitation of proxies. Any adjournment will require
the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned.
The persons named as attorneys in the enclosed proxy will vote in favor
of adjournment those proxies which they are entitled to vote in favor
of the proposal for which further solicitation of proxies is to be
made. They will vote against adjournment those proxies required to be
voted against the proposal. A shareholder vote may be taken on the
proposals in this proxy statement before any adjournment if sufficient
votes have been received and it is otherwise appropriate. The costs of
any additional solicitation and of any adjourned session will be borne
by Wright and the funds for whom the adjournment is called.
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL
REPORT AND ITS MOST RECENT SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON
REQUEST. SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THESE REPORTS SHOULD
DIRECT ALL WRITTEN REQUESTS TO: A. M. MOODY, III, PRESIDENT, WRIGHT
INVESTORS' SERVICE DISTRIBUTORS, 440 WHEELERS FARMS ROAD, MILFORD, CT
06460 OR SHOULD CALL WRIGHT SHAREHOLDER SERVICES AT 1-800-888-9471.
SUBMISSION OF SHAREHOLDER PROPOSALS. The trusts do not hold annual
shareholders' meetings. Shareholders who want to submit proposals for
inclusion in a proxy statement for a subsequent shareholders' meeting
should send their written proposals to the secretary of the applicable
trust, 255 State Street, Boston, Massachusetts 02109. Proposals must be
received by the affected trust in advance of a proxy solicitation to be
included. The mere submission of a proposal does not guarantee
inclusion in the proxy statement because certain federal securities
regulations must be complied with.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
Dated: ____________, 2000
<PAGE>
EXHIBIT A
SHARES OF BENEFICIAL INTEREST OUTSTANDING AS OF THE RECORD DATE
The Wright Managed Equity Trust Shares Outstanding
-------------------------------- -------------------
Wright Selected Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund
The Wright Managed Income Trust Shares Outstanding
------------------------------- ------------------
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
<PAGE>
EXHIBIT B
PERSONS OWNING MORE THAN 5% OF OUTSTANDING SHARES OF A FUND
AS OF THE RECORD DATE
The Wright Managed Equity Trust Greater than 5% Owner(s)
------------------------------- ------------------------
Wright Selected Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund
The Wright Managed Income Trust Greater than 5% Owner(s)
------------------------------- ------------------------
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
<PAGE>
EXHIBIT C
Proposed Form of
INVESTMENT ADVISORY CONTRACT
CONTRACT made this day of 2000, between [NAME OF TRUSTS], each a Massachusetts
business trust (the "Trusts"), on behalf of each series of the Trusts which the
Adviser (defined below) and the Trusts shall agree from time to time are subject
to this Contract, as set forth on Schedule A (collectively, the "Funds" and
individually, the "Fund"), and WRIGHT INVESTORS' SERVICE, INC., a Connecticut
corporation (the "Adviser"):
1. Duties of the Adviser. Each Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Funds and, except as otherwise provided in an administration
agreement, to administer the Trust's affairs, subject to the supervision of the
Trustees of the Trust, for the period and on the terms set forth in this
Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
each Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent any Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each Trust with such investment management
and supervision as the Trust may from time to time consider necessary for the
proper supervision of its funds. As investment adviser to the Funds, the Adviser
shall furnish continuously an investment program and shall determine from time
to time what securities shall be purchased, sold or exchanged and what portion
of each Fund's assets shall be held uninvested, subject always to the applicable
restrictions of each Trust's Declaration of Trust, By-Laws and registration
statement under the Securities Act of 1933 and the Investment Company Act of
1940, all as from time to time amended. The Adviser is authorized, in its
discretion and without prior consultation with the Trusts, but subject to each
Fund's investment objective, policies and restrictions, to buy, sell, lend and
otherwise trade in any stocks, bonds, options and other securities and
investment instruments on behalf of the Funds, to purchase, write or sell
options on securities, futures contracts or indices on behalf of the Funds, to
enter into commodities contracts on behalf of the Funds, including contracts for
the future delivery of securities or currency and futures contracts on
securities or other indices, and to execute any and all agreements and
instruments and to do any and all things incidental thereto in connection with
the management of the funds. Should the Trustees of either Trust at any time,
however, make any specific determination as to investment policy for the Funds
and notify the Adviser thereof in writing, the Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Adviser shall
take, on behalf of the Funds, all actions which it deems necessary or desirable
to implement the investment policies of each Trust and Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers selected
by the Adviser, and to that end the Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of a Fund or Trust. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser shall use its best efforts to seek to execute portfolio
security transactions at prices which are advantageous to the Funds and (when a
disclosed commission is being charged) at reasonably competitive commission
rates. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services and products (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Adviser. The Adviser is expressly
authorized to cause the Funds to pay any broker or dealer who provides such
brokerage and research service and products a commission for executing a
security transaction which exceeds the amount of commission another broker or
dealer would have charged for effecting that transaction if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which the Adviser and its affiliates have with respect
to accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, the Adviser is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of the applicable Fund or Trust or of other
investment companies sponsored by the Adviser.
<PAGE>
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, each Trust on behalf of
each of its Funds shall pay to the Adviser on the last day of each month a fee
equal (annually) to the percentage or percentages specified in Schedule B of the
average daily net assets of such Fund throughout the month, computed in
accordance with the Trust's Declaration of Trust, registration statement and any
applicable votes of the Trustees of the Trust.
If the Contract is initiated or terminated during any month with
respect to any Fund, each Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, agree not to impose all or a part
of the above compensation.
3. Allocation of Charges and Expenses. Each Trust will pay all of its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust shall include, without limitation
(i) expenses of maintaining the Trust and continuing its existence, (ii)
registration of the Trust under the Investment Company Act of 1940, (iii)
commissions, fees and other expenses connected with the purchase or sale of
securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for those purposes and for distributing them to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) the
administration fee payable to the Trust's administrator, (xix) the charges and
expenses of the independent auditors, (xx) the charges and expenses of legal
counsel to the Trust and the Trustees, (xxi) distribution fees, if any, paid by
a Fund in accordance with Rule 12b-1 under the 1940 Act, and (xxii) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Trust are or may be or become interested in the Adviser or
any of its affiliates as directors, officers, employees, stockholders or
otherwise and that directors, officers, employees and stockholders of the
Adviser or any of its affiliates are or may be or become similarly interested in
the Trust, and that the Adviser or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser or any of
its affiliates are or may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Adviser or
any of its affiliates may organize, sponsor or acquire, or with which it may
merge or consolidate, and which may include the words "Wright" or "Wright
Investors" or any combination thereof as part of their names, and that the
Adviser or any of its affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies or
entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to each Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to any Trust or to any shareholder of
the Trust for any act or omission in the course of or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
<PAGE>
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute any Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and the sub-investment
adviser; provided, however, that any subadvisory agreement shall be subject to
approval by the Trustees.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund up to and
including February 28, 2002 and shall continue in full force and effect as to
each Trust and Fund indefinitely thereafter, but only so long as such
continuance after February 28, 2002 is specifically approved at least annually
(i) by the vote of a majority of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of that Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust, in accordance with the requirements of the Investment
Company Act of 1940 as now in effect or as hereafter amended, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation, order or interpretive position (together the "1940
Act").
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and a Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any Fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any
Fund by a writing signed by both parties hereto, provided that no material
amendment to this Contract shall be effective as to that Fund until approved (i)
by the vote of a majority of those Trustees of the affected Trust who are not
interested persons of the Adviser or the Trust and (ii) by vote of a majority of
the outstanding voting securities of that Fund in accordance with the
requirements of the 1940 Act.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of each Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the applicable Trust for payment of claims or
obligations as between the Trust and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust. No Trust or Fund shall be liable for the obligations of any other Trust
or Fund hereunder.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
1940 Act. The term "vote of a majority of the outstanding voting securities of
that Fund" shall mean the vote of the lesser of (a) 67 per cent or more of the
shares of the particular Fund present or represented by proxy at a meeting of
shareholders of the fund if the holders of more than 50 per cent of the
outstanding shares of the particular Fund are present or represented by proxy at
the meeting, or (b) more than 50 per cent of the outstanding interests of the
particular Fund, or such other vote as may be required from time to time by the
1940 Act.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
each Trust of the name "Wright" as part of the Trust's name and the name of each
Fund; provided, however, that such consent shall be conditioned upon the
employment of the Adviser or one of its affiliates as the investment adviser of
the Trust. The name "Wright" or any variation thereof may be used from time to
time in other connections and for other purposes by the Adviser and its
affiliates and other investment companies that have obtained consent to use the
name "Wright." The Adviser shall have the right to require a Trust to cease
using the name "Wright" as part of the Trust's name and the name of its Funds if
the Trust ceases, for any reason, to employ the Adviser or one of its affiliates
as the Trust's investment adviser. Future names adopted by a Trust for itself
and its Funds, insofar as such names include identifying words requiring the
consent of the Adviser, shall be the property of the Adviser and shall be
subject to the same terms and conditions.
[NAME OF TRUST] WRIGHT INVESTORS' SERVICE, INC.
By: ________________________________ By:___________________________________
Authorized Officer Authorized Officer
<PAGE>
SCHEDULE A
(Advisory Agreement)
[Name of Trust]
[Funds Subject to Contract]
<PAGE>
SCHEDULE B
(Investment Advisory Contract)
ANNUAL ADVISORY FEE RATES
--------------------------
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
-----------------------------------------------------------
Under $100 Mil. $250 Mil. $500 Mil. Over
$100 Mil. to to to $1 Bil.
$250 Mil. $500 Mil. $1 Bil.
-------------------------------------------------------- ----------- ------------- ----------- ----------- ---------
Wright Managed Equity Trust
<S> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund 0.60% 0.57% 0.54% 0.50% 0.45%
Wright Major Blue Chip Equities Fund 0.60% 0.57% 0.54% 0.50% 0.45%
Wright International Blue Chip Equities Fund 0.80% 0.78% 0.76% 0.72% 0.67%
Wright Managed Income Trust
Wright U.S. Treasury Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Wright U.S. Government Near Term Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Wright Total Return Bond Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Wright Current Income Fund 0.45% 0.44% 0.42% 0.40% 0.35%
</TABLE>
<PAGE>
EXHIBIT D
<TABLE>
<CAPTION>
Date of Initial Most Recent Aggregate
TRUST Approval of Shareholder Net Assets as Advisory Fee
Advisory Contract Approval Date of 12/31/99 Paid as of
12/31/99
-------------------------------------------------- ------------------- ---------------- --------------- --------------
Wright Managed Equity Trust
-----------------------------
<S> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund 6/24/98 9/23/98 $ 74,547,357 $ 843,755(1)
Wright Major Blue Chip Equities Fund 146,395,503 490,732
Wright International Blue Chip Equities Fund 171,864,428 1,290,967
-------------------------------------------------- ------------------- ---------------- --------------- --------------
Wright Managed Income Trust
-----------------------------
Wright U.S. Treasury Fund 6/24/98 9/23/98 $31,192,496 $ 213,958
Wright U.S. Government Near Term Fund 52,824,875 299,429
Wright Total Return Bond Fund 87,336,205 429,396(2)
Wright Current Income Fund 99,826,428 434,441
-------------------------------------------------- ------------------- ---------------- --------------- --------------
(1) To enhance the net income of the fund, Wright made a reduction of it's
advisory fee bt $11,400.
(2) To enhance the net income of the fund, Wright made a reduction of it's
advisory fee by $11,175.
</TABLE>
<PAGE>
EXHIBIT E
SIMILAR FUNDS MANAGED BY WRIGHT INVESTORS' SERVICE, INC.
Wright provides advisory services to Wright Selected Blue Chip Portfolio and
Wright International Blue Chip Portfolio, which have investment objectives
similar to those of Wright Selected Blue Chip Equities Fund and Wright
International Blue Chip Equities Fund, respectively. Each portfolio's net assets
and advisory fee rates as of December 31, 1999 are set forth in the table.
<TABLE>
<CAPTION>
Net Assets Advisory Fee Rate
------------ -------------------
Under $500 Million Over
$500 Million to $1 Billion $1 Billion
------------------------------------------------
<S> <C> <C> <C> <C>
Selected Blue Chip Portfolio $2,277,038 0.65% 0.60% 0.55%
International Blue Chip Portfolio $920,342 0.80% 0.75% 0.70%
</TABLE>
In accordance with Wright's voluntary agreement to reduce its advisory fee rate,
Wright waived the full amount of its advisory fees and made an assumption of
additional Portfolio expenses for the fiscal year ended December 31, 1999.
<PAGE>
EXHIBIT F
PAYMENTS TO AFFILIATES OF WRIGHT INVESTORS' SERVICE, INC.
The following table sets forth the payments from the Funds to Wright Investors'
Service Distributor, Inc. ("WISDI") (an affiliate of Wright) pursuant to the
Funds' distribution and service plans for the fiscal year ended December 31,
1999. No other affiliate of Wright received payments from the Funds during that
period.
TRUST PAYMENTS TO WISDI PURSUANT TO
DISTRIBUTION AND SERVICE PLANS
Wright Managed Equity Trust
-----------------------------
Wright Selected Blue Chip Equities Fund $ 272,725
Wright Major Blue Chip Equities Fund $ 212,597
Wright International Blue Chip Equities Fund $ 373,329
Wright Managed Income Trust
-----------------------------
Wright U.S. Treasury Fund $ 60,714
Wright U.S. Government Near Term Fund $ 126,337
Wright Total Return Bond Fund $ 265,577
Wright Current Income Fund $ 161,528
<PAGE>
EXHIBIT G
ADDITIONAL INFORMATION ABOUT WRIGHT
OWNERSHIP OF WRIGHT. The following table describes the persons who own stock
in Winthrop and the percentage that each person votes.
PERCENTAGE OF STOCK OWNED IN
NAME THE WINTHROP CORPORATION
The School for Ethical Education 34.5%
Mr. Peter Donovan 18.6%
WIS Holdings 16.9% (1)
WIS Profit Sharing Plan 13.2%
All others 16.7%
(1) WIS Holdings is a wholly-owned subsidiary of Winthrop. During her lifetime,
Mrs. Mildred Wright has the restricted right to direct voting of WIS
Holdings stock.
Mr. Donovan, who owns Winthrop stock, and Mrs. Wright, who has voting rights as
to Winthrop stock, also serve as trustees of the School. The School's board of
trustees, including Mr. Donovan and Mrs. Wright, collectively have the power to
vote the Winthrop stock owned by the School. It is possible that Mr. Donovan and
Mrs. Wright could be considered to have voting rights as to more than 25% of the
Winthrop stock and, therefore, to be controlling persons of Winthrop. However,
as trustees of the School, each of them has only one vote on matters brought
before the School's board of trustees, and Mr. Donovan and Mrs. Wright have not
entered into any agreement to exercise voting power in concert.
The trustees of the trusts do not believe that either Mr. Donovan or Mrs.
Wright controls Winthrop. However, in the event that a regulatory authority or a
court determines that Mr. Donovan or Mrs. Wright controls Winthrop, the vote by
shareholders to approve the proposed contract with Wright will include any
possible transfer of control to Mr. Donovan and Mrs. Wright.
DIRECTORS AND OFFICERS. The following table provides information about the
directors and executive officers of Wright.
<TABLE>
<CAPTION>
NAME & ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
<S> <C>
H. Day Brigham, Jr. Director, Wright Investors' Service, Inc. Retired as
92 Reservoir Ave., Chestnut Hill, MA 02167 officer and/or director of Eaton Vance and its affiliates.
Judith R. Corchard Executive Vice President and Director,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
Peter M. Donovan President, Chief Executive Officer and Director,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
Eugene J. Helm Executive Vice President and Chief Financial Officer,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
Albert L. Meric, Jr. Consultant and Director,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
George L. Rommel Senior Vice President and Director,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
<PAGE>
Vincent M. Simko Senior Vice President, Secretary and Director,
1087 Broad St., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George Taylor Director, Wright Investors' Service, Inc. Retired.
179 Northwood Rd., Fairfield, CT 06432
Mildred Gibson Wright Chairman of the Board of Directors,
440 Wheelers Farms Road, Milford, CT 06460 Wright Investors' Service, Inc.
</TABLE>
PORTFOLIO TRANSACTIONS. All orders for the purchase or sale of portfolio
securities are placed on behalf of a fund by Wright pursuant to authority
contained in the existing contract. In selecting brokers or dealers, Wright
considers factors relating to execution on the best overall terms available,
including, but not limited to, the size and type of the transaction; the nature
and character of the markets of the security to be purchased or sold; the
execution efficiency, settlement capability and financial condition of the
dealer; the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads.
Wright may select broker-dealers which provide brokerage and/or research
services to a fund and/or other investment companies or institutional or other
accounts advised by Wright. These research services must provide lawful and
appropriate assistance to Wright in the performance of its investment
decision-making responsibilities and could include advice concerning the value
of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; stock quotation services, credit rating service information and
comparative fund statistics; analyses, electronic information services, manuals
and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and performance of accounts and particular investment
decisions; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement).
When two or more broker-dealers offer comparable prices and executions,
preference may be given to a broker-dealer which has sold shares of the funds.
This policy does not imply a commitment to execute all portfolio transactions
through all broker-dealers that sell shares of the funds. In addition, if Wright
determines in good faith that the amount of commissions charged by a
broker-dealer is reasonable in relation to the value of the brokerage and
research services provided by the broker-dealer, a fund may pay commissions to
such broker-dealer in an amount greater than the amount another firm may charge.
This information might be useful to Wright in providing services to a fund as
well as to other investment companies or accounts advised by Wright, although
not all of this research may be useful to that fund. Conversely, information
provided to Wright by brokers and dealers for other clients of Wright might be
useful to Wright in providing services to the funds. The receipt of this
research is not expected to reduce Wright's normal independent research
activities. However, it enables Wright to avoid the additional expense which
might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.
<PAGE>
YOUR VOTE IS IMPORTANT
Please execute the enclosed proxy card and return it promptly in the postpaid
envelope provided. THIS WILL SAVE THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION.
<PAGE>
EVERY SHAREHOLDERS VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
CARD TODAY
Please detach at perforation before mailing
PROXY PROXY
THE WRIGHT MANAGED INCOME TRUST
WRIGHT U.S. TREASURY MONEY MARKET FUND
(the "Fund")
Special Meeting of Shareholders, July 31, 2000
Proxy Solicited on Behalf of the Board of Trustees
The undersigned holder of shares of beneficial interest of the Fund, a series of
The Wright Managed Income Trust, a Massachusetts business trust, hereby appoints
H. Day Brigham, Jr., A. M. Moody, III and James L. O'Connor, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, 255 State Street, Boston, Massachusetts 02109, on
Monday, July 31, 2000 at 10:00 a.m. Boston time, and at any and all adjournments
thereof, and to vote all shares of beneficial interest of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER:
Note: Please sign this proxy exactly
as your name appears on the books of
the Fund. Joint owners should each
sign personally. Trustees and other
fiduciaries should indicate the
capacity in which they sign, and
where more than one name appears, a
majority must sign. If a
corporation, this signature should
be that of an authorized officer who
should state his or her title.
Signature__________________________
Signature__________________________
Date:______________________________
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYNG ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)
<PAGE>
Please detach at perforation before mailing
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO All OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. PLEASE REFER TO THE PROXY
STATEMENT FOR A DISCUSSION OF THE PROPOSAL.
1. To elect three trustees of the Trust as follows:
01 Judith R. Corchard 02 Dorcas R. Hardy 03 Richard E. Taber
FOR all Vote Withheld FOR all nominees (except as
Nominees for all marked to the contrary)
[ ] [ ] [ ]
To withhold authority to vote for any individual nominee(s), write the number(s)
of such nominee(s) on the line below:
---------------------------------------------------
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
<PAGE>
EVERY SHAREHOLDERS VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
CARD TODAY
Please detach at perforation before mailing
PROXY PROXY
THE WRIGHT MANAGED EQUITY TRUST
( insert fund name )
the ("Fund")
Special Meeting of Shareholders, July 31, 2000
Proxy Solicited on Behalf of the Board of Trustees
The undersigned holder of shares of beneficial interest of the Fund, a series of
The Wright Managed Equity Trust, a Massachusetts business trust, hereby appoints
H. Day Brigham, Jr., A. M. Moody, III and James L. O'Connor, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, 255 State Street, Boston, Massachusetts 02109, on
Monday, July 31, 2000 at 10:00 a.m. Boston time, and at any and all adjournments
thereof, and to vote all shares of beneficial interest of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER:
Note: Please sign this proxy exactly
as your name appears on the books of
the Fund. Joint owners should each
sign personally. Trustees and other
fiduciaries should indicate the
capacity in which they sign, and
where more than one name appears, a
majority must sign. If a
corporation, this signature should
be that of an authorized officer who
should state his or her title.
Signature_______________________
Signature________________________
Date:____________________________
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYNG ENVELOPE
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)
<PAGE>
Please detach at perforation before mailing
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO All OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. PLEASE REFER TO THE PROXY
STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
1. Approval of the investment advisory contract FOR AGAINST ABSTAIN
with Wright Investors Service, Inc.
[ ] [ ] [ ]
2. To elect three trustees of the Trust as follows:
01 Judith R. Corchard 02 Dorcas R. Hardy 03 Richard E. Taber
FOR all Vote Withheld FOR all nominees (except as
Nominees for all marked to the contrary)
[ ] [ ] [ ]
To withhold authority to vote for any individual nominee(s), write the number(s)
of such nominee(s) on the line below:
---------------------------------------------------
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
<PAGE>
EVERY SHAREHOLDERS VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
CARD TODAY
Please detach at perforation before mailing
PROXY PROXY
THE WRIGHT MANAGED INCOME TRUST
( insert fund name )
the ("Fund")
Special Meeting of Shareholders, July 31, 2000
Proxy Solicited on Behalf of the Board of Trustees
The undersigned holder of shares of beneficial interest of the Fund, a series of
The Wright Managed Income Trust, a Massachusetts business trust, hereby appoints
H. Day Brigham, Jr., A. M. Moody, III and James L. O'Connor, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, 255 State Street, Boston, Massachusetts 02109, on
Monday, July 31, 2000 at 10:00 a.m. Boston time, and at any and all adjournments
thereof, and to vote all shares of beneficial interest of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER:
Note: Please sign this proxy exactly
as your name appears on the books of
the Fund. Joint owners should each
sign personally. Trustees and other
fiduciaries should indicate the
capacity in which they sign, and
where more than one name appears, a
majority must sign. If a
corporation, this signature should
be that of an authorized officer who
should state his or her title.
Signature__________________________
Signature__________________________
Date:______________________________
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYNG ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)
<PAGE>
Please detach at perforation before mailing
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO All OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. PLEASE REFER TO THE PROXY
STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
1. Approval of the investment advisory contract FOR AGAINST ABSTAIN
with Wright Investors Service, Inc.
[ ] [ ] [ ]
2. To elect three trustees of the Trust as follows:
01 Judith R. Corchard 02 Dorcas R. Hardy 03 Richard E. Taber
FOR all Vote Withheld FOR all nominees (except as
Nominees for all marked to the contrary)
[ ] [ ] [ ]
To withhold authority to vote for any individual nominee(s), write the number(s)
of such nominee(s) on the line below:
---------------------------------------------------
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
