THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
24 FEDERAL STREET, BOSTON, MA 02110
July 22, 1996
Dear Shareholders:
On August 21, 1996, a Special Meeting of Shareholders of the above
series (each a "Fund") of The Wright EquiFund Equity Trust (the "Trust") will be
held to consider three proposals. Adoption of these proposals with respect to
each Fund requires the approval of that Fund's shareholders. As a shareholder,
you are entitled to cast one vote for each share that you own. THE TRUSTEES OF
THE TRUST HAVE APPROVED THE PROPOSALS WITH RESPECT TO THE FUNDS AND BELIEVE THAT
THE PROPOSALS ARE IN THE BEST INTERESTS OF EACH SUCH FUND AND ITS SHAREHOLDERS.
VOTING TAKES ONLY A FEW MINUTES -- PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. If the
required votes are not received by the meeting date, it will be necessary to
send further mailings to secure them. This is a costly process and is paid for
by your Fund. Therefore, you, as a shareholder, ultimately pay for the expense
of a delayed vote. Please sign and return your proxy promptly to avoid this
unnecessary expense.
PROPOSALS YOU ARE VOTING ON.
At the meeting, shareholders will be asked to change the Funds' status
from diversified to non-diversified and to amend certain of the Funds'
fundamental investment restrictions to, among other things, conform the Funds'
to a nondiversified status.
Shareholders will also be asked to authorize the Trustees to adopt an
Amended and Restated Declaration of Trust (as set forth in Exhibit E to the
accompanying Proxy Statement) which would permit the future establishment of
multiple classes of shares of the Funds and other series of the Trust.
The matters to be presented at the meeting are described in detail in
the enclosed Proxy Statement. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE IN
FAVOR OF EACH PROPOSAL.
For the Board of Trustees
Peter M. Donovan, PRESIDENT
THIS IS A VERY IMPORTANT MEETING. IF YOU DO NOT PLAN
TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
<PAGE>
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
24 FEDERAL STREET, BOSTON, MA 02110
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 21, 1996
A Special Meeting of Shareholders of the series listed above (each a
"Fund") of The Wright EquiFund Equity Trust (the "Trust") will be held at the
principal office of the Trust, 24 Federal Street, Boston, Massachusetts, on
August 21, 1996 commencing at 10:00 a.m. (Boston time).
THE MEETING IS BEING HELD FOR THE FOLLOWING PURPOSES:
1. To consider and act upon a proposal to change each Fund's
diversification status from diversified to nondiversified.
2. To consider and act upon a proposal to eliminate, reclassify
or amend certain of the Funds' fundamental investment
restrictions (as set forth in Exhibits C and D to the
accompanying Proxy Statement).
3. To authorize the Trustees to adopt an Amended and
Restated Declaration of Trust (as set forth in Exhibit E to
the accompanying Proxy Statement) which will permit the future
establishment of multiple classes of shares of the Funds and
other series of the Trust.
4. To consider and act upon any matters incidental to the
foregoing purposes or any of them, and any other matters
which may properly come before said meeting or any adjourned
session thereof.
These proposals are discussed in greater detail in the accompanying Proxy
Statement.
<PAGE>
This meeting is called pursuant to the By-Laws of the Trust. The Trustees
have fixed the close of business on July 17, 1996 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 Board of Trustees
July 22, 1996 H. Day Brigham, Jr., SECRETARY
IMPORTANT -- SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE A QUORUM BY
PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE>
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
24 FEDERAL STREET, BOSTON, MA 02110
July 22, 1996
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meeting of
the Shareholders of Wright EquiFund-Belgium/Luxembourg, Wright EquiFund-Britain,
Wright EquiFund-Germany, Wright EquiFund-Hong Kong, Wright EquiFund-Japan,
Wright EquiFund-Mexico, Wright EquiFund-Netherlands, Wright EquiFund-Nordic and
Wright EquiFund-Switzerland, each a series of The Wright EquiFund Equity Trust
(the "Trust"), to be held on August 21, 1996, for the benefit of shareholders
who do not expect to be present at the meeting. This proxy is solicited on
behalf of the Board of Trustees of the Trust, and is revocable by the person
giving it at any time prior to exercise by a signed writing filed with the
Funds' transfer agent, First Data Investors Services Group, BOS725, P.O. Box
1559, Boston, Massachusetts 02104, or by executing and delivering a later dated
proxy, or by attending the meeting and voting his or her shares in person. Each
shareholder may specify the manner in which he or she desires the proxy to be
voted upon the matters referred to in the proxy; in the absence of such
specification, the proxy will authorize the persons named as attorneys, or any
of them, to vote in favor of each such matter. This proxy material is first
being mailed to shareholders on or about July 22, 1996.
The Trustees have fixed the close of business on July 17, 1996, 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 July 17, 1996 is set forth in Exhibit A.
The persons who held of record more than 5% of the outstanding shares
of a Fund as of July 17, 1996 are set forth in Exhibit B. To the knowledge of
the Trust, no other person owns (of record or beneficially) more than 5% of the
outstanding shares of a Fund.
Shareholders of the Funds are being asked to vote on the Proposals as
follows:
Shareholders entitled to
Proposal Purpose Vote on Proposal
- -------- --------------------- ---------------------------
1 To change the Funds' To be voted on by each Fund
diversification status as a separate class
From diversified to
nondiversified
<PAGE>
2 To eliminate, reclassify To be voted on by each of Wright
or amend certain EquiFund-Belgium/Luxembourg,
fundamental investment Wright EquiFund-Germany, Wright
restrictions EquiFund-Hong Kong, Wright
EquiFund-Japan,Wright EquiFund-
Netherlands, Wright EquiFund-
Nordic and WrightEquiFund-
Switzerland as a separate class
To eliminate, reclassify To be voted on by each of Wright
or amend certain EquiFund-Britain and Wright
fundamental investment EquiFund- Mexico as a separate
restrictions class
3 To authorize the Trustees To be voted on by all of the
to adopt an Amended Funds as a single class
and Restated
Declaration of Trust
The Trustees know of no matter other than those mentioned in Proposals
1 through 3 of the Notice 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 attorneys in the enclosed proxy to vote the proxies in accordance with
their judgment in regard to such matter.
PROPOSAL 1. CHANGE IN DIVERSIFICATION STATUS
As a diversified fund under the Investment Company Act of 1940 (the
"Act") a Fund may not (with respect to 75% of its total assets) invest more than
5% of total assets in any one issuer (excluding the U.S. Government) or own more
than 10% of the outstanding voting securities of any one issuer. Pursuant to the
Act, a change in a Fund's diversification status requires shareholder approval.
The purpose of this Proposal is to change each Fund's diversification status
under the Act from diversified to nondiversified. As a nondiversified fund, each
Fund would be subject to the foregoing percentage limits with respect to only
50% of its total assets and only on the last day of each fiscal quarter.
Because of the limited number of issuers within a particular country or
region, the Funds may need the ability to invest (with respect to a larger
percentage of assets) more than 5% of assets in a single issuer. Changing the
Funds' status would provide the Fund with this ability. To the extent that a
Fund invests a greater percentage of assets in a single issuer, it will be more
susceptible to any adverse economic or political occurrence affecting that
issuer
VOTE REQUIRED TO APPROVE PROPOSAL 1
Approval of the Proposal with respect to a Fund requires the
affirmative vote of a majority of the outstanding voting securities of each
Fund, which term as used in this Proxy Statement means the vote of the lesser of
(a) more than 50% of the outstanding shares of the Fund, or (b) 67% of the
shares of the Fund present at the meeting if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy at the
meeting.
<PAGE>
The Trustees have considered various factors and believe the Proposal
will increase investment flexibility and is in the best interests of the Funds
and their shareholders. If the Proposal is not approved by a Fund, the Fund will
continue to be a diversified fund and a shareholder vote will be required in
order to change that status. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE
IN FAVOR OF A CHANGE IN THE FUNDS' DIVERSIFICATION STATUS FROM DIVERSIFIED TO
NONDIVERSIFIED.
PROPOSAL 2. TO APPROVE THE ELIMINATION, RECLASSIFICATION OR
AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
The Act requires a registered investment company series like each Fund
to have certain investment restrictions which can be changed only by a
shareholder vote. Investment company series may also elect to designate other
restrictions which may be changed only by a shareholder vote. Both types of
restrictions are often referred to as "fundamental" restrictions. Some
fundamental restrictions adopted by the Funds reflect certain regulatory,
business or industry conditions which are no longer in effect. Accordingly, the
Trustees authorized a review of the Funds' fundamental restrictions to simplify,
standardize and modernize those restrictions that are required to be fundamental
and to eliminate as fundamental certain restrictions that are not now required
to be fundamental under state securities ("Blue Sky") laws or the positions of
the staff of the Securities and Exchange Commission (the "Commission") in
interpreting the Act. If not required to be fundamental, depending on the
circumstances, the restriction would be reclassified as a nonfundamental
restriction in the same or a modified form, or eliminated completely.
Nonfundamental restrictions can be changed by the Trustees without shareholder
approval.
This Proposal seeks shareholder approval of the proposed changes to the
fundamental restrictions that are discussed in detail below. Please refer to the
changes to the restrictions set forth in Exhibits C and D. By reducing to a
minimum those restrictions that can be changed only by shareholder vote, each
Fund would be able to avoid the costs and delay associated with a future
shareholder meeting. In addition, the Trustees believe that the investment
adviser's ability to manage the Funds' Portfolios in a changing regulatory or
investment environment will be enhanced and accordingly, that investment
management opportunities will be increased. The numerical references to the
Funds' investment restrictions correspond to the paragraphs in the relevant
Exhibit. If this Proposal is approved, the restrictions will be reordered and
renumbered.
If approved, the proposed changes will not affect current management of
a Fund's portfolio. Moreover, except for the elimination of the existing
diversification restriction, the changes will be made regardless of whether the
other proposals in this proxy statement are approved.
FOR WRIGHT EQUIFUND-BELGIUM/LUXEMBOURG, WRIGHT EQUIFUND-GERMANY, WRIGHT
EQUIFUND-HONG KONG, WRIGHT EQUIFUND-JAPAN, WRIGHT EQUIFUND-NETHERLANDS, WRIGHT
EQUIFUND- NORDIC AND WRIGHT EQUIFUND-SWITZERLAND (SEE EXHIBIT C ATTACHED).
ELIMINATION OF ONE RESTRICTION
The Trustees propose to eliminate Restriction (13) concerning the
diversification as to 75% of total assets by issuer. This restriction does not
apply to nondiversified funds. If Proposal 1 is approved, the Funds will become
nondiversified. If Proposal 1 is not approved, this restriction will be
retained.
<PAGE>
RECLASSIFICATION AND AMENDMENT OF CERTAIN RESTRICTIONS
The Trustees also propose that Restrictions (2), (3), (4), (5), (10)
and (11) be eliminated as fundamental, but be retained as nonfundamental
policies of each Fund (which could be thereafter amended or eliminated by
Trustee vote). These restrictions may be required under various state "Blue Sky"
laws and/or federal laws, but are not required to be fundamental policies of a
Fund.
Restriction (2) prohibits pledging, mortgaging or hypothecating the
assets of a Fund to an extent greater than 1/3 of the total assets of the Fund
taken at market value. State law no longer requires pledging restrictions.
Restriction (3), which restates the issuer diversification test imposed
by Subchapter M of the Internal Revenue code of 1996, is not required to be
fundamental.
Restriction (4) prohibits a Fund from purchasing a security if
individuals affiliated with the Fund own beneficially more than 5% of that
security. If reclassified as nonfundamental, this restriction could be revised
in the future to permit such affiliated investments if relevant state laws
change.
Restriction (5) prohibits a Fund from engaging in short sales unless
they are "against the box". In a short sale, a Fund would sell a borrowed
security with a corresponding obligation to return the same security. If
reclassified as nonfundamental, the restriction could be revised in the future
to permit other types of short sales if permitted by law.
Restriction (10) prohibits the purchase from or sale to any affiliated
person, in a principal transaction, of portfolio securities of the Fund. These
principal transactions are circumscribed by the Act's provisions on affiliated
transactions. The investment adviser's code of ethics enables it to monitor
transactions with the Fund.
Restriction (11) concerning investments in other investment companies
does not contain all of the provisions in the Act regarding such investments. In
addition to reclassifying this restriction as nonfundamental, the Trustees
recommend amendment of this restriction to provide that a Fund will not purchase
securities issued by another investment company, except as permitted by the Act.
If shareholders approve the proposed reclassification of certain
investment restrictions as nonfundamental, a future change in any of these
restrictions could be effected by the Trustees without shareholder approval if
the Trustees determined that such a change was appropriate and desirable. The
Trustees have no present intention of amending or eliminating the foregoing
restrictions if they are reclassified. The Trustees believe, however, that this
reclassification of restrictions will enable each Fund to respond more rapidly
to future changes in the Fund's competitive and regulatory environment.
AMENDMENT TO CERTAIN RESTRICTIONS
The Trustees propose to amend several fundamental restrictions.
Restriction (1) concerning borrowing and senior securities has been
revised to permit borrowing and the issuance of senior securities to the extent
consistent with the Act. The positions of the staff of the Commission on
borrowings and senior securities have evolved in recent years with the
development of new investment strategies, such as reverse repurchase agreements
and futures transactions. Each Fund would like the ability to consider the use
of new investment techniques consistent with the Act as interpretations of the
Act are further developed.
<PAGE>
Restriction (6) concerning commodities is being amended for clarity.
Restriction (7) concerning industry concentration has been revised to
conform to the current requirements of the Act.
Restriction (12) concerning investments in real estate is being amended
in order to expressly permit a Fund to invest in securities secured by real
estate and securities of companies which invest or deal in real estate, which
was previously implied.
FOR WRIGHT EQUIFUND-BRITAIN AND WRIGHT EQUIFUND-MEXICO (SEE EXHIBIT D
ATTACHED).
ELIMINATION OF ONE RESTRICTION
The Trustees propose to eliminate Restriction (8) requiring issuer
diversification as to 75% of total assets. This restriction does not apply to
nondiversified funds. If Proposal 1 is approved, the Funds will become
nondiversified. If Proposal 1 is not approved, this restriction will be
retained.
RECLASSIFICATION OF ONE RESTRICTION
The Trustees also propose that Restriction (2) be eliminated as
fundamental, but be retained as a nonfundamental policy of each Fund (which
could be thereafter amended or eliminated by Trustee vote).
Restriction (2) prohibits pledging, mortgaging or hypothecating the
assets of a Fund to an extent greater than 1/3 of the total assets of the Fund
taken at market value. State law no longer requires pledging restrictions.
If shareholders approve the proposed reclassification of this
investment restriction as nonfundamental, a future change in this restriction
could be effected by the Trustees without shareholder approval if the Trustees
determined that such a change was appropriate and desirable. The Trustees have
no present intention of amending or eliminating the foregoing restriction if it
is reclassified. The Trustees believe, however, that this reclassification of
this restriction will enable each Fund to respond more rapidly to future changes
in the Fund's competitive and regulatory environment.
AMENDMENT TO CERTAIN RESTRICTIONS
The Trustees propose to amend several fundamental restrictions.
Restriction (1) concerning borrowing and senior securities has been
revised to permit borrowing and the issuance of senior securities to the extent
consistent with the Act. The positions of the staff of the Commission on
borrowings and senior securities have evolved in recent years with the
development of new investment strategies, such as reverse repurchase agreements
and futures transactions. Each Fund would like the ability to consider the use
of new investment techniques consistent with the Act as interpretations of the
Act are further developed.
Restriction (3) concerning commodities is being amended for clarity.
Restriction (4) concerning industry concentration has been revised to
conform to the current requirements of the Act.
<PAGE>
VOTE REQUIRED TO APPROVE PROPOSAL 2
Approval of the Proposal requires the affirmative vote of a majority of
the outstanding voting securities of a Fund as set forth under "Vote Required to
Approve Proposal 1" above.
The Trustees have considered various factors and believe that this
Proposal will increase investment management flexibility and is in the best
interests of each Fund and its shareholders. If the Proposal is not approved
with respect to a Fund, that Fund's current fundamental restrictions will remain
in effect and a shareholder vote will be required before the Fund can engage in
activities prohibited by a current fundamental restriction. THE TRUSTEES
RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE ELIMINATION,
RECLASSIFICATION OR AMENDMENT OF CERTAIN OF THEIR FUND'S INVESTMENT
RESTRICTIONS.
PROPOSAL 3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED
AND RESTATED DECLARATION OF TRUST
The Trustees recommend that the shareholders authorize them to adopt
and execute an Amended and Restated Declaration of Trust for the Trust in the
form attached to this Proxy Statement as Exhibit E. The Amended and Restated
Declaration of Trust is a more modern form of trust instrument for a
Massachusetts business trust that is a series investment company under the Act,
and will enhance each Fund's ability to operate effectively in the extremely
competitive market place for similar mutual funds.
The Trustees may amend and restate the existing declaration of trust
when authorized by a majority of the Trustees and a majority of the outstanding
shares of each Fund affected by the amendment. At a meeting held on June 19,
1996, the Trustees approved the execution of the Amended and Restated
Declaration of Trust, and voted to submit the Amended and Restated Declaration
of Trust to the shareholders for their authorization at this meeting. The
Trustees, therefore, unanimously recommend that the shareholders vote to
authorize them to adopt and execute the Amended and Restated Declaration of
Trust.
One important result of adopting the Amended and Restated Declaration
of Trust will be that the Trustees will be authorized to divide the shares of a
Fund into classes of shares, and to fix and determine the relative rights and
preferences as between the different classes of shares so established. This
change will enable the Trustees to establish multiple classes of shares within
each series should they deem it appropriate to do so in the future. Many other
mutual funds that compete with the Fund have the power to establish multiple
classes of shares, and the Trustees consider this change important if the Fund
is to remain competitive in the marketplace. The Trustees of the Trust currently
do not contemplate establishing additional classes.
In addition, the Trustees have determined to utilize this opportunity
to make certain other improvements in the Trust's governing trust instrument
that will modernize various outdated provisions, permit greater flexibility in
each Fund's operations, and result in possible cost savings in future years. For
example, a Fund's expenses could be reduced by eliminating the need for
shareholder authorization of non-material amendments to the declaration of
trust.
Shareholders of all series of the Trust will vote together as a single
class on this proposal. An affirmative vote of a majority of the outstanding
shares of the Trust entitled to vote at this meeting will be required to
authorize the Trustees to adopt and execute the Amended and Restated Declaration
of Trust. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE TO
AUTHORIZE THE TRUSTEES TO ADOPT THE AMENDED AND RESTATED DECLARATION OF TRUST,
THE TEXT OF WHICH IS SET FORTH IN EXHIBIT E TO THIS PROXY STATEMENT.
<PAGE>
Failure to receive the affirmative vote on this Proposal will not
preclude acting on any other Proposal set forth in this Proxy Statement that has
received the required affirmative vote.
NOTICE TO BANKS AND BROKER/DEALERS
The 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 owners of shares. Should additional proxy material be
required for beneficial owners, please forward such requests to: First Data
Investor Services Group, Eaton Vance 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 Board of Trustees of the Trust
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 officers of the Trust, 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 expenses connected with the solicitation of these proxies and
with any further proxies that may be solicited by the Trust's officers, by the
investment adviser's personnel, by the transfer agent, First Data Investor
Services Group, or by broker-dealer firms, in person, by telephone or by
telegraph will be borne ratably by each Fund. 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 Board 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 the proxy card, it will be voted for the matters specified on the proxy
card. Any proxies not voted, will not be counted toward establishing a quorum.
Shareholders should note that while votes to abstain and "broker non-votes" will
be counted toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and votes
against will have the same effect in determining whether a Proposal is approved.
In the event that sufficient votes by the shareholders of any Fund in
favor of any 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 such Proposal. A shareholder vote may be taken on
one or more of the Proposals 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.
<PAGE>
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL
REPORT AND ITS MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO
ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO OBTAIN A COPY OF SUCH
REPORTS SHOULD DIRECT ALL WRITTEN REQUESTS TO: H. DAY BRIGHAM, JR., SECRETARY,
THE WRIGHT EQUIFUND EQUITY TRUST, 24 FEDERAL STREET, BOSTON, MASSACHUSETTS
02110, OR SHOULD CALL EATON VANCE SHAREHOLDER SERVICES AT 1-800-225-6265.
SUBMISSION OF SHAREHOLDER PROPOSALS. The Trusts and the Funds do not
hold annual shareholders' meetings. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholders' meeting should
send their written proposals to the Secretary of the Trust, 24 Federal Street,
Boston, Massachusetts 02110. Proposals must be received in advance of a proxy
solicitation to be included and 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 EQUIFUND EQUITY TRUST
July 22, 1996
<PAGE>
EXHIBIT A
No. Of Shares Outstanding
Fund on July 17, 1996
-------------------------
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
<PAGE>
EXHIBIT B
As of July 17, 1996, the following shareholders of the specified Fund
owned of record the percentage of shares indicated after their names:
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
<PAGE>
As of July 17, 1996, , broker-dealer, held of record the following
percentages of the outstanding shares, which they held on behalf of their
customers who are the beneficial owners of such shares. Such firm has informed
the Funds that none of their customers beneficially owned more than 5% of the
outstanding shares.
Name of Fund Percentage of Shares
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Germany
Wright EquiFund-Hong Kong
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
Wright EquiFund-Switzerland
<PAGE>
EXHIBIT C
FUNDAMENTAL INVESTMENT RESTRICTIONS FOR:
WRIGHT EQUIFUND-BELGIUM/LUXEMBOURG WRIGHT EQUIFUND-JAPAN
WRIGHT EQUIFUND-GERMANY WRIGHT EQUIFUND-NETHERLANDS
WRIGHT EQUIFUND-HONG KONG WRIGHT EQUIFUND-NORDIC
WRIGHT EQUIFUND-SWITZERLAND
Set forth below are the proposed changes to each Fund's fundamental
investment restrictions.
[PROPOSED ADDITIONS IN ITALICS AND PROPOSED DELETIONS IN BRACKETS]
As a matter of fundamental investment policy, each Fund may not:
(1) Borrow money [other than from banks and then only up to 1/3 of the
current market value of its total assets (including the amount borrowed) and
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 other than its shares
of beneficial interest except as appropriate to evidence indebtedness which the
Fund is permitted to incur. (Each Fund anticipates paying interest on borrowed
money at rates comparable to its yield and no Fund has any intention of
attempting to increase its net income by means of borrowing)] OR ISSUE SENIOR
SECURITIES, EXCEPT AS PERMITTED BY THE 1940 ACT;
*(2) Pledge, mortgage or hypothecate its assets to an extent
greater than 1/3 of the total assets of the Fund taken at market;
*(3) Purchase the securities of any one issuer (other than obligations
issued or guaranteed by the U.S. Government or any of its agencies, or
securities of other regulated investment companies) if, as a result of such
purchase, more than 5% of that Fund's total assets (taken at current value)
would be invested in the securities of such issuer or securities of any one
issuer held by that Fund would exceed 10% of the outstanding voting securities
of such issuer at the end of any [fiscal] quarter of the Fund'S TAXABLE YEAR,
provided that, with respect to 50% of the Fund's assets, the Fund may invest up
to 25% of its assets in the securities of any one issuer;
*(4) Purchase or retain securities of any issuer if 5% or more of the
issuer's securities are owned by those officers and Trustees of the Trust or its
investment adviser or administrator who own individually more than 1/2 of 1% of
the issuer's securities;
*(5) Purchase securities on margin [or], make short sales except
sales against the box or purchase warrants;
* This restriction would become a nonfundamental restriction.
<PAGE>
(6) [Buy] PURCHASE or sell PHYSICAL COMMODITIES OR CONTRACTS
FOR THE PURCHASE OR SALE OF PHYSICAL COMMODITIES. PHYSICAL COMMODITIES
DO NOT INCLUDE FUTURES CONTRACTS WITH RESPECT TO SECURITIES, SECURITIES
INDICES, CURRENCY OR OTHER FINANCIAL INSTRUMENTS [commodities, or
commodity contracts (except that the Fund may purchase or sell
currencies and put and call options on securities, indices or
currencies and enter into forward foreign currency exchange contracts),
unless acquired as a result of ownership of securities];
(7) Purchase any securities which would cause [more than] 25%
OR MORE of the market value of its 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 obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities;
(8) Underwrite securities issued by other persons except to
the extent that the purchase of securities in accordance with a Fund's
investment objectives and policies directly from the issuer thereof and
the later disposition thereof may be deemed to be underwriting;
(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, if any, in accordance
with the Fund's investment objective and policies may be deemed to be
loans;
*(10) Purchase from or sell to any of the Trust's Trustees or
officers, its investment adviser, its administrator, its principal
underwriter, if any, or the officers or directors of said investment
adviser, administrator, [or] AND principal underwriter, portfolio
securities of the Fund;
*(11) Purchase [or retain] securities ISSUED BY ANOTHER
INVESTMENT COMPANY, EXCEPT AS PERMITTED BY THE 1940 ACT [of other
open-end investment companies, except when such purchases are part of a
merger, consolidation, reorganization or assets acquisition];
(12) [Acquire] PURCHASE OR SELL real estate ,EXCEPT THAT A
FUND [but it] may (I) ACQUIRE OR lease office space for its own use
[and invest in (1) readily marketable interests of real estate or real
estate limited partnership interests, investment trusts or readily
marketable securities of issuers (other than real estate limited
partnerships) whose business involves the purchase of real estate; and
(2)] , (II) INVEST IN SECURITIES OF ISSUERS THAT INVEST IN REAL ESTATE
OR INTERESTS THEREIN, (III) INVEST IN securities THAT ARE secured by
real estate or interests therein, (IV) PURCHASE AND SELL
MORTGAGE-RELATED SECURITIES AND (V) HOLD AND SELL REAL ESTATE ACQUIRED
BY A FUND AS A RESULT OF THE OWNERSHIP OF SECURITIES; or
[(13) With respect to 75% of its total assets, (i) invest more
than 5% of its total assets in securities of any one issuer, excluding
securities issued or guaranteed by the United States government or by
its agencies and instrumentalities and options or (ii) purchase more
than 10% of the voting securities of any class of any issuer.]
* This restriction would become a nonfundamental restriction.
<PAGE>
EXHIBIT D
FUNDAMENTAL INVESTMENT RESTRICTIONS FOR:
WRIGHT EQUIFUND-BRITAIN WRIGHT EQUIFUND-MEXICO
Set forth below are the proposed changes to each Fund's fundamental
investment restrictions.
[PROPOSED ADDITIONS IN ITALICS AND PROPOSED DELETIONS IN BRACKETS]
As a matter of fundamental investment policy, each Fund may not:
(1) Borrow money [other than from banks and then only up to 1/3 of the
current market value of its total assets (including the amount borrowed) and
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 other than its shares
of beneficial interest except as appropriate to evidence indebtedness which the
Fund is permitted to incur. (Each Fund anticipates paying interest on borrowed
money at rates comparable to its yield and no Fund has any intention of
attempting to increase its net income by means of borrowing)] OR ISSUE SENIOR
SECURITIES, EXCEPT AS PERMITTED BY THE 1940 ACT;
*(2) Pledge, mortgage or hypothecate its assets to an extent
greater than 1/3 of the total assets of the Fund taken at market;
(3) [Buy] PURCHASE or sell PHYSICAL COMMODITIES OR CONTRACTS FOR THE
PURCHASE OR SALE OF PHYSICAL COMMODITIES. PHYSICAL COMMODITIES DO NOT INCLUDE
FUTURES CONTRACTS WITH RESPECT TO SECURITIES, SECURITIES INDICES, CURRENCY OR
OTHER FINANCIAL INSTRUMENTS [commodities, or commodity contracts (except that
the Fund may purchase or sell currencies and put and call options on securities,
indices or currencies and enter into forward foreign currency exchange
contracts), unless acquired as a result of ownership of securities];
(4) Purchase any securities which would cause [more than] 25% OR MORE
of the market value of its 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 obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities;
(5) Underwrite securities issued by other persons except to the extent
that the purchase of securities in accordance with a Fund's investment
objectives and policies directly from the issuer thereof and the later
disposition thereof may be deemed to be underwriting;
(6) 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, if any, in accordance with the Fund's investment
objective and policies may be deemed to be loans;
* This restriction would become a nonfundamental restriction.
<PAGE>
(7) Purchase or sell real estate, except that a Fund may (i)
acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in securities that are secured by real estate or interests
therein, (iv) purchase and sell mortgage-related securities and (v)
hold and sell real estate acquired by a Fund as a result of the
ownership of securities; or
[(8) With respect to 75% of its total assets, (i) invest more
than 5% of its total assets in securities of any one issuer, excluding
securities issued or guaranteed by the U.S Government or by its
agencies and instrumentalities and options thereon or (ii) purchase
more than 10% of the voting securities of any class of any issuer.]
<PAGE>
EXHIBIT E
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
THE WRIGHT EQUIFUND EQUITY TRUST
DATED: , 1996
AMENDED AND RESTATED DECLARATION OF TRUST made , 1996 by the undersigned
Trustees, being a majority of the Trustees in office on such date: Peter M.
Donovan, H. Day Brigham, Jr., Winthrop S. Emmet, Leland Miles, A.M. Moody, III,
Lloyd F. Pierce, George R. Prefer and Raymond Van Houtte (hereinafter referred
to collectively as the "Trustees" and individually as a "Trustee", which terms
shall include any successor Trustees or Trustee and any present Trustees who are
not signatories to this instrument).
WHEREAS, on July 14, 1989, the initial Trustees established a trust under a
Declaration of Trust, which was subsequently amended and restated on December
20, 1989, for the investment and reinvestment of funds contributed therefor; and
WHEREAS, a majority of the Trustees desire to further amend and restate
said Amended and Restated Declaration of Trust pursuant to the provisions
thereof;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed under
this Declaration of Trust as so amended and restated for the benefit of the
holders, from time to time, of the shares of beneficial interest issued
hereunder and subject to the provisions set forth below.
ARTICLE I
NAME AND DEFINITIONS
SECTION 1.1. NAME. The name of the trust created hereby is The Wright
EquiFund Equity Trust (the "Trust").
SECTION 1.2. DEFINITIONS. Wherever they are used herein, the following
terms have the following respective meanings.
(a) "ADMINISTRATOR" means the party, other than the Trust, to a contract
described in Section 3.3 hereof.
(b) "BY-LAWS" means the By-Laws referred to in Section 2.5 hereof, as from
time to time amended.
(c) "CLASS" means any division or Class of Shares within a Series or Fund,
which Class is or has been established within such Series or Fund in accordance
with the provisions of Article V.
(d) "COMMISSION" has the meaning given it in the 1940 Act.
<PAGE>
(e) "CUSTODIAN" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).
(f) "DECLARATION" means this Declaration of Trust as amended from time to
time. Reference in this Declaration of Trust to "Declaration," "hereof," and
"hereunder" shall be deemed to refer to this Declaration rather than exclusively
to the article or section in which such words appear.
(g) "FUND" or "FUNDS," individually or collectively, means the separate
Series of Shares of the Trust, together with the assets and liabilities
belonging and allocated thereto.
(h) "HIS" shall include the feminine and neuter, as well as the masculine,
genders.
(i) The term "INTERESTED PERSON" has the meaning specified in the 1940 Act
subject, however, to such exceptions and exemptions as may be granted by the
Commission in any rule, regulation or order.
(j) "INVESTMENT ADVISER" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.
(k)The "1940 ACT" means the Investment Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time.
(l) "PERSON" means and includes individuals, corporations, partnerships,
trusts, associations, firms, joint ventures and other entities, whether or not
legal entities, as well as governments, instrumentalities, and agencies and
political subdivisions thereof, and quasi-governmental agencies and
instrumentalities.
(m) "PRINCIPAL UNDERWRITER" means the party, other than the Trust, to a
contract described in Section 3.1 hereof.
(n) "PROSPECTUS" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under the
Securities Act of 1933 as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time.
(o) "SERIES" individually or collectively means such separately managed
component(s) or Fund(s) of the Trust (or, if the Trust shall have only one such
component or Fund, then that one) as may be established and designated from time
to time by the Trustees pursuant to Section 5.5 hereof.
(p) "SHAREHOLDER" means a record owner of Outstanding Shares. A Shareholder
of Shares of a Series shall be deemed to own a proportionate undivided
beneficial interest in such Series equal to the number of Shares of each Series
of which he is the record owner divided by the total number of Outstanding
Shares of such Series. A Shareholder of Shares of a Class within a Series shall
be deemed to own a proportionate undivided beneficial interest in such Class
equal to the number of Shares of such Class of which he is the record owner
divided by the total number of Outstanding Shares of such Class. As used herein
the term "Shareholder" shall, when applicable to one or more Series or Funds or
to one or more Classes thereof, refer to the record owners of Outstanding Shares
of such Series, Fund or Funds or of such Class or Classes of Shares.
<PAGE>
(q) "SHARES" means the equal proportionate units of interest into which the
beneficial interest in the Trust shall be divided from time to time, including
the Shares of any and all Series or of any Class within any Series (as the
context may require) which may be established by the Trustees, and includes
fractions of Shares as well as whole Shares. "OUTSTANDING SHARES" means those
Shares shown from time to time on the books of the Trust or its Transfer Agent
as then issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held in the
treasury of the Trust.
(r) "TRANSFER AGENT" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders, the
number of Shares credited to each account, and the like.
(s) "TRUST" means The Wright EquiFund Equity Trust. As used herein the term
Trust shall, when applicable to one or more Series or Funds, refer to such
Series or Funds.
(t) The "TRUSTEES" means the persons who have signed this Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who now serve or may from time to time be duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof and the By-Laws of the Trust, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in this capacity or their
capacities as Trustees hereunder.
(u) "TRUST PROPERTY" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the account of the Trust or the
Trustees, including any and all assets of or allocated to any Series or Class,
as the context may require.
(v) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in conjunction
with the establishment of any Series or Class of Shares, the term "VOTE" when
used in connection with an action of Shareholders shall include a vote taken at
a meeting of Shareholders or the consent or consents of Shareholders taken
without such a meeting. Except as such term may be otherwise defined by the
Trustees in connection with any meeting or other action of Shareholders or in
conjunction with the establishment of any Series or Class of Shares, the term
"VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" as used in Sections
8.2 and 8.4 shall have the same meaning as is assigned to that term in the 1940
Act.
ARTICLE II
TRUSTEES
SECTION 2.1. MANAGEMENT OF THE TRUST. The business and affairs of the Trust
shall be managed by the Trustees and they shall have all powers and authority
necessary, appropriate or desirable to perform that function. The number, term
of office, manner of election, resignation, filling of vacancies and procedures
with respect to meetings and actions of the Trustees shall be as prescribed in
the By-Laws of the Trust.
SECTION 2.2. GENERAL POWERS. The Trustees in all instances shall act as
principals for and on behalf of the Trust and the applicable Series thereof, and
their acts shall bind the Trust and the applicable Series. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider necessary, appropriate
or desirable in connection with the management of the Trust. The Trustees shall
not be bound or limited in any way by
<PAGE>
present or future laws, practices or customs in regards to trust
investments or to other investments which may be made by fiduciaries, but shall
have full authority and power to make any and all investments which they, in
their uncontrolled discretion, shall deem proper to promote, implement or
accomplish the various objectives and interests of the Trust and of its Series
of Shares. The Trustees shall have full power and authority to adopt such
accounting and tax accounting practices as they consider appropriate for the
Trust and for any Series or Class of Shares. The Trustees shall have exclusive
and absolute control over the Trust Property and over the business of the Trust
to the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, and with such full powers of delegation as the
Trustees may exercise from time to time. The Trustees shall have power to
conduct the business of the Trust and carry on its operations in any and all of
its branches and maintain offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the United
States of America and of foreign governments, and to do all such other things as
they deem necessary, appropriate or desirable in order to promote or implement
the interests of the Trust or of any Series or Class of Shares although such
things are not herein specifically mentioned. Any determination as to what is in
the best interests of the Trust or of any Series or Class of Shares made by the
Trustees in good faith shall be conclusive and binding upon all Shareholders. In
construing the provisions of this Declaration, the presumption shall be in favor
of a grant of plenary power and authority to the Trustees.
The enumeration of any specific power in this Declaration shall not be
construed as limiting the aforesaid general and plenary powers.
SECTION 2.3. INVESTMENTS. The Trustees shall have full power and authority:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
(b) To acquire or buy, and invest Trust Property in, own, hold for
investment or otherwise, and to sell or otherwise dispose of, all types and
kinds of securities including, but not limited to, stocks, profit-sharing
interests or participations and all other contracts for or evidences of equity
interests, bonds, debentures, warrants and rights to purchase securities,
certificates of beneficial interest, bills, notes and all other contracts for or
evidences of indebtedness, money market instruments including bank certificates
of deposit, finance paper, commercial paper, bankers' acceptances and other
obligations, and all other negotiable and non-negotiable securities and
instruments, however named or described, issued by corporations, trusts,
associations or any other Persons, domestic or foreign, or issued or guaranteed
by the United States of America or any agency or instrumentality thereof, by the
government of any foreign country, by any State, territory or possession of the
United States, by any political subdivision or agency or instrumentality of any
State or foreign country, or by any other government or other governmental or
quasi-governmental agency or instrumentality, domestic or foreign; to acquire
and dispose of interests in domestic or foreign loans made by banks and other
financial institutions; to deposit any assets of the Trust in any bank, trust
company or banking institution or retain any such assets in domestic or foreign
cash or currency; to purchase and sell gold and silver bullion, precious or
strategic metals, coins and currency of all countries; to engage in "when
issued" and delayed delivery transactions; to enter into repurchase agreements,
reverse repurchase agreements and firm commitment agreements; to employ all
types and kinds of hedging techniques and investment management strategies; and
to change the investments of the Trust and of each Series.
<PAGE>
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend and to pledge any Trust Property or any of the
foregoing securities, instruments or investments; to purchase and sell (or
write) options on securities, currency, precious metals and other commodities,
indices, futures contracts and other financial instruments and assets, and enter
into closing and other transactions in connection therewith; to enter into all
types of commodities contracts, including without limitation the purchase and
sale of futures contracts on securities, currency, precious metals and other
commodities, indices and other financial instruments and assets; to enter into
forward foreign currency exchange contracts and other foreign exchange and
currency transactions of all types and kinds; to enter into interest rate,
currency and other swap transactions; and to engage in all types and kinds of
hedging and risk management transactions.
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and other assets included in the Trust Property, including
without limitation the right to vote thereon and otherwise act with respect
thereto; and to do all acts and things for the preservation, protection,
improvement and enhancement in value of all such securities and assets.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, lease, develop and dispose of (by sale or otherwise) any type or kind
of property, real or personal, including domestic or foreign currency, and any
right or interest therein.
(f) To borrow money and in this connection issue notes, commercial paper or
other evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security all or any part of the Trust Property; to
endorse, guarantee, or undertake the performance of any obligation or engagement
of any other Person; and to send all or any part of the Trust Property to other
Persons.
(g) To aid, support or assist by further investment or other action any
Person, any obligation of or interest in which is included in the Trust Property
or in the affairs of which the Trust or any Series has any direct or indirect
interest; to do all acts and things designed to protect, preserve, improve or
enhance the value of such obligation or interest; and to guarantee or become
surety on any or all of the contracts, securities and other obligations of any
such Person.
(h) To carry on any other business in connection with or incidental to any
of the foregoing powers referred to in this Declaration, to do everything
necessary, appropriate or desirable for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power referred to in this
Declaration, either alone or in association with others, and to do every other
act or thing incidental or appurtenant to or arising out of or connected with
such business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
shall not be held to limit or restrict in any manner the general and plenary
powers of the Trustees.
Notwithstanding any other provision herein, the Trustees shall have full
power in their discretion, without any requirement of approval by Shareholders,
to invest part or all of the Trust Property (or part or all of the assets of any
Fund), or to dispose of part or all of the Trust Property (or part or all of the
assets of any Fund) and invest the proceeds of such disposition, in securities
issued by one or more other investment companies registered under the 1940 Act.
Any such other investment company may (but need not) be a trust (formed under
the laws of the State of New York or of any other state) which is classified as
a partnership for federal income tax purposes.
<PAGE>
SECTION 2.4. LEGAL TITLE. Legal title to all the Trust Property shall be
vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Series, or in
the name of a custodian, subcustodian, agent, securities depository, clearing
agency, system for the central handling of securities or other book-entry
system, or in the name of a nominee or nominees of the Trust or a Series, or in
the name of a nominee or nominees of a custodian, subcustodian, agent,
securities depository, clearing agent, system for the central handling of
securities or other book-entry system, or in the name of any other Person as
nominee. The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each Person who may hereafter become a Trustee. Upon
the termination of the term of office, resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees.
SECTION 2.5. BY-LAWS. The Trustees shall have full power and authority to
adopt By-Laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and to amend and repeal such By-Laws. Unless the By-Laws specifically
require that Shareholders authorize or approve the amendment or repeal of a
particular provision of the By-Laws, any provision of the By-Laws may be amended
or repealed by the Trustees without Shareholder authorization or approval.
SECTION 2.6. DISTRIBUTION AND REPURCHASE OF SHARES. The Trustees shall have
full power and authority to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in
Shares. Shares may be sold for cash or property or other consideration whenever
and in such amounts and manner as the Trustees deem desirable. The Trustees
shall have full power to provide for the distribution of Shares either through
one or more principal underwriters or by the Trust itself, or both. The Trustees
shall have full power and authority to cause the Trust and any Series and Class
of Shares to finance distribution activities in the manner described in Section
3.7, and to authorize the Trust, on behalf of one or more Series or Classes of
Shares, to adopt or enter into one or more plans or arrangements whereby
multiple Series and Classes of Shares may be issued and sold to various types of
investors.
SECTION 2.7. DELEGATION. The Trustees shall have full power and authority
to delegate from time to time to such of their number or to officers, employees
or agents of the Trust or to other Persons the doing of such things and the
execution of such agreements or other instruments either in the name of the
Trust or any Series of the Trust or the names of the Trustees or otherwise as
the Trustees may deem desirable or expedient.
SECTION 2.8. COLLECTION AND PAYMENT. The Trustees shall have full power and
authority to collect all property due to the Trust; to pay all claims, including
taxes, against the Trust or Trust Property; to prosecute, defend, compromise,
settle or abandon any claims relating to the Trust or Trust Property; to
foreclose any security interest securing any obligations, by virtue of which any
property is owed to the Trust; and to enter into releases, agreements and other
instruments.
SECTION 2.9. EXPENSES. The Trustees shall have full power and authority to
incur on behalf of the Trust or any Series or Class of Shares and pay any costs
or expenses which the Trustees deem necessary, appropriate, desirable or
incidental to carry out, implement or enhance the business or operations of the
Trust or any Series thereof, and to pay compensation from the funds of the Trust
to themselves as Trustees. The Trustees shall determine the compensation of all
officers, employees and
<PAGE>
Trustees of the Trust. The Trustees shall have full
power and authority to cause the Trust to charge all or any part of any cost,
expense or expenditure (including without limitation any expense of selling or
distributing Shares) or tax against the principal or capital of the Trust or any
Series or Class of Shares, and to credit all or any part of the profit, income
or receipt (including without limitation any deferred sales charge or fee,
whether contingent or otherwise, paid or payable to the Trust or any Series or
Class of Shares on any redemption or repurchase of Shares) to the principal or
capital of the Trust or any Series or Class of Shares.
SECTION 2.10. MANNER OF ACTING. Except as otherwise provided herein or in
the By-Laws, the Trustees and committees of the Trustees shall have full power
and authority to act in any manner which they deem necessary, appropriate or
desirable to carry out, implement or enhance the business or operations of the
Trust or any Series thereof.
SECTION 2.11. MISCELLANEOUS POWERS. The Trustees shall have full power and
authority to: (a) distribute to Shareholders all or any part of the earnings or
profits, surplus (including paid-in surplus), capital (including paid-in
capital) or assets of the Trust or of any Series or Class of Shares, the amount
of such distributions and the manner of payment thereof to be solely at the
discretion of the Trustees; (b) employ, engage or contract with such Persons as
the Trustees may deem desirable for the transaction of the business or
operations of the Trust or any Series thereof; (c) enter into or cause the Trust
or any Series thereof to enter into joint ventures, partnerships (whether as
general partner, limited partner or otherwise) and any other combinations or
associations; (d) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees or other Persons as they consider appropriate, and appoint from their
own number, and terminate, any one or more committees which may exercise some or
all of the power and authority of the Trustees as the Trustees may determine;
(e) purchase, and pay for out of Trust Property, insurance policies which may
insure such of the Shareholders, Trustees, officers, employees, agents,
investment advisers, administrators, principal underwriters, distributors or
independent contractors of the Trust as the Trustees deem appropriate against
loss or liability arising by reason of holding any such position or by reason of
any action taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such loss or liability; (f) establish pension,
profit- sharing, share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the Trust; (g)
indemnify or reimburse any Person with whom the Trust or any Series thereof has
dealings, including without limitation the Investment Adviser, Administrator,
Principal Underwriter, Transfer Agent and financial service firms, to such
extent as the Trustees shall determine; (h) guarantee the indebtedness or
contractual obligations of other Persons; (i) determine and change the fiscal
year of the Trust or any Series thereof and the methods by which its and their
books, accounts and records shall be kept; and (j) adopt a seal for the Trust,
but the absence of such seal shall not impair the validity of any instrument
executed on behalf of the Trust or any Series thereof.
SECTION 2.12. LITIGATION. The Trustees shall have full power and authority,
in the name and on behalf of the Trust, to engage in and to prosecute, defend,
compromise, settle, abandon, or adjust by arbitration or otherwise, any actions,
suits, proceedings, disputes, claims and demands relating to the Trust, and out
of the assets of the Trust or any Series thereof to pay or to satisfy any
liabilities, losses, debts, claims or expenses (including without limitation
attorneys' fees) incurred in connection therewith, including those of
litigation, and such power shall include without limitation the power of the
Trustees or anycommittee thereof, in the exercise of their or its good faith
business judgment, to dismiss or terminate any action, suit, proceeding,
dispute, claim or demand, derivative or otherwise brought by any Person,
including a Shareholder in his own name or in the name of the Trust or any
<PAGE>
Series thereof, whether or not the Trust or any Series thereof or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust or any Series thereof.
ARTICLE III
CONTRACTS
SECTION 3.1. PRINCIPAL UNDERWRITER. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more contracts
providing for the sale of the Shares. Pursuant to any such contract the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either case, any
such contract shall be on such terms and conditions as the Trustees may in their
discretion determine; and any such contract may also provide for the repurchase
or sale of Shares by such other party as principal or as agent of the Trust.
SECTION 3.2. INVESTMENT ADVISER. The Trustees may in their discretion from
time to time authorize the Trust to enter into one or more investment advisory
agreements, or, if the Trustees establish multiple Series, separate investment
advisory agreements, with respect to one or more Series whereby the other party
or parties to any such agreements shall undertake to furnish the Trust or such
Series investment advisory and research facilities and services and such other
facilities and services, if any, as the Trustees shall consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration, the Trustees may
authorize the Investment Adviser, in its discretion and without any prior
consultation with the Trust, to buy, sell, lend and otherwise trade and deal in
any and all securities, commodity contracts and other investments and assets of
the Trust and of each Series and to engage in and employ all types of
transactions and strategies in connection therewith. Any such action taken
pursuant to such agreement shall be deemed to have been authorized by all of the
Trustees.
The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more subinvestment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.
SECTION 3.3. ADMINISTRATOR. The Trustees may in their discretion from time
to time authorize the Trust to enter into an administration agreement or, if the
Trustees establish multiple Series or Classes, separate administration
agreements with respect to one or more Series or Classes, whereby the other
party to such agreement shall undertake to furnish to the Trust or a Series or a
Class thereof with such administrative facilities and services and such other
facilities and services, if any, as the Trustees consider desirable and all upon
such terms and conditions as the Trustees may in their discretion determine.
SECTION 3.4. OTHER SERVICE PROVIDERS. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more agreements with
respect to one or more Series or Classes of Shares whereby the other party or
parties to any such agreements will undertake to provide to the Trust or Series
or Class or Shareholders or beneficial owners of Shares such services as the
Trustees consider desirable and all upon such terms and conditions as the
Trustees in their discretion may determine.
<PAGE>
SECTION 3.5. TRANSFER AGENTS. The Trustees may in their discretion from
time to time appoint one or more transfer agents for the Trust or any Series
thereof. Any contract with a transfer agent shall be on such terms and
conditions as the Trustees may in their discretion determine.
SECTION 3.6. CUSTODIAN. The Trustees may appoint a bank or trust company
having an aggregate capital, surplus and undivided profits (as sown in its last
published report) of at least $2,000,000 as the principal custodian of the Trust
(the "Custodian") with authority as its agent to hold cash and securities owned
by the Trust and to release and deliver the same upon such terms and conditions
as may be agreed upon between the Trust and the Custodian.
SECTION 3.7. PLANS OF DISTRIBUTION. The Trustees may in their discretion
authorize the Trust, on behalf of one or more Series or Classes of Shares, to
adopt or enter into a plan or plans of distribution and any related agreements
whereby the Trust or Series or Class may finance directly or indirectly any
activity which is primarily intended to result in sales of Shares or any
distribution activity within the meaning of Rule 12b-1 (or any successor rule)
under the 1940 Act. Such plan or plans of distribution and any related
agreements may contain such terms and conditions as the Trustees may in their
discretion determine, subject to the requirements of the 1940 Act and any other
applicable rules and regulations.
SECTION 3.8. AFFILIATIONS. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, creditor, director, officer, partner, trustee or employee of or has
any interest in any Person or any parent or affiliate ofany such Person, with
which a contract or agreement of the character described in Sections 3.1, 3.2,
3.3, 3.4, 3.5 or 3.6 above has been or will be made or to which payments have
been or will be made pursuant to a plan or related agreement described in
Section 3.7 above, or that any such Person, or any parent or affiliate thereof,
is a Shareholder of or has an interest in the Trust, or that
(ii) any such Person also has similar contracts, agreements or plans with
other investment companies (including, without limitation, the investment
companies referred to in the last paragraph of Section 2.3) or organizations, or
has other business activities or interests, shall not affect in any way the
validity of any such contract, agreement or plan or disqualify any Shareholder,
Trustee or officer of the Trust from authorizing, voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS
SECTION 4.1. NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS AND
EMPLOYEES. No Shareholder shall be subject to any personal liability whatsoever
to any Person in connection with Trust Property or the acts, obligations or
affairs of the Trust or any Series thereof. All Persons dealing or contracting
with the Trustees as such or with the Trust or any Series thereof shall have
recourse only to the Trust or such Series for the payment of their claims or for
the payment or satisfaction of claims, obligations or liabilities arising out of
such dealings or contracts. No Trustee, officer or employee of the Trust,
whether past, present or future, shall be subject to any personal liability
whatsoever to any such Person, and all such Persons shall look solely to the
Trust Property, or to the assets of one or more specific Series of the Trust if
the claim arises from the act, omission or other conduct of such Trustee,
officer or employee with respect to only such Series, for
<PAGE>
satisfaction of claims of any nature arising in connection with the affairs
of the Trust or such Series. If any Shareholder, Trustee, officer or employee,
as such, of the Trust or any Series thereof, is made a party to any suit or
proceeding to enforce any such liability of the Trust or any Series thereof, he
shall not, on account thereof, be held to any personal liability.
SECTION 4.2. TRUSTEE'S GOOD FAITH ACTION; ADVICE OF OTHERS; NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, investment adviser or other adviser, administrator,
distributor or principal underwriter, custodian or transfer, dividend
disbursing, shareholder servicing or accounting agent of the Trust, nor shall
any Trustee be responsible for the act or omission of any other Trustee. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration and their duties as Trustees, and shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice. In discharging their duties, the Trustees, when
acting in good faith, shall be entitled to rely upon the records, books and
accounts of the Trust and upon reports made to the Trustees by any officer,
employee, agent, consultant, accountant, attorney, investment adviser or other
adviser, principal underwriter, expert, professional firm or independent
contractor. The Trustees as such shall not be required to give any bond, surety
or other security for the performance of their duties. No provision of this
Declaration shall protect any Trustee or officer of the Trust against any
liability to the Trust or its Shareholders to which he would otherwise be
subject by reason of his own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
SECTION 4.3. INDEMNIFICATION. The Trustees may provide, whether in the
By-Laws or by contract, vote or other action, for the indemnification by the
Trust or by any Series thereof of the Shareholders, Trustees, officers and
employees of the Trust and of such other Persons as the Trustees in the exercise
of their discretion may deem appropriate or desirable. Any such indemnification
may be mandatory or permissive, and may be insured against by policies
maintained by the Trust.
SECTION 4.4. NO DUTY OF INVESTIGATION. No purchaser, lender or other Person
dealing with the Trustees or any officer, employee or agent of the Trust or a
Series thereof shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by said officer, employee
or agent or be liable for the application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate, Share, other
security of the Trust or a Series thereof or undertaking, and every other act or
thing whatsoever executed in connection with the Trust shall be conclusively
presumed to have been executed or done by the executors thereof only in their
capacity as Trustees under this Declaration or in their capacity as officers,
employees or agents of the Trust or a Series thereof. Every written obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking made or issued by the Trustees may recite that the
same is executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust or a Series thereof under any
such instrument are not binding upon any of the Trustees or Shareholders
individually, but bind only the Trust Property or the Trust Property of the
applicable Series, and may contain any further recital which they may deem
appropriate, but the omission of any such recital shall not operate to bind the
Trustees or Shareholders individually.
SECTION 4.5. RELIANCE ON RECORDS AND EXPERTS. Each Trustee, officer or
employee of the Trust or a Series thereof shall, in the performance of his
duties, be fully and completely justified and protected with regard to any act
or any failure to act resulting from reliance in good faith upon the records,
<PAGE>
books and accounts of the Trust or a Series thereof, upon an opinion or other
advice of legal counsel, or upon reports made or advice given to the Trust or a
Series thereof by any Trustee or any of its officers or employees or by the
Investment Adviser, the Administrator, the Custodian, the Principal Underwriter,
Transfer Agent, accountants, appraisers or other experts, advisers, consultants
or professionals selected with reasonable care by the Trustees or officers of
the Trust, regardless of whether the person rendering such report or advice may
also be a Trustee, officer or employee of the Trust.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
SECTION 5.1. BENEFICIAL INTEREST. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder and the number of Shares of each Series or Class thereof
that may be issued hereunder. The Trustees shall have the exclusive authority
without the requirement of Shareholder authorization or approval to establish
and designate one or more Series of Shares and one or more Classes thereof as
the Trustees deem necessary, appropriate or desirable. Each Share of any Series
shall represent a beneficial interest only in the assets of that Series. Subject
to the provisions of Section 5.5 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate and independent investment portfolios) and additional Classes of
Shares within any Series. All Shares issued hereunder including, without
limitation, Shares issued in connection with a dividend or distribution in
Shares or a split in Shares, shall be fully paid and nonassessable.
SECTION 5.2. RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of
every description and the right to conduct any business of the Trust are vested
exclusively in the Trustees, and the Shareholders shall have no interest therein
other than the beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any property, profits,
rights or interests of the Trust or of any Fund nor can they be called upon to
share or assume any losses of the Trust or of any Fund or suffer an assessment
of any kind by virtue of their ownership of Shares. The Shares shall be personal
property giving only the rights specifically set forth in this Declaration. The
Shares shall not entitle the holder to preference, preemptive, appraisal,
conversion or exchange rights, except as the Trustees may specifically determine
with respect to any Series or Class of Shares.
SECTION 5.3. TRUST ONLY. It is the intention of the Trustees to create only
the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association, limited
liability company, corporation, bailment or any form of legal relationship other
than a Massachusetts business trust. Nothing in this Declaration shall be
construed to make the Shareholders, either by themselves or with the Trustees,
partners or member of a joint stock association.
SECTION 5.4. ISSUANCE OF SHARES. The Trustees in their discretion may, from
time to time and without any authorization or vote of the Shareholders, issue
Shares, in addition to the then issued and outstanding Shares and Shares held in
the treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem appropriate or desirable, except that only Shares
previously contracted to be sold
<PAGE>
may be issued during any period when the right of redemption is suspended
pursuant to Section 6.9 hereof, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of, liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares and reissue and resell full and
fractional Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares of the Trust or, if the Shares be divided into
Series or Classes, of any Series or any Class thereof of the Trust, into a
greater or lesser number without thereby changing the proportionate beneficial
interests in the Trust or in the Trust Property allocated or belonging to such
Series or Class. Contributions to the Trust or Series thereof may be accepted
for, and Shares shall be redeemed as, whole Shares and/or fractional Shares as
the Trustees may in their discretion determine. The Trustees may authorize the
issuance of certificates of beneficial interest to evidence the ownership of
Shares. Shares held in the treasury shall not be voted nor shall such Shares be
entitled to any dividends or other distributions declared with respect thereto.
SECTION 5.5. SERIES AND CLASS DESIGNATIONS. Without limiting the exclusive
authority of the Trustees set forth in Section 5.1 to establish and designate
any further Series, it is hereby confirmed that the Trust consists of the
presently Outstanding Shares of the following Series: Wright EquiFund-
Australasia, Wright EquiFund-Austria, Wright EquiFund-Belgium/Luxembourg, Wright
EquiFund-Britain, Wright EquiFund-Canada, Wright EquiFund-France, Wright
EquiFund-Germany, Wright EquiFund- Global, Wright EquiFund-Hong Kong, Wright
EquiFund-International, Wright EquiFund-Ireland, Wright EquiFund-Italian, Wright
EquiFund-Japan, Wright EquiFund-Mexico, Wright EquiFund-Netherlands, Wright
EquiFund-Nordic, Wright EquiFund-Spanish, Wright EquiFund-Switzerland, Wright
EquiFund- United States (the "Existing Series"). The Shares of any Series and
Classes thereof that may from time to time be established and designated by the
Trustees shall be established and designated, and the variations in the relative
rights and preferences as between the different Series and Classes shall be
fixed and determined, by the Trustees (unless the Trustees otherwise determine
with respect to Series or Classes at the time of establishing and designating
the same); provided, that all Shares shall be identical except that there may be
variations so fixed and determined between different Series or Classes thereof
as to investment objective, policies and restrictions, sales charges, purchase
prices, determination of net asset value, assets, liabilities, expenses, costs,
charges and reserves belonging or allocated thereto, the price, terms and manner
of redemption or repurchase, special and relative rights as to dividends and
distributions and on liquidation, conversion rights, exchange rights, and voting
rights. All references to Shares in this Declaration shall be deemed to be
Shares of any or all Series or Classes as the context may require. As to any
division of Shares of the Trust into Series or Classes, the following provisions
shall be applicable:
(i) The number of authorized Shares and the number of Shares of each Series
or Class thereof that may be issued shall be unlimited. The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued and
reacquired of any Series or Class into one or more other Series or one or more
other Classes that may be established and designated from time to time. The
Trustees may hold as treasury shares (of the same or some other Series or
Class), reissue for such consideration and on such terms as they may determine,
or cancel any Shares of any Series or Class reacquired by the Trust at their
discretion from time to time.
(ii) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
<PAGE>
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors of such Series and except as may otherwise be required by
applicable tax laws, and shall be so recorded on the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees or their delegate shall
allocate them among any one or more of the Series established and designated
from time to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. Each such allocation by the Trustees or
their delegate shall be conclusive and binding upon the Shareholders of all
Series for all purposes. No holder of Shares of any Series shall have any claim
on or right to any assets allocated or belonging to any other Series.
(iii) Any general liabilities, expenses, costs, charges or reserves of the
Trust which are notreadily identifiable as belonging to any particular Series
shall be allocated and charged by there Trustees or their delegate to and among
any one or more of the Series established and designated from time to time in
such manner and on such basis as the Trustees in their sole discretion deem fair
and equitable. The assets belonging to each particular Series shall be charged
with the liabilities, expenses, costs, charges and reserves of the Trust so
allocated to that Series and all liabilities, expenses, costs, charges and
reserves attributable to that Series which are not readily identifiable as
belonging to any particular Class thereof. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees or their delegate shall be
conclusive and binding upon the Shareholders of all Series and Classes for all
purposes. The Trustees shall have full discretion to determine which items are
capital; and each such determination shall be conclusive and binding upon the
Shareholders. The assets of a particular Series of the Trust shall, under no
circumstances, be charged with liabilities, expenses, costs, charges and
reserves attributable to any other Series or Class thereof of the Trust. All
Persons extending credit to, or contracting with or having any claim against a
particular Series of the Trust shall look only to the assets of that particular
Series for payment of such credit, contract or claim.
(iv) Dividends and distributions on Shares of a particular Series or Class
may be paid or credited in such manner and with such frequency as the Trustees
may determine, to the holders of Shares of that Series or Class, from such of
the earnings or profits, surplus (including paid-in surplus), capital (including
paid-in capital) or assets belonging to that Series, as the Trustees may deem
appropriate or desirable, after providing for actual and accrued liabilities,
expenses, costs, charges and reserves belonging and allocated to that Series or
Class. Such dividends and distributions may be paid daily or otherwise pursuant
to the offering prospectus relating to the Shares or pursuant to a standing vote
or votes of the Trustees adopted only once or from time to time or pursuant to
other authorization or instruction of the Trustees. All dividends and
distributions on Shares of a particular Series or Class shall be distributed pro
rata to the Shareholders of that Series or Class in proportion to the number of
Shares of that Series or Class held by such Shareholders at the time of record
established for the payment or crediting of such dividends or distributions.
(v) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a Series or
Class thereof shall be entitled tothe net receive his pro rata Share of
distributions of income and capital gains made with respect to such Series or
Class net of liabilities, expenses, costs, charges and reserves belonging and
allocated to such Series or Class. Upon redemption of his Shares or
indemnification for liabilities incurred by reason of his being or having been a
Shareholder of a Series, such
<PAGE>
Shareholder shall be paid solely out of the funds and property of such
Series of the Trust. Upon liquidation or termination of a Series or Class
thereof of the Trust, a Shareholder of such Series or Class thereof shall be
entitled to receive a pro rata Share of the net assets of such Series based on
the net asset value of his Shares. A Shareholder of a particular Series of the
Trust shall not be entitled to commence or participate in a derivative or class
action on behalf of any other Series or the Shareholders of any other Series of
the Trust.
(vi) On any matter submitted to a vote of Shareholders, the Shares entitled
to vote thereon and the manner in which such Shares shall be voted shall be as
set forth in the By-Laws or proxy materials for the meeting or other
solicitation materials or as otherwise determined by the Trustees, subject to
any applicable requirements of the 1940 Act. The Trustees shall have full power
and authority to call meetings of the Shareholders of a particular Class or
Classes of Shares or of one or more particular Series of Shares, or otherwise
call for the action of such Shareholders on any particular matter.
(vii) Except as otherwise provided in this Article V, the Trustees shall
have full power and authority to determine the designations, preferences,
privileges, sales charges, purchasel power prices, assets, liabilities,
expenses, costs, charges and reserves belonging or allocated thereto,
limitations and rights, including without limitation voting, dividend,
distribution and liquidation rights, of each Class and Series of Shares. Subject
to any applicable requirements of the 1940 Act, the Trustees shall have the
authority to provide that the Shares of one Class shall be automatically
converted into Shares of another Class of the same Series or that the holders of
Shares of any Series or Class shall have the right to convert or exchange such
Shares into Shares of one or more other Series or Classes of Shares, all in
accordance with such requirements, conditions and procedures as may be
established by the Trustees.
(viii) The establishment and designation of any Series or Class of Shares
shall be effective upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and the relative
rights and preferences of such Series or Class, or as otherwise provided in such
instrument. The Trustees may by an instrument subsequently executed by a
majority of their number amend, restate or rescind any prior instrument relating
to the establishment and designation of any such Series or Class. Each
instrument referred to in this paragraph shall have the status of an amendment
to this Declaration in accordance with Section 8.4 hereof, and a copy of each
such instrument shall be filed in accordance with Section 10.1 hereof.
SECTION 5.6. ASSENT TO DECLARATION OF TRUST AND BY-LAWS. Every Shareholder,
by virtue of having become a Shareholder, shall be held to have expressly
assented and agreed to all the terms and provision of this Declaration and of
the By-Laws of the Trust.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
SECTION 6.1. REDEMPTION OF SHARES. (a) Shares of the Trust shall be redeemable,
at such times and in such manner as may be permitted by the Trustees from time
to time. The Trustees shall have full power and authority to vary and change
the right of redemption applicable to the various Series and Classes of
Shares established by the Trustees. Redeemed or repurchased Shares may be resold
<PAGE>
by the Trust. The Trust may require any Shareholder to pay a sales charge
to the Trust, the Principal Underwriter or any other Person designated by the
Trustees upon redemption or repurchase of Shares in such amount and upon such
conditions as shall be determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series or Class
thereof at the price determined as hereinafter set forth, upon the appropriately
verified written application of the record holder thereof (or upon such other
form of request as the Trust may use for the purpose) deposited at such
office or agency as may be designated from time to time for that purpose by
the Trustees. The Trust may from time to time establish additional
requirements, terms, conditions and procedures, not inconsistent with the
1940 Act, relating to the redemption of Shares.
SECTION 6.2. PRICE. Shares shall be redeemed at a price based on their net asset
value determined as set forth in Section 7.1 hereof as of such time as the
Trustees shall prescribe. The amount of any sales charge or redemption fee
payable upon redemption of Shares may be deducted from the proceeds of such
redemption.
SECTION 6.3. PAYMENT. Payment of the redemption price of Shares thereof
shall be made in cash or in property to the Shareholder at such time and in the
manner, not inconsistent with the 1940 Act, as may be specified from time to
time in the then effective prospectus relating to such Shares, subject to the
provisions of Sections 6.4 and 6.9 hereof. Notwithstanding the foregoing, the
Trust or its agent may withhold from such redemption proceeds any amount
arising (i) from a liability of the redeeming Shareholder to the Trust,
or (ii) in connection with any federal or state tax withholding
requirements.
SECTION 6.4. EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE. If,
pursuant to Section 7.1 hereof, the Trust shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
have applied for redemption pursuant to Section 6.1 hereof but who shall not
yet have received payment) to have Shares redeemed and paid for by the
Trust or a Series shall be suspended until the termination of such
suspension is declared. Any record holder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice at the office or agency where his application or request for redemption
was made, withdraw his application or request and withdraw any Share
certificates on deposit.
SECTION 6.5. REPURCHASE BY AGREEMENT. The Trust may repurchase Shares
directly, or through the Principal Underwriter or another agent designated for
the purpose, by agreement with the owner thereof at a price not exceeding the
net asset value per share determined as of such time as the Trustees shall
prescribe. The Trust may from time to time establish the requirements, terms,
conditions and procedures relating to such repurchases, and the amount of any
sales charge or repurchase fee payable on any repurchase of Shares may be
deducted from the proceeds of such repurchase.
SECTION 6.6. REDEMPTION OF SHAREHOLDER'S INTEREST. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of one or more
Series or Classes thereof held by any Shareholder if the value of such Shares
held by such Shareholder is less than the minimum amount established from time
to time by the Trustees.
<PAGE>
SECTION 6.7. REDEMPTION OF SHARES IN ORDER TO QUALIFY AS REGULATED
INVESTMENT COMPANY; DISCLOSURE OF HOLDING. (a) 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 in
1986, 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 or any
Series of the Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other securities of the Trust or any Series of the Trust
into conformity with the requirements for such qualification and conformity
with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust or any Series of the
Trust to any Person whose acquisition of the Shares or other securities of the
Trust or any Series of the Trust in question would result in such
disqualification. The redemption shall be effected in the manner provided
in Section 6.1 and at the redemption price referred to in Section 6.2.
(b) The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as
the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code of 1986, or to comply with the requirements of any other taxing
authority.
SECTION 6.8. REDUCTIONS IN NUMBER OF OUTSTANDING SHARES PURSUANT TO NET
ASSET VALUE FORMULA. The Trust may also reduce the number of outstanding Shares
of the Trust or of any Series or Class thereof pursuant to the provisions of
Section 7.3.
SECTION 6.9. SUSPENSION OF RIGHT OF REDEMPTION. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust or a Fund fairly to determine the value of its net
assets, or (iv) as the Commission may by order permit for the protection of
security holders of the Trust. Such suspension shall take effect at such
time as the Trust shall specify but not later than the close of business
on the business day next following the declaration of suspension, and thereafter
there shall be no right of redemption or payment on redemption until the
Trust shall declare the suspension at an end, except that the suspension
shall terminate in any event on the first day on which said stock exchange shall
have reopened or the period specified in clauses (ii) or (iii) shall have
expired (as to which in the absence of an official ruling by the Commission,
the determination of the Trust shall be conclusive). In the case of a
suspension of the right of redemption, a Shareholder may either withdraw his
application or request for redemption or receive payment based on the
net asset value existing after the termination of the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS
SECTION 7.1. NET ASSET VALUE. The net asset value of each outstanding Share of
the Trust or of each Series or Class thereof shall be determined on such days
and at or as of such time or times as the Trustees may determine. Any reference
in this Declaration to the time at which a determination of net asset value is
made shall mean the time as of which the determination is made. The power and
<PAGE>
duty to determine net asset value may be delegated by the Trustees from
time to time to the Investment Adviser, the Administrator, the Custodian, the
Transfer Agent or such other Person or Persons as the Trustees may determine.
The value of the assets of the Trust or any Series thereof shall be determined
in a manner authorized by the Trustees. From the total value of said assets,
there shall be deducted all indebtedness, interest, taxes, payable or accrued,
including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, amounts determined and
declared as a dividend or distribution and all other items in the nature
of liabilities which shall be deemed appropriate, as incurred by or allocated to
the Trust or any Series or Class thereof. The resulting amount, which shall
represent the total net assets of the Trust or Series or Class thereof,
shall be divided by the number of Shares of the Trust or Series or Class
thereof outstanding at the time and the quotient so obtained shall be deemed to
be the net asset value of the Shares of the Trust or Series or Class
thereof. The Trust may declare a suspension of the determination of net
asset value to the extent permitted by the 1940 Act. It shall not be a
violation of any provision of this Declaration if Shares are sold, redeemed or
repurchased by the Trust at a price other than one based on net asset value
if the net asset value is affected by one or more errors inadvertently
made in the pricing of portfolio securities or other investments or in accruing
or allocating income, expenses, reserves or liabilities. No provision of
this Declaration shall be construed to restrict or affect the right or ability
of the Trust to employ or authorize the use of pricing services, appraisers or
any other means, methods, procedures, or techniques in valuing the assets or
calculating the liabilities of the Trust or any Series or Class thereof.
SECTION 7.2. DIVIDENDS AND DISTRIBUTIONS. (a) the Trustees may from time to
time distribute ratably among the Shareholders of the Trust or of a Series or
Class thereof such proportion of the net earnings or profits, surplus (including
paid-in surplus), capital (including paid-in capital), or assets of the Trust or
such Series held by the Trustees as they may deem appropriate or desirable. Such
distributions may be made in cash, additional Shares or property
(including without limitation any type of obligations of the Trust or Series
or Class or any assets thereof), and the Trustees may distribute ratably among
the Shareholders of the Trust or Series or Class thereof additional
Shares of the Trust or Series or Class thereof issuable hereunder in
such manner, at such times, and on such terms as the Trustees may deem
appropriate or desirable. Such distributions may be among the Shareholders of
the Trust or Series or Class thereof at the time of declaring a
distribution or among the Shareholders of the Trust or Series or Class
thereof at such other date or time or dates or times as the Trustees shall
determine. The Trustees may in their discretion determine that, solely for
the purposes of such distributions, Outstanding Shares shall exclude
Shares for which orders have been placed subsequent to a specified time. The
Trustees may always retain from the earnings or profits such amounts as
they may deem appropriate or desirable to pay the expenses and
liabilities of the Trust or a Series or Class thereof or to meet obligations of
the Trust or a Series or Class thereof, together with such amounts as they may
deem desirable to use in the conduct of its affairs or to retain for future
requirements or extensions of the business or operations of the Trust or such
Series. The Trust may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans or other distribution plans, cash
dividend payout plans or other distribution plans as ther such a Trustees may
deem appropriate or desirable. The Trustees may in their discretion determine
that an account administration fee or other similar charge may be
deducted directly from the income and other distributions paid on
Shares to a Shareholder's account in any Series or Class.
(b) The Trustees may prescribe, in their absolute discretion, such bases
and times for determining the amounts for the declaration and payment of
dividends and distributions as they may deem necessary, appropriate or
desirable.
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(c) Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of account, the
above provisions shall be interpreted to give the Trustees full power and
authority in their absolute discretion to distribute for any fiscal year as
dividends and as capital gains distributions, respectively, additional amounts
sufficient to enable the Trust or a Series thereof to avoid or reduce liability
for taxes.
SECTION 7.3. CONSTANT NET ASSET VALUE; REDUCTION OF OUTSTANDING SHARES.
The Trustees may determine to maintain the net asset value per Share of any
Series or Class at a designated constant amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Series or Class as dividends payable
in additional Shares of that Series or Class or in cash or in any combination
thereof and for the handling of any losses attributable to that Series or
Class. Such procedures may provide that, if, for any reason, the income of any
such Series or Class determined at any time is a negative amount, the Trust
may with respect to such Series or Class (i) offset each Shareholder's pro
rata share of such negative amount from the accrued dividend account of such
Shareholder, or (ii) reduce the number of Outstanding Shares of such Series or
Class by reducing the number of Shares in the account of such Shareholder by
that number of full and fractional Shares which represents the amount of
such excess negative income, or (iii) cause to be recorded on the books of
the Trust an asset account in the amount of such negative income, which
account may be reduced by the amount, provided that the same shall
thereupon become the property of the Trust with respect to such Series
or Class and shall not be paid to any Shareholder, of dividends declared
thereafter upon the Outstanding Shares of such Series or Class on the
day such negative income is experienced, until such asset account is
reduced to zero, or (iv) combine the methods described in clauses (i), (ii) and
(iii) of this sentence, in order to cause the net asset value per Share of such
Series or Class to remain at a constant amount per Outstanding Share
immediately after such determination and declaration. The Trust may also
fail to declare a dividend out of income for the purpose of causing the net
asset value of any such Share to be increased. The Trustees shall have full
discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination
made in good faith shall be conclusive upon all Shareholders. In the
case of stock dividends or similar distributions received, the Trustees shall
have full discretion to determine, in the light of the particular
circumstances, how much if any of the value thereof shall be treated as
income, the balance, if any, to be treated as principal.
SECTION 7.4. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any
provisions contained in this Declaration, the Trustees may prescribe, in their
absolute discretion, such other means, methods, procedures or techniques for
determining the per Share net asset value of a Series or Class thereof or the
income of the Series of Class thereof, or for the declaration and payment of
dividends and distributions on any Series or Class of Shares.
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; MERGERS; AMENDMENTS
SERIES 8.1. DURATION. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any one of
them, shall not operate to terminate or annul the Trust or to revoke any
existing agency or delegation of authority pursuant to the terms of this
Declaration or of the By-Laws
<PAGE>
SERIES 8.2. TERMINATION OF THE TRUST OR A SERIES OR A CLASS. (a) The Trust
or any Series or Class thereof may be terminated by: (1) the affirmative vote of
the holders of not less than two-thirds of the Shares outstanding and
entitled to vote at any meeting of Shareholders of the Trust or the
appropriate Series or Class thereof, or by an instrument or instruments in
writing without a meeting, consented to byass the holders of two-thirds of the
Shares of the Trust or a Series or Class thereof, provided, however, that, if
such termination is recommended by the Trustees, the vote of a majority of the
outstanding voting, that, securities of the Trust or a Series or Class thereof
entitled to vote thereon shall be sufficient authorization; or (2) by means of
an instrument in writing signed by a majority of the Trustees, to be followed by
a written notice to Shareholders stating that a majority of the
Trustees has determined that the continuation of the Trust or a Series or a
Class thereof is not in the best interest of the Trust, such Series or Class or
of their respective Shareholders. Such determination may (but need not) be
based on factors or events adversely affecting the ability of the
Trust, such Series or Class to conduct its business and operations in an;
economically viable manner. Such factors and events may include (but are not
limited to) the inability of a Series or Class or the Trust to maintain its
assets at an appropriate size, changes in laws or regulations governing
the Series or Class or the Trust or affecting assets of the type in which such
Series or Class or the Trust invests, or political, social, legal or
economic developments or trends having an adverse impact on the business
or operations of such Series or Class or the Trust. Upon the termination of the
Trust or the Series or Class,
(i) The Trust, Series or Class shall carry on no business except for the
purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Trust, Series
or Class and all of the powers of the Trustees under this Declaration shall
continue until the affairs of the Trust, Series or Class shall have been wound
up, including the power to fulfill or discharge the contract of the Trust,
Series or Class, collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust Property or assets
allocated or belonging to such Series or Class to one or more persons at public
or private sale for the consideration which may consist in whole or in part of
cash, securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust property or the remaining property of the
terminated Series or Class, in cash or in kind or in any combination thereof,
among the Shareholders of the Trust or the Series or Class according to their
respective rights.
(b) After termination of the Trust, Series or Class and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust and file with the Massachusetts Secretary
of State an instrument in writing setting forth the fact of such and file
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to the Trust or the terminated Series or
Class, and the rights and interests of all Shareholders of the Trust or the
terminated Series or Class shall thereupon cease.
<PAGE>
SECTION 8.3. MERGER, CONSOLIDATION OR SALE OF ASSETS OF A SERIES. A
particular Series may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees and
without any authorization, vote or consent of the Shareholders; and any
such merger, consolidation, sale, lease or exchange shall be deemed for
all purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. The Trustees may also at any time sell
and convert into money all the assets of a particularnd Series. Upon making
provision for the payment of all outstanding obligations, taxes, and other
liabilities, accrued on contingent, of the particular Series, the Trustees
shall distribute the remaining assets of such Series among the Shareholders
of such Series according to their respective rights. Upon completion of the
distribution of the remaining proceeds or the remaining assets, the Series shall
terminate and the Trustees shall take the action provided in Section 8.2(b)
hereof and the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to such Series, and the rights and interests
of all Shareholders of the terminated Series shall thereupon cease.
SECTION 8.4. AMENDMENTS. The execution of an instrument setting forth the
establishment and designation and the relative rights and preferences of any
Series or Class of Shares (or amending, restating or rescinding any such prior
instrument) in accordance with Section 5.5 hereof shall, without any estating
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except asating otherwise provided in this Section 8.4, if
authorized by the vote of a majority of the outstanding votinging securities of
the Trust the financial interests of which are affected by the amendment and
which are entitled to vote thereon (which securities shall, unless otherwise
provided by the Trustees, vote together on such amendment as a single
class), the Trustees may amend this Declaration by an instrument signed by
such majority of the Trustees then in office. No Shareholder not so affected
by any such amendment shall be entitled to vote thereon. The Trustees may
(by such an instrument) also amend or otherwise supplement this
Declaration of Trust, without any authorization, consent or vote of the
Shareholders, to change the name of the Trust or any Fund or to make such
other changes as do not have a materially adverse effect on the financial
interests of Shareholders hereunder or if they deem it necessary or desirable to
conform this Declaration to the requirements of applicable federal or state
laws or regulations or the requirements of the Internal Revenue Code of 1986,
but the Trustees shall not be liable for failing to do so. Any such
amendment or supplemental Declaration of Trust shall be effective as provided in
the instrument containing its terms or, if there is no provision therein with
respect to effectiveness, upon the signing of such instrument containing
its terms or, if there is no provision therein with respect to effectiveness,
upon the signing of such instrument by a majority of the Trustees then in
office. Copies of any amendment or of any supplemental Declaration of
Trust shall be filed as specified in Section 9.1 hereof. Nothing contained in
this Declaration shall permit the amendment of this Declaration to impair the
exemption from personal liability of the Shareholders, Trustees, officers,
employees and agents of the Trust or to permit assessments upon
Shareholders.
Notwithstanding any other provision hereof, until such time as Shares are
issued and sold, this Declaration may be terminated or amended in any respect by
an instrument signed by a majority of the Trustees then in office.
<PAGE>
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. FILING OF COPIES, REFERENCES, HEADINGS AND COUNTERPARTS. The
original or a copy of this instrument, of any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust. A copy of this instrument, or any amendment hereto, and of each
supplemental declaration of trust shall be filed with the Massachusetts
Secretary of State and with any other governmental office where such filing may
from time to time be required. Anyone dealing with the Trust may rely on a
certificate by a Trustee or an officer of the Trust as to whether or not any
such amendment 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 instrument or of any such amendment
hereto or supplemental declaration of trust.
In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"hereof", and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings
are placed herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings, shall control.
This instrument shall be executed in any number of counterparts each of which
shall be deemed an original, but such counterparts shall constitute one
instrument. A restated Declaration, integrating into a single instrument all of
the provisions of the Declaration which are then in effect and operative, may be
executed from time to time by a majority of the Trustees then in officee and
filed with the Massachusetts Secretary of State. A restated Declaration shall,
upon execution, be conclusive evidence of all amendments and supplemental
declarations contained therein and may hereafter be referred to in lieu of
the original Declaration and the various amendments and supplements
thereto.
SECTION 9.2. APPLICABLE LAW. The Trust set forth in this instrument is made
in the Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of
said Commonwealth. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.l
SECTION 9.3. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the Internal Revenue Code of 1986 or with other
applicable laws and regulations, the conflicting provision shall be
deemed never to have constituted a partof of this Declaration; provided,
however, that such determination shall not affect any of the remaining
provisions of this Declaration or render invalid or improper any action taken or
omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of
this Declaration in any jurisdiction.
<PAGE>
IN WITNESS WHEREOF, the undersigned, being a majority of the current
Trustees of the Trust, have executed this instrument this day of , 1996.
- ------------------------ ----------------------
Peter M. Donovan A.M. Moody III
- ------------------------ ----------------------
H. Day Brigham, Jr. Lloyd F. Pierce
- ------------------------ ----------------------
Winthrop S. Emmet George R. Prefer
- ------------------------ ----------------------
Leland Miles Raymond Van Houtte
<PAGE>
ATTACHMENT A
The address of the Trust is 24 Federal Street, Boston, MA 02110.
The names and addresses of the Trustees are as follows:
Trustee Address
---------- -------------
Peter M. Donovan 1000 Lafayette Boulevard
Bridgeport, CT 06604
H. Day Brigham, Jr. 24 Federal Street
Boston, MA 02110
Winthrop S. Emmet Box 327
West Center Road
West Stockbridge, MA 02166
Leland Miles Tide Mill Landing
2425 Post Road, Suite 102
Southport, CT 06490
A.M. Moody III 1000 Lafayette Boulevard
Bridgeport, CT 06604
Lloyd F. Pierce 140 Snow Goose Court
Daytona Beach, FL 32119
George R. Prefer 7738 Silver Bell Drive
Sarasota, FL 34241
Raymond Van Houtte One Strawberry Lane
Ithaca, NY 14850
<PAGE>
(A CARD WILL BE PREPARED FOR EACH OF WRIGHT EQUIFUND-BELGIUM/LUXEMBOURG, WRIGHT
EQUIFUND- GERMANY, WRIGHT EQUIFUND-HONG KONG, WRIGHT EQUIFUND-JAPAN, WRIGHT
EQUIFUND- NETHERLANDS, WRIGHT EQUIFUND-NORDIC AND WRIGHT EQUIFUND-SWITZERLAND,
SERIES OF THE WRIGHT EQUIFUND EQUITY TRUST)
_________________________FUND THIS PROXY IS SOLICITED
(A SERIES OF THE WRIGHT EQUIFUND ON BEHALF OF THE BOARD OF
EQUITY TRUST) TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints Peter M. Donovan, H. Day Brigham, Jr. and A.M.
Moody, III, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on August 21, 1996 at the principal office of the Trust, 24 Federal Street,
Boston, Massachusetts 02110, commencing at 10:00 A.M. (Boston time), and at any
and all adjournments thereof. Receipt of the Notice of and Proxy Statement for
said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified on the reverse side by the undersigned. If no specification is made,
this proxy will be voted in favor of all such matters.
Note: This proxy must be returned in order for your shares to be voted.
THE TRUSTEES RECOMMEND A VOTE
IN FAVOR OF ALL MATTERS
------------------------------
------------------------------
Please sign exactly as your
name or names appear at left.
Dated:
----------------------
_____________________________ FUND
<PAGE>
1. To change the Fund's
diversification status from
diversified to non-
diversified. FOR AGAINST ABSTAIN 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit C to the Proxy Statement as follows:
2A. Eliminate the restriction
concerning diversification
as to 75% of assets FOR AGAINST ABSTAIN 2A.
2B. Reclassify the restriction
concerning pledging. FOR AGAINST ABSTAIN 2B.
2C. Reclassify the restriction
concerning issuer diver-
sification for tax purposes. FOR AGAINST ABSTAIN 2C.
2D. Reclassify the restriction
concerning investments in
affiliated issuers. FOR AGAINST ABSTAIN 2D.
2E. Reclassify the restriction
concerning purchases on
margin and shortsales. FOR AGAINST ABSTAIN 2E.
2F. Reclassify the restriction
concerning transactions
with affiliates. FOR AGAINST ABSTAIN 2F.
2G. Reclassify and amend the
restriction concerning
investing in other
investment companies. FOR AGAINST ABSTAIN 2G.
2H. Amend the restriction
concerning borrowing
and senior securities. FOR AGAINST ABSTAIN 2H.
2I. Amend the restriction
concerning commodities. FOR AGAINST ABSTAIN 2I.
2J. Amend the restriction
concerning industry
concentration. FOR AGAINST ABSTAIN 2J.
<PAGE>
2K. Amend the restriction
concerning investing
in real estate. FOR AGAINST ABSTAIN 2K.
3. To authorize the Trustees
to adopt an Amended and
Restated Declaration of Trust. FOR AGAINST ABSTAIN 3.
As to any other matter, said attorneys shall vote in accordance with their
judgment.
______________________ FUND
<PAGE>
(A CARD WILL BE PREPARED FOR EACH OF WRIGHT EQUIFUND-BRITAIN AND WRIGHT
EQUIFUND-MEXICO, SERIES OF THE WRIGHT EQUIFUND EQUITY TRUST)
_________________________FUND THIS PROXY IS SOLICITED
(A SERIES OF THE WRIGHT EQUIFUND ON BEHALF OF THE BOARD OF
EQUITY TRUST) TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints Peter M. Donovan, H. Day Brigham, Jr. and A.M.
Moody, III, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on August 21, 1996 at the principal office of the Trust, 24 Federal Street,
Boston, Massachusetts 02110, ommencing at 10:00 A.M. (Boston time), and at any
and all adjournments thereof. Receipt of the Notice of and Proxy Statement for
said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified on the reverse side by the undersigned. If no specification is made,
this proxy will be voted in favor of all such matters.
Note: This proxy must be returned in order for your shares to be voted.
THE TRUSTEES RECOMMEND A VOTE
IN FAVOR OF ALL MATTERS
-------------------------------
-------------------------------
Please sign exactly as your
name or names appear at left.
Dated:
-------------------------
_____________________________ FUND
<PAGE>
1. To change the Fund's
diversification status from
diversified to non-
diversified. FOR AGAINST ABSTAIN 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit D to the Proxy Statement as
follows:
2A. Eliminate the restriction
concerning diversification
as to 75% of assets. FOR AGAINST ABSTAIN 2A.
2B. Reclassify the restriction
concerning pledging. FOR AGAINST ABSTAIN 2B.
2C. Amend the restriction
concerning borrowing
and senior securities. FOR AGAINST ABSTAIN 2C.
2D. Amend the restriction
concerning commodities. FOR AGAINST ABSTAIN 2D.
2E. Amend the restriction
concerning industry
concentration. FOR AGAINST ABSTAIN 2E.
3. To authorize the Trustees
to adopt an Amended and
Restated Declaration of
Trust. FOR AGAINST ABSTAIN 3.
As to any other matter, said attorneys shall vote in accordance with their
judgment.
______________________ FUND
<PAGE>
