AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996.
1933 ACT FILE NO. 2-81915
1940 ACT FILE NO. 811-3668
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N--1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 |X|
POST-EFFECTIVE AMENDMENT NO. 20 |X|
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 |X|
AMENDMENT NO. 22 |X|
THE WRIGHT MANAGED INCOME TRUST
-----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
-----------------------------------------------------
(Address of Principal Executive Offices)
617-482-8260
--------------------------------
(Registrant's Telephone Number)
H. DAY BRIGHAM, JR.
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on May 1, 1996
pursuant to paragraph (a)(1) of Rule 485. The exhibit index required by
Rule 483(a) under the Securities Act of 1933 is located on page _____ in
the sequential numbering system of the manually signed copy of this
Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Amount of Proposed Maximum Proposed Aggregate Amount of
Title of Securities Shares Being Offering Price Maximum Registration
Being Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial interest 35,605,059 $4.82(1) $171,616,385(2) $100
============================================================================================================================
<FN>
(1) Computed under Rule 457(d) on the basis of the maximum aggregate
offering price per share at the close of business on February 15, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price pursuant
to Rule 24e-2. $468,263,960 of shares were redeemed during the fiscal year
ended December 31, 1995. $296,937,575 of shares were used for reductions
pursuant to Paragraph (c) of Rule 24f-2 during such fiscal year.
$171,326,385 of shares redeemed are being used for the reduction of the
registration fee in this Amendment. While no fee is required for the
$171,326,385 of shares, the Registrant has elected to register, for $100, an
additional $290,000 of shares.
</FN>
</TABLE>
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended December
31, 1995 on February 16, 1996. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended.
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
CROSS REFERENCE SHEET REQUIRED BY RULE 481(A) UNDER SECURITIES ACT OF 1933.
Part A -- The Prospectus of Wright U.S. Treasury Money Market Fund
The Prospectus of:
Wright U.S. Treasury Fund
Wright U.S. Treasury Near Term Fund
Wright Total Return Bond Fund
Wright Insured Tax Free Bond Fund
Wright Current Income Fund
Part B -- Statement of Additional Information of Wright U.S. Treasury
Money Market Fund
Statement of Additional Information of:
Wright U.S. Treasury Fund
Wright U.S. Treasury Near Term Fund
Wright Total Return Bond Fund
Wright Insured Tax Free Bond Fund
Wright Current Income Fund
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
<PAGE>
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Money Market Fund
CROSS REFERENCE SHEET
<TABLE>
Item No. Statement of
FORM N-1A - PART A Prospectus Caption Additional Information Caption
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
1........................ Front Cover Page
2........................ Shareholder and Fund Expenses
3(a)..................... Financial Highlights
3(b)..................... Not Applicable
3(c)..................... Performance Information
4........................ An Introduction to the Fund, The Fund's Investment
Objectives and Policies, Other Investment Policies,
Special Investment Considerations, Other Information
5........................ The Investment Adviser, The Administrator, Back Cover
5(a)..................... Not Applicable
6........................ Other Information, Distributions by the Fund, Taxes
7........................ How to Buy Shares, How the Fund Values its Shares, How
Shareholder Accounts Are Maintained, How to Exchange
Shares, Tax-Sheltered Retirement Plans
8........................ How to Redeem or Sell Shares
9........................ Not Applicable
</TABLE>
<TABLE>
FORM N-1A - PART B
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... General Information and History
13....................... Investment Objectives and Policies,
Investment Restrictions, Appendix
14....................... Officers and Trustees
15....................... Control Persons and Principal Holders of Shares
16....................... Investment Advisory and Administrative Services,
Custodian, Independent Certified Public Accountants,
Back Cover
17....................... Brokerage Allocation
18....................... Fund Shares and Other Securities
19....................... How to Buy Shares, How to Redeem or Purchase, Exchange, Redemption,
Sell Shares, How the Funds Value Their and Pricing of Shares
Shares
20....................... Taxes
21....................... Principal Underwriter
22....................... Calculation of Yield Quotations
23....................... Financial Statements
</TABLE>
<PAGE>
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Fund,
Wright Total Return Bond Fund, Wright Insured Tax Free Bond Fund,
Wright Current Income Fund
CROSS REFERENCE SHEET
<TABLE>
Item No. Statement of
FORM N-1A - PART A Prospectus Caption Additional Information Caption
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
1....................... Front Cover Page
2....................... Shareholder and Fund Expenses
3(a).................... Financial Highlights
3(b).................... Not Applicable
3(c).................... Performance Information
4....................... An Introduction to the Funds, The Funds and their
Investment Objectives and Policies-- Other Investment
Policies, Special Investment Considerations, Other
Information
5....................... The Investment Adviser, The Administrator,
Distribution Expenses, Back Cover
5(a).................... Not Applicable
6....................... Other Information, Distributions by the Funds, Taxes
7....................... How to Purchase Fund Shares, How to Buy Shares, How
the Funds Value their Shares, How Shareholder Accounts
are Maintained, How to Exchange Shares, Tax-Sheltered
Retirement Plans
8....................... How to Redeem or Sell Shares
9....................... Not Applicable
</TABLE>
<TABLE>
FORM N-1A -- PART B
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... General Information and History
13....................... Investment Objectives and Policies,
Investment Restrictions, Appendix
14....................... Officers and Trustees
15....................... Control Persons and Principal Holders of Shares
16....................... Investment Advisory and Administrative
Services, Custodian, Independent
Certified Public Accountants,
Back Cover
17....................... Brokerage Allocation
18....................... Fund Shares and Other Securities
19....................... How to Buy Shares, How to Redeem or Sell Purchase, Exchange, Redemption,
Shares, How the Funds Value Their Shares and Pricing of Shares
20....................... Taxes
21....................... Principal Underwriter
22....................... Calculation of Performance and Yield
Quotations
23....................... Financial Statements
</TABLE>
<PAGE>
PART A
--------------------------------------
INFORMATION REQUIRED IN A PROSPECTUS
P R O S P E C T U S MAY 1, 1996
- -------------------------------------------------------------------------------
WRIGHT U.S. TREASURY MONEY MARKET FUND
A SERIES OF
The Wright Managed Income Trust
A MUTUAL FUND SEEKING HIGH CURRENT INCOME
- -------------------------------------------------------------------------------
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559,
BOSTON, MA 02104
Or Call: THE FUND ORDER ROOM - (800) 225-6265
- -------------------------------------------------------------------------------
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference.
A Statement of Additional Information dated May 1, 1996 has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. This
Statement is available without charge from Wright Investors' Service
Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
(800-888-9471).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE
PRINCIPAL INVESTMENT.
TABLE OF CONTENTS
PAGE
An Introduction to the Fund....................... 2
Shareholder and Fund Expenses..................... 4
Financial Highlights.............................. 5
The Fund's Investment Objectives and Policies..... 6
Other Investment Policies......................... 6
Special Investment Considerations................. 7
The Investment Adviser............................ 7
The Administrator................................. 8
How the Fund Values its Shares.................... 9
How to Buy Shares................................. 9
How Shareholder Accounts are Maintained........... 10
Distributions by the Fund......................... 10
Taxes............................................. 11
How to Exchange Shares............................ 12
How to Redeem or Sell Shares...................... 13
Performance Information........................... 14
Other Information................................. 15
Tax-Sheltered Retirement Plans.................... 16
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
AN INTRODUCTION TO THE FUND
THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION SET FORTH IN THIS PROSPECTUS.
The Trust................The Wright Managed Income Trust
(the "Trust") is an open-end management investment
company known as a mutual fund, is registered under the
Investment Company Act of 1940, as amended, and
consists of six series (the "Funds") (including five
series that are being offered under a separate
prospectus). Each Fund is a diversified fund and
represents a separate and distinct series of the
Trust's shares of beneficial interest.
The Fund.................WRIGHT U.S. TREASURY MONEY MARKET FUND
Investment...............The Fund seeks to provide as high a rate of current
Objective income as possible consistent with the preservation
of capital and maintenance of liquidity. The Fund
intends to invest exclusively in securities of the U.S.
Government (as defined on page 6).
Net Asset Value.........The Fund seeks to maintain a
stable net asset value of $1.00 per share by valuing
its securities by the amortized cost method.
Accordingly, the Fund will limit its investments to
securities with a remaining maturity of 13 months or
less and will maintain a weighted average portfolio
maturity of not more than 90 days. There can be no
assurance that the Fund will be able to maintain a
stable net asset value or that the Fund will achieve
its investment objective. Net asset value is calculated
three times per day.
The Investment...........The Fund has engaged Wright Investors' Service, Inc.,
Adviser 1000 Lafayette Boulevard, Bridgeport,CT 06604
("Wright" or the "Investment Adviser")
as investment adviser to carry out the investment and
reinvestment of the Fund's assets.
The Administrator........The Fund also has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal
Street, Boston, MA 02110 as administrator to manage
the Fund's legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc.
("WISDI" or the "Principal Underwriter") is the
Distributor of the Fund's shares. The Fund does not
make payments of distribution fees.
How to Purchase..........Shares of the Fund are sold without a sales charge at
Fund Shares the net asset value next determined after receipt of
a purchase order. The minimum initial investment is
$1,000. There is no minimum for subsequent purchases.
The $1,000 minimum initial investment is waived for
Bank Draft Investing accounts.See "How to Buy Shares."
<PAGE>
Distribution ............Distributions are paid in additional shares at net
Options asset value or cash as the shareholder
elects. Unless the shareholder has elected to receive
dividends and distributions in cash, dividends and
distributions will be reinvested in additional shares
of the Fund at net asset value per share as of the
investment date.
Redemptions..............Shares may be redeemed at the net asset value next
determined after receipt of the redemption request by
telephone or by mail in good order.
Also, shareholders may request that they be provided
with special forms of checks. These checks may be made
payable by the shareholder to the order of any person
in any amount of $500 or more. See "How to Redeem or
Sell Shares."
Exchange ................Shares of the Fund may be exchanged for shares of
Privilege certain other Funds managed by the Investment Adviser
at the net asset value next determined after receipt
of the exchange request. See "How to Exchange Shares."
Taxation.................The Fund has elected to be treated, has qualified and
intends to continue to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code.
Shareholder..............Each shareholder will receive annual and semi-annual
Communications reports containing financial statements, and a
statement confirming each share
transaction. Financial statements included in annual
reports are audited by the Trust's independent
certified public accountants. Where possible,
shareholder confirmations and account statements will
consolidate all Wright investment fund holdings of the
shareholder.
<PAGE>
SHAREHOLDER AND FUND EXPENSES
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in the Fund. The percentages shown below
representing total operating expenses are based on actual expenses for the
fiscal year ended December 31, 1995, adjusted to reflect a voluntary annual
expense limitation of 0.45% of average net assets for fiscal year 1996.
- -------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES none
ANNUALIZED FUND OPERATING EXPENSES
after expense allocations and fee reductions
(as a percentage of average net assets)
INVESTMENT ADVISER FEE
(after voluntary fee reduction) 0.16%
OTHER EXPENSES
(including administration fee of 0.07%) 0.30%
-----
TOTAL OPERATING EXPENSES (after reductions) (1) 0.46%
=====
- -------------------------------------------------------------------------------
(1) If no fee reduction were made, the annual Fund operating expenses as a
percentage of average net assets would be: Investment Adviser Fee -- 0.35%,
Other Expenses -- 0.30%, and Total Operating Expenses --0.65%. During the year
ended December 31, 1995, custodian fees were reduced by credits resulting from
cash balances that the Trust maintained with Investors Bank & Trust Company. If
these credits were included, the Total Operating Expenses shown above would have
been 0.45%.
EXAMPLE OF FUND EXPENSES
The following is an illustration of the total transaction and operating
expenses that an investor in the Fund would bear over different periods of time,
assuming a investment of $1,000, a 5% annual return on the investment and
redemption at the end of each period:
- ------------------------------------------------------------------------------
1 Year $ 5
3 Years $15
5 Years $26
10 Years $58
- ------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been included in reliance upon the report of Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing,
which report is contained in the Fund's Statement of Additional Information.
Further information regarding the performance of the Fund is contained in the
Fund's annual report to shareholders which may be obtained without charge by
contacting the Fund's Principal Underwriter, Wright Investors' Service
Distributors, Inc. at (800) 888-9471.
<TABLE>
Year Ended December 31,
---------------------------------------------------------------
1995 1994 1993 1992 1991(2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value-- beginning of year........ $1.00 $1.00 $1.00 $1.00 $1.00
Income from Investment Operations:
Net investment income(1)................ 0.05212 0.03494 0.02503 0.03221 0.02526
Less Distributions:
From net investment income.............. (0.05212) (0.03494) (0.02503) (0.03221) (0.02526)
--------- --------- --------- --------- ---------
Net asset value, end of year............... $1.00 $1.00 $1.00 $1.00 $1.00
========= ========= ========= ========= =========
Total Return(4)............................ 5.34% 3.55% 2.53% 3.27% 5.06%(3)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted)... $45,889 $68,877 $11,011 $13,856 $15,233
Ratio of net expenses to average net assets 0.46% 0.45% 0.45% 0.46% 0.25%(3)
Net investment income to average net assets 5.22% 3.77% 2.52% 3.19% 4.95%(3)
<FN>
(1)During each of the years in the five-year period ended December 31, 1995,
the Investment Adviser reduced its fee and in certain years was allocated a
portion of the operating expenses. In addition, custodian fees were reduced
by credits resulting from cash balances the Trust maintained with Investors
Bank & Trust Company. Had such actions not been undertaken, net investment
income per share and the ratios would have been as follows:
Year Ended December 31,
----------------------------------------------------
1995 1994 1993 1992 19912
Net investment income per share............ $0.05120 $0.03253 $0.01977 $0.02958 $0.02159
========= ========= ========= ========= =========
Ratios (As a percentage of average net assets):
Expenses................................ 0.65% 0.71% 0.97% 0.72% 0.97%(3)
========= ========= ========= ========= =========
Net investment income .................. 5.03% 3.51% 1.99% 2.93% 4.23%(3)
========= ========= ========= ========= =========
(2) For the period from the start of business, June 28, 1991, to December 31, 1991.
(3) Annualized.
(4)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the payable date.
</FN>
</TABLE>
<PAGE>
THE FUND'S
INVESTMENT OBJECTIVES AND POLICIES
The Fund's objective is to provide as high a rate of current income as
possible consistent with the preservation of capital and maintenance of
liquidity. The Fund will pursue its objective by investing exclusively in
securities of the U.S. Government and its agencies that are backed by the full
faith and credit of the U.S. Government ("U.S. Government securities") and in
repurchase agreements relating to such securities. At least 80% of the Fund's
assets will be invested in direct obligations of the U.S. Treasury, including
Treasury bills, notes and bonds, which differ only in their interest rates,
maturities and times of issuance. Up to 20% of the Fund's net assets may be held
in cash or invested in repurchase agreements. However, at the present time, the
Fund intends to invest only in U.S. Treasury bills, notes and bonds and does not
intend to invest in repurchase agreements.
The investment objective of the Fund is not fundamental and may be changed
by the Trustees of the Trust without a vote of the Fund's shareholders. Any such
change of the investment objective of the Fund will be preceded by thirty days
advance notice to each shareholder of the Fund. If any changes were made, the
Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder in
the Fund.
The Fund will limit its portfolio to investments maturing in 13 months or
less and maintain a weighted average maturity of not more than 90 days. The Fund
will seek to maintain a net asset value of $1.00 per share, but there is no
assurance that the Fund will be able to do so. The yield of the Fund will
fluctuate in response to changes in market conditions and interest rates.
The Fund will limit its investments to legal investments and investment
practices for Federal credit unions as set forth in the Federal Credit Union Act
and the National Credit Union Administration Regulations. The Fund will provide
all Federal credit union shareholders of record with sixty (60) days' written
notice prior to changing such investment policy.
OTHER INVESTMENT POLICIES
The Trust has adopted certain fundamental investment restrictions on behalf
of the Fund which are enumerated in detail in the Statement of Additional
Information and which may be changed only by the vote of a majority of the
Fund's outstanding voting securities. Among these restrictions, the Fund may not
borrow money in excess of 1/3 of the current market value of its net assets
(excluding the amount borrowed), invest more than 5% of the Fund's total assets
taken at current market value in the securities of any one issuer, purchase more
than 10% of the voting securities of any one issuer or invest 25% or more of the
Fund's total assets in the securities of issuers in the same industry. There is,
however, no limitation on investments in U.S. Government securities. The Fund
has no current intention of borrowing for leverage or speculative purposes
during the current fiscal year ending December 31, 1996.
The Fund may not invest more than 5% of its total assets (taken at
amortized cost) in securities issued by or subject to puts from any one issuer
(except U.S. Government securities and repurchase agreements collateralized by
such securities), except that a single investment may exceed such limit if such
security (i) is rated in the highest rating category of the requisite number of
nationally recognized statistical rating organizations or, if unrated, is
determined to be of comparable quality and (ii) is held for not more than three
business days. In addition, the Fund may not invest more than 5% of its total
assets (taken at amortized cost) in securities of issuers not in such highest
rating category or, if unrated, of comparable quality. An investment in any one
such issuer is limited to no more than 1% of such total assets or $1 million,
whichever is greater.
<PAGE>
The Fund is not intended to be a complete investment program, and the
prospective investor should take into account his objectives and other
investments when considering the purchase of Fund shares. The Fund cannot
eliminate risk or assure achievement of its objective.
SPECIAL INVESTMENT CONSIDERATIONS
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements to the
extent permitted by its investment policies. A repurchase agreement is an
agreement under which the seller of securities agrees to repurchase and the Fund
agrees to resell the securities at a specified time and price. A Fund may enter
into repurchase agreements only with large, well-capitalized banks or government
securities dealers that meet Wright credit standards. In addition, such
repurchase agreements will provide that the value of the collateral underlying
the repurchase agreement will always be at least equal to the repurchase price,
including any accrued interest earned under the repurchase agreement. In the
event of a default or bankruptcy by a seller under a repurchase agreement, the
Fund will seek to liquidate such collateral. However, the exercise of the right
to liquidate such collateral could involve certain costs, delays and
restrictions and is not ultimately assured. To the extent that proceeds from any
sale upon a default of the obligation to repurchase are less than the repurchase
price, the Fund could suffer a loss.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. The Fund may purchase
when-issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. The Fund is
required to hold and maintain in a segregated account with the Fund's custodian
or subcustodian until the settlement date, cash, or other high-quality liquid
debt obligations in an amount sufficient to meet the purchase price.
Alternatively, the Fund may enter into offsetting contracts for the forward sale
of other securities that it owns. Securities purchased or sold on a when-issued
or forward commitment basis involve a risk of loss if the value of the security
to be purchased declines prior to the settlement date or if the value of the
security to be sold increases prior to the settlement date. Although the Fund
would generally purchase securities on a when-issued or forward commitment basis
with the intention of acquiring securities for its portfolio, the Fund may
dispose of a when-issued security or forward commitment prior to settlement if
the Investment Adviser deems it appropriate to do so.
LENDING OF PORTFOLIO SECURITIES. The Fund may also seek to increase its
income by lending portfolio securities. Under present regulatory policies, such
loans may be made to institutions, such as broker-dealers, and are required to
be secured continuously by collateral in cash, cash equivalents, or U.S.
Government securities maintained on a current basis at an amount at least equal
to the market value of the securities loaned. As with other extensions of
credit, there are risks of delay in recovering, or even loss of rights in, the
collateral should the borrower of the securities fail financially. However, the
loans would be made only to firms deemed by the Investment Adviser to be of good
standing, and when, in the judgment of the Investment Adviser, the consideration
which can be earned currently from securities loans of this type justifies the
attendant risk. If the Investment Adviser determines to make securities loans,
it is intended that the value of the securities loaned would not exceed 30% of
the value of the total assets of the Fund.
THE INVESTMENT ADVISER
The Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to its Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright), Wright,
acting under the general supervision of the Trust's Trustees, furnishes the Fund
with investment advice and management services. Winthrop supervises Wright's
performance of this function and retains its contractual obligations under its
Investment Advisory Contract with the Fund. The address of both Winthrop and
Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The Trustees of the
Trust are responsible for the general oversight of the conduct of the Fund's
business.
<PAGE>
Wright is a leading independent international investment management and
advisory firm which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 150 people includes a highly respected team of 65
economists, investment experts and research analysts. Wright manages assets for
bank trust departments, corporations, unions, municipalities, eleemosynary
institutions, professional associations, in- stitutional investors, fiduciary
organizations, family trusts and individuals as well as mutual funds. Wright
operates one of the world's largest and most complete databases of financial
information on 13,000 domestic and international corporations. At the end of
1995, Wright managed approximately $4 billion of assets.
Under the Fund's Investment Advisory Contract, the Fund is required to pay
Winthrop monthly advisory fees at the annual rates (as a percentage of average
daily net assets) set forth in the following table. Effective February 1, 1996,
Winthrop will cause the Fund to pay to Wright the entire amount of the advisory
fee payable by the Fund under its Investment Advisory Contract with Winthrop. As
of December 31, 1995, the net assets of the Fund were $45,888,947. For the
fiscal year ended December 31, 1995, the Fund would have paid an advisory fee
equivalent to 0.35%. To enhance the net income of the Fund, Wright made a
reduction of the advisory fee in the amount of $87,656 or from 0.35% to 0.16%.
ANNUAL % ADVISORY FEE RATES
Under $100 Million to Over
$100 Million $500 Million $500 Million
------------ ------------ ------------
0.35% 0.32% 0.30%
Shareholders of the Fund who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Fund.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients and at the same time, as a shareholder in the Fund, bear its
share of the advisory fee paid by the Fund to Wright as described above.
Pursuant to the Investment Advisory Contract, Wright also furnishes for the
use of the Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Fund. The Fund is responsible for
the payment of all expenses relating to its operations other than those
expressly stated to be payable by Wright under its Investment Advisory Contract.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute the Fund's portfolio security transactions
on the most favorable terms and in the most effective manner possible. Subject
to the foregoing, Wright may consider sales of shares of the Fund or of other
investment companies sponsored by Wright as a factor in the selection of
broker-dealer firms to execute such transactions.
Wright is also the investment adviser to the other Funds in The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds").
The Trust on behalf of the Fund has also entered into a Distribution
Contract with Wright Investors' Service Distributors, Inc. ("WISDI" or the
"Principal Underwriter"), a wholly-owned subsidiary of Winthrop. The Fund does
not pay WISDI any compensation under its Distribution Contract.
THE ADMINISTRATOR
The Trust engages Eaton Vance as administrator under an Administration
Agreement for the Fund. Under the Administration Agreement, Eaton Vance is
responsible for managing the legal and business affairs of the Fund, subject to
the supervision of the Trust's Trustees. Eaton Vance
<PAGE>
services include
recordkeeping, preparation and filing of documents required to comply with
federal and state securities laws, supervising the activities of the Fund's
custodian and transfer agent, providing assistance in connection with the
Trustees' and shareholders' meetings and other administrative services necessary
to conduct the Fund's business. Eaton Vance will not provide any investment
management or advisory services to the Fund. For its services under the
Administration Agreement, Eaton Vance receives a monthly administration fee at
the annual rates (as a percentage of average daily net assets) set forth in the
following table.
Annual % -- Administration Fee Rates Fee Rate Paid
$100 Million for the
Under to Over Fiscal Year
$100 Million $500 Million $500 Million Ended 12/31/95
------------ ------------ ------------ --------------
0.07% 0.03% 0.02% 0.07%
Eaton Vance, its affiliates and its predecessor companies have been
managing assets of individuals and institutions since 1924 and managing
investment companies since 1931. In addition to acting as the administrator of
the Fund, Eaton Vance or its affiliates act as investment adviser to investment
companies and various individual and institutional clients with assets under
management of approximately $16 billion. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding company. EVC,
through its subsidiaries and affiliates, engages in investment management and
marketing activities, oil and gas operations, real estate investment consulting
and management, and the development of precious metals properties.
HOW THE FUND VALUES ITS SHARES
The net asset value per share of the Fund is computed three times on each
day the New York Stock Exchange (the "Exchange") is open, at noon, at 3:00 p.m.
and as of the close of regular trading on the Exchange - normally 4:00 p.m. New
York time. The net asset value is determined by the Fund's custodian (as agent
for the Fund) in the manner authorized by the Trustees of the Trust. The
Trustees of the Trust have determined that it is in the best interests of the
Fund and its shareholders to maintain a stable price of $1.00 per share by
valuing portfolio securities by the amortized cost method in accordance with a
rule of the Securities and Exchange Commission.
HOW TO BUY SHARES
Shares of the Fund are sold without a sales charge at the net asset value
next determined after the receipt of a purchase order as described below. Shares
purchased before noon will earn interest for that day. Shares purchased before
3:00 p.m. will earn interest for that day. Shares purchased between 3:00 p.m.
and 4:00 p.m. will start to earn interest the next business day. The minimum
initial investment is $1,000. There is no minimum amount required for subsequent
purchases. The $1,000 minimum initial investment is waived for Bank Draft
Investing accounts, which may be established with an investment of $50 or more
with a minimum of $50 applicable to each subsequent investment. The Fund
reserves the right to reject any order for the purchase of its shares or to
limit or suspend, without prior notice, the offering of its shares.
BY WIRE: Investors may purchase shares by transmitting immediately
available funds (Federal Funds) by wire to:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: Wright U.S. Treasury Money Market Fund
(Include your Fund account number)
<PAGE>
Initial purchase - Upon making an initial investment by wire, an investor
must first telephone the Order Department of the Fund at (800) 225-6265, ext. 3,
to advise of the action and to be assigned an account number. If this telephone
call is not made, it may not be possible to process the order promptly. In
addition, an Account Instructions form, which is available through WISDI, should
be promptly forwarded to First Data Investor Services Group (the "Transfer
Agent") at the following address:
Wright Managed Investment Funds
BOS725
P.O. Box 1559
Boston, Massachusetts 02104
Subsequent Purchases - Additional investments may be made at any time
through the wire procedure described above. The Fund's Order Department must be
immediately advised by telephone at (800) 225-6265, ext. 3, of each transmission
of funds by wire.
BY MAIL: Initial Purchases - The Account Instructions form available
through WISDI should be completed by an investor, signed and mailed with a
check, Federal Reserve Draft, or other negotiable bank draft, drawn on a U.S.
bank and payable in U.S. dollars, to the order of the Wright U.S. Treasury Money
Market Fund, and mailed to the Transfer Agent at the above address.
Subsequent Purchases - Additional purchases may be made at any time by an
investor by check, Federal Reserve draft, or other negotiable bank draft, drawn
on a U.S. bank and payable in U.S. dollars, to the order of the Fund at the
above address. The sub-account, if any, to which the subsequent purchase is to
be credited should be identified together with the sub-account number and,
unless otherwise agreed, the name of the sub-account.
BANK DRAFT INVESTING - FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made through the shareholder's checking account via bank
draft each month or quarter. The $1,000 minimum initial investment and small
account redemption policy are waived for Bank Draft Investing accounts.
Transactions in money market instruments normally require immediate
settlement in Federal Funds. Accordingly, purchase orders will be executed at
the net asset value next determined (see "How the Fund Values Its Shares") after
their receipt by the Fund only if the Fund has received payment in cash or in
Federal Funds. If remitted in other than the foregoing manner, such as by money
order or personal check, purchase orders will be executed as of the close of
business on the second Boston business day after receipt. Information on how to
procure a Federal Reserve Draft or to transmit Federal Funds by wire is
available at banks. A bank may charge for these services.
HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED
Upon the initial purchase of Fund shares, an account will be opened for the
account of the investor or sub-account of an investor. Subsequent investments
may be made at any time by mail to the Transfer Agent or by wire, as noted
above. Distributions paid in additional shares are credited to Fund accounts
monthly. Confirmation statements indicating total shares of the Fund owned in
the account or each sub-account will be mailed to shareholders quarterly and at
the time of each purchase or redemption. The issuance of shares will be recorded
on the books of the Fund. The Trust does not issue share certificates.
DISTRIBUTIONS BY THE FUND
Any net income earned by the Fund will be declared daily as a dividend to
shareholders of record at the time of declaration. Such dividends will be paid
on the last business day of each month and will be reinvested in additional
shares of the Fund unless the shareholder elects to receive
<PAGE>
the dividends in
cash. Net income will consist of interest accrued and discount earned, if any,
less any accrued estimated expenses subsequent to the prior calculation of net
income, if any, on the assets of the Fund. Distributions of net short-term
capital gains, if any, will be made at least annually shortly before or after
the close of the Fund's fiscal year.
TAXES
The Fund is treated as a separate entity for federal income tax purposes
under the Internal Revenue Code of 1986, as amended (the "Code"). The Fund has
qualified and elected to be treated as a regulated investment company under the
Code and intends to continue to qualify as such. In order to so qualify, the
Fund must meet certain requirements with respect to sources of income,
diversification of assets, and distributions to shareholders. The Fund does not
pay federal income or excise taxes to the extent that it distributes to its
shareholders all of its net investment income and net realized capital gains in
accordance with the timing requirements of the Code and will not be subject to
income, corporate excise or franchise taxation in Massachusetts as long as it
qualifies as a regulated investment company under the Code.
For federal income tax purposes, distributions derived from the Fund's net
investment income and net short-term capital gains are taxable as ordinary
income, whether received in cash or reinvested in additional shares.
Distributions derived from net long-term capital gains, if any, will be treated
as long-term capital gains, whether paid in cash or reinvested in additional
shares. Since it is anticipated that virtually all of the Fund's income will be
derived from interest income rather than dividends, it is unlikely that any
portion of the dividends paid by the Fund will be eligible for the dividends
received deduction for corporations.
In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income for such year, at least 98% of the
excess of its realized capital gains over its realized capital losses for the
one-year period ending on October 31 or, by election, December 31 if the Fund's
taxable year ends on that date and 100% of any income or capital gain from the
prior year (as previously computed) that was not paid out during such year and
on which the Fund paid no federal income tax.
Annually, shareholders of the Fund that are not exempt from information
reporting requirements will receive information on Form 1099 to assist in
reporting the prior calendar year's distributions and redemptions (including
exchanges) on federal and state income tax returns. Dividends declared by the
Fund in October, November or December of any calendar year to shareholders of
record as of a date in such a month and paid the following January will be
treated for federal income tax purposes as having been received by shareholders
on December 31 of the year in which they are declared.
Under Section 3406 of the Code, individuals and other nonexempt
shareholders who have not provided the Fund their correct taxpayer
identification numbers and certain required certifications will be subject to
backup withholding of 31% on distributions made by the Fund other than on
proceeds of redemptions (including exchanges) of the Fund's shares. In addition,
the Trust may be required to impose backup withholding if it is notified by the
IRS or a broker that the taxpayer identification number is incorrect or that
backup withholding applies because of underreporting of interest or dividend
income. If such withholding is applicable, such distributions will be reduced by
the amount of tax required to be withheld.
Shareholders who are not United States persons should also consult their
tax advisers as to the potential application of certain U.S. taxes, including a
U.S. withholding tax at the rate of 30% (or at a lower treaty rate) on dividends
representing ordinary income to them, and of foreign taxes to their investment
in the Fund.
<PAGE>
Special tax rules apply to IRA accounts (including penalties on certain
distributions and other transactions) and to other special classes of investors,
such as tax-exempt organizations, banks or insurance companies. Investors should
consult their tax advisers for more information.
Dividends and other distributions may, of course, also be subject to state
and local taxes. A state income (and possibly local income and/or intangible
property) tax exemption is generally available to the extent the Fund's
distributions are derived from interest on (or, in the case of intangibles
taxes, the value of its assets is attributable to) certain U.S. Government
obligations, including direct obligations of the U.S. Treasury, provided in some
states that certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. Shareholders should consult their own tax advisers
with respect to the tax status of distributions from the Fund or redemption of
Fund shares in their own states and localities.
HOW TO EXCHANGE SHARES
Shares of the Fund may be exchanged for shares of the other funds in The
Wright Managed Income Trust, The Wright Managed Equity Trust or The Wright
EquiFund Equity Trust at net asset value at the time of the exchange.
This exchange offer is available only in states where shares of such other
fund may be legally sold. Each exchange is subject to the applicable minimum
initial investment of $1,000 in the Fund.
The prospectus of each fund describes its investment objectives and
policies and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
Shareholders purchasing shares from an Authorized Dealer may effect
exchanges between the above funds through their Authorized Dealer who will
transmit information regarding the requested exchanges to the Transfer Agent.
First Data Investor Services Group makes exchanges at the next determined
net asset value after receiving a request in writing mailed to the address
provided under "How To Buy Shares." Telephone exchanges are also accepted if the
exchange involves shares valued at less than $50,000 and on deposit with First
Data Investor Services Group and the investor has not disclaimed in writing the
use of the privilege. To effect such exchanges, call First Data Investor
Services Group at (800) 262-1122 or within Massachusetts, (617) 573-9403, Monday
through Friday, 9:00 a.m. to 4:00 p.m (Eastern time). All such telephone
exchanges must be registered in the same name(s) and with the same address and
social security or other taxpayer identification number as are registered with
the Fund from which the exchange is being made. Neither the Trust, the Principal
Underwriter nor First Data Investor Services Group will be responsible for the
authenticity of exchange instructions received by telephone, provided that
reasonable procedures have been followed to confirm that instructions
communicated are genuine, and if such procedures are not followed, the Trust,
the Fund, the Principal Underwriter or First Data Investor Services Group may be
liable for any losses due to unauthorized or fraudulent telephone instructions.
Telephone instructions will be tape recorded. In times of drastic economic or
market changes, the telephone exchange privilege may be difficult to implement.
When calling to make a telephone exchange, shareholders should have available
their account number and social security or other taxpayer identification
numbers. Additional documentation may be required for written exchange requests
if shares are registered in the name of a corporation, partnership or fiduciary.
Any exchange request may be rejected by a Fund or the Principal Underwriter at
its discretion. The exchange privilege may be changed or discontinued without
penalty at any time. Shareholders will be given sixty (60) days' notice prior to
any termination or material amendment of the exchange privilege. Contact the
Transfer Agent, First Data Investor Services Group, for additional information
concerning the exchange privilege.
<PAGE>
Shareholders should be aware that for federal and state income tax
purposes, an exchange is a sale, but it generally will not result in a gain or
loss provided that the Fund has maintained a constant net asset value.
HOW TO REDEEM OR SELL SHARES
Shares of the Fund will be redeemed at the net asset value next determined
after receipt of a redemption request in good order as described below. Proceeds
will be mailed within seven days of such receipt. However, at various times the
Fund may be requested to redeem shares for which it has not yet received good
payment. If the shares to be redeemed represent an investment made by check, the
Fund may delay payment of redemption proceeds until the check has been collected
which, depending upon the location of the issuing bank, could take up to 15
days. For federal and state income tax purposes, a redemption of shares is a
taxable transaction, but it generally will not result in recognition of a gain
or loss provided that the Fund has maintained a constant net asset value.
THROUGH AUTHORIZED DEALERS: Shareholders using Authorized Dealers may
redeem shares through such Dealers.
BY TELEPHONE: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders may effect a redemption by calling the Fund's Order Department at
(800) 225-6265 (8:30 a.m. to 4:00 p.m. Eastern time). In times when the volume
of telephone redemptions is heavy, additional phone lines will automatically be
added by the Fund. However, in times of drastic economic or market changes, a
telephone redemption may be difficult to implement. When calling to make a
telephone redemption, shareholders should have available their account number.
If the redemption request is received before 3:00 p.m., the proceeds will be
wired the same day to the shareholder's account, and the shares redeemed will
not be entitled to that day's dividend. A daily dividend will be paid on shares
redeemed if the redemption request is received after 3:00 p.m. However, the
proceeds are not wired until the following business day. Trust Departments may
make redemptions and deposit the proceeds in checking or other accounts of
clients, as specified in instructions furnished to the Fund at the time of
initially purchasing Fund shares. Neither the Trust, the Principal Underwriter
nor First Data Investor Services Group will be responsible for the authenticity
of redemption instructions received by telephone, provided that reasonable
procedures have been followed to confirm that instructions communicated are
genuine, and if such procedures are not followed, the Trust, the Fund, the
Principal Underwriter or First Data Investor Services Group may be liable for
any losses due to unauthorized or fraudulent telephone instructions.
Also, shareholders may effect a redemption by calling the Funds' Transfer
Agent, First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00
p.m. Eastern time) if the redemption involves shares valued at less than $50,000
and on deposit with First Data Investor Services Group. Payment will be made by
check to the address of record.
BY MAIL: A shareholder may also redeem all or any number of shares at any
time by mail by delivering the request with a stock power to the Transfer Agent,
First Data Investor Services Group, Wright Managed Investment Funds, BOS725,
P.O. Box 1559, Boston, Massachusetts 02104. As in the case of telephone
requests, payments will normally be made within one business day after receipt
of the redemption request in good order. Good order means that written
redemption requests or stock powers must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and
<PAGE>
Exchange Commission and acceptable to First
Data Investor Services Group. In addition, in some cases, good order may require
the furnishing of additional documents, such as where shares are registered in
the name of a corporation, partnership or fiduciary.
BY CHECK: Shareholders of the Fund may appoint Boston Safe Deposit & Trust
Company ("Boston Safe") their agent and may request that Boston Safe provide
them with special forms of checks drawn on Boston Safe. These checks may be made
payable by the shareholder to the order of any person in any amount of $500 or
more. When a check is presented to Boston Safe for payment, the number of full
and fractional shares required to cover the amount of the check will be redeemed
from the shareholder's account by Boston Safe as the shareholder's agent.
Through this procedure the shareholder will continue to be entitled to
distributions paid on his shares up to the time the check is presented to Boston
Safe for payment. If the amount of the check is greater than the value of the
shares held in the shareholder's account, for which the Fund has collected
payment, the check will be returned and the shareholder may be subject to extra
charges. Forms required to set up this service may be obtained from the
Principal Underwriter. Shareholders will be required to execute signature cards
and will be subject to Boston Safe's rules and regulations governing such
checking accounts. There is no charge to shareholders for this service. This
service may be terminated or suspended at any time by the Fund or Boston Safe.
The right to redeem shares of the Fund and to receive payment therefor may
be suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Although the Fund normally intends to redeem shares in cash, the Fund,
subject to compliance with applicable regulations, reserves the right to deliver
the proceeds of redemptions in the form of portfolio securities if deemed
advisable by the Trustees of the Trust. The value of any such portfolio
securities distributed will be determined in the manner as described under "How
the Fund Values its Shares." If the amount of the Fund's shares to be redeemed
for a shareholder within a 90-day period exceeds the lesser of $250,000 or 1% of
the aggregate net asset value of the Fund at the beginning of such period, the
Fund reserves the right to deliver all or any part of such excess in the form of
portfolio securities. If portfolio securities were distributed in lieu of cash,
the shareholder would normally incur transaction costs upon the disposition of
any such securities.
Due to the relatively high cost of maintaining small accounts, the Fund
reserves the right to redeem fully at net asset value any account (including
accounts of clients of Institutional Investors) which at any time, due to
redemption or transfer, amounts to less than $1,000 for the Fund; any
shareholder who makes a partial redemption which reduces his account to less
than $1,000 would be subject to the Fund's right to redeem such account. Prior
to the execution of any such redemption, notice will be sent and the shareholder
will be allowed 60 days from the date of notice to make an additional investment
to meet the required minimum of $1,000. Thus, an investor making an initial
investment of $1,000 would not be able to redeem shares without being subject to
this policy.
PERFORMANCE INFORMATION
From time to time, quotations of the Fund's "yield" and "effective yield"
may be included in advertisements and communications to shareholders. Both yield
figures are based on historical earnings and are not intended to indicate future
performance. The "yield" of the Fund refers to the net income generated by an
investment in the Fund
<PAGE>
over a specified seven-day period. This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is expressed
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of this assumed reinvestment.
"Yield" and "effective yield" for the Fund will vary based on changes in market
conditions, the level of interest rates and the level of the Fund's expenses.
Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of the Fund's yield or effective yield
for any prior period should not be considered as a representation of what an
investment may earn or what an investor's yield or effective yield may be in any
future period. If the expenses of the Fund were reduced by Wright, the Fund's
performance would be higher.
OTHER INFORMATION
The Trust is a business trust established under Massachusetts law and is a
no-load, open-end management investment company. The Trust was established
pursuant to a Declaration of Trust dated February 17, 1983, as amended.
The Trust's shares of beneficial interest have no par value. Shares of the
Trust may be issued in two or more series or "Funds". The Trust currently has,
in addition to the Fund, five other Funds, which are offered under a separate
prospectus. Each Fund's shares may be issued in an unlimited number by the
Trustees of the Trust. Each share of a Fund represents an equal proportionate
beneficial interest in that Fund and, when issued and outstanding, the shares
are fully paid and non-assessable by the relevant Fund. Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted in
proportion to the amount of the net asset value of a Fund which they represent.
Voting rights are not cumulative, which means that the holders of more than 50%
of the shares voting for the election of Trustees of a Trust can elect 100% of
the Trustees and, in such event, the holders of the remaining less than 50% of
the shares voting on the matter will not be able to elect any Trustees. Shares
have no preemptive or conversion rights and are freely transferable. Upon
liquidation of a Fund, shareholders are entitled to share pro rata in the net
assets of the particular Fund available for distribution to shareholders, and in
any general assets of the relevant Trust not allocated to a particular Fund by
the Trustees.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees holding office have been elected by
shareholders. In such an event the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with each Trust's by-laws, the Trustees shall continue to hold office and may
appoint successor Trustees. The Trustees shall only be liable in cases of their
willful misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
The Trust's by-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed such
person from that office either by a written declaration filed with the Trust's
custodian or by votes cast at a meeting called for that purpose. The Trustees
shall promptly call a meeting of the shareholders for the purpose of voting upon
a question of removal of a Trustee when requested so to do by the record holders
of not less than 10 per centum of the outstanding shares.
<PAGE>
TAX-SHELTERED RETIREMENT PLANS
The Fund is a suitable investment for individual retirement account plans
for individuals and their non-employed spouses, pension and profit sharing plans
for self-employed individuals, corporations and non-profit organizations, or
401(k) tax-sheltered retirement plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or call:
(800) 888-9471
<PAGE>
WRIGHT MONEY
MARKET FUND
PROSPECTUS
MAY 1, 1996
WRIGHT U.S. TREASURY MONEY MARKET FUND
INVESTMENT ADVISER
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
PRINCIPAL UNDERWRITER
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
ADMINISTRATOR
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111
TRANSFER AGENT
First Data Investor Services Group
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
<PAGE>
- -------------------------------------------------------------------------------
Description of art work on front cover of Prospectus
Two thin green vertical lines on the right side of the page.
- -------------------------------------------------------------------------------
PROSPECTUS
MAY 1, 1996
WRIGHT U.S. TREASURY
MONEY MARKET FUND
<PAGE>
PART A
-------------------------------------
INFORMATION REQUIRED IN A PROSPECTUS
P R O S P E C T U S MAY 1, 1996
- -------------------------------------------------------------------------------
THE WRIGHT MANAGED INCOME TRUST
A MUTUAL FUND CONSISTING OF FIVE SERIES, OR FUNDS,
SEEKING A HIGH LEVEL OF RETURN
- -------------------------------------------------------------------------------
WRIGHT U.S. TREASURY FUND
WRIGHT U.S. TREASURY NEAR TERM FUND
WRIGHT TOTAL RETURN BOND FUND
WRIGHT INSURED TAX-FREE BOND FUND
WRIGHT CURRENT INCOME FUND
- -------------------------------------------------------------------------------
Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559, BOSTON,
MA 02104
Or Call: THE FUND ORDER ROOM -- (800) 225-6265
- -------------------------------------------------------------------------------
This combined Prospectus is designed to provide you with information you
should know before investing. Please retain this document for future reference.
A combined Statement of Additional Information dated May 1, 1996, for the
Funds has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement is available without charge
from Wright Investors' Service Distributors, Inc., 1000 Lafayette Boulevard,
Bridgeport, Connecticut 06604 (Telephone (800) 888-9471).
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME
OR ALL OF THE PRINCIPAL INVESTMENT.
TABLE OF CONTENTS
PAGE
An Introduction to the Funds...................... 2
Shareholder and Fund Expenses..................... 4
Financial Highlights.............................. 5
The Funds and their Investment Objectives and Policies10
Wright U.S. Treasury Fund (WUSTB)............... 10
Wright U.S. Treasury Near Term Fund (WNTB)...... 10
Wright Total Return Bond Fund (WTRB)............ 10
Wright Insured Tax-Free Bond Fund (WTFB)........ 10
Wright Current Income Fund (WCIF)............... 11
Other Investment Policies......................... 12
Special Investment Considerations................. 12
The Investment Adviser............................ 15
The Administrator................................. 17
Distribution Expenses............................. 18
How the Funds Value their Shares.................. 18
How to Buy Shares................................. 19
How Shareholder Accounts are Maintained........... 20
Distributions by the Funds........................ 20
Taxes............................................. 21
How to Exchange Shares............................ 24
How to Redeem or Sell Shares...................... 24
Performance Information........................... 26
Other Information................................. 26
Tax-Sheltered Retirement Plans.................... 27
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
AN INTRODUCTION TO THE FUNDS
THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION SET FORTH IN THIS PROSPECTUS.
The Trust................The Wright Managed Income Trust
(the "Trust") is an open-end management investment
company known as a mutual fund, is registered under the
Investment Company Act of 1940, as amended (the "1940
Act"), and consists of six series (the "Funds")
including one series that is being offered under a
separate prospectus. Each Fund is a diversified fund
and represents a separate and distinct series of the
Trust's shares of beneficial interest.
Investment Objective.....Each Fund seeks to provide a high level of return
consistent with the quality standards and average
maturity for such Fund.
The Funds................WRIGHT U.S.TREASURY FUND (WUSTB) invests in U.S.
Treasury bills, notes and bonds. See page 10.
WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB) invests in
U.S. Treasury bills, notes and bonds, with an average
weighted maturity of less than five years. See page 10.
WRIGHT TOTAL RETURN BOND FUND (WTRB) invests in
high-quality bonds or other debt securities of varying
maturities which will, in the Investment Adviser's
opinion, achieve the best total return of ordinary
income plus capital appreciation. Accordingly,
investment selections and maturities will differ
depending on the particular phase of the interest rate
cycle. See page 10.
WRIGHT INSURED TAX-FREE BOND FUND (WTFB) invests
primarily in high-grade municipal bonds and other
intermediate or long-term securities that provide
interest income which is exempt from Federal income
taxes and which are covered by insurance guaranteeing
the timely payment of principal and interest. The
portfolio will have an average weighted maturity that
produces the best compromise between generous return
and stability of principal. See page 10.
WRIGHT CURRENT INCOME FUND (WCIF) invests in debt
obligations issued or guaranteed by the U.S. Government
or any of its agencies, especially mortgage
pass-through securities of the Government National
Mortgage Association (GNMA). The Fund reinvests all
principal payments. See page 11 and "Special Investment
Considerations -- Mortgage-Related Securities" page 14.
The Investment...........Each Fund has engaged Wright Investors' Service, Inc.,
Adviser 1000 Lafayette Boulevard, Bridgeport, CT 06604
("Wright" or the "Investment Adviser")
as investment adviser to carry out the investment and
reinvestment of the Fund's assets.
The Administrator........Each Fund also has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal
Street Boston, MA 02110 as administrator to manage the
Fund's legal and business affairs.
The Distributor..........Wright Investors' Service
Distributors, Inc. ("WISDI" or the "Principal
Underwriter") is the Distributor of the Fund's shares
and receives a distribution fee equal on an annual
basis to 2/10 of 1% of each Fund's average daily net
assets.
<PAGE>
How to Purchase..........There is no sales charge on the purchase of Fund
Fund Shares shares. Shares of any Fund may be purchased at the net
asset value per share next determined after receipt
and acceptance of a purchase order. The minimum initial
investment is $1,000 which will be waived for
investments in 401(k) tax-sheltered retirement
plans. There is no minimum for subsequent purchases.
The $1,000 minium initial investment is waived for
Bank Draft Investing accounts which may be
established with an investment of $50 or more with a
minimum of $50 applicable to each subsequent
investment. Shares also may be purchased through an
exchange of securities. See "How to Buy Shares."
Distribution Options ...Any net investment income earned by the
Funds will be declared daily and distributed monthly.
Distributions of net short-term and long-term capital
gains will be made at least annually. Distributions
including dividends are paid in additional shares at
net asset value or cash as the shareholder elects.
Unless the shareholder has elected to receive dividends
and distributions in cash, dividends and distributions
will be reinvested in additional shares of the Fund at
net asset value per share as of the ex-dividend date.
Redemptions..............Shares may be redeemed directly from a Fund at the net
asset value per share next determined after receipt of
the redemption request in good order. A telephone
redemption privilege is available. See "How to
Redeem or Sell Shares."
Exchange Privilege .....Shares of the Funds may be exchanged
for shares of certain other funds managed by the
Investment Adviser at the net asset value next
determined after receipt of the exchange request. There
may be limits on the number and frequency of exchanges.
See "How to Exchange Shares."
Net Asset Value..........Net asset value per share of each Fund is calculated
on each day the New York Stock Exchange is open for
trading. Call (800) 888-9471 for the current day's net
asset value.
Taxation.................Each Fund has elected to be treated, has qualified and
intends to continue to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code and, consequently, should not be liable
for federal income tax on net investment income and net
realized capital gains that are distributed to
shareholders in accordance with applicable timing
requirements.
Shareholder..............Each shareholder will receive annual and semi-annual
Communications reports containing financial statements, and a
statement confirming each share
transaction. Financial statements included in annual
reports are audited by the Trust's independent
certified public accountants. Where possible,
shareholder confirmations and account statements will
consolidate all Wright investment fund holdings of the
shareholder.
THE PROSPECTUSES OF THE FUNDS ARE COMBINED IN THIS PROSPECTUS. EACH FUND OFFERS
ONLY ITS OWN SHARES, YET IT IS POSSIBLE THAT A FUND MIGHT BECOME LIABLE FOR A
MISSTATEMENT IN THE PROSPECTUS OF ANOTHER FUND. THE TRUSTEES OF THE TRUST HAVE
CONSIDERED THIS IN APPROVING THE USE OF A COMBINED PROSPECTUS.
<PAGE>
SHAREHOLDER AND FUND EXPENSES --
THE WRIGHT MANAGED INCOME TRUST
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in each Fund. The percentages shown below
representing total operating expenses are based on actual amounts incurred for
the fiscal year ended December 31, 1995, except as noted.
<TABLE>
Wright Wright Wright Wright Wright
U.S. Treasury U.S. Treasury Total Return Insured Tax-Free Current
Fund Near Term Fund Bond Fund Bond Fund Income Fund
(WUSTB) (WNTB) (WTRB) (WTFB) (WCIF)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses None None None None None
Annualized Fund Operating Expenses after expense allocations
and fee reductions (as a percentage of average net assets)
Investment Adviser Fee (after fee reduction) 0.29% 0.43% 0.41% 0.00% 0.40%
Rule 12b-1 Distribution Expense
(after expense reduction) 0.00% 0.20% 0.20% 0.00% 0.20%
Other Expenses (including administration fee) (1) 0.64% 0.16% 0.20% 0.96% 0.27%
------ ------ ------ ------ ------
Total Operating Expenses (after reductions)* 0.93% 0.79% 0.81% 0.96% 0.87%
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Administration fees were as follows: 0.10% for WUSTB, WTFB and WCIF; 0.07% for WNTB; and 0.09% for WTRB.
* If there had been no reduction of management or distribution fees for WUSTB
and WTFB, WUSTB's distribution expense and total operating expenses as a
percentage of net assets would be 0.20% and 1.24% and WTFB's investment
adviser fee, distribution expense and total operating expenses as a
percentage of net assets would be 0.40%, 0.20% and 1.57%. In addition,
during the year ended December 31, 1995, custodian fees were reduced by
credits resulting from cash balances maintained with Investors Bank & Trust
Company. If these credits were included, Total Operating Expenses shown
above would have been 0.90% for WUSTB; 0.78% for WNTB; and 0.90% for WTFB.
</FN>
</TABLE>
EXAMPLE OF FUND EXPENSES
The following is an illustration of the total transaction and operating expenses
that an investor in each Fund would bear over different periods of time,
assuming an investment of $1,000, a 5% annual return on the investment and
redemption at the end of each period:
<TABLE>
Wright Wright Wright Wright Wright
U.S. Treasury U.S. Treasury Total Return Insured Tax-Free Current
Fund Near Term Fund Bond Fund Bond Fund Income Fund
(WUSTB) (WNTB) (WTRB) (WTFB) (WCIF)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Year $ 9 $ 8 $ 8 $ 10 $ 9
3 Years 30 25 26 31 28
5 Years 51 44 45 53 48
10 Years 114 98 100 118 107
- -----------------------------------------------------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been so included in reliance upon the report of Deloitte & Touche
LLP, independent certified public accountants, as experts in accounting and
auditing, which is contained in the Funds' Statement of Additional Information.
Further information regarding the performance of a Fund is contained in its
annual report to shareholders which may be obtained without charge by contacting
the Funds' Principal Underwriter, Wright Investors' Service Distributors, Inc.
at (800) 888-9471.
<TABLE>
WRIGHT
U.S. TREASURY FUND Year Ended December 31,
----------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $12.250 $ 14.360 $ 13.190 $13.220 $12.100 $ 12.300 $ 11.440 $11.540 $13.070 $11.800
---------------- -------- -------- ---------------- -------- -------- -------- --------
Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.880 $ 0.880 $ 0.892 $ 0.911 $ 0.902 $ 0.912 $ 0.937 $ 0.950 $ 0.978 $ 1.012
Net realized and unrealized gain (loss)
on investments.................. 2.458 (2.110) 1.170 (0.030) 1.120 (0.202) 0.859 (0.100) (1.398) 1.258
---------------- -------- -------- ---------------- -------- -------- -------- --------
Total income (loss) from investment
operations..................... $ 3.338 $ (1.230)$ 2.062 $ 0.881 $ 2.022 $ 0.710 $ 1.796 $ 0.850 $(0.420) $ 2.270
---------------- -------- -------- ---------------- -------- -------- -------- --------
Less Distributions:
From net investment income....... $(0.878)$ (0.880)$(0.892) $(0.911) $(0.902)$ (0.910) $ (0.936)$(0.950)$(1.100) $(1.000)
From net realized gain on investment
transactions.................... -- -- -- -- -- -- -- -- (0.010) --
---------------- -------- -------- ---------------- -------- -------- -------- --------
Total distributions........... $(0.878)$ (0.880)$(0.892) $(0.911) $(0.902) $(0.910) $(0.936) $(0.950)$(1.110)$ (1.000)
---------------- -------- -------- ---------------- -------- -------- -------- --------
Net asset value, end of year....... $14.710 $ 12.250 $ 14.360 $13.190 $13.220 $ 12.100 $ 12.300 $11.440 $11.540 $13.070
======= ======== ======== ======== ======== ======= ======== ======= ======= ==========
Total Return(2).................... 28.18% (8.66%) 15.90% 7.07% 17.56% 6.33% 16.26% 7.60% (2.96%) 19.91%
Ratios/Supplemental Data:
Net assets,end of year(000 omitted)$ 15,156 $ 16,658 $29,846 $29,703 $ 33,857 $ 37,293 $49,445 $36,037 $41,337 $46,602
Ratio of net expenses to average
net assets...................... 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.7% 0.9%
Ratio of net investment income to
average net assets.............. 6.6% 6.9% 6.3% 7.1% 7.4% 8.1% 7.9% 8.3% 8.1% 8.0%
Portfolio Turnover Rate.......... 8% 1% 12% 15% 15% 32% 15% 14% 68% 7%
<FN>
(1)During the year ended December 31, 1987, the operating expenses of the Fund
were reduced either by a reduction of the investment adviser fee,
administrator fee, or distribution fee or through certain expense allocations
to the Adviser or a combination of these. During each of the four years ended
December 31, 1995, the operating expenses of the Fund were reduced either by
an allocation of expenses to the Adviser or a reduction in distribution fee,
or a combination of these. Had such actions not been undertaken, the net
investment income per share and the ratios would have been as follows:
Year Ended December 31,
--------------------------------------------
1995 1994 1993 1992 1987
Net investment income per share.... $ 0.827 $ 0.854 $ 0.878 $ 0.898 $ 0.960
======== ======== ================ ========
Ratios (As a percentage of average net assets):
Expenses........................ 1.2% 1.1% 1.0% 1.0% 0.8%
======== ======== ================ ========
Net investment income........... 6.2% 6.7% 6.2% 7.0% 8.0%
======== ======== ================ ========
(2)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT U.S. TREASURY
NEAR TERM FUND Year Ended December 31,
----------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 9.920 $ 10.840 $ 10.660 $10.750 $10.260 $ 10.330 $ 10.160 $10.500 $11.400 $11.020
-------- -------- -------- -------- ------- -------- -------- -------- -------- --------
Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.631 $ 0.588 $ 0.655 $ 0.739 $ 0.795 $ 0.871 $ 0.928 $ 0.928 $ 0.969 $ 0.999
Net realized and unrealized gain (loss)
on investments.................. 0.524 (0.920) 0.180 (0.090) 0.489 (0.068) 0.160 (0.340) (0.739) 0.391
-------- -------- ------ -------- -------- ------- -------- -------- -------- --------
Total income (loss) from investment
operations..................... $ 1.155 $ (0.332) $ 0.835 $ 0.649 $1.284 $ 0.803 $ 1.088 $ 0.588 $ 0.230 $ 1.390
-------- --------- ------- -------- ------- -------- -------- -------- -------- --------
Less Distributions:
From net investment income....... $ (0.625)$ (0.588)$(0.655) $(0.739) $(0.794) $ (0.873)$(0.918) $(0.928) $(1.120)$(0.990)
From net realized gain on investment
transactions.................... -- -- -- -- -- -- -- -- (0.010) (0.020)
--------- ------- -------- -------- -------- ------- -------- -------- -------- --------
Total distributions........... $ (0.625)$ (0.588)$(0.655) $(0.739) $(0.794) $ (0.873)$(0.918) $(0.928)$ 1.130)$(1.010)
---------- ------ -------- -------- -------- ------- -------- -------- -------- ------
Net asset value, end of year....... $ 10.450 $ 9.920 $ 10.840 $10.660 $10.750 $ 10.260 $ 10.330 $10.160 $10.500 $11.400
======= ======== ======== ======== ======= ======== ======== ======== ======== =========
Total Return(2).................... 11.93% (3.10%) 7.95% 6.26% 13.08% 8.23% 11.17% 5.75% 2.34% 13.12%
Ratios/Supplemental Data:
Net assets,end of year 000 omitted)$143,600 $212,122 $380,917 $371,074 $232,407 $253,537 $237,558 $199,200 $192,947 $152,809
Ratio of net expenses to average
net assets...................... 0.8% 0.7% 0.7% 0.8% 0.8% 0.8% 0.8% 0.8% 0.6% 0.8%
Ratio of net investment income to
average net assets.............. 6.1% 5.7% 6.0% 6.9% 7.7% 8.6% 9.0% 8.9% 9.1% 8.9%
Portfolio Turnover Rate.......... 21% 33% 22% 6% 18% 25% 28% 23% 7% 12%
<FN>
(1) During the year ended December 31, 1987, the Adviser and the Administrator
reduced their fees. Had such actions not been undertaken, the net investment
income per share and the ratios would have been as follows:
Year Ended December 31,
1987
Net investment income per share.... $ 0.949
========
Ratios (As a percentage of average net assets):
Expenses........................ 0.8%
========
Net investment income........... 8.9%
========
(2)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT TOTAL RETURN
BOND FUND Year Ended December 31,
----------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $ 11.430 $ 13.010 $ 12.610 $12.580 $11.700 $ 12.010 $ 11.430 $11.560 $13.120 $11.930
-------- -------- -------- -------- ------- -------- ------- ------- -------- -------
Income (loss) from Investment Operations:
Net investment income(1)......... $ 0.758 $ 0.740 $ 0.789 $ 0.830 $ 0.854 $ 0.886 $ 0.923 $ 0.947 $ 0.957 $ 0.996
Net realized and unrealized gain (loss)
on investments.................. 1.685 (1.580) 0.580 0.030 0.880 (0.312) 0.573 (0.130) (1.367) 1.364
-------- -------- -------- -------- ------- -------- -------- -------- -------- --------
Total income (loss) from investment
operations..................... $ 2.443 $ (0.840)$ 1.369 $ 0.860 $ 1.734 $ 0.574 $ 1.496 $ 0.817 $(0.410)$ 2.360
-------- -------- -------- -------- ------- -------- -------- -------- -------- --------
Less Distributions:
From net investment income....... $ (0.753)$ (0.740)$(0.789) $(0.830) $(0.854)$(0.884) $(0.916) $(0.947) $(1.140)$(1.000)
From net realized gain on investments -- -- (0.177) -- -- -- -- -- (0.010) (0.170)
In excess of net realized gain on
investments..................... -- -- (0.003) -- -- -- -- -- -- --
-------- -------- -------- -------- ------- -------- -------- -------- -------- --------
Total distributions........... $ (0.753)$(0.740) $(0.969) $(0.830) $(0.854)$(0.884) $(0.916) $(0.947) $(1.150)$(1.170)
-------- -------- -------- -------- ------- -------- -------- -------- -------- --------
Net asset value, end of year....... $ 13.120 $ 11.430 $ 13.010 $12.610 $12.580 $ 11.700 $ 12.010 $11.430 $11.560 $13.120
======= ======== ======== ======= ======== ======== ======= ======= ======== ========
Total Return(2).................... 21.97% (6.57%) 11.03% 7.13% 15.38% 5.29% 13.58% 7.24% (3.13%) 20.54%
Ratios/Supplemental Data:
Net assets,end of year(000 omitted)$122,762 $143,497 $ 259,513 $217,564 $ 134,728 $112,408$82,141 $31,410 $28,051 $19,278
Ratio of net expenses to average
net assets...................... 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 0.9% 0.9% 0.8% 0.9%
Ratio of net investment income to
average net assets.............. 6.2% 6.1% 6.0% 6.7% 7.2% 7.7% 7.7% 8.2% 8.2% 7.8%
Portfolio Turnover Rate.......... 50% 32% 36% 13% 56% 48% 33% 11% 120% 20%
<FN>
(1)The Principal Underwriter reduced its distribution fees during each of the
four years in the period ended December 31, 1989. The Adviser and the
Administrator also reduced their fees during the year ended December 31,
1987. Had such actions not been undertaken, the net investment income per
share and the ratios would have been as follows:
Year Ended December 31,
--------------------------------
1989 1988 1987 1986
--------------------------------
Net investment income per share.... $ 0.911 $ 0.934 $ 0.937 $ 0.981
======== ======= ======== ========
Ratios (As a percentage of average net assets):
Expenses....................... 1.0% 1.0% 1.0% 1.1%
======== ======= ======== ========
Net investment income........... 7.6% 8.1% 8.0% 7.6%
======== ======= ======== ========
(2)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT INSURED
TAX-FREE BOND FUND Year Ended December 31,
----------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year. $11.020 $ 12.170 $ 11.600 $11.330 $10.840 $ 10.870 $ 10.730 $10.660 $11.170 $10.370
-------- -------- -------- -------- ------- -------- -------- -------- -------- -------
Income from Investment Operations:
Net investment income(1)......... $ 0.531 $ 0.560 $ 0.556 $ 0.601 $ 0.614 $ 0.647 $ 0.603 $ 0.601 $ 0.594 $ 0.663
Net realized and unrealized gain (loss)
on investments.................. 0.729 (1.050) 0.570 0.270 0.492 (0.030) 0.137 0.070 (0.354) 0.807
--------- -------- ------- -------- -------- ------- -------- -------- -------- -------
Total income from investment
operations..................... $ 1.260 $ (0.490)$ 1.126 $ 0.871 $ 1.106 $ 0.617 $ 0.740 $ 0.671 $ 0.240 $1.470
-------- ---------- ------ -------- -------- ------- -------- -------- -------- -------
Less Distributions:
From net investment income...... $(0.530)$ (0.560)$ (0.556) $(0.601) $(0.616)$ (0.647)$(0.600) $(0.601)$(0.750)$(0.670)
From net realized gains......... -- (0.100) -- -- -- -- -- -- -- --
-------- --------- ------- -------- -------- ------- -------- -------- -------- -------
Total distributions........... $(0.530) $ (0.660)$ (0.556) $(0.601) $(0.616)$ (0.647) $(0.600) $(0.601)$(0.750)$(0.670)
-------- --------- ------- -------- -------- ------- -------- -------- -------- ------
Net asset value, end of year....... $11.750 $ 11.020 $ 12.170 $11.600 $11.330 $ 10.840 $ 10.870 $10.730 $10.660 $11.170
======= ======== ======== ======== ======= ======== ======== ======== ======= ==========
Total Return(3).................... 11.64% (4.08%) 9.89% 7.91% 10.50% 5.93% 7.11% 6.42% 2.26% 14.67%
Ratios/Supplemental Data:
Net assets,end of year(000 omitted)$ 9,935 $ 10,647 $18,205 $13,454 $8,396 $5,513 $ 6,989 $7,983 $ 9,440 $8,050
Ratio of net expenses to average
net assets...................... 1.0%(2) 0.9% 0.9% 0.9% 0.9% 1.0% 0.9% 0.9% 1.0% 0.9%
Ratio of net investment income to
average net assets.............. 4.6% 4.8% 4.7% 5.3% 5.6% 6.0% 5.6% 5.6% 5.5% 6.1%
Portfolio Turnover Rate.......... 8% 4% 7% 10% 2% 28% 61% 5% 16% 4%
<FN>
(1) During each of the ten years in the period ended December 31, 1995, the
operating expenses of the Fund were reduced either by a reduction of the
investment adviser fee, administrator fee, or distribution fee or through
the allocation of expenses to the Adviser, or a combination of these. Had
such actions not been undertaken, the net investment income per share and
the ratios would have been as follows:
Year Ended December 31,
----------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------------------------------------------------------------------------------------------------------------
Net investment income per share.... $ 0.513 $ 0.521 $ 0.556 $ 0.537 $ 0.528 $ 0.506 $ 0.520 $ 0.559 $ 0.610
======== ======== ======== ======= ======== ======== ======== ======== ========
Ratios (As a percentage of average net assets):
Expenses....................... 1.3% 1.1% 1.3% 1.6% 2.1% 1.8% 1.6% 1.3% 1.7%
======== ======== ======== ======== ======= ======== ======== ======== ========
Net investment income........... 4.4% 4.4% 4.9% 4.9% 4.9% 4.7% 4.9% 5.2% 5.3%
======== ======== ======== ======== ======= ======== ======== ======== ========
(2) During the year ended December 31, 1995, custodian fees were reduced by
credits resulting from cash balances that the Trust maintained with
Investors Bank & Trust Company. If these credits were considered, the ratio
of net expenses to average net assets would have been reduced to 0.9%.
(3) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</FN>
</TABLE>
<PAGE>
<TABLE>
WRIGHT CURRENT
INCOME FUND Year Ended December 31,
------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year.. $ 9.710 $ 10.750 $10.780 $10.850 $ 10.160 $ 10.090 $ 9.660 $ 9.760 $10.000
-------- -------- -------- ------- -------- -------- -------- -------- --------
Income (loss) from Investment Operations:
Net investment income(1).......... $ 0.696 $ 0.690 $ 0.728 $ 0.767 $ 0.798 $ 0.859 $ 0.870 $ 0.929 $ 0.628
Net realized and unrealized gain (loss)
on investments................... 0.955 (1.040) (0.030) (0.069) 0.690 0.080 0.440 (0.100) (0.240)
-------- -------- -------- ---------------- -------- -------- -------- --------
Total income (loss) from investment
operations...................... $ 1.651 $ (0.350) $0.698 $ 0.698 $ 1.488 $ 0.939 $ 1.310 $ 0.829 $0.388
-------- -------- -------- ---------------- -------- -------- -------- --------
Less Distributions: [4]
From net investment income........ $ (0.691)$ (0.690)$(0.728) $(0.767)$ (0.798)$(0.859) $(0.870) $(0.929) $(0.628)
From net realized gain............ -- -- -- (0.001) -- (0.010) (0.010) -- --
-------- -------- -------- -------- ------- -------- -------- -------- --------
Total distributions.............. $ (0.691)$ (0.690)$(0.728) $(0.768) $(0.798) $(0.869) $(0.880)$(0.929) $(0.628)
--------- -------- ------- -------- -------- -------- -------- ------- ---------
Net asset value, end of year........ $ 10.670 $ 9.710 $10.750 $10.780 $10.850 $10.160 $10.090 $ 9.660 $ 9.760
======== ======= ======= ======== ======== ======== ======== ======== ========
Total Return(5)..................... 17.46% (3.30%) 6.59% 6.73% 15.31% 9.85% 14.15% 8.71% 4.06%
Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $66,345 $84,178 $115,158 $99,676 $65,700 $ 7,601 $13,925 $10,990 $5,435(3)
Ratio of net expenses to average net assets 0.9% 0.8% 0.8% 0.9% 0.9% 0.9% 0.9% 0.0% 0.0%(3)
Ratio of net investment income to
average net assets............... 6.8% 6.9% 6.7% 7.2% 7.6% 8.6% 8.8% 9.5% 9.2%
Portfolio Turnover Rate........... 26% 10% 4% 13% 5% 10% 15% 12% 2%
<FN>
(1) During each of the five years in the period ended December 31, 1991, the
operating expenses of the Fund were reduced either by a reduction of the
investment adviser fee, administrator fee, or distribution fee or through
the allocation of expenses to the Adviser, or a combination of these. Had
such actions not been undertaken, the net investment income per share and
the ratios would have been as follows:
Year Ended December 31,
------------------------------------------
1991 1990 1989 1988 1987(2)
------- ------- --------- ------- -------
Net investment income per share.... $ 0.787 $ 0.809 $ 0.821 $ 0.807 $ 0.524
======== ======= ======== ======== ======
Ratios (As a percentage of average net assets):
Expenses....................... 1.0% 1.4% 1.4% 1.8% 1.8%(3)
======== ======== ====== ======== ========
Net investment income........... 7.5% 8.1% 8.3% 7.7% 7.4%(3)
======== ======== ====== ======== ========
(2) Period from April 15, 1987 (commencement of operations) to December 31, 1987.
(3) Computed on an annualized basis.
(4) Includes distribution in excess of net investment income of $.00013 per share.
(5) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each year reported. Dividends and distributions, if any, are assumed to be
reinvested at the net asset value on the record date.
</FN>
</TABLE>
<PAGE>
THE FUNDS AND THEIR
INVESTMENT OBJECTIVES AND POLICIES
Each Fund's investment objective is to provide a high level of return consistent
with the quality standards and average maturity for such Fund. Each Fund seeks
to achieve its objective through the investment policies described below. Except
as otherwise indicated, the investment objectives have not been identified as
fundamental and the objectives and policies of each Fund may be changed by the
Trust's Trustees without a vote of the Fund's shareholders. Any such change of
the investment objective of a Fund will be preceded by thirty days advance
notice to each shareholder of such Fund. If such changes were made, the Funds
might have investment objectives different from the objectives which an investor
considered appropriate at the time the investor became a shareholder in the
Fund.
There is no assurance that any of the Funds will achieve its investment
objective. The market prices of securities held by the Funds will vary inversely
with interest rate changes, which will cause the net asset value of each Fund's
shares to fluctuate.
WRIGHT U.S. TREASURY FUND (WUSTB). WUSTB invests in U.S. Treasury bills, notes
and bonds. Under normal market conditions, the Fund will invest substantially
all, but in any case at least 65%, of its net assets in such U.S. Treasury
obligations and in repurchase agreements with respect to such obligations. The
Fund will not invest in mortgage-related securities.
WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB). WNTB invests in U.S. Treasury
obligations with an average weighted maturity of less than five years. This Fund
is designed to appeal to the investor seeking a high level of income that is
normally somewhat less variable and normally somewhat higher than that available
from short-term U.S. Treasury money market securities and who is also seeking to
limit fluctuation of capital (i.e., compared with longer term U.S. Treasury
securities). Portfolio securities will consist entirely of U.S. Treasury
obligations, such as U.S. Treasury bills, notes and bonds.
WRIGHT TOTAL RETURN BOND FUND (WTRB). WTRB invests in bonds or other debt
securities of high quality selected by the Investment Adviser with an average
weighted maturity that, in the Investment Adviser's judgment, produces the best
total return, i.e., the highest total of ordinary income plus capital
appreciation. Accordingly, investment selections may differ depending on the
particular phase of the interest rate cycle. Assets of this Fund may be invested
in U.S. Government and agency obligations, certificates of deposit of federally
insured banks and corporate obligations rated at the date of investment "A" or
better (high grade) by Standard & Poor's Ratings Group ("Standard & Poor's") or
by Moody's Investors Service, Inc. ("Moody's") or, if not rated by such rating
organizations, of comparable quality as determined by Wright pursuant to
guidelines established by the Trust's Trustees. In any case, they must also meet
Wright Quality Rating Standards.
WRIGHT INSURED TAX FREE BOND FUND (WTFB). WTFB invests primarily in high-grade
municipal bonds and other high-grade, long-term debt securities that provide
current interest income exempt from regular Federal income tax. In addition to
meeting the Investment Adviser's quality standards, such securities will be
rated A or better by Standard & Poor's or Moody's or, if not rated by such
rating organizations, be of at least comparable quality as determined by the
Investment Adviser.
During normal market conditions the Fund will invest at least 80% of the
value of its total assets in municipal securities the interest on which is
exempt from regular Federal income tax; in addition, under normal market
conditions, at least 65% of the Fund's investments will consist of municipal
securities that are covered by insurance guaranteeing the timely payment of
principal and interest. This is a
<PAGE>
fundamental investment policy which may be
changed only by the vote of a majority of the Fund's outstanding voting
securities. (For information on the insurance coverage for the Fund's
securities, see "Portfolio Insurance" on page 13.) Such municipal securities are
described under "Special Investment Considerations" below and normally will not
include certain "private activity" obligations, the interest on which is a tax
preference item that could subject shareholders to or increase their liability
for the Federal alternative minimum tax.
For temporary defensive purposes the Fund may invest more than 20% of its
net assets in taxable securities, as also described under "Special Investment
Considerations," and may invest more than 35% of its assets in securities that
are not covered by insurance. The Fund may also invest up to 20% of its net
assets in such "private activity" obligations and taxable securities (1) if, in
the Investment Adviser's opinion, investment considerations make it advisable to
do so, (2) to meet temporary liquidity requirements, and (3) during the period
between a commitment to purchase municipal bonds and the settlement date of such
purchase.
Rather than simply hold a fixed portfolio of bonds, the Investment Adviser
will attempt to take advantage of opportunities in the marketplace to achieve a
higher total return (i.e., the combination of income and capital performance
over the long term) when such action is not inconsistent with the objective of
providing a high level of tax-free income. The Fund will have an average
weighted maturity that, in the Investment Adviser's judgment, produces the best
compromise between return and stability of principal. Distributions of the
Fund's annual interest income from its tax-exempt securities will generally be
exempt from regular federal income tax. Distributions exempt from regular
federal income tax may not be exempt from the federal alternative minimum tax or
from state or local taxes, and distributions, if any, made from realized capital
gains or other taxable income will be subject to federal, state and local taxes
where applicable. In addition, the market prices of municipal bonds, like those
of taxable debt securities, vary inversely with interest rate changes. As a
result, the Fund's net asset value per share can be expected to fluctuate and
shareholders may receive more or less than the purchase price for shares which
they redeem.
The Fund intends all municipal securities in which it invests will be
covered by insurance guaranteeing the timely payment of principal and interest.
The insurance covering municipal securities in the Fund's portfolio may be
provided (i) under a "new issue" insurance policy obtained by the issuer or
underwriter of a municipal security, (ii) under a "secondary market" policy
purchased by the Fund with respect to a municipal security or (iii) under a
portfolio insurance policy maintained by the Fund. These forms of insurance,
which are more fully described below under "Portfolio Insurance", are available
from a number of insurance companies. The Fund will only acquire insurance from,
and purchase municipal securities insured by, companies whose claims paying
ability is rated AAA or Aaa at the time of purchase. Changes in the financial
condition of an insurer could result in a subsequent reduction or withdrawal of
such rating. In each case, such insurance policies guarantee only the timely
payment of principal and interest on the insured municipal security. Market
value, which may fluctuate due to changes in interest rates or factors affecting
the credit of the issuer or the insurer, is not insured.
WRIGHT CURRENT INCOME FUND (WCIF). WCIF invests primarily in debt obligations
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, mortgage-related securities of governmental or corporate
issuers and corporate debt securities. The U.S. Government securities in which
the Fund may invest include direct obligations of the U.S. Government, such as
bills, notes, and bonds issued by the U.S. Treasury; obligations of U.S.
Government agencies and instrumentalities secured by the full faith and credit
of the U.S. Treasury, such as securities of the Government National Mortgage
Association (GNMA) or the Export-Import Bank; obligations secured
<PAGE>
by the right
to borrow from the U.S. Treasury, such as securities issued by the Federal
Financing Bank or the Student Loan Marketing Association; and obligations backed
only by the credit of the government agency itself, such as securities of the
Federal Home Loan Bank, the Federal National Mortgage Association (FNMA) and the
Federal Home Loan Mortgage Corporation (FHLMC).
The Fund may invest in mortgage-related securities issued by certain of the
agencies or federally chartered corporations listed above. These include
mortgage-backed securities of GNMA, FNMA and FHLMC, debentures and short-term
notes issued by FNMA and collateralized mortgage obligations issued by FHLMC.
WCIF expects to concentrate its investments in Ginnie Mae pass-through
securities guaranteed by the Government National Mortgage Association (GNMA or
Ginnie Mae). These securities are backed by a pool of mortgages which pass
through to investors the principal and interest payments of homeowners. Ginnie
Mae guarantees that investors will receive timely principal payments even if
homeowners do not make their mortgage payments on time. See "Special Investment
Considerations -- Mortgage-Related Securities" below.
The corporate debt securities in which the Fund may invest include
commercial paper and other short-term instruments rated A-1 by Standard & Poor's
or P-1 by Moody's. The Fund may invest in unrated debt securities if these are
determined by Wright pursuant to guidelines established by the Trust's Trustees
to be of a quality comparable to that of the rated securities in which the Fund
may invest. All of the corporate debt securities purchased by the Fund must meet
Wright Quality Rating Standards.
The Fund may enter into repurchase agreements with respect to any
securities in which it may invest.
OTHER INVESTMENT POLICIES
The Trust has adopted certain fundamental investment restrictions which are
enumerated in detail in the Statement of Additional Information and which may be
changed as to a Fund only by the vote of a majority of the Fund's outstanding
voting securities. Among these restrictions, the Trust may not borrow money in
excess of 1/3 of the current market value of the net assets of a Fund (excluding
the amount borrowed), invest more than 5% of a Fund's total assets taken at
current market value in the securities of any one issuer, allow a Fund to
purchase more than 10% of the voting securities of any one issuer or invest 25%
or more of a Fund's total assets in the securities of issuers in the same
industry. There is, however, no limitation in respect to investments in
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. None of the Funds has any current intention of borrowing for
leverage or speculative purposes.
The Trust may, with respect to WTFB, invest more than 25% of the total
assets of the Fund in municipal securities of one of more issuers of the
following types: public housing authorities; state and local housing finance
authorities; and municipal utilities systems, provided that they are secured or
backed by the U.S. Treasury or other U.S. Government agencies or by any agency,
insurance company, bank or other financial organization acceptable to the
Trust's Trustees. There could be economic, business or political developments
which might affect all municipal securities of a similar type. However, the
Trust believes that the most important consideration affecting risk is the
quality of municipal securities and/or the creditworthiness of any guarantor
thereof.
None of the Funds is intended to be a complete investment program, and the
prospective investor should take into account his objectives and other
investments when considering the purchase of any Fund's shares. The Funds cannot
eliminate risk or assure achievement of their objectives.
SPECIAL INVESTMENT CONSIDERATIONS
REPURCHASE AGREEMENTS. Each of the Funds may enter into repurchase agreements to
the extent permitted by its
<PAGE>
investment policies. A repurchase agreement is an
agreement under which the seller of securities agrees to repurchase and the Fund
agrees to resell the securities at a specified time and price. A Fund may enter
into repurchase agreements only with large, well-capitalized banks or government
securities dealers that meet Wright credit standards. In addition, such
repurchase agreements will provide that the value of the collateral underlying
the repurchase agreement will always be at least equal to the repurchase price,
including any accrued interest earned under the repurchase agreement. In the
event of a default or bankruptcy by a seller under a repurchase agreement, the
Fund will seek to liquidate such collateral. However, the exercise of the right
to liquidate such collateral could involve certain costs, delays and
restrictions and is not ultimately assured. To the extent that proceeds from any
sale upon a default of the obligation to repurchase are less than the repurchase
price, the Fund could suffer a loss.
DEFENSIVE INVESTMENTS. During periods of unusual market conditions, when Wright
believes that investing for temporary defensive purposes is appropriate, all or
a portion of each Fund's assets may be held in cash or invested in short-term
obligations. Short-term obligations that may be held by WTRB, WTFB and WCIF
include but are not limited to short-term obligations issued or guaranteed as to
interest and principal by the U.S. Government or any agency or instrumentality
thereof (including repurchase agreements collateralized by such securities);
commercial paper which at the date of investment is rated A-1 by Standard &
Poor's or P-1 by Moody's, or, if not rated by such rating organizations, is
deemed by Wright pursuant to procedures established by the Trustees to be of
comparable quality; short-term corporate obligations and other debt instruments
which at the date of investment are rated AA or better by Standard & Poor's or
Aa or better by Moody's or, if unrated by such rating organizations, are deemed
by Wright pursuant to procedures established by the Trustees to be of comparable
quality; and certificates of deposit, bankers' acceptances and time deposits of
domestic banks which are determined to be of high quality by Wright pursuant to
procedures established by the Trustees. The Funds may invest in instruments and
obligations of banks that have other relationships with the Funds, Wright or
Eaton Vance. No preference will be shown towards investing in banks which have
such relationships.
MUNICIPAL SECURITIES. Municipal securities in which the WTFB may invest include
municipal notes and municipal bonds. Municipal notes are generally used to
provide for short-term capital needs and generally have maturities of one year
or less. Municipal bonds include general obligation bonds, which are secured by
the issuer's pledge of its faith, credit and taxing power for payment of
principal and interest, and revenue bonds, which are generally paid from the
revenues of a particular facility or a specific excise tax or other source.
PORTFOLIO INSURANCE. The three types of insurance are "new issue" insurance,
portfolio insurance and "secondary market" insurance. WTFB will obtain a
portfolio insurance policy which would guarantee payment of principal and
interest on eligible municipal securities owned by WTFB which are not otherwise
insured by "new issue" insurance or "secondary market" insurance and which would
therefore require insurance coverage under WTFB's investment policies. Under a
portfolio policy, the insurer may from time to time establish criteria for
determining municipal securities eligible for insurance. WTFB will not purchase
a municipal security which is not eligible for coverage under a portfolio policy
unless the municipal security is otherwise insured.
Unlike "new issue" insurance, which continues in force for the life of the
security, a municipal security will be entitled to the benefit of insurance
under a portfolio policy only so long as WTFB owns the security. If WTFB sells
the security, the insurance protection ends. As a result, the Trust will
generally not attribute any value to portfolio insurance in valuing WTFB's
investments. However, if any
<PAGE>
municipal security is in default or presents a
material risk of default, the Trust intends to continue to hold the security in
its portfolio and to place a value on the insurance protection. Thus, the
Investment Adviser's ability to manage the portfolio of WTFB or to obtain
portfolio insurance from other insurers may be limited to the extent that it
holds defaulted municipal securities. Portfolio insurance cannot be cancelled by
the insurer with respect to any municipal security already held by WTFB except
for non-payment of premiums. However, there is no assurance that portfolio
insurance will be available at reasonable premium rates. WTFB may at times
purchase "secondary market" insurance on municipal securities which it holds or
acquires. Like "new issue" insurance, this insurance continues in force for the
life of the municipal security for the benefit of any holder of the security.
The purchase of secondary market insurance would be reflected in the market
value of the municipal security and, if available, may enable WTFB to dispose of
a defaulted security at a price similar to that of comparable, undefaulted
securities.
Insurance premiums paid by WTFB for portfolio insurance would be treated as
an expense of WTFB, reducing WTFB's net investment income. While the amount of
premiums depends on the composition of WTFB's portfolio, WTFB estimates that, at
current rates, its annual premium expense for portfolio insurance, if purchased,
would range from 0.1% to 0.5% of that portion of WTFB's assets covered by such
insurance. Premiums paid, however, for secondary market insurance would be
treated as capital costs, increasing WTFB's cost basis in its investments and
reducing its effective yield. During the year ended December 31, 1995, WTFB did
not incur any insurance premiums.
MORTGAGE-RELATED SECURITIES. WTRB and WCIF may invest in mortgage-related
securities, including collateralized mortgage obligations ("CMOs") and other
derivative mortgage-related securities. These securities will either be issued
by the U.S. Government or one of its agencies or instrumentalities or, if
privately issued, supported by mortgage collateral that is insured, guaranteed
or otherwise backed by the U.S. Government or its agencies or instrumentalities.
THE FUNDS DO NOT INVEST IN THE RESIDUAL CLASSES OF CMOS, STRIPPED
MORTGAGE-RELATED SECURITIES, LEVERAGED FLOATING RATE INSTRUMENTS OR INDEXED
SECURITIES.
Mortgage-related securities represent participation interests in pools of
adjustable and fixed mortgage loans. Unlike conventional debt obligations,
mortgage-related securities provide monthly payments derived from the monthly
interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans. The mortgage loans underlying
mortgage-related securities are generally subject to a greater rate of principal
prepayments in a declining interest rate environment and to a lesser rate of
principal prepayments in an increasing interest rate environment. Under certain
interest and prepayment rate scenarios, a Fund may fail to recover the full
amount of its investment in mortgage-related securities purchased at a premium,
notwithstanding any direct or indirect governmental or agency guarantee. The
Fund may realize a gain on mortgage-related securities purchased at a discount.
Since faster than expected prepayments must usually be invested in lower
yielding securities, mortgage-related securities are less effective than
conventional bonds in "locking in" a specified interest rate. Conversely, in a
rising interest rate environment, a declining prepayment rate will extend the
average life of many mortgage-related securities. Extending the average life of
a mortgage-related security increases the risk of depreciation due to future
increases in market interest rates.
A Fund's investments in mortgage-related securities may include
conventional mortgage pass-through securities and certain classes of multiple
class CMOs. Senior CMO classes will typically have priority over residual CMO
classes as to the receipt of principal and/or interest payments on the
underlying mortgages. The CMO classes in which a Fund may invest include
sequential and parallel pay CMOs, including planned amortization class ("PAC")
and target amortization class ("TAC") securities.
<PAGE>
Different types of mortgage-related securities are subject to different
combinations of prepayment, extension, interest rate and/or other market risks.
Conventional mortgage pass-through securities and sequential pay CMOs are
subject to all of these risks, but are typically not leveraged. PACs, TACs and
other senior classes of sequential and parallel pay CMOs involve less exposure
to prepayment, extension and interest rate risk than other mortgage-related
securities, provided that prepayment rates remain within expected prepayment
ranges or "collars."
THE INVESTMENT ADVISER
Each Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its
investment adviser pursuant to an Investment Advisory Contract. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright), Wright,
acting under the general supervision of the Trust's Trustees, furnishes each
Fund with investment advice and management services. Winthrop supervises
Wright's performance of this function and retains its contractual obligations
under its Investment Advisory Contract with each Fund. The address of both
Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The
Trustees of the Trust are responsible for the general oversight of the conduct
of the Funds' business.
Wright is a leading independent international investment management and
advisory firm which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 150 people includes a highly respected team of 65
economists, investment experts and research analysts. Wright manages assets for
bank trust departments, corporations, unions, municipalities, eleemosynary
institutions, professional associations, institutional investors, fiduciary
organizations, family trusts and individuals as well as mutual funds. Wright
operates one of the world's largest and most complete databases of financial
information on 13,000 domestic and international corporations. At the end of
1995, Wright managed approximately $4 billion of assets.
Under the Fund's Investment Advisory Contract, each Fund is required to pay
Winthrop a monthly advisory fee calculated at the annual rates (as a percentage
of average daily net assets) set forth in the table below. Effective February 1,
1996, Winthrop will cause the Funds to pay to Wright the entire amount of the
advisory fee payable by each Fund under its Investment Advisory contract with
Winthrop. The following table also lists each Fund's aggregate net asset value
at December 31, 1995 and the advisory fee rate paid for the fiscal year ended
December 31, 1995.
ANNUAL % ADVISORY FEE RATES
$100 Mil. $250 Mil. $500 Mil.
Under to to to Over
$100 Mil. $250 Mil. $500 Mil. $1 Bil. $1 Bil.
- ---------------------------------------------------------
0.40% 0.46% 0.42% 0.38% 0.33%
- ---------------------------------------------------------
Aggregate Net Assets Fee Rate for the
at Fiscal Year Ended
12/31/95 12/31/95
- -------------------------------------------------------------
WUSTB $ 15,156,244 0.40%(1)
WNTB 143,599,834 0.43%
WTRB 122,761,602 0.41%
WTFB 9,934,695 0.40%(2)
WCIF 66,345,173 0.40%
- -------------------------------------------------------------
(1) To enhance the net income of the Fund, Wright made a reduction of its
advisory fee in the amount of $17,515 or from 0.40% to 0.29%.
(2) To enhance the net income of the Fund, Wright made a reduction of its
advisory fee in the full amount (from 0.40% to 0%) and was allocated $927 of
expenses related to the operation of the Fund.
Shareholders of the Funds who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Funds.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients and at the same time, as a shareholder in a Fund, bear its
share of the advisory fee paid by the Fund to Wright as described above.
<PAGE>
Pursuant to the Investment Advisory Contract, Wright also furnishes for the
use of each Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of each Fund. Each Fund is responsible
for the payment of all expenses relating to its operations other than those
expressly stated to be payable by Wright under its Investment Advisory Contract.
Wright places the portfolio security transactions for each Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute the Funds' portfolio security transactions
on the most favorable terms and in the most effective manner possible. Subject
to the foregoing, Wright may consider sales of shares of the Funds or of other
investment companies sponsored by Wright as a factor in the selection of
broker-dealer firms to execute such transactions.
An Investment Committee of six senior officers, all of whom are experienced
analysts, exercises disciplined direction and control over all investment
selections, policies and procedures for each Fund. The Committee, following
highly disciplined buy-and-sell rules, makes all decisions for the selection,
purchase and sale of all securities. The members of the Committee are as
follows:
JOHN WINTHROP WRIGHT, Chairman of the Investment Committee, Chairman and
Chief Executive Officer of Wright. AB Amherst College. Before founding Wright in
1960, Mr. Wright was treasurer, St. John's College; Commander, USNR; Executive
Vice President, Standard Air Services; President, Wright Power Saw & Tool Corp.;
Senior Partner, Andris Trubee & Co. (financial consultants); and Chairman,
Rototiller, Inc. Mr. Wright has frequently been interviewed on radio and
television in the United States and Europe and his published investment and
financial writings are widely quoted. His testimony has often been requested by
various House and Senate Committees of the Congress on matters concerning
monetary policy and taxes. He participated in the 1974 White House Financial
Summit on Inflation and the 1980 Congressional Economic Conference. He is a
director of the Center for Financial Studies and a member of the Board of
Visitors of the School of Business at Fairfield University, a fellow of the
University of Bridgeport Business School and a Trustee of the Institutes for the
Development of Human Potential in Philadelphia. He is also a member of the New
York Society of Security Analysts.
JUDITH R. CORCHARD, Vice Chairman of the Investment Committee, Executive
Vice President-Investment Management of Wright. Ms. Corchard attended the
University of Connecticut and joined Wright in 1960. She is a member of the New
York Society of Security Analysts and the Hartford Society of Financial
Analysts.
PETER M. DONOVAN, CFA, President of Wright. Mr. Donovan received a BA
Economics, Goddard College and joined Wright from Jones, Kreeger & Co.,
Washington, DC in 1966. Mr. Donovan is the president of The Wright Managed Blue
Chip Series Trust, The Wright Managed Income Trust, The Wright Managed Equity
Trust and The Wright EquiFund Equity Trust. He is also director of EquiFund -
Wright National Equity Fund, a Luxembourg SICAV. He is a member of the New York
Society of Security Analysts and the Hartford Society of Financial Analysts.
JATIN J. MEHTA, CFA, Executive Counselor and Director of Education of
Wright. Mr. Mehta received a BS Civil Engineering, University of Bombay, India
and an MBA from the University of Bridgeport. Before joining Wright in 1969, Mr.
Mehta was an executive of the Industrial Credit Investment Corporation of India,
a World Bank agency in India for financial assistance to private industry. He is
a Trustee of The Wright Managed Blue Chip Series Trust. He is a member of the
New York Society of Security Analysts and the Hartford Society of Financial
Analysts.
<PAGE>
HARIVADAN K. KAPADIA, CFA, Senior Vice President - Investment Analysis and
Information of Wright. Mr.Kapadia received a BA (hon.) Economics and Statistics
and MA Economics, University of Baroda, India and an MBA from the University of
Bridgeport. Before joining Wright in 1969, Mr. Kapadia was Assistant Lecturer at
the College of Engineering and Technology in Surat, India and Lecturer, B.J. at
the College of Commerce & Economics, VVNagar, India. He has published the
textbooks: "Elements of Statistics," "Statistics," "Descriptive Economics," and
"Elements of Economics." He was appointed Adjunct Professor at the Graduate
School of Business, Fairfield University in 1981. He is a member of the New York
Society of Security Analysts and the Hartford Society of Financial Analysts.
MICHAEL F. FLAMENT, CFA, Senior Vice President - Investment and Economic
Analysis of Wright. Mr. Flament received a BS Mathematics, Fairfield University;
MA Mathematics, University of Massachusetts and an MBA Finance, University of
Bridgeport. He is a member of the New York Society of Security Analysts and the
Hartford Society of Financial Analysts.
Wright is also the investment adviser to the other funds in The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds").
THE ADMINISTRATOR
The Trust engages Eaton Vance as its administrator under an Administration
Agreement. Under the Administration Agreement, Eaton Vance is responsible for
managing the legal and business affairs of each Fund, subject to the supervision
of the Trust's Trustees. Eaton Vance's services include recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of the custodian and transfer agent,
providing assistance in connection with the Trustees' and shareholders' meetings
and other administrative services necessary to conduct each Fund's business.
Eaton Vance will not provide any investment management or advisory services to
the Funds. For its services under the Administration Agreement, Eaton Vance
receives monthly administration fees at the annual rates (as a percentage of
average daily net assets) as follows:
ANNUAL % ADMINISTRATION FEE RATES
$100 Mil. $250 Mil..
Under to to Over
$100 Mil. $250 Mil. $500 Mil. $500 Mil.
- ---------------------------------------------------------
0.10% 0.04% 0.03% 0.02%
- ---------------------------------------------------------
For the fiscal year ended December 31, 1995, each Fund paid administration fees
(as an annualized percentage of average dialy net assets) as follows: WUSTB
(0.10%); WNTB (0.07%); WTRB (0.09%); WTFB (0.10%) and WCIF (0.10%).
Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. In addition to acting as the administrator of the Funds,
Eaton Vance or its affiliates act as investment adviser to investment companies
and various individual and institutional clients with assets under management of
approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp. ("EVC"), a publicly held holding company. EVC, through its
subsidiaries and affiliates, engages in investment management and marketing
activities, oil and gas operations, real estate investment consulting and
management and the development of precious metals properties.
<PAGE>
DISTRIBUTION EXPENSES
In addition to the fees and expenses payable by each Fund in accordance with its
Investment Advisory Contract and Administration Agreement, each Fund pays for
certain expenses pursuant to a Distribution Plan (the "Plans") as adopted by the
Trust and designed to meet the requirements of Rule 12b-1 under the 1940 Act and
Article III, Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD").
The Trust's Plan provides that monies may be spent by a Fund on any
activities primarily intended to result in the sale of the Fund's shares,
including, but not limited to, compensation paid to and expenses incurred by
officers, Trustees, employees or sales representatives of the Trust, including
telephone expenses, the printing of prospectuses and reports for other than
existing shareholders, preparation and distribution of sales literature, and
advertising of any type. The expenses covered by the Trust's Plan may include
payments to any separate distributors under agreement with the Trust for
activities primarily intended to result in the sale of the Trust's shares.
The Trust has entered into a distribution contract with Wright Investors'
Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a
wholly-owned subsidiary of Wright. Under the Plan, it is intended that each Fund
will pay 2/10 of 1% of its average daily net assets to WISDI. Subject to the
2/10 of 1% per annum limitation imposed by the Plans, each Fund may pay
separately for expenses of any other activities primarily intended to result in
the sale of its shares.
The Principal Underwriter may use the distribution fee for its expenses of
distributing each Fund's shares, including allocable overhead expenses. Any
distribution expenses exceeding the amounts paid by the Funds to the Principal
Underwriter were not incurred by the Principal Underwriter but were paid by
Wright from its own assets. Distribution expenses not specifically attributable
to a particular Fund are allocated among the Funds based on the amount of sales
of each Fund's shares resulting from the Principal Underwriter's distribution
efforts and expenditures. If the distribution fee exceeds the Principal
Underwriter's expenses, the Principal Underwriter may realize a profit from
these arrangements. The Trust's Plan is a compensation plan. If the Plan is
terminated, the Funds will stop paying the distribution fee and the Trustees
will consider other methods of financing the distribution of the Funds' shares.
For the fiscal year ended December 31, 1995, each Fund made distribution expense
payments (as an annualized percentage of average daily net assets as follows:
WUSTB (0.00%); WNTB (0.20%);WTRB (0.20%); WTFB (0.00%) and WCIF (0.20%). For
WUSTB and WTFB, WISDI reduced its fee in the full amount.
HOW THE FUNDS VALUE THEIR SHARES
The net asset value of each Fund is determined by Investors Bank & Trust Company
("IBT"), the Funds' custodian (as agent for the Funds), in the manner authorized
by the Trustees of the Trust. Briefly, this determination is made as of the
close of regular trading (presently at 4:00 P.M.) on the New York Stock Exchange
(the "Exchange") each day on which the Exchange is open for trading. The net
asset value per share is determined by dividing the number of outstanding shares
of the par- ticular Fund into its net worth (the excess of the Fund's assets
over its liabilities). Securities of the various Funds for which market
quotations are readily available are valued at current market value. These
valuations are furnished to the Funds by a pricing service. Valuations of
securities for which quotations are not readily available are determined in good
faith by or at the direction of the Trust's Trustees.
<PAGE>
HOW TO BUY SHARES
Shares of each Fund are sold without a sales charge at the net asset value next
determined after the receipt of a purchase order as described below. The minimum
initial investment per Fund is $1,000, although this will be waived for
investments in 401(k) tax-sheltered retirement plans or for Bank Draft Investing
accounts, which may be established with an investment of $50 or more. There is
no minimum amount required for subsequent purchases, except that subsequent
investments for Bank Draft Investing accounts must be at least $50. Each Fund
reserves the right to reject any order for the purchase of its shares or to
limit or suspend, without prior notice, the offering of its shares.
Shares of each Fund may be purchased or redeemed through an investment
dealer, bank or other institution. Charges may be imposed by the institution for
its services. Any such charges could constitute a material portion of a smaller
account. Shares may be purchased or redeemed directly from or with each Fund
without imposition of any charges other than those described in this Prospectus.
BY WIRE: Investors may purchase shares by transmitting immediately available
funds (Federal Funds) by wire to:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: (Name of Fund)
(Include your Fund account number)
Initial purchase -- Upon making an initial investment by wire, an investor
must first telephone the Order Department of the Funds at (800) 225-6265, ext.
3, to advise of the action and to be assigned an account number. If this
telephone call is not made, it may not be possible to process the order
promptly. In addition, an Account Instructions form, which is available through
WISDI, should be promptly forwarded to First Data Investor Services Group (the
"Transfer Agent") at the following address:
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
Subsequent Purchases -- Additional investments may be made at any time
through the wire procedure described above. The Funds' Order Department must be
immediately advised by telephone at (800) 225-6265, ext. 3, of each transmission
of funds by wire.
BY MAIL: Initial Purchases -- The Account Instructions form available
through WISDI should be completed by an investor, signed and mailed with a
check, Federal Reserve Draft, or other negotiable bank draft, drawn on a U.S.
bank and payable in U.S. dollars, to the order of the Fund whose shares are
being purchased, as the case may be, and mailed to the Transfer Agent at the
above address.
Subsequent Purchases -- Additional purchases may be made at any time by an
investor by check, Federal Reserve draft, or other negotiable bank draft, drawn
on a U.S. bank and payable in U.S. dollars, to the order of the relevant Fund at
the above address. The sub-account, if any, to which the subsequent purchase is
to be credited should be identified together with the sub-account number and,
unless otherwise agreed, the name of the sub-account.
BANK DRAFT INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made through the shareholder's checking account via bank
draft each month or quarter. The $1,000 minimum initial investment
<PAGE>
and small
account redemption policy are waived for Bank Draft Investing accounts.
PURCHASE THROUGH EXCHANGE OF SECURITIES: Investors wishing to purchase
shares of a Fund through an exchange of portfolio securities should contact
WISDI to determine the acceptability of the securities and make the proper
arrangements. The shares of a Fund may be purchased, in whole or in part, by
delivering to the Fund's custodian securities that meet the investment objective
and policies of the Fund, have readily ascertainable market prices and
quotations and which are otherwise acceptable to the Investment Adviser and the
Fund. The Trust will only accept securities in exchange for shares of the Funds
for investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser, WISDI and the Funds reserve
the right to reject all or any part of the securities offered in exchange for
shares of a Fund. An investor who wishes to make an exchange should furnish to
WISDI a list with a full and exact description of all of the securities which he
proposes to deliver. WISDI or the Investment Adviser will specify those
securities which the Fund is prepared to accept and will provide the investor
with the necessary forms to be completed and signed by the investor. The
investor should then send the securities, in proper form for transfer, with the
necessary forms to the Fund's custodian and certify that there are no legal or
contractual restrictions on the free transfer and sale of the securities.
Exchanged securities will be valued at their fair market value as of the date
that the securities in proper form for transfer and the accompanying purchase
order are both received by the Trust, using the procedures for valuing portfolio
securities as described under "How the Funds Value their Shares" on page 18.
However, if the NYSE or appropriate foreign stock exchange is not open for
unrestricted trading on such date, such valuation shall be on the next day on
which such Exchange is so open. The net asset value used for purposes of pricing
shares sold under the exchange program will be the net asset value next
determined following the receipt of both the securities offered in exchange and
the accompanying purchase order. Securities to be exchanged must have a minimum
aggregate value of $5,000. An exchange of securities is a taxable transaction
which may result in realization of a gain or loss for federal and state income
tax purposes.
HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED
Upon the initial purchase of a Fund's shares, an account will be opened for the
account or sub-account of an investor. Subsequent investments may be made at any
time by mail to the Transfer Agent or by wire, as noted above. Distributions
paid in additional shares are credited monthly to the accounts. Confirmation
statements indicating total shares of each Fund owned in the account or each
sub-account will be mailed to investors quarterly and at the time of each
purchase or redemption. The issuance of shares will be recorded on the books of
the relevant Fund. The Trust does not issue share certificates.
DISTRIBUTIONS BY THE FUNDS
Any net investment income earned by the Funds will be declared daily as a
dividend to shareholders of record at the time of declaration. Such dividends
will be distributed to shareholders monthly and will be reinvested in additional
shares of the same Fund unless the shareholder elects to receive the dividends
in cash. Dividends to be reinvested will be reinvested as of the first business
day of the month following their declaration. Dividends paid in cash will
normally be mailed on the second business day of the month following their
declaration. Net investment income will consist of interest accrued and discount
earned, if any, less any accrued estimated expenses subsequent to the prior
calculation of net income, if any, on the assets of the Fund. Distributions of
net short-term and long-term capital gains of each Fund (reduced by any
available capital loss carryforwards from prior years) will be made at least
annually.
<PAGE>
TAXES
Each Fund is treated as a separate entity for federal income tax purposes under
the Internal Revenue Code of 1986, as amended (the "Code"). Each Fund has
qualified and elected to be treated as a regulated investment company for
federal income tax purposes and intends to continue to qualify as such. In order
to so qualify, each Fund must meet certain requirements with respect to sources
of income, diversification of assets, and distributions to shareholders. Each
Fund does not pay federal income or excise taxes to the extent that it
distributes to its shareholders all of its net investment income and net
realized capital gains in accordance with the timing requirements of the Code.
In addition, none of the Funds will be subject to income, corporate excise or
franchise taxes in Massachusetts as long as it qualifies as a regulated
investment company under the Code.
In order to avoid federal excise tax, the Code requires that each Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses (after reduction by any available capital loss
carryforwards) for the one-year period ending on October 31 of such year or, at
the election of a Fund with a taxable year ending on December 31, for such
taxable year and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund paid no federal income tax.
Net realized capital gains of each Fund for a given taxable year are
computed by taking into account any capital loss carryforward of the Fund. As of
December 31, 1995, the Funds, for federal income tax purposes, had capital loss
carryovers of $434,300 (WUSTB), $21,682,260 (WNTB), $914,103 (WCIF) and
$1,472,119 (WTRB) which will reduce each of the aforementioned Fund's taxable
income arising from future net realized gain on investments, if any, to the
extent permitted by the Code, and thus will reduce the amount of the
distribution to shareholders which would otherwise be necessary to relieve each
of the aforementioned Funds of liability for federal income tax.
TAXABLE FUNDS. For federal income tax purposes, distributions derived from
ordinary income and net short-term capital gains of WUSTB, WNTB, WTRB and WCIF
Funds (the "Taxable Funds") are taxable to the shareholders as ordinary income
whether a shareholder elects to have these dividends reinvested in additional
shares or paid in cash. Distributions derived from net long-term capital gains
are taxable as long-term capital gains, whether reinvested or paid in cash, and
regardless of the length of time a shareholder has owned shares of the Fund. A
portion of certain distributions on shares of the Taxable Funds received shortly
after their purchase, although in effect a return of a portion of the purchase
price, may be subject to federal income tax.
Since it is anticipated that virtually all of the ordinary income from each
of the Taxable Funds will be derived from interest income rather than dividends,
it is unlikely that any portion of the dividends paid by any of the Taxable
Funds will be eligible for the dividends received deduction for corporations.
Distributions made by the Taxable Funds will generally be subject to state
and local income taxes. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the extent a Fund's
distributions are derived from interest on (or, in the case of intangible taxes,
the value of its assets is attributable to) certain U.S. Government obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting requirements are satisfied. The Trust will report to
shareholders of the Taxable Funds annually the percentages of distributions
which are derived from such interest income.
<PAGE>
WRIGHT INSURED TAX FREE BOND FUND. Distributions of net tax exempt interest
income of the WTFB Fund (the "Fund") that are properly designated as
"exempt-interest dividends" may be treated by shareholders as interest
excludable from gross income in computing regular federal income tax. In order
to qualify as a regulated investment company and be entitled to pay
exempt-interest dividends to its shareholders, the Fund must and intends to
satisfy certain requirements, including the requirement that, at the close of
each quarter of its taxable year, at least 50% of the value of its total assets
consists of obligations the interest on which is excludable from gross income
under Section 103 of the Code.
Interest on indebtedness incurred or continued by a shareholder to purchase
or carry shares of the Fund is not deductible to the extent it is deemed related
to the Fund's exempt-interest dividends. Further, entities or persons who are
"substantial users" (or persons related to "substantial users") of facilities
financed by industrial development or private activity bonds should consult
their tax advisers before purchasing shares of the Fund. The term "substantial
user" is defined in applicable Treasury regulations to include a "non-exempt
person" who regularly uses in a trade or business a part of a facility financed
from the proceeds of industrial development bonds and would likely be
interpreted to include private activity bonds issued to finance similar
facilities. Exempt-interest dividends attributable to interest on certain
private activity bonds issued after August 7, 1986 are treated as a tax
preference item for purposes of the alternative minimum tax applicable to
individuals and corporations, and all exempt-interest dividends are taken into
account in determining "adjusted current earnings" (to the extent not already
included in alternative minium taxable income as income attributable to private
activity bonds) for purposes of the alternative minimum tax applicable to
corporations.
From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on certain types of municipal obligations, and it can be expected that
similar proposals may be introduced in the future. Federal tax legislation
enacted in 1986 eliminated the federal income tax exemption for interest on
certain state and municipal obligations and has required interest on other
obligations, although exempt from regular federal income tax, to be treated as a
tax preference item for purposes of the individual and corporate alternative
minimum tax. Tax-exempt distributions are also required to be reported by
shareholders on their federal income tax returns. The availability of state and
municipal obligations for investment by the Fund and the value of the assets of
the Fund may be affected by such legislation or future legislation. The Trust
intends to monitor the effect legislation may have upon the operations and
policies of the Fund.
The Fund may realize some short-term or long-term capital gains (and/or
losses) as a result of market transactions, including sales of portfolio
securities and rights to when-issued securities. Any distributions derived from
net short-term capital gains would be taxable to the shareholders as ordinary
income, and any distributions derived from net long-term capital gains would be
taxable to shareholders as long-term capital gains. However, it is expected that
such amounts, if any, would be insubstantial in relation to the tax-exempt
interest generated by the Fund. Any capital loss realized upon the redemption of
shares of the Fund with a tax holding period of six months or less will be
disallowed to the extent of any exempt-interest dividends received on such
shares. Distributions of income derived by the Fund from repurchase agreements,
securities lending, certain market discount, and a portion of the discount on
certain stripped municipal obligations and their coupons will also be taxed to
shareholders as ordinary income. No portion of the Fund's distributions will be
eligible for the dividends received deduction for corporations.
Distributions of tax exempt income are taken into consideration in
computing the portion, if any, of social security
<PAGE>
benefits and railroad
retirement benefits subject to federal and, in some cases, state taxes.
The exemption of interest income for federal income tax purposes does not
necessarily result in exemption under the income or other tax laws of any state
or local taxing authority. In certain states, shareholders of the Fund may be
exempt from state and local taxes on distributions of tax-exempt interest income
derived from obligations of the state and/or municipalities of the state in
which they are resident, but taxable generally on income derived from
obligations of other jurisdictions. The Trust will report annually to
shareholders of the Fund the percentage of net tax exempt income earned by such
Fund which represents interest on obligations of issuers located in each state.
ALL FUNDS
Annually shareholders of each Fund that are not exempt from information
reporting requirements will receive information on Form 1099 (except
exempt-interest dividends are not reportable on such form) to assist in
reporting the prior calendar year's distributions and redemptions (including
exchanges) on federal and state income tax returns. Dividends declared by a Fund
in October, November or December of any calendar year to shareholders of record
as of a date in such a month and paid the following January will be treated for
federal income tax purposes as having been received by shareholders on December
31 of the year in which they are declared. Shareholders may realize a taxable
gain or loss upon a redemption (including an exchange) of shares of a Fund. Any
loss realized upon the redemption or exchange of shares of a Fund with a tax
holding period of six months or less and not otherwise disallowed will be
treated as a long-term capital loss to the extent of any distributions of
long-term capital gains with respect to such shares. All or a portion of a loss
realized upon the redemption or exchange of shares may be disallowed under "wash
sale" rules to the extent shares are purchased (including shares acquired by
means of reinvested dividends) within the period beginning 30 days before and
ending 30 days after the date of such redemption or exchange. Shareholders
should consult their own tax advisers with respect to the tax status of
distributions from the Funds or redemption or exchange of Fund shares in their
own states and localities.
Under Section 3406 of the Code, individuals and other nonexempt
shareholders who have not provided to a Fund their correct taxpayer
identification numbers and certain required certifications will be subject to
backup withholding of 31% on taxable distributions made by all of the Funds,
usually excluding the WTFB Fund, and on proceeds of redemptions (including
exchanges) of shares of all Funds. Taxable distributions of WTFB Fund, if any,
will not be subject to backup withholding, provided that it is reasonably
expected that at least 95% of the dividends of that Fund for the year will be
exempt-interest dividends. In addition, the Trust may be required to impose
backup withholding if it is notified by the IRS or a broker that the taxpayer
identification number is incorrect or that backup withholding applies because of
underreporting of interest or dividend income. If such withholding is
applicable, such distributions and proceeds will be reduced by the amount of tax
required to be withheld.
Special tax rules apply to IRA accounts (including penalties on certain
distributions and other transactions) and to other special classes of investors,
such as tax-exempt organizations, banks or insurance companies. Investors should
consult their tax advisers for more information.
Shareholders who are not United States persons should also consult their
tax advisers as to the potential application of certain U.S. taxes, including a
30% U.S. withholding tax (or withholding tax at a lower treaty rate) on
dividends representing ordinary income to them, and of foreign taxes to their
investment in the Funds.
<PAGE>
HOW TO EXCHANGE SHARES
Shares of any Fund may be exchanged for shares of the other funds in The Wright
Managed Income Trust, The Wright Managed Equity Trust or The Wright EquiFund
Equity Trust at net asset value at the time of the exchange.
This exchange offer is available only in states where shares of such other
fund may be legally sold. Each exchange is subject to a minimum initial
investment of $1,000 in each fund.
The prospectus of each fund describes its investment objectives and
policies and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
Shareholders purchasing shares from an Authorized Dealer may effect
exchanges between the above funds through their Authorized Dealer who will
transmit information regarding the requested exchanges to the Transfer Agent.
First Data Investor Services Group makes exchanges at the next determined
net asset value after receiving a request in writing mailed to the address
provided under "How to Buy Shares." Telephone exchanges are also accepted if the
exchange involves shares valued at less than $50,000 and on deposit with First
Data Investor Services Group and the investor has not disclaimed in writing the
use of the privilege. To effect such exchanges, call First Data Investor
Services Group at (800) 262-1122 or within Massachusetts, (617) 573-9403, Monday
through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Time). All such telephone
exchanges must be registered in the same name(s) and with the same address and
social security or other taxpayer identification number as are registered with
the Fund from which the exchange is being made. Neither the Trust, the Principal
Underwriter nor First Data Investor Services Group will be responsible for the
authenticity of exchange instructions received by telephone, provided that
reasonable procedures have been followed to confirm that instructions
communicated are genuine, and if such procedures are not followed, the Trust,
the Funds, the Principal Underwriter or First Data Investor Services Group may
be liable for any losses due to unauthorized or fraudulent telephone
instructions. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone exchange may be difficult to implement.
When calling to make a telephone exchange, shareholders should have their
account number and social security or other taxpayer identification numbers.
Additional documentation may be required for written exchange requests if shares
are registered in the name of a corporation, partnership or fiduciary. Any
exchange request may be rejected by a Fund or the Principal Underwriter at its
discretion. The exchange privilege may be changed or discontinued without
penalty at any time. Shareholders will be given sixty (60) days' notice prior to
any termination or material amendment of the exchange privilege. Contact the
Transfer Agent, First Data Investor Services Group, for additional information
concerning the Exchange Privilege.
Shareholders should be aware that for federal and state income tax
purposes, an exchange is a taxable transaction which may result in recognition
of a gain or loss.
HOW TO REDEEM OR SELL SHARES
Shares of a Fund will be redeemed at the net asset value next determined after
receipt of a redemption request in good order as described below. Proceeds will
be mailed within seven days of such receipt. However, at various times a Fund
may be requested to redeem shares for which it has not yet received good
payment. If the shares to be redeemed represent an investment made by check,
each Fund may delay payment of redemption proceeds until the check has been
collected which, depending upon the location of the issuing bank, could take up
to 15 days. For federal and state income tax purposes, a redemption of shares is
a taxable transaction and may result in recognition of a gain or loss.
THROUGH AUTHORIZED DEALERS: Shareholders using Authorized Dealers may
redeem shares through such Dealers.
<PAGE>
BY TELEPHONE: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders may effect a redemption by calling the Funds' Order Department at
(800) 225-6265, ext. 3 (8:30 a.m. to 4:00 p.m. Eastern time). In times when the
volume of telephone redemptions is heavy, additional phone lines will
automatically be added by the Funds. However, in times of drastic economic or
market changes, a telephone redemption may be difficult to implement. When
calling to make a telephone redemption, shareholders should have available their
account number. A telephone redemption will be made at that day's net asset
value, provided that the telephone redemption request is received prior to 4:00
p.m. on that day. Telephone redemption requests received after 4:00 p.m. will be
effected at the net asset value determined for the next trading day. Payment
will be made by wire transfer to the bank account designated and normally, as
indicated above, within one business day after receipt of the redemption request
in good order. Trust Departments may make redemptions and deposit the proceeds
in checking or other accounts of clients, as specified in instructions furnished
to the Funds at the time of initially purchasing Fund shares. Neither the Trust,
the Principal Underwriter nor First Data Investor Services Group will be
responsible for the authenticity of redemption instructions received by
telephone, provided that reasonable procedures have been followed to confirm
that instructions communicated are genuine, and if such procedures are not
followed, the Trust, the Funds, the Principal Underwriter or First Data Investor
Services Group may be liable for any losses due to unauthorized or fraudulent
telephone instructions.
Also, shareholders may effect a redemption by calling the Funds' Transfer
Agent, First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00
p.m. Eastern time) if the redemption involves shares valued at less than $50,000
and on deposit with First Data Investor Services Group. Payment will be made by
check to the address of record. Telephone instructions will be tape recorded.
BY MAIL: A shareholder may also redeem all or any number of shares at any
time by mail by delivering the request with a stock power to the Transfer Agent,
First Data Investor Services Group, Wright Managed Investment Funds, P.O. Box
1559, Boston, Massachusetts 02104. As in the case of telephone requests,
payments will normally be made within one business day after receipt of the
redemption request in good order. Good order means that written redemption
requests or stock powers must be endorsed by the record owner(s) exactly as the
shares are registered and the signature(s) must be guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to First Data Investor
Services Group. In addition, in some cases, good order may require the
furnishing of additional documents, such as where shares are registered in the
name of a corporation, partnership or fiduciary.
The right to redeem shares of a Fund and to receive payment therefor may be
suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Although the Funds normally intend to redeem shares in cash, each Fund,
subject to compliance with applicable regulations, reserves the right to deliver
the proceeds of redemptions in the form of portfolio securities if deemed
advisable by the Trustees of the Trust. The value of any
<PAGE>
such portfolio
securities distributed will be determined in the manner described under "How the
Funds Value their Shares" and may be more or less than a shareholder's cost
depending upon the market value of portfolio securities at the time the
redemption is made. If the amount of a Fund's shares to be redeemed for a
shareholder or a sub-account within a 90-day period exceeds the lesser of
$250,000 or 1% of the aggregate net asset value of the Fund at the beginning of
such period, such Fund reserves the right to deliver all or any part of such
excess in the form of portfolio securities. If portfolio securities were
distributed in lieu of cash, the shareholder would normally incur transaction
costs upon the disposition of any such securities.
Due to the relatively high cost of maintaining small accounts, each Fund
reserves the right to redeem fully at net asset value any Fund account which at
any time, due to redemption or transfer, amounts to less than $1,000 for that
Fund; any shareholder who makes a partial redemption which reduces his account
in a Fund to less than $1,000 would be subject to the Fund's right to redeem
such account. Prior to the execution of any such redemption, notice will be sent
and the shareholder will be allowed 60 days from the date of notice to make an
additional investment to meet the required minimum of $1,000 per Fund. However,
no such redemption would be required by the Fund if the cause of the low account
balance was a reduction in the net asset value of Fund shares.
PERFORMANCE INFORMATION
From time to time a Fund may publish its yield and/or average annual total
return in advertisements and communications to shareholders. The current yield
for a Fund will be calculated by dividing the net investment income per share
during a recent 30 day period by the maximum offering price per share (net asset
value) of a Fund on the last day of the period. A Fund's average annual total
return is determined by computing the annual percentage change in value of
$1,000 invested at the maximum public offering price (net asset value) for
specified periods ending with the most recent calendar quarter, assuming
reinvestment of all distributions. Investors should note that the investment
results of a Fund will fluctuate over time, and any presentation of a Fund's
current yield or total return for any prior period should not be considered as a
representation of what an investment may earn or what an investor's yield or
total return may be in any future period. If the expenses of a Fund were reduced
by Wright, WISDI, or Eaton Vance, the Fund's performance would be higher.
OTHER INFORMATION
The Trust is a business trust established under Massachusetts law and is a
no-load, open-end management investment company. The Trust was established
pursuant to a Declaration of Trust dated February 17, 1983, as amended.
The Trust's shares of beneficial interest have no par value. Shares of the
Trust may be issued in two or more series or "Funds". The Trust currently has
six Funds, five of which are offered in this Prospectus. Each Fund's shares may
be issued in an unlimited number by the Trustees of the Trust. Each share of a
Fund represents an equal proportionate beneficial interest in that Fund and,
when issued and outstanding, the shares are fully paid and non-assessable by the
relevant Fund. Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted in proportion to the amount of the net asset
value of a Fund which they represent. Voting rights are not cumulative, which
means that the holders of more than 50% of the shares voting for the election of
Trustees of the Trust can elect 100% of the Trustees and, in such event, the
holders of the remaining less than 50% of the shares voting on the matter will
not be able to elect any Trustees. Shares have no preemptive or conversion
rights and are freely transferable. Upon liquidation of a Fund, shareholders are
entitled to share pro rata in the net assets of the particular Fund available
for distribution to shareholders, and in any general assets of the Trust not
allocated to a particular Fund by the Trustees.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees holding office have been elected by
shareholders. In such an event the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's by-laws, the Trustees shall continue to hold office and may
appoint successor Trustees. The Trustees shall only be liable in cases of their
willful misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
The Trust's by-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The Trustees shall promptly
call a meeting of the shareholders for the purpose of voting upon a question of
removal of a Trustee when requested so to do by the record holders of not less
than 10 per centum of the outstanding shares.
The Prospectuses of the Funds are combined in this Prospectus. Each Fund
offers only its own shares, yet it is possible that a Fund might become liable
for a misstatement in the Prospectus of another Fund. The Trustees have
considered this in approving the use of a combined Prospectus.
TAX-SHELTERED RETIREMENT PLANS
The Funds (but not the WTFB Fund) are suitable investments for individual
retirement account plans for individuals and their non-employed spouses, pension
and profit sharing plans for self-employed individuals, corporations and
non-profit organizations, or 401(k) tax-sheltered retirement plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or call:
(800) 888-9471
<PAGE>
THE WRIGHT
MANAGED INCOME TRUST
PROSPECTUS
MAY 1, 1996
THE WRIGHT MANAGED INCOME TRUST
INVESTMENT ADVISER
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
PRINCIPAL UNDERWRITER
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
ADMINISTRATOR
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111
TRANSFER AGENT
First Data Investor Services Group
Wright Managed Investment Funds
BOS 725
P.O. Box 1559
Boston, Massachusetts 02104
AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
<PAGE>
- ------------------------------------------------------------------------------
Description of art work on front cover of Prospectus
Two thin vertical red lines on the right side of the page.
- -------------------------------------------------------------------------------
PROSPECTUS
MAY 1, 1996
THE WRIGHT
MANAGED INCOME TRUST
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
===============================================================================
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1996
WRIGHT U.S. TREASURY MONEY MARKET FUND
24 Federal Street
Boston, Massachusetts 02110
TABLE OF CONTENTS Page
General Information and History..................................... 2
Investment Objectives and Policies.................................. 3
Investment Restrictions............................................. 3
Officers and Trustees............................................... 4
Control Persons and Principal Holders of Shares..................... 6
Investment Advisory and Administrative Services..................... 6
Custodian........................................................... 9
Independent Certified Public Accountants............................ 10
Brokerage Allocation................................................ 10
Fund Shares and Other Securities.................................... 11
Purchase, Exchange, Redemption and Pricing of Shares................ 11
Principal Underwriter............................................... 12
Calculation of Yield Quotations..................................... 13
Financial Statements................................................ 14
Appendix............................................................ 19
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE
CURRENT PROSPECTUS OF THE WRIGHT U.S. TREASURY MONEY MARKET FUND, A SERIES OF
THE WRIGHT MANAGED INCOME TRUST (THE "TRUST") DATED MAY 1, 1996; A COPY OF WHICH
MAY BE OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS' SERVICE DISTRIBUTORS,
INC., 1000 LAFAYETTE BOULEVARD, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: (800)
888-9471).
<PAGE>
GENERAL INFORMATION AND HISTORY
The Trust is a no-load, open-end, management investment company organized
as a Massachusetts business trust. The Trust was established pursuant to a
Declaration of Trust dated February 17, 1983, as amended and restated, and
further amended March 28, 1991 to change the name from "The Wright Managed Bond
Trust" to "The Wright Managed Income Trust." Wright U.S. Treasury Money Market
Fund (the "Fund") is a series of the Trust, which also has five other series.
The Fund is a diversified fund.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees of the Trust unless and until
such time as less than a majority of the Trustees of the Trust holding office
have been elected by its shareholders. In such an event the Trustees then in
office will call a shareholders' meeting for the election of Trustees. Subject
to the foregoing circumstances, the Trustees will continue to hold office and
may appoint successor or new Trustees except that, pursuant to provisions of the
Investment Company Act of 1940 (the "1940 Act"), which are set forth in the
By-Laws of the Trust, the shareholders of record of not less than two-thirds of
the outstanding shares of a Trust can remove one or more of its Trustees from
office either by declaration in writing filed with the Trust's custodian or by
votes cast in person or by proxy at a meeting called for the purpose.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of such Trust or, if the interests of a
particular Fund are affected, a majority of such Fund's outstanding shares. The
Trustees are authorized to make amendments to a Declaration of Trust that do not
have a material adverse effect on the interests of shareholders. The Trust may
be terminated (i) upon the sale of the Trust's assets to another diversified
open-end management investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the Trustees recommend
such sale of assets, the approval by the vote of a majority of the outstanding
shares will be sufficient, or (ii) upon liquidation and distribution of the
assets of the Trust, if approved by a majority of its Trustees or by the vote of
a majority of the Trust's outstanding shares. If not so terminated, the Trust
may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust's property or
the acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust's property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The Trust has been advised by its counsel that the risk of any
shareholder incurring any liability for the obligations of the Trust is
extremely remote.
The Fund has retained Wright Investors' Service, Inc. of Bridgeport,
Connecticut ("Wright") as investment adviser to carry out the management,
<PAGE>
investment and reinvestment of its assets. The Trust has retained Eaton Vance
Management ("Eaton Vance"), 24 Federal Street, Boston, Massachusetts 02110, as
administrator of its business affairs.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is to provide as high a rate of
current income as possible consistent with the preservation of capital and
maintenance of liquidity. The Fund will pursue its objective by investing
exclusively in securities of the U.S. Government and its agencies that are
backed by the full faith and credit of the U.S. Government ("U.S. Government
securities") and in repurchase agreements relating to such securities. At least
80% of the Fund's assets will be invested in direct obligations of the U.S.
Treasury, including Treasury bills, notes and bonds, which differ only in their
interest rates, maturities and times of issuance. Up to 20% of the Fund's assets
may be held in cash or invested in repurchase agreements. However, at the
present time, the Fund intends to invest only in U.S. Treasury bills, notes and
bonds and does not intend to invest in repurchase agreements.
The Fund will limit its portfolio to investments maturing in 13 months or
less and maintain a weighted average maturity of not more than 90 days. The Fund
will seek to maintain a net asset value of $1.00 per share, but there is no
assurance that the Fund will be able to do so. The yield of the Fund will
fluctuate in response to changes in market conditions and interest rates.
The Fund will limit its investments to legal investments and investment
practices for Federal credit unions as set forth in the Federal Credit Union Act
and the National Credit Union Administration Regulations. The Fund will provide
all Federal credit union shareholders of record with sixty (60) days' written
notice prior to changing such investment policy.
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust on behalf
of the Fund and may be changed only by the vote of a majority of the Fund's
outstanding voting securities, which as used in this Statement of Additional
Information means the lesser of (a) 67% of the shares of the Fund if the holders
of more than 50% of the shares are present or represented at the meeting or (b)
more than 50% of the shares of the Fund. Accordingly, the Fund may not:
(1) Borrow money in excess of 1/3 of the current market value of the net
assets of the Fund (excluding the amount borrowed) and then only if
such borrowing, including reverse repurchase agreements, is incurred as
a temporary measure for extraordinary or emergency purposes or to
facilitate the orderly sale of portfolio securities to accommodate
redemption requests; or issue any securities of the Fund other than its
shares of beneficial interest except as appropriate to evidence
indebtedness which the Fund is permitted to incur. (The Trust
anticipates paying interest on borrowed money at rates comparable to
the Fund's yield and the Trust has no intention of attempting to
increase the Fund's net income by means of borrowing);
(2) Pledge, mortgage or hypothecate the assets of the Fund to an extent
greater than 1/3 of the total assets of the Fund taken at market;
(3) Invest more than 5% of the Fund's total assets taken at current market
value in the securities of any one issuer (other than securities issued
or guaranteed by the U.S. Government or its agencies or
instrumentalities) or purchase more than 10% of the voting securities
of any one issuer;
<PAGE>
(4) Purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Trust or its
manager, investment adviser or administrator who own individually more
than 1/2 of 1% of the issuer's securities;
(5) Purchase securities on margin, make short sales except sales against
the box, write or purchase or sell any put options, or purchase
warrants;
(6) Buy or sell real estate unless acquired as a result of ownership of
securities;
(7) Purchase any securities which would cause 25% or more of the market
value of the Fund's total assets at the time of such purchase to be
invested in the securities of issuers having their principal business
activities in the same industry, provided that there is no limitation
in respect to investments in securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities and utility
companies, gas, electric, water and telephone companies are considered
as separate industries;
(8) Underwrite securities issued by other persons except insofar as the
Trust may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;
(9) Make loans, except (i) through the loan of a portfolio security, (ii)
by entering into repurchase agreements, and (iii) to the extent that
the purchase of debt instruments in accordance with the Fund's
investment objective and policies may be deemed to be loans; or
(10) Purchase from or sell to any of the Trust's Trustees and officers, its
manager, administrator, or investment adviser, its principal
underwriter, if any, or the officers and directors of said manager,
administrator, investment adviser or principal underwriter, portfolio
securities of the Fund.
In addition, while not a fundamental policy, the Fund will not enter into
repurchase agreements maturing in more than 7 days or invest in illiquid
securities if, as a result, more than 10% of the Fund's net assets would be
invested in such repurchase agreements and illiquid securities.
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those Trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary,
Boston Management and Research ("BMR") or Eaton Vance's parent company, Eaton
Vance Corp. (`EVC'), or by Eaton Vance's and BMR's Trustee, Eaton Vance, Inc.
("EV") by virtue of their affiliation with either the Trust, Wright, Eaton
Vance, BMR, EVC or EV, are indicated by an asterisk (*).
PETER M. DONOVAN (53), PRESIDENT AND TRUSTEE*
President and Director of Wright and Winthrop; Vice President, Treasurer and a
Director of Wright Investors' Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (69), VICE PRESIDENT, SECRETARY AND TRUSTEE*
Vice President of Eaton Vance, BMR, EV and EVC and Director, EV and EVC;
Director, Trustee and officer of various investment companies managed by Eaton
Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
<PAGE>
WINTHROP S. EMMET (85), TRUSTEE
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (72), TRUSTEE
President Emeritus, University of Bridgeport (1987- present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490
A. M. MOODY III (59), VICE PRESIDENT & TRUSTEE*
Senior Vice President, Wright and Winthrop; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (77), TRUSTEE
Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport,
CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of
Directors, Southern Connecticut Gas Company; Chairman, Board of Directors,
COSINE.
Address: 125 Gull Circle North, Daytona Beach, FL 32119
GEORGE R. PREFER (61), TRUSTEE
Retired President and Chief Executive Officer, Muller Data Corp., New York, NY
(1983-1986) (1989-Present); President and Chief Executive Officer, InvestData
Corporation, A Mellon Financial Services Company (1986-1989).
Address: 7738 Silver Bell Drive, Sarasota, FL 34241
RAYMOND VAN HOUTTE (71), TRUSTEE
President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca,
NY (since January 1989); President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
(1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaported
Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JUDITH R. CORCHARD (57), VICE PRESIDENT
Executive Vice President, Investment Management: Senior Investment Officer;
Vice Chairman of the Investment Committee and Director of Wright and Winthrop.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (51), TREASURER
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (60), ASSISTANT SECRETARY
& ASSISTANT TREASURER
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (44), ASSISTANT TREASURER
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Austin was elected
Assistant Treasurer of the Trusts on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (33), ASSISTANT SECRETARY
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on
June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (38), ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was
elected Assistant Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
<PAGE>
All of the Trustees and officers hold identical positions with The Wright
Managed Equity Trust, The Wright Managed Blue Chip Series Trust (except Mr.
Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those
Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who
are not affiliated persons of the Trust are paid by the Fund and other series of
the Trust. They also received additional payments from other investment
companies for which Wright provides investment advisory services. The Trustees
who are interested persons of the Trust receive no compensation from the Trust.
The Trust does not have a retirement plan for its Trustees. For Trustee
compensation for the fiscal year ended December 31, 1995, see the table below.
Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the
Special Nominating Committee of the Trustees of the Trust. The Special
Nominating Committee's function is selecting and nominating individuals to fill
vacancies, as and when they occur, in the ranks of those Trustees who are not
"interested persons" of the Trust, Eaton Vance or Wright. The Trust does not
have a designated audit committee since the full Board performs the functions of
such committee.
<TABLE>
COMPENSATION TABLE - FISCAL YEAR ENDED DECEMBER 31, 1995
The Wright Managed Income Trust -- Registered Investment Companies (6)
Aggregate Compensation from Pension Benefits Estimated Total Compensation
Trustees The Wright Managed Income Trust Accrued Annual Benefits Paid(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Winthrop S. Emmet $1,250 None None $5,000
Leland Miles $1,250 None None $4,750
Lloyd F. Pierce $1,250 None None $5,000
George R. Prefer $1,250 None None $5,000
Raymond Van Houtte $1,250 None None $5,000
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Total compensation paid is from The Wright Managed Income Trust (6 funds) and the other boards in the Wright Fund complex (27
Funds) for a total of 33 Funds.
</FN>
</TABLE>
CONTROL PERSONS
AND PRINCIPAL HOLDERS OF SHARES
As of January 31, 1996, the Trustees and officers of the Trusts, as a
group, owned in the aggregate less than 1% of the outstanding shares of the
Fund. The Fund's shares are held primarily by trust departments of depository
institutions and trust companies either for their own account or for the
accounts of their clients. From time to time several of these trust departments
may be the record owners of 5% or more of the outstanding shares of the Fund. To
date, the Fund's experience has been that such shareholders do not continuously
hold in excess of 5% or more of the Fund's outstanding shares for extended
periods of time. Should a shareholder continuously hold 5% or more of the Fund's
outstanding shares for an extended period of time (a period in excess of a
year), this would be disclosed by an amendment to this Statement of Additional
Information showing such shareholder's name, address and percentage of
ownership. Upon request, the Trust will provide shareholders with a list of all
shareholders holding 5% or more of the Fund's outstanding shares as of a current
date.
As of January 31, 1996, the number of trust departments which were the
record owners of more than 5% of the outstanding shares of the Fund was seven.
<PAGE>
INVESTMENT ADVISORY
AND ADMINISTRATIVE SERVICES
The Fund has engaged Winthrop to act as its investment adviser pursuant to
an Investment Advisory Contract dated April 1, 1991 (the "Investment Advisory
Contract"). Pursuant to a service agreement effective February 1, 1996 between
Winthrop and Wright, Wright, acting under the general supervision of the Trust's
Trustees, furnishes the Fund with investment advice and management services, as
described below. Winthrop supervises Wright's performance of this function and
retains its contractual obligations under its Investment Advisory Contract with
the Fund. The address of both Winthrop and Wright is 1000 Lafayette Boulevard,
Bridgeport, Connecticut. Winthrop was founded in 1960. Wright, its successor and
wholly-owned subsidiary, currently provides investment services to clients
throughout the United States and abroad. John Winthrop Wright may be considered
a controlling person of Winthrop and Wright by virtue of his position as
Chairman of the Board of Directors of Winthrop and Wright, and by reason of his
ownership of more than a majority of the outstanding shares of Winthrop.
Pursuant to the Investment Advisory Contract, Wright will carry out the
investment and reinvestment of the assets of the Fund, will furnish continuously
an investment program with respect to the Fund, will determine which securities
should be purchased, sold or exchanged, and will implement such determinations.
Wright will furnish to the Fund investment advice and management services,
office space, equipment and clerical personnel, and investment advisory,
statistical and research facilities. In addition, Wright has arranged for
certain members of the Eaton Vance and Wright organizations to serve without
salary as officers or Trustees of the Trust. In return for these services, the
Fund is obligated to pay a monthly advisory fee calculated at the rates set
forth in the Fund's current prospectus. Effective February 1, 1996, Winthrop
will cause the Fund to pay to Wright the entire amount of the advisory fee
payable by the Fund under its Investment Advisory Contract with Winthrop. As of
December 31, 1995, the Fund had net assets of $45,888,947. For the fiscal year
ended December 31, 1995, the Fund would have paid Winthrop advisory fees of
$162,732 (equivalent to 0.35% of the average daily net assets for such year). To
enhance the net income of the Fund, Winthrop made a reduction of its advisory
fee in the amount of $87,656. For the fiscal year ended December 31, 1994, the
Fund would have paid Winthrop advisory fees of $157,447. To enhance the net
income of the Fund, Winthrop made a reduction of its advisory fee in the amount
of $114,912. For the fiscal year ended December 31, 1993, the Fund would have
paid Winthrop advisory fees of $42,817. To enhance the net income of the Fund,
Winthrop made a reduction of the full amount of its advisory fee and Winthrop
was allocated a portion of the expenses related to the operation of the Fund in
the amount of $21,436.
<PAGE>
The Trust has engaged Eaton Vance to act as the administrator for the Fund
pursuant to Administration Agreement dated April 1, 1991. Eaton Vance or its
affiliates act as investment adviser to investment companies and various
individual and institutional clients with assets under management of
approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of EVC, a
publicly held holding company.
Under the Administration Agreement, Eaton Vance is responsible for managing
the business affairs of the Fund, subject to the supervision of Trustees of the
Trust. Eaton Vance's services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Trust's custodian and transfer agent, providing assistance
in connection with the Trustees' and shareholders' meetings and other
administrative services necessary to conduct the Fund's business. Eaton Vance
will not provide any investment management or advisory services to the Fund. For
its services under the Administration Agreement, Eaton Vance receives monthly
administration fees at the annual rates set forth in the Fund's current
Prospectus. For the fiscal
<PAGE>
years ended December 31, 1995,1994 and 1993, the Fund
paid Eaton Vance administration fees of $32,543, $31,490 and $8,585,
respectively.
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are Massachusetts
business trusts, and EV is the trustee of Eaton Vance and BMR. The Directors of
EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner, James B. Hawkes
and Benjamin A. Rowland, Jr. The Directors of EVC consist of the same persons
and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman, and Mr.
Gardner is president and chief executive officer of EVC, Eaton Vance, BMR and
EV. All of the issued and outstanding shares of Eaton Vance and of EV are owned
by EVC. All of the issued and outstanding shares of BMR are owned by Eaton
Vance. All shares of the outstanding Voting Common Stock of EVC are deposited in
a Voting Trust which expires on December 31, 1996, the Voting Trustees of which
are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The Voting Trustees
have unrestricted voting rights for the election of Directors of EVC. All of the
outstanding voting trust receipts issued under said Voting Trust are owned by
certain of the officers of Eaton Vance and BMR who are also officers and
Directors of EVC and EV. As of January 31, 1996, Messrs. Clay, Gardner and
Hawkes each owned 24% of such voting trust receipts and Messrs. Rowland and
Brigham owned 15% and 13%, respectively, of such voting trust receipts. Mr.
Brigham is an officer and Trustee of the Trust and a member of the EVC, Eaton
Vance, BMR and EV organizations. Messrs. Austin, Murphy, O'Connor and Woodbury
and Ms. Sanders, who are officers of the Trust, are also members of the Eaton
Vance, BMR and EV organizations. Eaton Vance will receive the fees paid under
the Administration Agreements.
EVC owns all of the stock of Energex Energy Corporation which is engaged in
oil and gas operations. In addition, Eaton Vance owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment, consulting and
management. EVC owns all of the stock of Fulcrum Management, Inc. and MinVen,
Inc., which are engaged in the development of precious metal properties. EVC,
EV, BMR and Eaton Vance may also enter into other businesses.
The Trust will be responsible for all of its expenses not expressly stated
to be payable by Wright under its Investment Advisory Contract or by Eaton Vance
under its Administration Agreement, including, without limitation, the fees and
expenses of its custodian and transfer agent, including those incurred for
determining the Fund's net asset value and keeping the Fund's books; the cost of
share certificates; membership dues in investment company organizations;
brokerage commissions and fees; fees and expenses of registering its shares;
expenses of reports to shareholders, proxy statements, and other expenses of
shareholders' meetings; insurance premiums; printing and mailing expenses;
interest, taxes and corporate fees; legal and accounting expenses; expenses of
Trustees not affiliated with Eaton Vance or Wright; and investment advisory and
administration fees. The Trust will also bear expenses incurred in connection
with litigation in which the Trust is a party and the legal obligation the Trust
may have to indemnify its officers and Trustees with respect thereto.
The Trust's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1997. The Trust's Investment Advisory
Contract may be continued with respect to the Fund from year to year thereafter
so long as such continuance after February 28, 1997 is approved at least
annually (i) by the vote of a majority of the Trustees who are not "interested
persons" of the Trust, Eaton Vance or Wright cast in person at a meeting
specifically called for the purpose of voting on such approval and (ii) by the
Board of Trustees of the Trust or by vote
<PAGE>
of a majority of the outstanding
shares of the Fund. The Trust's Administration Agreement may be continued from
year to year so long as such continuance is approved annually by the vote of a
majority of the Trustees. Each agreement may be terminated as to the Fund at any
time without penalty on sixty (60) days' written notice by the Board of Trustees
or Trustees or Directors of either party, or by vote of the majority of the
outstanding shares of the Fund, and each agreement will terminate automatically
in the event of its assignment. Each agreement provides that, in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties to the Trust under such agreement on the part of Eaton
Vance or Wright, Eaton Vance or Wright will not be liable to the Trust for any
loss incurred. The Trust's Investment Advisory Contract and Administration
Agreement were most recently approved by its Trustees, including the
"non-interested Trustees" at a meeting held on January 24, 1996 and the
Investment Advisory Contract was approved by the shareholders on July 29, 1992.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 89 South Street, Boston,
Massachusetts, acts as custodian for the Fund. IBT has the custody of all cash
and securities of the Fund, maintains the Fund's general ledgers and computes
the daily net asset value per share. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Fund's investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Fund. IBT charges custody fees which are competitive within the industry. A
portion of the custody fee for each fund served by IBT is based upon a schedule
of percentages applied to the aggregate assets of those funds managed by Eaton
Vance for which IBT serves as custodian, the fees so determined being then
allocated among such funds relative to their size. These fees are then reduced
by a credit for cash balances of the particular fund at IBT equal to 75% of the
91-day, U.S. Treasury Bill auction rate applied to the particular fund's average
daily collected balances for the week. In addition, each fund pays a fee based
on the number of portfolio transactions and a fee for bookkeeping and valuation
services.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the
Trust's independent certified public accountants, providing audit services, tax
return preparation, and assistance and consultation with respect to the
preparation of filings with the Securities and Exchange Commission.
BROKERAGE ALLOCATION
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute portfolio security transactions on the most
favorable terms and in the most effective manner possible. In seeking best
execution, Wright will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the size and type of the transaction, the nature and
character of the markets for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the reputation,
experience and financial condition of the broker-dealer and the value and
quality of service rendered
<PAGE>
by the broker-dealer in other transactions, and the
reasonableness of the brokerage commission or markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Fund may give consideration to those firms which
supply brokerage and research services, quotations and statistical and other
information to Wright for their use in servicing their accounts. The Fund may
include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less than all of its accounts and the
services and information furnished by a particular firm may not necessarily be
used in connection with the account which paid brokerage commissions to such
firm. The advisory fee paid by the Fund to Wright is not reduced as a
consequence of Wright's receipt of such services and information. While such
services and information are not expected to reduce Wright's normal research
activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if it should
attempt to develop comparable services and information through its own staff.
Subject to the requirement that Wright shall use its best efforts to seek
to execute the Fund's portfolio security transactions at advantageous prices and
at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom the Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Fund or of other investment companies sponsored
by Wright. This policy is consistent with a rule of the National Association of
Securities Dealers, Inc., which rule provides that no firm which is a member of
the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.
It is expected that purchases and sales of the Fund's portfolio investments
will be with the issuers or with major dealers in money market instruments
acting as principal, and that the Fund will normally pay no brokerage
commissions. The cost of securities purchased from underwriters includes a
disclosed, fixed underwriting commission or concession, and the prices for which
securities are purchased from and sold to dealers usually include an undisclosed
dealer mark-up or mark-down. During the fiscal years ended December 31, 1993,
1994 and 1995, the Fund paid no brokerage commissions.
FUND SHARES AND OTHER SECURITIES
The shares of beneficial interest of the Trust, without par value, may be
issued in two or more series, or Funds. In addition to the Fund, the Trust has
five other Funds that are offered under a separate prospectus. Shares of each
Fund may be issued in an unlimited number by the Trustees of the Trust. Each
share of a Fund represents an equal proportionate beneficial interest in that
Fund and, when issued and outstanding, the shares are fully paid and
non-assessable by the Trust.
<PAGE>
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted in proportion to the amount of a Fund's net asset value
which they represent. Voting rights are not cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees and, in such event, the holders of the remaining less
than 50% of the shares voting on the matter will not be able to elect any
Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of the Trust or Fund, shareholders are entitled
to share pro rata in the net assets of the affected Trust available for
distribution to shareholders, and in any general assets of the Trust not
previously allocated to a particular Fund by the Trustees.
PURCHASE, EXCHANGE,
REDEMPTION AND PRICING OF SHARES
For information regarding the purchase of shares, see "How to Buy Shares"
in the Fund's current Prospectus.
For information about exchanges between Funds, see "How to Exchange Shares"
in the Fund's current Prospectus.
The Fund values its shares three times on each day the New York Stock
Exchange (the "Exchange") is open at noon, at 3:00 p.m. and as of the close of
regular trading on the Exchange - normally 4:00 p.m. New York time. The net
asset value is determined by IBT (as agent for the Fund) in the manner
authorized by the Trustees. Portfolio assets of the Fund are valued at amortized
cost in an effort to attempt to maintain a constant net asset value of $1.00 per
share, which the Trustees have determined to be in the best interests of the
Fund and its shareholders. The investment adviser will periodically review this
method of valuation and recommend changes to the Trustees of the Trust which may
be necessary to assure that the portfolio instruments are valued at their fair
value as determined by the Trustees in good faith. The Fund's use of the
amortized cost method to value the portfolio securities is conditioned on its
compliance with conditions contained in a rule issued by the Securities and
Exchange Commission (the "Rule"). Under the Rule, the Trustees are obligated, as
a particular responsibility within the overall duty of care owed to the
shareholders, to establish procedures reasonably designed, taking into account
current market conditions and the investment objectives of the Fund, to
stabilize the net asset value per share as computed for the purposes of
distribution, redemption and repurchase at $1.00 per share. The Trustees'
procedures include periodically monitoring, as they deem appropriate and at such
intervals as are reasonable in light of current market conditions, the extent of
deviation between the amortized cost value per share and a net asset value per
share based upon available indications of market value as well as review of the
methods used to calculate the deviation. The Trustees will consider what steps,
if any, should be taken in the event of a difference of more than 1/2 of 1%
between such two values. The Trustees will take such steps as they consider
appropriate (e.g., redemption in kind, selling prior to maturity to realize
gains or losses or to shorten the average portfolio maturity, withholding
dividends or using market quotations) to minimize any material dilution or other
unfair results to investors or existing shareholders, which might arise from
differences between the two values. The Rule requires that the Fund's
investments, including repurchase agreements, be limited to those U.S.
dollar-denominated instruments which the Trustees determine present minimal
credit risks and which are at the time of acquisition rated by the requisite
number of nationally recognized statistical rating organizations in one of the
two highest short-term rating categories or, in the case of any instrument that
is not so rated, of
<PAGE>
comparable quality as determined by Wright in accordance
with procedures established by the Trustees. It also calls for the Fund to
maintain a dollar-weighted average portfolio maturity (not more than 90 days)
appropriate to its objective of maintaining a stable net asset value of $1.00
per share and precludes the purchase of any instrument with a remaining maturity
of more than 13 months. Should the disposition of a portfolio security result in
a dollar-weighted average portfolio maturity of more than 90 days, the Fund's
available cash will be invested in such a manner as to reduce such maturity to
90 days or less as soon as reasonably practicable.
It is the normal practice of the Fund to hold portfolio securities to
maturity and to realize par value therefor unless a sale or other disposition is
mandated by redemption requirements or other extraordinary circumstances. Under
the amortized cost method of valuation, traditionally employed by institutions
for valuation of money market instruments, neither the amount of daily income
nor the Fund's net asset value is affected by any unrealized appreciation or
depreciation on securities held for the Fund. There can be no assurance that the
Fund's objectives will be achieved.
For information about the redemption of shares, see "How to Redeem or Sell
Shares" in the Fund's current Prospectus.
PRINCIPAL UNDERWRITER
The Trust has entered into a Distribution Contract on behalf of the Fund
with its principal underwriter, Wright Investors' Service Distributors, Inc.
("WISDI"), a wholly-owned subsidiary of Winthrop, providing for WISDI to act as
a separate distributor of Fund shares. The Fund is not obligated to make any
distribution payments to WISDI under its Distribution Contract. Peter M.
Donovan, President and a Trustee of the Trust and President and a Director of
Wright and Winthrop, is Vice President, Treasurer and a Director of WISDI. A. M.
Moody, III, Vice President and a Trustee of the Trust and Senior Vice President
of Wright and Winthrop is President and a Director of WISDI.
CALCULATION OF YIELD QUOTATIONS
From time to time, quotations of the Fund's "yield" and "effective yield" may be
included in advertisements or communications to shareholders. If a portion of
the Fund's expenses had not been subsidized, the Fund would have had lower
returns. These performance figures are calculated in the following manner:
A. Yield -- the net annualized yield based on a specified 7-calendar days
calculated at simple interest rates. Yield is calculated by determining
the net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one share at the
beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholders accounts, and dividing the difference by
the value of the account at the beginning of the base period to obtain
the base period return. The yield is annualized by multiplying the base
period return by 365/7. The yield figure is stated to the nearest
hundredth of one percent. The yield of the Fund for the seven-day
period ended December 31, 1995 was 4.89%.
B. Effective Yield -- the net annualized yield for a specified 7-calendar
days assuming a reinvestment of the yield or compounding. Effective
yield
<PAGE>
is calculated by the same method as yield except the annualized
yield figure is compounded by adding 1, raising the sum to a power
equal to 365 divided by 7, and subtracting one from the result,
according to the following formula: Effective Yield = [(Base Period
Return + 1)^365/7] - 1. The effective yield of the Fund for the
seven-day period ended December 31, 1995 was 5.01%.
As described above, yield and effective yield are based on historical
earnings and are not intended to indicate future performance. Yield and
effective yield will vary based on changes in market conditions and the level of
expenses.
The Fund's yield or total return may be compared to the Consumer Price
Index and various domestic securities indices. The Fund's yield or total return
and comparisons with these indices may be used in advertisements and in
information furnished to present or prospective shareholders.
From time to time evaluations of the Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. These include the rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis includes the reinvestment of
dividends and capital gain distributions, but does not take sales charges into
consideration and is prepared without regard to tax consequences.
<PAGE>
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited
financial information for the Fund contained in the Fund's
shareholder report for the fiscal year ended December 31, 1995
as previously filed electronically with the Securities and
Exchange Commission (Accession Number 0000715165-96-000003).
<PAGE>
APPENDIX
- --------
DESCRIPTION OF INVESTMENTS
REPURCHASE AGREEMENTS -- involve purchase of debt securities of the U.S.
Treasury or a Federal agency or Federal instrumentality. At the same time a Fund
purchases the security it resells it to the vendor (a member bank of the Federal
Reserve System or recognized securities dealer), and is obligated to redeliver
the security to the vendor on an agreed-upon date in the future. The resale
price is in excess of the purchase price and reflects an agreed-upon market rate
unrelated to the coupon rate on the purchased security. Such transactions afford
an opportunity for the Fund to earn a return on cash which is only temporarily
available. The Fund's risk is the ability of the vendor to pay an agreed-upon
sum upon the delivery date, and the Trust believes the risk is limited to the
difference between the market value of the security and the repurchase price
provided for in the repurchase agreement. However, bankruptcy or insolvency
proceedings affecting the vendor of the security which is subject to the
repurchase agreement, prior to the repurchase, may result in a delay in the Fund
being able to resell the security.
In all cases when entering into repurchase agreements with other than
FDIC-insured depository institutions, the Fund will take physical possession of
the underlying collateral security, or will receive written confirmation of the
purchase of the collateral security and a custodial or safekeeping receipt from
a third party under a written bailment for hire contract, or will be the
recorded owner of the collateral security through the Federal Reserve Book-Entry
System.
"WHEN-ISSUED" SECURITIES -- U.S. Government obligations are frequently
offered on a "when-issued" basis. When so offered, the price, which is generally
expressed in terms of yield to maturity, is fixed at the time the commitment to
purchase is made, but delivery and payment for the when-issued securities may
take place at a later date. Normally, the settlement date occurs 15 to 90 days
after the date of the transaction. The payment obligation and the interest rate
that will be received on the securities are fixed at the time the Fund enters
into the purchase commitment. During the period between purchase and settlement,
no payment is made by the Fund to the issuer and no interest accrues to the
Fund. To the extent that assets of the Fund are held in cash pending the
settlement of a purchase of securities, the Fund would earn no income; however,
the Fund intends to be fully invested to the extent practicable and subject to
the policies stated above. While when-issued securities may be sold prior to the
settlement date, it is intended that such securities will be purchased for the
Fund with the purpose of actually acquiring them unless a sale appears to be
desirable for investment reasons. At the time a commitment to purchase
securities on a when-issued basis is made for the Fund, the transaction will be
recorded and the value of the security reflected in determining the Fund's net
asset value. The Trust will establish a segregated account in which the Fund
will maintain cash and liquid, high-grade debt securities equal in value to
commitments for when-issued securities. If the value of the securities placed in
the separate account declines, additional cash or securities will be placed in
the account on a daily basis so that the value of the account will at least
equal the amount of the Fund's when-issued commitments. Securities purchased on
a when-issued basis and the securities held by the Fund are subject to changes
in value based upon the public's perception of the credit worthiness of the
issuer and changes in the level of interest rates (which will generally result
in both
<PAGE>
changing in value in the same way, i.e., both experiencing appreciation
when interest rates decline and depreciation when interest rates rise).
Therefore, to the extent that the Fund remains substantially fully invested at
the same time that it has purchased securities on a when-issued basis, there
will be greater fluctuations in the market value of the Fund assets than if cash
were solely set aside to pay for when-issued securities.
WRIGHT QUALITY RATINGS
Wright Quality Ratings Standards provide the means by which the fundamental
criteria for the measurement of quality of an issuer's securities can be
objectively evaluated.
Each rating is based on 32 individual measures of quality grouped into four
components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability
and Stability, and (4) Growth. The total rating is three letters and a numeral.
The three letters measure (1) Investment Acceptance, (2) Financial Strength, and
(3) Profitability and Stability. Each letter reflects a composite measurement of
eight individual standards which are summarized as A: Outstanding, B: Excellent,
C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects
Growth and is a composite of eight individual standards ranging from 0 to 20.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
DEBT SECURITIES
Wright ratings for commercial paper, corporate bonds and bank certificates
of deposit, which are also applied to counterparties to repurchase agreements,
consist of the two central positions of the four position alpha-numeric
corporate equity rating. The two central positions represent those factors which
are most applicable to fixed income and reserve investments. The first,
Financial Strength, represents the amount, the adequacy and the liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratios of (a)
invested equity capital, and (b) long term debt, total of corporate capital, the
adequacy of net working capital, fixed charges coverage ratio and other
appropriate criteria. The second letter represents Profitability and Stability
and measures the record of a corporation's management in terms of: (a) the rate
and consistency of the net return on shareholders' equity capital investment at
corporate book value, and (b) the profits and losses of the corporation during
generally adverse economic periods, and its ability to withstand adverse
financial developments.
The first letter rating of the Wright four-part alpha-numeric corporate
rating is not included in the ratings of fixed income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
===============================================================================
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1996
THE WRIGHT MANAGED INCOME TRUST
24 Federal Street
Boston, Massachusetts 02110
- -------------------------------------------------------------------------------
Wright U.S. Treasury Fund
Wright U.S. Treasury Near Term Fund
Wright Total Return Bond Fund
Wright Insured Tax Free Bond Fund
Wright Current Income Fund
- -------------------------------------------------------------------------------
Table of Contents Page
General Information and History.................................. 2
Investment Objectives and Policies............................... 3
Investment Restrictions.......................................... 6
Officers and Trustees............................................ 7
Control Persons and Principal Holders of Shares.................. 9
Investment Advisory and Administrative Services.................. 10
Custodian........................................................ 12
Independent Certified Public Accountants......................... 13
Brokerage Allocation............................................. 13
Fund Shares and Other Securities................................. 14
Purchase, Exchange, Redemption and Pricing of Shares............. 15
Principal Underwriter............................................ 15
Calculation of Performance and Yield Quotations.................. 17
Financial Statements............................................. 20
Appendix ........................................................ 50
THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE CURRENT COMBINED PROSPECTUS OF THE WRIGHT MANAGED INCOME
TRUST (THE "TRUST") DATED MAY 1, 1996; A COPY OF WHICH MAY BE OBTAINED WITHOUT
CHARGE FROM WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC., 1000 LAFAYETTE
BOULEVARD, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: (800) 888-9471).
<PAGE>
GENERAL INFORMATION AND HISTORY
The Trust is a no-load, open-end, management investment company organized
as a Massachusetts business trust. The Trust was established pursuant to a
Declaration of Trust dated February 17, 1983, as amended and restated, and
further amended March 28, 1991 to change the name of the Trust from "The Wright
Managed Bond Trust" to "The Wright Managed Income Trust." On September 22, 1995,
Wright Government Obligations Fund and Wright Near Term Bond Fund changed their
names to Wright U.S. Treasury Fund and Wright U.S. Treasury Near Term Fund,
respectively. The Trust has the five series described herein (the "Funds") plus
one series offered under a separate prospectus and statement of additional
information. Each Fund is a diversified fund.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees of the Trust unless and until
such time as less than a majority of the Trustees holding office have been
elected by its shareholders. In such an event, the Trustees then in office will
call a shareholders' meeting for the election of Trustees. Subject to the
foregoing circumstances, the Trustees will continue to hold office and may
appoint successor or new Trustees except that, pursuant to provisions of the
Investment Company Act of 1940 (the "1940 Act"), which are set forth in the
By-laws of the Trust, the shareholders can remove one or more of its Trustees.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of the Trust or, if the interests of a
particular Fund are affected, a majority of such Fund's outstanding shares. The
Trustees are authorized to make amendments to the Declaration of Trust that do
not have a material adverse affect on the interests of shareholders. The Trust
may be terminated (i) upon the sale of the Trust's assets to another diversified
open-end management investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the Trustees recommend
such sale of assets, the approval by the vote of a majority of the Trust's
outstanding shares will be sufficient, or (ii) upon liquidation and distribution
of the assets of the Trust, if approved by a majority of its Trustees or by the
vote of a majority of the Trust's outstanding shares. If not so terminated, the
Trust may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The risk of any shareholder incurring any liability for the
obligations of the Trust is extremely remote.
Each Fund has retained Wright Investors' Service, Inc. of Bridgeport,
Connecticut ("Wright" or
<PAGE>
("Investment Adviser") as investment adviser to carry
out the management, investment and reinvestment of its assets. The Trust has
retained Eaton Vance Management ("Eaton Vance"), 24 Federal Street, Boston,
Massachusetts 02110, as administrator of the Trust's business affairs.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund is to provide a high level of return
consistent with the quality standards and average maturity for such Fund. The
securities in which each Fund may invest are described below. Except as
otherwise indicated, the investment objective and policies of the Funds may be
changed by the Trustees of the The Wright Managed Income Trust (the "Trust")
without a vote of the Funds' shareholders.
WRIGHT U.S.TREASURY FUND (WUSTB).WUSTB invests in U.S. reasury bills,
notes and bonds. For a further description of the WUSTB Fund's investments,
see the Appendix beginning at page 50.
WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB). WNTB invests in U.S. Treasury
obligations with an average weighted maturity of less than five years. This Fund
is designed to appeal to the investor seeking a high level of income that is
normally somewhat less variable and normally somewhat higher than that available
from short-term U.S. Treasury money market securities and who is also seeking to
limit fluctuation of capital (i.e., compared with longer-term U.S. Treasury
securities). Portfolio securities will consist entirely of U.S. Treasury
obligations, such as U.S. Treasury bills, notes and bonds.
WRIGHT TOTAL RETURN BOND FUND (WTRB). WTRB invests in a diversified
portfolio of high-quality bonds and other debt securities of high quality with
an average weighted maturity that, in the judgment of the Fund's investment
adviser, produces the best total return, i.e., the highest total of ordinary
income plus capital appreciation. Accordingly, investment selections may differ
depending on the particular phase of the interest rate cycle. Assets of this
Fund may be invested in U.S. Government and agency obligations, certificates of
deposit of federally insured banks and corporate obligations rated at the date
of investment A or better (high grade) by Standard & Poor's Ratings Group
("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's") or, if
not rated by such rating organizations, of comparable quality as determined by
the Investment Adviser pursuant to guidelines established by the Trust's
Trustees. In any case, they must also meet Wright Quality Rating Standards.
WRIGHT INSURED TAX FREE BOND FUND (WTFB). WTFB invests in a high-grade
portfolio consisting primarily of Municipal Securities (as defined in the
Appendix) that provide current interest income exempt from regular federal
income tax. In addition, under normal market conditions, at least 65% of the
Fund's investments will consist of municipal securities that are covered by
insurance guaranteeing the timely payment of principal and interest. However,
assets of this Fund may be temporarily invested in securities the interest
income from which may be subject to regular federal income tax (1) if, in the
Investment Adviser's opinion, investment considerations make it advisable to do
so; (2) to meet temporary liquidity requirements; and (3) during the period
between the commitment to purchase municipal bonds and the settlement date of
such purchases.
Except as provided above, the Fund's annual income is expected to consist
of interest exempt from regular federal income tax. Rather than simply hold a
fixed portfolio of bonds, the Investment Adviser will attempt to take advantage
of opportunities in the market place to achieve a higher total return (i.e., the
<PAGE>
combination of income and capital performance over the long term) when such
action is not inconsistent with the objective of providing a high level of
tax-free income. Distributions by the Fund that are exempt from regular federal
income tax may not be exempt from the federal alternative minimum tax or from
state or local taxes and distributions, if any, made from realized capital gains
are subject to federal, state and local taxes where applicable.
In addition, the market prices of municipal bonds, like those of taxable
debt securities, vary inversely with interest rate changes during the period
prior to maturity. As a result, the net asset value per share of the Fund can be
expected to fluctuate and shareholders may receive more or less than the
purchase price for shares which they redeem. The Fund will have an average
weighted maturity that, in the judgment of the Fund's investment adviser,
produces the best compromise between return and stability of principal.
All municipal securities purchased for WTFB will be covered by insurance
guaranteeing the timely payment of principal and interest, such insurance to be
"new issue" insurance, "secondary market" insurance, or "portfolio" insurance,
all as defined in the current Prospectus of the Trust.
If the Investment Adviser believes that "defensive" or other investment
considerations make it advisable to do so, up to 20% of the Fund's net assets
may be held in cash or invested in short-term taxable investments such as (1)
U.S. Treasury bills, notes, and bonds; (2) obligations of agencies and
instrumentali-ties of the U.S. Government; and (3) money market instruments,
such as high-quality domestic bank certificates of deposit, finance company and
corporate commercial paper and bankers' acceptances.
WRIGHT CURRENT INCOME FUND (WCIF). WCIF invests primarily in debt
obligations issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities, mortgage-related securities of governmental or corporate
issuers and corporate debt securities. The U.S. Government securities in which
the Fund may invest include direct obligations of the U.S. Government, such as
U.S. Treasury bills, notes, and bonds; obligations of U.S. Government agencies
and instrumentalities secured by the full faith and credit of the U.S. Treasury,
such as securities of the Government National Mortgage Association (GNMA) or the
Export-Import Bank; obligations secured by the right to borrow from the U.S.
Treasury, such as securities issued by the Federal Financing Bank or the Student
Loan Marketing Association; and obligations backed by the credit of the
government agency itself, such as securities of the Federal Home Loan Bank, the
Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage
Corporation (FHLMC).
The Fund may invest in mortgage-related securities issued by certain of the
agencies or federally chartered corporations listed above. These include
mortgage-backed securities of GNMA, FNMA and FHLMC, debentures and short-term
notes issued by FNMA and collateralized mortgage obligations issued by FHLMC. In
addition, the Fund may invest in collateralized mortgage obligations issued by
such private entities as financial institutions, mortgage bankers and
subsidiaries of home building companies, provided that they meet Wright Quality
Rating Standards. WCIF expects to concentrate its investments in Ginnie Mae
pass-through securities guaranteed by the Government National Mortgage
Association (GNMA or Ginnie Mae). These securities are backed by a pool of
mortgages which pass through to investors the principal and interest payments of
homeowners. Ginnie Mae guarantees that investors will receive timely princpal
payments even if homeowners do not make their mortgage payments on time.
The corporate debt securities in which the Fund may invest include
commercial paper and other short-term
<PAGE>
instruments rated A-1 by Standard & Poor's
or P-1 by Moody's. The Fund may invest in unrated debt securities if these are
determined by the Investment Adviser pursuant to guidelines established by the
Trust's Trustees to be of a quality comparable to that of the rated securities
in which the Fund may invest. All of the corporate debt securities purchased by
the Fund must meet Wright Quality Rating Standards.
The Fund may enter into repurchase agreements with respect to any
securities in which it may invest.
GENERAL POLICIES OF THE FUNDS. The Trust does not ordinarily expect to
establish investment reserves in cash equivalent securities (i.e., non-equity
securities which are readily converted into cash) in its taxable intermediate
and longer term Funds, but may do so from time to time should there be an influx
of investors' cash at a time when securities of an appropriate character or
quality are in short supply. Each of the taxable Funds, other than WUSTB and
WNTB, may invest in certificates of deposit, bankers' acceptances and other
obligations of domestic banks, including thrift institutions. In all cases,
high-quality standards will apply to such Funds' bank investments, meaning that
such investments will be rated within the two highest ratings by any major
rating service or, if the instrument is not rated, will be of comparable quality
as determined by the Trust's Trustees. The Funds may invest in bank obligations
and instruments of banks which have other relationships with the Funds, Eaton
Vance, Wright or Investors Bank & Trust Company.
Investments by WTFB will be confined to securities of those issuers which
meet the quality standards of Wright and to obligations that consist of:
(1) Municipal Securities which are rated at the time of purchase within the
two highest grades by Moody's (Aaa or Aa) or by Standard and Poor's
(AAA or AA), or, in the case of municipal notes, rated at least MIG 1
by Moody's or SP-1 by Standard & Poor's;
(2) Unrated Municipal Securities which, in the opinion of the Investment
Adviser, have credit characteristics equivalent to or better than
obligations rated Aa or MIG 1 by Moody's, or AA or SP-1 by Standard and
Poor's;
(3) Tax-exempt commercial (municipal) paper which is rated in the highest
grade by such rating services (P-1 or A-1, respectively) or which, in
the opinion of the Investment Adviser, has credit characteristics
equivalent to or better than such rated paper;
(4) Obligations, the interest on which is exempt from federal income
tax which at the time of purchase are backed by the full faith and
credit of the U.S. Government as to payment of principal and interest;
(5) Obligations, the interest on which is exempt from federal income tax
which at the time of purchase are insured as to principal and interest
by an agency, insurance company, or financial organization acceptable
to the Funds' investment adviser (e.g., the Municipal Bond Investors
Assurance Corporation [MBIA]);
(6) Temporary investments in taxable securities as noted above in the
sections relating to WTFB, and
(7) Cash.
For a further description of the instruments and ratings discussed above in
connection with the various Funds see the Appendix.
<PAGE>
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by each Fund and
may be changed with respect to a Fund only by the vote of a majority of the
Fund's outstanding voting securities, which as used in this Statement of
Additional Information means the lesser of (a) 67% of the shares of the Fund if
the holders of more than 50% of the shares are present or represented at the
meeting or (b) more than 50% of the shares of the Fund. Accordingly, each Fund
may not:
(1) Borrow money in excess of 1/3 of the current market value of the net
assets of a Fund (excluding the amount borrowed) and then only if such
borrowing is incurred as a temporary measure for extraordinary or
emergency purposes or to facilitate the orderly sale of portfolio
securities to accommodate redemption requests; or issue any securities
of a Fund other than its shares of beneficial interest except as
appropriate to evidence indebtedness which the Fund is permitted to
incur. To the extent that a Fund purchases additional portfolio
securities while such borrowings are outstanding, such Fund may be
considered to be leveraging its assets, which entails the risk that the
costs of borrowing may exceed the return from the securities purchased.
(The Trust anticipates paying interest on borrowed money at rates
comparable to a Fund's yield and the Trust has no intention of
attempting to increase any Fund's net income by means of borrowing);
(2) Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 1/3 of the total assets of the Fund taken at market;
(3) Invest more than 5% of a Fund's total assets taken at current market
value in the securities of any one issuer (other than securities issued
or guaranteed by the U.S. Government or its agencies or
instrumentalities) or allow a Fund to purchase more than 10% of the
voting securities of any one issuer;
(4) Purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Trust or its
manager, investment adviser or administrator who own individually more
than 1/2 of 1% of the issuer's securities;
(5) Purchase securities on margin, make short sales except sales against
the box, write or purchase or sell any put options (except with respect
to securities held by any Fund investing primarily in U.S. Government
securities or in securities the interest on which is exempt from
federal income tax), or purchase warrants;
(6) Buy or sell real estate unless acquired as a result of ownership of
securities;
(7) Purchase any securities which would cause more than 25% of the market
value of a Fund's total assets at the time of such purchase to be
invested in the securities of issuers having their principal business
activities in the same industry, provided that there is no limitation
in respect to investments in securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities and utility
companies, gas, electric, water and telephone companies are considered
as separate industries; except that, with respect to any Fund which has
a policy of being primarily invested in obligations whose interest
income is exempt from federal income tax, the restriction shall be that
the Trust will not purchase for that Fund either (i) pollution control
and industrial development bonds issued by non-governmental users or
(ii) securities whose interest income is not exempt from federal income
tax, if in either case the purchase would cause more than 25% of the
market value of the assets of the Fund at the time of such
<PAGE>
purchase to
be invested in the securities of one or more issuers having their
principal business activities in the same industry;
(8) Underwrite securities issued by other persons except insofar as the
Trust may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;
(9) Make loans, except to the extent that the purchase of debt instruments
in accordance with the Trust's investment objective and policies may be
deemed to be loans; or
(10) Purchase from or sell to any of its Trustees and officers, its manager,
administrator, or investment adviser, its principal underwriter, if
any, or the officers and directors of said manager, administrator,
investment adviser or principal underwriter, portfolio securities of
any Fund.
The issuer of a pollution control or industrial development bond for
purposes of investment restriction (7) is the entity or entities whose assets
and revenues will provide the source for payment of principal and interest on
the bond. A governmental or other entity that guarantees such a bond may also be
considered the issuer of a separate security for purposes of this restriction.
In addition, while not fundamental policies, so long as the shares of any
Fund are registered for sale in Texas, and while the following are generally
required conditions of registration in that State, the Trust undertakes that
each Fund will limit its investment in warrants, valued at the lower of cost or
market, to 5% of the value of the Fund's net assets (included within that
amount, but not to exceed 2% of the value of the Fund's net assets, may be
warrants which are not listed on the New York or American Stock Exchange.
Warrants acquired by the Fund in units or attached to securities may be deemed
to be without value); no Fund will purchase oil, gas or other mineral leases or
purchase partnership interests in oil, gas or other mineral exploration or
development programs; no Fund will purchase or sell real property (including
limited partnership interests, but excluding readily marketable interests in
real estate investment trusts or readily marketable securities of companies
which invest in real estate).
If a percentage restriction contained in any Fund's investment policies is
adhered to at the time of investment, a later increase or decrease in the
percentage resulting from a change in the value of portfolio securities or the
Fund's net assets will not be considered a violation of such restriction.
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those Trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary,
Boston Management and Research ("BMR"), Eaton Vance's parent company, Eaton
Vance Corp. (`EVC'), or Eaton Vance's and BMR's Trustee, Eaton Vance, Inc.
("EV"), by virtue of their affiliation with either the Trust, Wright, Eaton
Vance, BMR, EVC or EV, are indicated by an asterisk (*).
PETER M. DONOVAN (53), PRESIDENT AND TRUSTEE*
President and Director of Wright and Winthrop; Vice President, Treasurer and a
Director of Wright Investors' Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (69), VICE PRESIDENT, SECRETARY AND TRUSTEE*
Vice President of Eaton Vance, BMR, EVC and EV and Director, EV and EVC;
Director, Trustee and officer of various investment companies managed by Eaton
Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
<PAGE>
WINTHROP S. EMMET (85), TRUSTEE
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (72), TRUSTEE
President Emeritus, University of Bridgeport (1987- present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490
A.M. MOODY III (59), VICE PRESIDENT & TRUSTEE*
Senior Vice President, Wright and Winthrop; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LLOYD F. PIERCE (77), TRUSTEE
Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport,
CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of
Directors, Southern Connecticut Gas Company; Chairman, Board of Directors,
COSINE.
Address: 125 Gull Circle North, Daytona Beach, FL 32119
GEORGE R. PREFER (61), TRUSTEE
Retired President and Chief Executive Officer, Muller Data Corp., New York, NY
(President 1983- 1986 and 1989-1990); President and Chief Executive Officer,
InvestData Corporation, A Mellon Financial Services Company (1986-1989).
Address: 7738 Silver Bell Drive, Sarasota, FL 34241
RAYMOND VAN HOUTTE (71), TRUSTEE
President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca,
NY (since January 1989); President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
(1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaported
Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JUDITH R. CORCHARD (57), VICE PRESIDENT
Executive Vice President, Investment Management: Senior Investment Officer;
Vice Chairman of the Investment Committee and Director, Wright and Winthrop.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (51), TREASURER
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (60), ASSISTANT SECRETARY AND
ASSISTANT TREASURER
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (44), ASSISTANT TREASURER
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr.Austin was elected
Assistant Treasurer of the Trust on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (33), ASSISTANT SECRETARY
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR. Mr.Murphy was elected Assistant Secretary of the Trust on
June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (38), ASSISTANT SECRETARY
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was
elected Assistant Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
<PAGE>
All of the Trustees and officers hold identical positions with The Wright
Managed Equity Trust, The Wright Managed Blue Chip Series Trust (except Mr.
Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those
Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who
are not affiliated persons of the Trust are paid by the Funds and other series
of the Trust. They also received additional payments from other investment
companies for which Wright provides investment advisory services. The Trustees
who are interested persons of the Trust receive no compensation from the Trust.
The Trust does not have a retirement plan for its Trustees. For Trustee
compensation for the fiscal year ended December 31, 1995, see the table below.
Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the
Special Nominating Committee of the Trustees of the Trust. The Special
Nominating Committee's function is selecting and nominating individuals to fill
vacancies, as and when they occur, in the ranks of those Trustees who are not
"interested persons" of the Trust, Eaton Vance or Wright. The Trust does not
have a designated audit committee since the full board performs the functions of
such committee.
<TABLE>
COMPENSATION TABLE - FISCAL YEAR ENDED DECEMBER 31, 1995
The Wright Managed Income Trust -- Registered Investment Companies (6)
Aggregate Compensation from Pension Benefits Estimated Total Compensation
Trustees The Wright Managed Income Trust Accrued Annual Benefits Paid(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Winthrop S. Emmet $1,250 None None $5,000
Leland Miles $1,250 None None $4,750
Lloyd F. Pierce $1,250 None None $5,000
George R. Prefer $1,250 None None $5,000
Raymond Van Houtte $1,250 None None $5,000
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Total compensation paid is from The Wright Managed Income Trust (6 funds) and the other boards in the Wright Fund complex (27
Funds) for a total of 33 Funds.
</FN>
</TABLE>
CONTROL PERSONS AND
PRINCIPAL HOLDERS OF SHARES
As of January 31, 1996, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Fund. The
Funds' shares are held primarily by trust departments of depository institutions
and trust companies either for their own account or for the accounts of their
clients. From time to time, several of these trust departments are the record
owners of 5% or more of the outstanding shares of a particular Fund. To date,
the Funds' experience has been that such shareholders do not continuously hold
in excess of 5% or more of a Fund's outstanding shares for extended periods of
time. Should a shareholder continuously hold 5% or more of a Fund's outstanding
shares for an extended period of time (a period in excess of a year), this would
be disclosed by an amendment to this Statement of Additional Information showing
such shareholder's name, address and percentage of ownership. Upon request, the
Trust will provide shareholders with a list of all shareholders holding 5% or
more of a Fund's outstanding shares as of a current date.
On January 31, 1996, the number of trust departments which were the record
owners of more than 5% of the outstanding shares of the Funds was as follows:
WUSTB, 5; WNTB, 4; WTRB, 4; WTFB, 6; and WCIF, 4.
<PAGE>
INVESTMENT ADVISORY AND
ADMINISTRATIVE SERVICES
The Funds have engaged Winthrop to act as their investment adviser pursuant
to an Investment Advisory Contract dated December 21, 1987 (the "Investment
Advisory Contract"). Pursuant to a service agreement effective February 1,
1996 between Winthrop and Wright, Wright, acting under the general supervision
of the Trust's Trustees, furnishes each Fund with investment advice and
management services, as described below. Winthrop supervises Wright's
performance of this function and retains its contractual obligations under the
Investment Advisory Contract with each Fund. The address of both Winthrop and
Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. Winthrop was
founded in 1960. Wright, its successor and wholly-owned subsidiary, currently
provides investment services to clients throughout the United States and abroad.
John Winthrop Wright may be considered a controlling person of Winthrop and
Wright by virtue of his position as Chairman of the Board of Directors of
Winthrop and Wright, and by reason of his ownership of more than a majority of
the outstanding shares of Winthrop.
Pursuant to the Investment Advisory Contract, Wright will carry out the
investment and reinvestment of the assets of the Funds, will furnish
continuously an investment program with respect to the Funds, will determine
which securities should be purchased, sold or exchanged, and will implement such
determinations. Wright will furnish to the Funds investment advice and
management services, office space, equipment and clerical personnel, and
investment advisory, statistical and research facilities. In addition, Wright
has arranged for certain members of the Eaton Vance and Wright organizations to
serve without salary as officers or Trustees of the Trust. In return for these
services, each Fund is obligated to pay a monthly advisory fee calculated at the
rates set forth in the Fund's current Prospectus. Effective February 1, 1996,
Winthrop will cause the Funds to pay to Wright the entire amount of the advisory
fee payable by each Fund under the Investment Advisory Contract with Winthrop.
The following table sets forth the net assets of each Fund as at December 31,
1995 and the advisory fee earned during the fiscal years ended December 31,
1995, 1994 and 1993.
Fees Earned for the
Aggregate Fiscal Year Ended December 31
Net Assets -----------------------------
at 12/31/95 1995 1994 1993
- ----------------------------------------------------------------------------
WUSTB(1) $15,156,244 $ 65,539 $ 84,992 $ 122,610
WNTB 143,599,834 739,265 1,266,025 1,549,112
WTRB 122,761,602 525,335 824,625 1,054,524
WTFB(2) 9,934,695 42,577 57,725 66,443
WCIF 66,345,173 313,626 403,012 437,383
- ----------------------------------------------------------------------------
(1) To enhance the net income of the Fund during the fiscal year ended December
31, 1995, Winthrop made a reduction of its advisory fee in the amount of
$17,515.
(2) To enhance the net income of the Fund, Winthrop made a reduction of its
advisory fees during each of the fiscal years ended December 31, 1995, 1994 and
1993 by $42,577, $29,956 and $8,267, respectively. For the fiscal year ended
December 31, 1995, Winthrop was allocated $927 of expenses related to the
operation of the Fund.
The Trust has engaged Eaton Vance to act as the administrator for each Fund
pursuant to an Administration Agreement dated November 1, 1990. Eaton Vance, or
its affiliates act as investment adviser to investment companies and various
individual and institutional clients with assets under management of
approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of EVC, a
publicly held holding company.
Under the Administration Agreement, Eaton Vance is responsible for managing
the business affairs of each Fund, subject to the supervision of the Trust's
Trustees. Eaton Vance's services include recordkeeping, preparation and filing
of documents required to comply with federal and state securities laws,
supervising the activities of the Trust's custodian and transfer agent,
providing assistance in connection with
<PAGE>
the Trustees' and shareholders' meetings
and other administrative services necessary to conduct each Fund's business.
Eaton Vance will not provide any investment management or advisory services to
the Funds. For its services under the Administration Agreement, Eaton Vance
receives monthly administration fees at the annual rates set forth in the Fund's
current Prospectus. The following table sets forth the administration fees
earned for the fiscal years ended December 31, 1995, 1994 and 1993.
Administration Fees Paid
for the Fiscal Year Ended December 31
---------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------
WUSTB $ 16,384 $ 21,245 $ 30,653
WNTB 129,501 172,293 192,794
WTRB 110,899 136,920 156,793
WTFB 10,644 14,431 16,607
WCIF 78,407 97,754 107,639
- ----------------------------------------------------------------------------
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner,
James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the
same persons and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman,
and Mr. Gardner is president and chief executive officer of EVC, Eaton Vance,
BMR and EV. All of the issued and outstanding shares of Eaton Vance and of EV
are owned by EVC. All of the issued and outstanding shares of BMR are owned by
Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires December 31, 1996, the Voting Trustees
of which are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The Voting
Trustees have unrestricted voting rights for the election of Directors of EVC.
All of the outstanding voting trust receipts issued under said Voting Trust are
owned by certain of the officers of Eaton Vance and BMR who are also officers
and Directors of EVC and EV. As of January 31, 1996, Messrs. Clay, Gardner and
Hawkes each owned 24% of such voting trust receipts. Messrs. Rowland and Brigham
each owned 15% and 13%, respectively, of such voting trust receipts. Mr. Brigham
is an officer and Trustee of the Trust, and a member of the Eaton Vance, EVC,
BMR and EV organizations. Messrs. Austin, Murphy, O'Connor and Woodbury and Ms.
Sanders are officers of the Trust and are also members of the Eaton Vance, BMR
and EV organizations. Eaton Vance will receive the fees paid under the
Administration Agreements.
EVC owns all of the stock of Energex Energy Corporation which is engaged in
oil and gas operations. In addition, Eaton Vance owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment and consulting and
management. EVC owns all of the stock of Fulcrum Management, Inc. and MinVen,
Inc., which are engaged in the development of precious metal properties. EVC,
EV, Eaton Vance and BMR may also enter into other businesses.
The Trust will be responsible for all of its expenses not expressly stated
to be payable by Wright under its Investment Advisory Contract or by Eaton Vance
under its Administration Agreement, including, without limitation, the fees and
expenses of its custodian and transfer agent, including those incurred for
determining each Fund's net asset value and keeping each Fund's books; the cost
of share certificates; membership dues in investment company organizations;
brokerage commissions and fees; fees and expenses of registering its shares;
expenses of reports to shareholders, proxy statements, and other expenses of
shareholders' meetings; insurance premiums; printing and mailing expenses;
interest, taxes and corporate fees; legal and accounting expenses;
<PAGE>
expenses of
Trustees not affiliated with Eaton Vance or Wright; distribution expenses
incurred pursuant to the Trust's distribution plan; and investment advisory and
administration fees. The Trust will also bear expenses incurred in connection
with litigation in which the Trust is a party and the legal obligation the Trust
may have to indemnify its officers and Trustees with respect thereto.
The Trust's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1997. The Trust's Investment Advisory
Contract may be continued with respect to a Fund from year to year thereafter so
long as such continuance after February 28, 1997 is approved at least annually
(i) by the vote of a majority of the Trustees who are not "interested persons"
of the Trust, Eaton Vance or Wright cast in person at a meeting specifically
called for the purpose of voting on such approval and (ii) by the Board of
Trustees of the Trust or by vote of a majority of the outstanding shares of that
Fund. The Trust's Administration Agreement may be continued from year to year
after February 28, 1997 so long as such continuance is approved annually by the
vote of a majority of the Trustees. Each agreement may be terminated as to a
Fund at any time without penalty on sixty (60) days written notice by the Board
of Trustees or Directors of either party, or by vote of the majority of the
outstanding shares of that Fund, and each agreement will terminate automatically
in the event of its assignment. Each agreement provides that, in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties to the Trust under such agreement on the part of Eaton
Vance or Wright, Eaton Vance or Wright will not be liable to the Trust for any
loss incurred. The Trust's Investment Advisory Contract and Administration
Agreement were most recently approved by its Trustees, including the
"non-interested Trustees," at a meeting held on January 24, 1996 and by the
shareholders of each of its Funds at a meeting held on December 9, 1987.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 89 South Street, Boston, Massachusetts,
acts as custodian for the Funds. IBT has the custody of all cash and securities
of the Funds, maintains the Funds' general ledgers and computes the daily net
asset value per share. In such capacity it attends to details in connection with
the sale, exchange, substitution, transfer or other dealings with the Funds'
investments, receives and disburses all funds and performs various other
ministerial duties upon receipt of proper instructions from the Funds. IBT
charges custody fees which are competitive within the industry. A portion of the
custody fee for each fund served by IBT is based upon a schedule of percentages
applied to the aggregate assets of those funds managed by Eaton Vance for which
IBT serves as custodian, the fees so determined being then allocated among such
funds relative to their size. These fees are then reduced by a credit for cash
balances of the particular fund at IBT equal to 75% of the 91-day, U.S. Treasury
Bill auction rate applied to the particular fund's average daily collected
balances for the week. In addition, each fund pays a fee based on the number of
portfolio transactions and a fee for bookkeeping and valuation services.
INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the Trust's
independent certified public accountants, providing audit services, tax return
preparation, and assistance and consultation with respect to the preparation of
filings with the Securities and Exchange Commission.
<PAGE>
BROKERAGE ALLOCATION
Wright places the portfolio security transactions for each Fund, which in some
cases may be effected in block transactions which include other accounts managed
by Wright. Wright provides similar services directly for bank trust departments.
Wright seeks to execute portfolio security transactions on the most favorable
terms and in the most effective manner possible. In seeking best execution,
Wright will use its best judgment in evaluating the terms of a transaction, and
will give consideration to various relevant factors, including without
limitation the size and type of the transaction, the nature and character of the
markets for the security, the confidentiality, speed and certainty of effective
execution required for the transaction, the reputation, experience and financial
condition of the broker-dealer and the value and quality of service rendered by
the broker-dealer in other transactions, and the reasonableness of the brokerage
commission or markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Funds may give consideration to those firms
which supply brokerage and research services, quotations and statistical and
other information to Wright for their use in servicing their accounts. The Funds
may include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less than all of their accounts and
the services and information furnished by a particular firm may not necessarily
be used in connection with the account which paid brokerage commissions to such
firm. The advisory fee paid by the Funds to Wright is not reduced as a
consequence of Wright's receipt of such services and information. While such
services and information are not expected to reduce Wright's normal research
activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if it should
attempt to develop comparable services and information through its own staffs.
Subject to the requirement that Wright shall use its best efforts to seek
to execute each Fund's portfolio security transactions at advantageous prices
and at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom a Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Funds or of other investment companies
sponsored by Wright. This policy is consistent with a rule of the National
Association of Securities Dealers, Inc., which rule provides that no firm which
is a member of the Association shall favor or disfavor the distribution of
shares of any particular investment company or group of investment companies on
the basis of brokerage commissions received or expected by such firm from any
source.
Under the Investment Advisory Contract, Wright has the authority to pay
commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met. This authority will not be exercised, however, until the
Trust's Prospectus or this Statement of Additional Information has been
supplemented or amended to disclose the conditions under which Wright proposes
to do so.
<PAGE>
The Investment Advisory Contract expressly recognizes the practices which
are provided for in Section 28(e) of the Securities Exchange Act of 1934 by
authorizing the selection of a broker or dealer which charges a Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
During the year ended December 31, 1995, each Fund's purchases and sales of
portfolio investments were with the issuers or with major dealers acting as
principal. The cost of securities purchased from underwriters includes a
disclosed, fixed underwriting commission or concession, and the prices for which
securities are purchased from and sold to dealers usually include an undisclosed
dealer mark-up or mark-down. The Funds paid no brokerage commissions during the
years ended December 31, 1993, 1994 and 1995.
FUND SHARES AND OTHER SECURITIES
The shares of beneficial interest of the Trust, without par value, may be
issued in two or more series, or Funds. The Trust currently has six Funds.
Shares of each Fund may be issued in an unlimited number by the Trustees of the
Trust. Each share of a Fund represents an equal proportionate beneficial
interest in that Fund and, when issued and outstanding, the shares are fully
paid and non-assessable by the Trust.
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted in proportion to the amount of a Fund's net asset value
which they represent. Voting rights are not cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees and, in such event, the holders of the remaining less
than 50% of the shares voting on the matter will not be able to elect any
Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of the Trust or a Fund, shareholders are entitled
to share pro rata in the net assets of the Trust or Fund available for
distribution to shareholders, and in any general assets of the Trust not
previously allocated to a particular Fund by the Trustees.
PURCHASE, EXCHANGE,
REDEMPTION AND PRICING OF SHARES
For information regarding the purchase of shares, see "How to Buy Shares"
in the Funds' current Prospectus.
For information about exchanges between Funds, see "How to Exchange Shares"
in the Funds' current Prospectus.
For a description of how the Funds value their shares, see "How the Funds
Value their Shares" in the Funds' current Prospectus. The Funds value securities
with a remaining maturity of 60 days or less by the amortized cost method. The
amortized cost method involves initially valuing a security at its cost (or its
fair market value on the sixty-first day prior to maturity) and thereafter
assuming a constant amortization to maturity of any discount or premium, without
regard to unrealized appreciation or depreciation in the market value of the
security.
For information about the redemption of shares, see "How to Redeem or Sell
Shares" in the Funds' current Prospectus.
<PAGE>
PRINCIPAL UNDERWRITER
The Trust has adopted a Distribution Plan as defined in Rule 12b-1 under
the 1940 Act (the "Plan") on behalf of its Funds. The Trust's Plan specifically
allows that expenses covered by the Plan may include direct and indirect
expenses incurred by any separate distributor or distributors under agreement
with the Trust in activities primarily intended to result in the sale of its
shares. The expenses of such activities shall not exceed two-tenths of one
percent (2/10 of 1%) per annum of each Fund's average daily net assets. Payments
under the Plan are reflected as an expense in each Fund's financial statements.
Such expenses do not include interest or other financing charges.
The Trust has entered into a distribution contract on behalf of its Funds
with its principal underwriter, Wright Investors' Service Distributors, Inc.
("WISDI"),a wholly-owned subsidiary of Winthrop, providing for WISDI to act as a
separate distributor of each Fund's shares.
It is intended that each Fund will pay 2/10 of 1% of its average daily net
assets to WISDI for distribution activities on behalf of the Fund in connection
with the sale of its shares. WISDI shall provide on a quarterly basis
documentation concerning the expenses of such activities. Documented expenses of
a Fund shall include compensation paid to and out-of-pocket disbursements of
officers, employees or sales representatives of WISDI, including telephone
costs, the printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of sales literature, and advertising
of any type intended to enhance the sale of shares of the Fund. Subject to the
2/10 of 1% per annum limitation imposed by the Trust's Plan, a Fund may pay
separately for expenses of activities primarily intended to result in the sale
of the Fund's shares. It is contemplated that the payments for distribution
described above will be made directly to WISDI. If the distribution payments to
WISDI exceed its expenses, WISDI may realize a profit from these arrangements.
Peter M. Donovan, President and a Trustee of the Trust and President and a
Director of Wright and Winthrop, is Vice President, Treasurer and a Director of
WISDI. A.M. Moody, III, Vice President and a Trustee of the Trust and Senior
Vice President of Wright and Winthrop, is President and a Director of WISDI.
It is the opinion of the Trustees and officers of the Trust that the
following are not expenses primarily intended to result in the sale of shares
issued by any Fund; fees and expenses of registering shares of the Fund under
federal or state laws regulating the sale of securities; fees and expenses of
registering the Trust as a broker-dealer or of registering an agent of the Trust
under federal or state laws regulating the sale of securities; fees of
registering, at the request of the Trust, agents or representatives of a
principal underwriter or distributor of any Fund under federal or state laws
regulating the sale of securities, provided that no sales commission or "load"
is charged on sales of shares of the Fund; and fees and expenses of preparing
and setting in type the Trust's registration statement under the Securities Act
of 1933. Should such expenses be deemed by a court or agency having jurisdiction
to be expenses primarily intended to result in the sale of shares issued by a
Fund, they shall be considered to be expenses contemplated by and included in
the applicable Plan but not subject to the 2/10 of 1% per annum limitation
described above.
Under the Trust's Plan, the President or Vice President of the Trust shall
provide to the Trustees for their review, and the Trustees shall review at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made. For the fiscal year ended
December 31, 1995, it is estimated that WISDI spent approximately the following
amounts on behalf of The Wright Managed Investment Funds, including the Funds in
the Trust:
<PAGE>
<TABLE>
Wright Investors Service Distributors, Inc.
Financial Summaries for the Year 1995
Printing & Mailing Travel and Commissions and Administration
FUNDS Promotional Prospectuses Entertainment Service Fees and Other TOTAL
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright U.S. Treasury Fund $ -- $ -- $ -- -- $ -- $ --
Wright U.S. Treasury Near Term Fund 192,171 59,339 47,261 -- 50,736 347,507
Wright Total Return Bond Fund 140,735 41,991 34,611 -- 37,156 254,493
Wright Insured Tax Free Bond Fund -- -- -- -- -- --
Wright Current Income Fund 85,921 25,637 21,131 -- 22,684 155,373
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table shows the distribution expenses allowable to WISDInd
paid by each Fund for the year ended December 31, 1995.
Distribution
Expenses
Distribution Distribution Paid As a % of
Expenses Expenses Fund's Average
Allowable Paid by Fund Net Asset Value
- -----------------------------------------------------------------------------
WUSTB $ 32,770 $ 0(1) 0.00%
WNTB $ 347,507 $ 347,507 0.20%
WTRB $ 254,493 $ 254,493 0.20%
WTFB $ 21,289 0(2) 0.00%
WCIF $ 155,373 $155,373 0.20%
- ------------------------------------------------------------------------------
(1) WISDI reduced its fee in the full amount of $32,770.
(2) WISDI reduced its fee in the full amount of $21,289.
Under its terms, the Trust's Plan remains in effect from year to year,
provided such continuance is approved annually by a vote of its Trustees,
including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Trust's Plan. The Plan may not be amended to increase materially the amount to
be spent for the services described therein as to any Fund without approval of a
majority of the outstanding voting securities of that Fund and all material
amendments of the Plan must also be approved by the Trustees of the Trust in the
manner described above. The Trust's Plan may be terminated at any time as to any
Fund without payment of any penalty by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or by a vote of a
majority of the outstanding voting securities of that Fund. So long as the
Trust's Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons. The Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that the Plan
will benefit the Trust and its shareholders.
The continuation of the Trust's Plan was most recently approved by the
Trustees of the Trust on January 24, 1996 and by the shareholders of each Fund
on December 9, 1987.
CALCULATION OF PERFORMANCE
AND YIELD QUOTATIONS
The average annual total return of each Fund is determined for a particular
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (i.e. net asset
value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that
<PAGE>
amount. Total return for a
period of one year is equal to the actual return of the Fund during that period.
This calculation assumes that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period.
Each Fund's yield is computed by dividing its net investment income per
share earned during a recent 30-day period by the maximum offering price (i.e.
net asset value) per share on the last day of the period and annualizing the
resulting figure. Net investment income per share is equal to the Fund's
dividends and interest earned during the period, with the resulting number being
divided by the average daily number of shares outstanding and entitled to
receive dividends during the period.
For the 30-day period ended December 31, 1995, the yield of each Fund was
as follows:
30-Day Period
Ended
December 31, 1995*
- -----------------------------------------------------------
Wright U.S. Treasury Fund............... 6.06%
Wright U.S. Treasury Near Term Fund..... 4.73%
Wright Total Return Bond Fund........... 5.30%
Wright Insured Tax Free Bond Fund....... 3.59%
Wright Current Income Fund.............. 6.46%
- -----------------------------------------------------------
* according to the following formula:
Yield = 2 [ ( a-b + 1)6 - 1 ]
---
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (after reductions).
c = the average daily number of accumulation units outstanding during
the period.
d = the maximum offering price per accumulation unit on the last day
of the period.
NOTE: "a" has been estimated for debt securities other than mortgage
certificates by dividing the year-end market value times the yield to maturity
by 360. "a" for mortgage securities, such as GNMA's, is the actual income
earned. Neither discount nor premium have been amortized.
"b" has been estimated by dividing the actual 1992 expense amounts by 360
or the number of days the Fund was in existence.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic securities indices. A Fund's yield or total return and
comparisons with these indices may be used in advertisements and in information
furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. According to the rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis includes the reinvestment of
dividends and capital gain distributions, but does not take sales charges into
consideration and is prepared without regard to tax consequences.
The table on the next page shows the average annual total return of each
Fund for the one, three, five and ten-year periods ended December 31, 1995 and
the period from inception to December 31, 1995.
<PAGE>
<TABLE>
Period Ended 12/31/95 Inception
One Three Five Ten To Inception
Year Years Years Years 12/31/95 Date
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright U.S. Treasury Fund (1) 28.2% 10.7% 11.3% 10.2% 11.5% 7/25/83
Wright U.S. Treasury Near Term Fund (2) 11.9% 5.4% 7.1% 7.6% 8.6% 7/25/83
Wright Total Return Bond Fund (3) 22.0% 8.2% 9.4% 8.9% 10.5% 7/25/83
Wright Insured Tax Free Bond Fund (4) 11.6% 5.6% 7.0% 6.8% 7.2% 4/10/85
Wright Current Income Fund (5) 17.5% 6.6% 8.3% -- 8.9% 4/15/87
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) If a portion of WUSTB's expenses had not been subsidized for the years
ended December 31, 1995, 1993, 1992, 1987,1985 and 1984, the Fund would
have had lower returns.
(2) If a portion of WNTB's expenses had not been subsidized during the year
ended December 31, 1987, the Fund would have had lower returns.
(3) If a portion of WTRB's expenses had not been subsidized during the five
years ended December 31,1989, the Fund would have had lower returns.
(4) If a portion of WTFB's expenses had not been subsidized during the ten
years ended December 31, 1995, the Fund would have had lower returns.
(5) If a portion of WCIF's expenses had not been subsidized during the five
years ended December 31,1991, the Fund would have had lower returns.
</FN>
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited
financial information for the Fund contained in the Fund's
shareholder report for the fiscal year ended December 31, 1995
as previously filed electronically with the Securities and
Exchange Commission (Accession Number 0000715165-96-000004).
<PAGE>
APPENDIX
- --------
DESCRIPTION OF INVESTMENTS
U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS -- U.S. Government
obligations are issued by the Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
REPURCHASE AGREEMENTS -- involve purchase of debt securities of the U.S.
Treasury or a Federal agency, Federal instrumentality or Federally created
corporation. At the same time a Fund purchases the security, it resells it to
the vendor (a member bank of the Federal Reserve System or recognized securities
dealer), and is obligated to redeliver the security to the vendor on an
agreed-upon date in the future. The resale price is in excess of the purchase
price and reflects an agreed-upon market rate unrelated to the coupon rate on
the purchased security. Such transactions afford an opportunity for a Fund to
earn a return on cash which is only temporarily available. A Fund's risk is the
ability of the vendor to pay an agreed-upon sum upon the delivery date, and the
Trust believes the risk is limited to the difference between the market value of
the security and the repurchase price provided for in the repurchase agreement.
However, bankruptcy or insolvency proceedings affecting the vendor of the
security which is subject to the repurchase agreement, prior to the repurchase,
may result in a delay in a Fund being able to resell the security.
In all cases when entering into repurchase agreements with other than
FDIC-insured depository institutions, the Funds will take physical possession of
the underlying collateral security, or will receive written confirmation of the
purchase of the collateral security and a custodial or safekeeping receipt from
a third party under a written bailment for hire contract, or will be the
recorded owner of the collateral security through the Federal Reserve Book-Entry
System.
CERTIFICATES OF DEPOSIT -- are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
BANKERS' ACCEPTANCES -- are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
COMMERCIAL PAPER -- refers to promissory notes issued by corporations in
order to finance their short-term credit needs.
FINANCE COMPANY PAPER -- refers to promissory notes issued by finance
companies in order to finance their short- erm credit needs.
CORPORATE OBLIGATIONS -- include bonds and notes issued by corporations in
order to finance longer-term credit needs.
MUNICIPAL SECURITIES -- Municipal securities are issued by or on behalf of
states, territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities, and the District of Columbia, to
obtain funds for various public purposes. The interest on these obligations is
exempt from regular Federal income tax in the hands of most investors. The two
principal classifications of municipal securities are "notes" and "bonds".
Municipal notes are generally used to provide for short-term
<PAGE>
capital needs and
generally have maturities of one year or less. Municipal notes include:
Tax Anticipation Notes
Revenue Anticipation Notes
Bond Anticipation Notes
Construction Loan Notes
TAX ANTICIPATION NOTES (TANS) are sold to finance working capital needs of
municipalities. They are generally repayable from specific tax revenues expected
to be received at a future date. TANs are usually general obligations of the
issuer. A weakness in an issuer's capacity to raise taxes due to, among other
things, a decline in its tax base or a rise in delinquencies, could adversely
affect the issuer's ability to meet its obligations on outstanding TANs.
REVENUE ANTICIPATION NOTES (RANS) are issued in expectation of receipt of
future revenues from a designated source, such as Federal revenues available
under the Federal Revenue Sharing Program that will be used to repay the notes.
Like TANs, they also constitute general obligations of the issuer. A decline in
the receipt of projected revenues could adversely affect an issuer's ability to
meet its obligations on outstanding RANs. In addition, the possibility that the
revenues would, when received, be used to meet other obligations could affect
the ability of the issuer to pay the principal and interest on RANs.
BOND ANTICIPATION NOTES (BANS) are usually general obligations of state and
local government issuers which are sold to provide interim financing for
projects that will eventually be funded through the sale of long-term debt
obligations or bonds. The ability of an issuer to meet its obligations on its
BANs is dependent on the issuer's access to the long-term municipal bond market
and the likelihood that the proceeds of such bond sales will be used to pay the
principal and interest of the BANs.
CONSTRUCTION LOAN NOTES (CLNS) are sold to provide construction financing.
After the projects are successfully completed and accepted, many projects
receive permanent financing through the Federal Housing Administration under
FNMA or GNMA.
TAX-EXEMPT COMMERCIAL PAPER (MUNICIPAL PAPER) represents very short-term
unsecured (except possibly by a bank line of credit), negotiable, promissory
notes, issued by states, municipalities, and their agencies. Maturities of
municipal paper generally will be shorter than the maturities of BANs, RANs, or
TANs.
While the above represents the major portion of the short-term tax-exempt
note market, there are a number of other types of notes issued for different
purposes and secured differently than those described above. WTFB may invest in
such other types of notes to the extent permitted under the investment objective
and policies and investment restrictions for WTFB.
Longer term capital needs are usually met by issuing municipal bonds. The
two principal classifications of these are "general obligation" and "revenue"
bonds.
Issuers of general obligation bonds include states, counties, cities, towns
and regional districts. The proceeds of these obligations are used to fund a
wide range of public projects including the construction or improvement of
schools, highways and roads, water and sewer systems and a variety of other
public purposes. The basic security of general obligation bonds is the issuer's
pledge of its faith, credit, and taxing power for the payment of principal and
interest. The taxes that can be levied for the payment of debt service may be
limited or unlimited as to rate or amount or special assessments.
The principal security for a revenue bond is generally the net revenues
derived from a particular facility
<PAGE>
or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Revenue
bonds have been issued to fund a wide variety of capital projects including:
electric, gas, water, sewer and solid waste disposal systems; highways, bridges
and tunnels; port, airport and parking facilities; transportation systems;
housing facilities; colleges and universities and hospitals. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may be used to
make principal and interest payments on the issuer's obligations. Housing
finance authorities have a wide range of security including partially or fully
insured, rent subsidized and/or collateralized mortgages, and/or the net
revenues from housing or other public projects. In addition to a debt service
reserve fund, some authorities provide further security in the form of a state's
ability (without legal obligation) to make up deficiencies in the debt service
reserve fund. Lease rental revenue bonds issued by a state or local authority
for capital projects are normally secured by annual lease rental payments from
the state or locality to the authority sufficient to cover debt service on the
authority's obligations.
Industrial development and pollution control bonds, although nominally
issued by municipal authorities, are in most cases revenue bonds and are
generally not secured by the taxing power of the municipality but are usually
secured by the revenues of the authority derived from payments by the industrial
user or users. For this reason, the Trust would not consider such an issue as
suitable for investment for WTFB unless the industrial user or users meet the
credit and quality standards of Wright, the investment adviser (See Wright
Investors' Service Quality Ratings below).
There is, in addition, a variety of hybrid and special types of municipal
obligations from those described above. Some municipal bonds are additionally
secured by insurance, bank credit agreements, or escrow accounts.
The Trust expects that it will not invest more than 25% of the total assets
of WTFB in municipal obligations whose issuers are located in the same state or
more than 25% of the total assets in municipal bonds the security of which is
derived from any one of the following categories: hospitals and health
facilities; turnpikes and toll roads; ports and airports; or colleges and
universities. The Trust may, however, invest more than 25% of the total assets
of WTFB in municipal bonds of one or more issuers of bonds and notes of the
following types: public housing authorities; state and local housing finance
authorities; municipal utilities systems, provided that they are secured or
backed by the U.S. Treasury or other U.S. Government agencies and by any agency,
insurance company, bank or other financial organization acceptable to the
Trust's Trustees. There could be economic, business or political developments,
which might affect all municipal bonds of a similar type. However, the Trust
believes that the most important consideration affecting risk is the quality of
municipal bonds and/or the credit worthiness any guarantor thereof.
Obligations of issuers of municipal securities, including municipal
securities issued by them, are subject to the provisions of bankruptcy,
insolvency, and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Reform Act of 1978, and laws, if any, which may be
enacted by Congress or state legislatures or by referenda extending the time for
payment of principal or interest, or both, or imposing other constraints upon
enforcement of such obligations or upon municipalities to levy taxes. There is
also the possibility that, as a result of litigation or other conditions, the
power or ability of any one or more issuers to pay, when due, principal of and
interest on its or their municipal securities may be materially affected.
<PAGE>
"WHEN ISSUED" SECURITIES -- U.S. Government obligations and Municipal
Securities are frequently offered on a "when-issued" basis. When so offered, the
price, which is generally expressed in terms of yield to maturity, is fixed at
the time the commitment to purchase is made, but delivery and payment for the
when-issued securities may take place at a later date. Normally, the settlement
date occurs 15 to 90 days after the date of the transaction. The payment
obligation and the interest rate that will be received on the securities are
fixed at the time a Fund enters into the purchase commitment. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. To the extent that assets of a Fund are
held in cash pending the settlement of a purchase of securities, the Fund would
earn no income; however, it is the intention that the Funds will be fully
invested to the extent practicable and subject to the policies stated above.
While when-issued securities may be sold prior to the settlement date, it is
intended that such securities will be purchased for a Fund with the purpose of
actually acquiring them unless a sale appears to be desirable for investment
reasons. At the time a commitment to purchase securities on a when-issued basis
is made for a Fund, the transaction will be recorded and the value of the
security reflected in determining the Fund's net asset value. The Trust will
establish a segregated account in which a Fund that purchases securities on a
when-issued basis will maintain cash and high-grade liquid debt securities equal
in value to commitments for when-issued securities. If the value of the
securities placed in the separate account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will at least equal the amount of a Fund's when-issued commitments.
Such segregated securities either will mature or, if necessary, be sold on or
before the settlement date. Securities purchased on a when-issued basis and the
securities held by a Fund are subject to changes in value based upon the
public's perception of the credit worthiness of the issuer and changes in the
level of interest rates (which will generally result in both changing in value
in the same way, i.e., both experiencing appreciation when interest rates
decline and depreciation when interest rates rise). Therefore, to the extent
that a Fund remains substantially fully invested at the same time that it has
purchased securities on a when-issued basis, there will be greater fluctuations
in the market value of the Fund's net assets than if cash were solely set aside
to pay for when-issued securities.
WRIGHT QUALITY RATINGS
Wright Quality Ratings provide the means by which the fundamental criteria for
the measurement of quality of an issuer's securities can be objectively
evaluated.
Each rating is based on 32 individual measures of quality grouped into four
components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability
and Stability, and (4) Growth. The total rating is three letters and a numeral.
The three letters measure (1) Investment Acceptance, (2) Financial Strength, and
(3) Profitability and Stability. Each letter reflects a composite measurement of
eight individual standards which are summarized as A: Outstanding, B: Excellent,
C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects
Growth and is a composite of eight individual standards ranging from 0 to 20.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
<PAGE>
DEBT SECURITIES
Wright ratings for commercial paper, corporate bonds and bank certificates of
deposit consist of the two central positions of the four position alphanumeric
corporate equity rating. The two central positions represent those factors which
are most applicable to fixed income and reserve investments. The first,
Financial Strength, represents the amount, the adequacy and the liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratios of (a)
invested equity capital, and (b) long-term debt, total of corporate capital, the
adequacy of net working capital, fixed charges coverage ratio and other
appropriate criteria. The second letter represents Profitability and Stability
and measures the record of a corporation's management in terms of: (a) the rate
and consistency of the net return on shareholders' equity capital investment at
corporate book value, and (b) the profits and losses of the corporation during
generally adverse economic periods, and its ability to withstand adverse
financial developments.
The first letter rating of the Wright four-part alpha-numeric corporate
rating is not included in the ratings of fixed-income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
A-1 AND P-1 COMMERCIAL PAPER RATINGS
BY STANDARD & POOR'S AND MOODY'S
A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
`A': Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety. The
`A-1' designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information.
Issuers (or related supporting institutions) rated P-1 by Moody's have a
superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
<PAGE>
BOND RATINGS
In addition to Wright quality ratings, bonds or bond insurers may be expected to
have credit risk ratings assigned by the two major rating companies, Moody's and
Standard & Poor's. Moody's uses a nine-symbol system with Aaa being the highest
rating and C the lowest. Standard & Poor's uses a 10-symbol system that ranges
from AAA to D. Bonds within the top four categories of Moody's (Aaa, Aa, A, and
Baa) and of Standard & Poor's (AAA, AA, A, and BBB) are considered to be of
investment-grade quality. Only the top three grades are acceptable for the
taxable Income Funds and only the top two grades are acceptable for the tax-free
Income Funds. Note that both Standard & Poor's and Moody's currently give their
highest rating to issuers insured by the American Municipal Bond Assurance
Corporation (AMBAC) or by the Municipal Bond Investors Assurance Corporation
(MBIA).
Bonds rated A by Standard & Poor's have a strong capacity to pay principal
and interest, although they are somewhat more susceptible to the adverse effects
of change in circumstances and economic conditions than debt in higher-rated
categories. The rating of AA is accorded to issues where the capacity to pay
principal and interest is very strong and they differ from AAA issues only in
small degree. The AAA rating indicates an extremely strong capacity to pay
principal and interest.
Bonds rated A by Moody's are judged by Moody's to possess many favorable
investment attributes and are considered as upper medium grade obligations.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater degree or there may be other elements present which make the long-term
risks appear somewhat larger. Bonds rated Aaa by Moody's are judged to be of the
best quality. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issuers.
NOTE RATINGS
In addition to Wright quality ratings, municipal notes and other short-term
loans may be assigned ratings by Moody's or Standard & Poor's.
Moody's ratings for municipal notes and other short-term loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term and long-term credit risk. Loans bearing the
designation MIG 1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by established and
broad-based access to the market for refinancing, or both. Loans bearing the
designation MIG 2 are of high quality, with margins of protection ample although
not so large as in the preceding group.
Standard & Poor's top ratings for municipal notes issued after July 29,
1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to
pay principal and interest. A "+" is added for those issues determined to
possess overwhelming safety characteristics. An "SP-2" designation indicates a
satisfactory capacity to pay principal and interest.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS --
Included in Part A:
Financial Highlights for Wright U.S. Treasury Money Market Fund for
each of the four years ended December 31, 1995 and for the period
from the start of business, June 28, 1991 to December 31, 1991.
Financial Highlights for Wright U.S. Treasury Fund, Wright U.S.
Treasury Near Term Fund, Wright Total Return Bond Fund and
Wright Insured Tax-Free Bond Fund for each of the ten years ended
December 31, 1995.
Financial Highlights for Wright Current Income Fund for each of the
eight years ended December 31, 1995 and for the period from the
commencement of operations, April 15, 1987 to December 31, 1987.
Included in Part B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUNDS, EACH
DATED DECEMBER 31, 1995, FILED ELECTRONICALLY PURSUANT TO SECTION
30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940
(ACCESSION NOS.0000715165-96-000003 AND 0000715165-96-000004).
For Wright U.S.Treasury Money Market Fund, Wright U.S.Treasury Fund,
Wright U.S. Treasury Near Term Fund, Wright Total Return Bond Fund,
Wright Insured Tax-Free Bond Fund and Wright Current Income Fund:
Portfolio of Investments, December 31, 1995
Statement of Assets and Liabilities, December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Changes in Net Assets for each of the two years in the
period ended December 31, 1995
Notes to Financial Statements
Independent Auditors'Report
(B) EXHIBITS:
(1) (a) Declaration of Trust dated February 17, 1983 as amended and
restated December 19, 1984 filed herewith as Exhibit (1)(a).
(b) Amendment and Restatement of Establishment and Designation of
Series of Shares of Beneficial Interest Without Par Value,
dated September 22, 1995 filed herewith as Exhibit (1)(b).
(2) By-Laws as amended August 2, 1984 filed herewith as Exhibit (2).
(3) Not Applicable
(4) Not Applicable
(5) (a) (1) Investment Advisory Contract dated December 21, 1987
with The Winthrop Corporation, d/b/a Wright Investors'
Service filed herewith as Exhibit (5)(a)(1).
(a) (2) Investment Advisory Contract on behalf of Wright U.S.
Treasury Money Market Fund dated April 1, 1991 with The
Winthrop Corporation, d/b/a Wright Investors' Service
filed herewith as Exhibit (5)(a)(2).
(b) (1) Administration Agreement with Eaton Vance Management
dated December 21, 1987, re-executed as of November 1,
1990 filed herewith as Exhibit (5)(b)(1).
(b) (2) Administration Agreement for Wright U.S. Treasury
Money Market Fund with Eaton Vance Management dated April
1, 1991 filed herewith as Exhibit (5)(b)(2).
(6) Distribution Contract with MFBT Corporation dated December 19,
1984 filed herewith as Exhibit (6).
(7) Not Applicable
<PAGE>
(8) (a) Custodian Agreement with Investors Bank & Trust Company dated
December 19, 1990 filed herewith as Exhibit (8)(a). (b) Amendment
dated September 20, 1995 to Master Custodian Agreement filed
herewith as Exhibit (8)(b) .
(9) (a) Transfer Agency Agreement dated June 7, 1989 filed herewith
as Exhibit (9).
(b) Service Agreement dated February 1, 1996 between Wright
Investors' Service, Inc. and The Winthrop Corporation filed
herewith as Exhibit (9)(b).
(10) Opinion of Counsel dated February 26, 1996 filed herewith as
Exhibit (10).
(11) Auditors' Consent filed herewith as Exhibit (11).
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) (a) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated December 19, 1984
filed herewith as Exhibit (15)(a).
(b) Agreement Relating to Implementation of the Distribution Plan
dated December 19, 1984 filed herewith as Exhibit (15)(b).
(16) Schedule for Computation of Performance Quotations filed herewith
as Exhibit (16).
(17) Power of Attorney dated April 1, 1993 filed herewith as
Exhibit (17).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
Title of Class Number of Record Holders as of January 31, 1996
- -------------------------------------------------------------------------------
Shares of Benefici Wright U.S. Treasury Fund............... 115
Wright U.S. Treasury Near Term Fund..... 506
Wright Total Return Bond Fund........... 686
Wright Insured Tax Free Bond Fund....... 44
Wright Current Income Fund.............. 227
Wright U.S. Treasury Money Market Fund.. 545
- -------------------------------------------------------------------------------
ITEM 27. INDEMNIFICATION
The Registrant's By-Laws filed as Exhibit (2) herewith contain provisions
limiting the liability, and providing for indemnification, of the Trustees and
officers under certain circumstances.
Registrant's Trustees and officers are insured under a standard investment
company errors and omissions insurance policy covering loss incurred by reason
of negligent errors and omissions committed in their capacities as such.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the information set forth under the captions "Officers and
Trustees" and "Investment Advisory and Administrative Services" in the Statement
of Additional Information, which information is incorporated herein by
reference.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITER
(a) Wright Investors' Service Distributors, Inc. (a wholly-owned subsidiary
of The Winthrop Corporation)acts as principal underwriter for each of the
investment companies named below.
The Wright Managed Equity Trust
The Wright Managed Income Trust
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
<TABLE>
(b) (1) (2) (3)
<S> <C> <C>
Name and Principal Positions and Officers Positions and Offices
Business Address with Principal Underwriter with Registrant
- ----------------------------------------------------------------------------------------------------------------------------
A. M. Moody III* President Vice President and Trustee
Peter M. Donovan* Vice President and Treasurer President and Trustee
Vincent M. Simko* Vice President and Secretary None
- -----------------------------------------------------------------------------------------------------------------------------
* Address is 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
</TABLE>
(c) Not Applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the possession and custody of the registrant's
custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02111,
and its transfer agent, First Data Investor Services Group, One Exchange Place,
Boston, MA 02104, with the exception of certain corporate documents and
portfolio trading documents which are either in the possession and custody of
the Registrant's administrator, Eaton Vance Management, 24 Federal Street,
Boston, MA 02110 or of the investment adviser, Wright Investors' Service, Inc.,
1000 Lafayette Boulevard, Bridgeport, CT 06604. Registrant is informed that all
applicable accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of Registrant's
administrator, Eaton Vance Management, or of the investment adviser, Wright
Investors' Service, Inc.
ITEM 31. MANAGEMENT SERVICES
Not Applicable
ITEM 32. UNDERTAKINGS
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the latest annual report to shareholders, upon request and
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on
the 26th day of February, 1996.
THE WRIGHT MANAGED INCOME TRUST
By: Peter M. Donovan*
----------------------------------
Peter M. Donovan, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter M. Donovan* President, Principal February 26, 1996
- ------------------
Peter M. Donovan Executive Officer & Trustee
James L. O'Connor* Treasurer, Principal February 26, 1996
- ------------------
James L. O'Connor Financial and Accounting Officer
/s/ H. Day Brigham, Jr. Trustee February 26, 1996
- -----------------------
H. Day Brigham, Jr.
Winthrop S. Emmet* Trustee February 26, 1996
- -------------------
Winthrop S. Emmet
Leland Miles* Trustee February 26, 1996
- ---------------
Leland Miles
A. M. Moody III* Trustee February 26, 1996
- ----------------
A. M. Moody III
Lloyd F. Pierce* Trustee February 26, 1996
- ----------------
Lloyd F. Pierce
George R. Prefer* Trustee February 26, 1996
- -----------------
George R. Prefer
Raymond Van Houtte* Trustee February 26, 1996
- --------------------
Raymond Van Houtte
*By: /s/ H. Day Brigham, Jr.
- -----------------------------
H. Day Brigham, Jr.
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this Amendment to the
Registration Statement pursuant to General Instructions E of Form N-1A.
Page in
Sequential
Numbering
Exhibit No. Description System
- -------------------------------------------------------------------------------
(1)(a) Declaration of Trust dated February 17, 1983
as amended and restated December 19, 1984.
(1)(b) Amendment and Restatement of Establishment and
Designation of Series of Shares of Beneficial
Interest Without Par Value dated September 22, 1995.
(2) By-Laws as amended August 2, 1984.
(5)(a)(1) Investment Advisory Contract dated December 21,
1987 with The Winthrop Corporation, d/b/a Wright
Investors' Service.
(5)(a)(2) Investment Advisory Contract on behalf of Wright U.S.
Treasury Money Market Fund dated April 1, 1991 with
The Winthrop Corporation, d/b/a Wright Investors' Service.
(5)(b)(1) Administration Agreement with Eaton Vance Management
dated December 21, 1987, re-executed as of
November 1, 1990.
(5)(b)(2) Administration Agreement for Wright U.S. Treasury
Money Market Fund with Eaton Vance Management
dated April 1, 1991.
(6) Distribution Contract with MFBT Corporation
dated December 19, 1984.
(8)(a) Custodian Agreement with Investors' Bank & Trust
Company dated December 19, 1990.
(8)(b) Amendment dated September 20, 1995 to Master
Custodian Agreement.
(9)(a) Transfer Agency Agreement dated June 7, 1989.
(9)(b) Service Agreement dated February 1, 1996 between
Wright Investors' Service, Inc.
and The Winthrop Corporation.
(10) Opinion of Counsel dated February 26,1996.
(11) Auditors' Consent.
(15)(a) Amended Distribution Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 dated
December 19, 1984.
(15)(b) Agreement Relating to Implementation of the
Distribution Plan dated December 19, 1984.
(16) Schedule for Computation of Performance Quotations
(17) Power of Attorney dated April 1, 1993
<PAGE>
THE BOND FUND FOR BANK TRUST DEPARTMENTS
(BFBT FUND)
DECLARATION OF TRUST
Dated February 17, 1983
(As amended and restated December 19, 1984)
AMENDED AND RESTATED DECLARATION OF TRUST, made December , 1984 by
Robert H. Avery, H. Day Brigham, Jr., Peter M. Donovan, Winthrop S. Emmet,
Lloyd F. Pierce, George R. Prefer, Benjamin A. Rowland, Jr., Raymond Van Houtte
and John Winthrop Wright, hereinafter referred to collectively as the "Trustees"
and individually as a "Trustee", which terms shall include any successor
Trustees or Trustee.
WHEREAS, on February 17, 1983, the then Trustees established a trust
fund under a Declaration of Trust for the investment and reinvestment of funds
contributed thereto; and
WHEREAS, the Trustees desire to amend and restate such Declaration of
Trust;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Amended and Restated Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAME
This Trust shall be known as The Bond Fund for Bank Trust Departments
(BFBT Fund).
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors with a continuous
source of managed investment primarily in securities.
ARTICLE III
MANAGEMENT OF THE TRUST
The business and affairs of the Trust shall be managed by the Trustees
and they shall have all powers necessary and appropriate to perform that
function. The number, term of office, manner of election, resignation, filling
of vacancies and procedures with respect to meetings of Trustees shall be as
prescribed in the By-Laws of the Trust.
ARTICLE IV
OWNERSHIP OF ASSETS OF THE TRUST
The legal title to all cash, securities and property held by the Trust
and any series of the Trust shall at all times be vested in the Trustees.
Shareholders (hereinafter referred to as "Shareholders", or individually as a
"Shareholder") of the Trust shall not have title to any such assets held by the
Trust, but each Shareholder shall be deemed to own a proportionate undivided
beneficial interest in a series of the
<PAGE>
Trust if more than one series of shares is established by the Trustees as
provided in Section 1A of Article VI, equal to the number of shares of such
series, of which such Shareholder is the record owner divided by the total
number of shares of such series outstanding.
ARTICLE V
POWERS OF THE TRUSTEES
The Trustees in all instances shall act as principals. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the management of the Trust. The Trustees
shall not be bound or limited by present or future laws or customs in regard to
trust investments, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
accomplish the purpose of this Trust. Subject to any applicable limitation in
this Declaration of Trust or the By-Laws of the Trust, the Trustees shall have
power and authority:
(a) To buy, and invest funds of the Trust in, own, hold for
investment or otherwise, and to sell or otherwise dispose of,
securities including, but not limited to, common stock,
preferred stock, bonds, debentures, warrants and rights to
purchase securities, certificates of beneficial interest,
notes or other evidences of indebtedness, or other negotiable
securities, however named or described, issued by
corporations, trusts or associations, domestic or foreign, or
issued and guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any
foreign country, by any State of the United States, or by any
political sub-division or agency of any State or foreign
country, in deposits in any bank or trust company in good
standing organized under the laws of the United States or any
State thereof, or in "when-issued" contracts for any such
securities, or retain such proceeds in cash, and from time to
time change the investments of funds of the Trust.
(b) To adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust,
which By-Laws shall bind the Shareholders, and to amend and
repeal such By-Laws to the extent that such authority is not
otherwise reserved to the Shareholders.
(c) To elect and remove such officers of the Trust and to
appoint and terminate such agents of the Trust as they
consider appropriate.
(d) To employ a bank or trust company as custodian of any
assets of the Trust subject to any conditions set forth in
this Declaration of Trust or in the By-Laws.
(e) To retain a transfer agent and shareholder servicing
agent, or both, which may be the same entity, for the Trust.
(f) From time to time to sell Shares of the Trust either for
cash or property whenever and in such amounts as the Trustees
may deem desirable but subject to the limitations as set forth
herein and to provide for the distribution of shares of the
Trust either through a principal underwriter in the manner
hereinafter provided for or by the Trust itself, or both.
<PAGE>
(g) To set record dates in the manner hereinafter provided
for.
(h) To delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or
underwriter.
(i) To sell or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property held by the Trust, and to execute and deliver powers
of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and
discretion with relation to stock or other securities or
property as the Trustees shall deem proper.
(j) To exercise all of the rights of the Trust as owner of any
securities which might be exercised by any individual owning
such securities in his own right, including without limitation
the right to vote by proxy for any and all purposes (including
the right to authorize any officer or agent of the Trust to
execute proxies), to consent to the reorganization, merger or
consolidation of any company, or to consent to the sale or
lease of all or substantially all of the property and assets
of any company to any other company; to exchange any of the
securities of any company for the securities, including shares
of stock, issued therefor upon any such reorganization,
merger, consolidation, sale or lease; to exercise any
conversion or subscription privileges, rights, options and
warrants incident to the ownership of any security owned by it
or acquired therewith; to hold any securities acquired in the
name of the custodian of the assets of the Trust, or in the
name of its nominee or a nominee of the Trust, or in any
manner permitted herein or in the By-Laws; to lend portfolio
securities to others; and to execute any and all instruments
and do any and all things incidental to the Trust not
inconsistent with the provisions hereof, the execution or
performance of which the Trustees may deem expedient.
(k) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable
form; or either in its own name or in the name of a custodian
or a nominee or nominees of the Trust or of a custodian,
subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or investment
companies.
(l) To compromise, arbitrate, or otherwise adjust claims of
the Trust in favor or against the Trust or any matter in
controversy including, but not limited to, claims for taxes.
(m) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for, the
amount of such distributions and their payment to be solely at
the discretion of the Trustees, subject to the limitations
otherwise contained in this Declaration of Trust.
(n) To pay any and all taxes or liens of whatever nature or
kind imposed upon or against the Trust or any part thereof, or
imposed upon any of the Trustees herein, individually or
jointly, by reason of the Trust, or of the business conducted
by said Trustees under the terms of this Declaration of Trust,
out of the funds of the Trust available for such purpose.
(o) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, demands, and things
relating to the Trust, and out of the assets of the Trust to
pay, or to satisfy, any debts, claims or expenses incurred in
connection therewith, including those of litigation,
<PAGE>
upon any evidence that the Trustees may deem sufficient. The
powers aforesaid are to include any actions, suits,
proceedings, disputes, claims, demands and things relating to
the Trust wherein any of the Trustees may be named
individually, but the subject matter of which arises by reason
of business for and on behalf of the Trust.
(p) To buy or join with any person or persons in buying the
property of any corporation, association, or other
organization any of the securities of which are included in
the Trust, or any property in which the Trustees, as such,
shall have or may hereafter acquire an interest, and to allow
the title to any property so bought to be taken in the name or
names of, and to be held by, such person, or persons as the
Trustees shall name or approve.
(q) From time to time in their discretion to enter into,
modify and terminate agreements with Federal or state
regulatory authorities, which agreements may restrict but not
amplify their powers under this Declaration of Trust. Such
agreements shall be signed by all the Trustees for the time
being and shall, during their effectiveness, be binding upon
the Trustees as fully as though incorporated in this
Declaration of Trust.
(r) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security the
Trust property; to endorse, guarantee, or undertake the
performance of any obligation or engagement of any other
person and to lend Trust property.
The foregoing enumeration of specific powers shall not be held to limit
or restrict in any manner the general powers of the Trustees.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order. The Trustees may authorize one of their number to sign, execute,
acknowledge, and deliver any note, deed, certificate or other instrument in the
name of, and in behalf of, the Trust, and upon such authorization such
signature, acknowledgment or delivery shall have full force and effect as the
act of all of the Trustees.
ARTICLE VI
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest The beneficial interest in the
Trust shall at all times be divided into an unlimited number of transferable
shares (hereinafter referred to as the "Shares" and individually as a "Share"),
without par value. The Trustees may, in their discretion and as provided by
Section 1A of this Article VI, authorize the division of Shares into two or more
series, and the Trustees may vary the relative rights and preferences between
different series. Each Share of a series represents an equal proportionate
interest in the Trust with each other Share outstanding. The Trustees may from
time to time divide or combine the Shares into a greater or lesser number
without thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may issue certificates of beneficial interest to
evidence ownership of such Shares.
Section 1A. Series Designation The Trustees, in their discretion, may
authorize the division of Shares into two or more series, and the different
series shall be established and designated, and the variations in the relative
rights and preferences as between the different series shall be fixed and
determined by the Trustees; provided, that all Shares shall be identical except
that there may be variations
<PAGE>
so fixed and determined between different series as to investment objective,
investment policies, purchase price, right of redemption, special and relative
rights as to dividends and on liquidation, conversion rights, and conditions
under which the several series shall have separate voting rights. All references
to Shares in this Declaration shall be deemed to be shares of any or all series
as the context may require.
If the Trustee shall divide the Shares of the Trust into two or more
series, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust shall apply equally to
each series of the Trust except as the context requires otherwise.
(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Trust at their
discretion from time to time.
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series or, with respect to the Government Obligations
Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio
(TRB), the creditors of the Trust, and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds or payments which are not readily identifiable as
belonging to any particular series, the Trustees shall allocate them among any
one or more of the series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the shareholders of all series for all purposes.
(d) The assets belonging to each particular series shall be charged
with the liabilities of the Trust in respect of that series and all expenses,
costs, charges and reserves attributable to that series, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular series shall be allocated
and charged by the Trustees to and among any one or more of the series
established and designated from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the holders of all series for all purposes. Except
with respect to the Government Obligations Portfolio (GOP), Near Term Bond
Portfolio (NTB) and Total Return Bond Portfolio (TRB), the assets of a
particular series of the Trust shall, under no circumstances, be charged with
liabilities attributable to any other series of the Trust and all persons
extending credit to or contracting with or having any claim against a particular
series of the Trust shall look only to the assets of that series for payment of
each credit, contract or claim. The Trustees shall have full discretion, to the
extent not inconsistent with the Investment Company Act of 1940, to determine
which items are capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
<PAGE>
(e) Each share of a series of the Trust shall represent a beneficial
interest in the net assets of such series. Each holder of Shares of a series
shall be entitled to receive his pro rata shares of distributions of income and
capital gains made with respect to such series. In addition, the following
provisions of this paragraph shall apply to series other than the Government
Obligations Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return
Bond Portfolio (TRB). Upon redemption of his Shares or indemnification for
liabilities incurred by reason of his being or having been a Shareholder of a
series, such Shareholder shall be paid solely out of the assets of such series
of the Trust, Shareholders of such series shall be entitled to receive a pro
rata share of the net assets of such series. A shareholder of a particular
series of the Trust shall not be entitled to participate in a derivative or
class action on behalf of any other series or the Shareholders of such series of
the Trust.
(f) Except with respect to the Government Obligation Portfolio (GOP),
Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio (TRB), but
notwithstanding any other provision in this Declaration of Trust or in the
By-Laws of the Trust, on any matter submitted to a vote of Shareholders of the
Trust, all Shares then entitled to vote shall be voted by individual series,
except that (1) when required by the Investment Company Act of 1940, Shares
shall be voted in the aggregate and not by individual series, and (2) when the
Trustees have determined that the matter affects only the interests of
Shareholders of a limited number of series, then only Shareholders of such
series shall be entitled to vote thereon.
The establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular series previously
established and designated, the Trustees may by an instrument executed by a
majority of their number abolish that series and the establishment designation
thereof. Each instrument referred to in this paragraph shall constitute an
amendment to this Declaration in accordance with Section 7 of Article XIV
hereof,and a copy of each such instrument shall be filed in accordance with
Section 5 of Article XIV hereof.
Section 2. Ownership of Shares The ownership of Shares shall be
recorded in the books of the Trust or of a transfer agent. The Trustees may make
such rules and adopt such procedures as they consider appropriate for the
transfer of shares and similar matters. The record books of the Trust or of any
transfer agent, as the case may be, shall be conclusive evidence as to who are
the holders of Shares and as to the number of Shares held from time to time by
each such holder.
Section 3. Investment in the Trust The Trustees shall accept
investments in the Trust from such persons and on such terms as they may from
time to time authorize. After the date of the initial contribution of capital,
the number of Shares representing the initial contribution may, in the Trustees'
discretion, be considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to the Shareholder's
account in the form of full and fractional shares of the Trust at the net asset
value per share as determined in accordance with Article XII hereof; provided,
however, that the Trustees may, in their sole discretion, impose a sales charge
upon investments in the Trust.
Section 4. Preemptive Rights Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust, except as the Trustees may determine with respect to any series of
Shares.
<PAGE>
ARTICLE VII
CUSTODY OF ASSETS
The Trustees shall at all times employ a bank or trust company having
aggregate capital, surplus and undivided profits (as shown in its last published
report) of at least two million dollars ($2,000,000) as custodian (the
"Custodian") with authority as its agent, but subject to such restrictions,
limitations and other requirements, if any, as may be contained in the By-Laws:
(a) To hold the securities owned by the Trust and deliver the
same upon written order;
(b) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or, as the
Trustees may direct, in any bank or trust company in good
standing organized under and by the laws of the United States,
or of any state thereof, approved by the Custodian, provided
that all such deposits shall be subject only to the draft or
order of the Custodian; and
(c) To disburse such funds upon orders or vouchers.
The Trustees may also employ such Custodian as its agent:
(a) To keep the books and accounts of the Trust and furnish
clerical and accounting services; and
(b) To compute the net asset value per share in accordance
with the provision of Article XII hereof.
All of the foregoing services shall be performed upon such basis of
compensation as may be agreed upon between the Trustees and the Custodian. If so
directed by vote of the holders of a majority of the outstanding Shares, the
Custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the Custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
Custodian and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least two million dollars ($2,000,000).
Subject to such rules, regulations and orders as the Securities and
Exchange Commission (the "Commission") may adopt, the Trustees may direct the
Custodian to deposit all or any part of the securities in a depository and
clearing system established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, as from time to time amended, or such other person as may
be permitted by the Commission, or otherwise in accordance with the Investment
Company Act of 1940, as from time to time amended (the "1940 Act"), pursuant to
which system all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such securities,
provided that all such deposits shall be subject to withdrawal only upon the
order of the Trust.
<PAGE>
ARTICLE VIII
CONTRACTS
Section 1. Manager The Trustees may in their discretion from time to
time enter into a management contract whereby the other party to such contract
shall undertake to furnish to the Trustees such management, investment advisory,
statistical and research facilities and services and such other facilities and
services, if any, and all upon such terms and conditions as the Trustees may in
their discretion determine. Notwithstanding any provisions of this Declaration
of Trust, the Trustees may authorize the Manager (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales or exchanges of portfolio securities of the Trust on behalf of
the Trustees or may authorize any officer or Trustee to effect such purchases,
sales or exchanges pursuant to recommendations of the Manager (and all without
further action by the Trustees). Any such purchases, sales or exchanges shall be
deemed to have been authorized by all of the Trustees.
The Trustees may also employ, or authorize the Manager to employ, one
or more investment advisers or sub-advisers from time to time to perform such of
the acts and services of the Manager and upon such terms and conditions as may
be agreed upon between the Manager and such investment adviser or sub-adviser
and approved by the Trustees.
Section 2. Principal Underwriter The Trustees may in their discretion
from time to time enter into a contract, providing for the sale of the Shares of
the Trust, whereby the Trust may either agree to sell the Shares to the other
party to the contract or appoint such other party its sales agent for such
shares (such other party being herein sometimes called the "underwriter"). In
either case, the contract shall be on such terms and conditions as may be
prescribed in the By-Laws, if any, and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Article VIII, or of the By-Laws; and such contract may also provide for
the repurchase or sale of shares of the Trust by such other party as principal
or as agent of the Trust.
Section 2A. Plan of Distribution The Trustees may in their discretion
enter into a plan of distribution whereby the Trust may finance directly or
indirectly any activity which is primarily intended to result in sales of
Shares. Such plan of distribution may contain such terms and conditions as the
Trustees may in their discretion determine subject to the requirements of
Section 12 of the 1940 Act, Rule 12b-1 thereunder, and any other applicable
rules and regulations.
Section 3. Transfer Agent The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract
whereby the other party shall undertake to furnish the Trustees transfer agency
and shareholder services. The contract shall be on such terms and conditions as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. The Trustees may
employ such party as its agent to (a) keep the books and accounts of the Trust
and furnish clerical and accounting service and (b) compute the net asset value
per share in accordance with the provisions of Article XII hereof. Such services
may be covered by one or more contracts and be provided by one or more entities.
Section 4. Parties to Contract Any contract of the character described
in Sections 1, 2 and 3 of this Article VIII or in Article VII hereof may be
entered into with any corporation, firm, trust or association, although one or
more of the Trustees or officers of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, and no such
contract shall be invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust under
or by reason of said contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was
reasonable and fair and not inconsistent with
<PAGE>
the provisions of this Article VIII, Article VII or the By-Laws. The same person
(including a firm, corporation, trust, or association) may be the other party to
contracts entered into pursuant to Sections 1, 2 and 3 above or Article VII, and
any individual may be financially interested or otherwise affiliated with
persons who are parties to any or all of the contracts mentioned in this Section
4.
Section 5. Provisions and Amendments Any contract entered into pursuant
to Sections 1 and 2 of this Article VIII shall be consistent with and subject to
the requirements of Section 15 of the 1940 Act and any applicable rules or
orders of the Securities and Exchange Commission with respect to its continuance
in effect, its termination, and the method of authorization and approval,
renewal or amendment thereof.
ARTICLE IX
COMPENSATION AND REIMBURSEMENT OF TRUSTEES
The Trustees shall be entitled to reasonable compensation from the
Trust and shall be reimbursed from the Trust estate for their expenses and
disbursements incurred by them in connection with the administration and
management of the Trust, including, without limitation, interest expense, taxes,
fees and commissions of every kind, expenses of issue, repurchase and redemption
of shares including expenses attributable to a program of periodic repurchases
or redemptions, expenses of registering and qualifying the Trust and its Shares
under Federal and state laws and regulations, charges of custodians, transfer
agents, and registrars, expenses of preparing and setting up in type
prospectuses, expenses of printing and distributing prospectuses sent annually
to existing shareholders, auditing and legal expense, reports to Shareholders,
expenses of meetings of Shareholders and proxy solicitations therefor, insurance
expense, association membership dues, expenses primarily intended to result in
sales of shares of the Trust, and such non-recurring items as may arise,
including litigation to which the Trust is a party and for all losses and
liabilities, as well as such other expenses as the Trustees may determine are
properly chargeable to the Trust. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.
ARTICLE X
SALE OF SHARES
The Trustees shall have the power from time to time to issue and sell
or cause to be issued and sold an unlimited number of Shares of any series of
the Trust for cash or for property, which shall in every case be paid to the
Custodian as agent of the Trust before the delivery of any certificate for such
Shares. The shares of any series of the Trust, including any shares which may
have been repurchased by the Trust (herein sometimes referred to as "treasury
shares"), may be sold at a price as specified in the current prospectus of the
Trust.
When an underwriting contract is in effect pursuant to Article VIII,
Section 2, the time of sale shall be the time when an unconditional order is
placed with the underwriter. Such contract may provide for the sale of Shares
either at a price based on the net asset value determined next after the order
is placed with said underwriter or at a price based on a net asset value to be
determined at some later time, or at such other price as is assented to by the
affirmative vote of the holders of a majority of the outstanding Shares of the
Trust. No Shares need be offered to existing Shareholders before being offered
to others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is
<PAGE>
suspended by declaration of the Trustees pursuant to the provisions of Article
XII hereof. In connection with the acquisition by merger or otherwise of all or
substantially all the assets of a trust or another investment company ,
including companies classified as personal holding companies under Federal
income tax laws, the Trustees may issue or cause to be issued Shares of the
Trust and accept in payment therefor such assets at such value as may be
determined by or under the direction of the Trustees, provided that such assets
are of the character in which the Trustees are permitted to invest the funds of
the Trust.
ARTICLE XI
REDEMPTIONS
Section 1. Redemption In case any Shareholder of record of the Trust
desires to dispose of his Shares, he may deposit at the office of the transfer
agent or other authorized agent of the Trust a written request or such other
form of request as the Trustees may from time to time authorize, requesting that
the Trust purchase the Shares in accordance with this Section l; and the
Shareholder so requesting shall be entitled to require the Trust to purchase,
and the Trust or the underwriter of the Trust shall purchase his said Shares,
but only at the net asset value per share (as determined under Article XII
hereof), except that with respect to any series of Shares established by the
Trustees, the right of a Shareholder to redeem such Shares may be varied.
Payment for such Shares shall be made by the Trust or the underwriter of the
Trust to the Shareholder of record within seven (7) days after the date upon
which the request is received. The Trustees may charge a redemption fee in such
amount as may be fixed from time to time by the Trustees but which shall not
exceed one-half of one percent (1/2%) of the net asset value per share.
Section 2. Manner of Payment Payment for such Shares may at the option
of the Trustees or such officer or officers as they may duly authorize for the
purpose, in their complete discretion, be made in cash, or in kind, or partially
in cash and partially in kind out of the assets of the appropriate series of the
Trust. In case of payment in kind the Trustees, or their delegate, shall have
absolute discretion as to what security or securities shall be distributed in
kind and the amount of the same, and the securities shall be valued for purposes
of distribution at the figure at which they were appraised in computing the
asset value of the Shares, provided that any Shareholder who cannot legally
acquire securities so distributed in kind by reason of the prohibitions of the
1940 Act shall receive cash.
Section 3. Suspension of the Right of Redemption If, pursuant to
Article XII hereof, the Trustees declare a suspension of the determination of
net asset value, the rights of shareholders (including those who shall have
applied for redemption pursuant to Section 1 of this Article XI but who shall
not yet have received payment) to have shares redeemed and paid for by the Trust
shall be suspended until the termination of such suspension is declared. In the
case of a suspension of the right of redemption, a Shareholder may either
withdraw his request for redemption or receive payment based on the net asset
value existing after the termination of the suspension.
Section 4. Involuntary Redemptions The Trustees may require a
Shareholder to redeem his Shares if the value of the Shares in his account is
below $1,000. The manner of effecting such involuntary redemptions shall be
determined from time to time by the Trustees.
If the Trustees shall, at any time and in good faith, be of the opinion
that direct or indirect ownership of Shares or other securities of the Trust has
or may become concentrated in any person to an extent which would disqualify the
Trust or any series of the Trust as a regulated investment company under the
Internal Revenue Code, then the Trustees shall have the power by lot or other
means deemed equitable by them (i) to call for redemption by any such person a
number, or principal amount, of Shares or other securities of the Trust
sufficient to maintain or bring the direct or indirect ownership of Shares or
other securities of the Trust or any series thereof into conformity with the
requirements for such
<PAGE>
qualification and (ii) to refuse to transfer or issue Shares or other securities
of the Trust to any person whose acquisition of the Shares or other securities
of the Trust or series thereof in question would result in such
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Sections 1 and 2 of this Article XI.
The holders of Shares or other securities of the Trust or any series
shall upon demand disclose to the Trustees in writing such information with
respect to direct and indirect ownership of Shares or other securities of the
Trust or series thereof as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code, or to comply with the requirements of
any other taxing authority.
ARTICLE XII
NET ASSET VALUE PER SHARE
The net asset value of each Share of the Trust or any series thereof
outstanding shall be determined by the Trustees not less frequently than once on
each day on which the Trust is open for business, as of the close of trading on
the New York Stock Exchange or at such other time as the Trustees by resolution
may determine. The power and duty to determine net asset value may be delegated
by the Trustees from time to time to one or more of the Trustees and officers of
the Trust, to the other party to any contract entered into pursuant to Article
VIII hereof, or to the Custodian or a transfer agent. For the purpose of this
Declaration of Trust, any reference to the time at which a determination of net
asset value is made shall mean the time as of which the determination is made.
The Trustees may declare a suspension of the determination of net asset
value to the extent permitted by the 1940 Act.
The value of the assets of the Trust or series thereof shall be
determined in a manner approved by the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest and taxes, payable or
accrued, expenses and management charges accrued to the appraisal date, net
income determined and declared as a distribution and all other items in the
nature of liabilities which shall be deemed appropriate. The resulting amount
which shall represent the total net assets of the Trust or series thereof shall
be divided by the number of Shares outstanding at the time as of which the
calculation is made and the quotient so obtained shall be deemed to be the net
asset value of the Shares.
Nothing in this Article XII shall be construed to affect the ability of
the Trustees to establish any series of Shares in accordance with Section 1A of
Article VI.
ARTICLE XIII
DIVIDENDS AND DISTRIBUTIONS; REDUCTION OF OUTSTANDING SHARES
(a) The total of distributions to Shareholders paid in respect of any
one fiscal year, subject to the exceptions noted below and other than dividends
resulting from stock splits or stock dividends, shall be approximately equal to
the net income, exclusive of profits or losses realized upon the sale of
securities or other property, for such fiscal year, determined in accordance
with generally accepted accounting principles applicable to open-end investment
companies (which, if the Trustees so determine, may be adjusted for net amounts
included as such accrued net income in the price of Shares of the Trust issued
or repurchased). Such total of distributions may also include in the discretion
of the Trustees an additional amount which shall not substantially exceed the
excess of profits over losses on sales of securities or other property for such
fiscal year. Notwithstanding the above, the Trustees may, upon the establishment
of any series of Shares, provide for variations in the rights to distributions
between different
<PAGE>
series. The decision of the Trustees as to what is income and what is principal
shall be final, and the decision of the Trustees as to what expenses and charges
of the Trust shall be charged against principal and what against income shall be
final, all subject to any applicable provisions of the 1940 Act and rules and
regulations and orders of the Commission promulgated thereunder. For the purpose
of the limitation imposed by this paragraph (a), Shares issued pursuant to
paragraph (b) of this Article XIII shall be valued at the applicable net asset
value per share.
Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give to the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
(b) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, but subject to the limitation as to cash
distributions imposed by paragraph (a) of this Article XIII, at any time or from
time to time to declare and cause to be paid dividends or distributions which,
at the election of the Trustees, may be accrued, automatically reinvested in
additional Shares (or fractions thereof) of the Trust or of any series thereof
or paid in cash.
(c) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute pro rata among the Shareholders
a "stock dividend" out of either unissued or treasury shares of the appropriate
series of the Trust, or both, except that the Trustees may, in conjunction with
the establishment of any series of Shares, vary the right to receive a "stock
dividend" among different series.
(d) To the extent consistent with the federal income tax law, net
capital losses of a series of the Trust shall not be used to offset net capital
gains of any other series. However, to the extent required by such law, the
Trustees shall have the power to offset net capital losses of one series against
net capital gains of another series, thereby reducing the capital gain available
for distribution by the latter series and retaining in its net asset value the
amount of such reduction.
ARTICLE XIV
MISCELLANEOUS
Section 1. Trust Not a Partnership It is hereby expressly declared that
a trust and not a partnership is created hereby. No Trustee hereunder shall have
any power to bind personally either the Trust's officers or any Shareholders.
Section 2. Limitation of Personal Liability The Trustees shall not have
the power to bind the Shareholders or to call upon them or any of them for the
payment of any sum of money or any assessment whatever other than such sums as
the Shareholders at any time personally agree to pay by way of subscription for
shares or otherwise. All persons or corporations dealing or contracting with the
Trustees as such shall have recourse only to the appropriate series of the Trust
for the payment of their claims or for the payment or satisfaction of claims or
obligations arising out of such dealings or contracts, so that neither the
Trustees nor the Shareholders, nor the agents or attorneys of the Trust, past,
present or future, shall be personally liable therefor. In all contracts or
instruments creating liability it may be expressly stipulated, either by such
reference to this instrument as shall accomplish such purpose or otherwise, that
the liability of the Trustees and Shareholders under such contracts or
instruments shall be limited to the assets which may from time to time
constitute the series of the Trust.
<PAGE>
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety The exercise by the Trustees of their powers and discretions hereunder in
good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of Section
1, of this Article XV and to applicable provisions of the By-Laws, the Trustees
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and subject to the provisions of
Section 1 of this Article XV and to applicable provisions of the By-Laws, shall
be under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. Unless otherwise required by the By-Laws, the
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
Section 4. Termination of Trust
(a) This Trust and any series thereof shall continue without
limitation of time but subject to the provisions of
sub-sections (b), (c) and (d) of this Section 4.
(b) The Trust or any series thereof may merge or consolidate
with any other corporation, association, trust or other
organization or may sell, lease or exchange all or
substantially all of the Trust Property or the property of
such series of the Trust, including its good will, upon such
terms and conditions and for such consideration when and as
authorized by a majority of the Trustees and at any meeting of
Shareholders called for the purpose by the affirmative vote of
the holders of two-thirds of the Shares outstanding and
entitled to vote, or by an instrument or instruments in
writing without a meeting, consented to by the holders of
two-thirds of the Shares; provided, however, that, if such
merger, consolidation, sale, lease or exchange is recommended
by the Trustees, the vote or written consent of the holders of
a majority of the shares outstanding and entitled to vote
shall be sufficient authorization; and any such merger,
consolidation, sale,lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the
statutes of the Commonwealth of Massachusetts.
(c) Subject to the approval of a majority of the Trustees or
of a majority of the outstanding Shares of the Trust or any
series thereof, the Trustees may at any time sell and convert
into money all the assets of the Trust or any series thereof.
Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or
contingent, of the Trust or of such series, the Trustees shall
distribute the remaining assets of the Trust ratably among the
holders of the outstanding Shares, except as may be otherwise
provided by the Trustees with respect to any series of Shares.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in subsections
(b) and (c), the Trust or series thereof shall terminate and
the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and
interest of all parties shall be canceled and discharged.
Section 5. Filing of Copies, References, Headings and Counterparts The
original or a copy of this instrument, or any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this instrument,
of any amendment hereto, and of each supplemental declaration of trust shall be
filed by the Trustees with the Massachusetts Secretary of State and with any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such amendments or supplemental declarations of
trust have been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may rely on a
copy certified by a Trustee or an officer of the Trust to be a copy of this
<PAGE>
instrument or of any such amendment hereto or supplemental declaration of trust.
In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"thereof" and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original, but such counterparts shall constitute one instrument.
Section 6. Applicable Law The Trust set forth in this instrument is
made in the Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 7. Amendments The execution of an instrument setting forth the
establishment and designation and the relative rights of any series of Shares in
accordance with Section 1A of Article IV hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 7, if authorized by
vote of a majority of the Trustees and a majority of the outstanding Shares of
the Trust affected by the amendment (which Shares shall, unless otherwise
provided by a vote of a majority of the Trustees, vote together on such
amendment as a single class), or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case, the Trustees
may amend or otherwise supplement this Declaration. The Trustees may also amend
this Declaration without the vote or consent of Shareholders if they deem it
necessary to conform this Declaration to the requirements of applicable Federal
laws or regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the trustees shall not be liable
for failing so to do. Copies of any amendment or of the supplemental Declaration
of Trust shall be filed as specified in Section 5 of this Article XIV.
Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
19th day of December, 1984.
/s/Lloyd Pierce
- ----------------------- ------------------------
Robert Avery Lloyd Pierce
/s/ H. Day Brigham Jr. /s/ George R. Prefer
- ---------------------- ------------------------
H. Day Brigham, Jr. George R Prefer
/s/ Peter M. Donovan /s/ Benjamin A. Rowland Jr.
- ---------------------- --------------------------
Peter M. Donovan Benjamin A. Rowland, Jr.
/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- --------------------- ---------------------------
Winthrop S. Emmet Raymond Van Houtte
-----------------------
John Winthrop Wright
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, Massachusetts
Then personally appeared the above named H. Day Brigham, Jr., Peter M.
Donovan, Winthrop S. Emmet, Lloyd Pierce, George R. Prefer, Raymond Van Houtte
who severally acknowledged the foregoing instrument to be their free act and
deed.
Before me,
/s/ Richard E. Houghton
----------------------------
My commission expires Sept.2,1988
THE WRIGHT MANAGED INCOME TRUST
Amendment and Restatement of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended and restated September 22, 1995)
WHEREAS, pursuant to an Amendment and Restatement of Establishment and
Designation of Series dated March 18, 1992, the Trustees of The Wright Managed
Income Trust, a Massachusetts business trust (the "Trust"), redesignated the
shares of beneficial interest of the Trust into six separate series (or
"Funds"); and
WHEREAS, the Trustees now desire to change the names of two of the
existing series or Funds (Wright Government Obligations Fund and Wright Near
Term Bond Fund), pursuant to Section 1A of Article VI of the Declaration of
Trust dated February 17, 1983, as amended and restated December 19, 1984, and as
amended to date (the "Declaration of Trust"); and
NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust acting pursuant
to Section 1A of Article VI of the Declaration of Trust, hereby redivide the
shares of beneficial interest of the Trust into six separate series (or Funds),
each Fund to have the following special and relative rights:
1. The Funds shall be designated as follows:
Wright U.S. Treasury Fund
Wright U.S. Treasury Near Term Fund
Wright Total Return Bond Fund
Wright Insured Tax Free Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
2. Each Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of 1933
and the Investment Company Act of 1940. Each share of beneficial interest,
without par value, of each Fund ("share") shall be redeemable, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on matters on
which shares of that Fund shall be entitled to vote and shall represent a pro
rata beneficial interest in the assets allocated to that Fund, all as provided
in the Declaration of Trust. The proceeds of sales of shares of a Fund, together
with any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to that Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class to the
extent provided in Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940.
4. The assets and liabilities of the Trust shall be allocated among the
above-referenced Funds as set forth in Section 1A of Article VI of the
Declaration of Trust, except as provided below.
<PAGE>
(a) Costs incurred by the Trust in connection with initial
organization and start-up, including Federal and state registration and
qualification fees and expenses of the initial offering of Trust shares, shall
be deferred and amortized over a period not to exceed five years from the date
of inception, and such initial costs shall be borne by the respective Funds of
the Trust, commencing with the date they are activated, on a basis that is
deemed equitable by the Trustees.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust (other than the management and investment advisory fees or the
organizational expenses paid by the Trust) which are not readily identifiable as
belonging to any particular Fund shall be allocated among the Funds on an
equitable basis as determined by the Trustees.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the Funds.
5. A majority of the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any Fund now or hereafter created, or
to otherwise change the special and relative rights of any such Fund, and to
terminate any Fund or add additional Funds as provided in the Declaration of
Trust.
/s/ H. Day Brigham, Jr. /s/ A.M. Moody, III
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H. Day Brigham, Jr. A.M. Moody, III
/s/ Peter M. Donovan /s/ Lloyd F. Pierce
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Peter M. Donovan Lloyd F. Pierce
/s/ Winthrop S. Emmet /s/ George R. Prefer
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Winthrop S. Emmet George R. Prefer
/s/ Leland Miles /s/ Raymond VanHoutte
- -------------------- ----------------------
Leland Miles Raymond VanHoutte
BY-LAWS
(as amended August 2, 1984)
OF
THE BOND FUND FOR BANK TRUST DEPARTMENTS
(BFBT FUND)
ARTICLE I
The Trustees
SECTION 1. Initial Trustees, Election and Term of Office. In the year 1983 or
1984, on a date fixed by the Trustees, the shareholders of the Trust shall elect
not less than three Trustees. The initial Trustees named in the Preamble of the
Declaration of Trust dated February 17, 1983, as from time to time amended (the
"Declaration of Trust"), and any additional Trustees appointed pursuant to
Section 4 of this Article I, shall serve as Trustees until the 1983 or 1984
election and until their successors are elected and qualified. The Trustees
elected at such 1983 or 1984 election shall serve as Trustees during the
lifetime of the Trust, except as otherwise provided below.
SECTION 2. Number of Trustees. The number of Trustees shall be fixed by the
Trustees, provided, however, that such number shall at no time exceed eighteen.
SECTION 3. Resignation and Removal. Any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein. Any
Trustee who requests in writing to be retired or who has become incapacitated by
illness or injury may be retired by written instruments signed by a majority of
the other Trustees, specifying the date of his retirement. Any Trustee may be
removed at any time by written instrument, signed by at least two-thirds of the
number of Trustees prior to such removal,specifying the date when such removal
shall become effective.
No natural person shall serve as a Trustee of the Trust after
the holders of record of not less than two-thirds of the outstanding shares of
beneficial interest of the Trust (the "shares") have declared that he be removed
from that office by a declaration in writing signed by such holders and filed
with the Custodian of the assets of the Trust or by votes cast by such holders
in person or by proxy at a meeting called for the purpose. Solicitation of such
a declaration shall be deemed a solicitation of a proxy within the meaning of
Section 20(a) of the Investment Company Act of 1940 (the "Act"").
The Trustees of the Trust shall promptly call a meeting of the
shareholders for the purpose of voting upon a question of removal of any such
Trustee or Trustees when requested in writing so to do by the record holders of
not less than 10 per centum of the outstanding shares.
Whenever ten or more shareholders of record of the Trust who
have been such for at least six months preceding the date of application, and
who hold in the aggregate either shares having a net asset value of at least
$25,000 or at least 1 per centum of the outstanding shares, whichever is less,
shall apply to the Trustees in writing, stating that they wish to communicate
with other shareholders with a view to obtaining signatures to a request for a
meeting of shareholders pursuant to this Section 3 and accompanied by a form of
communication and request which they wish to transmit, the Trustees shall within
five business days after receipt of such application either
(1) afford to such applicants access to a list of the names
and addresses of all shareholders as recorded on the books of the Trust; or
(2) inform such applicants as to the approximate number of
shareholders of record, and the approximate cost of mailing to them the proposed
communication and form of request.
<PAGE>
If the Trustees elect to follow the course specified in
subparagraph (2) above of this Section 3 the Trustees, upon the written request
of such applicants, accompanied by a tender of the material to be mailed and of
the reasonable expenses of mailing, shall, with reasonable promptness, mail such
material to all shareholders of record at their addresses as recorded on the
books, unless within five business days after such tender the Trustees shall
mail to such applicants and file with the Securities and Exchange Commission
("the Commission"), together with a copy of the material to be mailed, a written
statement signed by at least a majority of the Trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion.
After the Commission has had an opportunity for hearing upon
the objections specified in the written statement so filed by the Trustees, the
Trustees or such applicants may demand that the Commission enter an order either
sustaining one or more of such objections or refusing to sustain any of such
objections. If the Commission shall enter an order refusing to sustain any of
such objections, or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all objections so sustained have been met, and shall enter an
order so declaring, the Trustees shall mail copies of such material to all
shareholders with reasonable promptness after the entry of such order and the
renewal of such tender.
Until such provisions become null, void, inoperative and
removed from these By-Laws pursuant to the next sentence, the provisions of all
but the first paragraph of this Section 3 may not be amended or repealed without
the vote of a majority of the Trustees and a majority of the outstanding shares
of the Trust. These same provisions shall be deemed null, void, inoperative and
removed from these By-Laws upon the effectiveness of any amendment to the Act
which eliminates them from Section 16 of the Act or the effectiveness of any
successor Federal law governing the operation of the Trust which does not
contain such provisions.
SECTION 4. Vacancies. In case of the declination, death, resignation,
retirement, removal, or inability of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office whereupon the
appointment shall take effect. Within three months of such appointment the
Trustees shall cause notice of such appointment to be mailed to each shareholder
at his address as recorded on the books of the Trustees. An appointment of a
Trustee may be made by the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted this trust,
the trust estate and the estate of each series of the Trust shall vest in the
new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he shall be deemed a Trustee hereunder and under
the Declaration of Trust. The power of appointment is subject to the provisions
of Section 16(a) of the Act.
Whenever a vacancy among the Trustees shall occur, until such
vacancy is filled, or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated by reason of
disease or otherwise, the other Trustees shall have all the powers hereunder and
the certificate of the other Trustees of such vacancy, absence or incapacity
shall be conclusive, provided, however, that no vacancy shall remain unfilled
for a period longer than six calendar months.
<PAGE>
SECTION 5. Temporary Absence of Trustee. Any Trustee may, by power of attorney,
delegate his power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than two trustees
personally exercise the other powers hereunder except as herein otherwise
expressly provided.
SECTION 6. Effect of Death, Resignation, Removal, Etc. of a Trustee. The death,
declination, resignation, retirement, removal, or incapacity of the Trustees,
or any one of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of the Declaration of Trust
or these By-Laws.
ARTICLE II
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers or agents as the Trustees may
time to time elect. It shall not be necessary for any Trustee or other officer
to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The Treasurer and Secretary shall be chosen
annually by the Trustees. The President shall be chosen annually by and from
the Trustees.
Except for the offices of President and Secretary, two or more
offices may be held by a single person. The officers shall hold office until
their successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign by
filing a written resignation with the President or with the Trustees or with the
Secretary, which shall take effect on being so filed or at such time as may
otherwise be specified therein.The Trustees may at any meeting remove an
officer.
ARTICLE III
Powers and Duties of Trustees and Officers
SECTION 1. Trustees. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable to carry
out that responsibility, so far as such powers are not inconsistent with the
laws of the Commonwealth of Massachusetts, the Declaration of Trust, or with
these By-Laws.
SECTION 2. Executive and Other Committees. The Trustees may elect from their own
number an executive committee to consist of not less than three nor more than
five members, which shall have the power and duty to conduct the current and
ordinary business of the Trust, including the purchase and sale of securities,
while the Trustees are not in session, and such other powers and duties as the
Trustees may from time to time delegate to such committee. The Trustees may also
elect from their own number other committees from time to time, the number
composing such committees and the powers conferred upon the same to be
determined by the Trustees.
<PAGE>
SECTION 3. Chairman of the Trustees. The Trustees may, but need not, appoint
from among their number a Chairman. When present he shall preside at the
meetings of the shareholders and of the Trustees. He may call meetings of the
Trustees and of any committee thereof whenever he deems it necessary. He shall
be an executive officer of this Trust and shall have, with the President,
general supervision over the business and policies of this Trust, subject to the
limitations imposed upon the President, as provided in Section 4 of this Article
III.
SECTION 4. President. In the absence of the Chairman of the Trustees, the
President shall preside at all meetings of the shareholders. Subject to the
Trustees and to any committees of the Trustees, within their respective spheres,
as provided by the Trustees, he shall at all times exercise a general
supervision and direction over the affairs of the Trust. He shall have the power
to employ attorneys and counsel for the Trust and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust. The
President shall have such other powers and duties as, from time to time, may be
conferred upon or assigned to him by the Trustees.
SECTION 5. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian in accordance with Article VII of the
Declaration of Trust. He shall make annual reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records, and
he shall furnish such other reports regarding the business and condition as the
Trustees may from time to time require. The Treasurer shall perform such duties
additional to foregoing as the Trustees may from time to time designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the shareholders at their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall perform such duties additional to the foregoing as the Trustees may from
time to time designate.
SECTION 7. Other Officers. Other officers elected by the Trustees shall
perform such duties as the Trustees may from time to time designate.
SECTION 8. Compensation. The Trustees and officers of the Trust may receive
such reasonable compensation from the Trust for the performance of their duties
as the Trustees may from time to time determine.
ARTICLE IV
Meetings of Shareholders
SECTION 1. Meetings. Meetings of the shareholders may be called at any time by
the President, and shall be called by the President or the Secretary at the
request, in writing or by resolution, of a majority of the Trustees, or at the
written request of the holder or holders of ten percent (10%) or more of the
total number of shares of the then issued and outstanding shares of the Trust
entitled to vote at such meeting. Any such request shall state the purposes of
the proposed meeting.
SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at the
principal place of business of the Trust in Boston, Massachusetts, unless a
different place within the United States is designated by the Trustees and
stated as specified in the respective notices or waivers of notice with respect
thereto.
<PAGE>
SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders,
stating the time, place and the purposes for which the meetings are called,
shall be given by the Secretary to each shareholder entitled to vote thereat,
and to each shareholder who under the By-Laws is entitled to such notice, by
mailing the same postage paid, addressed to him at his address as it appears
upon the books of the Trust, at least twenty (20) days before the time fixed for
the meeting, and the person giving such notice shall make an affidavit with
respect thereto. If any shareholder shall have failed to inform the Trust of his
post office address, no notice need be sent to him. No notice need be given to
any shareholder if a written waiver of notice, executed before or after the
meeting by the shareholder or his attorney thereunto authorized, is filed with
the records of the meeting; provided that if a series of shares is entitled to
vote as a separate series on any matter, then in the case of that matter a
quorum shall consist of the holders of a majority of the total number of shares
of the then issued and outstanding shares of that series entitled to vote at the
meeting. Shares owned directly or indirectly by the Trust, if any, shall not be
deemed outstanding for this purpose.
SECTION 4. Quorum. Except as otherwise provided by law, to constitute a quorum
for the transaction of any business at any meeting of shareholders, there must
be present, in person or by proxy, holders of a majority of the total number of
shares of the then issued and outstanding shares of the Trust entitled to vote
at such meeting; provided that if a series of shares is entitled to vote as a
separate series on any matter, then in the case of that matter a quorum shall
consist of the holders of a majority of the total number of shares of the then
issued and outstanding shares of that series entitled to vote at the meeting.
Shares owned directly or indirectly by the Trust, if any, shall not be deemed
outstanding for this purpose.
If a quorum, as above defined, shall not be present for the
purpose of any vote that may properly come before any meeting of shareholders at
the time and place of any meeting, the shareholders present in person or by
proxy and entitled to vote at such meeting on such matter holding a majority of
the shares present and entitled to vote on such matter may by vote adjourn the
meeting from time to time to be held at the same place without further notice
than by announcement to be given at the meeting until a quorum, as above
defined, entitled to vote on such matter, shall be present, whereupon any such
matter may be voted upon at the meeting as though held when originally convened.
SECTION 5. Voting. At each meeting of the shareholders every shareholder of the
Trust shall be entitled to one (1) vote in person or by proxy for each of the
then issued and outstanding shares of the Trust then having voting power in
respect of the matter upon which the vote is to be taken, standing in his name
on the books of the Trust at the time of the closing of the transfer books for
the meeting, or, if the books be not closed for any meeting, on the record date
fixed as provided in Section 4 of Article VI of these By-Laws for determining
the shareholders entitled to vote at such meeting, or if the books be not closed
and no record date be fixed, at the time of the meeting. The record holder of a
fraction of a share shall be entitled in like manner to a corresponding fraction
of a vote. Notwithstanding the foregoing, the Trustees may, in conjunction with
the establishment of any series of shares, establish conditions under which the
several series shall have separate voting rights or no voting rights.
All elections of Trustees shall be conducted in any manner
approved at the meeting of the shareholders at which said election is held, and
shall be by ballot if so requested by any shareholder entitled to vote thereon.
The persons receiving the greatest number of votes shall be deemed and declared
elected. Except as otherwise required by law or by the Declaration of Trust or
by these By-Laws, all matters shall be decided by a majority of the votes cast,
as hereinabove provided, by persons entitled to vote thereon. With respect to
the submission of a management or investment advisory contract or a change in
investment policy to the shareholders for any shareholder approval required by
the Act, such matter shall be deemed to have been effectively acted upon with
respect to any series of shares if the holders of the lesser of
<PAGE>
(i)67 per centum or more of the shares of that series present
or represented at the meeting if the holders of more than 50
per centum of the outstanding shares of that series are
present or represented by proxy at the meeting or
(ii)more than 50 per centum of the outstanding shares of that
series
vote for the approval of such matter, notwithstanding (a) that such matter has
not been approved by the holders of a majority of the outstanding voting
securities of any other series affected by such matter (as described in Rule
18f-2 under the Act) and (b) that such matter has not been approved by the vote
of a majority of the outstanding voting securities of the Trust (as defined in
the Act).
SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any
meeting of the shareholders may so vote by proxy, but no proxy which is dated
more than six months before the meeting named therein shall be accepted and no
such proxy shall be valid after the final adjournment of such meeting. Every
proxy shall be in writing subscribed by the shareholder or his duly authorized
attorney and shall be dated, but need not be sealed, witnessed or acknowledged.
Proxies shall be delivered to the Secretary or person acting as secretary of the
meeting before being voted. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a shareholder shall be deemed valid unless challenged at or prior to its
exercise.
SECTION 7. Consents. Any action which may be taken by shareholders may be taken
without a meeting if a majority of shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by law, the Declaration
of Trust or these By-Laws for approval of such matter) consent to the action in
writing and the written consents are filed with the records of the meetings of
shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of shareholders.
ARTICLE V
Trustees Meetings
SECTION 1. Meetings. The Trustees may in their discretion provide for regular or
stated meetings of the Trustees. Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the Chairman, President or by
any other Trustee at the time being in office. Any or all of the Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment through which all persons participating in the meeting
can hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.
SECTION 2. Notices. Notice of regular or stated meetings need not be given.
Notice of the time and place of each meeting other than regular or stated
meetings shall be given by the Secretary or by the Trustee calling the meeting
and shall be mailed to each Trustee at least two (2) days before the meeting, or
shall be telegraphed, cabled, or wirelessed to each Trustee at his business
address or personally delivered to him at least one (1) day before the meeting.
Such notice may, however, be waived by all the Trustees. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any special meeting.
<PAGE>
SECTION 3. Consents. Any action required or permitted to be taken at any meeting
of the Trustees may be taken by the Trustees without a meeting if a written
consent thereto is signed by all the Trustees and filed with the records of the
Trustees' meetings. Such consent shall be treated as a vote at a meeting for all
purposes.
SECTION 4. Place of Meetings. The Trustees may hold their meetings outside of
the Commonwealth of Massachusetts, and may, to the extent permitted by law, keep
the books and records of the Trust, and provide for the issue, transfer and
registration of its stock, outside of said State at such places as may, from
time to time, be designated by the Trustees.
SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in office
shall be present in person at any regular stated or special meeting of the
Trustees in order to constitute a quorum for the transaction of business at such
meeting and (except as otherwise required by the Declaration of Trust, by these
By-Laws or by statute) the act of a majority of the Trustees present at any such
meeting, at which a quorum is present, shall be the act of the Trustees. In the
absence of quorum, a majority of the Trustees present may adjourn the meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.
ARTICLE VI
Shares of Beneficial Interest
SECTION 1. Certificates of Beneficial Interest. Certificates for shares of
beneficial interest of any series of shares of the Trust, if issued, shall be in
such form as shall be approved by the Trustees. They shall be signed by, or in
the name of, the Trust by the President and by the Treasurer and may, but need
not be, sealed with seal of the Trust; provided, however, that where such
certificate is signed by a transfer agent or a transfer clerk acting on behalf
of the Trust or a registrar other than a Trustee, officer or employee of the
Trust, the signature of the President or Treasurer and the seal may be
facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Trust whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Trust, such certificate or
certificates may nevertheless be adopted by the Trust and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signatures shall have been used thereon had not
ceased to be such officer or officers of the Trust.
SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest of any
series of shares of the Trust shall be made only on the books of the Trust by
the owner thereof or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary or a transfer agent, and only upon
the surrender of any certificate or certificates for such shares. The Fund shall
not impose any restrictions upon the transfer of the shares of any series of the
Fund, but this requirement shall not prevent the charging of customary transfer
agent fees.
SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if and
whenever the Trustees shall so determine, maintain one or more transfer offices
or agencies, each in the charge of a transfer agent designated by the Trustees,
where the shares of beneficial interest of the Trust shall be directly
transferable. The Trust shall, if and whenever the Trustees shall so determine,
maintain one or more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares shall be registered, and no
certificate for shares of the Trust in respect of which a transfer agent and/or
registrar shall have been designated shall be valid unless countersigned by such
transfer agent and/or registered
<PAGE>
by such registrar. The principal transfer agent shall be in the Commonwealth of
Massachusetts and shall have charge of the stock transfer books, lists and
records, which shall be kept in Massachusetts in an office which shall be deemed
to be the stock transfer office of the Trust. The Trustees may also make such
additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the Trust.
SECTION 4. Closing of Transfer Books and Fixing Record Date. The Trustees may
fix in advance a time which shall be not more than sixty (60) days before the
date of any meeting of shareholders, or the date for the payment of any dividend
or the making of any distribution to shareholders or the last day on which the
consent or dissent of shareholders may be effectively expressed for any purpose,
as the record date for determining the shareholders having the right to notice
of and to vote at such meeting, and any adjournment thereof, or the right to
receive such dividend or distribution or the right to give such consent or
dissent, and in such case only shareholders of record on such record date shall
have such right, notwithstanding any transfer of shares on the books of the
Trust after the record date. The Trustees may, without fixing such record date,
close the transfer books for all or any part of such period for any of the
foregoing purposes.
SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any shares
of a series of the Trust shall immediately notify the Trust of any loss,
destruction or mutilation of the certificate therefor, and the Trustees may, in
their discretion, cause new certificate or certificates to be issued to him, in
case of mutilation of the certificate, upon the surrender of the mutilated
certificate, or, in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate.
SECTION 6. Record Owner of Stock. The Trust shall be entitled to treat the
person in whose name any share of a series of the Trust is registered on the
books of the Trust as the owner thereof, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person.
ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall be the calendar year,
provided, however, that the Trustees may from time to time change the fiscal
year.
ARTICLE VIII
Seal
The Trustees may adopt a seal of the Trust which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time prescribe.
<PAGE>
ARTICLE IX
Inspection of Books
The Trustees shall from time to time determine whether and to
what extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open to
the inspection of the shareholders; and no shareholder shall have any right of
inspecting any account or book or document of the Trust except as conferred by
law or authorized by the Trustees or by resolution of the shareholders.
ARTICLE X
Custodian
The following provisions shall apply to the employment of the
Custodian pursuant to Article VII of the Declaration of Trust and to any
contract entered into with the Custodian so employed:
(a) The Trustees shall cause to be delivered to the
Custodian all securities owned by the Trust or to
which it may become entitled, and shall order the
same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge,
loan, or other disposition thereof, against receipt
by the Custodian of the consideration therefor or a
certificate of deposit or a receipt of an issuer or
of its transfer agent, or to a securities depository
as defined in Rule 17f-4 under the Investment Company
Act of 1940, as amended, all as the Trustees may
generally or from time to time require or approve,
or to a successor Custodian; and the Trustees shall
cause all funds owned by the Trust or to which it may
become entitled to be paid to the Custodian, and
shall order the same disbursed only for investment
against delivery of the securities acquired, or in
payment of expenses, including management
compensation, and liabilities of the Trust, including
distributions to shareholders, or to a successor
Custodian.
(b) In case of the resignation, removal or inability to
serve of any such Custodian, the Trustees shall
promptly appoint another bank or trust company
meeting the requirements of said Article VII as
successor Custodian. The agreement with the
Custodian shall provide that the retiring Custodian
shall, upon receipt of notice of such appointment,
deliver the funds and property of the Trust in its
possession to and only to such successor, and that
pending appointment of a successor Custodian, or a
vote of the shareholders to function without a
Custodian, the Custodian shall not deliver funds and
property of the Trust to the Trustees, but may
deliver them to a bank or trust company doing
business in Boston Massachusetts, of its own
selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published
report, of not less than $2,000,000, as the property
of the Trust to be held under terms similar to those
on which they were held by the retiring Custodian.
<PAGE>
ARTICLE XI
Limitation of Liability and Indemnification
SECTION 1. Limitation of Liability. Provided they have exercised reasonable care
and have acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be responsible for or liable in
any event for neglect or wrongdoing of them or any officer, agent, employee or
investment adviser of the Trust, but nothing contained in the Declaration of
Trust or herein shall protect any Trustee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
SECTION 2. Indemnification of Trustees and Officers. The Trust shall indemnify
each person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
has been a Trustee, officer, employee or agent of the Trust, or is or has been
serving at the request of the Trust as a Trustee, director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, provided that:
(a) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the
best interests of the Trust,
(b) with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct
was unlawful,
(c) unless ordered by a court, indemnification shall be
made only as authorized in the specific case upon a
determination that indemnification of the Trustee,
officer, employee or agent is proper in the
circumstances because he has met the applicable
standard of conduct set forth in subparagraphs (a)
and (b) above and (e) below,such determination to be
made based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (i) vote
of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the
Disinterested Trustees then in office act on the
matter) or (ii) by independent legal counsel in a
written opinion.
(d) in the case of an action or suit by or in the right
of the Trust to procure a judgment in its favor, no
indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjusted to be liable for negligence or
misconduct in the performance of his duty to the
Trust unless and only to the extent that the court
in which such action or suit is brought, or a
court of equity in the county in which the Trust has
its principal office, shall determine upon
application that, despite the adjudication of
liability but in view of all the circumstances of the
case, he is fairly and reasonably entitled to
indemnity for such expenses which such court shall
deem proper, and
(e) no indemnification or other protection shall be made
or given to any Trustee or officer of the Trust
against any liability to the Trust or to its security
holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office.
<PAGE>
Expenses (including attorneys' fees) incurred with respect to
any claim, action, suit or proceeding of the character described in the
preceding paragraph shall be paid by the Trust in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Trust as authorized by this Article, provided
that either:
(1) such undertaking is secured by a surety bond or some
other appropriate security provided by the recipient,
or the Trust shall be insured against losses arising
out of any such advances; or
(2) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the
Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion shall
determine, based upon a review of readily available
facts(as opposed to a full trial-type inquiry), that
there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Section 2, a "Disinterested Trustee" is one
who is not (i) an "Interested Person", as defined in the Act, of the Trust
(including anyone who has been exempted from being an "Interested Person" by any
rule, regulation, or order of the Securities and Exchange Commission), or (ii)
involved in the claim, action, suit or proceeding.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Trust, or with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
SECTION 3. Indemnification of Shareholders. In case any shareholder or former
shareholder shall be held to be personally liable solely by reason of his being
or having been a shareholder and not because of his acts or omissions or for
some other reason, the shareholder or former shareholder (or his heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the assets of the appropriate series of the Trust to be held
harmless from and indemnified against all loss and expense arising from such
liability. The Trust shall, upon request by the shareholder, assume the defense
of any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon.
ARTICLE XII
Underwriting Arrangements
Any contract entered into for the sale of shares of the Trust
pursuant to Article VIII, Section 2 of the Declaration of Trust shall require
the other party thereto (hereinafter called the "underwriter") whether acting as
principal or as agent to use reasonable efforts, consistent with the other
business of the underwriter, to secure purchasers for the shares of the Trust.
The underwriter may be granted the right
(a) To purchase as principal, from the Trust, at not less
than net asset value per share, the shares needed,
but no more than the shares needed (except for
clerical errors and errors of transmission), to fill
unconditional orders for shares of the Trust received
by the underwriter.
<PAGE>
(b) To purchase as principal, from shareholders of the
Trust at not less than net asset value per share such
shares as may be presented to the Trust, or the
transfer agent of the Trust, for redemption and as
may be determined by the underwriter in its sole
discretion.
(c) to resell any such shares purchased at not less than
net asset value per share.
ARTICLE XIII
Report to Shareholders
The Trustees shall at least semi-annually submit to the
shareholders a written financial report of the transactions of the Trust
including financial statements which shall at least annually be certified by
independent public accountants.
ARTICLE XIV
Certain Transactions
SECTION 1. Long and Short Positions. Except as hereinafter provided, no officer
or Trustee and no partner, officer, director or shareholder of the manager or
investment adviser of the Trust or of the underwriter of the Trust, and no
manager or investment adviser or underwriter of the Trust, shall take long or
short positions in the securities issued by the Trust.
(a) The foregoing provision shall not prevent the
underwriter from purchasing from the Trust shares
of the Trust from the Trust if such purchases are
limited (except for reasonable allowances for
clerical errors, delays and errors of transmission
and cancellation of orders) to purchases for the
purpose of filling orders for such shares received by
the underwriter, and provided that orders to
purchase from the Trust are entered with the Trust
or the Custodian promptly upon receipt by
the underwriter of purchase orders for such shares,
unless the underwriter is otherwise instructed by its
customer.
(b) The foregoing provision shall not prevent the
underwriter from purchasing shares of the Trust as
agent for the account of the Trust.
(c) The foregoing provision shall not prevent the
purchase from the Trust or from the underwriter of
shares issued by the Trust by any officer or Trustee
of the Trust or by any partner, officer, director or
shareholder of the manager or investment adviser of
the Trust at the price available to the public
generally at the moment of such purchase or, to the
extent that any such person is a shareholder, at the
price available to shareholders of the Trust
generally at the moment of such purchase, or as
described in the current Prospectus of the Trust.
SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the Trust
to any officer or Trustee of the Trust, or to any partner, officer, director or
shareholder of, or person financially interested in, the manager or investment
adviser of the Trust, or the underwriter of the Trust, or to the manager or
investment adviser of the Trust or to the underwriter of the Trust.
<PAGE>
SECTION 3. Miscellaneous. The Trust shall not permit any officer or Trustee, or
any officer or director of the manager or investment adviser or underwriter of
the Trust, to deal for or on behalf of the Trust with himself as principal or
agent, or with any partnership, association or corporation in which he has a
financial interest; provided that the foregoing provisions shall not prevent (i)
officers and Trustees of the Trust from buying, holding or selling shares in the
Trust, or from being partners, officers or directors of or otherwise financially
interested in the manager or investment adviser or underwriter of the Trust;
(ii) purchases or sales of securities or other property by the Trust from or to
an affiliated person or to the manger or investment adviser or underwriter of
the Trust if such transaction is exempt from the applicable provisions of the
Act; (iii) purchases of investment from the portfolio of the Trust or sales of
investments owned by the Trust through a security dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an officer or Trustee
of the Trust, if such transactions are handled in the capacity of broker only
and commissions charged do not exceed customary brokerage charges for such
services; (iv) employment of legal counsel, registrar, transfer agent, dividend
disbursing agent or custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust if only customary fees are
charged for services to the Trust; (v) sharing statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust is an officer, trustee or
director or otherwise financially interested.
References to the manager or investment adviser of the Trust
contained in this Article XIV shall also be deemed to refer to any sub-adviser
appointed in accordance with Article VIII, Section 1 of the Declaration of
Trust.
ARTICLE XV
Amendments
Except as provided in Section 3 of Article I of these By-Laws
for the portions of such Section 3 referred to therein, these By-Laws may be
amended at any meeting of the Trustees by a vote of a majority of the Trustees
then in office.
**********
THE WRIGHT MANAGED BOND TRUST
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 21st day of December, 1987, between THE WRIGHT
MANAGED BOND TRUST, a Massachusetts business trust (the "Trust") and The
Winthrop Corporation, a Connecticut corporation doing business as WRIGHT
INVESTORS' SERVICE (the "Adviser"):
1. Duties of the Adviser. The Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Trust and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Contract. The Adviser will perform these duties with respect to any and all
series of shares ("Funds") which may be established by the Trustees pursuant to
the Trust's Declaration of Trust. Funds may be terminated and additional Funds
established from time to time by action of the Trustees of the Trust.
The Adviser hereby accepts such employment, and undertakes to afford to
the Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of its Funds. As investment adviser to the Funds, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of each
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940, all as from time to time
amended. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, 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 indices on behalf of the Funds, to enter into commodities contracts on
behalf of the Funds, including contracts for the future delivery of securities
or currency and futures contracts on securities or other indices, and to execute
any and all agreements and instruments and to do any and all things incidental
thereto in connection with the management of the Funds. Should the Trustees of
the Trust at any time, however, make any specific determination as to investment
policy for any or all of the Funds and notify the Adviser thereof in writing,
the Adviser shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such determination has
been revoked. The Adviser shall take, on behalf of the Funds, all actions which
it deems necessary or desirable to implement the investment policies of the
Trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers selected
by the Adviser, and to that end the Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of a Fund or the Trust. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser shall use its best efforts to seek to execute portfolio
security transactions at prices which are advantageous to the Funds and (when a
disclosed commission is being charged) at reasonably competitive commission
rates. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services and products (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly
authorized to cause the Funds to pay any broker or
<PAGE>
dealer who provides such brokerage and research service and products a
commission for executing a security transaction which is in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services and products 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 a Fund or the Trust or of other investment companies sponsored by the
Adviser.
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, the Trust shall pay to the
Adviser on the last day of each month a fee equal to a percentage of the average
daily net assets of each Fund of the Trust throughout the month, computed in
accordance with the Trust's Declaration of Trust and any applicable votes of the
Trustees of the Trust, as shown in the following table.
<TABLE>
Monthly Advisory Fee Rates
-------------------------------------------------------------------------------------
Under $100 Million $250 Million $500 Million
$100 to to to Over
Million $250 Million $500 Million $1 Billion $1 Billion
<S> <C> <C> <C> <C> <C>
Wright Government
Obligations Fund
(WGOF) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
Wright Near Term
Bond Fund (WNTB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
Wright Total Return
Bond Fund (WTRB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
Wright Tax Free
Bond Fund
(WTFB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
Wright Tax Free
Income Fund
(WTFI) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
Wright Current
Income Fund
(WCIF) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
</TABLE>
In case of initiation or termination of the Contract during any month
with respect to any Fund, the Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, waive all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Trust shall include, without
implied limitation (i) expenses of maintaining the Trust and continuing its
existence, (ii) registration of the Trust under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or
<PAGE>
agent under state securities laws, (ix) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents, dividend disbursing agents, shareholder
servicing agents and registrars for all services to the Trust, (xv) expenses for
servicing shareholder accounts, (xvi) any direct charges to shareholders
approved by the Trustees of the Trust, (xvii) compensation of and any expenses
of Trustees of the Trust, (xviii) all payments to be made and expenses to be
assumed by the Trust pursuant to any one or more distribution plans adopted by
the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix)
the administration fee payable to the Trust's administrator, and (xx) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser are or may
be or become interested (as directors, trustees, officers, employees,
stockholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) which the Adviser may organize, sponsor
or acquire, or with which it may merge or consolidate, and which may include the
words "Wright" or "Wright Investors" or any combination thereof as part of their
names, and that the Adviser or its subsidiaries or affiliates may enter into
advisory or management agreements or other contracts or relationships with such
other companies or entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to the Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to the Trust or to any shareholder of
the Trust for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such sub-investment
adviser and approved by the Trustees of the Trust.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1989 and shall continue in full force and effect
indefinitely thereafter, but only so long as such continuance after February 28,
1989 is specifically approved at least annually (i) by the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of that Fund and
(ii) by the vote of a majority of those Trustees of the Trust who are not
interested persons of the Adviser or the Trust cast in person at a meeting
called for the purpose of voting on such approval.
<PAGE>
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and the Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any Fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Contract shall be effective as to that Fund until approved (i) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of that Fund.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the Adviser
hereby agrees that it shall have recourse only to the Trust for payment of
claims or obligations as between the Trust and Adviser arising out of this
Contract and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting if the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
11. Use of the Name "Wright." The Adviser hereby consents to the use by
the Trust of the name "Wright" as part of the Trust's name 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 the Trust to cease
using the name "Wright" as part of the Trust's name and the name of each Fund 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 the Trust for itself
and its Funds, insofar as such names include identifying words requiring the
consent of the Adviser, shall be the property of the Adviser and shall be
subject to the same terms and conditions.
THE WRIGHT MANAGED BOND TRUST THE WINTHROP CORPORATION
D/B/A/ WRIGHT INVESTORS' SERVICE
By/s/ Peter M. Donovan By/s/ John Winthrop Wright
- ---------------------- --------------------------
President President
THE WRIGHT MANAGED INCOME TRUST
(on behalf of Wright U.S. Treasury Money Market Fund)
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 1st day of April, 1991, between THE WRIGHT MANAGED
INCOME TRUST, a Massachusetts business trust (the "Trust") on behalf of Wright
U.S. Treasury Money Market Fund (the "Fund"), and The Winthrop Corporation, a
Connecticut corporation doing business as WRIGHT INVESTORS' SERVICE (the
"Adviser"):
1. Duties of the Adviser. The Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Fund and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
the Fund the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for the Fund and to
furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and for administering the Fund's affairs and to pay the salaries and fees of all
officers and Trustees of the Trust who are members of the Adviser's organization
and all personnel of the Adviser performing services relating to research and
investment activities. The Adviser shall for all purposes herein be deemed to be
an independent contractor and shall, except as otherwise expressly provided or
authorized, have no authority to act for or represent the Trust or the Fund in
any way or otherwise be deemed an agent of the Trust or the Fund.
The Adviser shall provide the Fund with such investment management and
supervision as the Fund may from time to time consider necessary for the proper
supervision of the Fund. As investment adviser to the Fund, 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 the
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940, all as from time to time
amended. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, to buy, sell, lend and otherwise trade in any
stocks, bonds, options and other securities and investment instruments on behalf
of the Fund, to purchase, write or sell options on securities, futures contracts
indices on behalf of the Fund, to enter into commodities contracts on behalf of
the Fund, 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 Fund. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
the Fund 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 Fund, all actions which it deems necessary or desirable
to implement the investment policies of the Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of the 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 the Fund. 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 Fund and (when a disclosed
commission is being charged) at reasonably competitive commission rates. In
selecting brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services and products (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934)
<PAGE>
to the Adviser and the Adviser is expressly authorized to cause the Fund to pay
any broker or dealer who provides such brokerage and research service and
products a commission for executing a security transaction which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities which the Adviser
and its affiliates have with respect to accounts over which they exercise
investment discretion. Subject to the requirement set forth in the second
sentence of this paragraph, the Adviser is authorized to consider, as a factor
in the selection of any broker or dealer with whom purchase or sale orders may
be placed, the fact that such broker or dealer has sold or is selling shares of
the Fund, the Trust or other investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, the Trust shall pay to the
Adviser on behalf of the Fund on the last day of each month a fee based on the
following annual percentage of the average daily net assets of the Fund
throughout the month, computed in accordance with the Trust's Declaration of
Trust and any applicable votes of the Trustees of the Trust: 0.35% of such
average daily net assets under $100 million; 0.32% of such average daily net
assets from $100 million to $500 million; and 0.30% of such average daily net
assets exceeding $500 million.
In case of initiation or termination of the Contract during any month
with respect to any Fund, the Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, reduce all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Fund
will pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Fund shall include, without
implied limitation its proportionate share of (i) expenses of maintaining the
Trust and continuing its existence, (ii) registration of the Trust under the
Investment Company Act of 1940, (iii) commissions, fees and other expenses
connected with the purchase or sale of securities, (iv) auditing, accounting and
legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses
of issue, sale, repurchase and redemption of shares, (viii) expenses of
registering and qualifying the Trust and the Fund's shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to shareholders and investors, and fees
and expenses of registering and maintaining registration of the Trust and of the
Trust's principal underwriter, if any, as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to shareholders and of
meetings of shareholders and proxy solicitations therefor, (x) expenses of
reports to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Trust (including without
limitation safekeeping of funds and securities, keeping of books and accounts
and determination of net asset value), (xiv) fees, expenses and disbursements of
transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to the Trust, (xv) expenses for servicing
shareholder accounts, (xvi) any direct charges to shareholders approved by the
Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of
the Trust, (xviii) all payments to be made and expenses to be assumed by the
Trust or the Fund pursuant to any one or more distribution plans adopted by the
Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the
administration fee payable to the Fund's administrator, and (xx) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees and officers with respect thereto.
<PAGE>
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust or the Fund, and that the Adviser may be or
become interested in the Trust or the Fund as a shareholder or otherwise. It is
also understood that directors, officers, employees and stockholders of the
Adviser are or may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Adviser may organize,
sponsor or acquire, or with which it may merge or consolidate, and which may
include the words "Wright" or "Wright Investors" or any combination thereof as
part of their names, and that the Adviser or its subsidiaries or affiliates may
enter into advisory or management agreements or other contracts or relationships
with such other companies or entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to the Fund are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to the Trust or to any shareholder of
the Trust for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Fund's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such sub-investment
adviser and approved by the Trustees of the Trust.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect to and including February
28, 1993 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 1993 is specifically
approved at least annually (i) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust cast in person at a meeting called for the purpose of
voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract without the payment of any penalty,
by action of its Board of Directors or Trustees, as the case may be, and the
Trust may, at any time upon such written notice to the Adviser, terminate this
Contract by vote of a majority of the outstanding voting securities of the Fund.
This Contract shall terminate automatically in the event of its assignment.
8. Amendments of the Contract. This Contract may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Contract shall be effective until approved (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the outstanding voting securities of
the Fund.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the Adviser
hereby agrees that it shall have recourse only to the Fund for payment of claims
or obligations as between the Fund and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust or from any other series of the Trust.
<PAGE>
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
the Trust of the name "Wright" as part of the names of the Trust and the 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 and
the Fund. The name "Wright" or any variation thereof may be used from time to
time in other connections and for other purposes by the Adviser and its
affiliates and other investment companies that have obtained consent to use the
name "Wright". The Adviser shall have the right to require the Trust and the
Fund to cease using the name "Wright" as part of the Trust's name and the name
of the Fund if the Trust ceases, for any reasons, to employ the Adviser or one
of its affiliates as the Trust's investment adviser. Future names adopted by the
Trust for itself and the Fund, insofar as such names include identifying words
requiring the consent of the Adviser, shall be the property of the Adviser and
shall be subject to the same terms and conditions.
THE WRIGHT MANAGED INCOME TRUST THE WINTHROP CORPORATION
(on behalf of Wright U.S. D/B/A/ WRIGHT INVESTORS' SERVICE
Treasury Money Market Fund)
By/s/ Peter M. Donovan By/s/ John Winthrop Wright
--------------------- -------------------------
President President
THE WRIGHT MANAGED BOND TRUST
ADMINISTRATION AGREEMENT
AGREEMENT originally made this 21st day of December, 1987, by and
between THE WRIGHT MANAGED BOND TRUST, a Massachusetts business trust (the
"Trust"), and EATON VANCE MANAGEMENT, INC., a Massachusetts corporation, and
re-executed this 1st day of November, 1990, by and between the Trust and Eaton
Vance Management, a Massachusetts business trust (the "Administrator") which is
the successor to Eaton Vance Management, Inc. in a transaction qualifying under
Rule 2a-6 under the Investment Company Act of 1940:
1. Duties of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Trust, subject to the supervision
of the Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator shall perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust. Funds may be terminated and additional
Funds established from time to time by action of the Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to
administer the Trust's business affairs and, in connection therewith, to furnish
for the use of the Trust office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Trust, and to pay
the salaries and fees of all officers and Trustees of the Trust who are members
of the Administrator's organization and all personnel of the Administrator
performing management and administrative services for the Trust. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
2. Compensation of the Administrator. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Trust shall pay
to the Administrator on the last day of each month a fee equal to a percentage
of the average daily net assets of each Fund of the Trust throughout the month,
computed in accordance with the Declaration of Trust of the Trust and any
applicable votes of the Trustees of the Trust, as shown in the following table.
<TABLE>
Monthly Administration Fee Rates
Under $100 Million $250 Million Over
$100 to to $500
Million $250 Million $500 Million Million
------- ------------ ------------ -------
<S> <C> <C> <C> <C>
Wright Government
Obligations Fund (WG 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Wright Insured Tax Free
Bond Fund (WTFB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Wright Near Term
Bond Fund (WNTB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Wright Total Return
Bond Fund (WTRB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Wright Tax Free
Income Fund (WTFI) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Wright Current
Income Fund (WCIF) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
</TABLE>
<PAGE>
In case of initiation or termination of the Agreement during any month
with respect to any Fund, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which it is
in effect and the fee shall be computed upon the average net assets for the
business days it is so in effect for that month.
The Administrator may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust and continuing
its existence, (ii) registration of the Trust under the Investment Company Act
of 1940, (iii) commissions, fees and other expenses connected with the purchase
or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes
and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase
and redemption of shares, (viii) expenses of registering and qualifying the
Trust and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Trust and of the Trust's principal underwriter, if any, as
a broker-dealer or agent under state securities laws, (ix) expenses of reports
and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) all payments
to be made and expenses to be assumed by the Trust pursuant to any one or more
distribution plans adopted by the Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940, (xix) the investment advisory fee payable to the
Trust's investment adviser, and (xx) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or otherwise. It is
also understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.
<PAGE>
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses which may
be sustained in the purchase, holding or sale of any security or other
instrument, including options and futures contracts.
6. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1991* and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1991* is specifically approved at least annually by the Trustees of
the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Fund, without the
payment of any penalty, by action of the Trustees of the Trust or the trustees
of the Administrator, as the case may be, and the Trust may, at any time upon
such written notice to the Administrator, terminate this Agreement as to any
Fund by vote of a majority of the outstanding voting securities of that Fund.
This Agreement shall terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Agreement shall be effective until approved by the vote of a majority of
those Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly acknowledges
the provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the
Administrator hereby agrees that it shall have recourse to the Trust for payment
of claims or obligations as between the Trust and the Administrator arising out
of this Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting of the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
- --------
*As most recently continued in effect by the vote of the Board of Trustees of
the Trust and by vote of a majority of those Trustees of the Trust who are not
interested persons of Eaton Vance Management, Inc. (the Administrator's
predecessor) and the Trust.
<PAGE>
10. This Agreement, originally executed on December 21, 1987,
has been re-executed by the Administrator and the Trust of November 1, 1990.
THE WRIGHT MANAGED EATON VANCE MANAGEMENT
BOND TRUST
By:/s/ Peter M. Donovan By:/s/ Benjamin A. Rowland, Jr.
-------------------- ----------------------------
President Vice President,
and not individually
THE WRIGHT MANAGED INCOME TRUST
ADMINISTRATION AGREEMENT
on behalf of
Wright U.S. Treasury Money Market Fund
AGREEMENT made this 1st day of April, 1991, by and between THE WRIGHT
MANAGED INCOME TRUST, a Massachusetts business trust (the "TRUST"), and EATON
VANCE MANAGEMENT, a Massachusetts business trust (the "Administrator") on behalf
of Wright U.S.Treasury Money Market Fund (the "Fund").
1. Duties of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Trust, subject to the supervision
of the Trustees of the Trust, for the period and on the terms set forth in this
Agreement. The Administrator shall perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust. Funds may be terminated and additional
Funds established from time to time by action of the Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to
administer the Trust's business affairs and, in connection therewith, to furnish
for the use of the Trust office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Trust and to pay
the salaries and fees of all officers and Trustees of the Trust who are members
of the Administrator's organization and all personnel of the Administrator
performing management and administrative services for the Trust. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
2. Compensation of the Administrator. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Fund shall pay to
the Administrator on the last day of each month a fee equal to a percentage of
the average daily net assets of the Fund throughout the month, computed in
accordance with the Declaration of Trust of the Trust and any applicable votes
of the Trustees of the Trust, as shown in the following table.
Annual Administration Fee Rates
---------------------------------
Under $100 Million $100 Million to $500 Million Over $500 Million
- ------------------ ---------------------------- -----------------
0.07% 0.03% 0.02%
In case of initiation or termination of the Agreement during any month
with respect to the Fund, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which it is
in effect and the fee shall be computed upon the average net assets for the
business days it is so in effect for that month.
The Administrator may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood that the Fund
will pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Fund shall include,
without implied limitation, (i) expenses of maintaining the Fund and continuing
its existence, (ii) registration of the Fund under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares
<PAGE>
under federal and state securities laws and of preparing and printing
prospectuses for such purposes and for distributing the same to shareholders and
investors, and fees and expenses of registering and maintaining registrations of
the Trust and of the Trust's principal underwriter, if any, as a broker-dealer
or agent under state securities laws, (ix) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents, dividend disbursing agents, shareholder
servicing agents and registrars for all services to the Trust, (xv) expenses for
servicing shareholder accounts, (xvi) any direct charges to shareholders
approved by the Trustees of the Trust, (xvii) compensation of and any expenses
of Trustees of the Trust, (xviii) all payments to be made and expenses to be
assumed by the Trust pursuant to any one or more distribution plans adopted by
the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix)
the investment advisory fee payable to the Trust's investment adviser, and (xx)
such non-recurring items as may arise, including expenses incurred in connection
with litigation, proceedings and claims and the obligation of the Trust to
indemnify its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or otherwise. It is
also understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses which may
be sustained in the purchase, holding or sale of any security or other
instrument, including options and futures contracts.
6. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect to and including February
28, 1993 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 1993 is specifically
approved at least annually by the Trustees of the Trust.
<PAGE>
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of the Trustees of the Trust or the trustees of the
Administrator, as the case may be, and the Trust may, at any time upon such
written notice to the Administrator, terminate this Agreement by vote of a
majority of the outstanding voting securities of that Fund. This Agreement shall
terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved by the vote of a majority of the
Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly acknowledges
the provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the
Administrator hereby agrees that it shall have recourse to the Trust for payment
of claims or obligations as between the Trust and the Administrator arising out
of this Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting of the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
THE WRIGHT MANAGED INCOME TRUST EATON VANCE MANAGEMENT
(on behalf of Wright U.S. Treasury
Money Market Fund)
By:/s/ Peter M. Donovan By:/s/ Barry Rowland Jr.
-------------------- ---------------------
President Vice President,
and not individually
DISTRIBUTION CONTRACT
Distribution Contract dated December 19, 1984, between THE BOND FUND
FOR BANK TRUST DEPARTMENTS (BFBT FUND), a Massachusetts business trust (the
"Fund"), and MFBT CORPORATION, a Delaware corporation (the "Distributor").
In consideration of the mutual promises and undertakings herein
contained, the parties hereto agree as follows:
1. Appointment as Distributor.The Fund hereby appoints the Distributor
as a general distributor of shares of beneficial interest of all Portfolios of
the Fund now in existence or hereafter created (the "shares"). Nothing herein
shall be construed to prevent the Fund from employing other general distributors
of the shares or to prohibit the Fund from acting as distributor of its shares,
and the Fund reserves the right to sell its shares to investors upon
applications received by the Fund or its agents.
2. Distributions by Distributor.The Distributor will have the right to
obtain subscriptions for and to sell shares as agent of the Fund. The
Distributor shall be under no obligation to effectuate any particular amount of
sales of shares or to promote or make sales except to the extent the Distributor
deems advisable. Nothing herein shall be deemed to obligate the Distributor to
register or qualify as a broker or dealer in any state, territory or other
jurisdiction in which it is not now registered or qualified or to maintain its
registration or qualification in any state, territory or other jurisdiction in
which it is now registered or qualified.
3. Sales Price. All subscriptions and sales of shares by the
Distributor hereunder shall be at the applicable net asset value of the shares
in accordance with the provisions of the current Prospectus of the Fund. No
commission or other compensation for selling or obtaining subscriptions for
shares shall be paid by the Fund or charged as a part of the subscription or
selling price on any such sale or subscription, except to the extent that
payments by the Fund may be authorized pursuant to a Rule 12b-1 Distribution
Plan adopted by and then in effect with respect to the Fund.
4. Repurchase of Shares. The Distributor may act as agent for the Fund
in connection with the repurchase of shares by the Fund upon the terms and
conditions set forth in the then current Prospectus of the Fund. The Fund will
reimburse the Distributor for any reasonable expenses incurred by the
Distributor in connection with any such repurchase of shares for the account of
the Fund.
5. Cooperation by Fund. The Fund agrees to execute such papers and to
do such acts and things as shall from time to time be reasonably requested by
the Distributor for the purpose of registering or qualifying and maintaining
registration or qualification of the shares for sale under the so-called "Blue
Sky" laws of any state or territory or for maintaining the registration of the
Fund and of the shares under the Securities Act of 1933 and the Investment
Company Act of 1940, to the end that there will be available for sale from time
to time such number of shares as the Distributor may reasonably be expected to
sell. The Fund will advise the Distributor promptly of (i) any action of the
Securities and Exchange Commission or any authorities of any state or territory,
of which it may be advised, affecting registration or qualification of the Fund
or the shares, or rights to offer the shares for sale, and (ii) the happening of
any event which makes untrue any statement in the registration statement or
Prospectus or which requires the making of any change in the registration
statement or Prospectus in order to make the statements therein not misleading.
The Fund shall make available to the Distributor such copies of its currently
effective Prospectus and of all information, financial statements and other
papers as the Distributor shall reasonable request in connection with the
distribution of shares of the Fund.
<PAGE>
6. The Distributor as Independent Contractor. The Distributor shall be
an independent contractor and neither the Distributor nor any of its officers or
employees as such is or shall be an employee of the Fund. The Distributor is
responsible for its own conduct and the employment, control and conduct of its
agents and employees and for injury to such agents or employees or to others
through its agents or employees. The Distributor assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
7. Representation. The Distributor is not authorized by the Fund to
give any information or to make any representations other than those contained
in the registration statement or Prospectus filed with the Securities and
Exchange Commission under the Securities Act of 1933 (as said registration
statement and Prospectus may be amended from time to time) or contained in
shareholder reports or other material that may be prepared by or on behalf of
the Fund for the Distributor's use. Nothing herein shall be construed to prevent
the Distributor from preparing and distributing sales literature or other
material as it may deem appropriate.
8. Expenses Payable by the Fund. The Fund shall pay for and affix any
stock issue stamps (or in the case of treasury shares transfer stamps) required
for the issue (or transfer) of shares of the Fund. The Fund shall pay all fees
and expenses in connection with (a) the preparation and filing of any
registration statement and Prospectus under the Securities Act of 1933 or the
Investment Company Act of 1940 and amendments thereto, (b) the registration or
qualification of shares for sale in the various states, territories or other
jurisdictions (including without limitation the registering or qualifying the
Fund as a broker or dealer or any officer of the Fund as agent or salesman in
any state, territory or other jurisdiction), (c) the preparation and
distribution of any report or other communication to shareholders of the Fund in
their capacity as such, and (d) the preparation and distribution of any
Prospectuses sent to existing shareholders of the Fund. The Fund shall also make
all payments (including but not limited to expenses) pursuant to any written
plan or agreement relating to the implementation of such plan approved in
accordance with Rule 12b-1 under the Investment Company Act of 1940 in
connection with the distribution of its shares.
9. Expenses Payable by the Distributor. The Distributor or its parent
will defray expenses of (a) printing and distributing any Prospectuses or
reports prepared for its use in connection with the offering of the shares for
sale to the public (other than to existing shareholders of the Fund), (b) any
other literature used by the Distributor in connection with such offering, and
(c) any advertising in connection with such offering, unless any of the expenses
listed in subparagraphs (a), (b) or (c) of this paragraph 9 are to be paid by
the Fund under a 12b-1 plan or agreement relating to the implementation of such
plan as described in paragraph 8 hereof.
10. Indemnification of the Distributor. The Fund agrees to indemnify
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus, shareholder
reports or other information filed or made public by the Fund as from time to
time amended and supplemented, included an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading and arising under the
Securities Act of 1933, or any other statute or the common law, provided,
however, that the Fund does not agree to so indemnify the Distributor or hold it
harmless to the extent that such statement or omission was made on reliance
upon, and in conformity with, information furnished to the Fund in connection
therewith by or on behalf of the Distributor; and provided, further, that in no
case (i) is the indemnity of the Fund in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any such person against
any liability to the Fund or its security holders to which the Distribution
Contract or any controlling person would otherwise be subject by reason of
wilful
<PAGE>
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Fund to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Distributor or any person indemnified unless the Distributor or such person, as
the case may be, shall have notified the Fund in writing of such claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such person (or after the Distributor or such person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any such claim shall not relieve it from any liability which it may
have to the Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Fund shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such claim, but if the Fund elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such person or persons, defendant or defendants in the suit. In
the event the Fund elects to assume the defense of any such suit and retain such
counsel, the Distributor, such officers or directors or such controlling person
or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them. If the Fund does not elect
to assume the defense of any such suit, it will reimburse the Distributor, such
officers or directors or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Fund agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or trustees in connection with the issuance or sale of any of the shares.
11. Indemnification of the Fund. The Distributor agrees that it will
indemnify and hold harmless the Fund and each of its trustees and officers and
each person, if any, who controls the Fund within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any shares, based upon the
1933 Act or any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration statement,
prospectus, shareholder reports or other information filed or made public by the
Fund, as from time to time amended, included an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, insofar as any
such statement or omission was made in reliance upon, and in conformity with
information furnished to the Fund by or on behalf of the Distributor, provided,
however, that in no case (i) is the indemnity of the Distributor in favor of the
Fund or any person indemnified to be deemed to protect the Fund or any such
person against any liability to which the Fund or any such person would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Contract, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or such person, as the case may be, shall have
notified the Distributor in writing of such claim within a reasonable time after
the summons or other first written notification giving information of the nature
of the claim shall have been served upon the Fund or upon such person (or after
the Fund or such person shall have received notice of such service on any
designated agent), but failure to notify the Distributor of any such claim shall
not relieve it from any liability which it may have to the Fund or any person
against whom such action is brought otherwise than on account of is indemnity
agreement contained in this paragraph. In the case on any such notice to the
Distributor, the Distributor shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such claim, but if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by the Distributor
and satisfactory to the Fund, to its officers and directors and to any
controlling person or persons, defendant or defendants in the suit. In the event
that the Distributor elects to assume the defense of any such suit
<PAGE>
and retain such counsel, the Fund or such controlling persons, defendant or
defendants in the suit, shall bear the fees and expense of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any such suit, it will reimburse the Fund, such officers and trustees
or controlling person or persons, defendant or defendants in such suit, for the
reasonable fees and expenses of any counsel retained by them. The Distributor
agrees promptly to notify the Fund of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of the
shares.
12. Effective Date, Termination and Amendment. This Contract shall
become effective on the date of its execution and (unless terminated as herein
provided) shall remain in full force and through and including February 28, 1985
and shall continue in full force and effect indefinitely thereafter, but only so
long as such continuance after February 28, 1985 is specifically approved at
least annually (a) by vote of a majority of the outstanding voting securities of
the Fund or by the Trustees of the Fund, and (b) by the vote of a majority of
the Trustees of the Fund who are not interested persons of the Fund or of the
Distributor cast in person at a meeting called for the purpose of voting on such
approval. This Contract may a any time be terminated without the payment of any
penalty (1) by vote of the Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, on 60 days' written notice to the
Distributor, (2) automatically in the event of its assignment, and (3) by the
Distributor on 60 days' written notice to the Fund. Any notice under this
Contract shall be given in writing, addressed and delivered, or mailed postpaid,
to the other party at the Boston office of such party.
This Contract may be amended at any time by a writing signed by both
parties hereto, provided that no amendment of this Contract shall be effective
until approved (a) by vote of a majority of the outstanding voting securities of
the Fund or by vote of the Trustees of the Fund, and (b) by the vote of a
majority of the Trustees of the Fund who are not interested persons of the Fund
or of the Distributor cast in person at a meeting called for the purpose of
voting on such approval.
13. Limitation of Liability. The Distributor expressly acknowledges the
provision in the Declaration of Trust of the Fund (Article XIV, Section 2)
limiting the personal liability of shareholders of the Fund, and the Distributor
hereby agrees that is shall have recourse to the Fund for payment of claims or
obligations as between the Fund and the Distributor arising out of this Contract
and shall not seek satisfaction from the shareholders or any shareholder of the
Fund.
14. Certain Definitions. The terms "interested person", "vote of a
majority of the outstanding voting securities" and "assignment" when used in
this Contract shall have the respective meanings specified in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation or order.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Distribution Contract to be executed in its name and on its behalf by one of its
officers thereunto duly authorized, all as of the day and year first above
written.
THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND)
By /s/ H. Day Brigham Jr.
------------------------
Vice President
MFBT CORPORATION
By /s/ A.M. Moody III
------------------------
President
>
MASTER CUSTODIAN AGREEMENT
between
WRIGHT MANAGED INVESTMENT FUNDS
and
INVESTORS BANK & TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
1. Definitions................................................1-2
2. Employment of Custodian and Property to be held by it...... 3
3. Duties of the Custodian with Respect to
Property of the Fund....................................... 3
A. Safekeeping and Holding of Property.................... 3
B. Delivery of Securities.................................3-6
C. Registration of Securities............................. 6
D. Bank Accounts.......................................... 6
E. Payments for Shares of the Fund........................ 7
F. Investment and Availability of Federal Funds........... 7
G. Collections............................................7-8
H. Payment of Fund Moneys.................................8-9
I. Liability for Payment in Advance of
Receipt of Securities Purchased........................9-10
J. Payments for Repurchases of Redemptions
of Shares of the Fund.................................. 10
K. Appointment of Agents by the Custodian................. 10
L. Deposit of Fund Portfolio Securities in Securities Systems.10-12
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper............................12-14
N. Segregated Account..................................... 14
O. Ownership Certificates for Tax Purposes................ 14
P. Proxies................................................ 14
Q. Communications Relating to Fund Portfolio Securities... 15
<PAGE>
R. Exercise of Rights; Tender Offers..................... 15
S. Depository Receipts...................................5-16
T. Interest Bearing Call or Time Deposits................ 16
U. Options, Futures Contracts and Foreign Currency Transactions.16-17
V. Actions Permitted Without Express Authority..........17-18
4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value................... 18
5. Records and Miscellaneous Duties..........................8-19
6. Opinion of Fund`s Independent Public Accountants.......... 19
7. Compensation and Expenses of Bank......................... 19
8. Responsibility of Bank...................................19-20
9. Persons Having Access to Assets of the Fund.............. 20
10. Effective Period,Termination and Amendment; Successor Custodian..20-21
11. Interpretive and Additional Provisions................... 21
12. Notices.................................................. 21
13. Massachusetts Law to Apply............................... 21
14. Adoption of the Agreement by the Fund.................... 22
<PAGE>
MASTER CUSTODIAN AGREEMENT
This Agreement is made between each investment company advised by
Wright Investors' Service which has adopted this Agreement in the manner
provided herein and Investors Bank & Trust Company (hereinafter called "Bank",
"Custodian" and "Agent"), a trust company established under the laws of
Massachusetts with a principal place of business in Boston, Massachusetts.
Whereas, each such investment company is registered under the
Investment Company Act of 1940 and has appointed the Bank to act as Custodian of
its property and to perform certain duties as its Agent, as more fully
hereinafter set forth; and
Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:
1. Definitions
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Fund" shall mean the investment company which has adopted this
Agreement. If the Fund is a Massachusetts business trust, it may in the future
establish and designate other separate and distinct series of shares, each of
which may be called a "portfolio"; in such case, the term "Fund" shall also
refer to each such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing
general partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(e) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository but
only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.
-1-
<PAGE>
(f) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for United
States and federal agency securities (i.e., as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry
regulations of federal agencies substantially in the form of Subpart O).
(g) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in Rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.
(h) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but only
if the Custodian has received a certified copy of a vote of the Board approving
the participation by the Fund in such system.
(i) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by Wright Investors'
Service to the Custodian through the Wright trading system shall be deemed to be
proper instructions; the Fund shall cause all such instructions to be confirmed
in writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received and
accepted by the Custodian as conclusive evidence of the authority of any such
person to act and may be considered as in full force and effect until receipt of
written notice to the contrary. Such instructions may be general or specific in
terms and, where appropriate, may be standing instructions. Unless the vote
delegating authority to any person or persons to give a particular class of
instructions specifically requires that the approval of any person, persons or
committee shall first have been obtained before the Custodian may act on
instructions of that class, the Custodian shall be under no obligation to
question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. The Fund authorizes the Custodian
to tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic devices
provided that the President and Treasurer of the Fund and the Custodian are
satisfied that such procedures afford adequate safeguards for the Fund's assets.
In performing its duties generally, and more particularly in connection with the
purchase, sale and exchange of securities made by or for the Fund, the Custodian
may take cognizance of the provisions of the governing documents and
registration statement of the Fund as the same may from time to time be in
effect (and votes, resolutions or proceedings of the shareholders or the Board),
but, nevertheless, except as otherwise expressly provided herein, the Custodian
may assume unless and until notified in writing to the contrary that so-called
proper instructions received by it are not in conflict with or in any way
contrary to any provisions of such governing documents and registration
statement, or votes, resolutions or proceedings of the shareholders or the
Board.
-2-
<PAGE>
2. Employment of Custodian and Property to be Held by It
The Fund hereby appoints and employs the Bank as its Custodian and
Agent in accordance with and subject to the provisions hereof, and the Bank
hereby accepts such appointment and employment. The Fund agrees to deliver to
the Custodian all securities, participation interests, cash and other assets
owned by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of its
duties hereunder.
The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board of Directors. Any such subcustodian so
employed by the Custodian shall be deemed to be the agent of the Custodian, and
the Custodian shall remain primarily responsible for the securities,
participation interests, moneys and other property of the Fund held by such
subcustodian. Any foreign subcustodian shall be a bank or trust company which is
an eligible foreign custodian within the meaning of Rule 17f-5 under the
Investment Company Act of 1940, and the foreign custody arrangements shall be
approved by the Board of Directors and shall be in accordance with and subject
to the provisions of said Rule. For the purposes of this Agreement, any property
of the Fund held by any such subcustodian (domestic or foreign) shall be deemed
to be held by the Custodian under the terms of this Agreement.
3. Duties of the Custodian with Respect to Property of the Fund
A. Safekeeping and Holding of Property. The Custodian shall keep
safely all property of the Fund and on behalf of the Fund
shall from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate
on its books and records for the account of the Fund all
property of the Fund,including all securities, participation
interests and other assets of the Fund (1) physically held
by the Custodian, (2) held by any subcustodian referred to
in Section 2 hereof or by any agent referred to in Paragraph
K hereof, (3) held by or maintained in The Depository Trust
Company or in Participants Trust Company or in an Approved
Clearing Agency or in the Federal Book-Entry System or in an
Approved Foreign Securities Depository, each of which from
time to time is referred to herein as a "Securities System",
and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.
B. Delivery of Securities.The Custodian shall release and deliver
securities or participation interests owned by the Fund held
(or deemed to be held) by the Custodian or maintained in a
Securities System account or in an Approved Book-Entry System
for Commercial Paper account only upon receipt of proper
instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
-3-
<PAGE>
1) Upon sale of such securities or participation
interests for the account of the Fund, but
only against receipt of payment therefor; if
delivery is made in Boston or New York City,
payment therefor shall be made in accordance
with generally accepted clearing house
procedures or by use of Federal Reserve Wire
System procedures; if delivery is made
elsewhere payment therefor shall be in
accordance with the then current "street
delivery" custom or in accordance with such
procedures agreed to in writing from time to
time by the parties hereto; if the sale is
effected through a Securities System,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph L hereof; if the sale of commercial
paper is to be effected through an Approved
Book-Entry System for Commercial Paper,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph M hereof; if the securities are to
be sold outside the United States, delivery
may be made in accordance with procedures
agreed to in writing from time to time by the
parties hereto; for the purposes of this
subparagraph, the term "sale" shall include
the disposition of a portfolio security (i)
upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to
make a successful bid with respect to a
portfolio security, the continued holding of
which is contingent upon the making of such a
bid;
2) Upon the receipt of payment in connection
with any repurchase agreement or reverse
repurchase agreement relating to such
securities and entered into by the Fund;
3) To the depository agent in connection with
tender or other similar offers for portfolio
securities of the Fund;
4) To the issuer thereof or its agent when such
securities or participation interests are
called, redeemed, retired or otherwise
become payable; provided that, in any such
case, the cash or other consideration is to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
5) To the issuer thereof, or its agent, for
transfer into the name of the Fund or into
the name of any nominee of the Custodian or
into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or
into the name or nominee name of any
subcustodian employed pursuant to Section 2
hereof; or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units; provided that,
in any such case, the new securities or
participation interests are to be delivered
to the Custodian or any subcustodian employed
pursuant to Section 2 hereof;
-4-
<PAGE>
6) To the broker selling the same for
examination in accordance with the "street
delivery" custom; provided that the
Custodian shall adopt such procedures as the
Fund from time to time shall approve to
ensure their prompt return to the Custodian
by the broker in the event the broker elects
not to accept them;
7) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the Issuer
of such securities, or pursuant to provisions
for conversion of such securities, or
pursuant to any deposit agreement; provided
that, in any such case, the new securities
and cash, if any, are to be delivered to the
Custodian or any subcustodian employed
pursuant to Section 2 hereof;
8) In the case of warrants, rights or similar
securities, the surrender thereof in
connection with the exercise of such
warrants, rights or similar securities, or
the surrender of interim receipts or
temporary securities for definitive
securities; provided that, in any such case,
the new securities and cash, if any, are to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
9) For delivery in connection with any loans of
securities made by the Fund (such loans to be
made pursuant to the terms of the Fund's
current registration statement), but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund, which may be in the
form of cash or obligations issued by the
United States government, its agencies or
instrumentalities; except that in connection
with any securities loans for which
collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S.Department of Treasury,
the Custodian will not be held liable or
responsible for the delivery of securities
loaned by the Fund prior to the receipt of
such collateral;
10) For delivery as security in connection with
any borrowings by the Fund requiring a pledge
or hypothecation of assets by the Fund (if
then permitted under circumstances described
in the current registration statement of the
Fund), provided, that the securities shall be
released only upon payment to the Custodian
of the monies borrowed, except that in cases
where additional collateral is required to
secure a borrowing already made, further
securities may be released for that purpose;
upon receipt of proper instructions, the
Custodian may pay any such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of
the note or notes evidencing the loan;
11) When required for delivery in connection with
any redemption or repurchase of Shares of the
Fund in accordance with the provisions of
Paragraph J hereof;
-5-
<PAGE>
12) For delivery in accordance with the
provisions of any agreement between the
Custodian(or a subcustodian employed pursuant
to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act
of 1934 and, if necessary, the Fund, relating
to compliance with the rules of The Options
Clearing Corporation or of any registered
national securities exchange, or of any
similar organization or organizations,
regarding deposit or escrow or other
arrangements in connection with options
transactions by the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund,
the Custodian (or a subcustodian employed
pursuant to Section 2 hereof), and a futures
commissions merchant, relating to compliance
with the rules of the Commodity Futures
Trading Commission and/or of any contract
market or commodities exchange or similar
organization,regarding futures margin account
deposits or payments in connection with
futures transactions by the Fund;
14) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board specifying the securities to be
delivered, setting forth the purpose for
which such delivery is to be made, declaring
such purpose to be proper corporate purpose,
and naming the person or persons to whom
delivery of such securities shall be made.
C. Registration of Securities. Securities held by the Custodian
(other than bearer securities) for the account of the Fund
shall be registered in the name of the Fund or in the name
of any nominee of the Fund or of any nominee of the Custodian,
or in the name or nominee name of any agent appointed pursuant
to Paragraph K hereof, or in the name or nominee name of any
subcustodian employed pursuant to Section 2 hereof, or in the
name or nominee name of The Depository Trust Company or
Participants Trust Company or Approved Clearing Agency or
Federal Book-Entry System or Approved Book-Entry System for
Commercial Paper; provided, that securities are held in an
account of the Custodian or of such agent or of such
subcustodian containing only assets of the Fund or only assets
held by the Custodian or such agent or such subcustodian as
a custodian or subcustodian or in a fiduciary capacity for
customers. All certificates for securities accepted by the
Custodian or any such agent or subcustodian on behalf of the
Fund shall be in "street" or other good delivery form or
shall be returned to the selling broker or dealer who shall
be advised of the reason thereof.
D. Bank Accounts.The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only
to draft or order by the Custodian acting in pursuant to the
terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received
by it from or for the account of the Fund other than cash
maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act
of 1940. Funds held by the Custodian for the Fund may be
deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust
companies as the Custodian may in its discretion deem
necessary or desirable; provided, however, that
-6-
<PAGE>
every such bank or trust company shall be qualified to act as
a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved in
writing by two officers of the Fund. Such funds shall be
deposited by the Custodian in its capacity as Custodian and
shall be subject to withdrawal only by the Custodian in that
capacity.
E. Payment for Shares of the Fund. The Custodian shall make
appropriate arrangements with the Transfer Agent and the
principal underwriter of the Fund to enable the Custodian to
make certain it promptly receives the cash or other
consideration due to the Fund for such new or treasury Shares
as may be issued or sold from time to time by the Fund, in
accordance with the governing documents and offering
prospectus and statement of additional information of the
Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.
F. Investment and Availability of Federal Funds. Upon agreement
between the Fund and the Custodian, the Custodian shall, upon
the receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties,
1) invest in such securities and instruments as
may be set forth in such instructions on the
same day as received all federal funds
received after a time agreed upon between
the Custodian and the Fund; and
2) make federal funds available to the Fund as
of specified times agreed upon from time to
time by the Fund and the Custodian in the
amount of checks received in payment for
Shares of the Fund which are deposited into
the Fund's account.
G. Collections. The Custodian shall promptly collect all income
and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall
promptly collect all income and other payments with respect to
bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or agent thereof and
shall credit such income, as collected, to the Fund's
custodian account. The Custodian shall do all things necessary
and proper in connection with such prompt collections and,
without limiting the generality of the foregoing, the
Custodian shall
1) Present for payment all coupons and other
income items requiring presentations;
2) Present for payment all securities which may
mature or be called, redeemed, retired or
otherwise become payable;
3) Endorse and deposit for collection, in the
name of the Fund, checks, drafts or other
negotiable instruments;
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<PAGE>
4) Credit income from securities maintained in
a Securities System or in an Approved
Book-Entry System for Commercial Paper at
the time funds become available to the
Custodian; in the case of securities
maintained in The Depository Trust Company
funds shall be deemed available to the Fund
not later than the opening of business on
the first business day after receipt of such
funds by the Custodian.
The Custodian shall notify the Fund as soon as reasonably
practicable whenever income due on any security is not
promptly collected. In any case in which the Custodian does
not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in
writing, enclosing copies of any demand letter, any written
response thereto, and memoranda of all oral responses thereto
and to telephonic demands, and await instructions from the
Fund; the Custodian shall in no case have any liability for
any nonpayment of such income provided the Custodian meets the
standard of care set forth in Section 8 hereof. The Custodian
shall not be obligated to take legal action for collection
unless and until reasonably indemnified to its satisfaction.
The Custodian shall also receive and collect all stock
dividends, rights and other items of like nature, and deal
with the same pursuant to proper instructions relative
thereto.
H. Payment of Fund Moneys. Upon receipt of proper instructions,
which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out moneys of the Fund
in the following cases only:
1) Upon the purchase of securities,participation
interests, options,futures contracts, forward
contracts and options on futures contracts
purchased for the account of the Fund but
only (a) against the receipt of
(i) such securities registered as provided
in Paragraph C hereof or in proper form
for transfer or
(ii) detailed instructions signed by an
officer of the Fund regarding the
participation interests to be purchased or
(iii) written confirmation of the purchase
by the Fund of the options, futures
contracts, forward contracts or options on
futures contracts
by the Custodian (or by a subcustodian
employed pursuant to Section 2 hereof or by
a clearing corporation of a national
securities exchange of which the Custodian
is a member or by any bank, banking
institution or trust company doing business
in the United States or abroad which is
qualified under the Investment Company Act
of 1940 to act as a custodian and which has
been designated by the Custodian as its
agent for this purpose or by the agent
specifically designated in such instructions
as representing the purchasers of a new
issue of privately placed securities); (b)
in the case of a purchase effected through a
Securities System, upon receipt of the
securities by the Securities System
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<PAGE>
in accordance with the conditions set forth
in Paragraph L hereof; (c) in the case of a
purchase of commercial paper effected
through an Approved Book-Entry System for
Commercial Paper, upon receipt of the paper
by the Custodian or subcustodian in
accordance with the conditions set forth in
Paragraph M hereof; (d) in the case of
repurchase agreements entered into between
the Fund and another bank or a
broker-dealer, against receipt by the
Custodian of the securities underlying the
repurchase agreement either in certificate
form or through an entry crediting the
Custodian's segregated, non-proprietary
account at the Federal Reserve Bank of
Boston with such securities along with
written evidence of the agreement by the
bank or broker-dealer to repurchase such
securities from the Fund; or (e) with
respect to securities purchased outside of
the United States, in accordance with
written procedures agreed to from time to
time in writing by the parties hereto;
2) When required in connection with the
conversion, exchange or surrender of
securities owned by the Fund as set forth in
Paragraph B hereof;
3) When required for the redemption or
repurchase of Shares of the Fund in
accordance with the provisions of Paragraph
J hereof;
4) For the payment of any expense or liability
incurred by the Fund, including but not
limited to the following payments for the
account of the Fund: advisory fees,
distribution plan payments, interest, taxes,
management compensation and expenses,
accounting, transfer agent and legal fees,
and other operating expenses of the Fund
whether or not such expenses are to be in
whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends or other
distributions to holders of Shares declared
or authorized by the Board; and
6) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board, specifying the amount of such
payment, setting forth the purpose for which
such payment is to be made, declaring such
purpose to be a proper corporate purpose,
and naming the person or persons to whom
such payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of the Fund is made by the
Custodian in advance of receipt of the securities purchased in
the absence of specific written instructions signed by two
officers of the Fund to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by the
Custodian; except that in the case of a repurchase agreement
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to
the account of such bank prior to the receipt of (i) the
securities in certificate form subject to such repurchase
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<PAGE>
agreement or (ii) written evidence that the securities subject
to such repurchase agreement have been transferred by
book-entry into a segregated non-proprietary account of the
Custodian maintained with the Federal Reserve Bank of Boston
or (iii) the safekeeping receipt, provided that such
securities have in fact been so transfered by book-entry and
the written repurchase agreement is received by the Custodian
in due course; and except that if the securities are to be
purchased outside the United States, payment may be made in
accordance with procedures agreed to in writing from time to
time by the parties hereto.
J. Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, but
subject to any applicable votes of the Board and the current
redemption and repurchase procedures of the Fund, the
Custodian shall, upon receipt of written instructions from the
Fund or from the Fund's transfer agent or from the principal
underwriter, make funds and/or portfolio securities available
for payment to holders of Shares who have caused their Shares
to be redeemed or repurchased by the Fund or for the Fund`s
account by its transfer agent or principal underwriter.
The Custodian may maintain a special checking account upon
which special checks may be drawn by shareholders of the Fund
holding Shares for which certificates have not been issued.
Such checking account and such special checks shall be subject
to such rules and regulations as the Custodian and the Fund
may from time to time adopt. The Custodian or the Fund may
suspend or terminate use of such checking account or such
special checks (either generally or for one or more
shareholders) at any time. The Custodian and the Fund shall
notify the other immediately of any such suspension or
termination.
K. Appointment of Agents by the Custodian. The Custodian may at
any time or times in its discretion appoint (and may at any
time remove) any other bank or trust company (provided such
bank or trust company is itself qualified under the Investment
Company Act of 1940 to act as a custodian or is itself an
eligible foreign custodian within the meaning of Rule 17f-5
under said Act) as the agent of the Custodian to carry out
such of the duties and functions of the Custodian described in
this Section 3 as the Custodian may from time to time direct;
provided, however, that the appointment of any such agent
shall not relieve the Custodian of any of its responsibilities
or liabilities hereunder, and as between the Fund and the
Custodian the Custodian shall be fully responsible for the
acts and omissions of any such agent. For the purposes of this
Agreement, any property of the Fund held by any such agent
shall be deemed to be held by the Custodian hereunder.
L. Deposit of Fund Portfolio Securities in Securities Systems.The
Custodian may deposit and/or maintain securities owned by the
Fund
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
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<PAGE>
(4) in the Federal Book-Entry System; or
(5) in an Approved Foreign Securities Depository
in each case only in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2 keep
securities of the Fund in a Securities System provided that
such securities are maintained in a non-proprietary account
("Account") of the Custodian or such subcustodian in the
Securities System which shall not include any assets of the
Custodian or such subcustodian or any other person other than
assets held by the Custodian or such subcustodian as a
fiduciary, custodian, or otherwise for its customers.
(b) The records of the Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging
to the Fund, and the Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable of
accurately and currently stating the Fund's holdings
maintained in each such Securities System.
(c) The Custodian shall pay for securities purchased
in book-entry form for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
such securities have been transferred to the Account, and (ii)
the making of any entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account
of the Fund only upon (i) receipt of notice or advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all notices or
advices from the Securities System of transfers of securities
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be promptly
provided to the Fund at its request. The Custodian shall
promptly send to the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written advice
or notice of each such transaction, and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to the Securities System's accounting
system, system of internal accounting controls or procedures
for safeguarding securities deposited in the Securities
System; the Custodian shall promptly send to the Fund any
report or other communication relating to the Custodian's
internal accounting controls and procedures for safeguarding
securities deposited in any Securities System; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities
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<PAGE>
deposited in any Securities System. The Custodian's books and
records relating to the Fund's participation in each
Securities System will at all times during regular business
hours be open to the inspection of the Fund's authorized
officers, employees or agents.
(e) The Custodian shall not act under this Paragraph
L in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Securities System; the Custodian shall also obtain appropriate
assurance from the officers of the Fund that the Board has
annually reviewed the continued use by the Fund of each
Securities System, and the Fund shall promptly notify the
Custodian if the use of a Securities System is to be
discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of the
Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or
subcustodians or of any of its or their employees or from any
failure of the Custodian or any such agent or subcustodian to
enforce effectively such rights as it may have against the
Securities System or any other person; at the election of the
Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Fund has not been made whole for any such loss or
damage.
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper. Upon receipt of proper
instructions with respect to each issue of direct issue
commercial paper purchased by the Fund, the Custodian may
deposit and/or maintain direct issue commercial paper owned by
the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable
Securities and Exchange Commission rules, regulations, and
no-action correspondence, and at all times subject to the
following provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry System
for Commercial Paper, provided that such paper is issued in
book entry form by the Custodian or subcustodian on behalf of
an issuer with which the Custodian or subcustodian has entered
into a book-entry agreement and provided further that such
paper is maintained in a non-proprietary account ("Account")
of the Custodian or such subcustodian in an Approved
Book-Entry System for Commercial Paper which shall not include
any assets of the Custodian or such subcustodian or any other
person other than assets held by the Custodian or such
subcustodian as a fiduciary, custodian, or otherwise for its
customers.
(b) The records of the Custodian with respect to
commercial paper of the Fund which is maintained in an
Approved Book-Entry System for Commercial Paper shall identify
by book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open for
inspection by authorized officers, employees or agents of the
Fund. The Custodian shall be fully and completely responsible
for maintaining a recordkeeping
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<PAGE>
system capable of accurately and currently stating the Fund's
holdings of commercial paper maintained in each such System.
(c) The Custodian shall pay for commercial paper
purchased in book-entry form for the account of the Fund only
upon contemporaneous (i) receipt of notice or advice from the
issuer that such paper has been issued, sold and transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such purchase, payment and
transfer for the account of the Fund. The Custodian shall
transfer such commercial paper which is sold or cancel such
commercial paper which is redeemed for the account of the Fund
only upon contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer or redemption and payment
for the account of the Fund. Copies of all notices, advices
and confirmations of transfers of commercial paper for the
account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be promptly provided to the Fund
at its request. The Custodian shall promptly send to the Fund
confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice of each such
transaction, and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
System for the account of the Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to each System's accounting system, system
of internal accounting controls or procedures for safeguarding
commercial paper deposited in the System; the Custodian shall
promptly send to the Fund any report or other communication
relating to the Custodian's internal accounting controls and
procedures for safeguarding commercial paper deposited in any
Approved Book-Entry System for Commercial Paper; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any
Approved Book-Entry System for Commercial Paper.
(e) The Custodian shall not act under this Paragraph
M in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the Custodian
shall also obtain appropriate assurance from the officers of
the Fund that the Board has annually reviewed the continued
use by the Fund of each Approved Book-Entry System for
Commercial Paper, and the Fund shall promptly notify the
Custodian if the use of an Approved Book-Entry System for
Commercial Paper is to be discontinued; at the request of the
Fund, the Custodian will terminate the use of any such System
as promptly as practicable.
(f) The Custodian (or subcustodian, if the Approved
Book-Entry System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund or in
the event of an electronic system failure which impedes
issuance, transfer or custody of direct issue commercial paper
by book-entry.
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<PAGE>
(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of any
Approved Book-Entry System for Commercial Paper by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or subcustodians or of any of its or their
employees or from any failure of the Custodian or any such
agent or subcustodian to enforce effectively such rights as it
may have against the System, the issuer of the commercial
paper or any other person; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the System, the
issuer of the commercial paper or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for
any such loss or damage.
N. Segregated Account. The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant
to Paragraph L hereof, (i) in accordance with the provisions
of any agreement among the Fund, the Custodian and any
registered broker-dealer (or any futures commission merchant),
relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange
(or of the Commodity Futures Trading Commission or of any
contract market or commodities exchange), or of any similar
organization or organizations, regarding escrow or deposit or
other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or U.S. Government
securities in connection with options purchased, sold or
written by the Fund or futures contracts or options thereon
purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certificate signed
by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.
O. Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of the
Fund held by it and in connection with transfers of
securities.
P. Proxies. The Custodian shall, with respect to the securities
held by it hereunder, cause to be promptly delivered to the
Fund all forms of proxies and all notices of meetings and any
other notices or announcements or other written information
affecting or relating to the securities, and upon receipt of
proper instructions shall execute and deliver or cause its
nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor
its nominee shall vote upon any of the securities or execute
any proxy to vote thereon or give any consent or take any
other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions.
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<PAGE>
Q. Communications Relating to Fund Portfolio Securities. The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call
and maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons
relating to the securities and participation interests being
held for the Fund. With respect to tender or exchange offers,
the Custodian shall deliver promptly to the Fund all written
information received by the Custodian from issuers and other
persons relating to the securities and participation interests
whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer.
R. Exercise of Rights; Tender Offers. In the case of tender
offers, similar offers to purchase or exercise rights
(including, without limitation, pendency of calls and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options and the maturity of futures
contracts) affecting or relating to securities and
participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for
promptly notifying the Fund of all such offers in accordance
with the standard of reasonable care set forth in Section 8
hereof. For all such offers for which the Custodian is
responsible as provided in this Paragraph R, the Fund shall
have responsibility for providing the Custodian with all
necessary instructions in timely fashion. Upon receipt of
proper instructions, the Custodian shall timely deliver to the
issuer or trustee thereof, or to the agent of either,warrants,
puts, calls, rights or similar securities for the purpose of
being exercised or sold upon proper receipt therefor and upon
receipt of assurances satisfactory to the Custodian that the
new securities and cash, if any, acquired by such action are
to be delivered to the Custodian or any subcustodian employed
pursuant to Section 2 hereof. Upon receipt of proper
instructions, the Custodian shall timely deposit securities
upon invitations for tenders of securities upon proper receipt
therefor and upon receipt of assurances satisfactory to the
Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the
contrary, the Custodian shall take all necessary action,
unless otherwise directed to the contrary by proper
instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar
rights of security ownership, and shall thereafter promptly
notify the Fund in writing of such action.
S. Depository Receipts. The Custodian shall, upon receipt of
proper instructions, surrender or cause to be surrendered
foreign securities to the depository used by an issuer of
American Depository Receipts or International Depository
Receipts (hereinafter collectively referred to as "ADRs") for
such securities, against a written receipt therefor adequately
describing such securities and written evidence satisfactory
to the Custodian that the depository has acknowledged receipt
of instructions to issue with respect to such securities ADRs
in the name of a nominee of the Custodian or in the name or
nominee name of any subcustodian employed pursuant to Section
2 hereof, for delivery to the Custodian or such subcustodian
at such place as the Custodian or such subcustodian may from
time to time designate. The Custodian shall, upon receipt of
proper instructions, surrender ADRs to the issuer thereof
against a written receipt therefor adequately
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<PAGE>
describing the ADRs surrendered and written evidence
satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository
to deliver the securities underlying such ADRs to the
Custodian or to a subcustodian employed pursuant to Section 2
hereof.
T. Interest Bearing Call or Time Deposits. The Custodian shall,
upon receipt of proper instructions, place interest bearing
fixed term and call deposits with the banking department of
such banking institution (other than the Custodian) and in
such amounts as the Fund may designate. Deposits may be
denominated in U.S. Dollars or other currencies. The Custodian
shall include in its records with respect to the assets of the
Fund appropriate notation as to the amount and currency of
each such deposit, the accepting banking institution and other
appropriate details and shall retain such forms of advice or
receipt evidencing the deposit, if any, as may be forwarded to
the Custodian by the banking institution. Such deposits shall
be deemed portfolio securities of the applicable Fund for the
purposes of this Agreement, and the Custodian shall be
responsible for the collection of income from such accounts
and the transmission of cash to and from such accounts.
U. Options, Futures Contracts and Foreign Currency Transactions
1. Options. The Custodians shall, upon receipt of
proper instructions and in accordance with the
provisions of any agreement between the Custodian,
any registered broker-dealer and, if necessary, the
Fund, relating to compliance with the rules of the
Options Clearing Corporation or of any registered
national securities exchange or similar organization
or organizations, receive and retain confirmations or
other documents, if any, evidencing the purchase or
writing of an option on a security or securities
index or other financial instrument or index by the
Fund; deposit and maintain in a segregated account
for each Fund separately, either physically or by
book-entry in a Securities System, securities subject
to a covered call option written by the Fund; and
release and/or transfer such securities or other
assets only in accordance with a notice or other
communication evidencing the expiration, termination
or exercise of such covered option furnished by the
Options Clearing Corporation, the securities or
options exchange on which such covered option is
traded or such other organization as may be
responsible for handling such options transactions.
The Custodian and the broker-dealer shall be
responsible for the sufficiency of assets held in
each Fund's segregated account in compliance with
applicable margin maintenance requirements.
2. Futures Contracts. The Custodian shall, upon
receipt of proper instructions, receive and retain
confirmations and other documents, if any, evidencing
the purchase or sale of a futures contract or an
option on a futures contract by the Fund; deposit and
maintain in a segregated account, for the benefit of
any futures commission merchant, assets designated by
the Fund as initial, maintenance or variation
"margin" deposits (including mark-to-market payments)
intended to secure the Fund's performance of its
obligations under any futures contracts purchased or
sold or any options on futures contracts written by
Fund, in accordance with the provisions of any
agreement or agreements among
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<PAGE>
the Fund, the Custodian and such futures commission
merchant, designed to comply with the rules of the
Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or
payments; and release and/or transfer assets in such
margin accounts only in accordance with any such
agreements or rules. The Custodian and the futures
commission merchant shall be responsible for the
sufficiency of assets held in the segregated account
in compliance with the applicable margin maintenance
and mark-to-market payment requirements.
3. Foreign Exchange Transactions.The Custodian shall,
pursuant to proper instructions, enter into or cause
a subcustodian to enter into foreign exchange
contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts and options shall be deemed to be
portfolio securities of the Fund; and accordingly,
the responsibility of the Custodian therefor shall be
the same as and no greater than the Custodian's
responsibility in respect of other portfolio
securities of the Fund. The Custodian shall be
responsible for the transmittal to and receipt of
cash from the currency broker or banking or financial
institution with which the contract or option is
made, the maintenance of proper records with respect
to the transaction and the maintenance of any
segregated account required in connection with the
transaction. The Custodian shall have no duty with
respect to the selection of the currency brokers or
banking or financial institutions with which the Fund
deals or for their failure to comply with the terms
of any contract or option. Without limiting the
foregoing, it is agreed that upon receipt of proper
instructions and insofar as funds are made available
to the Custodian for the purpose, the Custodian may
(if determined necessary by the Custodian to
consummate a particular transaction on behalf and for
the account of the Fund) make free outgoing payments
of cash in the form of U.S. dollars or foreign
currency before receiving confirmation of a foreign
exchange contract or confirmation that the
countervalue currency completing the foreign exchange
contact has been delivered or received. The Custodian
shall not be responsible for any costs and interest
charges which may be incurred by the Fund or the
Custodian as a result of the failure or delay of
third parties to deliver foreign exchange; provided
that the Custodian shall nevertheless be held to the
standard of care set forth in, and shall be liable to
the Fund in accordance with, the provisions of
Section 8.
V. Actions Permitted Without Express Authority.
The Custodian may
in its discretion, without express authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Agreement, provided, that all such
payments shall be accounted for by the
Custodian to the Treasurer of the Fund;
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<PAGE>
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Fund, checks, drafts and other negotiable
instruments; and
4) in general, attend to all nondiscretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of the Fund except as otherwise
directed by the Fund.
4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
The Bank shall as Agent (or as Custodian, as the case may be) keep such
books of account (including records showing the adjusted tax costs of the Fund's
portfolio securities) and render as at the close of business on each day a
detailed statement of the amounts received or paid out and of securities
received or delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any executive officer of
the Fund; and shall compute and determine, as of the close of business of the
New York Stock Exchange, or at such other time or times as the Board may
determine, the net asset value of a Share in the Fund, such computation and
determination to be made in accordance with the governing documents of the Fund
and the votes and instructions of the Board at the time in force and applicable,
and promptly notify the Fund and its investment adviser and such other persons
as the Fund may request of the result of such computation and determination. In
computing the net asset value the Custodian may rely upon security quotations
received by telephone or otherwise from sources or pricing services designated
by the Fund by proper instructions, and may further rely upon information
furnished to it by any authorized officer of the Fund relative (a) to
liabilities of the Fund not appearing on its books of account, (b) to the
existence, status and proper treatment of any reserve or reserves, (c) to any
procedures established by the Board regarding the valuation of portfolio
securities, and (d) to the value to be assigned to any bond, note, debenture,
Treasury bill, repurchase agreement, subscription right, security, participation
interests or other asset or property for which market quotations are not readily
available.
5. Records and Miscellaneous Duties
The Bank shall create, maintain and preserve all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All books of account and
records maintained by the Bank in connection with the performance of its duties
under this Agreement shall be the property of the Fund, shall at all times
during the regular business hours of the Bank be open for inspection by
authorized officers, employees or agents of the Fund, and in the event of
termination of this Agreement shall be delivered to the Fund or to such other
person or persons as shall be designated by the Fund. Disposition of any account
or record after any required period of preservation shall be only in accordance
with specific instructions received from the Fund. The Bank shall assist
generally in the preparation of reports to shareholders, to the Securities and
Exchange Commission, including Forms N-SAR and N-1Q, to state "blue
sky"authorities and to others, audits of accounts, and other ministerial matters
of like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with
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<PAGE>
appropriate information as to securities in transit or in the process of
purchase or sale and with such other information as said auditors may from time
to time request. The Custodian shall also maintain records of all receipts,
deliveries and locations of such securities, together with a current inventory
thereof, and shall conduct periodic verifications (including sampling counts at
the Custodian) of certificates representing bonds and other securities for which
it is responsible under this Agreement in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. The Bank shall not disclose or use any books or records it has
prepared or maintained by reason of this Agreement in any manner except as
expressly authorized herein or directed by the Fund, and the Bank shall keep
confidential any information obtained by reason of this Agreement.
6. Opinion of Fund's Independent Public Accountants
The Custodian shall take all reasonable action, as the Fund may from
time to time request, to enable the Fund to obtain from year to year favorable
opinions from the Fund's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Fund's
registration statement and Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.
7. Compensation and Expenses of Bank
The Bank shall be entitled to reasonable compensation for its services
as Custodian and Agent, as agreed upon from time to time between the Fund and
the Bank. The Bank shall be entitled to receive from the Fund on demand
reimbursement for its cash disbursements, expenses and charges, including
counsel fees, in connection with its duties as Custodian and Agent hereunder,
but excluding salaries and usual overhead expenses.
8. Responsibility of Bank
So long as and to the extent that it is in the exercise of reasonable
care, the Bank as Custodian and Agent shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed by the proper party or parties.
The Bank as Custodian and Agent shall be entitled to rely on and may
act upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
The Bank as Custodian and Agent shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement but shall be
liable only for its own negligent or bad faith acts or failures to act.
Notwithstanding the foregoing, nothing contained in this paragraph is intended
to nor shall it be construed to modify the standards of care and responsibility
set forth in Section 2 hereof with respect to subcustodians and in subparagraph
f of Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
subcustodians generally in Section 2 hereof, provided that, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank, the Custodian shall
not be liable for any loss, damage, cost,
-19-
<PAGE>
expense, liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or cash of the
Fund in a foreign county including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, acts of war, civil war or
terrorism, insurrection, revolution, military or usurped powers, nuclear
fission, fusion or radiation, earthquake, storm or other disturbance of nature
or acts of God.
If the Fund requires the Bank in any capacity to take any action with
respect to securities, which action involves the payment of money or which
action may, in the opinion of the Bank, result in the Bank or its nominee
assigned to the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
9. Persons Having Access to Assets of the Fund
(i) No trustee, director, general partner, officer, employee or agent
of the Fund shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such person. No
officer or director, employee or agent of the Custodian who holds any similar
position with the Fund or the investment adviser of the Fund shall have access
to the assets of the Fund.
(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees, representatives or agents of
the Custodian or other persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to the Fund's independent
public accountants in connection with their auditing duties performed on behalf
of the Fund.
(iii) Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Fund or of the investment adviser of the Fund from giving
instructions to the Custodian or executing a certificate so long as it does not
result in delivery of or access to assets of the Fund prohibited by paragraph
(i) of this Section 9.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided, that
the Fund may at any time by action of its Board, (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by the Federal
Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth
of Massachusetts or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Upon
termination of the Agreement, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares of the Fund
vote to have the securities, funds and other properties held hereunder delivered
and paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
-20-
<PAGE>
as shown by its last published report, and meeting such other qualifications for
custodians set forth in the Investment Company Act of 1940, the Board shall,
forthwith, upon giving or receiving notice of termination of this Agreement,
appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been adopted by
the shareholders and that no written order designating a successor custodian
shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative thereto.
Thereafter such bank or trust company shall be the successor of the Custodian
under this Agreement.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
12. Notices
Notices and other writings delivered or mailed postage prepaid to the
Fund addressed to 24 Federal Street, Boston, Massachusetts 02110, or to such
other address as the Fund may have designated to the Bank, in writing, or to
Investors Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110,
shall be deemed to have been properly delivered or given hereunder to the
respective addressees.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
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<PAGE>
14. Adoption of the Agreement by the Fund
The Fund represents that its Board has approved this Agreement and has
duly authorized the Fund to adopt this Agreement, such adoption to be evidenced
by a letter agreement between the Fund and the Bank reflecting such adoption,
which letter agreement shall be dated and signed by a duly authorized officer of
the Fund and duly authorized officer of the Bank. This Agreement shall be deemed
to be duly executed and delivered by each of the parties in its name and behalf
by its duly authorized officer as of the date of such letter agreement, and this
Agreement shall be deemed to supersede and terminate, as of the date of such
letter agreement, all prior agreements between the Fund and the Bank relating to
the custody of the Fund's assets.
* * * * *
-22-
December 19, 1990
The Wright Managed Bond Trust hereby adopts and agrees to become a party to the
attached Master Custodian Agreement between the Wright Managed Investment Funds
and Investors Bank & Trust Company.
THE WRIGHT MANAGED BOND TRUST
BY/s/ Peter M. Donovan
-------------------------
President
Accepted and agreed to:
INVESTORS BANK & TRUST COMPANY
BY: /s/ Henry M. Joyce
- ------------------------
Title: Vice President
Exhibit 99.(8)(b)
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
BETWEEN
WRIGHT MANAGED INVESTMENT FUNDS
AND
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of September 20, 1995, is made to the MASTER
CUSTODIAN AGREEMENT (the "Agreement") between each investment company advised by
Wright Investors' Service which has adopted the Agreement (the "Funds") and
Investors Bank & Trust Company (the "Custodian") pursuant to Section 10 of the
Agreement.
The Funds and the Custodian agree that Section 10 of the Agreement shall,
as of September 20, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the Agreement
and used herein are so used as so defined.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated by either party after August 31, 2000
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such delivery or mailing; provided, that the Fund may at any time by
action of its Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian in the event the
Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to
the Custodian such compensation as may be due as of the date of such termination
(and shall likewise reimburse the Custodian for its costs, expenses and
disbursements).
This Agreement may be amended at any time by the written agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines that the performance of the Custodian has been unsatisfactory or
adverse to the interests of shareholders of any Fund or Funds or that the terms
of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.
<PAGE>
The Board of the Fund shall, forthwith, upon giving or receiving notice of
termination of this Agreement, appoint as successor custodian, a bank or trust
company having the qualifications required by the Investment Company Act of 1940
and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall,
upon termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no written order designating a
successor custodian shall have been delivered to the Bank on or before the date
when such termination shall become effective, then the Bank shall not deliver
the securities, funds and other properties of the Fund to the Fund but shall
have the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection meeting the above required qualifications,
all funds, securities and properties of the Fund held by or deposited with the
Bank, and all books of account and records kept by the Bank pursuant to this
Agreement, and all documents held by the Bank relative thereto. Thereafter such
bank or trust company shall be the successor of the Custodian under this
Agreement.
Except as expressly provided herein, the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
THE WRIGHT EQUIFUND EQUITY TRUST
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
By:/s/ James L. O'Connor
---------------------
Treasurer
INVESTORS BANK & TRUST COMPANY
By:/s/ Michael F. Rogers
----------------------
TBC Shareholder Services, Inc. (Mass.)
June 9, 1989
Board of Trustees
The Wright Managed Bond Trust
24 Federal Street
Boston, MA 02110
Gentlemen:
Reference is made to the Transfer Agency Agreement entered into between
The Wright Managed Bond Trust and Boston Safe Deposit and Trust Company ("Boston
Safe") on June 7, 1989, and to consent of The Wright Managed Bond Trust to
Boston Safe's assignment of said agreement to TBC Shareholder Services, Inc.,
which was signed by a duly authorized officer of The Wright Managed Bond Trust
on June 7, 1989.
The undersigned, a duly authorized officer of TBC Shareholder Services,
Inc., herein acknowledged to the Board of Trustees for The Wright Managed Bond
Trust that TBC Shareholder Services, Inc. has assented to the assignment of the
Transfer Agency Agreement to TBC Shareholder Services, Inc., and represents that
TBC Shareholder Services, Inc. fully intends to comply with the terms of said
agreement in providing transfer agency services to The Wright Managed Bond
Trust.
TBC SHAREHOLDER SERVICES, INC.
By:/s/ Robert F. Radin
---------------------
Robert F. Radin
Senior Vice President
<PAGE>
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of June 7, 1989, between The Wright Managed Bond
Trust (the "Trust"), having its principal office and place of business at 24
Federal Street, Boston, Massachusetts 02110 and BOSTON SAFE DEPOSIT AND TRUST
COMPANY (the "Transfer Agent"), a Massachusetts trust company with principal
offices at One Boston Place, Boston, Massachusetts 02108.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Authorized Person" shall be deemed to include the President, any
Vice President, the Secretary and Treasurer of the Trust, the persons listed in
Appendix A hereto, and any other person, whether or not such person is an
Officer or employee of the Trust, duly authorized to give Oral Instructions or
Written Instructions on behalf of the Trust as indicated in a certificate
furnished to the Transfer Agent pursuant to Section 5(d) or 5(e) hereof as may
be received by the Transfer Agent from time to time;
(b) "Commission" shall have the meaning given it in the 1940 Act;
(c) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Trust may from time to time deposit, or
cause to be deposited or held under the name or account of such custodian
(pursuant to the Custodian Agreement between the Trust and Investors Bank &
Trust Company);
(d) "Declaration of Trust" shall mean the Declaration of Trust of
the Trust as the same may be amended from time to time;
(e) "Officer" shall mean the President, any Vice President,
Secretary and Treasurer;
(f) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(g) "Portfolio" refers to the Wright Government Obligations Fund,
Wright Near Term Bond Fund, Wright Insured Tax Free Bond Fund, Wright Tax Free
Income Fund and Wright Current Income Fund or any such other separate and
distinct Portfolio as may from time to time be established and designated by the
Trust in accordance with the provisions of the Declaration of Trust;
(h) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;
(i) "Shares" refers to the Shares of beneficial interest of each
Portfolio of the Trust;
(j) "Shareholder" means a record owner of Shares;
<PAGE>
(k) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(l) "Written Instructions" shall mean written communication
signed by an Authorized Person and actually received by the Transfer Agent; and
(m) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations promulgated thereunder, all as amended from time to time.
2. Appointment of the Transfer Agent. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Trust, and the Transfer agent accepts such
appointment and agrees to perform the duties hereinafter set forth. If the Board
of Directors, pursuant to the Declaration of Trust, hereafter establishes and
designates a new Portfolio, the Transfer Agent agrees that it will act as
transfer agent and shareholder servicing agent for such new Portfolio in
accordance with the terms set forth herein. The Trustees shall cause a written
notice to be sent to the Transfer Agent to the effect that it has established a
new Portfolio and that it appoints the Transfer Agent as transfer agent and
shareholder servicing agent for the new Portfolio. Such written notice must be
received by the Transfer Agent in a reasonable period of time prior to the
commencement of operations of the new Portfolio to allow the Transfer Agent in
the ordinary course of its business, to prepare to perform its duties for such
new Portfolio.
3. Compensation
(a) The Trust will compensate the Transfer Agent for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated
herein. Schedule A does not include out-of-pocket disbursements of the Transfer
Agent for which the Transfer Agent shall be entitled to bill the Trust
separately.
The Transfer Agent will bill the Trust as soon as practicable
after the end of each calendar month, and said billings will be detailed in
accordance with the Schedule A. The Trust will promptly pay to the Transfer
Agent the amount of such billing.
Out-of-pocket disbursements shall mean the items specified in
the written schedule of out-of-pocket charges annexed hereto as Schedule B and
incorporated herein. Reimbursement by the Trust for such out-of-pocket
disbursements incurred by the Transfer Agent in any month shall be made as soon
as practicable after the receipt of an itemized bill from the Transfer Agent.
Reimbursement by the Trust for expenses other than those specified in Schedule B
shall be upon mutual agreement of the parties as provided in Schedule B.
(b) The parties hereto will agree upon the compensation for
acting as transfer agent for any Portfolio hereafter established and designated
at or before the time that the Transfer Agent commences serving as such for said
Portfolio, and such agreement shall be reflected in a written schedule of fees
for that Portfolio, dated and signed by an Officer of each party hereto, which
shall be attached to Schedule A of this Agreement and incorporated herein.
(c) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Officer of each party hereto.
<PAGE>
4. Documents. In connection with the appointment of the Transfer Agent,
the Trust shall upon request, on or before the date this Agreement goes into
effect, but in any case within a reasonable period of time for the Transfer
Agent to prepare to perform its duties hereunder, furnish the Transfer agent
with the following documents.
(a) certified copy of the Declaration of Trust, as amended;
(b) A certified copy of the By-laws of the Trust, as amended;
(c) A copy of the resolution of the Trustees authorizing the
execution and delivery of this Agreement;
(d) If applicable, a specimen of the certificate for Shares of
each Portfolio of the Trust in the form approved by the Trustees, with a
certificate of the Secretary of the Trust as to such approval;
(e) All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered by the
Trust;
(f) A signature card bearing the signatures of any Officer of
the Trust or other Authorized Person who will sign Written Instructions.
5. Further Documentation. The Trust will also furnish from time to time
the following documents:
(a) Each resolution of the Trustees authorizing the
establishment and designation of any new Portfolio;
(b) Certified copies of each vote of the Trustees designating
Authorized Persons;
(c) The current Prospectus and Statement of Additional
Information of the Trust.
(d) Certificates as to any change in any Officer or Trustee
of the Trust.
6. Representations of the Trust. The Trust represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable by the Trust. When Shares are hereafter issued in accordance with
the terms of the Trust's of Declaration of Trust and its Prospectus, such Shares
shall be validly issued, fully paid and non-assessable by the Trust.
In the event that the Trustees shall declare a distribution
payable in Shares, the Trust shall deliver to the Transfer Agent written notice
of such declaration signed on behalf of the Trust by an Officer thereof, upon
which the Transfer Agent shall be entitled to rely for all purposes, certifying
(i) the number of Shares involved and (ii) that all appropriate action has been
taken.
7. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and/or performing transfer agent functions; for
acting as service agent in connection with dividend and distribution functions;
and for performing shareholder account and administrative agent functions in
connection with the issuance, transfer and redemption or repurchase (including
coordination with the
<PAGE>
Custodian) of Shares. The operating standards and procedures to be followed
shall be determined from time to time by agreement between the Transfer Agent
and the Trust and shall be expressed in a written schedule of duties of the
Transfer Agent annexed hereto as Schedule C and incorporated herein.
8. Recordkeeping and Other Information. The Transfer Agent shall create
and maintain all necessary records in accordance with all applicable laws, rules
and regulations, including but not limited to records required by Section 31 (a)
of the 1940 Act, as amended, and the Rules thereunder, as the same may be
amended from time to time, and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule C and Exhibit 1 to
Schedule C attached hereto. All records and other data established and
maintained by the Transfer Agent pursuant to this Agreement shall be the
property of the Trust, shall be available for inspection and use by the Trust
and shall be surrendered promptly upon request. Where applicable, such records
shall be maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act, as the same may be amended from time
to time. Disposition of such records after such prescribed periods shall be as
mutually agreed upon from time to time by the Trust and the Transfer Agent.
9. Audit, Inspection and Visitation. The Transfer Agent shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Trust, or any person retained by the Trust. Upon reasonable notice by the Trust,
the Transfer Agent shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visitation by the Trust, or any person retained by the
Trust, to inspect its operating capabilities or for any other reason.
10. Confidentiality of Records. The Transfer Agent agrees to treat all
records and other information relative to the Trust and its prior, present or
potential Shareholders in confidence except that, after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Transfer Agent may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.
11. Reliance by the Transfer Agent; Instructions
(a) The Transfer Agent will be protected in acting upon
Written or Oral Instructions which it may reasonably have believed to have been
executed or orally communicated by an Authorized Person and will not be held to
have any notice of any change of authority or any person until receipt of a
Written Instruction thereof from the Trust. The Transfer Agent will also be
protected in processing Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the Officers of the Trust and the
proper countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions and may, after obtaining prior oral
or written approval by an Authorized Person, seek advice from legal counsel for
the Trust, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of counsel for the Trust or for
the Transfer Agent. Written Instructions requested by the Transfer Agent will be
provided by the Trust within a reasonable period of time. In addition, the
Transfer Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any
<PAGE>
person representing or acting on behalf of the Trust only if said representative
is known by the Transfer Agent, or its officers, agents or employees, to be an
Authorized Person. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the legality of
any act done by it upon the request or direction of an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received therefor; (ii) the
propriety of the amount per share to be paid on any redemption; (iii) the
legality of the declaration of any dividend by the Trustees, or the legality of
the issuance of any Shares in payment of any dividend; or (iv) the legality of
any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by reason or circumstances beyond its control,
including acts of civil or military authority, national emergencies, fire,
mechanical breakdown beyond its control, flood, acts of God, insurrection, war,
riots, and loss of communication or power supply.
13. Duty of Care and Indemnification. The Trust will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the bad faith or negligence of the Transfer Agent, and arising out of, or in
connection with, its duties on behalf of the Trust hereunder. In addition, the
Trust will indemnify the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand action or suit as a
result of: (i) any action taken in accordance with Written or Oral Instructions,
or any other instructions, or share certificates reasonably believed by the
Transfer Agent to be genuine and to be signed, countersigned or executed, or
orally communicated by an Authorized Person; (ii) any action taken in accordance
with written or oral advice reasonably believed by the Transfer Agent to have
been given by counsel for the Trust or its own counsel; or (iii) any action
taken as a result of any error or omission in any record which the Transfer
Agent had no reason to believe was inaccurate (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies) and was
delivered, or caused to be delivered, by the Trust to the Transfer Agent in
connection with this Agreement.
In any case in which the Trust may be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent shall notify the
Trust promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Trust. The Trust shall have the
option to defend the Transfer Agent against any claim which may be the subject
of this indemnification and, in the event that the Trust so elects, such defense
shall be conducted by counsel chosen by the Trust, and thereupon the Trust shall
take over complete defense of the claim and the Transfer Agent shall sustain no
further legal or other expenses in such situation for which it seeks
indemnification under this Section 13. The Transfer Agent will not confess any
claim or make any compromise in any case in which the Trust will be asked to
provide indemnification, except with the Trust's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
<PAGE>
14. Terms and Termination. This Agreement shall become effective on the
date first set forth above (the "Effective date") and shall continue in effect
from year to year thereafter as the parties may mutually agree; provided,
however, that either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall not be less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a resolution
of the Board of Trustees, certified by a Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents. Upon
such termination the Transfer Agent will deliver to such successor a certified
list of shareholders of the Trust (with names, addresses and taxpayer
identification or Social Security numbers and such other federal tax information
as the Transfer Agent may be required to maintain), an historical record of the
account of each shareholder and the status thereof, and all other relevant
books, records, correspondence, and other data established or maintained by the
Transfer Agent under this Agreement in the form reasonably acceptable to the
Trust, and will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or successors.
If this Agreement is terminated, the Transfer Agent shall deliver all
records and data established or maintained under this Agreement without
compensation or other fees except that the Transfer Agent shall be entitled to
incidental out-of-pocket expenses as limited by and provided for in Schedule B
to this Agreement incurred in the delivery of such records and data.
15.Amendment. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties.
16. Subcontracting. The Trust agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Agent shall not relieve the Transfer Agent of its responsibilities hereunder and
provided that the Transfer Agent has given 30 days prior written notice to an
Authorized Person.
17. Use of Transfer Agent's Name. The Transfer Agent shall approve all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by the Commission or a state
securities commission.
18. Use of the Trust's Name. The Transfer Agent shall not use the name
of the Trust or material relating to the Trust on any documents or forms for
other than internal use in a manner not approved prior thereto in writing;
provided, that the Trust shall approve all reasonable uses of its name which
merely refer in accurate terms to the appointment of the Transfer Agent or which
are required by the Commission or a state securities commission.
19. Security. The Transfer Agent represents and warrants that, to best
of its knowledge, the various procedures and systems which the Transfer Agent
has implemented or will implement with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause (including provision for
24 hours-a-day restricted access) of the Trust's records and other data and the
Transfer Agent's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgement are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
<PAGE>
20. Insurance. The Transfer Agent shall notify the Trust should any of
its insurance coverage as set forth in Schedule D attached hereto be changed for
any reason. Such notification shall include the date of change and reason or
reasons therefor. The Transfer Agent shall notify the Trust of any claims
against it whether or not they may be covered by insurance and shall notify the
Trust from time to time as may be appropriate, and at least within 30 days
following the end of each fiscal year of the Transfer Agent, of the total
outstanding claims made by the Transfer Agent under its insurance coverage.
21. Miscellaneous
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or the Transfer Agent, shall
be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
The Wright Managed Bond Trust
24 Federal Street
Boston, Massachusetts 02110
Attention: H. Day Brigham, Jr., Esq.
To the Transfer Agent:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
Attn: Susan Mann
(b) This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall be assignable without the written consent of
the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) The captions of this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
<PAGE>
22. Liability of Directors, Officers and Shareholders. The execution
and delivery of this Agreement have been authorized by the Trustees of the Trust
and signed by an authorized Officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
Officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not are not binding upon any of the Trustees or shareholders of
the Trust, but bind only the trust property of the Trust as provided in the
Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.
The Wright Managed Bond Trust
Attest: /s/ Paul D. Wallace, Jr. By: /s/ James L. O'Connor
------------------------ ---------------------
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
Attest: By: /s/ Susan Mann
------------------------- ----------------
<PAGE>
Appendix A
AUTHORIZED PERSONS
Benjamin A. Rowland, Jr.
Richard E. Houghton
Daniel A. MacLellan
Robert A. Chisholm
<PAGE>
Schedule A
SCHEDULE OF FEES
Transfer Agent fees are paid monthly based upon a monthly fee of $625 per
Portfolio.
<PAGE>
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o Postage and mailing
o forms
o outgoing wire charges
o telephone
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o if applicable, terminals, transmitting lines and any
expenses incurred in connection with such terminals
and lines
The Trust agrees that an estimate of the postage and mailing expenses
of the Transfer Agent will be paid on the day of or prior to a mailing if
requested reasonably in advance by the Transfer Agent. In addition, the Trust
will reimburse the Transfer Agent for any other expenses incurred by the
Transfer Agent as to which the Trust and the Transfer Agent mutually agree are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
<PAGE>
Schedule C
DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services)
1. Shareholder Information. The Transfer Agent shall maintain a record
of the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such Shares are held in certificated or uncertificated form.
2. Shareholder Services. The Transfer Agent will investigate all
Shareholder inquiries relating to Shareholder accounts and will answer all
correspondence from Shareholders and others relating to its duties hereunder
between the Transfer Agent and the Trust. The Transfer Agent shall keep records
of Shareholder correspondence and replies thereto, and of the lapse of time
between the receipt of such correspondence and the mailing of such replies.
3. State Registration Reports. The Transfer Agent shall furnish the
Trust, on a state-by-state basis, sales reports, such periodic and special
reports as the Trust may reasonably request, and such other information,
including Shareholder lists and statistical information concerning accounts, as
may be agreed upon from time to time between the Trust and the Transfer Agent.
4. Share Certificates
(a) At the expenses of the Trust, the Transfer Agent shall
maintain an adequate supply of blank Share certificates for each Portfolio to
meet the Transfer Agent's requirements therefor. Such Share certificates shall
be properly signed by facsimile. The Trust agrees that, notwithstanding the
death, resignation, or removal of any Officer of the Trust whose signature
appears on such certificates, the Transfer Agent may continue to countersign
certificates which bear such signatures until otherwise directed by the Trust.
(b) The Transfer Agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed
without any further action by the Board of Trustees or any Officer of the Trust,
upon receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under the bond.
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to Shares held in open accounts or uncertificated forms,
i.e., no certificate being issued with respect thereto, the Transfer Agent shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. The Transfer Agent shall
further maintain separately for the Trust a stop transfer record on lost and/or
replaced certificates.
5. Mailing Communications to Shareholders; Proxy Materials. The Transfer
Agent will address and mail to Shareholders of the Trust all reports to
Shareholders, dividend and distribution notices and proxy material for the
Trust's meetings of Shareholders, and such other communications as the Trust may
authorize. In connection with meetings of Shareholders, the Transfer Agent will
prepare Shareholder
<PAGE>
lists, mail and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.
6. Sales of Shares
(a) Processing of Investment Checks or Other Investments. Upon
receipt of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of, the Trust, or drawn or endorsed to
the Distributor of the Trust's Shares for the purchase of Shares, the Transfer
Agent shall stamp the check with the date of receipt, shall forthwith process
the same for collection and shall record the number of Shares sold, the trade
date and price per Share, and the amount of money to be delivered to the
Custodian of the Trust for the sale of such Shares.
Upon receipt of an order to purchase shares from a broker or
dealer pursuant to procedures approved by the Trust, the Transfer Agent shall
record the number of Shares sold for the account of such broker or dealer, the
trade date and price per share, the amount of money to be delivered to the
Custodian of the Trust for the sale of such Shares, and shall confirm such order
and amount to the broker or dealer promptly in accordance with good industry
practice.
(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the first paragraph of
section (a) above, the Transfer Agent shall issue to and hold in the account of
the purchaser/Shareholder, or if no account is specified therein, in a new
account established in the name of the purchaser, the number of Shares such
purchaser is entitled to receive, as determined in accordance with applicable
Federal law or regulation.
(c) Confirmation. The Transfer Agent shall send to the
purchaser/Shareholder a confirmation of each purchase which will show the new
Share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form as the Trust and the Transfer Agent may
agree from time to time.
(d) Suspension of Sales of Shares. The Transfer Agent shall
not be required to issue any Shares of the Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust has been suspended or
discontinued, and the Transfer Agent shall be entitled to rely upon such Written
Instructions or written notification.
(e) Taxes in Connection with Issuance of Shares. Upon the
issuance of any Shares in accordance with the foregoing provisions of this
Section, the Transfer Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any reason, the Transfer
Agent will: (i) give prompt notice of such return to the Trust or its designee;
(ii) place a stop transfer order against all Shares issued as a result of such
check or order; and (iii) take such actions as the Transfer Agent may from time
to time deem appropriate.
<PAGE>
7. Redemptions
(a) Requirements for transfer or Redemption of Shares. The
Transfer Agent shall process all requests from Shareholders to transfer or
redeem Shares in accordance with the procedures set forth in the Trust's
Prospectus, or as authorized by the Trust pursuant to Written Instructions,
including, but not limited to, all requests from Shareholders to redeem Shares
of each Portfolio, all determinations of the number of Shares required to be
redeemed to fund designated monthly payments and automatic payments or any such
distribution or withdrawal plan.
The Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the instructions to do so are valid and
genuine, in accordance with procedures set forth in the Trust's Prospectus. The
Transfer Agent shall incur no liability for the refusal, in good faith, to make
transfer or redemptions which the Transfer Agent, in its good judgment deems
improper or unauthorized based upon such procedures, or until it is reasonably
satisfied that there is no basis for any claim adverse to such transfer or
redemption.
The Transfer Agent may in effecting transactions, rely upon
the provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the provisions of Article 8 of the Uniform Commercial Code, as the
same may be amended from time to time in the Commonwealth of Massachusetts,
which in the opinion of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer or
redemption of Shares. The Trust may authorize the Transfer Agent to waive the
signature guarantee in certain cases by Written Instructions.
For the purpose of the redemption of Shares of each Portfolio
which have been purchased within 15 days of a redemption request, the Trust
shall provide the Transfer Agent with written Instructions (see Exhibit
2 hereto) concerning the time within which such requests may be honored.
(b) Notice to Custodian. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian a notification setting forth the applicable
Portfolio and the number of Shares to be redeemed. Such redemptions shall be
reflected on appropriate accounts maintained by the Transfer Agent reflecting
outstanding Shares of the Trust and Shares attributed to individual accounts
and, if applicable, any individual withdrawal or distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall,
upon receipt of the money paid to it by the Custodian for the redemption of
Shares, pay to the Shareholder, or his authorized agent or legal representative,
such moneys as are received from the Custodian, all in accordance with the
redemption procedures described in the Trust's Prospectus; provided, however,
that the Transfer Agent shall pay the proceeds of any redemption of Shares
purchased within a period of time agreed upon in writing by the Transfer Agent
and the Trust only in accordance with procedures agreed to in writing by the
Transfer Agent and the Trust for determining that good funds have been collected
for the purchase of such Shares, such written procedures being attached to this
Schedule as Exhibit 2. The Trust shall indemnify the Transfer Agent for any
payment of redemption proceeds or refusal or make such payment if the payment or
refusal to pay is in accordance with said written procedures.
<PAGE>
The Transfer Agent shall not process or effect any redemptions
pursuant to a plan of distribution or redemption or in accordance with any other
Shareholder request upon the receipt by the Transfer Agent of notification of
the suspension of the determination of the Trust's net asset value.
(d) The Transfer Agent shall send to the Shareholder a
confirmation of each redemption showing the amount (and price) of shares
redeemed, the new Share balance, and such other information as the Trust may
request from time to time.
8. Dividends
(a) Notice to Transfer Agent and Custodian. Upon the
declaration of each dividend and each capital gains distribution by the Board of
Trustees of the Trust with respect to Shares of a Portfolio, the Trust shall
furnish to the Transfer Agent Written Instructions setting forth, with respect
to Shares of such Portfolio the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof, the record date
as of which Shareholders entitled to payment shall be determined, the amount
payable per Share to the Shareholders of record as of that date, the total
amount payable to the Transfer Agent on the payment date and whether such
dividend or distribution is to be paid in Shares of such class at net asset
value.
On or before the payment date specified in such resolution of
the Board of Trustees, the Trust will cause the Custodian of the Trust to pay to
the Transfer Agent sufficient cash to make payment to the Shareholders of record
as of such payment date.
(b) Payment of Dividends by the Transfer Agent. The Transfer
Agent will, on the designated payment date, automatically reinvest all dividends
in additional Shares at net asset value (determined on the record date of such
dividend with respect to Shareholders who have elected such reinvestment), and
promptly mail to each Shareholder at his address of record, or such other
address as the Shareholder may have designated, a statement showing the number
of full and fractional Shares (rounded to three decimal places) then currently
owned by the Shareholder and the net asset value of the Shares so credited to
the Shareholder's account. All other dividends shall be paid in cash, or by
check, to Shareholders or their designees, for shareholders who have so elected.
(c) Insufficient Funds for Payments. If the Transfer Agent
does not receive sufficient cash from the Custodian to make total dividend
and/or distribution payments to all Shareholders of a Portfolio of the Trust as
of the record date, the Transfer Agent will, upon notifying the Trust, withhold
payment to all Shareholders of record as of the record date until such
sufficient cash is provided to the Transfer Agent.
(d) Information Returns. It is understood that the Transfer
Agent shall file in a timely manner such appropriate information returns
concerning the payment of dividends, return of capital, capital gains
distributions and special information returns for retirement plan accounts with
the proper Federal, state, local and other authorities as are required by law to
be filed and shall be responsible for the withholding of taxes, if any, due on
such dividends or distributions to Shareholders when required to withhold taxes
under applicable law. The Transfer Agent shall also mail copies of such
information returns to the appropriate Shareholders.
<PAGE>
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
Maintain daily on disk, tape or other magnetic media the following
information with respect to each shareholder account as received:
o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e, male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax identification number, any
TEFRA and backup withholding)
o Other special coding for retirement plan accounts
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of
Shares and other management policy questions will be referred
to the Trust).
o Furnish a Statement of Additional Information to any
Shareholder who requests (in writing or by telephone) such
statement from the Transfer Agent.
o Examine and process Share purchase applications in accordance
with the Prospectus.
o Furnish Forms W-9 to all shareholders whose initial
subscriptions for Shares did not include certified taxpayer
identification numbers.
o Process additional payments into established Shareholder
accounts in accordance with the Prospectus.
o Upon receipt of proper instructions and all required
documentation, process requests for redemption of Shares.
o In accordance with procedures outlined in the Trust's
Prospectus, process and effect telephone exchanges among funds
with similar distribution plans.
o Maintain records of Letter of Intent escrow shares.
<PAGE>
o Maintain records necessary to properly invoke the contingent
deferred sales charge.
o Identify redemption requests made with respect to accounts in
which Shares have been purchased within an agreed-upon period
of time for determining whether good funds have been collected
with respect to such purchase and process as agreed by the
Transfer Agent and the Trust in accordance with written
procedures set forth in the Trust's Prospectus.
o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Maintain and execute share purchases with respect to Rights
of Accumulation.
C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING
The Transfer Agent shall provide the Custodian on or before 9:30 A.M.
each day reports summarizing the previous day's transaction activity,
subtotaled by transaction type and trade date, and showing the balance
of the Trust's shares outstanding and other pertinent information.
These reports shall indicate all cash amounts to be paid or received by
the Trust for such purposes as settling sales and redemption of Trust
Shares or making distributions to Shareholders. Providing that the
Transfer Agent has reported the daily settlement amounts in a timely
manner with appropriate back-up documentation, the Trust will cause to
be wired monies due the Transfer Agent by the Trust on or before the
close of business that day. All monies due the Trust from the Transfer
agent shall be wired by the Transfer Agent on or before 2:00 P.M.
D. REPORTS PROVIDED TO THE TRUST AND/OR THE CUSTODIAN
Furnish the following reports to the Fund:
o Daily financial totals
o Monthly form N-SAR information (sales/redemptions)
o Monthly report of outstanding Shares
o Monthly analysis of accounts by beneficial owner code
o Monthly analysis of accounts by share range
o Bi-monthly analysis of sales by state; provide a "warning
system" that informs the Fund when sales of Shares in certain
states are within a specified percentage of the Shares
registered in the state.
<PAGE>
E. DIVIDEND AND REDEMPTION ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Trust.
o Compute; prepare and mail all necessary reports to
Shareholders, federal and/or state authorities as requested by
the Trust.
o On the payable date of a distribution to shareholders, the
Transfer Agent shall deliver to the Custodian a complete
dividend reconciliation, including the record date shares,
total amount distributed, amount reinvested and cash due the
Transfer Agent. Payment of the cash by the Custodian upon
receipt of the reconciliation shall be contingent upon the
Custodian's assent that the figures in such reconciliation
appear to be reasonable.
o The Transfer Agent shall deliver a final dividend
reconciliation to the Custodian no later than 30 days after
the payable date which will reflect any adjustments made
subsequent to the payable date. After the final dividend
reconciliation is prepared, no further adjustments shall be
made to affect the total amount of the distribution without
the written approval of the Trust.
F. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all meetings
of Shareholders. Tabulate returned proxies (proxies must be
adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have
been received.
o Prepare and submit to the Trust an Affidavit of Mailing.
o At the time of the meeting, if requested, furnish a certified
list of Shareholders in hard copy, microfilm or microfiche and
Inspectors of Election.
G. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Trust (material must be adaptable
to the mechanical equipment of Transfer Agent or its agents).
o Produce and mail periodic statements as requested to
Shareholders and broker/dealers.
H. AS OF TRANSACTIONS
o The Transfer Agent shall make every effort to minimize the
occurrence of "as of" transactions. For those that do occur,
the Transfer Agent shall maintain records as to the reason for
the delay in processing. In the event the delayed processing
is the fault of the Transfer Agent, and the Trust sustains a
loss, the Trust shall be entitled to compensation from the
Transfer Agent.
<PAGE>
Exhibit 2
to
Schedule C
It is hereby agreed between the Trust and the Transfer Agent that
Shares purchased by personal check may be redeemed only after they are deemed to
have been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a Shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
<PAGE>
CHECK-AGING SCHEDULE
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
- ----- -------- ----------------- --------
01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
08 DE Delaware 7
09 DC District of Columbia 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
<PAGE>
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
- ---- ------- ----------------- -------
28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
40 RI Rhode Island 7
41 SC South Carolina 9
42 SD South Dakota 11
43 TN Tennessee 9
44 TX Texas 11
45 UT Utah 12
46 VT Vermont 7
47 VA Virginia 9
48 WA Washington 12
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York
54 54 APO, FPO California
55 55 Other U.S. Possessions
56 56 Foreign Addresses
<PAGE>
SCHEDULE D
SCHEDULE OF INSURANCE COVERAGE
Boston Safe Deposit and Trust Company ("Boston Safe"), and its New York clearing
facility, Boston Safe Clearing Corporation, are named insureds under the
following insurance policies presently in force covering assets held in custody
at either company.
BANKERS BLANKET BOND
Basic Coverage: $22,500,000
Carrier: Continental Insurance Company #BND1619079, et al.,
policy dated April 7, 1985 and effective until
cancelled.
Deductible: $250,000
This coverage relates to any dishonest act of any employee of Boston
Safe and to any loss by burglary or mysterious unexplainable
disappearance of securities. The bond provides coverage for forgery
losses up to $2,500,000 and losses for Boston Safe's acceptance of
counterfeited securities in good faith up to $1,000,000.
Additional Coverage;
In addition, both companies are named insureds for $57,500,000 of
excess bond coverage through American Express, bringing the total
blanket bond coverage to $80,000,000.
Also, through American Express, Boston Safe has $245,000,000 of Lost
Instrument Bond coverage in addition to the $80.0 million blanket bond
coverage.
ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY
Coverage: $5,000,000
Carrier First State Insurance Company, policy dated November 14, 1988, and
effective until November 14, 1989
Deductible: $250,000
Protection under the Errors and Omissions Policy for an account would
be in the area of any alleged negligent act, error, or omission
committed by Boston Safe in the course of its performance of its duties
as Custodian.
As a participant in the Depository Trust Company ("DTC"), Boston Safe is insured
under policies made available by DTC with respect to securities deposited.
THE WINTHROP CORPORATION
1000 LAFAYETTE BOULEVARD
BRIDGEPORT, CT 06604
February 1, 1996
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, CT 06604
Re: Service Agreement
Ladies and Gentlemen:
The Winthrop Corporation ("Winthrop") is the investment adviser to each
of the investment companies and series listed below (the "Funds") under
Investment Advisory Contracts between Winthrop and the Funds (the "Investment
Advisory Contracts").
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
---------------- -------------------
THE WRIGHT MANAGED INCOME TRUST
- --------------------------------------
Wright U.S. Treasury Money Market Fund April 1, 1991
Wright U.S. Treasury Fund December 21, 1987
Wright U.S. Treasury Near Term Fund December 21, 1987
Wright Total Return Bond Fund December 21, 1987
Wright Insured Tax Free Bond Fund December 21, 1987
Wright Current Income Fund December 21, 1987
THE WRIGHT MANAGED EQUITY TRUST
- --------------------------------------
Wright Quality Core Equities Fund December 21, 1987
Wright Selected Blue Chip Equities Fund December 21, 1987
Wright Junior Blue Chip Equities Fund December 21, 1987
<PAGE>
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
--------------- -------------------
Wright International Blue Chip Equities Fund December 21, 1987
THE WRIGHT EQUIFUND EQUITY TRUST
- -------------------------------------
Wright EquiFund-Australasia April 1, 1994
Wright EquiFund-Austria January 20, 1994
Wright EquiFund-Belgium/Luxembourg January 20, 1994
Wright EquiFund-Britain April 17, 1995
Wright EquiFund-Canada January 20, 1994
Wright EquiFund-France January 20, 1994
Wright EquiFund-Germany January 20, 1994
Wright EquiFund-Hong Kong August 25, 1994
Wright EquiFund-Ireland April 1, 1994
Wright EquiFund-Italy August 25, 1994
Wright EquiFund-Japan January 20, 1994
Wright EquiFund-Mexico April 1, 1994
Wright EquiFund-Netherlands August 25, 1994
Wright EquiFund-Nordic January 20, 1994
Wright EquiFund-Spain August 25, 1994
Wright EquiFund-Switzerland January 20, 1994
Wright EquiFund-United States April 1, 1994
Wright EquiFund-Global April 1, 1994
Wright EquiFund-International April 1, 1994
The Wright Managed
Blue Chip Series Trust
- -----------------------------
Wright Managed Money Market Portfolio August 10, 1993
Wright Government Obligations Portfolio August 10, 1993
Wright Near Term Bond Portfolio August 10, 1993
Wright Total Return Bond Portfolio August 10, 1993
Wright Selected Blue Chip Portfolio August 10, 1993
Wright International Blue Chip Portfolio August 10, 1993
<PAGE>
Subject to the approval of the Boards of Trustees of the Funds, Winthrop has
selected Wright Investors' Service, Inc., a wholly-owned subsidiary of Winthrop,
to provide portfolio management services for each Fund. You agree that you are
willing to provide such services for each Fund and, accordingly, Winthrop and
you agree as follows:
1. Portfolio Management Duties of Wright. Winthrop hereby employs
Wright to provide continuing and suitable portfolio management services to each
Fund and to manage the investment and reinvestment of the assets of each Fund,
subject to the supervision of Winthrop and the Trustees of each Fund, for the
period and on the terms set forth in this Agreement.
Wright hereby accepts such employment, and undertakes to afford to each
Fund the advice and assistance of Wright's organization in the choice of
investments and in the purchase and sale of securities for each Fund and to
furnish for the use of each Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and to pay the salaries and fees of all officers and Trustees of each Fund who
are members of Wright's organization and all personnel of Wright performing
services relating to research and investment activities. Wright shall for all
purposes herein be deemed to be an independent contractor and shall, except as
otherwise expressly provided or authorized, have no authority to act for or
represent any Fund in any way or otherwise be deemed an agent of any Fund.
Wright shall provide each Fund with such portfolio management services
and supervision as Winthrop may from time to time consider necessary for the
proper supervision of such Fund's investments. Wright shall furnish continuously
an investment program and shall determine from time to time what securities
shall be purchased, sold or exchanged and what portion of each Fund's assets
shall be held uninvested, subject always to the applicable restrictions of the
Fund's Declaration of Trust, By-Laws and registration statement under the
Investment Company Act of 1940, all as from time to time amended. Should the
Trustees of any Fund at any time, however, make any specific determination as to
investment policy for the Fund and notify Wright thereof in writing, Wright
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked.
Wright shall take, on behalf of each Fund, all actions which it deems necessary
or desirable to implement the investment policies of the Fund.
<PAGE>
Wright shall place all orders for the purchase or sale of portfolio
securities for the account of each Fund with brokers or dealers or banks or
firms or other persons selected by Wright, and to that end Wright is authorized
as the agent of Winthrop and each Fund to give instructions to the custodian of
the Fund as to deliveries of securities and payment of cash for the account of
the Fund. In connection with the selection of such brokers or dealers or banks
or firms or other persons and the placing of such orders, Wright shall use its
best efforts to seek to execute security transactions at prices which are
advantageous to each Fund and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to Wright or
Winthrop and Wright is expressly authorized to pay any broker or dealer who
provides such brokerage and research services a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if Wright
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which Wright and its affiliates have with respect to
accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, Wright is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of any Fund.
Wright shall not be responsible for providing certain administrative
services to any Fund under this Agreement. Eaton Vance Management, in its
capacity as Administrator of each Fund, shall be responsible for providing such
services to the Fund under the Fund's separate Administration Agreement with the
Administrator.
2. Compensation. For all services to be rendered and expenses paid or
assumed by you as herein provided, Winthrop will cause each Fund to pay you
monthly in arrears on the last business day of each month the entire amount of
the advisory fee that Winthrop is entitled to receive from such Fund.
<PAGE>
3. Allocation of Charges and Expenses. It is understood that each Fund
will pay all its expenses other than those expressly stated to be payable by
Wright hereunder, which expenses payable by each Fund shall include, without
implied limitation, (i) expenses of maintaining each Fund and continuing its
existence, (ii) registration for each Fund under the Invest- ment Company Act of
1940, (iii) commissions, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of issue, sale and redemption of Fund shares, (viii) expenses of
registering and qualifying each Fund and its shares under federal and state
securities laws and of preparing and printing prospectuses for such purposes and
for distributing the same to shareholders and investors, and fees and expenses
of registering and maintaining registrations of each Fund and of its principal
underwriter, if any, as broker-dealer or agent under state securities laws, (ix)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor, (x) expenses of reports to governmental
officers and commissions, (xi) insurance expenses, (xii) association membership
dues, (xiii) fees, expenses and disbursements of custodians and subcustodians
for all services to each Fund (including without limitation safekeeping of
funds, securities and other investments, keeping of books, accounts and records,
and determination of net asset values), (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to each Fund, (xv) expenses for servicing the
accounts of shareholders, (xvi) any direct charges to shareholders approved by
the Trustees of a Fund, (xvii) all payments to be made and expenses to be
assumed by a Fund pursuant to any one or more distribution plans adopted by the
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xviii)
compensation and expenses of Trustees of each Fund who are not members of
Wright's organization, (xvix) the administration fees payable by each Fund to
its Administrator, and (xx) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of each Fund to indemnify its Trustees, officers and shareholders
with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Fund are or may be or become interested in Wright as
directors, officers, employees, shareholders or otherwise and that directors,
officers, employees and shareholders of Wright are or may be or become
similarly interested in the Fund, and that Wright may be or become interested
in the Fund as a shareholder or otherwise. It is also
<PAGE>
understood that directors, officers, employees and shareholders of Wright may be
or become interested (as directors, trustees, officers, employees, shareholders
or otherwise) in other companies or entities (including, without limitation,
other investment companies) which Wright or Winthrop may organize, sponsor or
acquire, or with which Wright or Winthrop may merge or consolidate, and that
Wright or its affiliates may enter into advisory or management agreements or
other contracts or relationships with such other companies or entities.
5. Limitation of Liability of Wright. The services of Wright to
Winthrop and each Fund are not deemed to be exclusive, Wright being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Wright, Wright shall
not be subject to liability to Winthrop, any Fund or any shareholder for any act
or omission in the course of, or connected with, rendering services hereunder or
for any losses which may be sustained in the acquisition, holding or disposition
of any security or other investment.
6. Duration and Termination of this Agreement. This Agreement shall
become effective on February 1, 1996 and, unless terminated as herein provided,
shall remain in full force and effect through and including February 28, 1997
and shall continue in full force and effect as to each Fund indefinitely
thereafter, but only so long as such continuance after February 28, 1997 is
specifically approved at least annually (i) by the Board of Trustees of such
Fund or by vote of a majority of the outstanding voting securities of the Fund
and (ii) by the vote of a majority of those Trustees of such Fund who are not
interested persons of Winthrop, Wright or the Fund cast in person at a meeting
called for the purpose of voting on such approval.
Any Fund or either party hereto may, at any time on sixty (60) days'
prior written notice to the other, terminate this Agreement as to that Fund
without the payment of any penalty, by action of the Trustees of such Fund or
the directors of Winthrop or Wright, as the case may be, and each Fund may, at
any time upon such written notice to Winthrop or Wright, terminate this
Agreement as to that Fund by vote of a majority of the outstanding voting
securities of such Fund. This Agreement shall terminate automatically as to any
Fund in the event of its assignment or the assignment or termination of that
Fund's Investment Advisory Contract.
<PAGE>
7. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective as to any Fund until approved (i) by the vote of a
majority of those Trustees of that Fund who are not interested persons of
Winthrop, Wright or such Fund cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of such Fund.
8. Limitation of Liability. Wright expressly acknowledges the provision
in the Declaration of Trust of each Fund limiting the personal liability of the
Trustees and officers of the Fund, and Wright hereby agrees that it shall not
have recourse to or seek satisfaction from any Trustee, officer or shareholder
of the Fund for payment of claims or obligations as between the Fund and Wright.
No Fund shall be liable for the obligations of any other Fund.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of a Fund's
shareholders, of the lesser of (a) 67 per centum or more of the shares of such
Fund present or represented by proxy at the meeting if the shareholders of more
than 50 per centum of the outstanding shares of the Fund are present or
represented by proxy at the meeting, or (b) more than 50 per centum of the
outstanding shares of the Fund. The terms "shareholders" and "shares" when used
herein shall have the respective meaning specified in the Declaration of Trust
of each Fund.
10. Responsibility of Winthrop. Notwithstanding this Agreement,
Winthrop shall remain ultimately responsible for all of its obligations under
the Investment Advisory Contracts.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed
<PAGE>
an original, but all of which together shall constitute one and the same
instrument.
Very truly yours,
THE WINTHROP CORPORATION
By:/s/Peter M. Donovan
----------------------
The foregoing Agreement is hereby agreed to as of the date hereof.
WRIGHT INVESTORS' SERVICE, INC.
By:/s/Judith Corchard
-------------------
The Wright Managed Income Trust
24 Federal Street, Boston, MA 02110 (617) 482-8260
EXHIBIT 10
February 26, 1996
The Wright Managed Income Trust
24 Federal Street
Boston, MA 02110
Gentlemen:
The Wright Managed Income Trust (the "Trust") is a Massachusetts
business trust created under a Declaration of Trust dated February 17, 1983 (As
amended and restated December 19, 1984), as further amended from time to time,
(the "Declaration of Trust"),executed and delivered in Boston, Massachusetts. I
am of the opinion that all legal requirements have been complied with in the
creation of the Trust, and that said Declaration of Trust is legal and valid.
The Trustees of the Trust have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided. As
provided in the Declaration of Trust, the interest of shareholders is divided
into shares of beneficial interest without par value, and the number of shares
that may be issued is unlimited. The Trustees may from time to time issue and
sell or cause to be issued and sold shares of one or more series for cash or for
property. All such shares, when so issued,shall be fully paid and nonassessable
by the Trust.
By votes duly adopted, the Trustees of the Trust have designated the
series Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Bond Fund,
Wright Total Return Bond Fund, Wright Insured Tax Free Bond Fund, Wright Current
Income Fund and Wright U.S. Treasury Money Market Fund (the "Series") and have
authorized the issuance of shares of beneficial interest, without par value, of
such series. The Trust intends to register under the Securities Act of 1933, as
amended, 35,605,059 of its shares of beneficial interest with Post-Effective
Amendment No. 20 to its Registration Statement on Form N-1A (the "Amendment")
with the Securities and Exchange Commission.
I have examined originals, or copies, certified or otherwise identified to
my satisfaction, of such certificates, records and other documents as I have
deemed necessary or appropriate for the purpose of this opinion, including the
Declaration of Trust and votes adopted by the Trustees. Based
<PAGE>
The Wright Managed Income Trust
February 26, 1996
Page 2
upon the foregoing, and with respect to Massachusetts law (other than the
Massachusetts Uniform Securities Act), only to the extent that Massachusetts law
may be applicable and without reference to the laws of the other several states
or of the United States of America, I am of the opinion that under existing law:
1. The Trust is a trust with transferable shares of beneficial interest
organized in compliance with the laws of The Commonwealth of Massachusetts, and
the Declaration of Trust is legal and valid under the laws of The Commonwealth
of Massachusetts.
2. Shares of beneficial interest of the Series registered by the
Amendment may be legally and validly issued in accordance with the Declaration
of Trust upon receipt by the Trust of payment in compliance with the Declaration
of Trust and, when so issued and sold, will be fully paid and nonassessable by
the Trust.
I am a member of the Massachusetts bar and have acted as internal legal
counsel of the Trust in connection with the Amendment, and I hereby consent to
the filing of this opinion with the Securities and Exchange Commission as an
exhibit thereto.
Very truly yours,
/s/ H. Day Brigham, Jr.
H. Day Brigham, Jr., Esq.
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 20 to the Registration Statement (1933 Act File No. 2-81915) of
The Wright Managed Income Trust of our reports on the financial statements of
the Wright U.S. Treasury Money Market Fund (one of the series constituting The
Wright Managed Income Trust) dated February 2, 1996 and our report on the
financial statements of Wright U.S. Treasury Fund, Wright U.S. Treasury Near
Term Fund, Wright Total Return Bond Fund, Wright Insured Tax-Free Bond Fund and
Wright Current Income Fund (five of the series constituting The Wright Managed
Income Trust) dated February 2, 1996 which are incorporated by reference in the
Statement of Additional Information and to the reference to us under the heading
"Financial Highlights" appearing in the Prospectuses which are each a part of
such Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 26, 1996
AMENDED
DISTRIBUTION PLAN
OF
THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND)
WHEREAS, The Bond Fund for Bank Trust Departments (BFBT Fund)
(the "Fund") intends to engage in business as an open-end management
investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund intends to act as a distributor of its shares of
beneficial interest as defined in Rule 12b-1 under the Act, has adopted a
Distribution Plan under such Rule, and desires to adopt an
Amended Distribution Plan pursuant to such Rule, and the Trustees of the
Fund have determined that there is a reasonable likelihood that adoption
of this Amended Distribution Plan will benefit the Fund and its
shareholders;
NOW, THEREFORE, the Fund hereby adopts this Amended
Distribution Plan (the "Plan") in accordance with Rule 12b-1 under
the Act and containing the following terms and conditions:
1. The Fund may finance activities which are primarily
intended to result in the sale of its shares in accordance with this Plan.
The expenses of such activities shall not exceed two-tenths of one
percent (2/10 of 1%) per annum of the Fund's average daily net assets.
In the event the Trustees deem it desirable to allow such
expenses to exceed temporarily such limit the Manager, Eaton Vance
Management, Inc., or the Investment Advisor, Wright Investors' Service,
may advance the required funds to the Fund with the understanding that
such advances will be repaid by the Fund at such time to times deemed
appropriate by the Manager out of any excess of funds created by
distribution expenses being lower than 2/10 of 1% of net assets during
the fiscal year in which the advance occurred but that such advances will
not otherwise constitute a liability to the Fund.
2. The monies provided for in paragraph 1 of this Plan may
be paid by the Fund to any separate Distributor or Distributors under
Agreement with the Fund as compensation for services primarily intended
to result in the sale of shares of any or all Portfolios of the Fund.
Subject to the percentage limitation set forth in paragraph 1 hereof, the
Fund may pay for expenses of any other activities primarily intended to
result in the sale of shares of any or all Portfolios of the Fund
established by the Trustees, including, but not limited to,
compensation paid to and expenses incurred by officers, Trustees,
employees or sales representatives of the Fund, including travel,
entertainment and telephone expenses, the printing of prospectuses and
reports for other than existing shareholders, preparation and
distribution of sales literature, and advertising of any type intended
to enhance the sale of the Fund.
3. This Plan shall not take effect as to any Portfolio of
the Fund until it has been approved by (a) a vote of at least a majority
of the outstanding voting securities of that Portfolio and (b) both a
majority of (i) those Trustees of the Fund who are not "interested
persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Trustees"), and
(ii) a majority of the Trustees then in office, cast in person
at a meeting (or meetings) called for the purpose of voting on this Plan
and such related agreements.
<PAGE>
The term "vote of a majority of the outstanding voting securities of
that Portfolio" shall mean the vote of the lesser (a) 67 per centum or
more of the shares of the particular Portfolio present or
represented by proxy at the meeting if the holders of more than 50 per
centum of the outstanding shares of the particular Portfolio are present
or represented by proxy at the meeting, or (b) more than 50 per centum
of the outstanding shares of the particular Portfolio.
4. Any agreements related to this Plan shall not take
effect until approved in the manner provided for approval of this
Plan in clause (b) of paragraph 3.
5. This Plan shall continue in effect for so long as such
continuance is specifically approved at least annually in the manner
provided for approval of this Plan in clause (b) of paragraph 3.
6. The persons authorized to direct the disposition of
monies paid or payable by the Fund pursuant to this Plan or any related
agreement shall be the President or any Vice President of the Fund.
Such persons shall provide to the Fund's Trustees and the Trustees shall
review, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.
7. This Plan may be terminated at any time as to any
Portfolio by vote of a majority of the Rule 12b-1 Trustees, or by vote of
a majority of the outstanding voting securities of that Portfolio.
8. This Plan may not be amended as to any Portfolio to
increase materially the limit upon distribution expenses provided in
paragraph 1 or the nature of such expenses provided in paragraph 2
hereof unless such amendment is approved in the manner provided for
initial approval in paragraph 3 hereof, and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 3 thereof.
9. While this Plan is in effect, the selection and
nomination of Trustees who are not interested persons (as defined in the
Act) of the Fund shall be committed to the discretion of the Trustees
who are not interested persons as defined in the Act.
10. The Fund shall preserve copies of this Plan and any
related agreements and all reports made pursuant to paragraph 6 hereof,for
a period of not less than six years from the date of this Plan,
or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.
11. It is the opinion of the Fund's Trustees and officers
that the following are not expenses primarily intended to result in the
sale of shares issued by the Fund: fees and expenses of registering
shares of any or all series of the Fund under federal or state laws
regulating the sale of securities; fees and expenses of registering the
Fund as a broker-dealer or of registering an agent of the Fund under
federal or state laws regulating the sale of securities; fees of
registering, at the request of the Fund, agents or representatives of a
principal underwriter or distributor of the Fund under federal or state
laws regulating the sale of securities, provided that no sales
commission or "load" is charged on sales of shares of the Fund; and fees
and expenses of preparing and setting in type the Fund's registration
statement under the Securities Act of 1933. Should such expenses be deemed
by a court or agency having jurisdiction to be expenses primarily
intended to result in the sale of shares issued by the Fund, they shall
be considered to be expenses contemplated by and included in this
Distribution Plan but not subject to the limitation prescribed in
paragraph 1 thereof.
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Distribution Plan on
the 19th day of December 1984.
THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND)
BY /s/ Peter M. Donovan
----------------------
President
Attest:
/s/ Thomas Otis
-----------------
Secretary
AGREEMENT
RELATING TO IMPLEMENTATION OF THE
DISTRIBUTION PLAN
OF
THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND)
WHEREAS, The Bond Fund for Bank Trust Departments (BFBT Fund) (the "Fund")
is engaged in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Fund has adopted a Distribution Plan as defined in Rule 12b-1
("Distribution Plan") under the Act and is currently acting and will continue to
act as a distributor of its own shares pursuant to said Rule 12b-1; and
WHEREAS, the Fund has entered into a Distribution Contract with the MFBT
Corporation ("MFBT Corp.") ("Distribution Contract") providing for such
corporation to act as a separate Distributor of its shares; and
WHEREAS, the Fund desires to implement its Distribution Plan in the manner
set forth herein and the Fund and MFBT Corp. are willing to enter into an
agreement whereunder MFBT Corp. will undertake and be paid or reimbursed for
certain activities primarily intended to result in the sale of shares of any or
all series of the Fund established by the Trustees;
NOW, THEREFORE, the Fund and MFBT Corp. do hereby agree as follows:
1. MFBT Corp. shall undertake such activities on behalf of the Fund which
are primarily intended to result in the sale of shares of any or all series of
the Fund and as may be agreed to from time to time between the President or any
Vice President of the Fund and officers of MFBT Corp.
2. The Fund shall, subject to the limitations provided in the Distribution
Plan, pay to MFBT Corp. for the activities referred to in paragraph 1 an annual
fee equal to 2/10 of 1% of the Fund's average daily net assets, which fee shall
be payable quarterly.
3. MFBT Corp. shall provide on a quarterly basis documentation concerning
the expense of such activities. Documented expenses shall include compensation
paid to and out-of-pocket disbursements of officers, employees or sales
representatives of MFBT Corp., including travel, entertainment and telephone
costs, the printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of sales literature, and advertising
of any type intended to enhance the sale of shares of the Fund.
4. This Agreement shall not take effect until it has been approved by (i) a
majority of those Trustees of the Fund who are not "interested persons" of the
Fund (as defined in the Act) and have no direct or indirect financial interest
in the operation of the Distribution Plan or this Agreement or any other
agreements related to the Plan (the "Rule 12b-1 Trustees"), and (ii) a majority
of the Trustees then in office, cast in person at a meeting (or meetings) called
for the purpose of voting on this Agreement.
5. This Agreement shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
thereof in paragraph 4.
6. The President or any Vice President of the Fund shall provide to the
Fund's Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended by MFBT Corp. in connection with the activities
referred to in paragraph 1 and the purposes for which such expenditures were
made.
<PAGE>
7. This Agreement may be terminated as to any series of the Fund at any
time, without the payment of any penalty, by vote of a majority of the Rule
12b-1 Trustees or by vote of a majority of the outstanding voting securities of
that series on not more than sixty days' written notice to any other party to
the Agreement.
8. The terms and conditions of the Distribution Contract (including,
without limitation, the indemnification provisions) shall govern the
relationship between the parties as contemplated by this Agreement, unless
inconsistent herewith.
9. This Agreement shall terminate automatically in the event of its
assignment.
10. The Fund shall preserve copies of this Agreement and all reports made
pursuant to paragraph 5 hereof for a period of not less than six years from the
date of this Agreement, the first two years in an easily accessible place.
11. MFBT Corp. agrees to take such action as may be required to become and
remain a member in good standing of the National Association of Securities
Dealer, Inc. (NASD) as long as this Agreement continues in effect.
12. MFBT Corp. expressly acknowledges the provision in the Declaration of
Trust of the Fund (Article XIV, Section 2) limiting the personal liability of
shareholders of the Fund, and MFBT Corp. hereby agrees that it shall have
recourse to the Fund for payment of claims or obligations as between the Fund
and MFBT Corp. arising out of this Agreement and shall not seek satisfaction
from the shareholders or any shareholder of the Fund.
13. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts applicable to such agreements.
IN WITNESS WHEREOF, the Fund and MFBT Corp. have each caused this agreement
to be signed in duplicate on its behalf by an officer thereunto duly authorized
on the day and year set forth below.
THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND)
BY /s/ Peter M. Donovan
--------------------
President
MFBT CORPORATION
BY /s/ A.M. Moody III
------------------
President
Attest:
/s/ Thomas Otis
- -----------------
Secretary December 19, 1984
EXHIBIT 16
SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
The average annual total return of each Fund for the one, three,five and
ten-year periods ended December 31, 1995 and the period from inception to
December 31, 1995 was as follows:
<TABLE>
Period Ended 12/31/95
------------------------------------- Inception
1 3 5 10 to Inception
Year Years Years Years 12/31/95 Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wright U.S. Treasury Fund........................ 28.2% 10.7% 11.3% 10.2% 11.5% 7/25/83
Wright U.S. Treasury Near Term Fund.............. 11.9% 5.4% 7.1% 7.6% 8.6% 7/25/83
Wright Total Return Bond Fund.................... 22.0% 8.2% 9.4% 8.9% 10.5% 7/25/83
Wright Insured Tax Free Bond Fund................ 11.6% 5.6% 7.0% 6.8% 7.2% 4/10/85
Wright Current Income Fund....................... 17.5% 6.6% 8.3% -- 8.9% 4/15/87
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Each Fund's yield is computed by dividing its net investment income per
share earned during a recent 30-day period by the maximum offering price (i.e.
net asset value) per share on the last day of the period and annualizing the
resulting figure. Net investment income per share is equal to the Fund's
dividends and interest earned during the period, with the resulting number being
divided by the average daily number of shares outstanding and entitled to
receive dividends during the period.
For the 30-day period ended December 31, 1995, the yield of each Fund was
as follows:
30-Day Period Ended
December 31, 1995*
- -------------------------------------------------------------------------------
Wright U.S. Treasury Fund 6.06%
Wright U.S. Treasury Near Term Fund 4.73%
Wright Total Return Bond Fund 5.30%
Wright Insured Tax Free Bond Fund 3.59%
Wright Current Income Fund 6.46%
- -------------------------------------------------------------------------------
* According to the following formula:
Yield = 2 [ ( a-b + 1 ) 6 - 1 ]
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (after reductions).
c = the average daily number of accumulation units outstanding during
the period.
d = the maximum offering price per accumulation unit on the last day of
the period.
NOTE: "a" has been estimated for debt securities other than mortgage
certificates by dividing the year-end market value times the yield maturity by
360. "a" for mortgage securities, such as GNMA's, is the actual income earned.
Neither discount nor premium have been amortized.
"b" has been estimated by dividing the actual 1993 expense amounts by 360
or the number of days the Fund was in existance.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic securities indices. A Fund's yield or total return and
comparisons with these indices may be used in advertisements and information
furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. According to the rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis includes the reinvestment of
dividends and capital gain distributions, but does not take sales charges into
consideration and is prepared without regard to tax consequences.
POWER OF ATTORNEY
We, the undersigned officers and Trustees of The Wright Managed Income
Trust, a Massachusetts business trust, do hereby severally constitute and
appoint H. Day Brigham, Jr., Peter M. Donovan and A.M. Moody, III, or any of
them, to be true, sufficient and lawful attorneys, or attorney for each of us,
to sign for each of us, in the name of each of us in the capacities indicated
below, and any and all amendments (including post-effective amendments) to the
Registration Statement on Form N-1A filed by The Wright Managed Income Trust
with the Securities and Exchange Commission in respect of shares of beneficial
interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.
Name Capacity Date
-------- -------- ------
President, Principal
/s/ Peter M. Donovan Executive Officer and April 1, 1993
- --------------------------------- Trustee
Peter M. Donovan
Treasurer and Principal
/s/ James L. O'Connor Financial and Accounting April 1, 1993
- --------------------------------- Officer
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee April 1, 1993
- ---------------------------------
H. Day Brigham, Jr.
/s/ Winthrop S. Emmet Trustee April 1, 1993
- ---------------------------------
Winthrop S. Emmet
/s/ Leland Miles
- --------------------------------- Trustee April 1, 1993
Leland Miles
/s/ A.M. Moody, III Trustee April 1, 1993
- ---------------------------------
A.M. Moody, III
/s/ Lloyd F. Pierce Trustee April 1, 1993
- ---------------------------------
Lloyd F. Pierce
/s/ George R. Prefer Trustee April 1, 1993
- ---------------------------------
George R. Prefer
/s/ Raymond Van Houtte Trustee April 1, 1993
- ---------------------------------
Raymond Van Houtte
[ARTICLE] 6
[CIK] 0000715165
[NAME] THE WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 1
[NAME] WRIGHT U.S. TREASURY FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 12,564,565
[INVESTMENTS-AT-VALUE] 14,891,214
[RECEIVABLES] 277,119
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 50,383
[TOTAL-ASSETS] 15,218,716
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 62,472
[TOTAL-LIABILITIES] 62,472
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 13,256,456
[SHARES-COMMON-STOCK] 1,030,135
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 7,439
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (434,300)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,326,649
[NET-ASSETS] 15,156,244
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 1,219,456
[OTHER-INCOME] 0
[EXPENSES-NET] 147,462
[NET-INVESTMENT-INCOME] 1,071,994
[REALIZED-GAINS-CURRENT] 529,670
[APPREC-INCREASE-CURRENT] 2,464,279
[NET-CHANGE-FROM-OPS] 4,065,943
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1,072,005
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 111,589
[NUMBER-OF-SHARES-REDEEMED] 482,923
[SHARES-REINVESTED] 41,352
[NET-CHANGE-IN-ASSETS] (1,502,171)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 65,539
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 202,501
[AVERAGE-NET-ASSETS] 16,300,299
[PER-SHARE-NAV-BEGIN] 12.25
[PER-SHARE-NII] 0.880
[PER-SHARE-GAIN-APPREC] 2.458
[PER-SHARE-DIVIDEND] (0.878)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 14.71
[EXPENSE-RATIO] 0.90
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000715165
[NAME] THE WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 2
[NAME] WRIGHT U.S. TREASURY NEAR TERM FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 136,992,741
[INVESTMENTS-AT-VALUE] 141,396,627
[RECEIVABLES] 2,768,636
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 22,110
[TOTAL-ASSETS] 144,187,373
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 587,539
[TOTAL-LIABILITIES] 587,539
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 160,668,525
[SHARES-COMMON-STOCK] 13,738,237
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 209,683
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (21,682,260)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 4,403,886
[NET-ASSETS] 143,599,834
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 11,961,829
[OTHER-INCOME] 0
[EXPENSES-NET] 1,361,199
[NET-INVESTMENT-INCOME] 10,600,630
[REALIZED-GAINS-CURRENT] (376,568)
[APPREC-INCREASE-CURRENT] 10,227,881
[NET-CHANGE-FROM-OPS] 20,451,943
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 10,580,700
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2,507,050
[NUMBER-OF-SHARES-REDEEMED] 10,814,467
[SHARES-REINVESTED] 657,890
[NET-CHANGE-IN-ASSETS] (68,522,388)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 739,265
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1,373,310
[AVERAGE-NET-ASSETS] 173,853,949
[PER-SHARE-NAV-BEGIN] 9.92
[PER-SHARE-NII] 0.631
[PER-SHARE-GAIN-APPREC] 0.524
[PER-SHARE-DIVIDEND] (0.625)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.45
[EXPENSE-RATIO] 0.8
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000715165
[NAME] THE WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 3
[NAME] WRIGHT TOTAL RETURN BOND FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 113,147,771
[INVESTMENTS-AT-VALUE] 120,797,290
[RECEIVABLES] 2,186,538
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 33,926
[TOTAL-ASSETS] 123,017,754
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 256,152
[TOTAL-LIABILITIES] 256,152
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 116,505,526
[SHARES-COMMON-STOCK] 9,355,945
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 78,676
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1,472,119)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 7,649,519
[NET-ASSETS] 122,761,602
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 8,856,688
[OTHER-INCOME] 0
[EXPENSES-NET] 1,026,818
[NET-INVESTMENT-INCOME] 7,829,870
[REALIZED-GAINS-CURRENT] 411,969
[APPREC-INCREASE-CURRENT] 17,483,217
[NET-CHANGE-FROM-OPS] 25,725,056
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 7,796,582
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,710,110
[NUMBER-OF-SHARES-REDEEMED] 5,380,600
[SHARES-REINVESTED] 470,132
[NET-CHANGE-IN-ASSETS] (20,725,132)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 525,335
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1,035,825
[AVERAGE-NET-ASSETS] 127,463,061
[PER-SHARE-NAV-BEGIN] 11.43
[PER-SHARE-NII] 0.758
[PER-SHARE-GAIN-APPREC] 1.685
[PER-SHARE-DIVIDEND] (0.753)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 13.12
[EXPENSE-RATIO] 0.8
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000715165
[NAME] THR WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 4
[NAME] WRIGHT INSURED TAX FREE BOND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 9,241,816
[INVESTMENTS-AT-VALUE] 9,819,668
[RECEIVABLES] 153,243
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 8,620
[TOTAL-ASSETS] 9,981,531
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 46,836
[TOTAL-LIABILITIES] 46,836
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 9,347,135
[SHARES-COMMON-STOCK] 845,234
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 9,708
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 577,852
[NET-ASSETS] 9,934,695
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 587,234
[OTHER-INCOME] 0
[EXPENSES-NET] 95,827
[NET-INVESTMENT-INCOME] 491,407
[REALIZED-GAINS-CURRENT] 1,397
[APPREC-INCREASE-CURRENT] 686,692
[NET-CHANGE-FROM-OPS] 1,179,496
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 491,406
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 277,377
[NUMBER-OF-SHARES-REDEEMED] 422,274
[SHARES-REINVESTED] 24,036
[NET-CHANGE-IN-ASSETS] (712,182)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 42,577
[INTEREST-EXPENSE] 3,352
[GROSS-EXPENSE] 167,265
[AVERAGE-NET-ASSETS] 10,555,648
[PER-SHARE-NAV-BEGIN] 11.02
[PER-SHARE-NII] 0.531
[PER-SHARE-GAIN-APPREC] 0.729
[PER-SHARE-DIVIDEND] (0.530)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.75
[EXPENSE-RATIO] 1.0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000715165
[NAME] THE WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 5
[NAME] WRIGHT CURRENT INCOME FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 65,104,907
[INVESTMENTS-AT-VALUE] 66,050,837
[RECEIVABLES] 495,097
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 2,559
[TOTAL-ASSETS] 66,548,493
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 203,320
[TOTAL-LIABILITIES] 203,320
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 66,279,731
[SHARES-COMMON-STOCK] 6,218,728
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 33,615
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (914,103)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 945,930
[NET-ASSETS] 66,345,173
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 5,976,371
[OTHER-INCOME] 0
[EXPENSES-NET] 673,292
[NET-INVESTMENT-INCOME] 5,303,079
[REALIZED-GAINS-CURRENT] (215,933)
[APPREC-INCREASE-CURRENT] 7,735,307
[NET-CHANGE-FROM-OPS] 12,822,453
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 5,270,012
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 796,965
[NUMBER-OF-SHARES-REDEEMED] 3,646,704
[SHARES-REINVESTED] 397,997
[NET-CHANGE-IN-ASSETS] (17,832,431)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 313,626
[INTEREST-EXPENSE] 5,374
[GROSS-EXPENSE] 677,808
[AVERAGE-NET-ASSETS] 77,815,480
[PER-SHARE-NAV-BEGIN] 9.71
[PER-SHARE-NII] 0.696
[PER-SHARE-GAIN-APPREC] 0.955
[PER-SHARE-DIVIDEND] (0.691)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.67
[EXPENSE-RATIO] 0.9
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000715165
[NAME] THE WRIGHT MANAGED INCOME TRUST
[SERIES]
[NUMBER] 6
[NAME] WRIGHT U.S. TREASURY MONEY MARKET FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 45,638,352
[INVESTMENTS-AT-VALUE] 45,638,352
[RECEIVABLES] 195,080
[ASSETS-OTHER] 5,440
[OTHER-ITEMS-ASSETS] 237,761
[TOTAL-ASSETS] 46,076,633
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 187,686
[TOTAL-LIABILITIES] 187,686
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 45,888,947
[SHARES-COMMON-STOCK] 45,888,947
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 45,888,947
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2,632,668
[OTHER-INCOME] 0
[EXPENSES-NET] 209,236
[NET-INVESTMENT-INCOME] 2,423,432
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 2,432,432
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] (22,987,895)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 162,732
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 302,851
[AVERAGE-NET-ASSETS] 46,157,500
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] 0.052
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.052)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 0.65
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
