WRIGHT MANAGED INCOME TRUST
24 Federal Street
Boston, MA 02110
February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Wright Managed Income Trust
1933 Act File No. 2-81915
1940 Act File No. 811-3668
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Wright Managed Income Trust, hereby files its Rule
24f-2 Notice.
This Rule 24f-2 Notice is being filed for the fiscal year ended December
31, 1996 ("Fiscal Year").
20,416,158 shares of the Trust, with an aggregate cost of $221,719,471,
which have been registered under the Securities Act of 1933 (other than
pursuant to Rule 24f-2) remained unsold at the beginning of the Fiscal Year.
35,605,059 shares of the Trust, with an aggregate cost of $171,616,385,
were registered during the Fiscal Year, pursuant to Rule 24e-2.
263,925,102 shares of the Trust's series, with an aggregate sales price
of $365,814,683, were sold during the Fiscal Year in reliance upon the
Declaration of the Trust pursuant to Rule 24f-2 which registered an
indefinite amount of securities. Attached to this Rule 24f-2 Notice, and
made part hereof, is an opinion of counsel indicating that the securities,
the registration of which the Notice makes definite in number, were
legally issued, fully paid, and non-assessable by the Trust.
2,788,289 shares of the Trust's series, with an aggregate sales price
of $15,772,623, were issued during the Fiscal Year in connection
with the Trust's dividend reinvestment plan.
For the Fiscal Year, the Trust's series sold an aggregate of
266,713,391 shares, including those issued pursuant to its dividend
reinvestment plan, with an aggregate sales price of $381,587,306.
In accordance with subsection (c) of Rule 24f-2, no fee is required
since the value of shares registered under Rule 24f-2 equals the
value of the actual redemption price of shares redeemed by the
Trust during the Fiscal Year and 24e-2 shares (previously registered).
Rule 24f-2 Notice for Page 2
Wright Managed Income Trust
1933 Act File No. 2-81915
1940 Act File No. 811-3668
Aggregate Sale Price for Shares
Sold During Fiscal Year Pursuant
to Rule 24f-2 $365,814,683
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans. $ 15,772,623
Aggregate Price of Shares Sold $381,587,306
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $327,243,558
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 54,343,748
Equals $ 0
Any questions regarding the matter should by addressed to Julia Clarke,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/William J. Austin Jr
William J. Austin Jr.
Assistant Treasurer
Enclosures (Opinion of Counsel)
WRIGHT MANAGED INCOME TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
February 24, 1997
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Wright Managed Income Trust
1933 Act File No. 2-81915
1940 Act File No. 811-3668
Gentlemen:
By filing of the captioned Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust made definite the
registration under the Securities Act of 1933 of 266,713,391 shares sold,
including those sold pursuant to its dividend reinvestment plan, in
reliance upon said Rule 24f-2 during the fiscal year ended December 31,
1996.
It is the opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/Eric G. Woodbury
Eric G. Woodbury
Vice President
Member of Massachusetts Bar
