As filed with the Securities and Exchange Commission on July 8, 1998.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement
|_| Definitive additional materials
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE WRIGHT MANAGED INCOME TRUST
(Name of Registrant as Specified in Its Charter)
THE WRIGHT MANAGED INCOME TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No filing fee is required
<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
THE WRIGHT MANAGED INVESTMENT FUNDS
July 27, 1998
Dear Shareholder:
Your fund's board of trustees has called a shareholder meeting for September 23,
1998 to ask you to approve a new investment advisory agreement with your fund's
adviser, Wright Investors' Service, Inc. A new agreement is required by the
federal law that regulates mutual funds because there has been a change to the
ownership and control structure of Wright's parent company, The Winthrop
Corporation, as a result of the death of John Winthrop Wright. The change in
control has not resulted in any changes to the management of Wright, the
advisory services that Wright provides to your fund or the rate of the
investment advisory fee that your fund pays to Wright.
This proposal has been reviewed by your fund's board of trustees, whose primary
role is to represent and protect your interests as a shareholder. In the
trustees' judgment, the proposal is fair and reasonable and they recommend that
you vote in favor of the proposal.
This package contains information about the proposal and the proxy materials for
you to use when voting by mail. Please review the enclosed information and cast
your vote by completing and returning the proxy card in the enclosed postage
paid envelope. Please vote promptly. It is extremely important, no matter how
many shares you own. Voting promptly saves money. If we do not receive enough
votes, we must adjourn the shareholders' meeting and re-solicit shareholders in
an attempt to increase voter participation. This is a costly process paid for by
your fund and, ultimately, by you.
To cast your vote, simply complete the enclosed proxy card. Be sure to sign the
card before mailing in the postage paid envelope provided. Please do it now so
it will not be forgotten.
If you have any questions, please do not hesitate to call Wright Investors'
Service Distributors, Inc. at 1-888-974-4482. Ask to speak with Terry Moody.
Thank you.
Sincerely,
Peter M. Donovan
President and trustee
YOUR VOTE IS IMPORTANT
Please execute the enclosed proxy card and return it promptly in the postpaid
envelope provided. THIS WILL SAVE THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION.
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<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Equities Fund
Wright International Blue Chip Equities Fund
(the "equity funds")
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
(the "income funds")
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund -- Belgium/Luxembourg
Wright EquiFund -- Hong Kong/China
Wright EquiFund -- Japan
Wright EquiFund -- Mexico
Wright EquiFund -- Netherlands
Wright EquiFund -- Nordic
(the "country funds")
CATHOLIC VALUES INVESTMENT TRUST
Catholic Values Investment Trust Equity Fund
("CVIT Fund")
(collectively, the "funds")
24 Federal Street
Boston, Massachusetts 02110
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<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
Notice of Special Meetings of Shareholders
To Be Held September 23, 1998
A special meeting of shareholders of the series (each, a "fund") of The
Wright Managed Equity Trust, The Wright Managed Income Trust, The Wright
EquiFund Equity Trust and Catholic Values Investment Trust (collectively, the
"trusts") will be held at the principal offices of the trusts, 24 Federal
Street, Boston, Massachusetts, 02110, on Wednesday, September 23, 1998 beginning
at 10:00 a.m. (Boston time). The special meetings of the funds are expected to
be held concurrently and are referred to together as the "meeting."
The meeting is being held for the following purpose:
1. To approve new investment advisory agreements between Wright
Investors' Service, Inc. and:
a. The Wright Managed Equity Trust on behalf of each
equity fund. FOR EACH EQUITY FUND VOTING SEPARATELY.
b. The Wright Managed Income Trust on behalf of each
income fund. FOR EACH INCOME FUND VOTING SEPARATELY.
c. The Wright EquiFund Equity Trust on behalf of each
country fund. FOR EACH COUNTRY FUND VOTING
SEPARATELY.
d. Catholic Values Investment Trust. FOR CVIT FUND
VOTING SEPARATELY.
2. To consider and act upon any matters incidental to proposal 1
and any other matters which may properly come before the
meeting or any adjourned session of the meeting.
Proposal 1 is discussed in greater detail in the accompanying proxy
statement.
The meeting is called pursuant to the by-laws of each trust. The
trustees have fixed the close of business on July 17, 1998 as the record date
for the determination of the shareholders of each fund entitled to notice of
and to vote at the meeting and any adjournment thereof.
By Order of the Boards of Trustees,
H. Day Brigham, Jr., Secretary
Dated: July 27, 1998
IMPORTANT - SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE A QUORUM BY
PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.
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<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
THE WRIGHT MANAGED INVESTMENT FUNDS
THE WRIGHT EQUIFUND EQUITY TRUST THE WRIGHT MANAGED EQUITY TRUST
Wright EquiFund -- Belgium/Luxembourg Wright Selected Blue Chip Equities Fund
Wright EquiFund -- Hong Kong/China Wright Junior Blue Chip Equities Fund
Wright EquiFund -- Japan Wright Major Blue Chip Equities Fund
Wright EquiFund -- Mexico Wright International Blue Chip Equities
Wright EquiFund -- Netherlands Fund
Wright EquiFund -- Nordic
THE WRIGHT MANAGED INCOME TRUST
CATHOLIC VALUES INVESTMENT TRUST Wright U.S. Treasury Fund
Catholic Values Investment Trust Wright U.S. Government Near Term Fund
Equity Trust Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
(collectively, the "funds")
24 Federal Street
Boston, Massachusetts 02110
PROXY STATEMENT
For Special Meetings of Shareholders
A proxy card is enclosed with the notice of the special meeting of the
shareholders of the funds to be held on Wednesday, September 23, 1998 for the
benefit of shareholders who do not expect to be present at the meeting. The
proxy is solicited on behalf of the boards of trustees of each trust
(collectively, the "trustees"), and is revocable by the person giving it at any
time prior to exercise by a signed letter filed with the funds' transfer agent,
First Data Investors Services' Group, P.O. Box 5153, Westborough, Massachusetts
01551-5123, by signing and delivering a later dated proxy, or by attending the
meeting and voting the shares in person. Each shareholder may specify the
manner in which he or she desires the proxy to be voted on proposal 1. In the
absence of any specification, the proxy will authorize the persons named as
attorneys, or any of them, to vote in favor of proposal 1. This proxy material
is first being mailed to shareholders on or about July 27, 1998.
The trustees have fixed the close of business on July 17, 1998 as the
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournment(s) thereof. Shareholders at the
close of business on the record date will be entitled to one vote for each full
share held and to a proportionate share of one vote for each fractional share
held. The number of shares of beneficial interest (excluding fractions thereof)
of each fund outstanding as of the record date is set forth in EXHIBIT A. The
persons who held of record more than 5% of the outstanding shares of a fund as
of the record date are set forth in EXHIBIT B. To the knowledge of each trust,
no other person owns (of record or beneficially) more than 5% of the
outstanding shares of a fund.
Although each trust is having its own separate meeting, proxies are
being solicited through the use of this combined proxy statement. Shareholders
of funds that are series of the same trust will vote separately as to this
proposal because it uniquely affects their respective funds. Voting by
shareholders of one fund or trust will not affect voting by shareholders of
another fund or trust.
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<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
As discussed in greater detail under proposal 1, the principal purpose
of the meeting is to approve a new investment advisory agreement between each
trust on behalf of its respective funds and Wright Investors' Services, Inc.
("Wright"). The new agreement will permit Wright to continue to provide
investment advisory services to each fund following a change in control of the
parent company of Wright.
Shareholders of the funds are being asked to vote on the proposal as
follows:
proposal Shareholders Entitled to Vote on Proposal
1. For each trust: Each fund voting separately.
The trustees know of no matter other than that mentioned in proposal 1
which will be presented at the meeting. If any other matter is properly
presented at the meeting, it is the intention of the persons named as proxies
in the enclosed proxy to vote the proxies in accordance with their judgment in
regard to such matter.
PROPOSAL 1
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
General
The Winthrop Corporation ("Winthrop") is currently the investment
adviser to each fund (except Catholic Values Investment Trust Equity Fund
("CVIT Fund")) under investment advisory contracts (the "existing contracts")
between each trust, on behalf of its funds, and Winthrop. Under a service
agreement between Winthrop and its wholly-owned subsidiary, Wright Investors'
Service, Inc., Wright, acting under the general supervision of the trustees,
furnishes each fund with investment advice and management services. Wright is
currently the investment adviser to CVIT Fund under an investment advisory
contract between Catholic Values Investment Trust and Wright (together with the
existing contracts, the "existing advisory agreements"). Wright is incorporated
in Connecticut and is registered as an investment adviser under the Investment
Advisers Act of 1940. Wright's and Winthrop's principal offices are located at
1000 Lafayette Boulevard, Bridgeport, Connecticut, 06604- 4720.
Each fund is registered and regulated as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act
provides that an investment company's investment advisory agreement terminates
automatically upon its "assignment." Under the 1940 Act, a direct or indirect
transfer of a controlling block of the voting securities of any entity
controlling an investment adviser is deemed to be an assignment. As described
further below, the ownership of Winthrop, a controlling entity of Wright, has
changed and the existing advisory agreements terminated as a result of that
change.
The Change of Control
Winthrop was founded by Mr. John Winthrop Wright and began offering
investment advisory services in 1961. Upon his death in 1996, Mr. Wright was the
only person who owned more than 25% (but less than 50%) of Winthrop's stock. The
1940 Act presumes that owning 25% or more of a company's stock gives the owner
"control" over the company. Since Mr. Wright's death, his stock has been held by
the estate of John Winthrop Wright (the "estate"). On June 11, 1998, Mildred
Gibson
<PAGE>
Wright, in accordance with her authority as executrix of the estate,
transferred Mr. Wright's stock from the estate to Mr. Wright's intended
beneficiary, The School for Ethical Education (the "distribution").
The School, located at 1000 Lafayette Boulevard, Bridgeport,
Connecticut 06604, was founded in 1995 by Mr. Wright as a non-profit,
tax-exempt organization to promote ethical behavior. The School's mission is to
promote "ethics in action" for the creation of positive character and the
advancement of responsible and caring communities. The School provides
post-secondary courses for teachers and parents to teach ethical behavior in
schools and communities. The School is managed by its board of trustees, which
has five members, three of whom are affiliated with Winthrop and Wright.
As a result of the distribution, the School acquired more than 25% of
Winthrop's stock and there has been a change in the control of Winthrop. The
following table describes the persons who own stock in Winthrop and the
percentage that each person votes.
Name Percentage of stock owned in
The Winthrop Corporation
The School for Ethical Education 34.5%
Mr. Peter Donovan 18.6%
WIS Holdings 16.9% (1)
WIS Profit Sharing Plan 13.2%
All others 16.7%
(1) WIS Holdings is a wholly-owned subsidiary of Winthrop. During her
lifetime, Mrs. Mildred Wright has the restricted right to direct voting of WIS
Holdings stock.
Mr. Donovan, who owns Winthrop stock, and Mrs. Wright, who has voting
rights as to Winthrop stock, also serve as trustees of the School. The School's
board of trustees, including Mr. Donovan and Mrs. Wright, collectively have the
power to vote the Winthrop stock owned by the School. It is possible that Mr.
Donovan and Mrs. Wright could be considered to have voting rights as to more
than 25% of the Winthrop stock and, therefore, to be controlling persons of
Winthrop. However, as trustees of the School, each of them has only one vote on
matters brought before the School's board of trustees, and Mr. Donovan and Mrs.
Wright have not entered into any agreement to exercise voting power in concert.
The trustees of the trusts have considered the new ownership structure of
Winthrop and do not believe that either Mr. Donovan or Mrs. Wright controls
Winthrop. However, in the event that a regulatory authority or a court
determines that Mr. Donovan or Mrs. Wright controls Winthrop, the vote by
shareholders to approve the new advisory agreement with Wright will include any
possible transfer of control to Mr. Donovan and Mrs. Wright.
To provide for continuity of investment advisory services to the funds
as a result of the distribution, the trustees, including the trustees who are
not "interested" persons of the trusts, Wright or Winthrop (the "independent
trustees"), at a special meeting held on June 24, 1998, voted to approve, and
recommended that each fund's shareholders approve, a new investment advisory
agreement (the
<PAGE>
"new advisory agreement") with Wright. Under the new advisory agreement, Wright
will be the investment adviser and will continue to provide investment advisory
services to the funds. Approval of the new advisory agreement will not increase
the advisory fee rate paid by any fund.
Material Terms of the new advisory agreements
The material terms of the new advisory agreement are substantially
similar to those of the existing advisory agreements. The following discussion
of the new advisory agreement is only a summary of the form of the agreement
(the form is identical for each fund) attached to the proxy statement as
EXHIBIT C. You should read the entire form of agreement. The dates of the
initial approval and of the most recent shareholder approval of the existing
advisory agreements and the aggregate advisory fee paid by each fund in 1997
are set forth in EXHIBIT D. The trustees of each trust approved the
continuation of each existing advisory agreement on January 28, 1998.
Advisory Services. Under the new advisory agreement and subject to the
supervision and approval of the trustees of each trust, Wright will be
responsible for providing continuously an investment program for each fund,
consistent with each fund's investment objective, policies and restrictions.
Specifically, Wright will determine what investments shall be purchased, sold
or exchanged by each fund, if any, and what portion, if any, of each fund's
assets will be held uninvested and will make changes in each fund's
investments. Wright will also manage, supervise and conduct the other affairs
and business of each fund and any incidental matters, including supervision of
each fund's administrator, if any.
Approval, Termination and Amendment Provisions. If approved by the
affirmative vote of a "majority of the outstanding voting securities" (as
described below) of the fund ("majority shareholder vote"), the new advisory
agreement will remain in full force and effect until February 28, 2000. The new
advisory agreement will continue in full force and effect as to that fund
indefinitely after that date, if this continuance is approved at least annually
(i) by a vote of a majority of the trustees of the respective trust or by a
majority shareholder vote for that fund, and (ii) by the vote of a majority of
the independent trustees of the trust. The new advisory agreement may be
terminated at any time without penalty by a vote of a majority of the
independent trustees of the respective trust, by a majority shareholder vote
for that fund or by Wright on 60 days' written notice to the other party. In
addition, the new advisory agreement will terminate immediately and
automatically if assigned. The new advisory agreement may not be materially
amended without the approval of the trustees and the shareholders. An amendment
would be material if it changed the duties and responsibilities of the parties
under the agreement or increased the fee paid to Wright.
Standard of Care. The new advisory agreement provides that Wright will
not be subject to liability for any act or omission in the course of rendering
services under the agreement in the absence of willful misfeasance, bad faith
or gross negligence, or for any losses which may be sustained in the
acquisition, holding or sale of any security or other investment.
Expenses. Each fund is responsible for its own expenses unless
responsibility is expressly assumed by Wright under the new advisory agreement
or by the administrator under the administration agreement. Among other
expenses, each fund pays investment advisory fees; bookkeeping, share pricing
and custodian fees and expenses; expenses of the fund's administrator, if any;
fees and disbursements of the fund's transfer agent and dividend disbursing
agent or registrar, shareholder servicing fees and expenses; expenses of
prospectuses, statements of additional information and shareholder reports
which are furnished to shareholders; legal and auditing fees; registration and
reporting fees and expenses; and trustees' fees and expenses. Expenses of a
trust which relate to more than one of its series are allocated among these
series in an equitable manner,
<PAGE>
primarily on the basis of relative net asset values. The new advisory agreement
states that the trust is responsible for paying the charges and expenses of the
independent public accountants and legal counsel to the trust and the trustees.
This change is in keeping with similar language in more modern forms of
advisory agreements. Each trust currently pays the charges and expenses of its
independent public accountants and legal counsel and the addition of this
language is for clarification purposes only.
Required Vote
Approval of the new advisory agreement for a fund requires a majority
shareholder vote of that fund. Under the 1940 Act, this means that to be
approved for a fund, the proposal must receive the affirmative vote of the
lesser of (a) 67% of the shares of that fund present at the meeting if the
holders of more than 50% of the outstanding shares of that fund are present or
represented by proxy at the meeting, or (b) more than 50% of the outstanding
shares of that fund. If the shareholders of one or more funds fail to approve
this proposal, the trustees will consider what further action should be taken.
The trustees of the trusts, including a majority of the independent
trustees, recommend that the shareholders of each fund vote to approve this
proposal.
The trustees believe that the funds will benefit from continuing to
receive the high quality advisory services provided by Wright on the same terms
as they are currently provided. The trustees considered the fact that the new
advisory agreements are substantially similar to the existing advisory
agreements and that the change in control of Wright will not change the
advisory services provided to the funds. The trustees believe that the new
advisory agreement and the fees provided for in the agreement are reasonable,
fair and in the best interests of each fund's shareholders.
The Master/Feeder funds
Each of the following funds (the "feeder funds") invests all of its
assets in a corresponding master portfolio that has the same investment
objective as the feeder fund--Wright Selected Blue Chip Equities Fund, Wright
Junior Blue Chip Equities Fund, Wright International Blue Chip Equities Fund,
Wright U.S. Treasury Fund, Wright U.S. Government Near Term Fund and Wright
Current Income Fund. Approval of the new advisory agreement by shareholders of
each feeder fund will have two distinct results.
Because a feeder fund requires no investment advisory services, Wright
and each feeder fund have agreed that, for so long as the feeder funds invest
in the corresponding master portfolios, no services will be provided and no
fees will be paid under each feeder fund's existing advisory agreement. Wright
provides investment advisory services to the master portfolios under an
investment advisory agreement with the portfolios (the "portfolio advisory
agreement"). If shareholders of a feeder fund vote to approve the new advisory
agreement, that vote will serve to approve a new advisory agreement as to that
fund. As before, Wright and the feeder funds will agree that, for so long as
the feeder funds invest in the portfolios, no advisory services will be
provided to the feeder funds and no fees will be paid by the feeder funds under
the new advisory agreement. A vote by shareholders of each feeder fund to
approve the new advisory agreement will also serve to authorize each feeder
fund's trustees to vote, on behalf of the feeder funds, to approve a new
portfolio advisory agreement with Wright.
<PAGE>
NOTICE TO BANKS AND BROKER/DEALERS
Each trust on behalf of its funds has previously solicited all nominee
and broker/dealer accounts as to the number of additional proxy statements
required to supply beneficial owners of shares. Should additional proxy
material be required for beneficial owners, please forward such requests to:
First Data Investor Services Group, Wright Group of Funds, Proxy Department,
P.O. Box 9122, Hingham, MA 02043-9717.
ADDITIONAL INFORMATION
The expense of preparing, printing and mailing this proxy material and
the cost of soliciting proxies on behalf of the boards of trustees will be
borne ratably by the funds. Proxies will be solicited by mail and may be
solicited in person or by telephone or telegraph by the trust's officers, by
personnel of its investment adviser, by the transfer agent, First Data Investor
Services Group, by broker-dealer firms or by a professional solicitation
organization.
Each trust may also arrange to have votes recorded by telephone by the
trust's officers, by personnel of its investment adviser, by the transfer
agent, First Data Investor Services Group, by broker-dealer firms or by a
professional solicitation organization. The telephone voting procedure is
designed to authenticate a shareholder's identity, to allow a shareholder to
authorize the voting of shares in accordance with the shareholder's
instructions and to confirm that the voting instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
these votes would not be counted at the meeting. A shareholder will be called
on a recorded line at the telephone number in the transfer agent's records and
could be asked for identifying information. The shareholder will be given the
opportunity to authorize the proxies to vote the shares according to the
instructions given over the telephone. A confirmation of instructions will be
sent to the shareholder with a special telephone number for use to correct
information that is incorrect. The shareholder can revoke the proxy given over
the telephone by attending the meeting and voting at the meeting.
The expenses connected with the solicitation of these proxies and with
any further proxies that may be solicited by the trusts' officers, by the
investment adviser's personnel, by the transfer agent, First Data Investor
Services Group, by broker-dealer firms or a professional solicitation
organization, in person, by telephone or by telegraph will be borne ratably by
each fund. The cost of the proxy solicitation is expected to be $_____ for The
Wright Managed Equity Trust, $____ for The Wright Managed Income Trust, $____
for The Wright EquiFund Equity Trust and $____ for Catholic Values Investment
Trust. The funds will reimburse banks, broker-dealer firms, and other persons
holding shares registered in their names or in the names of their nominees, for
their expenses incurred in sending proxy materials to and obtaining proxies
from the beneficial owners of such shares.
All proxy cards solicited by the boards of trustees that are properly
executed and received by the secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on a properly executed proxy card, it will be voted FOR the proposal
specified on the proxy card. For each trust, shares represented in person or by
proxy (including shares which abstain or do not vote with respect to the
proposal presented for shareholder approval) will be counted for purposes of
determining whether a quorum is present at the meeting. Abstentions from voting
will be treated as shares that are present and entitled to vote for purposes of
determining the number of shares that are present and entitled to vote with
respect to proposal 1, but will not be counted as a vote in favor of proposal
1. If a broker or nominee holding shares in "street name" indicates on the
proxy that it does not have discretionary authority to vote as to proposal 1,
those
<PAGE>
shares will not be considered as present and entitled to vote as to proposal 1.
Shareholders should note that while votes to abstain and "broker non-votes"
will be counted toward establishing a quorum, passage of the proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the proposal. For this reason, votes to abstain, broker non-votes and
votes against will have the same effect in determining whether the proposal is
approved.
In the event that sufficient votes by the shareholders of any fund in
favor of the proposal set forth in the notice of this meeting are not received
by the meeting date, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the shares present in person or by proxy at the
session of the meeting to be adjourned. The persons named as attorneys in the
enclosed proxy will vote in favor of such adjournment those proxies which they
are entitled to vote in favor of the proposal for which further solicitation of
proxies is to be made. They will vote against any such adjournment those
proxies required to be voted against the proposal. A shareholder vote may be
taken on the proposal in this proxy statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate. The costs
of any additional solicitation and of any adjourned session will be borne
ratably by the funds for whom the adjournment is called.
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL
REPORT AND ITS MOST RECENT SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST.
SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THESE REPORTS SHOULD DIRECT ALL
WRITTEN REQUESTS TO: H. DAY BRIGHAM, JR., SECRETARY. THE WRIGHT GROUP OF FUNDS,
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110, OR SHOULD CALL WRIGHT
SHAREHOLDER SERVICES AT 1-800-225-6265.
Submission of Shareholder proposals. The trusts do not hold annual
shareholders' meetings. Shareholders who want to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to the secretary of the applicable trust, 24 Federal Street,
Boston, Massachusetts 02110. Proposals must be received by the trust in advance
of a proxy solicitation to be included. The mere submission of a proposal does
not guarantee inclusion in the proxy statement because certain federal
securities law rules must be complied with.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
THE WRIGHT EQUIFUND EQUITY TRUST
CATHOLIC VALUES INVESTMENT TRUST
Dated: July 27, 1998
<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
EXHIBIT A
Shares of Beneficial Interest Outstanding as of the Record Date
The Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund
The Wright Managed Income Trust
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
The Wright EquiFund Equity Trust
Wright EquiFund -- Belgium/Luxembourg
Wright EquiFund -- Hong Kong/China
Wright EquiFund -- Japan
Wright EquiFund -- Mexico
Wright EquiFund -- Netherlands
Wright EquiFund -- Nordic
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund
A-1
<PAGE>
EXHIBIT B
Persons Owning More than 5% of Outstanding Shares of a Fund as of the Record
Date
The Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Chip Equities Fund
Wright International Blue Chip Equities Fund
The Wright Managed Income Trust
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
The Wright EquiFund Equity Trust
Wright EquiFund -- Belgium/Luxembourg
Wright EquiFund -- Hong Kong/China
Wright EquiFund -- Japan
Wright EquiFund -- Mexico
Wright EquiFund -- Netherlands
Wrigh EquiFund -- Nordic
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund
B-1
<PAGE>
EXHIBIT C
Form of
INVESTMENT ADVISORY CONTRACT
CONTRACT made this day of 1998, between [NAME OF TRUSTS], each a
Massachusetts business trust (the "Trusts"), on behalf of each series of the
Trusts which the Adviser (defined below) and the Trusts shall agree from time
to time are subject to this Contract, as set forth on Schedule A (collectively,
the "Funds" and individually, the "Fund"), and WRIGHT INVESTORS' SERVICE, INC.,
a Connecticut corporation (the "Adviser"):
1. Duties of the Adviser. Each Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Funds and, except as otherwise provided in an administration
agreement, to administer the Trust's affairs, subject to the supervision of the
Trustees of the Trust, for the period and on the terms set forth in this
Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
each Trust the advice and assistance of the Adviser's organization in the
choice of investments and in the purchase and sale of securities for each Fund
and to furnish for the use of the trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent any
Trust in any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each Trust with such investment management
and supervision as the trust may from time to time consider necessary for the
proper supervision of its funds. As investment adviser to the Funds, the
Adviser shall furnish continuously an investment program and shall determine
from time to time what securities shall be purchased, sold or exchanged and
what portion of each Fund's assets shall be held uninvested, subject always to
the applicable restrictions of the Trust's Declaration of trust, By-Laws and
registration statement under the Securities Act of 1933 and the Investment
Company Act of 1940, all as from time to time amended. The Adviser is
authorized, in its discretion and without prior consultation with the trust,
but subject to each Fund's investment objective, policies and restrictions, to
buy, sell, lend and otherwise trade in any stocks, bonds, options and other
securities and investment instruments on behalf of the funds, to purchase,
write or sell options on securities, futures contracts or indices on behalf of
the funds, to enter into commodities contracts on behalf of the Funds,
including contracts for the future delivery of securities or currency and
futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the funds. Should the Trustees of the Trust
at any time, however, make any specific determination as to investment policy
for 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
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<PAGE>
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. The
Adviser is expressly authorized to cause the Funds to pay any broker or dealer
who provides such brokerage and research service and products a commission for
executing a security transaction which exceeds the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular transaction or
the overall responsibilities which the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. Subject to
the requirement set forth in the second sentence of this paragraph, the Adviser
is authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of the applicable Fund or Trust or of
other investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, each Trust on behalf of
each Fund shall pay to the Adviser on the last day of each month a fee equal
(annually) to the percentage or percentages specified in Schedule B of the
average daily net assets of such Fund throughout the month, computed in
accordance with the Trust's Declaration of Trust, registration statement and
any applicable votes of the Trustees of the Trust.
If the Contract is initiated or terminated during any month with
respect to any Fund, each Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, agree not to impose all or a part
of the above compensation.
3. Allocation of Charges and Expenses. Each Trust will pay all of its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust shall include, without
limitation (i) expenses of maintaining the Trust and continuing its existence,
(ii) registration of the Trust under the Investment Company Act of 1940, (iii)
commissions, fees and other expenses connected with the purchase or sale of
securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for those purposes and for distributing them to
shareholders and investors, and fees and expenses of registering and
maintaining registration of the Trust and of the Trust's principal underwriter,
if any, as broker-dealer or agent under state securities laws, (ix) expenses of
reports and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset
value), (xiv) fees, expenses and disbursements of transfer agents and
registrars for all services to the Trust, (xv) expenses for servicing
shareholder accounts, (xvi) any direct charges to shareholders approved by the
Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of
the Trust, (xviii) the administration fee payable to the Trust's administrator,
(xix) the charges and expenses
C-2
<PAGE>
of the independent auditors, (xx) the charges and expenses of legal counsel to
the Trust and the Trustees, (xxi) distribution fees, if any, paid by a Fund in
accordance with Rule 12b-1 under the 1940 Act, and (xxii) such nonrecurring
items as may arise, including expenses incurred in connection with litigation,
proceedings and claims and the obligation of the Trust to indemnify its
Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Trust are or may be or become interested in the Adviser or
any of its affiliates as directors, officers, employees, stockholders or
otherwise and that directors, officers, employees and stockholders of the
Adviser or any of its affiliates are or may be or become similarly interested
in the Trust, and that the Adviser or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser or any of
its affiliates are or may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Adviser
or any of its affiliates may organize, sponsor or acquire, or with which it may
merge or consolidate, and which may include the words "Wright" or "Wright
Investors" or any combination thereof as part of their names, and that the
Adviser or any of its affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies or
entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to each Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to any Trust or to any shareholder of
the trust for any act or omission in the course of or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute any Trust's portfolio security transactions, and upon those terms and
conditions as may be agreed upon between the Adviser and the sub-investment
adviser; provided, however, that any subadvisory agreement shall be subject to
approval by the Trustees.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund up to
and including February 28, 2000 and shall continue in full force and effect as
to each Fund indefinitely thereafter, but only so long as such continuance
after February 28, 2000 is specifically approved at least annually (i) by the
vote of a majority of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund and (ii) by the vote of a majority
of those Trustees of the Trust who are not interested persons of the Adviser or
the Trust, in accordance with the requirements of the Investment Company Act of
1940 as now in effect or as hereafter amended, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation, order or interpretive position.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the
payment of any penalty, by action of its Board of Directors or Trustees, as the
case may be, and a Trust may, at any time upon such written notice to the
Adviser, terminate this Contract as to any fund by vote of a majority of the
outstanding voting securities of that Fund. This Contract shall terminate
automatically in the event of its assignment.
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<PAGE>
8. Amendments of the Contract. This Contract may be amended as to any
Fund by a writing signed by both parties hereto, provided that no material
amendment to this Contract shall be effective as to that Fund until approved
(i) by the vote of a majority of those Trustees of the affected Trust who are
not interested persons of the Adviser or the Trust and (ii) by vote of a
majority of the outstanding voting securities of that fund in accordance with
the requirements of the Investment Company Act of 1940, as now in effect or as
hereafter amended, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation, order or
interpretive position.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of each Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the applicable Trust for payment of claims or
obligations as between the Trust and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust. No Trust or Fund shall be liable for the obligations of any other Trust
or Fund hereunder.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
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 cent or more of the shares of the particular fund
present or represented by proxy at a meeting of shareholders of the fund if the
holders of more than 50 per cent of the outstanding shares of the particular
Fund are present or represented by proxy at the meeting, or (b) more than 50
per cent of the outstanding interests of the particular Fund, or such other
vote as may be required from time to time by the Investment Company Act of
1940.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
each Trust of the name "Wright" as part of the Trust's name and the name of
each Fund should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright." The
Adviser shall have the right to require a Trust to cease using the name
"Wright" as part of the Trust's name and the name of its Funds if the Trust
ceases, for any reasons, to employ the Adviser or one of its affiliates as the
Trust's investment adviser. Future names adopted by a Trust for itself and its
funds, insofar as such names include identifying words requiring the consent of
the Adviser, shall be the property of the Adviser and shall be subject to the
same terms and conditions.
[NAME OF TRUST] WRIGHT INVESTORS' SERVICE, INC.
By: ___________________________ By:_____________________________
Authorized Officer Authorized Officer
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<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
===============================================================================
SCHEDULE A
[Name of Trust]
[Funds Subject to Contract]
C-5
<PAGE>
SCHEDULE B
ANNUAL ADVISORY FEE RATES
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
----------------------------------------------------------------------
Under $100 Mil. $250 Mil. $500 Mil.
$100 Mil. to to to Over
$250 Mil. $500 Mil. $1 Bil. $1 Bil.
- -------------------------------------------------- ------------- -------------- ------------- ------------- ----------
Wright Managed Equity Trust
<S> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities
Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Wright Junior Blue Chip Equities Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Wright Major Blue Chip Equities Fund 0.45% 0.59% 0.57% 0.53% 0.48%
Wright International Blue Chip Equities
Fund 0.75% 0.79% 0.77% 0.73% 0.68%
Wright Managed Income Trust
Wright U.S. Treasury Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright U.S. Government Near Term Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright Total Return Bond Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright Current Income Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright U.S. Treasury Money Market Fund 0.35% 0.32% 0.32% 0.30% 0.30%
</TABLE>
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
----------------------------------------------------------------------
Under $500 Mil.
$500 Mil. to Over
$1 Bil. $1 Bil.
- -------------------------------------------------- ------------- -------------- -------------
Wright EquiFund Equity Trust
<S> <C> <C> <C>
Wright EquiFund -- Belgium/Luxembourg 0.75% 0.73% 0.68%
Wright EquiFund -- Hong Kong/China 0.75% 0.73% 0.68%
Wright EquiFund -- Japan 0.75% 0.73% 0.68%
Wright EquiFund -- Mexico 0.75% 0.73% 0.68%
Wright EquiFund -- Netherlands 0.75% 0.73% 0.68%
Wright EquiFund -- Nordic 0.75% 0.73% 0.68%
Catholic Values Investment Trust
Catholic Values Investment Trust
Equity Fund 0.75% 0.73% 0.68%
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT D
TRUST Date of Initial Most Recent Aggregate Advisory
Approval of Shareholder Fee Paid as of
Advisory Contract Approval Date 12/31/97
Wright Managed Equity Trust
<S> <C> <C> <C>
Wright Selected Blue Chip Equities Fund $437,112
Wright Junior Blue Chip Equities Fund 24,483
Wright Major Blue Chip Equities Fund 118,332
Wright International Blue Chip Equities 716,225
Fund
Wright Managed Income Trust
Wright U.S. Treasury Fund 73,974
Wright U.S. Government Near Term Fund 172,837
Wright Total Return Bond Fund 326,326
Wright Current Income Fund 94,877
Wright U.S. Treasury Money Market Fund 329,000
Wright EquiFund Equity Trust
Wright EquiFund -- Belgium/Luxembourg 48,012
Wright EquiFund -- Hong Kong/China 97,167
Wright EquiFund -- Japan 79,721
Wright EquiFund -- Mexico 229,596
Wright EquiFund -- Netherlands 92,173
Wright EquiFund -- Nordic 33,550
Catholic Values Investment Trust
Catholic Values Investment Trust Equity 0
Fund
</TABLE>
D-1
<PAGE>
EXHIBIT E
OTHER FUNDS MANAGED BY WRIGHT INVESTORS' SERVICE, INC.
Wright provides advisory services to Wright Selected Blue Chip Portfolio
and Wright International Blue Chip Portfolio, which have investment objectives
similar to those of Wright Selected Blue Chip Equities Fund and Wright
International Blue Chip Equities Fund, respectively. Each portfolio's net
assets and advisory fee rates as of December 31, 1997 are set forth in the
table.
<TABLE>
<CAPTION>
Net Assets Advisory Fee Rate
Under $500 Million Over
$500 Million to $1 Billion $1 Billion
<S> <C> <C> <C> <C>
Selected Blue Chip Portfolio $ 3,425,031 0.65% 0.60% 0.55%
International Blue Chip Portfolio 1,410,688 0.80% 0.75% 0.70%
</TABLE>
As a result of Wright's voluntary agreement to reduce its advisory fee
rate, the Portfolios paid advisory fees at the following rates as of December
31, 1997: Selected Blue Chip Portfolio -- 0.14% and International Blue Chip
Portfolio -- 0%.
E-1
<PAGE>
EXHIBIT F
PAYMENTS TO AFFILIATES OF WRIGHT INVESTORS' SERVICE, INC.
The following table sets forth the payments from the Funds to Wright
Investors' Service Distributor, Inc. ("WISDI") (an affiliate of Wright)
pursuant to the Funds' distribution and service plans for the fiscal year ended
December 31, 1997. No other affiliate of Wright received payments from the
Funds during that period.
TRUST Payments to WISDI Pursuant to
Distribution and Service Plans
Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund $ 531,616
Wright Junior Blue Chip Equities Fund 28,379
Wright Major Blue Chip Equities Fund 19,391
Wright International Blue Chip Equities 589,982
Fund
Wright Managed Income Trust
Wright U.S. Treasury Fund 148,895
Wright U.S. Government Near Term Fund 269,461
Wright Total Return Bond Fund 163,160
Wright Current Income Fund 166,583
Wright U.S. Treasury Money Market Fund -0-
Wright EquiFund Equity Trust
Wright EquiFund -- Belgium/Luxembourg 14,513
Wright EquiFund -- Hong Kong/China 32,389
Wright EquiFund -- Japan 26,574
Wright EquiFund -- Mexico 76,532
Wright EquiFund -- Netherlands 30,726
Wright EquiFund -- Nordic -0-
Catholic Values Investment Trust
Catholic Values Investment Trust Equity 5,861
Fund
F-1
<PAGE>
EXHIBIT G
Wright Investors' Service, Inc.
Additional Information about Wright
DIRECTORS AND OFFICERS. The following table provides information about the
directors and executive officers of Wright.
<TABLE>
Name & Address Principal Occupation or Employment
<S> <C>
H. Day Brigham, Jr. Director, Wright Investors' Service, Inc. Retired as officer
92 Reservoir Ave., Chestnut Hill, MA 02167 and/or director of Eaton Vance and its affiliates.
Judith R. Corchard Executive Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Peter M. Donovan President, Chief Executive Officer and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Eugene J. Helm Executive Vice President and Chief Financial Officer,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Albert L. Meric, Jr. Consultant and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George L. Rommel Senior Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Vincent M. Simko Senior Vice President, Secretary and Director,
1087 Broad St., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George Taylor Director, Wright Investors' Service, Inc. Retired.
179 Northwood Rd., Fairfield, CT 06432
Mildred Gibson Wright Chairman of the Board of Directors,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
</TABLE>
G-1
<PAGE>
[Form of Proxy Card]
The Wright Managed Equity Trust
The Wright Managed Income Trust
The Wright EquiFund Equity Trust
Catholic Values Investment Trust
(the "trusts")
24 Federal Street
Boston, Massachusetts 02110
This proxy is solicited on behalf of the trustees of the trusts for the special
meeting of shareholders (the "meeting") to be held at the offices of the trusts
on Wednesday, September 23, 1998, at 10:00 a.m., Eastern time. By signing this
proxy card, you appoint H. Day Brigham, James O'Connor and A. M. Moody, III,
whether they act together or separately, attorneys and proxies for you, with
full power of substitution and revocation to represent you and to vote all your
shares of [fund] which you are entitled to vote at the meeting and at any
adjournments of the meeting. By signing, you acknowledge that you received the
notice of the special meeting of shareholders and the accompanying proxy
statement and instruct the attorneys and proxies to vote the shares as indicated
on this proxy card. In their discretion, the proxies are authorized to vote upon
other business that may come before the meeting. Signing this proxy card revokes
any proxy you previously gave.
PLEASE SIGN AND DATE THE PROXY CARD, RETURN THE BOTTOM PORTION WITH YOUR
VOTE IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so
that the return address, located on the reverse side of the mail-in stub,
appears through the window of the envelope.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly signed, will be voted in the manner you directed. If you
make no direction, this proxy will be voted FOR the proposal. Please refer to
the proxy statement for a discussion of the proposal.
PLEASE MARK VOTES For Against Abstain
|X| AS IN THIS EXAMPLE
1. Approval of the investment advisory [] [] []
agreement with Wright Investors'
Service Inc.
Please be sure to sign and date this proxy card. Date
--------------------
Shareholder sign here Co-owner sign here
Please sign exactly as your name appears on this proxy, if joint owners,
EITHER may sign this proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
