As filed with the Securities and Exchange Commission on April 30, 1998
1933 Act File No. 33-30085
1940 Act File No. 811-5866
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 [x]
POST-EFFECTIVE AMENDMENT NO. 15 [x]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 18 [x]
The Wright EquiFund Equity Trust
(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
617-482-8260
(Registrant's Telephone Number)
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[ ]On (date) pursuant to paragraph (a)(1)
[x] On May 1, 1998 pursuant to paragraph (b)
[ ]75 days after filing pursuant to paragraph (a)(2)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ]On (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under Securities Act of 1933.
Part A -- The Combined Prospectus of:
Wright EquiFund - Belgium/Luxembourg
Wright EquiFund - Hong Kong/China
Wright EquiFund - Japan
Wright EquiFund - Mexico
Wright EquiFund - Netherlands
Wright EquiFund - Nordic
The Prospectus of:
Wright EquiFund - Country Strategy
Part B -- The Combined Statement of Additional Information of:
Wright EquiFund - Belgium/Luxembourg
Wright EquiFund - Hong Kong/China
Wright EquiFund - Japan
Wright EquiFund - Mexico
Wright EquiFund - Netherland
Wright EquiFund - Nordic
The Statement of Additional Information of:
Wright EquiFund - Country Strategy
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
<PAGE>
The Wright EquiFund Equity Trust
Wright Equifund - Belgium/Luxembourg Wright EquiFund - Mexico
Wright EquiFund - Hong Kong/China Wright EquiFund - Netherlands
Wright EquiFund - Japan Wright EquiFund - Nordic
<TABLE>
<CAPTION>
Cross Reference Sheet
Item No. Statement of
FORM N-1A--Part A Prospectus Caption Additional Information Caption
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1..................... Front Cover Page
2..................... An Introduction to the Funds,
Shareholder and Fund Expenses
3..................... Financial Highlights
4..................... An Introduction to the Funds, The Funds and their
Investment Objectives and Policies, Investment Policies,
Other Information, Appendix
5..................... The Investment Adviser, The Administrator,
Distribution Expenses, Back Cover
5(a).................. Not Applicable
6..................... Other Information, Distributions by the
Funds, Taxes
7..................... How to Buy Shares, How the Funds
Value their Shares, How Shareholder
Accounts are Maintained, How to
Exchange Shares, Tax-Sheltered
Retirement Plans
8..................... How to Redeem or Sell Shares
9..................... Not Applicable
Form N-1A -- Part B
- ------------------------------------------------------------------------------------------------------------------------------
10.................... Front Cover Page and Back Cover
11.................... Table of Contents
12.................... General Information and History
13.................... Investment Objectives and Policies,
Investment Restrictions
14.................... Officers and Trustees
15.................... Control Persons and Principal Holders
of Shares
16.................... Investment Advisory and Administra-
tive Services, Custodian, Independent
Certified Public Accountants, Back
Cover
17.................... Brokerage Allocation
18.................... Fund Shares and Other Securities
19.................... How to Buy Shares, How to Redeem Purchase, Exchange, Redemption,
or Sell Shares, How the Funds Value and Pricing of Shares
their Shares
20.................... Taxes Taxes
21.................... Principal Underwriter
22.................... Performance Information
23.................... Financial Statements
</TABLE>
<PAGE>
The Wright EquiFund Equity Trust
Country Strategy Fund
Cross Reference Sheet
<TABLE>
<CAPTION>
Item No. Statement of
FORM N-1A--Part A Prospectus Caption Additional Information Caption
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1..................... Front Cover Page
2..................... An Introduction to the Fund,
Shareholder and Fund Expenses
3..................... Not Applicable
4..................... An Introduction to the Fund, The Fund's Investment
Objective and Policies, The National Equity Indices, The
Wright Asset Allocation Model, Policies that Apply to the
Fund, Other Investment Policies, Special Investment
Considerations-Risks, Other Information, Appendix
5..................... The Investment Adviser, The Administrator,
Distribution Expenses, Back Cover
5(a).................. Not Applicable
6..................... Other Information, Distributions by the
Fund, Taxes
7..................... How to Buy Shares, How the Fund
Values its Shares, How Shareholder
Accounts are Maintained, How to
Exchange Shares, Tax-Sheltered
Retirement Plans
8..................... How to Redeem or Sell Shares
9..................... Not Applicable
Form N-1A -- Part B
- --------------------------------------------------------------------------------------------------------------------------------
10.................... Front Cover Page and Back Cover
11.................... Table of Contents
12.................... General Information and History
13.................... Investment Objective and Policies,
Investment Restrictions
14.................... Officers and Trustees
15.................... Control Persons and Principal Holders
of Shares
16.................... Investment Advisory and Administra-
tive Services, Custodian, Independent
Certified Public Accountants, Back
Cover
17.................... Brokerage Allocation
18.................... Fund Shares and Other Securities
19.................... How to Buy Shares, How to Redeem Purchase, Exchange, Redemption,
or Sell Shares, How the Fund Values and Pricing of Shares
its Shares
20.................... Taxes Taxes
21.................... Principal Underwriter
22.................... Performance Information
23.................... Financial Statements
</TABLE>
<PAGE>
The Wright
EquiFund
Equity Trust
- -------------------------------------------------------------------------------
Description of art work on front cover of the Prospectus
EquiFund logo in center of page with a globe underneath it, all of which is
set on a blue background.
- -------------------------------------------------------------------------------
WRIGHT EQUIFUND - BELGIUM/LUXEMBOURG
WRIGHT EQUIFUND - HONG KONG/CHINA
WRIGHT EQUIFUND - JAPAN
WRIGHT EQUIFUND - MEXICO
WRIGHT EQUIFUND - NETHERLANDS
WRIGHT EQUIFUND - NORDIC
Prospectus
May 1, 1998
PART A - Information Required in a Prospectus
- -------------------------------------------------------------------------------
PROSPECTUS
THE WRIGHT EQUIFUND EQUITY TRUST
<TABLE>
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Wright EquiFund-Belgium/Luxembourg Wright EquiFund-Japan Wright EquiFund-Netherlands
Wright EquiFund-Hong Kong/China Wright EquiFund-Mexico Wright EquiFund-Nordic
- --------------------------------------------------------------------------------------------
</TABLE>
Each Fund seeks to enhance total investment return (consisting of price
appreciation plus income) by investing in a broadly based portfolio of equity
securities selected from the publicly traded companies in the National Equity
Index for the nation or nations in which each Fund is permitted to invest. Only
securities for which adequate public information is available and which could be
considered acceptable for investment by a prudent person will comprise the
National Equity Indices.
This combined Prospectus is designed to provide you with information you
should know before investing. Please retain this document for future reference.
A combined Statement of Additional Information dated May 1, 1998 containing
more detailed information about the Funds has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement is
available without charge from Wright Investors' Service Distributors, Inc., 1000
Lafayette Blvd., Bridgeport, CT 06604 (Telephone: 800-888-9471) or from the
Funds Adviser's web site (http://www.wrightinvestors.com). In addition, the
Securities and Exchange Commission maintains a Web site (http://www.sec.gov)
that contains the Statement of Additional Information, material incorporated by
reference and other information regarding the Funds.
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME
OR ALL OF THE PRINCIPAL INVESTMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus Dated May 1, 1998
<PAGE>
Table of Contents
Page
An Introduction to the Funds...................... 2
Shareholder and Fund Expenses..................... 5
Financial Highlights.............................. 7
The Funds and their Investment
Objectives and Policies........................ 13
The National Equity Indices....................... 13
Investment Policies............................... 14
Special Investment Considerations - Risks......... 15
The Investment Adviser............................ 17
The Administrator................................. 19
Distribution Expenses............................. 20
How the Funds Value their Shares.................. 20
How to Buy Shares................................. 21
How Shareholder Accounts are Maintained........... 23
Distributions and Dividends by the Funds.......... 23
Taxes............................................. 23
How to Exchange Shares............................ 24
How to Redeem or Sell Shares...................... 25
Performance Information........................... 27
Other Information................................. 27
Tax-Sheltered Retirement Plans.................... 28
Appendix.......................................... 29
- -------------------------------------------------------------------------------
An Introduction to the Funds
The information summarized below is qualified in its entirety by the more
detailed information set forth below in this Prospectus.
The Trust........................ The Wright EquiFund Equity Trust (the
"Trust") is an open end, management investment company, known as a mutual fund,
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Trust consists of 7 series, 6 of which are
described in this Prospectus (each a "Wright EquiFund" and collectively the
"Wright EquiFunds"). The remaining series is being offered under a separate
prospectus. The Wright EquiFunds offered through this Prospectus are referred to
herein as the Funds. Each Wright EquiFund represents a separate and distinct
series of the Trust's shares of beneficial interest. The Funds offered herein
are each diversified funds.
Investment Objective............. Each Fund seeks to achieve its investment
objective of enhanced total investment return (price appreciation plus income)
by investing in a broadly based portfolio of equity securities selected by the
Investment Adviser from the publicly traded companies in the corresponding
National Equity Index. Only securities for which adequate public information is
available and which could be considered acceptable by a prudent person will
comprise the National Equity Indices. Although there can be no guarantee that
each Fund's investment objective will be achieved, each Fund is expected to have
a broadly based investment portfolio composed of the equity securities of
companies in the designated nation or nations.
<PAGE>
The Funds........................ The following Funds are offered through
this Prospectus:
Wright EquiFund-Belgium/Luxembourg Wright EquiFund-Mexico
Wright EquiFund-Hong Kong/China Wright EquiFund-Netherlands
Wright EquiFund-Japan Wright EquiFund-Nordic
The Investment Adviser and Administrator........... Each Fund has engaged
Wright Investors' Service, Inc., 1000 Lafayette Boulevard, Bridgeport, CT
("Wright" or the "Investment Adviser") as investment adviser to carry out the
investment and reinvestment of the Fund's assets. Each Fund also has retained
Eaton Vance Management ("Eaton Vance" or the "Administrator"), 24 Federal
Street, Boston, MA 02110 as administrator to manage the Funds' business affairs.
The Distributor.................. Wright Investors' Service Distributors,
Inc. ("WISDI" or the "Principal Underwriter") is the Distributor of the Funds'
shares and receives a distribution fee equal on an annual basis to 0.25% of each
Fund's average daily net assets.
Who May Purchase Fund Shares..... The Funds were established to provide
investment opportunities in the main security markets of the world for
investment portfolios managed by professional trustees and other persons and
institutions acting in a fiduciary capacity. The Funds are designed to enable
fiduciaries to comply with the rule that investments made by fiduciaries should
be selected with the care, skill and caution that would be exercised by a
prudent person where the primary consideration is preservation of capital.
Shares of the Funds are available to the public as well as through these
fiduciaries.
How to Purchase Fund Shares...... There is no sales charge on the purchase
of Fund shares. Shares of any Fund may be purchased at the net asset value per
share next determined after receipt and acceptance of the purchase order. The
minimum initial investment in each Fund is $1,000 which will be waived for
investments in 401(k) tax-sheltered retirement plans. The minimum initial
investment will also be reduced to $500 with respect to shares purchased by or
for an investor making an investment through an investment adviser, financial
planner, broker, or other intermediary that charges a fee for its services and
has entered into an agreement with the Fund or its Principal Underwriter. The
$1,000 minimum initial investment is also waived for Automatic Investment
Program accounts which may be established with an investment of $50 or more with
a minimum of $50 applicable to each subsequent investment. Shares may also be
purchased through an exchange of securities. See "How to Buy Shares."
Distribution Options............. Unless the shareholder has elected to
receive dividends and distributions in cash, dividends and distributions will be
reinvested in additional shares of the Fund making such dividend or distribution
at the net asset value per share as of the reinvestment date. Dividend and
capital gains distributions, if any, are usually made annually in December.
<PAGE>
Redemptions...................... Shares may be redeemed directly from a
Fund at the net asset value per share next determined after receipt of the
redemption request in good order. A telephone redemption privilege is available.
See "How to Redeem or Sell Shares."
Exchange Privilege............... Shares of the Funds may be exchanged for
Standard Shares of certain other funds managed by the Investment Adviser at the
net asset value next determined after receipt of the exchange request. There are
limits on the number and frequency of exchanges. A telephone exchange privilege
is available as described under "How to Exchange Shares."
Net Asset Value.................. The net asset value per share of each
Fund is calculated on each day the New York Stock Exchange is open for trading.
Call (800) 888-9471 for the previous day's net asset value.
Taxation......................... Each Fund has qualified and elected or
intends to qualify and elect to be treated as a regulated investment company for
federal income tax purposes under Subchapter M of the Internal Revenue Code.
Shareholder Communications....... Each shareholder will receive annual and
semi-annual reports containing financial statements, and a statement confirming
each share transaction. Financial statements included in annual reports are
audited by the Trust's independent certified public accountants. Where possible,
shareholder confirmations and account statements will consolidate all Wright
investment fund holdings of the shareholder.
Special Risk Considerations...... International investments pose additional
risks including currency exchange rate fluctuation, currency revaluation and
political risks. See page 16 for additional foreign investment considerations.
THE PROSPECTUSES OF THE FUNDS ARE COMBINED IN THIS PROSPECTUS. EACH FUND OFFERS
ONLY ITS OWN SHARES, YET IT IS POSSIBLE THAT A FUND MIGHT BECOME LIABLE FOR A
MISSTATEMENT IN THE PROSPECTUS OF ANOTHER FUND. THE TRUSTEES OF THE TRUST HAVE
CONSIDERED THIS IN APPROVING THE USE OF A COMBINED PROSPECTUS.
<PAGE>
Shareholder and Fund Expenses
<TABLE>
<CAPTION>
Belgium/ Hong Kong/ Nether-
Luxembourg China Japan Mexico lands Nordic
- ----------------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses
(as a percentage of the maximum offering price)
<S> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases none none none none none none
Maximum Sales Charge Imposed
on Reinvestment of Dividends none none none none none none
Deferred Sales Charge none none none none none none
Redemption Fees none none none none none none
Exchange Fees none none none none none none
Annualized Fund Operating Expenses
(as a percentage of average daily net assets)
Investment Advisory Fees
(after any fee reduction) 0.68%(1) 0.75% 0.75% 0.75% 0.75% 0.27%(1)
Rule 12b-1 Distribution Expenses
(after expense reduction) 0.23%(1) 0.25% 0.25% 0.25% 0.25% 0.00%(1)
Other Expenses
(including administration fee of 0.10%) 1.26% 0.96% 1.15% 0.61% 0.86% 1.88%
------ ------ ------ ------ ------ ------
Total Net Operating Expenses (after reductions)(3) 2.17%(2) 1.96% 2.15% 1.61% 1.86% 2.15%(2)
====== ====== ====== ====== ====== ======
<FN>
(1) After reduction by the Investment Adviser or the Principal Underwriter,
which is expected to continue until December 31, 1998. If no reduction were
made, the Investment Advisory Fees would be 0.75% of the Fund's average
daily net assets. If no reduction were made, the Rule 12b-1 Distribution
Expenses would be 0.25% of the Fund's average daily net assets.
(2) The Investment Adviser and Principal Underwriter reduced their fees and the
Investment Adviser was allocated certain expenses relating to the operations
of the Belgium/Luxembourg and Nordic Funds during the 1997 fiscal year to
the extent that expenses, net of custodian fee credits, exceeded 2.00% of
the daily net assets of each Fund. The Investment Adviser and Principal
Underwriter voluntarily intend to do the same for each Fund for the current
fiscal year. If no fee reductions or expense allocations were made, the
Annualized Fund Operating Expenses as a percentage of average net assets,
including investment advisory fees at a maximum of 0.75% of average daily
net assets would have been: Belgium/Luxembourg 2.60% and Nordic 3.15%. These
fee reductions and expense allocations are expected to continue until
December 31, 1998.
(3) During the year ended December 31, 1997, custodian fees were reduced by
credits resulting from cash balances that the Funds maintained with
Investors Bank & Trust Company. If these credits were included, the Total
Net Operating Expenses shown above would have been: Belgium/Luxembourg
2.00%; Hong Kong/China 1.72%; Japan 1.84%; Mexico 1.45%; Netherlands 1.72%;
and Nordic 2.00%.
</FN>
</TABLE>
<PAGE>
Example of Fund Expenses
The following is an illustration of the total transaction and operating
expenses that an investor in any Fund would bear over different periods of time,
assuming an investment of $1,000, a 5% annual return on the investment and a
complete redemption at the end of each period:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Belgium/Luxembourg $ 22 $ 68 $116 $250
Hong Kong/China 20 62 106 229
Japan 22 67 115 248
Mexico 16 51 88 191
Netherlands 19 58 101 218
Nordic 22 67 115 248
- -----------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
NOTES
The purpose of the above tables and Examples is to assist investors in
understanding the various costs and expenses that investors in the Funds may
bear directly or indirectly. See "Financial Highlights," "The Investment
Adviser," "The Administrator," "Distribution Expenses" and "How to Redeem or
Sell Shares." The table reflects estimated fees and expenses based on actual
operating expenses for the Funds for the fiscal year ended December 31, 1997.
Actual expenses may be greater or less than those shown in the table and
example. A Fund's payment of a distribution fee may result in a long-term
shareholder paying more than the economic equivalent of the maximum initial
sales charge permitted under the Conduct Rules of the National Association of
Securities Dealers, Inc.
<PAGE>
Financial Highlights
The following information should be read in conjunction with the audited
financial statements that appear in the Funds' annual report to shareholders.
The Funds' financial statements have been audited by Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing.
The financial statements and the independent auditors' report are incorporated
by reference into the Statement of Additional Information. Further information
regarding the performance of a Fund is contained in the annual report to
shareholders which may be obtained without charge by contacting the Funds'
Principal Underwriter at (800) 888-9471.
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
BELGIUM/LUXEMBOURG FUND 1997(7) 1996 1995 1994(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value - beginning of year $ 13.390 $ 12.010 $10.240 $10.000
------- ------- ------- -------
Income from Investment Operations:
Net investment income (loss)..... $ (0.090)$ 0.171 $ 0.156 $0.106
Net realized and unrealized gain. 1.570 2.334 1.904 0.174
------- ------- ------- -------
Total income from investment operations $ 1.480 $ 2.505 $ 2.060 $ 0.280
------- ------- ------- -------
Less Distributions:
From net investment income....... $ - $ (0.100)$(0.050) $(0.040)
From net realized gains on investments (5.330) (1.025) (0.240) -
------- ------- ------- -------
Total distributions.............. $ (5.330)$ (1.125)$(0.290) $(0.040)
------- ------- ------- -------
Net asset value -- end of year..... $ 9.540 $ 13.390 $ 12.010 $10.240
======== ================ ========
Total Return(4).................... 11.43% 20.99% 20.28% 2.81%
Annualized Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $1,520 $19,185 $14,753 $11,437
Ratio of net expenses to average daily
net assets(1) .................. 2.17%(5)1.68%(5)1.76%(5) 1.62%(3)
Ratio of net investment income (loss) to
average daily net assets........ (0.70%) 1.20% 1.52% 0.95%(2)
Portfolio Turnover Rate.......... 8% 34% 38% 26%
Average commision rate paid(6)... $0.1749 $0.4536 -- --
<FN>
(1) During the year ended December 31, 1997, the Investment Adviser and the
Principal Underwriter reduced their fees, and the Investment Adviser was
allocated a portion of the Fund's operating expenses. Had such actions not
been undertaken, net investment income (loss) per share and the ratios would
have been as follows:
Net investment loss per share...... $(0.145)
========
Annualized Ratios (As a percentage of average daily net assets):
Expenses......................... 2.60%
========
Net investment loss.............. (1.13%)
========
(2) For the period from start of business, February 15, 1994, to December 31,
1994. (3) Annualized.
(4) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(5) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 2.00%, 1.55% and 1.53%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(6) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
(7) Certain per share amounts are based on average shares outstanding.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
HONG KONG/CHINA FUND 1997(8) 1996 1995 1994 1993 1992 1991 1990(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - beginning of year $ 16.470 $13.030 $ 13.020 $ 20.990 $11.770 $10.270 $ 8.360 $ 10.000
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from Investment Operations:
Net investment income(1) ........ $ 0.110 $ 0.182 $ 0.368 $ 0.678 0.426 $ 0.330 $ 0.266 $ 0.093
Net realized and unrealized gain (loss)(4) (4.600 3.458 (0.158) (8.448) 9.394 1.355 2.474 (1.733)
------- ------- ------- ------- ------- ------- ------- -------
Total income (loss)
from investment operations...... $ (4.490) $ 3.640 $ 0.210 $ (7.770) $ 9.820 $ 1.685 $ 2.740 $(1.640)
------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $ - $(0.200) $(0.200)$ (0.200 $(0.254)$(0.170) $(0.200) $ -
From net realized gains on investments - - - - (0.346) (0.015) (0.630) $ -
------- ------- ------- ------- ------- ------- ------- -------
Total Distributions.............. $ - $(0.200) $(0.200)$ (0.200) $(0.600)$(0.185) $(0.830) $ -
------- ------- ------- ------- ------- ------- ------- -------
Net asset value - end of year...... $ 11.980 $16.470 $13.030 $ 13.020 $ 20.990 $11.770 $10.270 $ 8.360
======== ======== ======== ======= ========= ======== ======== ========
Total Return(3) ................... (27.20%) 27.96% 1.63% (37.03%) 84.32% 16.33% 34.34% (17.20%)
Annualized Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $ 6,958 $34,366 $25,399 $19,679 $16,210 $3,545 $235 $301
Ratio of net expenses to average
daily net assets................ 1.96%(5)1.62%(5) 1.59%(5) 1.41% 2.00% 2.00% 2.00% 2.00%(6)
Ratio of net investment income
to average daily net assets..... 0.66% 1.81% 3.26% 3.93% 3.01% 3.13% 2.88% 2.17%(6)
Portfolio Turnover Rate.......... 56% 65% 100% 131% 76% 39% 77% 58%
Average commission rate paid (7) $0.0118 $0.0095 - - - - - -
<FN>
(1) During each of the four periods December 31, 1990 through December 31, 1993,
the Investment Adviser, the Administrator and the Principal Underwriter reduced
their fees, and the Investment Adviser was allocated a portion of the Fund's
operating expenses. Had such actions not been undertaken, net investment income
(loss) per share and the ratios would have been as follows:
1993 1992 1991 1990(2)
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) per share $0.419 $0.093 $(0.871)$(0.819)
======== ======== ======== ========
Annualized Ratios (As a percentage of average daily net assets):
Expenses......................... 2.05% 4.25% 14.31% 23.28%
======== ======== ======== ========
Net investment income (loss)..... 2.96% 0.88% (9.43%) (19.11%)
======== ======== ======== ========
(2) For the period from the start of business, June 28, 1990, to December 31,
1990.
(3) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4) For the years ended December 31, 1997, 1995 and 1992, the per share amount
is not in accord with the net realized and unrealized gain (loss) for the
period because of the timing of sales of Trust shares and the amounts per
share realized and unrealized gains and losses at such times.
(5) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 1.72%, 1.43% and 1.34%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(6) Annualized.
(7) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
(8) Certain per share amounts are based on average shares outstanding.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
JAPAN FUND 1997 1996 1995 1994(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value - beginning of year $ 7.980 $ 8.780 $ 9.660 $10.000
------- ------- ------- -------
Income from Investment Operations:
Net investment loss.............. $ (0.100)$ (0.095) $(0.045) $(0.050)
Net realized and unrealized loss. (1.040) (0.705) (0.835) (0.170)
------- ------- ------- -------
Total loss from investment
operations..................... $ (1.140)$ (0.800) $(0.880) $(0.220)
Less Distributions:
From net realized gains on
investments..................... - - - (0.120)
------- ------- ------- -------
Net asset value - end of year...... $ 6.840 $ 7.980 $ 8.780 $ 9.660
======== ================ ========
Total Return(3).................... (14.16%) (9.11%) (9.11%) (2.17%)
Annualized Ratios/Supplemental Data:
Net assets, end of year
(000 omitted)................... $ 3,807 $ 17,041 $ 21,631 $ 8,653
Ratio of net expenses to average daily net
assets.......................... 2.15%(4)1.75%(4) 1.81%(4)1.83%(2)
Ratio of net investment loss
to average daily net assets..... (1.24%) (1.05%) (0.67%) (0.66%)(2)
Portfolio Turnover Rate.......... 112% 56% 112% 48%
Average commission rate paid(5) . $0.1309 $0.0917 - -
<FN>
(1) For the period from the start of business, February 14, 1994, to December 31, 1994.
(2) Annualized.
(3) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 1.84%, 1.65% and 1.49%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(5) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
(6) Certain per share amounts are based on average shares outstanding.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
MEXICO FUND 1997(7) 1996 1995 1994(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value -- beginning of year $ 5.380 $ 4.220 $ 6.480 $10.000
------- ------- ------- -------
Income from Investment Operations:
Net investment loss.............. $ (0.000)+$(0.012)$(0.012) $(0.040)
Net realized and unrealized gain (loss) 2.280 1.172 (2.175) (2.970)
------- ------- ------- -------
Total income (loss) from investment
operations..................... $ 2.280 $ 1.160 $ (2.187)$(3.010)
------- ------- ------- -------
Less Distributions:
From net realized gain on investments $ - $ - $(0.030) $(0.510)
In excess of net realized gains
on investments(6) .............. - - (0.043) -
------- ------- ------- -------
Total distributions............. $ - $ - $ (0.073)$(0.510)
------- ------- ------- -------
Net asset value -- end of year..... $ 7.660 $ 5.380 $ 4.220 $ 6.480
======== ======= ======== ========
Total Return(3).................... 42.38% 27.49% (33.37%) (30.91%)
Annualized Ratios/Supplemental Data:
Net assets, end of year
(000 omitted)................... $28,468 $22,028 $32,493 $13,422
Ratio of net expenses to average daily net
assets.......................... 1.61%(4) 1.59%(4) 1.72%(4 1.38%(2)
Ratio of net investment loss
to average daily net assets..... (0.06%) (0.14%) (0.41%) (0.98%)(2)
Portfolio Turnover Rate.......... 113% 63% 110% 85%
Average commision rate paid(5) .. $0.0101 $0.0045 - -
<FN>
(1) For the period from the start of business, August 2, 1994, to December 31, 1994.
(2) Annualized.
(3) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(4) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 1.45%, 1.41% and 1.39%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(5) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
(6) The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
(7) Certain per share amounts are based on average shares outstanding.
(+) Amount represents less than 0.001 per share.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
NETHERLANDS FUND 1997(3) 1996 1995 1994 1993(3) 1992 1991 1990(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - beginning of year $ 8.970 $ 8.590 $ 8.100 $10.020 $ 8.460 $ 9.420 $ 8.650 $10.000
------- ------- ------- ------- ------- ------- ------- -------
Income from Investment Operations:
Net investment income (loss)(1).. $ (0.006) $ 0.047 $ (0.004)$(0.060) $(0.015)$ 0.108 $ 0.114 $(0.014)
Net realized and unrealized gain (loss) 1.396 2.943 1.490 1.150 1.655 (0.958 0.756 (1.336)
------- ------- ------- ------- ------- ------- ------- -------
Total income (loss) from investment
operations..................... $ 1.390 $ 2.990 $ 1.486 $ 1.090 $ 1.640 $(0.850) $ 0.870 $(1.350)
------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
From net investment income....... $ - $ - $ - $ (0.020)$(0.080)$(0.110) $(0.100) $ -
From net realized gains on investments (0.550) (2.610) (0.996) (2.990) - - - -
------- ------- ------- ------- ------- ------- ------- -------
Total Distributions.............. $ (0.550) $(2.610) $(0.996) $ (3.010)$(0.080) $(0.110) $(0.100)$ -
------- ------- ------- ------- ------- ------- ------- -------
Net asset value - end of year...... $ 9.810 $ 8.970 $ 8.590 $ 8.100 $ 10.020 $ 8.460 $ 9.420 $ 8.650
======== ======== ======== ====== ======== ======== ======== ========
Total Return(4) ................... 15.44% 36.56% 18.84% 11.68% 19.52% (9.18%) 10.00% (14.30%)
Annualized Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $12,975 $7,566 $7,218 $3,951 $8,753 $165 $134 $288
Ratio of net expenses to average daily
net assets(1) .................. 1.86%(5) 2.22%(5) 2.26%(5) 1.93% 2.00% 2.00% 1.69% 2.00% (6)
Ratio of net investment income (loss)
to average daily net assets(1) . (0.05%) 0.83% (0.13%) 0.13% (0.16%) 1.26% 1.39% (0.31%)(6)
Portfolio Turnover Rate.......... 29% 124% 87% 101% 47% 69% 59% 7%
Average commision rate paid(7) .. $0.1749 $0.1882 - - - - - -
<FN>
(1) During certain periods presented, the Investment Adviser, the Administrator
and/or the Principal Underwriter reduced their fees, and the Investment
Adviser was allocated a portion of the Fund's operating expenses. Had such
actions not been undertaken, net investment income (loss) per share and the
ratios would have been as follows:
1996 1995 1993(3) 1992 1991 1990(2)
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) per share $ 0.038 $ (0.018) $(0.085) $(2.481)$(1.078 $ (0.893)
======== ======== ======== ======== ======== ========
Annualized Ratios (As a percentage of average daily net assets):
Expenses......................... 2.38% 2.45% 2.75% 32.21% 16.23% 21.47% (6)
======== ======== ======== ======== ======== ========
Net investment income (loss)..... 0.67% (0.58%) (0.91%) (28.95%)(13.15%) 19.78%)(6)
======== ======== ======== ======== ======== ========
(2) For the period from the start of business, June 28, 1990, to December 31,
1990. (3) Certain of the per share data are based on average shares outstanding.
(4) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(5) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 1.72%, 1.99% and 2.00%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(6) Annualized.
(7) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
NORDIC FUND 1997(8) 1996 1995 1994(2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value - beginning of year $ 14.780$ 11.330 $ 9.500 $10.000
------- ------- ------- -------
Income from Investment Operations:
Net investment income (loss) (1). $(0.120)$ (0.064)$ 0.072 $(0.012)
Net realized and unrealized gain (loss) 0.850 3.694 1.808 (0.118)
------- ------- ------- -------
Total income (loss) from investment operations $0.730 $ 3.630 $ 1.880 $(0.130)
------- ------- ------- -------
Less Distributions:
From net investment income....... $ - $ - $ (0.050)$ -
In excess of net realized gain on investments(7) (2.830) (0.180) - (0.366)
From paid-in capital............. - - - (0.004)
------- ------- ------- -------
Total distributions.............. $(2.830) $(0.180) $ (0.050)$(0.370)
------- ------- ------- -------
Net asset value - end of year...... $12.680 $ 14.780 $ 11.330 $ 9.500
======== ======== ======== ========
Total Return(4).................... 5.22% 32.09% 19.80% (1.19%)
Annualized Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $2,640 $7,031 $3,504 $8,712
Ratio of net expenses to average daily net
assets(1) ...................... 2.15%(5) 2.21%(5)2.24%(5) 1.78%(3)
Ratio of net investment income (loss)
to average daily net assets(1) . (0.79%) (0.55%) 0.15% (0.35%)(3)
Portfolio Turnover Rate.......... 48% 78% 94% 33%
Average commission rate paid(6) . $0.1098 $0.1131 - -
<FN>
(1) During the years ended December 31, 1997, 1996 and 1995, the Investment
Adviser and the Principal Underwriter reduced their fees, and the Investment
Adviser was allocated a portion of the Fund's operating expenses. Had such
actions not been undertaken, net investment income (loss) per share and the
ratios would have been as follows:
1997 1996 1995
- -----------------------------------------------------------------------------------------------------------
Net investment loss per share...... $(0.272)$(0.130) $(0.523)
======== ======= ========
Annualized Ratios (As a percentage of average daily net assets):
Expenses......................... 3.15% 2.78% 3.25%
======== ======= ========
Net investment loss.............. (1.79% (1.12%) (1.09%)
======== ======== =======
(2) For the period from the start of business, February 14, 1994, to December
31, 1994.
(3) Annualized.
(4) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(5) Custodian fees were reduced by credits resulting from cash balances the
Trust maintained with the custodian. The computation of net expenses to
average daily net assets reported above is computed without consideration of
such credits, in accordance with reporting regulations in effect beginning
in 1995. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 2.00%, 1.99% and 2.00%
for the years ended December 31, 1997, 1996 and 1995, respectively.
(6) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged.
(7) The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
(8) Certain per share amounts are based on average shares outstanding.
</FN>
</TABLE>
<PAGE>
The Funds and their
Investment Objectives and Policies
Each Fund seeks to enhance total investment return (consisting of price
appreciation plus income) by investing in a broadly based portfolio of equity
securities selected by the Investment Adviser from the publicly traded companies
in the National Equity Index for the nation or nations in which each Fund is
permitted to invest. Only securities for which adequate public information is
available and which could be considered acceptable for investment by a prudent
person will comprise a National Equity Index. Each Fund will invest at least 65%
of its total assets in the securities of companies located in the country or
countries referred to in its name. The multiple country Funds will invest in
securities of issuers in the following countries: Wright
EquiFund-Belgium/Luxembourg -- Belgium and Luxembourg and Wright EquiFund-Nordic
- -- Denmark, Finland, Norway and Sweden. The multiple country Funds will not
necessarily allocate investments equally among the different countries located
in the applicable geographical regions since there may be a limited number of
qualified issuers and securities in a given country. Thus, investments may at
times be weighted more heavily in some countries within a multiple country Fund.
In some instances, all of the assets of a multiple-country Fund may be invested
in one country. A Fund's selection of equity securities is limited to those
equity securities included in the National Equity Index (which is described
below) relating to such Fund. Each Fund will, under normal market conditions,
invest at least 80% of its net assets in equity securities, including common
stocks, preferred stocks, rights, warrants and securities convertible into
stock. With respect to Belgium/Luxembourg, Hong Kong/China, Japan, Netherlands
and Nordic Funds, the policy stated in the preceding sentence is fundamental and
may not be changed without shareholder approval. As a matter of nonfundamental
policy, it is expected that the Funds will normally be fully invested in equity
securities. However, a Fund may invest up to 20% of its net assets in the
short-term debt securities described under "Special Considerations - Defensive
Investments." In addition, for temporary defensive purposes, a Fund may hold
cash or invest more than 20% of its net assets in these short-term debt
securities.
Except as provided above and except for the fundamental investment
restrictions listed in the Statement of Additional Information, the investment
objective and policies of each Fund are not fundamental and may be changed by
the Trustees of the Trust without a vote of the affected Fund's shareholders.
Any such change of the investment objective of a Fund will be preceded by thirty
days' advance written notice to each shareholder of such Fund. If any changes
were made, the Fund might have an investment objective different from the
objective which an investor considered appropriate at the time the investor
became a shareholder in the Fund. There is no assurance that the Funds will
achieve their respective investment objectives. The market price of securities
held by the Funds that are quoted or denominated in foreign currencies, when
expressed in U.S. dollars, will fluctuate in response to changes in exchange
rates between the U.S. dollar and the currencies in which the securities are
quoted or denominated. The net asset value of each Fund's shares will also
fluctuate as a result of changes in the value of the securities that it owns.
The National Equity Indices
Wright, with the assistance of local financial institutions as described
below, has developed the National Equity Indices (the "Indices"). Each Index is
designed to be an index of substantially all the publicly traded companies in
the nation or nations in which each respective Fund is permitted to invest which
meet the requirements of a prudent investor. The prudent investor standard
requires that care, skill and caution be used in selecting securities for
investment. This prudent investor standard is the foundation for the investment
criteria employed in creating the Indices. The Investment Adviser will select
securities for investment from those included in the corresponding Index.
Wright has developed disciplined objective criteria to insure that the
required care, skill and caution are used in selecting securities for each of
the Indices.
Wright generally considers for inclusion in an Index only those companies
which have at least:
1. Five years of audited operating information;
<PAGE>
2. An established minimum in both book value and market value; and
3. A three-year record of pricing in a public market.
In addition, only companies that meet the following criteria will be
included in an Index:
1. A significant portion of the shares of the company is believed to be
publicly owned;
2. The company has had positive earnings for the last fiscal or calendar
year, or for the last twelve months, or cumulatively for the last three
years; and
3. The company is not a closed-end investment company, a real estate
investment trust or a non-bank securities broker/dealer.
In selecting securities for the Indices and for inclusion in the portfolios
of the Funds, Wright utilizes its Worldscope(R) international database. The
database provides more than 1,500 items of information on more than 17,700
companies worldwide. Except with respect to United States investments, Wright
may utilize the services of major financial institutions that are located in the
nations in which the respective Funds are permitted to invest and are qualified
to supply Wright with research products and services. These services include
reports on particular industries and companies, economic surveys and analyses of
the investment environment and trends in a particular nation, recommendations as
to whether specific securities should be included in an Index and other
appropriate assistance in the performance of Wright's decision-making
responsibilities.
The Indices are adjusted quarterly and as otherwise necessary to reflect
significant events. Changes in the composition of an Index will be made by
determining whether existing companies included in the Index continue to meet
the criteria of the Index and whether other companies meet these criteria and
should replace or be added to the companies already comprising that Index. The
Indices give equal weight to each security included therein, and are intended to
include substantially all the publicly traded companies which meet the
requirements of the prudent investor in the respective nations. Use of the equal
weighting method of constructing an Index will often result in a greater
representation of smaller capitalization companies than would occur if the Index
were weighted on the basis of relative market capitalization in the nation or
nations in which their securities are primarily traded. Such smaller
capitalization companies may have shorter operating histories, less
diversification of assets and smaller dividend payments than larger
capitalization companies. On the other hand, such smaller capitalization
companies may be younger or less mature companies still experiencing significant
growth. A detailed explanation of the objective criteria used in the process of
selecting companies for inclusion in an Index is included in the Statement of
Additional Information.
The securities included in an Index will be (i) admitted to official
listing on a stock exchange in any Member State of the European Union, (ii)
admitted to official listing on a recognized stock exchange in any other country
in Western Europe, Asia, Oceania, the American continents, including Bermuda,
and Africa, (iii) traded on another regulated market in any such Member State of
the European Union or such other country referred to above, provided such market
operates regularly and is recognized and open to the public, or (iv) recently
issued, provided the terms of the issue provide that application be made for
admission to official listing on any of the stock exchanges or other regulated
markets referred to above, and provided such listing is secured within a year
following the date of issuance.
The performance of each National Equity Index is included in various
publications of Wright Investors' Service, including the monthly International
Investment Advice and Analysis.
Investment Policies
Each Fund seeks to achieve its investment objective of enhanced total
investment return (price appreciation plus income) by investing in a broadly
based portfolio of equity securities selected by the Investment Adviser from the
publicly traded companies in the corresponding Index.
<PAGE>
The Investment Adviser will select equity securities for a Fund's portfolio
from companies in the relevant Index, determine to sell securities in the Fund's
portfolio, and determine the amount to be invested in a security on the basis of
characteristics which have been identified by the Investment Adviser as being
likely to provide comparatively superior investment return over the intermediate
term. Although each Fund may acquire for its portfolio only those securities
which are included in the relevant Index at the time of purchase, it is not
expected that the Fund's portfolio will necessarily resemble the Index either in
the number of securities included or in the amount invested in each security.
Although there can be no guarantee that each Fund's investment objective will be
achieved, each Fund is expected to have a broadly based investment portfolio
composed of the equity securities of companies in the designated nation or
nations.
The Trust, on behalf of each Fund, has adopted certain fundamental
investment restrictions which are enumerated in detail in the Statement of
Additional Information and which may be changed as to each Fund only by the vote
of a majority of the affected Fund's outstanding voting securities. Among these
restrictions, a Fund may not borrow money except from a bank, and then only up
to 1/3 of the current market value of its total assets (excluding the amount
borrowed). A Fund may not purchase any securities which would cause 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 with respect to
investments in obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. Further, with respect to 75% of its assets, no
more than 5% of a Fund's total assets may be invested in the securities of a
single issuer and no Fund will purchase more than 10% of the outstanding voting
securities of a single issuer.
None of the Funds has any current intention of borrowing for leverage or
speculative purposes. As a matter of nonfundamental policy, no Fund will
purchase or enter into an agreement to purchase securities while borrowings
exceed 5% of its total assets. Each Fund may not invest more than 15% of its net
assets in investments that are illiquid at the time of purchase.
None of the Funds is intended to be a complete investment program by itself
and the prospective investor should take into account his or her objectives and
other investments when considering the purchase of any Fund's shares. The Funds
cannot eliminate risk or assure achievement of their objectives.
Special Investment Considerations - Risks
Repurchase Agreements. Each Fund may enter into repurchase agreements in order
to earn income on temporarily uninvested cash. A repurchase agreement is an
agreement under which the seller of securities agrees to repurchase and a Fund
agrees to resell the securities at a specified time and price. Each Fund may
enter into repurchase agreements only with large, well-capitalized domestic or
foreign banks or government securities dealers that meet Wright credit
standards. In addition, such repurchase agreements will provide that the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned under the
repurchase agreement. In the event of a default or bankruptcy by a seller under
a repurchase agreement, the affected Fund will seek to liquidate such
collateral. However, the exercise of the right to liquidate such collateral
could involve certain costs, delays and restrictions and is not ultimately
assured. To the extent that proceeds from any sale upon a default of the
obligation to repurchase are less than the repurchase price, a Fund could suffer
a loss. There is no percentage limit on the amount of any Fund's investments in
repurchase agreements, except for the requirement that, under normal market
conditions, at least 80% of each Fund's net assets will be invested in equity
securities.
Temporary Defensive Investments. During periods of unusual market or economic
conditions, when Wright believes that investing for temporary defensive purposes
is appropriate, all or any portion of each Fund's assets may be held in cash
(including, subject to the requirements of the Internal Revenue Code of 1986, as
amended (the "Code") applicable to regulated investment companies, the foreign
currency of the nation or nations in which such Fund invests) or invested in
short-term obligations, including but not limited to obligations issued or
guaranteed by the U.S. or any foreign government
<PAGE>
or any of their respective agencies or instrumentalities; obligations of
public international agencies; commercial paper which at the date of investment
is rated A-1 by Standard & Poor's Ratings Group ("S&P") or P-1 by Moody's
Investors Service, Inc. ("Moody's"), or, if not rated by such rating
organizations, is deemed by the Investment Adviser pursuant to procedures
established by the Trustees to be of comparable quality; short-term corporate
obligations and other debt instruments which at the date of investment are rated
AA or better by S&P or Aa or better by Moody's or, if unrated, which are deemed
by the Investment Adviser pursuant to procedures established by the Trustees to
be of comparable quality; and certificates of deposit, bankers' acceptances and
time deposits of domestic or foreign banks which are determined to be of high
quality by the Investment Adviser. Temporary investments may be denominated
either in U.S. dollars or in the currency of the nation in which the Fund
primarily invests.
Foreign Investments. Investment in securities of foreign companies and
governments may involve certain risk considerations in addition to those arising
when investing in domestic securities. These considerations include the
possibility of currency exchange rate fluctuations and revaluation of
currencies, the existence of less publicly available information about foreign
issuers, different accounting, auditing and financial reporting standards, less
stringent securities regulation, non-negotiable brokerage commissions, different
tax provisions, political or social instability, war or expropriation. Moreover,
foreign stock and bond markets generally are not as developed and efficient as
those in the United States and, therefore, the volume and liquidity in those
markets may be less, and the volatility of prices may be greater, than in U.S.
markets. Settlement of transactions in foreign markets may be delayed beyond
what is customary in U.S. markets. These considerations generally are of greater
concern in developing countries. Further information regarding the nations in
which the Funds will invest may be found in the Appendix, beginning on page 29.
Each Fund may, but does not expect to, invest in foreign securities in the
form of American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), International Depositary Receipts ("IDRs") or other similar securities
convertible into securities of foreign issuers. ADRs are receipts typically
issued by a United States bank or trust company evidencing ownership of the
underlying foreign securities. EDRs and IDRs are receipts typically issued by a
European bank or trust company evidencing ownership of the underlying foreign
securities.
Foreign Currency Transactions. Each Fund may buy and sell foreign currencies.
The value in U.S. dollars of investments quoted or denominated in foreign
currencies will be affected by changes in currency exchange rates. As one way of
managing currency exchange rate risk, a Fund may enter into forward foreign
currency exchange contracts, which are agreements to purchase or sell foreign
currencies at a specified price and date. A Fund will usually enter into these
contracts to fix the value of a security it has agreed to buy or sell
(transaction hedge). A Fund may also use these contracts to hedge the value of a
security it already owns, particularly if it expects a decline in the value of
the currency in which the foreign security is quoted or denominated (position
hedge). The underlying currency value of each Fund's forward contracts will be
limited to the value of securities to be bought and sold in that currency plus
the value of the Fund's portfolio securities quoted or denominated in such
currency. There is no other percentage limitation on any Fund's holdings of
foreign currencies or forward contracts, except for the requirement that, under
normal market conditions, at least 80% of the Fund's net assets will be invested
in equity securities. Contracts to sell foreign currency could limit any
potential gain which might be realized by a Fund if the value of the hedged
currency increases. Although a Fund will attempt to benefit from using forward
contracts, the success of its hedging strategy will depend on the Investment
Adviser's ability to predict accurately the future exchange rate between foreign
currencies. The ability to predict the direction of currency exchange rates
involves skills different from those used in selecting securities.
Lending Portfolio Securities. Each Fund may seek to increase its total return by
lending portfolio securities to broker-dealers or other institutional borrowers.
Such loans are required to be continuously secured by collateral in cash or
liquid securities. During the existence of a loan, a Fund will continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and will also receive a fee, or all or a portion of the
interest, if any, on investment of the collateral. However, the Fund may at the
<PAGE>
same time pay a transaction fee to such borrowers and administrative expenses,
such as finders fees to third parties. A Fund may invest the proceeds it
receives from a securities loan in the types of securities in which it may
invest. As with other extensions of credit there are risks of delay in recovery
or even loss of rights in the securities loaned if the borrower of the
securities fails financially. However, the loans will be made only to
organizations deemed by the Investment Adviser to be of good standing and when,
in the judgment of the Investment Adviser, the consideration which can be earned
from securities loans of this type justifies the attendant risk. The financial
condition of the borrower will be monitored by the Investment Adviser on an
ongoing basis and collateral values will be continuously maintained at no less
than 100% by "marking to market" daily. If the Investment Adviser decides to
make securities loans, it is intended that the value of the securities loaned
would not exceed 30% of the Fund's total assets.
The Investment Adviser
Each Fund has engaged The Winthrop Corporation ("Winthrop") to act as its
investment adviser pursuant to Investment Advisory Contracts. Pursuant to a
service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes each
Fund with investment advice and management services. Winthrop supervises
Wright's performance of this function and retains its contractual obligations
under its Investment Advisory Contract with each Fund. The address of both
Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The
Trustees of the Trust are responsible for the general oversight of the conduct
of the Funds' business.
Wright is a leading independent international investment management and
advisory firm which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 125 people includes a highly respected team of
economists, investment experts and research analysts. In addition to the Funds,
Wright manages assets for bank trust departments, corporations, unions,
municipalities, eleemosynary institutions, professional associations,
institutional investors, fiduciary organizations, family trusts and individuals.
Wright is also the investment adviser to certain funds in The Wright Managed
Equity Trust and The Wright Managed Income Trust; all the funds in The Wright
Managed Blue Chip Series Trust and Catholic Values Investment Trust (the "Wright
Funds"); and the portfolios in The Wright Blue Chip Master Portfolio Trust.
Wright, along with Disclosure International, Inc., operates one of the world's
largest and most complete databases of financial information on over 17,700
domestic and international corporations. The estate of John Winthrop Wright is
the controlling shareholder of Winthrop. At the end of 1997, Wright managed
approximately $4 billion of assets.
An Investment Committee of senior officers, all of whom are experienced
analysts, exercises disciplined direction and control over all investment
selections, policies and procedures for each Fund. The Committee, following
highly disciplined buy-and-sell rules, makes all decisions for the selection,
purchase and sale of all securities. The members of the Committee are as
follows:
Peter M. Donovan, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics, Goddard College and joined Wright from Jones,
Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president of The
Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed
Blue Chip Series Trust, The Wright EquiFund Equity Trust, Catholic Values
Investment Trust and The Wright Blue Chip Master Portfolio Trust. He is also a
director of Aetna Master Fund, a Luxembourg SICAV. He is a member of the New
York Society of Security Analysts and the Hartford Society of Financial
Analysts.
Judith R. Corchard, Chairman of the Investment Committee, Executive Vice
President - Investment Management of Wright. Ms. Corchard attended the
University of Connecticut and joined Wright in 1960. Ms. Corchard is also a
member of the New York Society of Security Analysts, the Hartford Society of
Financial Analysts and AIMR. She is a vice president and trustee of The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust, The Wright EquiFund Equity Trust, Catholic Values Investment
Trust and The Wright Blue Chip Master Portfolio Trust.
<PAGE>
Jatin J. Mehta, CFA, Chief Investment Officer - U.S. Equities of Wright.
Mr. Mehta received a BS Civil Engineering, University of Bombay, India and an
MBA from the University of Bridgeport. Before joining Wright in 1969, Mr. Mehta
was an executive of the Industrial Credit Investment Corporation of India, a
World Bank agency in India for financial assistance to private industry. He is a
member of the New York Society of Security Analysts and the Hartford Society of
Financial Analysts.
Harivadan K. Kapadia, CFA, Senior Vice President - Investment Analysis and
Information of Wright. Mr. Kapadia received a BA (hon.) Economics and Statistics
and MA Economics, University of Baroda, India and an MBA from the University of
Bridgeport. Before joining Wright in 1969, Mr. Kapadia was Assistant Lecturer at
the College of Engineering and Technology in Surat, India and Lecturer, at the
B.J. College of Commerce, VVNagar, India. He has published the textbooks:
"Elements of Statistics," "Statistics," "Descriptive Economics," and "Elements
of Economics." He was appointed Adjunct Professor at the Graduate School of
Business, Fairfield University in 1981. He is also a member of the New York
Society of Security Analysts and the Hartford Society of Financial Analysts.
Michael F. Flament, CFA, Senior Vice President - Investment and Economic
Analysis of Wright. Mr. Flament received a BS Mathematics, Fairfield University;
MA Mathematics, University of Massachusetts and an MBA Finance, University of
Bridgeport and joined Wright in 1972. He is a trustee of The Wright Managed Blue
Chip Series Trust and a member of the New York Society of Security Analysts and
the Hartford Society of Financial Analysts.
James P. Fields, CFA, Senior Vice President and Investment Officer of
Wright. Mr. Fields received a B.S. Accounting, Fairfield University and an MBA
Finance from Pace University. He joined Wright in 1982 and is also a member of
the New York Society of Security Analysts.
Amit S. Khandwala, Senior Vice President - International Investments of
Wright. Mr. Khandwala received a BS (Economics, Accounting, International
Business and Computers) from University of Bombay, India, and an MBA
(Investments, Corporate Finance, International Finance & International
Marketing) from the University of Hartford. Mr. Khandwala has taught in the
Executive MBA Program at the University of Hartford Business School and his
research on ADRs has been published in The Journal of Portfolio Management. He
was involved in establishing the Stamford Society of Securities Analysts and is
a member of the New York Society of Security Analysts and the Hartford Society
of Financial Analysts. He joined Wright in 1986.
Charles T. Simko, Jr., Vice President - Investment Research of Wright. Mr.
Simko received a BS in Mathematics from Fairfield University. He joined Wright
in 1985.
Under the Funds' Investment Advisory Contracts, each Fund is required to
pay Winthrop a monthly advisory fee calculated at the annual rates (as a
percentage of average daily net assets) set forth in the following table.
Effective February 1, 1996, Winthrop will cause the Funds to pay to Wright the
entire amount of the advisory fee payable by each Fund under its Investment
Advisory Contract with Winthrop. However, for the 1998 fiscal year, Wright has
agreed to reduce its advisory fee and reallocate certain expenses, if such
action is necessary to keep each Fund's expense ratio at or below 2.00%.
ANNUAL % ADVISORY FEE RATES
Under $500 Million Over
$500 Million to $1 Billion $1 Billion
------------------------------------------------------
0.75% 0.73% 0.68%
In addition to compensating Wright for its advisory services to the Funds,
the advisory fee is intended to partially compensate Wright for the maintenance
of the National Equity Indices which form the basis for the selection of
securities for the Funds. Wright incurs significant expenses in maintaining the
Indices, including: the cost of employing persons to research companies that are
candidates for inclusion in or removal from an Index and to enter data into
Wright's computerized international database; compensation to institutions in
each country for research provided to Wright; expenses associated with travel to
the countries for which Wright maintains Indices; and the costs of subscribing
to numerous publications and making extensive use of long-distance
telecommunications facilities.
The need to compensate Wright for incurring these expenses in maintaining
the Indices distinguishes the Funds from traditional index funds with portfolios
that track independent published indices available at little or no cost to the
funds' managers.
<PAGE>
Shareholders of the Funds who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Funds.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients and at the same time, as a shareholder in a Fund, bear its
share of the advisory fee paid by the Fund to Wright as described above.
For the fiscal year ended December 31, 1997, the Belgium/Luxembourg Fund,
Hong Kong/China Fund, Japan Fund, Mexico Fund, Netherlands Fund and Nordic Fund
paid advisory fees at the annual rate of 0.68%, 0.75%, 0.75%, 0.75%, 0.75% and
0.27%, respectively.
Pursuant to the Investment Advisory Contracts, Wright also furnishes for
the use of each Fund office space and all necessary office facilities, equipment
and personnel for servicing the investments of each Fund. Other than those
expenses expressly stated to be payable by Wright under its Investment Advisory
Contract, each Fund is responsible for all expenses relating to its operations
including, but not limited to, Wright's advisory fee; Eaton Vance's
administration fee; fees pursuant to the Trust's Rule 12b-1 distribution plan;
taxes, if any; custodian, legal and auditing fees; fees and expenses of Trustees
who are not employees of Wright or Winthrop; insurance premiums; trade
association dues; expenses of obtaining quotations for calculating the value of
each Fund's net assets; printing and other expenses which are not expressly
designated as expenses of Wright or Eaton Vance.
Like most mutual funds, the Funds rely on computers in conducting daily
business and processing information. There is a concern that on January 1, 2000
some computer programs will be unable to recognize the new year and as a
consequence computer malfunctions will occur. The Investment Adviser the the
Administrator are taking steps that they believe are reasonably designed to
address this potential problem and to obtain satisfactory assurance from other
service providers to the Funds that they are also taking steps to address the
issue. There can, however, be no assurance that these steps will be sufficient
to avoid any adverse impact on the Funds or their shareholders.
Wright places the portfolio security transactions for each Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute the Funds' portfolio security transactions
on the most favorable terms and in the most effective manner possible. Subject
to the foregoing, Wright may consider sales of shares of the Wright Funds as a
factor in the selection of broker-dealer firms to execute such transactions.
Portfolio changes may be made by Wright without regard to the length of time a
security has been held. However, it is not the intention of the Funds to engage
in trading for short-term profits. The frequency of each Fund's portfolio
transactions or turnover rate may vary from year to year depending on market
conditions. A high rate of portfolio turnover (100% or more) involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Fund and thus indirectly by its shareholders. It may
also result in the realization of larger amounts of net short-term capital
gains, distributions from which are taxable to shareholders as ordinary income
under the Code.
The Administrator
Each Fund engages Eaton Vance as its administrator under an Administration
Agreement dated February 1, 1998. Under the Administration Agreement, Eaton
Vance is responsible for managing the business affairs of each Fund, subject to
the supervision of the Trust's Trustees. Eaton Vance's services include
recordkeeping, preparation and filing of documents required to comply with
federal and state securities laws, supervising the activities of the Funds'
custodian and transfer agent, providing assistance in connection with the
Trustees' and shareholders meetings and other administrative services necessary
to conduct each Fund's business. Eaton Vance will not provide any investment
management or advisory services to the Funds. For its services under the
Administration Agreement, each Fund is required to pay Eaton Vance a monthly
administration fee calculated at the annual rates (as a percentage of average
daily net assets) as follows: 0.1% on such assets under $100 million and 0.06%
on such assets over $100 million.
<PAGE>
For the fiscal year ended December 31, 1997, each of the Funds paid an
administration fee equivalent to 0.10% (annualized) of average daily net assets.
Eaton Vance, its affiliates and its predecessor companies have been
primarily engaged in managing assets of individuals and institutional clients
since 1924 and managing, administering and marketing mutual funds since 1931.
Total assets under management are approximately $22 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly-held holding
company.
Distribution Expenses
In addition to the fees and expenses payable by each Fund in accordance
with its Investment Advisory Contract and Administration Agreement, each Fund
pays for certain expenses pursuant to a Distribution Plan (the "Plan") designed
to meet the requirements of Rule 12b-1 under the 1940 Act and the Rules of the
National Association of Securities Dealers, Inc. (the "NASD").
The Trust has entered into a distribution contract with Wright Investors'
Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a
wholly-owned subsidiary of Winthrop. Under this contract and the Plan, it is
currently intended that each Fund will pay to WISDI for distribution services
and personal and account maintenance services in connection with the Fund's
shares, an annual fee equal to .25% of each Fund's average daily net assets.
Appropriate adjustments to payments made pursuant to the Plan shall be made
whenever necessary to assure that no payment is made by a Fund which exceeds the
applicable maximum cap imposed on asset-based, front-end and deferred sales
charges by Rule 2830 of the NASD.
Pursuant to the Plan, the Trust, on behalf of each Fund, is authorized to
compensate WISDI for (1) distribution services and (2) personal and account
maintenance services performed and expenses incurred by WISDI in connection with
the Fund's shares. The amount of such compensation, including compensation for
personal and account maintenance services, paid during any one year may not
exceed .25% of the average daily net assets of the Fund. Such compensation shall
be calculated and accrued daily and paid quarterly.
Distribution services and expenses for which WISDI may be compensated
pursuant to this Plan include, without limitation: compensation to and expenses
incurred by investment dealers, banks or other institutions ("Authorized
Dealers") and the officers, employees and sales representatives of Authorized
Dealers and of WISDI; allocable overhead, travel and telephone expenses; the
printing of prospectuses and reports for other than existing shareholders; the
preparation and distribution of sales literature and advertising; and all other
expenses (other than personal and account maintenance services as defined below)
incurred in connection with activities primarily intended to result in the sale
of the Funds' shares.
Personal and account maintenance services include, but are not limited to,
payments made to or on account of WISDI, Authorized Dealers and their respective
officers, employees and sales representatives who respond to inquiries of, and
furnish assistance to, shareholders concerning their ownership of Fund shares
and their accounts or who provide similar services not otherwise provided by or
on behalf of the Fund.
The Plan is a compensation plan which provides for the payment of a
specified distribution fee without regard to the distribution expenses actually
incurred by WISDI. Accordingly, an amount equal to 1/365 of the annual
distribution fee will be accrued on each day as an expense of each Fund, which
will reduce its net investment income. If the Plan were terminated or not
continued by the Trustees and no successor plan were adopted, the Funds would
cease to make distribution payments to WISDI. WISDI would be unable to recover
the amount of any unreimbursed distribution expenditures made by WISDI. However,
WISDI does not intend to make distribution expenditures at a rate that
materially exceeds the rate of compensation received under the Plan.
How the Funds Value their Shares
The Trust values the shares of each Fund once on each day the New York
Stock Exchange ("NYSE") is open as of
<PAGE>
the close of regular trading on the NYSE (normally 4:00 p.m. New York
time). The net asset value is determined in the manner authorized by the
Trustees of the Trust by the Funds' custodian (as agent for the Funds) with the
assistance of Wright for securities that involve valuation problems. Such
determination is accomplished by dividing the number of outstanding shares of
each Fund into its net worth (the excess of its assets over its liabilities).
Portfolio securities traded on more than one United States national
securities exchange or foreign securities exchange are valued by the Funds'
custodian at the last sale price on the business day as of which such value is
being determined at the close of the exchange representing the principal market
for such securities, unless those prices are deemed by Wright to be not
representative of market values. Securities which cannot be valued at such
prices will be valued by Wright at fair value in accordance with procedures
adopted by the Trustees. Foreign currencies, options on foreign currencies and
forward foreign currency contracts will be valued at their last sales price as
determined by published quotations or as supplied by banks that deal in such
instruments. The value of all assets and liabilities expressed in foreign
currencies will be converted into U.S. dollar value at the mean between the
buying and selling rates of such currencies against U.S. dollars last quoted by
any major bank. If such quotations are not available, the rate of exchange will
be determined in good faith by or under procedures established by the Trustees.
Securities traded over-the-counter, unlisted securities and listed securities
for which closing sale prices are not available are valued at the mean between
latest bid and asked prices or, if such bid and asked prices are not available,
at prices supplied by a pricing agent selected by Wright, unless such prices are
deemed by Wright not to be representative of market values at the close of
business of the NYSE. Securities for which market quotations are unavailable,
restricted securities, securities for which prices are deemed by Wright not to
be representative of market values and other assets will be appraised at their
fair value as determined in good faith according to guidelines established by
the Trustees of the Trust. Short-term obligations with remaining maturities of
sixty days or less are valued at amortized cost, which the Trustees have
determined approximates market value. Options traded on exchanges and
over-the-counter will be valued at the last current sales price on the market
where such option is principally traded. Over-the-counter and listed options for
which a last sale price is not available will be valued on the basis of
quotations supplied by dealers who regularly trade such options or if such
quotations are not available or deemed by Wright not to be representative of
market values, at fair value.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
on each business day in New York (i.e., a day on which the NYSE is open for
trading). In addition, European or Far Eastern securities trading generally or
in a particular country or countries may not take place on all business days in
New York. Furthermore, trading takes place in Japanese markets on certain
Saturdays and in various foreign markets on days which are not business days in
New York and on which the Funds' net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the
prices of the majority of the portfolio securities used in such calculation.
Events affecting the values of portfolio securities that occur between the time
their prices are determined and the close of the NYSE will not be reflected in a
Fund's calculation of net asset value unless Wright deems that the particular
event would materially affect net asset value, in which case the securities will
be valued at their fair value according to procedures decided upon by the
Trustees.
How to Buy Shares
Shares of each Fund are sold without a sales charge at the net asset value
next determined after the receipt of a purchase order as described below. The
minimum initial investment in each Fund is $1,000, although this will be waived
for investments in 401(k) tax-sheltered retirement plans. There is no minimum
amount required for subsequent purchases. The $1,000 minimum initial investment
is also waived for Automatic Investment Program accounts which may be
established with an investment of $50 or more with a minimum of $50 applicable
to each subsequent investment. The minimum initial investment will be reduced to
$500 with respect to shares purchased by or for an investor making an investment
through an investment adviser, financial planner, broker, or other intermediary
that charges a fee for its services
<PAGE>
and has entered into an agreement with the Fund or its Principal
Underwriter. Each Fund reserves the right to reject any order for the purchase
of its shares or to limit or suspend, without prior notice, the offering of its
shares.
Shares of each Fund may be purchased or redeemed through an Authorized
Dealer. Charges may be imposed by the institution for its services. Any such
charges could constitute a material portion of a smaller account. Shares may be
purchased or redeemed directly from or with each Fund without imposition of any
charges other than those described in this Prospectus. Authorized Dealers must
communicate an investor's order to the Principal Underwriter by a specific time
each day to receive that day's public offering price per share. It is the
Authorized Dealers' responsibility to transmit orders promptly to the Principal
Underwriter. The Trust has approved the acceptance of purchase and redemption
orders as of the time of their receipt by certain Authorized Dealers (or their
designated intermediaries).
Purchases By Wire: Investors may purchase shares by transmitting
immediately available funds (Federal Funds) by wire to:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: (Name of Fund)
(Include your Fund account number)
Initial purchase - Upon making an initial investment by wire, an investor
must first telephone the Funds' Order Department at (800) 225-6265, ext. 7750,
to advise of the action and to be assigned an account number. If this telephone
call is not made, it may not be possible to process the order promptly. In
addition, an Account Instructions form, which is available through WISDI, should
be promptly forwarded to First Data Investor Services Group (the "Transfer
Agent") at the following address:
WRIGHT MANAGED INVESTMENT FUNDS
P.O. Box 5156
Westborough, Massachusetts 01581-9698
Subsequent Purchases - Additional investments may be made at any time
through the wire procedure described above. The Funds' Order Department must be
immediately advised by telephone at (800) 225-6265, ext. 7750 of each
transmission of funds by wire.
Purchases by Mail: Initial Purchases - The Account Instructions form
available through WISDI should be completed by an investor, signed and mailed
with a check, Federal Reserve Draft, or other negotiable bank draft, drawn on a
U.S. bank and payable in U.S. dollars, to the order of the Fund whose shares are
being purchased and mailed to the Transfer Agent at the above address.
Subsequent Purchases - Additional purchases may be made at any time by an
investor by check, Federal Reserve draft, or other negotiable bank draft, drawn
on a U.S. bank and payable in U.S. dollars, to the order of the relevant Fund at
the above address. The sub-account, if any, to which the subsequent purchase is
to be credited should be identified together with the sub-account number and,
unless otherwise agreed, the name of the sub-account.
Automatic Investment Program - for regular share accumulation: Cash
investments of $50 or more may be made through the shareholder's checking
account via automatic withdrawal each month or quarter. The $1,000 minimum
initial investment and small account redemption policy are waived for the
Automatic Investment Program accounts.
Purchase through Exchange of Securities: Investors wishing to purchase
shares of a Fund through an exchange of portfolio securities should contact
WISDI to determine the acceptability of the securities and make the proper
arrangements. The shares of a Fund may be purchased, in whole or in part, by
delivering to the Funds' custodian securities that meet the investment objective
and policies of the relevant Fund, have readily ascertainable market prices and
quotations and are otherwise acceptable to the Investment Adviser and the Fund.
The Trust will only accept securities in exchange for shares of the Funds for
investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser, WISDI and the Funds reserve
the right to reject all or any part of the securities offered in exchange for
shares of a Fund. An investor
<PAGE>
who wishes to make an exchange should furnish to WISDI a list with a full
and exact description of all of the securities which he proposes to deliver.
WISDI or the Investment Adviser will specify those securities which the Fund is
prepared to accept and will provide the investor with the necessary forms to be
completed and signed by the investor. The investor should then send the
securities, in proper form for transfer, with the necessary forms to the Funds'
Custodian and certify that there are no legal or contractual restrictions on the
free transfer and sale of the securities. Exchanged securities will be valued at
their fair market value as of the date that the securities in proper form for
transfer and the accompanying purchase order are both received by the Trust,
using the procedures for valuing portfolio securities as described under "How
the Funds Value their Shares" on page 20. However, if the NYSE or appropriate
foreign stock exchange is not open for unrestricted trading on such date, such
valuation shall be on the next day on which the NYSE or foreign stock exchange
is so open. In any event, all valuations are determined in good faith by or at
the direction of the Trust's Trustees. The net asset value used for purposes of
pricing shares sold under the exchange program will be the net asset value next
determined following the receipt of both the securities offered in exchange and
the accompanying purchase order. Securities to be exchanged must have a minimum
aggregate value of $5,000. An exchange of securities is a taxable transaction
for federal and state income tax purposes.
How Shareholder Accounts are Maintained
Upon the initial purchase of a Fund's shares, an account will be opened for
the account or sub-account of an investor. Subsequent investments may be made at
any time by mail to the Transfer Agent or by wire, as noted above. The Trust has
the right, upon 60 days' notice to shareholders, to involuntarily redeem shares,
at the net asset value in accounts which do not meet this minimum account
requirement. However, no such redemption would be required by a Fund if the
cause of the low account balance was a reduction in the net asset value of Fund
shares. Confirmation statements indicating total shares of each Fund owned in
the account or each sub-account will be mailed to investors quarterly and at the
time of each purchase (other than reinvestment of dividends or distributions) or
redemption. The issuance of shares will be recorded on the books of the relevant
Fund. The Trust does not issue share certificates.
Distributions and Dividends by the Funds
The Trust intends to pay dividends from the net investment income of each
Fund as shown on the Fund's books at least annually. Any realized net capital
gains from the sale of securities in a Fund's portfolio or other transactions
(reduced by any available capital loss carryforwards from prior years) will be
also paid at least annually. Shareholders may reinvest dividends, and accumulate
capital gains distributions, if any, in additional shares of the same Fund at
the net asset value as of the ex-dividend date. Unless shareholders otherwise
instruct, all distributions and dividends will be automatically invested in
additional shares of the same Fund. Alternatively, shareholders may reinvest
capital gains distributions and direct that dividends be paid in cash, or direct
that both dividends and capital gains distributions be paid in cash.
Taxes
Under the Code, each Fund is treated as a separate entity for federal
income tax purposes. Each Fund has qualified and elected to be treated and
intends to continue to qualify as a regulated investment company for federal
income tax purposes. In order to so qualify, each Fund must meet certain
requirements with respect to sources of income, diversification of assets, and
distributions to shareholders. Each Fund does not pay federal income or excise
taxes to the extent that it distributes to its shareholders all of its net
investment income and net realized capital gains in accordance with the timing
requirements of the Code. None of the Funds will be subject to income, corporate
excise or franchise taxation in Massachusetts in any year in which it qualifies
as a regulated investment company under the Code.
For federal income tax purposes, a Fund's distributions from its net
investment income, any excess of its net short-term capital gain over its net
long-term capital loss and
<PAGE>
certain net realized foreign currency gains are taxable to shareholders as
ordinary income, whether received in cash or reinvested in additional shares. It
is not expected that any portion of a Fund's distributions will qualify for the
corporate dividends-received deduction. Distributions from any excess of a
Fund's net long-term capital gain over its net short-term capital loss that the
Fund designates as "capital gain dividends" are taxable as long-term capital
gains whether received in cash or reinvested in additional shares, regardless of
how long the shareholder has held the Fund shares. As a result of tax
legislation enacted on August 5, 1997, long-term capital gains are taxable at
different rates for individual (noncorporate) investors (generally 28% or 20%
maximum rates, but other rates may also apply in particular cases) depending
upon the holding period of the asset that produced the gains, the investor's tax
bracket, and other relevant factors. Distributions on Fund shares shortly after
their purchase, although they may be attributable to taxable income and/or
capital gains that had been realized but not distributed at the time of purchase
and therefore may be in effect a return of a portion of the purchase price, are
generally subject to federal income tax. Distributions treated as ordinary
income or long-term capital gains that are declared by a Fund in October,
November or December to shareholders of record as of a date in such month and
paid the following January will be treated for federal income tax purposes as
having been received by the shareholder on December 31 of the year in which they
are declared.
Redemptions (including exchanges) of shares of a Fund are taxable
transactions and may in particular cases be subject to wash sale or other
special tax rules.
A Fund may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) that it
derives from investments in foreign securities and may make an election under
Section 853 of the Code that would allow shareholders to claim a credit or
deduction on their federal income tax returns for (and treat as additional
amounts distributed to them) their pro rata portion of qualified taxes paid by
such Fund to foreign countries. This election may be made only if more than 50%
of the assets of the Fund at the close of a taxable year consists of stock or
securities in foreign corporations. Availability of foreign tax credits or
deductions for shareholders is subject to certain additional restrictions and
limitations at the Fund and shareholder levels.
Annually, shareholders of each Fund that are not exempt from information
reporting requirements will receive information on Form 1099 regarding the prior
calendar year's distributions and redemptions (including exchanges).
Shareholders should consult their own tax advisers with respect to the tax
status of distributions from the Funds or the redemption (including an exchange)
of Fund shares in their own states and localities. Under Section 3406 of the
Code, individuals and other non-exempt shareholders will be subject to backup
withholding at the rate of 31% on taxable distributions made by a Fund and on
the proceeds of redemptions (including exchanges) of shares of the Fund if they
fail to provide to a Fund their correct taxpayer identification numbers and
certain certifications required by the Internal Revenue Service or if the
Internal Revenue Service or a broker notifies a Fund that the number furnished
by the shareholder is incorrect or that the shareholder is otherwise subject to
such withholding. If such withholding is applicable, such distributions and
proceeds will be reduced by the amount of tax required to be withheld.
Shareholders who are not United States persons should also consult their
tax advisers about the potential application of certain U.S. taxes, including a
U.S. withholding tax at the rate of 30% (or lower treaty rate) on amounts
treated as ordinary income distributions to them and of foreign taxes to their
investment in the Funds.
How to Exchange Shares
Shares of any Fund may be exchanged for shares of any other Wright
EquiFund, or shares of the other funds in The Wright EquiFund Equity Trust or
Standard Shares of The Wright Managed Equity Trust and The Wright Managed Income
Trust at net asset value at the time of the exchange.
This exchange privilege is available only in states where shares of such
other fund may be legally sold. Each exchange is subject to a minimum initial
investment of $1,000 in each fund.
<PAGE>
Shareholders purchasing shares from an Authorized Dealer may effect
exchanges between the above funds through their Authorized Dealer who will
transmit information regarding the requested exchanges to the Transfer Agent.
The Transfer Agent makes exchanges at the next determined net asset value
after receiving a request in writing mailed to the address provided under "How
to Buy Shares." Telephone exchanges are also accepted if the exchange involves
shares valued at less than $50,000 and on deposit with the Transfer Agent. All
shareholders are automatically eligible for the telephone exchange privilege. To
effect such exchanges, call the Transfer Agent at (800) 555-0644 (this is a
recorded line), Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern time).
All such telephone exchanges must be registered in the same name(s) and with the
same address and social security or other taxpayer identification number as are
registered with the Fund from which the exchange is being made. See "How to
Redeem or Sell Shares -- By Telephone" for a description of the procedures the
Funds employ to ensure that instructions communicated by telephone are genuine.
Neither the Trust, the Funds, the Principal Underwriter nor the Transfer Agent
will be responsible for the authenticity of exchange instructions received by
telephone, provided that reasonable procedures to confirm that instructions
communicated are genuine have been followed. Telephone instructions will be tape
recorded. In times of drastic economic or market changes, a telephone exchange
may be difficult to implement. When calling to make a telephone exchange,
shareholders should have their account number and social security or other
taxpayer identification numbers.
Generally, shareholders will be limited to four Telephone Exchange
round-trips during each year following the initial investment and a Fund may
refuse requests for Telephone Exchanges in excess of four round-trips (a
round-trip being the exchange out of the Fund into another Wright Fund, and then
back to the Fund). The Trust believes that use of the Exchange Privilege by
investors utilizing market-timing strategies adversely affects the Funds.
Therefore, the Trust generally will not honor requests for exchanges, including
Telephone Exchanges, by shareholders who identify themselves or are identified
by the Trust as "market-timers." The Trust identifies as market-timers on its
account records those investors who repeatedly make exchanges within a short
period (even if less than four round-trips per year) while retaining Fund shares
for very short holding periods (often less than a month). The Trust does not
automatically redeem shares that are the subject of a rejected exchange request.
Such shares will only be redeemed if the Trust is specifically authorized to do
so by the shareholder.
Additional documentation may be required for exchange requests if shares
are registered in the name of a corporation, partnership or fiduciary. Any
exchange request may be rejected by a Fund or the Principal Underwriter at its
discretion. The exchange privilege may be changed or discontinued without
penalty at any time. Shareholders will be given 60 days' prior notice of any
termination or material amendment of the exchange privilege. Contact the
Transfer Agent for additional information concerning the Exchange Privilege.
A shareholder should read the prospectus of the other fund and consider the
differences in objectives and policies before making any exchange. For federal
and state income tax purposes, an exchange is a taxable transaction for
shareholders.
How to Redeem or Sell Shares
Shares of a Fund will be redeemed at the next determined net asset value
after receipt of a redemption request in good order as described below. Proceeds
will be mailed within seven days of such receipt. However, at various times a
Fund may be requested to redeem shares for which it has not yet received good
payment. If the shares to be redeemed represent an investment made by check,
each Fund will delay payment of the redemption proceeds until the check has been
collected which, depending upon the location of the issuing bank, could take up
to 15 days. Although each Fund normally expects to make payment in cash for
redeemed shares, the Trust, subject to compliance with applicable regulations,
has reserved the right to pay the redemption price of shares of a Fund, either
totally or partially, by a distribution in kind of readily marketable
securities. The securities so distributed would be valued pursuant to the Fund's
valuation procedures. If a shareholder received a distribution in kind, the
<PAGE>
shareholder could incur brokerage or other charges in converting the securities
to cash. For federal and state income tax purposes, a redemption of shares is a
taxable transaction for shareholders.
Through Authorized Dealers: Shareholders using Authorized Dealers may
redeem shares through such Dealers. The value of such shares is based upon the
net asset value calculated after the order is deemed to be received by the Trust
or the Transfer Agent as the Trust's agent.
By Telephone: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders redeeming $50,000 or less may effect their redemption by calling
the Funds' Transfer Agent at (800) 555-0644, (9:00 a.m. to 4:00 p.m. Eastern
time) if the redemption involves shares on deposit with the Transfer Agent.
Payment will be made by check to the address of record. Telephone instructions
will be tape recorded. Shareholders redeeming more than $50,000 may effect a
redemption by calling the Funds' Order Department at (800) 225-6265, ext. 7750
(8:30 a.m. to 4:00 p.m. Eastern time). In times when the volume of telephone
redemptions is heavy, additional phone lines will automatically be added by the
Funds. However, in times of drastic economic or market changes, a telephone
redemption may be difficult to implement. At such times, a shareholder may
redeem shares by mail or by faxing a redemption request to (617) 348-2932.
When calling to make a telephone redemption, shareholders should have
available their account number. A telephone redemption will be made at that
day's net asset value, provided that the telephone redemption request is
received prior to 4:00 p.m. on that day. Telephone redemption requests received
after 4:00 p.m. will be effected at the net asset value determined for the next
trading day. Payment will be made by check to the address of record or, if an
appropriate election was made on the application form, by wire transfer to the
bank account or address designated. Payment is normally made within one business
day after receipt of the redemption request in good order. Trust Departments may
make redemptions and deposit the proceeds in checking or other accounts of
clients, as specified in instructions furnished to the Funds at the time of
initially purchasing Fund shares. Neither the Trust, the Funds, the Principal
Underwriter nor the Transfer Agent will be responsible for the authenticity of
redemption instructions received by telephone, provided that reasonable
procedures to confirm that instructions communicated are genuine have been
followed.
By Mail: A shareholder may also redeem all or any number of shares at any
time by mail by delivering the request with a stock power to the Transfer Agent,
First Data Investor Services Group, Wright Managed Investment Funds, P.O. Box
5156, Westborough, Massachusetts 01581-9698. As in the case of telephone
requests, payments will normally be made within one business day after receipt
of the redemption request in good order. Good order means that written
redemption requests or stock powers must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
NYSE's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to the Transfer Agent. In
addition, in some cases, good order may require furnishing of additional
documents such as where shares are registered in the name of a corporation,
partnership or fiduciary.
The right to redeem shares of a Fund and to receive payment therefor may be
suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by a Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for a Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Due to the relatively high costs of maintaining small accounts, each Fund
reserves the right to redeem fully at net asset value any Fund account
(including accounts of clients of fiduciaries) which at any time, due to
redemptions or exchanges, amounts to less than $500 for that Fund; any
shareholder who makes a partial redemption which reduces his
<PAGE>
account in a Fund to less than $500 would be subject to the Fund's right to
redeem such account. Prior to the execution of any such redemption, notice will
be sent and the shareholder will be allowed 60 days from the date of notice to
make an additional investment to meet the required minimum of $500 per Fund.
However, no such redemption would be required by a Fund if the cause of the low
account balance was a reduction in the net asset value of Fund shares.
Performance Information
From time to time a Fund may publish its yield and/or average annual total
return in advertisements and communications to shareholders. The current yield
for a Fund will be calculated by dividing the net investment income per share
during a recent 30-day period by the maximum offering price per share of the
Fund on the last day of the period. The results are compounded on a bond
equivalent (semi-annual) basis and then annualized. A Fund's average annual
total return is determined by computing the annual percentage change in value of
$1,000 invested at the public offering price (i.e., net asset value per share)
for specified periods ending with the most recent calendar quarter, assuming
reinvestment of all dividends and distributions at net asset value.
Investors should note that the investment results of a Fund will fluctuate
over time, and any presentation of a Fund's current yield or total return for
any prior period should not be considered as a representation of what an
investment may earn or what an investor's yield or total return may be in any
future period. The reduction of fees or assumption of expenses by Wright, WISDI
or Eaton Vance will result in a Fund's higher performance.
Other Information
The Trust is a business trust established under Massachusetts law and is an
open-end management investment company. The Trust was established pursuant to a
Declaration of Trust dated July 14, 1989, as amended and restated December 20,
1989 and further amended April 13, 1995 to change the name of the Trust from
EquiFund - Wright National Fiduciary Equity Funds to The Wright EquiFund Equity
Trust. The Trust consists of seven series. Each Fund's activities are supervised
by the Trustees of the Trust.
The Trust's shares of beneficial interest have no par value and may be
issued in two or more series or "funds." The Trustees are empowered by the
Declaration of Trust and By-laws to change the name of any existing series and
to create additional series without obtaining shareholder approval. The Trust's
shares may be issued in an unlimited number by its Trustees. Each share of a
series represents an equal proportionate beneficial interest in that series and,
when issued and outstanding, the shares are fully paid and non-assessable by the
relevant series. There are no annual meetings of shareholders, but special
meetings may be held as required by law to elect or remove Trustees and consider
certain other matters. Shareholders are entitled to one vote for each full share
held. Fractional shares may be voted in proportion to the amount of the net
asset value of a series which they represent. Voting rights are not cumulative,
which means that the holders of more than 50% of the shares voting for the
election of Trustees of the Trust can elect 100% of the Trustees and, in such
event, the holders of the remaining less than 50% of the shares voting on the
matter will not be able to elect any Trustees. Shares will be voted by
individual series except to the extent required by the 1940 Act. Shares have no
preemptive or conversion rights and are freely transferable. Upon liquidation of
a series, shareholders are entitled to share pro rata in the net assets of that
series available for distribution to shareholders, and in any general assets of
the Trust not allocated to a particular series by the Trustees.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees holding office have been elected by
shareholders. In such an event the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-laws, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Trust's By-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the
<PAGE>
outstanding shares have removed him from that office either by a written
declaration filed with the Trust's custodian or by votes cast at a meeting
called for that purpose. The Trustees shall promptly call a meeting of the
shareholders for the purpose of voting upon a question of removal of a Trustee
when requested to do so by the record holders of not less than 10% of the
Trust's outstanding shares.
Tax-Sheltered Retirement Plans
The Funds are available for investments by Individual Retirement Account
Plans for individuals and their non-employed spouses, Pension and Profit Sharing
Plans for self-employed individuals, corporations and non-profit organizations,
or 401(k) tax-sheltered retirement plans. The minimum initial purchase of $1,000
per Fund and the small account redemption policy will be waived for investments
by 401(k) plans.
For more information, contact your Authorized Dealer or write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or call: (800) 888-9471
<PAGE>
APPENDIX
==============================================================================
INFORMATION CONCERNING
THE NATIONS IN WHICH THE FUNDS
WILL INVEST
The Funds (other than the United States Fund) will invest in securities
quoted or denominated in the currencies of countries other than the United
States. The following summaries are designed to provide a general discussion of
economic and other conditions in each of these countries. The information in
these summaries has been derived from sources that Wright believes to be
reliable, but the data has not been independently verified.
International investments, like many things, have both benefits and risks.
The benefits are real and can be quite substantial. One of the key benefits is
diversification, as the correlation among international securities tend to be
much lower than the correlation among securities within any single country.
There are also risks to be considered. Investors in any single country should
understand the economic potential of investments in such a country as well as
the relationship of the currency of that country to the investor's own currency.
Several other items must be considered by the investor including the reliability
of information about the various companies within the country, legal
restrictions, and the economic and social characteristics that are unique to
each country. See Appendix A in the Statement of Additional Information for
additional economic and financial information about countries in which the Funds
may invest. The Wright EquiFunds limit their investment consideration to the
world's major industrialized nations and to those nations for which
WORLDSCOPE(R), the information database of Wright Investors' Service, Inc.,
provides comprehensive and reliable investment information. Wright Investors'
Service, Inc. believes that WORLDSCOPE(R) has counteracted the lack of quality
information which has been a major problem for the international investor.
Political and Economic Considerations
Potential international investors must be aware of political and economic
actions which might change the investment environment. For example, the members
of the European Union (EU) (successor to the European Communities EC, the Common
Market), which is the designation of three organizations (the European Economic
Community or EEC, the European Coal and Steel Community, and the European Atomic
Energy Community) with common membership and, since July of 1967, a common
executive, have agreed that a single European market will remove all barriers to
free trade and free movement of capital and people. The effect of European
unification will be to create a major economic trading unit composed of the
entire fifteen members of the EU (Austria, Belgium, Denmark, Finland, France,
Germany, Great Britain, Greece, Ireland, Italy, Luxembourg, Netherlands,
Portugal, Spain, and Sweden). The macroeconomic effects of such unification
could be substantially higher economic growth. Economies of scale and lower
costs could lead to reduced inflation while fiscal reform and budget restraint
might reduce budget deficits despite an initial higher rate of unemployment. It
is not possible to predict the precise impact of European unity or if all the
program goals incorporated in the Maastricht Treaty of 1991 will be achieved.
However, Wright believes that European economic integration offering substantial
long-term economic benefits to the member nations will ultimately come to pass.
The European Currency Unit (ECU) has been the official accounting unit of
the EEC and, as such, has been used by member nations for budgetary purposes in
setting common agricultural prices and in the accounts of the EU institutions
since the implementation of the European Monetary System (EMS) in March of 1979.
The major aim of the EMS is to achieve close monetary and economic cooperation
among the member countries of the EU and, in particular, to create a zone of
monetary stability. The ECU is an open-basket currency whose value is based on
the weighted value of the member currencies with weights based on each member's
share of intra-Europe trade and the relative size of its GDP. Each member nation
values its currency in
<PAGE>
terms of the ECU. The ECU (which has also been called the EMU or European
Monetary Unit) will be superceded by the Euro on January 1, 1999. On this date,
eleven of the fifteen EU members (Denmark, Greece, Great Britain and Sweden will
not participate) will replace their current local currencies with the new Euro.
The current local currencies will be "fixed" at an established value prior to
the conversion to the Euro. Thus, there will be a single currency for the eleven
member nations.
There are other examples of political and economic events, some quite
dramatic, which impact the investment environment. In the past decade, there has
been world-wide movement towards "privatization" of government owned and
operated companies. Examples include the water companies in the Great Britain,
the banks in France, etc. The economies of Austria and Portugal are especially
expected to benefit from privatization in the coming years.
The dramatic developments in the former Soviet Union, the Eastern Bloc
nations, China, Central America, and South Africa can be expected to have a
major, but as yet not fully predictable, impact on the world in general and the
nations in which the Fund will invest in particular. It remains to be seen if
the fledgling democracies can successfully cope with the many economic
dislocations which have accompanied the fall of the old order. It also remains
to be seen what reactions other nations will have towards a reduced Soviet
military threat and potential for increased trade.
The dismantling of the Berlin Wall in November of 1989 led to the economic
unification of the economically weak East Germany with the economically strong
West Germany in July 1990. This was followed by the political unification on
October 3, 1990.
The European Free Trade Association (EFTA) consisting of Austria, Iceland,
Norway, Portugal, Sweden, and Switzerland with associated member Finland, was
created in January of 1960 with the objective to gradually reduce customs duties
and quantitative restrictions between members on industrial products. (Austria,
Portugal, Sweden and Finland have since become members of the European Union.)
All tariffs and quotas were eliminated by year-end 1966. EFTA entered into
free-trade agreements with the EU in January of 1973. Trade barriers were
removed by July 1976. EFTA is expected to expand to include Central European
countries. The world-wide trade movement towards increasingly Free Market
economies has been helped by the establishment of the World Trade Organization
(WTO) successor to GATT.
Members of the North Atlantic Treaty Organization (NATO) (Belgium, Canada,
Denmark, France, Great Britain, Iceland, Italy, Luxembourg, Netherlands, Norway,
Portugal, the United States, Greece, Turkey, Germany, and Spain) agreed to
settle disputes by peaceful means, to develop individual and collective capacity
to resist armed attack, and to regard an attack on one as an attack on all. With
the demise of the former Warsaw Pact nations of the communist world, political
tensions in Europe appear to have materially eased.
The Organization for Economic Cooperation and Development (OECD) was
established in September of 1961 to promote economic and social welfare in
member countries and to stimulate and harmonize efforts on behalf of developing
nations. The OECD collects and disseminates from its Paris headquarters economic
and environmental information to members which represent nearly all the
industrialized "free market" countries: Australia, Austria, Belgium, Great
Britain, Iceland, Ireland, Italy, Japan, Luxembourg, Netherlands, New Zealand,
Norway, Portugal, Spain, Sweden, Switzerland, Turkey, the United States and with
Yugoslavia as an associate member.
Restrictions on Foreign Investment
Another issue which must be addressed by global investors is the
possibility of investment restrictions. Some
<PAGE>
countries impose restrictions on foreigners investing in their country.
These restrictions may limit the amount of foreign investment or in some cases
create a separate class of securities which may be purchased by foreigner
investors at a different price from similar securities purchased by domestic
investment. The countries in which the Funds will invest do not impose
restrictions on portfolio investments although Sweden and Switzerland do have
two classes of shares (see below) while Sweden and Japan do have some special
regulations which the Fund must comply with. Other potential pitfalls to foreign
investment include high transaction costs, including brokerage fees, stock
turnover taxes, exchange rates, and miscellaneous costs. These vary widely by
type of investment and by country. Consideration must also be given to
withholding taxes. Most countries levy non-refundable withholding taxes on
interest and dividend income earned by non-residents on domestic investments.
The withholding tax rates disclosed below are subject to changes. While the
existence of reciprocal tax treaties between many countries may to some extent
mitigate that impact, such treaties are frequently not available to institutions
such as open-ended mutual funds. Note that unlike in the U.S. and Canada, where
dividends are generally paid quarterly, dividends in most nations are paid only
once (annually) or twice (semi-annually) a year. Liquidity or the ability of an
investor to dispose of his or her holdings quickly at a reasonable cost may be a
special concern with foreign investments. Sometimes there may be difficulties
involved in selling instruments in those countries where secondary markets are
not broad or actively traded. Political or sovereign risk is still another
concern. This addresses the issue of whether the government may take action
which would reduce the value of an investor's assets. The industrial nations
involved with the Funds are basically stable and, except as noted under
Political and Economic Considerations above, it is not believed that there would
be a significant change due to an election or revolution. However, one nation,
Hong Kong, is being taken over by the Chinese government in 1997 and there is
considerable uncertainty as to the impact of such a takeover.
The size of the markets is another concern. In December of 1997, FT
Actuaries/Goldman Sachs calculated the world equity market at some U.S. $15,584
billion. This market is dominated by the U.S. ($8,003 billion) and Japan ($1,812
billion). Other nations of significant size include Switzerland ($482 billion),
Italy ($252 billion), France ($514 billion), Canada ($374 billion), Germany
($607 billion), and Great Britain ($1661 billion). In 1991, world equity markets
posted sharp advances despite concerns about the U.S. deficit, world debt and
recession in a good part of the world. In 1997, the Financial Times Actuaries
World Index, which is composed of around 2,400 securities from 27 nations,
posted a total return of 13.2% in terms of U.S. dollars. Following is a table
summarizing the market capital, total return performance, price/earnings ratios
and normal settlement time.
<PAGE>
<TABLE>
<CAPTION>
1995 1996 1997 1997
Market FT/S&P FT/S&P FT/S&P P/E
NATION Capital Index Index Index Ratio SETTLEMENT
(1) (2) (2) (2) (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Belgium 106.9 29.1% 13.2 15.4 12.9 Cash market-- same day
Denmark 60.3 16.4% 24.1 28.9 17.7 Three business days
Finland 50.7 2.0% 34.5 15.4 15.3 Five business days
Hong Kong 235.7 23.6% 35.2 -27.2 9.8 Next business day
Japan 1,812.1 -0.4% -16.1 -25.5 49.0 Three business days
Luxembourg -- -- -- -- -- --
Mexico 85.1 -25.5% 19.4 49.8 11.2 Two business days, see note (3)
Netherlands 364.2 30.2% 27.2 24.8 2.0 Within 10 days
Norway 35.1 10.8% 30.6 10.2 14.1 Seven business days
Sweden 207.9 37.7% 38.3 13.5 15.9 Five business days
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Billions of U.S. $. Estimated by FT/S&P Actuaries World IndicesTM/SM
include approximately 2,400 securities in 27 national indices. Excludes
investment companies and foreign domiciled companies. (e): Estimated --
Malaysia and Singapore are not reported separately.
(2) Total return measured in U.S. $. P/E ratio at year-end 1997. FT/S&P Actuaries
World IndicesTM/SM include approximately 2,400 securities in 27 national indices.
(3) For Exchange Traded Securities.
</FN>
</TABLE>
<PAGE>
COUNTRY SUMMARIES
===============================================================================
BELGIUM is located in northwest Europe on the North Sea. The population is
estimated to be 10 million. There are two main ethnic groups. The Dutch-speaking
Flemish make up about 60% of the population located in the north and west of the
country; and the French-speaking Walloons account for the remaining 40% and are
located to the south and east. The divisions between these two groups are not
only linguistic but also economic, social and cultural. Brussels is officially
bilingual, and English and German are widely used for business purposes and by
visitors. Major cities are Brussels, Antwerp, Ghent, Charleroi and Liege. Steel,
glassware, diamond cutting, textiles and chemicals are the chief industries. The
currency is the Belgian Franc (December 1997: BEF 36.92 = $1 U.S.). The Gross
Domestic Product was $254 billion in 1996, or about $25,000 per capita. The 1996
current account trade balance was positive $8.5 billion. Belgium is a member of
the European Union.
Exchange control is mainly concerned that settlements with foreign
countries are made through the appropriate exchange market. There are, in
general, no restrictions on portfolio investments. The rate of nonrefundable
dividend withholding tax is currently 25%.
DENMARK is located in northern Europe, separating the North and Baltic Seas. The
population is estimated to be around 5 million. Major cities are Copenhagen and
Arhus. Machinery, textiles, furniture, electronics and dairy are the chief
industries. The currency is the Danish Krone (December 1997: DKK 6.83 = $1
U.S.). The Gross Domestic Product was $148 billion in 1995, or around $30,000
per capita. The 1996 current account trade balance was $2.9 billion. Denmark is
a member of the European Union.
There are no restrictions on portfolio investments. The nonrefundable
dividend withholding tax rate is currently 30%.
FINLAND is located in northern Europe. Its neighbors are Norway, Sweden and
Russia. The population is estimated to be around 5 million. Major cities are
Helsinki, Tampere and Turku. Machinery, metal, ship building, textiles and
clothing are the chief industries. The currency is the Finnish Markka (December
1997: FIM 5.42 = $1 U.S.). The Gross Domestic Product was $105 billion in 1996,
or about $22,000 per capita. The 1996 current account trade balance was $6.3
billion. Finland is a member of the European Union.
Purchases of shares on the Helsinki Stock Exchange (the only Stock Exchange
in Finland) or OTC (second tier) market are not subject to restriction. The
nonrefundable dividend withholding tax rate is currently 25% to nonresidents.
HONG KONG is located at the mouth of the Canton River in China, 90 miles south
of Canton. The population is estimated to be about 6 million. English and
Cantonese are the languages of commerce. Textiles, apparel, tourism,
shipbuilding, iron and steel, fishing, cement and small manufacturers are the
chief industries. The currency is the Hong Kong Dollar (December 1997: HKD 7.75
= $1 U.S.).
Hong Kong reverted to Chinese sovereignty on July 1, 1997. Under the
agreement between the United Kingdom and China that led to the change in
sovereignty, China committed itself to preserving "Hong Kong's way of live" for
the next 50 years. This is seen as a guarantee that protects Hong Kong's
capitalist system. While Hong Kong used to be a low-cost manufacturing center,
it has abdicated this role to the southern provinces of China and beyond in
favor of turning itself into the primary financial center of China and South
East Asia. Indeed, most of the trade between China and the rest of the world now
flows through Hong Kong. Hong Kong's economy is thus primarily a service economy
that has achieved a high standard of living. Recent statistics indicate a per
capita GDP of US$23,245.
<PAGE>
JAPAN is located in the Archipelago off the east coast of Asia. The population
is estimated to be 125 million. Major cities are Tokyo, Yokohama, Osaka, Nagoya,
Kyoto, Sapporo and Kobe. Electrical and electronic equipment, autos, machinery
and chemicals are the chief industries. The currency is the Japanese Yen
(December 1997: JPY 129.95 = $1 U.S.). The Gross Domestic Product was $3,850
billion in 1996, or about $31,000 per capita. The 1996 current account trade
balance was positive $66 billion.
The Tokyo Stock Exchange is the largest of eight exchanges in Japan which
has very well developed primary and secondary equity markets. The price/earnings
ratios for Japanese securities have recently been much higher than typical
price/earnings ratios for U.S. securities. In 1989-92, however, the Japanese
stock market was in a steady downtrend; the Tokyo Stock Exchange lost more than
50% of its value in the four years following its December 1989 peak. All equity
securities business in Japan is conducted by security dealers. They trade on a
typical broker basis on commission. Japanese securities companies may trade on
their own accounts, but only to the extent necessary for the maintenance of a
fair and orderly market. Broker basis trading accounts for 70-75% of the value
of all stock trading. Portfolio investments of less than 10% are not restricted.
Dividends are currently subject to a nonrefundable 20% dividend withholding tax.
LUXEMBOURG is located in western Europe. The population is estimated to be 0.4
million. The major city is Luxembourg. Steel, chemicals, beer, tires, tobacco,
metal products, cement and financial services are the chief industries. The
currency is the Luxembourg Franc which is identical in value to the Belgian
Franc (December 1997: LUF 37.10 = $1 U.S.). French and German and Luxembourgish
(a mainly German dialect) are the official languages and most Luxembourgers are
fluent in all three. English is spoken by many Luxembourgers and is widely used
in business.
There are no investment restrictions. A dividend withholding tax of 15%
does not apply to holding companies.
MEXICO is a nation of 97 million people located in the southernmost part of
North America. Its capital city is Mexico City; other large cities include
Guadalajara and Monterrey. The official language is Spanish; however, English is
commonly used for international business. Steel, chemicals, electric goods,
textiles, petroleum and tourism are important industries. The national currency
of Mexico is the Peso, which was valued, at December 31, 1993, at MP 3.11 = $1
U.S. but was devalued in 1994 so that at December 31, 1994, the value was 5.33
to the U.S. dollar. It further depreciated in December 1995 but in December 1997
was valued at 8.14/$. Gross Domestic Product was U.S. $98 billion in 1996, or
$11,000 per capita. The current account balance was U.S.-$654 million in deficit
for 1995.
Mexico is a democratic republic with a constitution. It has a federal and
representative form of government. There are 31 states and one federal district.
The President is the head of government and chief of state. It is still
considered to be an emerging nation. Although the ruling Institutional
Revolutionary Party (PRI) has been in power for more than 65 years, the recent
relative stability of the country is being called into question as the nation
struggles with the transition from a controlled to a more open democracy. The
January 1995 uprising of a rebel Indian group in the southern state of Chiapas
has still to be fully resolved. A new political scandal - the arrest of the
brother of former president Salinas for orchestrating a political assassination
- - has added to the uncertainty.
As a consequence of the peso's collapse, the Mexican economy is likely to
experience high interest rates, soaring inflation and no economic growth if not
an outright decline in GDP. Over the long run, it is hoped that the devaluation
will increase the attractiveness of Mexican exports, stimulate economic growth
and reduce Mexico's dependence on short-term foreign investment.
When dividends are distributed out of the balance on the net tax profit
account, no tax is charged. Dividends not
<PAGE>
distributed out of the balance on the net tax profit account are subject to
a 35% charge. The tax is charged by grossing up the dividend declared. The
balance on the net tax profit account is computed by adding the sum of net tax
profits for each year to the dividends received from other resident companies
and then subtracting the dividends paid from the account.
NETHERLANDS is located in northwestern Europe on the North Sea. The population
is estimated to be 16 million. Major cities are Amsterdam, Rotterdam & Hague.
Metals, machinery, chemicals, oil refinery, diamond cutting, electronics and
tourism are the chief industries. The language spoken is Dutch. Most people in
business also speak English. The currency is the Dutch Guilder (December 1997:
NLG 2.02 = $1 U.S.). The Gross Domestic Product was $227 billion in 1996, or
about $21,000 per capita. The 1996 current account trade balance was positive
$25 billion. Netherlands is a member of the European Union.
The Amsterdam Stock Exchange is the largest and all Dutch securities are
listed on it. It is also the oldest stock exchange in the world and perhaps the
only one that charges itself with the primary obligation of protecting
shareholders. However, the Dutch equity market although growing in trading
volume has not been particularly active. Domestic participation is primarily
institutional with perhaps only about 10 to 15 percent of Dutch households
owning equity shares. Dutch pension funds are also limited to having 3 to 5
percent of their assets in equities and Dutch banks are prohibited from holding
shares for more than five years. There are no portfolio investment restrictions.
There is a nonrefundable dividend withholding tax which is currently set at 25%.
NORWAY occupies the western part of the Scandinavian Peninsula in northwest
Europe. The population is estimated to be 4.4 million. Major cities are Oslo and
Bergen. Engineering, metals, chemicals, food processing, fishing, paper,
shipbuilding and oil and gas are the chief industries. The currency is the
Norwegian Kronor (December 1997: NOK 7.32 = $1 U.S.). The Gross Domestic Product
was $137 billion in 1997, or about $31,000 per capita. The 1996 current account
trade balance was positive $11.2 billion.
No exchange control restrictions apply to portfolio investments by
foreigners in quoted companies although consent of the Bank of Norway may be
required to purchase more than a specified percentage of a company that owns
Norwegian real estate. The nonrefundable dividend withholding tax rate is
currently 25%.
SWEDEN is located on the Scandinavian Peninsula in Northern Europe. The
population is estimated to be 8.8 million. Major cities are Stockholm, Goteborg
and Malmo. Steel, machinery, instruments, autos, shipbuilding, shipping and
paper are the chief industries. The currency is the Swedish Krona (December
1997: SEK 7.88 = $1 U.S.), The Gross Domestic Product was $214 billion in 1996,
or about $24,000 per capita. The 1996 current account trade balance was $5.9
billion. Sweden is a member of the European Union.
Swedish companies by-laws frequently contain a stipulation restricting
foreign ownership to less than 40% of the share capital and less than 20% of the
voting power in the company, a rule which cannot normally be changed without the
government's consent. Shares which may be acquired by foreigners are called free
shares and are so designated on shares certificates. A Swedish company without
such a stipulation in its by-laws is regarded as "foreign" and is subject to
restrictions on foreign acquisition of real estate and natural resources, or
even from acquiring more than 20% of the voting rights of any other company.
Foreigners may deal without restriction in the free shares on the Stockholm
Stock Exchange, provided they do not exceed 10% of the share capital or voting
power. The "free share market" may behave quite differently from other markets.
This may be due to cultural characteristics of the Swedish shareholders or the
fact that foreigners in the "free market" can sell their shares and move into
other markets whereas the Swedes are seldom able to get permission to invest
abroad. The nonrefundable dividend withholding tax rate is currently 30%.
<PAGE>
The Wright
EquiFund
Equity Trust
PROSPECTUS
May 1, 1998
Investment Adviser
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Principal Underwriter
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Administrator
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
Custodian
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Transfer Agent
First Data Investor Services Group
Wright Managed Investment Funds
P.O. Box 5156
Westborough, Massachusetts 01581-9698
Auditors
Deloitte & Touche LLP
125 Summer Street
Boston Massachusetts 02110
24 Federal Street
Boston, Massachusetts 02110
<PAGE>
The Wright
EquiFund
Equity Trust
- -------------------------------------------------------------------------------
Description of art work on front cover of the Prospectus
EquiFund logo in center of page with a globe underneath it, all of which is
set on a blue background.
- -------------------------------------------------------------------------------
Wright EquiFund -
Country Strategy
Prospectus
May 1, 1998
<PAGE>
PART A
Information Required in a Prospectus
PROSPECTUS
THE WRIGHT EQUIFUND EQUITY TRUST
- ------------------------------------------------------------------------------
Wright EquiFund - Country Strategy
- ------------------------------------------------------------------------------
The investment objective of Wright EquiFund - Country Strategy (the "Fund")
is enhanced total investment return (consisting of price appreciation plus
income). The Fund seeks to achieve its objective by investing in a broadly based
portfolio of equity and equity-related securities selected from among the
publicly traded companies listed in the National Equity Indices that Wright has
developed for each foreign country in which Wright funds invest. Only securities
for which adequate public information is available and which could be considered
acceptable for investment by a prudent person comprise the National Equity
Indices. THE FUND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM BUT AS A
SUPPLEMENTAL INVESTMENT FOR USERS OF THE WRIGHT INTERNATIONAL ASSET ALLOCATION
MODEL.
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference.
A Statement of Additional Information dated May 1, 1998 containing more
detailed information about the Fund has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement is
available without charge from Wright Investors' Service Distributors, Inc. or
from the Investment Adviser's web site (http://www.wrightinvestors.com). In
addition, the Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference and other information regarding the Fund.
Write To: The Wright EquiFund Equity Trust
Wright Investors' Service Distributors, Inc.,
1000 Lafayette Blvd., Bridgeport, CT 06604
e-mail: [email protected]
or Call: (800) 888-9471
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE
PRINCIPAL INVESTMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus Dated May 1, 1998
<PAGE>
Table of Contents
-------------------
Page
----
An Introduction to the Fund...................... 2
Shareholder and Fund Expenses.................... 5
Intended Use of the Fund......................... 6
The Fund's Investment Objective
and Policies................................ 6
The National Equity Indices...................... 6
The Wright International Asset
Allocation Model............................ 7
Other Investment Policies........................ 8
Special Investment Considerations - Risks........ 8
The Investment Adviser........................... 10
The Administrator................................ 12
Distribution Expenses............................ 13
How the Fund Value its Shares.................... 13
How to Buy Shares................................ 14
How Shareholder Accounts are Maintained.......... 16
Distributions and Dividends by the Fund.......... 16
Taxes............................................ 16
How to Exchange Shares........................... 18
How to Redeem or Sell Shares..................... 19
Performance Information.......................... 20
Other Information................................ 20
- -------------------------------------------------------------------------------
An Introduction to the Fund
The information summarized below is qualified in its entirety by the more
detailed information set forth below in this Prospectus.
The Trust........................ The Wright EquiFund Equity Trust (the
"Trust") is an open-end management investment company, known as a mutual fund,
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Trust consists of 7 series, one of which is
described in this Prospectus (each, a "Wright EquiFund" and collectively, the
"Wright EquiFunds"). The remaining series are being offered under a separate
prospectus. Each Wright EquiFund represents a separate and distinct series of
the Trust's shares of beneficial interest.
Investment Objective............. The Fund's investment objective is
enhanced total investment return (price appreciation plus income). The Fund
seeks to achieve its objective by investing in a portfolio of equity and
equity-related securities selected by the Investment Adviser from among the
publicly traded companies listed in the National Equity Indices (excluding the
United States). There is no guarantee that the Fund will achieve its objective.
Country Selection................ The Fund intends to invest in equity and
equity-related securities of a broad range of issuers located in any of the
countries, other than the United States, included in the National Equity
Indices. At times the Fund may be invested in issuers located in as few as one
country and as many as five countries.
<PAGE>
The Investment Adviser selects the countries for the Fund's portfolio based
on the requirements of The Wright Asset Allocation Model (the "Model") which is
designed to meet the needs of institutional investors wishing exposure to
investments in specific foreign countries. The Fund is expected to hold
securities of countries required by the model but not available through other
Wright Funds. Compliance by the Fund with the Model's requirements could result
in 100% turnover of the Fund portfolio.
The Investment Adviser and Administrator........... The Fund has engaged
Wright Investors' Service, Inc., 1000 Lafayette Boulevard, Bridgeport, CT
("Wright" or the "Investment Adviser") as investment adviser to carry out the
Fund's investment program. The Fund also has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal Street, Boston, MA 02110 as
administrator to manage the Fund's business affairs.
The Distributor.................. Wright Investors' Service Distributors,
Inc. ("WISDI" or the "Principal Underwriter") is the Distributor of the Fund's
shares and receives a distribution fee equal on an annual basis to 0.25% of the
Fund's average daily net assets.
Who May Purchase Fund Shares..... The Fund was established for those
institutional investors seeking exposure to specific foreign countries based on
the recommendations of the Model.
How to Purchase Fund Shares...... There is no sales charge on the purchase
of Fund shares. Shares of the Fund may be purchased at the net asset value per
share next determined after receipt and acceptance of the purchase order. The
minimum initial investment in the Fund is $1,000. This minimum investment
requirement may be waived for tax-sheltered retirement plans and automatic
investment program accounts and may be reduced to $500 for shares purchased
through certain intermediaries. Shares may also be purchased through an exchange
of securities. See "How to Buy Shares."
Distribution Option.............. Unless the shareholder has elected to
receive dividends and distributions in cash, dividends and distributions will be
reinvested in additional shares of the Fund at the net asset value per share as
of the reinvestment date. Dividend and capital gains distributions, if any,
usually are made annually in December, but these annual distributions may be
substantially reduced or eliminated by the Fund's possible use of equalization
accounting in any year in which the Fund experiences substantial redemptions as
a result of its investment strategy. See "Taxes."
Redemptions...................... Shares may be redeemed directly from the
Fund at the net asset value per share next determined after receipt of the
redemption request in good order. A telephone redemption privilege is available.
See "How to Redeem or Sell Shares."
<PAGE>
Exchange Privilege............... Shares of the Fund may be exchanged for
shares of certain other funds managed by the Investment Adviser at the net asset
value next determined after receipt of the exchange request. A telephone
exchange privilege is available as described under "How to Exchange Shares."
Net Asset Value.................. The net asset value per share of the Fund
is calculated on each day the New York Stock Exchange is open for trading. Call
(800) 888-9471 for the previous day's net asset value.
Taxation......................... The Fund intends to qualify and elect to
be treated as a regulated investment company for federal income tax purposes
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). Fund shareholders may receive significant income or capital gains
distributions when the Model changes its country allocation determination and
the Fund adjusts its portfolio to reflect the new allocation. Share redemptions
may also result in tax liability for the shareholder. See "Special Investment
Considerations - Risks" and "Taxes".
Shareholder Communications....... Each shareholder will receive annual and
semi-annual reports containing financial statements, and a statement confirming
each share transaction. Financial statements included in annual reports are
audited by the Trust's independent certified public accountants. Where possible,
shareholder confirmations and account statements will consolidate all Wright
investment fund holdings of the shareholder.
Special Risk Considerations...... Because the Investment Adviser uses the
Model to select countries, the Fund's portfolio may change substantially when
the Model determines that a different country allocation is required. If the
Model no longer requires the Fund to include securities of one or more countries
in its portfolio, those securities will be sold by the Fund without regard to
the tax consequences to Fund shareholders. Also, if the Model requires only
countries for which other Wright EquiFunds are available, the Fund may sell
substantially all of its securities and the investor may need to redeem
substantially all of its shares in order to implement the appropriate
reallocation of shareholder investments to those other Wright EquiFunds. Such an
exchange of shares will have tax consequences for Fund shareholders. Because the
Fund is non-diversified, it may purchase more than 5% of the securities of a
single foreign issuer. As a result, the Fund's net asset value will be more
sensitive to events affecting those issuers. Also, international investments
pose additional risks including currency exchange rate fluctuation, currency
revaluation and political risks. See "Special Investment Considerations -
Risks."
<PAGE>
Shareholder and Fund Expenses
Shareholder Transaction Expenses (as a percentage of the maximum offering price)
- ------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases none
Maximum Sales Charge Imposed on Reinvestment of Dividends none
Deferred Sales Charge none
Redemption Fees none
Exchange Fees none
Annualized Fund Operating Expenses (as a percentage of average daily net assets)
- -------------------------------------------------------------------------------
Investment Advisory Fees 0.75%
Rule 12b-1 Distribution Expenses 0.25%
Other Expenses (including administration fee of 0.10%) 1.00%
-----
Total Operating Expenses* (after applicable fee reductions
and expense limitations) 2.00%
======
Example
An investor would pay the following expenses on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at the end of each period:
1 Year $20
3 Years $63
- -------------------------------------------------------------------------------
The table and Example summarize the expenses of the Fund and are designed
to help investors understand the costs and expenses they will bear, directly or
indirectly, by investing in the Fund. Other Expenses are estimated for the
current fiscal year.
* In the event Other Expenses exceed the estimated 1.00%, the Distribution Fee
or Investment Advisory Fee or both will be reduced so that Total Operating
Expenses do not exceed 2.00%. If total reduction of the Distribution Fee and
Investment Advisory Fee is not sufficient to reduce expenses to the 2.00%
level, expenses exceeding the 2.00% level will be allocated to the
Investment Adviser so that the shareholder will not experience expenses over
the 2.00% level. This policy is expected to continue at least until December
31, 1998.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual annual
return will vary. For further information regarding the expenses of the Fund see
"The Investment Adviser," "The Administrator," "Distribution Expenses" and "How
to Redeem or Sell Shares."
<PAGE>
Intended Use of the Fund
The Fund is not intended to be a complete investment program. The Fund is
intended for use as part of an investment program that utilizes the Model as a
guide in creating an investment portfolio. Thus, the Fund is used only to
complete the allocation of an investor's resources over the countries specified
by the Model. The Fund will only hold equity securities from countries specified
by the Model which are not available through other series of the Trust. Please
review the sections "The Wright International Asset Allocation Model" and
"Special Investment Considerations - Risks" below.
The Fund's Investment Objective and Policies
The Fund's investment objective is enhanced total investment return (price
appreciation plus income). The Fund seeks to achieve its objective by investing
in a portfolio of equity and equity-related securities selected by the
Investment Adviser from among the publicly traded companies listed in the
National Equity Indices that Wright has developed. Only securities for which
adequate public information is available and which could be considered
acceptable for investment by a prudent person will comprise a National Equity
Index. The Fund invests in a broad range of issuers located in any of the
countries, other than the United States, included in the National Equity Indices
for which no other EquiFund is available. At times the Fund may be invested in
issuers located in as few as one country and as many as five countries. The
Investment Adviser selects countries for the Fund's portfolio based on the
requirements of the Model. When Wright adds a new country to the National Equity
Indices, the Fund may invest in issuers located in that country if specified by
the Model.
The Fund will, under normal market conditions, invest substantially all,
but at least 80%, of its total assets in equity and equity-related securities,
including common stocks, preferred stocks, rights, warrants and securities
convertible into stock. Pending investment of cash proceeds from new sales of
Fund shares, to meet ordinary daily cash needs or for temporary defensive
purposes, the Fund may hold cash or invest substantially all of its assets in
short-term debt securities.
Except for the fundamental investment restrictions listed in the Statement
of Additional Information, the investment objective and policies of the Fund are
not fundamental and may be changed by the Trustees of the Trust without a vote
of the Fund's shareholders. If any changes were made, the Fund might have an
investment objective different from that which an investor considered
appropriate when the investor became a shareholder in the Fund. There is no
assurance that the Fund will achieve its investment objective.
The National Equity Indices
Wright, with the assistance of major financial institutions as described
below, has developed the National Equity Indices (the "Indices"). Each of the
Indices (an "Index") is designed to include substantially all the publicly
traded companies in the nation or nations in which the Fund is permitted to
invest which meet the prudent investor standard. The prudent investor standard
requires that care, skill and caution be used in selecting securities for
investment. This prudent investor standard is the foundation for the investment
criteria employed in creating the Indices, as explained below.
Wright has developed Indices which track the equity markets in the
following countries: Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Hong Kong, Italy, Japan, Malaysia, Mexico, Netherlands, Norway,
Singapore, Spain, Sweden, Switzerland, United Kingdom and the United States. The
Fund will invest only in those countries included in the list for which no other
Wright EquiFund exists. Wright believes that the equity markets in the countries
included in the list are reasonably mature and stable. Wright will develop
Indices which cover additional countries when Wright determines that the equity
markets of those countries are sufficiently mature and stable.
Wright has also developed regional and world equity indices which track the
performance of equity securities on a broader scale. The performance of each
Index is included in various publications of Wright Investors' Service,
including the monthly International Investment Advice and Analysis.
Wright has developed disciplined objective criteria for the prudent
investor standard to insure that the required care,
<PAGE>
skill and caution are used in selecting securities for each of the Indices.
Wright generally considers for inclusion in an Index only those companies which
have at least:
1. Five years of audited operating information;
2. An established minimum in both book value and market value; and
3. A three-year record of pricing in a public market.
In addition, only companies that meet the following criteria will be
included in an Index:
1. A significant portion of the shares of the company is believed to be
publicly owned;
2. The company has had positive earnings for the last fiscal or calendar
year, or for the last twelve months, or cumulatively for the last three
years; and
3. The company is not a closed-end investment company, a real estate
investment trust or a non-bank securities broker/dealer.
In selecting securities for the Indices and for inclusion in the Fund's
portfolio, Wright utilizes its Worldscope(R) international database. This
database provides more than 1,500 items of information on more than 17,700
companies worldwide. Wright may utilize the services of major financial
institutions that are located in the nations in which the Fund may invest and
are qualified to supply Wright with research products and services. These
services include reports on particular industries and companies, economic
surveys and analyses of the investment environment and trends in a particular
nation, recommendations as to whether specific securities should be included in
an Index and other appropriate assistance in the performance of Wright's
decision-making responsibilities.
The Indices are adjusted quarterly and as otherwise necessary to reflect
significant events. Changes in the composition of an Index will be made by
determining whether existing companies included in the Index continue to meet
the criteria of the Index and whether other companies meet these criteria and
should replace or be added to the companies already comprising that Index. The
Indices give equal weight to each security included therein, and are intended to
include substantially all the publicly traded companies that meet the
requirements of the prudent investor standard in the respective nations. Use of
the equal weighting method of constructing an Index will often result in a
greater representation of smaller capitalization companies than would occur if
the Index were weighted on the basis of relative market capitalization in the
nation or nations in which their securities are primarily traded. Such smaller
capitalization companies may have shorter operating histories, less
diversification of assets and smaller dividend payments than larger
capitalization companies. On the other hand, such smaller capitalization
companies may be younger or less mature companies still experiencing significant
growth. Additional explanation of the objective criteria used in the process of
selecting companies for inclusion in an Index is included in the Statement of
Additional Information.
The securities included in an Index will be (i) admitted to official
listing on a stock exchange in any Member State of the European Union, (ii)
admitted to official listing on a recognized stock exchange in any other country
in Western Europe, Asia, Oceania, the American continents, including Bermuda,
and Africa, (iii) traded on another regulated market in any such Member State of
the European Union or such other country referred to above, provided such market
operates regularly and is recognized and open to the public, or (iv) recently
issued, provided the terms of the issue provide that application be made for
admission to official listing on any of the stock exchanges or other regulated
markets referred to above, and provided such listing is secured within a year
following the date of issuance. Although the Fund may acquire for its portfolio
only those securities that are included in the relevant Index at the time of
purchase, it is not expected that the Fund's portfolio will necessarily resemble
the Index either in the number of securities included or in the amount invested
in each security.
The Wright International
Asset Allocation Model
Wright has developed the Model which it uses to determine appropriate
country allocation for an international investment portfolio. Using the Model,
Wright and other
<PAGE>
institutional investors are able to select a single country or regional
Wright EquiFund for an investment portfolio. When the Model specifies countries
for which there is no Wright EquiFund available, the Fund will purchase equity
securities of issuers located in such country or countries listed on the
National Equity Index. Thus, the Fund enables completion of the investment
portfolio specified by the Model.
Other Investment Policies
The Trust, on behalf of the Fund, has adopted certain fundamental
investment restrictions which are enumerated in detail in the Statement of
Additional Information and which may be changed only by the vote of a majority
of the Fund's outstanding voting securities. Among these restrictions, the Fund
may not borrow money except from a bank, and then only up to 1/3 of the current
market value of its total assets (including the amount borrowed). The Fund has
no current intention of borrowing for leverage or speculative purposes.
The Fund is non-diversified which means that it may invest more than 5% of
its total assets in the securities of a single foreign issuer. Investing a
significant amount of the Fund's assets in the securities of a small number of
foreign issuers will cause the Fund's net asset value to be more sensitive to
events affecting those issuers. The Portfolio will not concentrate (invest 25%
or more of its total assets) in the securities of issuers in any one industry
but may at times concentrate in the securities of issuers in any one country.
Special Investment Considerations -- Risks
No Consideration of Minimizing Taxes. The Fund is designed to work in
conjunction with other series of the Trust to enable investors to construct an
investment portfolio that follows the Model. The Fund will only hold equity
securities of issuers located in countries specified by the Model that are not
available through the other Wright EquiFunds. If the Model changes and no longer
requires the Fund to include one or more countries whose securities are held by
the Fund, those securities will be sold by the Fund, without regard to whether
short-term or long-term gains or losses may be realized. This could result in
100% turnover of the Fund's portfolio. Any resulting net realized capital gains,
to the extent not treated as distributed to redeeming shareholders through the
use of equalization accounting (see "Taxes"), will be distributed in taxable
distributions a substantial portion of which could be attributable to net
short-term capital gains realized by the Fund and therefore taxable to
shareholders as ordinary income. Also, if the Model changes to include only
countries for which other Wright EquiFunds are available, substantially all of
the Fund's shares may be redeemed in order to implement the appropriate
reallocation of investments to those other Wright EquiFunds. Redemptions will be
taxable transactions that may result in tax liability for investors who are
subject to tax. Because the Fund is designed specifically to complete the asset
allocation specified by the Model, neither the Fund's investment decisions
regarding purchases or sales of portfolio securities nor the redemption of Fund
shares effected by an adviser will take an investor's tax liability or other tax
consequences into account.
Repurchase Agreements. The Fund may enter into repurchase agreements in order to
earn income on temporarily uninvested cash. A repurchase agreement is an
agreement under which the seller of securities agrees to repurchase and the Fund
agrees to resell the securities at a specified time and price. The Fund may
enter into repurchase agreements only with large, well-capitalized domestic or
foreign banks or government securities dealers that meet Wright credit
standards. In addition, such repurchase agreements will provide that the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned under the
repurchase agreement. In the event of a default or bankruptcy by a seller under
a repurchase agreement, the Fund will seek to liquidate such collateral.
However, the exercise of the right to liquidate such collateral could involve
certain costs, delays and restrictions and is not ultimately assured. To the
extent that proceeds from any sale upon a default of the obligation to
repurchase are less than the repurchase price, the Fund could suffer a loss.
There is no percentage limit on the amount of the Fund's investments in
repurchase agreements, except for the requirement that, under normal market
conditions, at least 80% of the Fund's total assets will be invested in equity
securities.
Foreign Investments. Investment in securities of foreign companies and
governments may involve certain risk
<PAGE>
considerations in addition to those arising when investing in domestic
securities. These considerations include the possibility of currency exchange
rate fluctuations and revaluation of currencies, the existence of less publicly
available information about foreign issuers, different accounting, auditing and
financial reporting standards, less stringent securities regulation,
non-negotiable brokerage commissions, different tax provisions, political or
social instability, war or expropriation. Moreover, foreign stock and bond
markets generally are not as developed and efficient as those in the United
States and, therefore, the volume and liquidity in those markets may be less,
and the volatility of prices may be greater, than in U.S. markets. Settlement of
transactions in foreign markets may be delayed beyond what is customary in U.S.
markets. These considerations generally are of greater concern in developing
countries.
The Fund may invest in foreign securities in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
International Depositary Receipts ("IDRs") or other similar securities
convertible into securities of foreign issuers. ADRs are receipts typically
issued by a United States bank or trust company evidencing ownership of the
underlying foreign securities. EDRs and IDRs are receipts typically issued by a
European bank or trust company evidencing ownership of the underlying foreign
securities.
Foreign Currency Transactions. The Fund may buy and sell foreign currencies. The
value in U.S. dollars of investments quoted or denominated in foreign currencies
will be affected by changes in currency exchange rates. As one way of managing
currency exchange rate risk, the Fund may enter into forward foreign currency
exchange contracts, which are agreements to purchase or sell foreign currencies
at a specified price and date. The Fund will usually enter into these contracts
to fix the value of a security it has agreed to buy or sell (transaction hedge).
The Fund also may, but does not expect to, use these contracts to hedge the
value of a security it already owns, particularly if it expects a decline in the
value of the currency in which the foreign security is quoted or denominated
(position hedge). The underlying currency value of the Fund's forward contracts
will be limited to the value of securities to be bought and sold in that
currency plus the value of the Fund's portfolio securities quoted or denominated
in such currency. There is no other percentage limitation on the Fund's holdings
of foreign currencies or forward contracts, except for the requirement that,
under normal market conditions, at least 80% of the Fund's net assets will be
invested in equity securities. Contracts to sell foreign currency could limit
any potential gain which might be realized by the Fund if the value of the
hedged currency increases. Although the Fund will attempt to benefit from using
forward contracts, the success of a hedging strategy will depend on the
Investment Adviser's ability to predict accurately the future exchange rate
between foreign currencies. The ability to predict the direction of currency
exchange rates involves skills different from those used in selecting
securities.
Lending Portfolio Securities. The Fund may seek to increase its total return by
lending portfolio securities to broker-dealers or other institutional borrowers.
Such loans are required to be secured continuously by collateral in cash or
liquid assets. During the existence of a loan, the Fund will continue to receive
the equivalent of the interest or dividends paid by the issuer on the securities
loaned and will also receive a fee or all or a portion of the interest, if any,
on investment of the collateral. However, the Fund may at the same time pay a
transaction fee to such borrowers and administrative expenses, such as finders
fees to third parties. The Fund may invest the proceeds it receives from a
securities loan in the types of securities in which it may invest. As with other
extensions of credit there are risks of delay in recovery or even loss of rights
in the securities loaned if the borrower of the securities fails financially.
However, the loans will be made only to organizations deemed by the Investment
Adviser to be of good standing and when, in the judgment of the Investment
Adviser, the consideration which can be earned from securities loans of this
type justifies the attendant risk. The financial condition of the borrower will
be monitored by the Investment Adviser on an ongoing basis and collateral values
will be continuously maintained at no less than 100% by "marking to market"
daily. If the Investment Adviser decides to make securities loans, it is
intended that the value of the securities loaned would not exceed 30% of the
Fund's total assets.
Temporary Defensive Investments. During periods of unusual market or economic
conditions, when Wright believes that investing for temporary defensive purposes
is appropriate, all or any portion of the Fund's assets may be held in cash
<PAGE>
(including, subject to the Code's requirements applicable to regulated
investment companies, the foreign currency of the nation or nations in which the
Fund invests) or invested in short-term obligations, including but not limited
to obligations issued or guaranteed by the U.S. or any foreign government or any
of their respective agencies or instrumentalities; obligations of public
international agencies; commercial paper which at the date of investment is
rated A-1 by Standard & Poor's Ratings Group ("S&P") or P-1 by Moody's Investors
Service, Inc. ("Moody's"), or, if not rated by such rating organizations, is
deemed by the Investment Adviser to be of comparable quality; short-term
corporate obligations and other debt instruments which at the date of investment
are rated AA or better by S&P or Aa or better by Moody's or, if unrated, which
are deemed by the Investment Adviser to be of comparable quality; and
certificates of deposit, bankers' acceptances and time deposits of domestic or
foreign banks which are determined to be of high quality by the Investment
Adviser. Temporary investments may be denominated either in U.S. dollars or in
the currencies of the nations in which the Fund is investing.
The Investment Adviser
The Fund has engaged Wright, a wholly-owned subsidiary of The Winthrop
Corporation ("Winthrop"), to act as its investment adviser pursuant to an
Investment Advisory Contract. Wright, acting under the general supervision of
the Trust's Trustees, furnishes the Fund with investment advice and management
services. The address of both Winthrop and Wright is 1000 Lafayette Boulevard,
Bridgeport, Connecticut. The Trustees of the Trust are responsible for the
general oversight of the conduct of the Fund's business.
Wright is a leading independent international investment management and
advisory firm which, together with its parent, Winthrop, has more than 30 years'
experience. Its staff of over 125 people includes a highly respected team of
economists, investment experts and research analysts. In addition to the Fund,
Wright manages assets for bank trust departments, corporations, unions,
municipalities, eleemosynary institutions, professional associations,
institutional investors, fiduciary organizations, family trusts and individuals.
Wright is also the investment adviser to certain funds in The Wright Managed
Equity Trust and The Wright Managed Income Trust; all the funds in The Wright
Managed Blue Chip Series Trust, Catholic Values Investment Trust (the "Wright
Funds") and the portfolios in The Wright Blue Chip Master Portfolio Trust.
Wright, along with Disclosure International, Inc., operates one of the world's
largest and most complete databases of financial information on over 17,700
domestic and international corporations. The estate of John Winthrop Wright is
the controlling shareholder of Winthrop. As the end of 1997, Wright managed
approximately $4 billion of assets.
An Investment Committee of experienced analysts exercises disciplined
direction and control over all investment selections, policies and procedures
for the Fund. The Committee, following highly disciplined buy-and-sell rules,
makes all decisions for the selection, purchase and sale of all securities. The
members of the Committee are as follows:
Peter M. Donovan, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics, Goddard College and joined Wright from Jones,
Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president of The
Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed
Blue Chip Series Trust, The Wright EquiFund Equity Trust, The Wright Blue Chip
Master Portfolio Trust and Catholic Values Investment Trust. He is also a
director of Aetna Master Fund, a Luxembourg SICAV. He is a member of the New
York Society of Security Analysts and the Hartford Society of Financial
Analysts.
Judith R. Corchard, Chairman of the Investment Committee, Executive Vice
President - Investment Management of Wright. Ms. Corchard attended the
University of Connecticut and joined Wright in 1960. Ms. Corchard is also a
member of the New York Society of Security Analysts, the Hartford Society of
Financial Analysts and AIMR. She is a vice president and trustee of The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust, The Wright EquiFund Equity Trust, The Wright Blue Chip Master
Portfolio Trust and Catholic Values Investment Trust.
Jatin J. Mehta, CFA, Chief Investment Officer - U.S. Equities of Wright.
Mr. Mehta received a BS Civil Engineering,
<PAGE>
University of Bombay, India and an MBA from the University of Bridgeport.
Before joining Wright in 1969, Mr. Mehta was an executive of the Industrial
Credit Investment Corporation of India, a World Bank agency in India for
financial assistance to private industry. He is a member of the New York Society
of Security Analysts and the Hartford Society of Financial Analysts.
Harivadan K. Kapadia, CFA, Senior Vice President - Investment Analysis and
Information of Wright. Mr. Kapadia received a BA (hon.) Economics and Statistics
and MA Economics, University of Baroda, India and an MBA from the University of
Bridgeport. Before joining Wright in 1969, Mr. Kapadia was Assistant Lecturer at
the College of Engineering and Technology in Surat, India and Lecturer, at the
B.J. College of Commerce, VVNagar, India. He has published the textbooks:
"Elements of Statistics," "Statistics," "Descriptive Economics," and "Elements
of Economics." He was appointed Adjunct Professor at the Graduate School of
Business, Fairfield University in 1981. He is also a member of the New York
Society of Security Analysts and the Hartford Society of Financial Analysts.
Michael F. Flament, CFA, Senior Vice President - Investment and Economic
Analysis of Wright. Mr. Flament received a BS Mathematics, Fairfield University;
MA Mathematics, University of Massachusetts and an MBA Finance, University of
Bridgeport and joined Wright in 1972. He is a trustee of The Wright Managed Blue
Chip Series Trust and a member of the New York Society of Security Analysts and
the Hartford Society of Financial Analysts.
James P. Fields, CFA, Senior Vice President and Investment Officer of
Wright. Mr. Fields received a BS Accounting, Fairfield University and an MBA
Finance from Pace University. He joined Wright in 1982 and is also a member of
the New York Society of Security Analysts.
Amit S. Khandwala, Senior Vice President - International Investments of
Wright. Mr. Khandwala received a BS (Economics, Accounting, International
Business and Computers) from University of Bombay, India, and an MBA
(Investments, Corporate Finance, International Finance & International
Marketing) from the University of Hartford. Mr. Khandwala has taught in the
Executive MBA Program at the University of Hartford Business School and his
research on ADRs has been published in The Journal of Portfolio Management. He
was involved in establishing the Stamford Society of Securities Analysts and is
a member of the New York Society of Security Analysts and the Hartford Society
of Financial Analysts. He joined Wright in 1986.
Charles T. Simko, Jr., Vice President - Investment Research of Wright.
Mr. Simko received a BS in Mathematics from Fairfield University. He joined
Wright in 1985.
Under the Fund's Investment Advisory Contract, the Fund is required to pay
Wright a monthly advisory fee calculated at the annual rates (as a percentage of
average daily net assets) set forth in the following table.
ANNUAL % ADVISORY FEE RATES
Under $500 Million Over
$500 Million to $1 Billion $1 Billion
-------------------------------------------------------------
0.75% 0.73% 0.68%
In addition to compensating Wright for its advisory services to the Fund,
the advisory fee is intended to partially compensate Wright for the maintenance
of the Indices which form the basis for the selection of securities for the
Fund. Wright incurs significant expenses in maintaining the Indices, including:
the cost of employing persons to research companies that are candidates for
inclusion in or removal from an Index and to enter data into Wright's
computerized international database; compensation to institutions in each
country for research provided to Wright; expenses associated with travel to the
countries for which Wright maintains Indices; and the costs of subscribing to
numerous publications and making extensive use of long-distance
telecommunications facilities. The need to compensate Wright for incurring these
expenses in maintaining the Indices distinguishes the Wright Funds from
traditional index funds with portfolios that track independently published
indices available at little or no cost to the funds' managers.
Shareholders of the Fund who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
<PAGE>
by such advisory clients the portion of the advisory fee payable by the Fund.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients and at the same time, as a shareholder in the Fund, bear its
share of the advisory fee paid by the Fund to Wright as described above.
Pursuant to the Investment Advisory Contract, Wright also furnishes for the
use of the Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Fund. Other than those expenses
expressly stated to be payable by Wright under its Investment Advisory Contract,
the Fund is responsible for all expenses relating to its operations including,
but not limited to, Wright's advisory fee; Eaton Vance's administration fee;
fees pursuant to the Fund's Rule 12b-1 distribution plan; taxes, if any;
custodian, legal and auditing fees; fees and expenses of Trustees who are not
members of, affiliated with or interested persons of Wright, Winthrop or Eaton
Vance; insurance premiums; trade association dues; expenses of obtaining
quotations for calculating the value of the Fund's net assets; printing and
other expenses which are not expressly designated as expenses of Wright or Eaton
Vance.
Like most mutual funds, the Fund relies on computers in conducting daily
business and processing information. There is a concern that on January 1, 2000
some computer programs will be unable to recognize the new year and as a
consequence computer malfunctions will occur. The Investment Adviser is taking
steps that it believes are reasonably designed to address this potential problem
and to obtain satisfactory assurance from other service providers to the Fund
that they are also taking steps to address the issue. There can, however, be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Fund or its shareholders.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments. Wright seeks to execute the Fund's portfolio security transactions
on the most favorable terms and in the most effective manner possible. Subject
to the foregoing, Wright may consider sales of shares of the Wright Funds as a
factor in the selection of broker-dealer firms to execute such transactions.
Portfolio changes may be made by Wright without regard to the length of time a
security has been held. However, it is not the intention of the Fund to engage
in trading for short-term profits. The frequency of the Fund's portfolio
transactions or turnover rate is expected to be higher than other mutual funds
with a similar investment objective because the Fund meets the requirements of
the Model for asset allocation across a varying range of foreign countries. A
high rate of portfolio turnover (100% or more) involves a correspondingly
greater amount of brokerage commissions and other costs which must be borne
directly by the Fund and thus indirectly by its shareholders. It may also result
in the realization of larger amounts of net short-term capital gains,
distributions from which are taxable to shareholders as ordinary income under
the Code.
The Administrator
The Fund engages Eaton Vance as its administrator under an Administration
Agreement dated February 1, 1998. Under the Administration Agreement, Eaton
Vance is responsible for managing the business affairs of the Fund, subject to
the supervision of the Trustees of the Trust. Eaton Vance's services include
recordkeeping, preparing and filing of documents required to comply with federal
and state securities laws, supervising the activities of the Fund's custodian
and transfer agent, providing assistance in connection with the Trustees and
shareholders meetings and other administrative services necessary to conduct the
Fund's business. Eaton Vance will not provide any investment management or
advisory services to the Fund. For its services under the Administration
Agreement, the Fund is required to pay Eaton Vance a monthly administration fee
calculated at the annual rates (as a percentage of average daily net assets) set
forth in the following table.
ANNUAL % ADMINISTRATION FEE RATES
Under Over
$100 Million $100 Million
------------------------------------------
0.10% 0.06%
<PAGE>
Eaton Vance, its affiliates and its predecessor companies have been engaged
primarily in managing assets of individuals and institutional clients since 1924
and managing, administering and marketing mutual funds since 1931. Total assets
under management are approximately $22 billion. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp. ("EVC"), a publicly-held holding company.
Distribution Expenses
In addition to the fees and expenses payable by the Fund in accordance with
its Investment Advisory Contract and Administration Agreement, the Fund pays for
certain expenses pursuant to a Distribution Plan (the "Plan") designed to meet
the requirements of Rule 12b-1 under the 1940 Act and the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD").
The Trust has entered into a distribution contract with WISDI, a wholly
owned subsidiary of Winthrop. Under this contract and the Plan, it is currently
intended that the Fund will pay to WISDI for distribution services and personal
and account maintenance services in connection with the Fund's shares, an annual
fee equal to .25% of the Fund's average daily net assets. Appropriate
adjustments to payments made pursuant to the Plan shall be made whenever
necessary to assure that no payment is made by the Fund which exceeds the
applicable maximum cap imposed on asset-based, front-end and deferred sales
charges by Rule 2830 of the NASD.
Pursuant to the Plan, the Trust, on behalf of the Fund, is authorized to
compensate WISDI for (1) distribution services and (2) personal and account
maintenance services performed and expenses incurred by WISDI in connection with
the Fund's shares. The amount of such compensation, including compensation for
personal and account maintenance services, paid during any one year may not
exceed .25% of the average daily net assets of the Fund. Such compensation shall
be calculated and accrued daily and paid quarterly.
Distribution services and expenses for which WISDI may be compensated
pursuant to this Plan include, without limitation: compensation to and expenses
incurred by investment dealers, banks or other institutions ("Authorized
Dealers") and the officers, employees and sales representatives of Authorized
Dealers and of WISDI; allocable overhead, travel and telephone expenses; the
printing of prospectuses and reports for other than existing shareholders; the
preparation and distribution of sales literature and advertising; and all other
expenses (other than personal and account maintenance services as defined below)
incurred in connection with activities primarily intended to result in the sale
of the Fund's shares.
Personal and account maintenance services include, but are not limited to,
payments made to or on account of WISDI, Authorized Dealers and their respective
officers, employees and sales representatives who respond to inquiries of, and
furnish assistance to, shareholders concerning their ownership of Fund shares
and their accounts or who provide similar services not otherwise provided by or
on behalf of the Fund.
How the Fund Values its Shares
The Trust values the shares of the Fund once on each day the New York Stock
Exchange ("NYSE") is open as of the close of regular trading on the NYSE
(normally 4:00 p.m., New York time). The net asset value is determined in the
manner authorized by the Trustees of the Trust by the Fund's custodian (as agent
for the Fund) with the assistance of Wright for securities that involve
valuation problems. Such determination is accomplished by dividing the number of
outstanding shares of the Fund into its net worth (the excess of its assets over
its liabilities).
Portfolio securities traded on more than one United States national
securities exchange or foreign securities exchange are valued by the Fund's
custodian at the last sale price on the business day as of which such value is
being determined at the close of the exchange representing the principal market
for such securities, unless those prices are deemed by Wright not to be
representative of current market values. Securities which cannot be valued at
such prices will be valued by Wright at fair value in accordance with procedures
adopted by the Trustees. Foreign currencies, options on foreign currencies and
forward foreign currency
<PAGE>
contracts will be valued at their last sales price as determined by
published quotations or as supplied by banks that deal in such instruments. The
value of all assets and liabilities expressed in foreign currencies will be
converted into a U.S. dollar value at the mean between the buying and selling
rates of such currencies against U.S. dollars last quoted by any major bank. If
such quotations are not available, the rate of exchange will be determined in
good faith by or under procedures established by the Trustees. Securities traded
over-the-counter, unlisted securities and listed securities for which closing
sale prices are not available are valued at the mean between latest bid and
asked prices or, if such bid and asked prices are not available, at prices
supplied by a pricing agent selected by Wright, unless such prices are deemed by
Wright not to be representative of market values at the close of business of the
NYSE. Securities for which market quotations are unavailable, restricted
securities, securities for which prices are deemed by Wright not to be
representative of market values and other assets will be appraised at their fair
value as determined in good faith according to guidelines established by the
Trustees of the Trust. Short-term obligations with remaining maturities of sixty
days or less are valued at amortized cost, which the Trustees have determined
approximates market value. Options traded on exchanges and over-the-counter will
be valued at the last current sales price on the market where such option is
principally traded. Over-the-counter and listed options for which a last sale
price is not available will be valued on the basis of quotations supplied by
dealers who regularly trade such options, or if such quotations are not
available or deemed by Wright not to be representative of market values, at fair
value.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
on each business day in New York (i.e., a day on which the NYSE is open for
trading). In addition, European or Far Eastern securities trading generally or
in a particular country or countries may not take place on all business days in
New York. Furthermore, trading takes place in Japanese markets on certain
Saturdays and in various foreign markets on days which are not business days in
New York and on which the Fund's net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the
prices of the majority of the portfolio securities used in such calculation.
Events affecting the values of portfolio securities that occur between the time
their prices are determined and the close of the NYSE will not be reflected in
the Fund's calculation of net asset value unless Wright deems that the
particular event would materially affect net asset value, in which case the
securities will be valued at their fair value according to procedures decided
upon by the Trustees.
How to Buy Shares
Shares of the Fund are sold without a sales charge at the net asset value
next determined after the receipt of a purchase order as described below. The
minimum initial investment is $1,000, although this minimum investment
requirement may be waived for investments in 401(k) tax-sheltered retirement
plans and Automatic Investment Program accounts and reduced to $500 with respect
to shares purchased by or for an investor making an investment through an
investment adviser, financial planner, broker, or other intermediary that
charges a fee for its services and has entered into an agreement with the Fund
or its Principal Underwriter. There is no minimum amount required for subsequent
purchases. The Fund reserves the right to reject any order for the purchase of
its shares or to limit or suspend, without prior notice, the offering of its
shares.
Shares of the Fund may be purchased or redeemed through an Authorized
Dealer. Charges may be imposed by the institution for its services. Any such
charges could constitute a material portion of a smaller account. Shares may be
purchased or redeemed directly from or with the Fund without imposition of any
charges by the Fund. Authorized Dealers must communicate an investor's order to
the Principal Underwriter by a specific time each day to receive that day's
public offering price per share. It is the Authorized Dealers' responsibility to
transmit orders promptly to the Principal Underwriter. The Trust has approved
the acceptance of purchase and redemption orders as of the time of their receipt
by certain Authorized Dealers (or their designated intermediaries).
Purchase By Wire: Investors may purchase shares by transmitting immediately
available funds (Federal Funds) by wire to:
<PAGE>
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA
ABA: 011001234
Account 081345
Further Credit: (Name of Fund)
(Include your Fund account number)
Initial purchase - Upon making an initial investment by wire, an investor
must first telephone the Fund's Order Department at (800) 225-6265, ext. 7750,
to advise of the action and to be assigned an account number. If this telephone
call is not made, it may not be possible to process the order promptly. In
addition, an Account Instructions form, which is available through WISDI, should
be promptly forwarded to First Data Investor Services Group (the "Transfer
Agent") at the following address:
Wright Managed Investment Funds
P.O. Box 5156
Westborough, MA 01581-9698
Subsequent Purchases - Additional investments may be made at any time
through the wire procedure described above. The Fund's Order Department must be
immediately advised by telephone at (800) 225-6265, ext. 7750 of each
transmission of funds by wire.
Purchase by Mail: Initial Purchases - The Account Instructions form
available through WISDI should be completed by an investor, signed and mailed
with a check, Federal Reserve Draft, or other negotiable bank draft, drawn on a
U.S. bank and payable in U.S. dollars, to the order of the Fund and mailed to
the Transfer Agent at the above address.
Subsequent Purchases - Additional purchases may be made at any time by an
investor by check, Federal Reserve draft, or other negotiable bank draft, drawn
on a U.S. bank and payable in U.S. dollars, to the order of the Fund at the
above address. The sub-account, if any, to which the subsequent purchase is to
be credited should be identified together with the sub-account number and,
unless otherwise agreed, the name of the sub-account.
Automatic Investment Program - for regular share accumulation: Cash
investments of $50 or more may be made through the shareholder's checking
account via automatic withdrawal each month or quarter. The $1,000 minimum
initial investment and small account redemption policy are waived for the
Automatic Investment Program.
Purchase through Exchange of Securities: Investors wishing to purchase
shares of the Fund through an exchange of portfolio securities should contact
WISDI to determine the acceptability of the securities and make the proper
arrangements. The shares of the Fund may be purchased, in whole or in part, by
delivering to the Fund's custodian securities that meet the investment objective
and policies of the Fund, have readily ascertainable market prices and
quotations and that are otherwise acceptable to the Investment Adviser and the
Fund. The Trust only will accept securities in exchange for shares of the Fund
for investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser, WISDI and the Fund reserve
the right to reject all or any part of the securities offered in exchange for
shares of the Fund. An investor who wishes to make an exchange should furnish to
WISDI a list with a full and exact description of all of the securities which he
proposes to deliver. WISDI or the Investment Adviser will specify those
securities which the Fund is prepared to accept and will provide the investor
with the necessary forms to be completed and signed by the investor. The
investor should then send the securities, in proper form for transfer, with the
necessary forms to the Fund's Custodian and certify that there are no legal or
contractual restrictions on the free transfer and sale of such securities.
Exchanged securities will be valued at their fair market value as of the date
that the securities in proper form for transfer and the accompanying purchase
order are both received by the Trust, using the procedures for valuing portfolio
securities as described under "How the Fund Values its Shares" on page 13.
However, if the NYSE or appropriate foreign stock exchange is not open for
unrestricted trading on such date, such valuation shall be on the next day on
which the NYSE or foreign stock exchange is so open. In any event, all
valuations are determined in good faith by or at the direction of the Trustees
of the Trust. The net asset value used for purposes of pricing shares sold under
the exchange program will be the net asset value next determined following the
<PAGE>
receipt of both the securities offered in exchange and the accompanying purchase
order. Securities to be exchanged must have a minimum aggregate value of $5,000.
An exchange of securities is generally a taxable transaction for federal and
state income tax purposes.
How Shareholder Accounts are Maintained
Upon the initial purchase of the Fund's shares, an account will be opened
for the account or sub-account of an investor. Subsequent investments may be
made at any time by mail to the Transfer Agent or by wire, as noted above. The
Trust has the right, upon 60 days' notice to shareholders, to involuntarily
redeem shares, at the net asset value in accounts which do not meet the minimum
account requirement. However, no such redemption would be required by the Fund
if the cause of the low account balance was a reduction in the net asset value
of Fund shares. Confirmation statements indicating total shares of the Fund
owned in the account or each sub-account will be mailed to investors quarterly
and at the time of each purchase (other than reinvestment of dividends or
distributions) or redemption. The issuance of shares will be recorded on the
books of the Fund. The Trust does not issue share certificates.
Distributions and Dividends by the Fund
The Trust intends to pay dividends from the net investment income of the
Fund at least annually. Any realized net capital gains from the sale of
securities in the Fund's portfolio or other transactions (reduced by any
available capital loss carryforwards from prior years) also will generally be
distributed at least annually. Shareholders may reinvest dividends and capital
gains distributions, if any, in additional shares of the Fund at the net asset
value as of the ex-dividend date. Unless shareholders otherwise instruct, all
distributions and dividends automatically will be invested in additional shares
of the Fund. Alternatively, shareholders may reinvest capital gains
distributions and direct that dividends be paid in cash, or direct that both
dividends and capital gains distributions be paid in cash. The amount of the
Fund's distributions may be affected by its use of equalization accounting, if
applicable, as described below in "Taxes."
Taxes
The Fund is a separate taxable entity under the Code and intends to qualify
and elect to be treated and to continue to qualify as a regulated investment
company for federal income tax purposes. In order to so qualify, the Fund must
meet certain requirements with respect to sources of income, diversification of
assets, and distributions to shareholders. As a regulated investment company,
the Fund will not pay federal income or excise taxes to the extent that it
distributes to its shareholders all of its net investment income and net
realized capital gains in accordance with the timing requirements of the Code.
The Fund will not be subject to income, corporate excise or franchise taxation
in Massachusetts in any year in which it qualifies as a regulated investment
company under the Code.
For federal income tax purposes, the Fund's distributions from its net
investment income, any excess of its net short-term capital gain over its net
long-term capital loss and certain net realized foreign currency gains are
taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. It is not expected that any portion of the
Fund's distributions will qualify for the corporate dividends-received
deduction. Distributions from any excess of the Fund's net long-term capital
gain over its net short-term capital loss that the Fund designates as "capital
gain dividends" are taxable as long-term capital gain whether received in cash
or reinvested in additional shares, regardless of how long the shareholder has
held the Fund shares. As a result of tax legislation enacted on August 5, 1997,
long-term capital gains are taxable at different rates for individual
(noncorporate) investors (generally 28% or 20% maximum rates, but other rates
may also apply in particular cases) depending upon the holding period of the
asset that produced the gains, the investor's tax bracket, and other relevant
factors. Distributions on Fund shares shortly after their purchase, although
they may be attributable to taxable income and/or capital gains that had been
realized but not distributed at the time of purchase and therefore may be in
effect a return of a portion of the purchase price, are generally subject to
federal income tax. Distributions treated as ordinary income or long-term
capital gains that are declared by the Fund in October, November or December to
<PAGE>
shareholders of record as of a date in such month and paid the following January
will be treated for federal income tax purposes as having been received by the
shareholder on December 31 of the year in which they are declared.
Redemptions (including exchanges) of Fund shares are taxable transactions
and may in particular cases be subject to wash sale or other special tax rules.
Sales of portfolio securities in accordance with the Fund's investment
strategy and the requirements of the Model may result in significant capital
gains or losses at the Fund level, and related shareholder redemptions may also
result in the realization of significant gains or losses at the shareholder
level. The Fund and Wright will not seek to avoid realization of taxable gains
or to realize losses at either the Fund or shareholder level or attempt to
minimize any shareholder's or all shareholders' tax liability. However, if the
Fund experiences substantial redemptions during a particular year and otherwise
qualifies to do so, the Fund may use equalization accounting for tax purposes.
Equalization accounting would allow the Fund to treat on its tax return the
portion of redemption proceeds that represents each redeeming shareholder's
share of the Fund's undistributed investment company taxable income and realized
net capital gain as if it were an actual distribution of such income and gain
for which the Fund would be entitled to a dividends-paid deduction. However, a
redeeming shareholder's treatment of the redemption would not be affected by the
Fund's use of equalization accounting, and the shareholder would consequently
treat the entire amount received from the Fund in a redemption (including an
exchange) as gross proceeds from the redemption of shares. The use of
equalization accounting would have the effect of reducing the amounts of income
and gains that the Fund would be required to distribute as dividends to
nonredeeming shareholders in order for the Fund to avoid federal income and
excise tax. Consequently, if equalization accounting is used for a particular
year, the Fund's actual dividends and distributions for that year may be
substantially reduced or even eliminated. The Fund cannot predict whether it
will experience substantial redemptions for any particular period and will take
all relevant factors into account in determining the amounts necessary or
appropriate to distribute each year, with the principal objective of avoiding
any federal income or excise tax liability for the Fund.
The Fund may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) that it
derives from investments in foreign securities and may make an election under
Section 853 of the Code that would allow shareholders to claim a credit or
deduction on their federal income tax returns for (and treat as additional
amounts distributed to them) their pro rata portion of qualified taxes paid by
the Fund to foreign countries. This election may be made only if more than 50%
of the assets of the Fund at the close of a taxable year consists of stock or
securities in foreign corporations. Availability of foreign tax credits or
deductions for shareholders is subject to certain additional restrictions and
limitations at the Fund and shareholder levels.
Annually, shareholders of the Fund that are not exempt from information
reporting requirements will receive information on Form 1099 regarding the prior
calendar year's distributions and redemptions (including exchanges).
Shareholders should consult their own tax advisers with respect to the tax
status of distributions from the Fund or the redemption (including an exchange)
of Fund shares in their own states and localities. Under Section 3406 of the
Code, individuals and other non-exempt shareholders will be subject to backup
withholding at the rate of 31 % on taxable distributions made by the Fund and on
the proceeds of redemptions (including exchanges) of shares of the Fund if they
fail to provide to the Fund their correct taxpayer identification numbers and
certain certifications required by the Internal Revenue Service or if the
Internal Revenue Service or a broker notifies the Fund that the number furnished
by the shareholder is incorrect or that the shareholder is otherwise subject to
such withholding. If such withholding is applicable, such distributions and
proceeds will be reduced by the amount of tax required to be withheld.
Shareholders who are not United States persons should also consult their
tax advisers about the potential application of certain U.S. taxes, including a
U.S. withholding tax at the rate of 30% (or a lower treaty rate) on amounts
<PAGE>
treated as ordinary income distributions to them and of foreign taxes to their
investment in the Fund.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of any other Wright
EquiFund, Standard Shares of the other funds in The Wright Managed Equity Trust
and The Wright Managed Income Trust and shares of Wright U.S. Treasury Money
Market Fund at net asset value at the time of the exchange.
This exchange offer is available only in states where shares of such other
fund may be legally sold. Each exchange is subject to a minimum initial
investment of $1,000 in each fund.
Shareholders purchasing shares from an Authorized Dealer may effect
exchanges between the above funds through their Authorized Dealer who will
transmit information regarding the requested exchanges to the Transfer Agent.
The Transfer Agent makes exchanges at the next determined net asset value
after receiving a request in writing mailed to the address provided under "How
to Buy Shares." Telephone exchanges are also accepted if the exchange involves
shares valued at less than $50,000 and on deposit with the Transfer Agent. All
shareholders are automatically eligible for the telephone exchange privilege. To
effect such exchanges, call the Transfer Agent at (800) 555-0644 (this is a
recorded line), Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern time).
All such telephone exchanges must be registered in the same name(s) and with the
same address and social security or other taxpayer identification number as are
registered with the Fund from which the exchange is being made. See "How to
Redeem or Sell Shares - By Telephone" for a description of the procedures the
Fund employs to ensure that instructions communicated by telephone are genuine.
Neither the Trust, the Fund, the Principal Underwriter nor the Transfer Agent
will be responsible for the authenticity of exchange instructions received by
telephone, provided that reasonable procedures to confirm that instructions
communicated are genuine have been followed. Telephone instructions will be tape
recorded. In times of drastic economic or market changes, a telephone exchange
may be difficult to implement. When calling to make a telephone exchange,
shareholders should have their account number and social security or other
taxpayer identification numbers.
Generally, shareholders will be limited to four Telephone Exchange
round-trips during each year following the initial investment, and a Fund may
refuse requests for Telephone Exchanges in excess of four round-trips (a
round-trip being the exchange out of the Fund into another Wright Fund, and then
back to the Fund). The Trust believes that use of the Exchange Privilege by
investors utilizing market-timing strategies adversely affects the Fund.
Therefore, the Trust generally will not honor requests for exchanges, including
Telephone Exchanges, by shareholders who identify themselves or are identified
by the Trust as "market-timers." The Trust identifies as market-timers on its
account records those investors who repeatedly make exchanges within a short
period (even if less than four round-trips per year) while retaining Fund shares
for very short holding periods (often less than a month). The Trust does not
automatically redeem shares that are the subject of a rejected exchange request.
Such shares will only be redeemed if the Trust is specifically authorized to do
so by the shareholder.
Additional documentation may be required for exchange requests if shares
are registered in the name of a corporation, partnership or fiduciary. Any
exchange request may be rejected by the Fund or the Principal Underwriter at its
discretion. The exchange privilege may be changed or discontinued without
penalty at any time. Shareholders will be given 60 days' prior notice of any
termination or material amendment of the exchange privilege. Contact the
Transfer Agent for additional information concerning the Exchange Privilege.
A shareholder should read the prospectus of the other fund and consider the
differences in objectives and policies before making any exchange. For federal
and state income tax purposes, an exchange is a taxable transaction for
shareholders.
<PAGE>
How to Redeem or Sell Shares
Shares of the Fund will be redeemed at the net asset value next determined
after receipt of a redemption request in good order as described below. Proceeds
will be mailed within seven days of such receipt. If the shares to be redeemed
represent an investment made by check, the Fund will delay payment of the
redemption proceeds until the check has been collected which, depending upon the
location of the issuing bank, could take up to 15 days. Although the Fund
normally expects to make payment in cash for redeemed shares, the Trust has
reserved the right to pay the redemption price of shares of the Fund, either
totally or partially, by a distribution in kind of readily marketable securities
valued pursuant to the Fund's valuation procedures. If a shareholder received a
distribution in kind, the shareholder could incur brokerage or other charges in
converting the securities to cash. For federal and state income tax purposes, a
redemption of shares is a taxable transaction for shareholders.
Through Authorized Dealers: Shareholders using Authorized Dealers may
redeem shares through such Dealers. The value of such shares is based upon the
net asset value calculated after the order is deemed to be received by the Trust
or the Transfer Agent as the Trust's agent.
By Telephone: All shareholders are automatically eligible for the telephone
redemption privilege, unless the account application indicates otherwise.
Shareholders redeeming $50,000 or less may effect their redemption by calling
the Fund's Transfer Agent at (800) 555-0644 (9:00 a.m. to 4:00 p.m. Eastern
time) if the redemption involves shares on deposit with the Transfer Agent.
Payment will be made by check to the address of record. Telephone instructions
will be tape recorded. Shareholders redeeming more than $50,000 may effect a
redemption by calling the Fund's Order Department at (800) 225-6265, ext. 7750
from 8:30 a.m. to 4:00 p.m. (Eastern time). In times when the volume of
telephone redemptions is heavy, additional phone lines automatically will be
added by the Fund. However, in times of drastic economic or market changes, a
telephone redemption may be difficult to implement. At such times, a shareholder
may redeem shares by mail or by faxing a redemption request to (617) 348-2932.
When calling to make a telephone redemption, shareholders should have
available their account number. A telephone redemption will be made at that
day's net asset value, provided that the telephone redemption request is
received prior to 4:00 p.m. on that day. Telephone redemption requests received
after 4:00 p.m. will be effected at the net asset value determined for the next
trading day. Payment will be made by check to the address of record or, if an
appropriate election was made on the application form, by wire transfer to the
bank account or address designated. Payment is normally made within one business
day after receipt of the redemption request in good order. Trust Departments may
make redemptions and deposit the proceeds in checking or other accounts of
clients, as specified in instructions furnished to the Fund at the time of
initially purchasing Fund shares. Neither the Trust, the Fund, the Principal
Underwriter nor the Transfer Agent will be responsible for the authenticity of
redemption instructions received by telephone, provided that reasonable
procedures have been followed to confirm that instructions communicated are
genuine.
By Mail: A shareholder may also redeem all or any number of shares at any
time by mail by delivering the request with a stock power to the Transfer Agent,
First Data Investor Services Group, Wright Managed Investment Funds, P.O. Box
5156, Westborough, Massachusetts 01581-9698. As in the case of telephone
requests, payments will normally be made within one business day after receipt
of the redemption request in good order. Good order means that written
redemption requests or stock powers must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
NYSE's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to the Transfer Agent. In
addition, in some cases, good order may require furnishing of additional
documents such as where shares are registered in the name of a corporation,
partnership or fiduciary.
<PAGE>
The right to redeem shares of the Fund and to receive payment may be
suspended at times (a) when the securities markets are closed, other than
customary weekend and holiday closings, (b) when trading is restricted for any
reason, (c) when an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
when the Securities and Exchange Commission by order permits a suspension of the
right of redemption or a postponement of the date of payment or redemption.
Due to the relatively high costs of maintaining small accounts, the Fund
reserves the right to redeem fully at net asset value any Fund account
(including accounts of clients of fiduciaries) which at any time, due to partial
redemptions or exchanges, amounts to less than $500 for the Fund. Prior to the
execution of any such redemption, the shareholder will be given 60 days' notice
to make an additional investment to meet the required $500 minimum. No account
will be redeemed if the cause of the low account balance was a reduction in the
net asset value of Fund shares.
Performance Information
From time to time the Fund may publish its yield and/or average annual
total return in advertisements and communications to shareholders. The current
yield for the Fund will be calculated by dividing the net investment income per
share during a recent 30-day period by the maximum offering price per share of
the Fund on the last day of the period. The results are compounded on a bond
equivalent (semi-annual) basis and then annualized. The Fund's average annual
total return is determined by computing the annual percentage change in value of
$ 1,000 invested at the public offering price (i.e., net asset value per share)
for specified periods ending with the most recent calendar quarter, assuming
reinvestment of all dividends and distributions at net asset value.
Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of the Fund's current yield or total
return for any prior period should not be considered as a representation of what
an investment may earn or what an investor's yield or total return may be in any
future period. The reduction of fees or assumption of expenses by Wright, WISDI
or Eaton Vance will result in the Fund's higher performance.
Other Information
The Trust is a business trust established under Massachusetts law pursuant
to a Declaration of Trust dated July 14, 1989, as amended and restated December
20, 1989.
The Trust's shares of beneficial interest have no par value and may be
issued in two or more series or "funds." The Trustees are empowered by the
Declaration of Trust and By-laws to change the name of any existing series and
to create additional series without obtaining shareholder approval. The Trust's
shares may be issued in an unlimited number by its Trustees. Each share of a
series represents an equal proportionate beneficial interest in that series and,
when issued and outstanding, the shares are fully paid and non-assessable by the
relevant series. There are no annual meetings of shareholders, but special
meetings may be held as required by law to elect or remove Trustees and consider
certain other matters. Shareholders are entitled to one vote for each full share
held. Fractional shares may be voted in proportion to the amount of the net
asset value of a series which they represent. Voting rights are not cumulative,
which means that the holders of more than 50% of the shares voting for the
election of Trustees of the Trust can elect 100% of the Trustees and, in such
event, the holders of the remaining less than 50% of the shares voting on the
matter will not be able to elect any Trustees. Shares will be voted by
individual series except to the extent required by the 1940 Act. Shares have no
preemptive or conversion rights and are freely transferable. Upon liquidation of
a series, shareholders are entitled to share pro rata in the net assets of that
series available for distribution to shareholders, and in any general assets of
the Trust not allocated to a particular series by the Trustees.
As permitted by Massachusetts law, there normally will be no meetings of
shareholders for the purpose of electing
<PAGE>
Trustees unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders. In such an event the Trustees
then in office will call a shareholders meeting for the election of Trustees.
Except for the foregoing circumstances and unless removed by action of the
shareholders in accordance with the Trust's By-laws, the Trustees shall continue
to hold office and may appoint successor Trustees.
The Trust's By-laws provide that no person shall serve as a Trustee if
shareholders holding two thirds of the outstanding shares have removed such
person from that office either by a written declaration filed with the Trust' s
custodian or by votes cast at a meeting called for that purpose. The Trustees
promptly shall call a meeting of the shareholders for the purpose of voting upon
a question of removal of a Trustee when requested to do so by the record holders
of not less than 10% of the Trust's outstanding shares.
<PAGE>
The Wright
EquiFund
Equity Trust
PROSPECTUS
May 1, 1998
Investment Adviser
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Principal Underwriter
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Administrator
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
Custodian
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Transfer Agent
First Data Investor Services Group
Wright Managed Investment Funds
P.O. Box 5156
Westborough, Massachusetts 01581-9698
Auditors
Deloitte & Touche LLP
125 Summer Street
Boston Massachusetts 02110
24 Federal Street
Boston, Massachusetts 02110
<PAGE>
PART B
Information Required in a Statement of Additional Information
STATEMENT OF
ADDITIONAL INFORMATION
May 1, 1998
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund-Belgium/Luxembourg Wright EquiFund-Mexico
Wright EquiFund-Hong Kong/China Wright EquiFund-Netherlands
Wright EquiFund-Japan Wright EquiFund-Nordic
24 Federal Street
Boston, Massachusetts 02110
Table of Contents
Page
Additional Information about the Trust............... 2
Additional Investment Information.................... 2
Officers and Trustees................................ 10
Control Persons and Principal Holders of Shares...... 12
Investment Advisory and Administrative Services...... 12
Custodian............................................ 14
Independent Certified Public Accountants............. 15
Brokerage Allocation................................. 15
Principal Underwriter................................ 16
Performance Information.............................. 17
Taxes................................................ 19
Financial Statements................................. 20
Appendix A.............................................. A1-A4
This combined Statement of Additional Information is NOT a prospectus and is
authorized for distribution to prospective investors only if preceded or
accompanied by the current combined Prospectus of the Funds dated May 1, 1998,
as supplemented from time to time, which is incorporated herein by reference. A
copy of the Prospectus may be obtained without charge from Wright Investors'
Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604 (Telephone: (800) 888-9471).
<PAGE>
ADDITIONAL INFORMATION ABOUT THE TRUST
Unless otherwise defined herein, capitalized terms have the meaning given
to them in the Prospectus.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of the Trust or, if the interests of a
particular Wright EquiFund are affected, a majority of such Fund's outstanding
shares. The Trust may be terminated (i) upon the sale of the Trust's assets to
another open-end management investment company, if approved by the holders of
two-thirds of the outstanding shares of the Trust, except that if the Trustees
of the Trust recommend such sale of assets, the approval by the vote of a
majority of the Trust's outstanding shares will be sufficient; or (ii) upon
liquidation and distribution of the assets of the Trust, if approved by a
majority of its Trustees or by the vote of a majority of the Trust's outstanding
shares. If not so terminated, the Trust may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The Investment Adviser does not consider this risk to be material.
ADDITIONAL INVESTMENT INFORMATION
In selecting securities for the Indices and for inclusion in the portfolios
of the Funds, Wright utilizes its international database, which includes
WORLDSCOPE(R). WORLDSCOPE(R) provides more than 1,500 items of information on
more than 17,700 companies worldwide. Additional information about the
composition of the Indices may be obtained without charge from Wright Investors'
Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, CT 06604
(800-888-9471). Except for the United States, Wright utilizes the services of
major financial institutions that are located in the nations in which the
respective Funds are permitted to invest to supply Wright with research products
and services including reports on particular industries and companies, economic
surveys and analysis of the investment environment and trends in a particular
nation, recommendations as to whether specific securities should be included in
an Index and other assistance in the performance of its decision-making
responsibilities. Currently, Wright expects to utilize several major
international banks in the above-mentioned capacity. The Indices are adjusted as
necessary to reflect recent events. A detailed explanation of the objective
criteria used in the selection process is as follows.
To be selected for an Index, a company must have:
1. Five years of earnings data (17 quarters of 12 month earnings). To
be selected, a company's trailing 12 month earnings during the
last four quarters or during the last three reported years
cumulatively must be positive.
2. Five years of dividend information or positive verification
that a company did not declare a dividend (20 quarters of
quarterly dividend information).
3. Three years of price information (12 quarters of quarterly
prices). To be selected, a company generally must have market
value (number of shares times price) equal to or greater than $20
<PAGE>
million. Once a company is selected, its market value must be less
than $15 million for the company's securities to be removed from
the relevant Index.
4. Book value information for the past five years (20 quarters). To
be selected, book value must be equal to or greater than $20
million. Once a company is selected, its book value must be less
than $15 million for the company's securities to be removed from
the relevant Index.
5. Industry group information. Companies that are closed-end
investment companies, real estate investment trusts or non-bank
securities brokers or dealers will not be included.
Acquired companies may continue to be included in the relevant Index up to
their acquisition date.
Description of Investments
Each Fund may invest up to 20% of its net assets in U.S. Government
securities, repurchase agreements, certificates of deposit, bankers'
acceptances, fixed time deposits, commercial paper, finance company paper, and
other short-term debt securities. The Fund may hold cash or invest more than 20%
of its net assets in these securities for temporary, defensive purposes.
U.S. Government, Agency and Instrumentality Securities -- U.S. Government
securities are issued by the U.S. Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
Repurchase Agreements -- involve the purchase of U.S. Government securities
or of other high quality short-term debt obligations. At the same time a Fund
purchases the security it resells such security to the vendor which is a member
bank of the Federal Reserve System, a recognized securities dealer or any
foreign bank whose creditworthiness has been determined by Wright to be at least
equal to that of issuers of commercial paper rated within the two highest grades
assigned by Moody's or S&P, and is obligated to redeliver the security to the
vendor on an agreed-upon date in the future. A repurchase agreement with foreign
banks may be available with respect to government securities of the particular
foreign jurisdiction. The resale price is in excess of the purchase price and
reflects an agreed-upon market rate unrelated to the coupon rate on the
purchased security. Such transactions afford an opportunity for a Fund to earn a
return on cash which is only temporarily available. A Fund's risk is the ability
of the vendor to pay an agreed upon sum upon the delivery date, which the Trust
believes is limited to the difference between the market value of the security
and the repurchase price provided for in the repurchase agreement. However,
bankruptcy or insolvency proceedings affecting the vendor of the security which
is subject to the repurchase agreement, prior to the repurchase, may result in a
delay in a Fund being able to resell the security.
Certificates of Deposit -- are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
Bankers' Acceptances -- are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
Fixed Time Deposits -- are bank obligations payable at a stated maturity
date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn
on demand by the investor, but may be subject to early withdrawal penalties
which vary depending upon market conditions and the remaining maturity of the
obligation. There are no contractual restrictions on the right to transfer a
beneficial interest in a fixed time deposit to a third party, although there is
no market for such deposits.
Commercial Paper and Finance Company Paper -- refers to promissory notes
issued by corporations in order to finance their short-term credit needs.
<PAGE>
Restricted Securities -- Securities that are not freely tradeable or which
are subject to restrictions on sale under the Securities Act of 1933 are
considered restricted. Such securities are illiquid and may be difficult to
properly value. Each Fund's holdings of illiquid securities may not exceed 15%
of its net assets. Illiquid securities include securities legally restricted as
to resale. Securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 may, however, be treated as liquid by the Investment
Adviser pursuant to procedures adopted by the Trustees, which require
consideration of factors such as trading activity, availability of market
quotations and number of dealers willing to purchase the security. Moreover,
investments in Rule 144A securities may increase the level of Fund illiquidity
to the extent qualified institutional buyers become uninterested in purchasing
such securities.
Convertible Securities -- Each Fund may from time to time invest up to 5%
of its total assets in debt securities and preferred stocks which are
convertible into, or carry the right to purchase, common stock or other equity
securities. The debt security or preferred stock may itself be convertible into
or exchangeable for equity securities, or the purchase right may be evidenced by
warrants attached to the security or acquired as part of a unit with the
security. Convertible securities may be purchased for their appreciation
potential when they yield more than the underlying securities at the time of
purchase or when they are considered to present less risk of principal loss than
the underlying securities. Generally speaking, the interest or dividend yield of
a convertible security is somewhat less than that of a non-convertible security
of similar quality issued by the same company.
Warrants and Rights -- Each Fund may purchase warrants and rights, but does
not intend to invest more than 5% of its net assets in warrants and rights
(other than those that have been acquired in units or attached to other
securities). Warrants and rights are options to purchase equity securities at a
specific price valid for a specific period of time. They do not represent
ownership of the securities, but only the right to buy them. The prices of
warrants and rights do not necessarily move parallel to the prices of the
underlying securities. Warrants and rights may become valueless if not sold or
exercised prior to their expiration.
Foreign Securities -- The Funds may invest in foreign securities, and in
certificates of deposit, bankers' acceptances, fixed time deposits issued by
major foreign banks and foreign branches of United States banks, to any extent
deemed appropriate by Wright and consistent with a Fund's investment objective.
Investing in securities of foreign governments or securities issued by companies
whose principal business activities are outside the United States may involve
significant risks not associated with domestic investments. For example, there
is generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Foreign issuers are generally not bound by uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to domestic issuers. Investments in foreign securities also involve
the risks of possible adverse changes in exchange control regulations,
expropriation or confiscatory taxation, limitation on removal of funds or other
assets of a Fund, political or financial instability or diplomatic and other
developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the U.S. To the extent investments in foreign securities are
denominated or quoted in currencies of foreign countries, a Fund may be affected
favorably or unfavorably by changes in currency exchange rates and may incur
costs in connection with conversion between currencies.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located outside
the U.S. Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S. Securities of some foreign
issuers may be less liquid and more volatile than securities of comparable U.S.
companies (this is particularly true of issuers located in developing countries;
however, the Funds, other than Mexico Fund, do not anticipate investments in
securities of developing countries). In addition, foreign brokerage commissions
are generally higher than commissions on securities traded in the U.S. and may
be non-negotiable. In general, there is less overall governmental supervision
and regulation of securities exchanges, brokers and listed companies than in the
U.S.
<PAGE>
Foreign Currency Exchange Transactions -- The Funds may engage in foreign
currency exchange transactions. Investments in securities of foreign governments
and companies whose principal business activities are located outside the United
States will frequently involve currencies of foreign countries. In addition,
assets of a Fund may temporarily be held in bank deposits in foreign currencies
during the completion of investment programs. Therefore, the value of a Fund's
assets, as measured in U.S. dollars, may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control regulations.
Although each Fund values its assets daily in U.S. dollars, the Fund does not
intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. A Fund may conduct its foreign currency exchange transactions on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market. The Fund will convert currency on a spot basis from time to
time and will incur costs in connection with such currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer. The Funds do not
intend to speculate in foreign currency exchange rates.
As an alternative to spot transactions, a Fund may enter into contracts to
purchase or sell foreign currencies at a future date ("forward contracts"). A
forward contract involves an obligation to purchase or sell a specific currency
at a future date and price fixed by agreement between the parties at the time of
entering into the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. Although a forward contract generally involves no deposit
requirement and no commissions are charged at any stage for trades, a Fund will
maintain segregated accounts in connection with such transactions. The Funds
intend to enter into such contracts only on net terms.
A Fund may enter into forward contracts under two circumstances. First,
when a Fund enters into a contract for the purchase or sale of a security quoted
or denominated in a foreign currency, it may desire to "lock in" the price of
the security. This is accomplished by entering into a forward contract for the
purchase or sale, for a fixed amount of the foreign currency involved in the
underlying security transaction ("transaction hedging"). Such forward contract
transactions will enable the Fund to protect itself against a possible loss
resulting from an adverse change in the relationship between the different
currencies during the period between the date the security is purchased or sold
and the date of payment for the security.
Second, when Wright believes that the currency of a particular foreign
country may suffer a decline, a Fund may enter into a forward contract to sell
the amount of foreign currency approximating the value of some or all of the
securities quoted or denominated in such foreign currency. The precise matching
of the forward contract amounts and the value of the securities involved will
not generally be possible. The future value of such securities in foreign
currencies will change as a consequence of fluctuations in the market value of
those securities between the date the forward contract is entered into and the
date it matures. The projection of currency exchange rates and the
implementation of a short-term hedging strategy are highly uncertain. As an
operating policy, the Funds do not intend to enter into forward contracts for
such hedging purposes on a regular or continuous basis. A Fund will also not
enter into such forward contracts or maintain a net exposure to such contracts
if the contracts would obligate the Fund to deliver an amount of foreign
currency in excess of the value of the Fund's securities or other assets quoted
or denominated in that currency.
The Fund's custodian will place cash or liquid securities in a segregated
account. The amount of such segregated assets will be at least equal to the
value of a Fund's total assets committed to the consummation of forward
contracts involving the purchase of foreign currency. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the amount will equal the amount of the Fund's commitments with respect to such
contracts.
<PAGE>
A Fund generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Fund may elect
to sell the portfolio security and make delivery of the foreign currency.
Alternatively, the Fund may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an identical offsetting
contract from the same currency trader.
It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a forward contract. Accordingly, it may be
necessary for a Fund to purchase additional foreign currency on the spot market
(and bear the expense of such purchase) if the Fund intends to sell the security
and the market value of the security is less than the amount of foreign currency
that the Fund is obligated to deliver. Conversely, it may be necessary to sell
on the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency
that the Fund is obligated to deliver.
If a Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or loss (as described below) to the
extent that there has been a change in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward contract prices
decline during the period between the date the Fund enters into a forward
contract for the sale of the foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Fund will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
contracts prices increase, the Fund will suffer a loss to the extent that the
price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.
A Fund will not speculate in forward contracts and will limit its
transactions in such contracts to those described above. Of course, a Fund is
not required to enter into such transactions with respect to its portfolio
securities quoted or denominated in a foreign currency and will not do so unless
deemed appropriate by Wright. This method of protecting the value of a Fund's
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which the Fund can achieve at some future time. Additionally,
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, they also tend to limit any potential gain
which might be realized if the value of such currency increases.
A Fund's foreign currency transactions may be limited by the requirements
of Subchapter M of the Code for qualification as a regulated investment company.
Investment Restrictions
Each Fund may establish an investment reserve in cash (including foreign
currency) or cash equivalent securities (high quality short-term fixed income
debt securities) whenever such reserve is deemed to be in the best interests of
the shareholders for any reason, including Wright's expectation of a decline in
the equity markets in which the Fund is permitted to invest. Under normal market
conditions, such reserves will be no more than approximately 20% of a Fund's net
assets. Accordingly, each Fund will have at least 80% of its net assets invested
in equity securities during normal market conditions. With respect to
Belgium/Luxembourg, Hong Kong/China, Japan, Netherlands and Nordic Funds, the
policy stated in the preceding sentence is fundamental and may be changed only
by the vote of a majority of a Fund's outstanding voting securities. A greater
reserve position may, however, be established temporarily if Wright believes
that this would be advisable in view of what it considers to be extraordinary
economic and stock market conditions. See "Special Investment Considerations -
Temporary Defensive Investments" in the Prospectus for a discussion of when the
Funds may take a temporary defensive position.
<PAGE>
The following investment restrictions have been adopted by each Fund and
may be changed as to a Fund only by the vote of a majority of the affected
Fund's outstanding voting securities, which means the lesser of (a) 67% of the
shares of the Fund if the holders of more than 50% of the shares are present or
represented at the meeting or (b) more than 50% of the shares of the Fund. If a
percentage restriction contained herein is adhered to at the time of investment,
a later increase or decrease in the percentage resulting from a change in the
value of portfolio securities or the amount of net assets will not be considered
a violation of any of the following restrictions. As a matter of fundamental
investment policy, each Fund may not:
(The following fundamental investment restrictions apply only to
Belgium/Luxembourg, Hong Kong/China, Japan, Netherlands and Nordic.)
(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);
(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, 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;
(6) Buy or sell 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% 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;
<PAGE>
(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 principal underwriter,
portfolio securities of the Fund;
(11) Purchase or retain securities of other open-end investment
companies, except when such purchases are part of a merger,
consolidation, reorganization or assets acquisition;
(12) Acquire real estate but it may 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) securities secured by real estate or interests
therein; 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.
For the purpose of investment restrictions (1), (2) and (5), the
arrangements (including escrow, margin and collateral arrangements) made by any
such Fund with respect to its transactions in currency options, options on
securities and forward foreign currency exchange contracts shall not be
considered to be (i) a borrowing of money or the issuance of securities
(including senior securities) by that Fund, (ii) a pledge of its assets, (iii)
the purchase of a security on margin or (iv) a short sale or position.
(The following fundamental investment restrictions apply only to Mexico.)
(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);
(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 or sell 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% 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;
<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.
For the purpose of fundamental investment restrictions (1) and (2) above
and nonfundamental investment restriction (h) below, the arrangements (including
escrow, margin and collateral arrangements) made by a Fund with respect to its
transactions in currency options, options on securities and forward foreign
currency exchange contracts shall not be considered to be (i) a borrowing of
money or the issuance of securities (including senior securities) by that Fund,
(ii) a pledge of its assets, (iii) the purchase of a security on margin or (iv)
a short sale or position.
The following are nonfundamental policies of each Fund which may be changed
by the Trustees without shareholder approval. The Funds have no current
intention of borrowing for leverage purposes, making securities loans or
engaging in short sales. The Funds have no current intention of investing more
than 5% of net assets in Rule 144A securities. Prior to engaging in such
activities, the Funds will amend their Prospectus to disclose the intention to
do so. No Fund will:
(a) Purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development
programs;
(b) Invest more than 5% of its total assets in the securities of
issuers which, together with their predecessors, have a record of
less than three years' continuous operation;
(c) Purchase securities issued by any other investment company, except
by purchase in the open market where no commission or profit to
sponsor or dealer results from such purchase, other than the
customary broker's commission, or except where such purchase,
although not made on the open market, is part of a plan of merger
or consolidation. Subject to the preceding sentence, a Fund may
invest in other investment companies to the full extent allowed by
the 1940 Act. Under the 1940 Act, a Fund may not acquire more than
3% of the outstanding voting securities of another investment
company, invest more than 5% of its assets in any single
investment company or invest more than 10% of its assets in other
investment companies as a group;
(d) Enter into an agreement to purchase securities while its borrowings
exceed 5% of its total assets;
(e) Invest (1) more than 15% of its net assets in illiquid
investments, including repurchase agreements maturing in more than
seven days, securities that are not readily marketable and
restricted securities not eligible for resale pursuant to Rule
144A under the Securities Act of 1933 (the "1933 Act"); (2) more
than 10% of its net assets in restricted securities, excluding
securities eligible for resale pursuant to Rule 144A or foreign
securities which are offered or sold outside the United States in
accordance with Regulation S under the 1933 Act; or (3) more than
15% of its net assets in restricted securities (including those
eligible for resale under Rule 144A);
(f) Invest more than 10% of its total assets in shares of real estate
investment trusts that are not readily marketable or invest in
real estate limited partnerships;
(In addition, the following nonfundamental investment restrictions apply only to
Mexico.)
(g) 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;
<PAGE>
(h) Purchase securities on margin or make short sales except short
sales against the box or purchase warrants; or
(i) Purchase from or sell to any of its Trustees or officers, its
investment adviser, its administrator, its principal underwriter,
if any, or the officers or directors of said investment adviser,
administrator, and principal underwriter, portfolio securities of
the Fund.
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those Trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary,
Boston Management and Research ("BMR"), Eaton Vance's parent, Eaton Vance Corp.
("EVC") or of Eaton Vance's trustee, Eaton Vance, Inc. ("EV") by virtue of their
affiliation with either the Funds, Wright, Winthrop, Eaton Vance, BMR, EVC, or
EV, are indicated by an asterisk (*).
PETER M. DONOVAN (55), President and Trustee*
President, Chief Executive Officer and Director of Wright and Winthrop; Vice
President, Treasurer and a Director of Wright Investors' Service Distributors,
Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, Jr. (71), Vice President, Secretary and Trustee*
Retired Vice President, Chairman of the Management Committee and Chief Legal
Officer of Eaton Vance, EVC, BMR and EV and a Director of EVC and EV; Director
of Wright and Winthrop since February, 1997.
Address: 92 Reservoir Avenue, Chestnut Hill, MA 02167
JUDITH R. CORCHARD (59), Vice President and Trustee*
Executive Vice President, Senior Investment Officer, Chairman of the
Investment Committee and Director of Wright and Winthrop. Ms.
Corchard was appointed a Trustee of the Trust on December 10, 1997.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
A.M. MOODY III (61), Vice President & Trustee*
Senior Vice President, Wright and Winthrop; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
WINTHROP S. EMMET (87), Trustee
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (74), Trustee
President Emeritus, University of Bridgeport (1987-present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: 332 North Cedar Road, Fairfield, CT 06430
LLOYD F. PIERCE (79), Trustee
Retired Vice Chairman (prior to 1984-President), People's Bank, Bridgeport, CT;
Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of Directors,
Southern Connecticut Gas Company; Chairman, Board of Directors, COSINE.
Address: 140 Snow Goose Court, Daytona Beach, FL 32119
RICHARD E. TABER (49), Trustee
Chairman and Chief Executive Officer of First County Bank, Stamford, CT
(1989-present). Mr. Taber was appointed as a Trustee of the Trust on March
18, 1997.
Address: 117 Prospect Street, Stamford, CT 06901
RAYMOND VAN HOUTTE (73), Trustee
President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca,
NY (since January 1989); President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
(1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaporated
Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
<PAGE>
JAMES L. O'CONNOR (53), Treasurer
Vice President, Eaton Vance, BMR and EV. Officer of various investmen
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (62), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (35), Assistant Secretary
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant
Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (40), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993. Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was
elected Assistant Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (46), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr.
Austin was elected Assistant Treasurer of the Trust on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
All of the Trustees and officers hold identical positions with The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust, Catholic Values Investment Trust and The Wright Blue Chip
Master Portfolio Trust. The fees and expenses of those Trustees (Messrs. Miles,
Emmet, Pierce, Taber and Van Houtte) who are not "interested persons" of the
Trust and of Mr. Brigham are paid by the Funds and the other series of the
Trust. They also receive additional payments from other investment companies for
which Wright provides investment advisory services. The Trustees who are
employees of Wright receive no compensation from the Trust. The Trust does not
have a retirement plan for its Trustees. For Trustee compensation from the Trust
for the fiscal year ended December 31, 1997 and for the total compensation paid
to the Trustees from the Wright Fund complex for the fiscal year ended December
31, 1997, see the following table.
<TABLE>
<CAPTION>
COMPENSATION TABLE
Registrant - The Wright EquiFund Equity Trust
Aggregate Compensation Pension Estimated Total
From The Wright Benefits Annual Compensation
Trustees EquiFund Equity Trust Accrued Benefits Paid(1)
<S> <C> <C> <C> <C>
H. Day Brigham, Jr. $1,250 None None $6,000
Winthrop S. Emmet $1,500 None None $7,000
Leland Miles $1,500 None None $6,250
Lloyd F. Pierce $1,500 None None $7,000
Richard E. Taber $1,000 None None $5,000
Raymond Van Houtte $1,500 None None $7,000
<FN>
(1) Total compensation paid is from the The Wright EquiFund Equity Trust
(10 Funds) and the other funds in the Wright Fund
complex (14 funds) for a total of 24 Funds as of December 31, 1997.
</FN>
</TABLE>
<PAGE>
Messrs. Miles, Emmet, Pierce and Van Houtte are members of the Special
Nominating Committee of the Trustees of the Trust. The Special Nominating
Committee's function is selecting and nominating individuals to fill vacancies,
as and when they occur, in the ranks of those Trustees who are not "interested
persons" of the Trust, Eaton Vance, Wright or Winthrop. The Trust does not have
a designated audit committee, since the full board performs the functions of
such committee.
The Trust's board of trustees has established an Independent Trustees'
Committee consisting of all of the Independent Trustees who are Messrs. Emmet,
Miles, Pierce (Chairman), Taber and Van Houtte. The responsibilities of the
Independent Trustees' Committee include those of an audit committee of the
financial governance of the Trust, a nominating committee for additional or
replacement trustees of the Trust and a contract review committee for
consideration of renewals or changes in the investment advisory agreements,
distribution agreements and distribution plans and other agreements as
appropriate.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SHARES
As of March 31, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of any Fund that
was then offering its shares to the public.
As of the same date, the following shareholders were record holders of the
following percentages of the outstanding shares of the Funds that were then
offering shares to the public:
<TABLE>
<CAPTION>
PERCENT OF OUTSTANDING SHARES OWNED
Belgium/ Hong Kong/ Nether-
NAME AND ADDRESS Luxembourg China Japan Mexico lands Nordic
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FSC FEBO 7.9%
Scott Lee Winar
842 Gardener Rd.
Rockledge, FL 32955
- --------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc. 44.7% 55.1% 64.4% 43.2% 46.4% 50.3%
Attn: Mutual Funds, 101 Montgomery St.
San Francisco, CA 94104
</TABLE>
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
The Funds have engaged The Winthrop Corporation ("Winthrop"), to act as
their investment adviser pursuant to Investment Advisory Contracts. Pursuant to
a service agreement effective February 1, 1996 between Winthrop and its
wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright,
acting under the general supervision of the Trust's Trustees, furnishes the
Funds with investment advice and management services. Winthrop supervises
Wright's performance of this function and retains its contractual obligations
under its Investment Advisory Contracts with the Funds. The estate of John
Winthrop Wright may be considered a controlling person of Winthrop and Wright by
reason of its ownership of 29% of the outstanding shares of Winthrop. The
Trustees of the Trust are responsible for the general oversight of the conduct
of the Funds' business.
Pursuant to the Investment Advisory Contracts, Wright will carry out the
investment and reinvestment of the assets of the Funds, will furnish
continuously an investment program with respect to the Funds, will determine
which securities should be purchased, sold or exchanged, and will implement such
determinations. Wright will furnish to the Funds investment advice and
management services, office space, equipment and clerical personnel, and
investment advisory, statistical and research facilities. In addition, Wright
has arranged for certain members of the Eaton Vance and Wright organizations to
serve without salary as officers or Trustees of the Trust. In return for these
services, each Fund is obligated to
<PAGE>
pay a monthly advisory fee calculated at the rates set forth in the Funds'
current Prospectus. Effective February 1, 1996, Winthrop will cause the Funds to
pay to Wright the entire amount of the advisory fee payable by each Fund under
its Investment Advisory Contract with Winthrop.
It should be noted that, in addition to compensating Wright for its
advisory services to the Funds, the advisory fee is intended to partially
compensate Wright for the maintenance of the Indices which form the basis for
the selection of securities for the Funds. Other mutual funds and accounts
advised by Wright may use the Indices as may other entities not affiliated with
Wright.
The following table sets forth the net assets of each Fund as at December
31, 1997 and the advisory fee earned from each such Fund during the fiscal years
ended December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Aggregate Fee Earned for Fee Earned for Fee Earned for
Net Assets Fiscal Year Fiscal Yeaer Fiscal Year
FUNDS at 12/31/97 Ended 12/31/97 Ended 12/31/96 Ended 12/31/95
<S> <C> <C> <C> <C>
Belgium/Luxembourg $1,520,303 $ 48,012(e) $131,163 $103,043
Hong Kong/China 6,957,553 97,167 210,176 241,428
Japan 3,807,158 79,721 144,668 120,678
Mexico 28,468,125 229,596 231,258 167,535
Netherlands 12,974,852 92,173 52,195(c) 49,092(a)
Nordic 2,640,390 33,550(f) 37,679(d) 27,207(b)
</TABLE>
(a): To enhance the net income of the Netherlands Fund, Winthrop made a
reduction of its fee in the amount of $2,868; (b): To enhance the net income of
the Nordic Fund, Winthrop made a reduction of its fee in the amount of $17,776
and was allocated $13,004 of expenses related to the operation of the Fund; (c)
To enhance the net income of the Netherlands Fund, Wright made a reduction of
its fee in the amount of $4,216 and was allocated $1,925 of expenses related to
the operation of the Fund; (d): To enhance the net income of the Nordic Fund,
Wright made a reduction of its fee in the amount of $14,494 and was allocated
$1,725 of expenses related to the operation of the Fund; (e): To enhance the net
income of the Belgium/Luxembourg Fund, Wright made a reduction of its fee in the
amount of $4,318 and was allocated $21,500 of expenses related to the operation
of the Fund; and (f): To enhance the net income of the Nordic Fund, Wright made
a reduction of its fee in the amount of $21,515 and was allocated $12,182 of
expenses related to the operation of the Fund.
The Trust has engaged Eaton Vance to act as the administrator for each Fund
pursuant to an Administration Agreement. For its services under the
Administration Agreement, Eaton Vance is entitled to receive a monthly
administration fee from each Fund at the annual rates set forth in the Funds'
current Prospectus. The following table sets forth the administration fees
earned (and applicable reductions) from each Fund for the fiscal years ended
December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Fee Earned for the Fee Earned for the Fee Earned for the
Fiscal Year Fiscal Year Fiscal Yeaer
FUNDS Ended 12/31/97 Ended 12/31/96 Ended 12/31/95
<S> <C> <C> <C>
Belgium/Luxembourg $ 6,402 $17,488 $13,739
Hong Kong/China 12,954 28,023 32,190
Japan 10,629 19,289 16,090
Mexico 30,613 30,835 22,338
Netherlands 12,289 6,959 6,544
Nordic 4,474 5,024 3,628
</TABLE>
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland,
Jr. The Directors of EVC consist of the same persons and John G. L. Cabot, John
M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. Mr. Hawkes is chairman,
president and chief executive officer and Mr. Gardner is vice chairman of EVC,
Eaton Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance
and EV are owned by EVC. All of the issued and outstanding shares of BMR are
<PAGE>
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Gardner, Hawkes and Rowland and Alan R. Dynner, Thomas E. Faust, Jr., William M.
Steul and Wharton P. Whitaker. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers of
Eaton Vance and BMR who are also officers or officers and Directors of EVC and
EV. As of March 31, 1998, Messrs. Gardner and Hawkes each owned 24% of such
voting trust receipts, Messrs. Rowland and Faust owned 15% and 13%,
respectively, and Messrs. Dynner, Steul and Whitaker owned 8% of such voting
trust receipts. Messrs. Austin, Murphy, O'Connor and Woodbury and Ms. Sanders,
who are officers of the Trust, are also members of the Eaton Vance, BMR and EV
organizations. Eaton Vance will receive the fees paid under the Administration
Agreement.
Eaton Vance owns all the stock of Northeast Properties, Inc., which is
engaged in real estate investment. EVC owns all the stock of Fulcrum Management,
Inc. and MinVen, Inc., which are engaged in precious metal mining venture
investment and management. EVC, Eaton Vance, BMR and EV may also enter into
other businesses.
Each Fund will be responsible for all expenses relating to its operations
and not designated as expenses of Wright under the Investment Advisory Contracts
or of Eaton Vance under the Administration Agreement, including, without
limitation, the fees and expenses of its custodian and transfer agent, including
those incurred for determining each Fund's net asset value and keeping each
Fund's books; the cost of share certificates; membership dues in investment
company organizations; brokerage commissions and fees; fees and expenses of
registering its shares; expenses of reports to shareholders, proxy statements
and other expenses of shareholders' meetings; insurance premiums; printing and
mailing expenses; interest, taxes and corporate fees; legal and accounting
expenses; expenses of Trustees not affiliated with Eaton Vance or Wright;
distribution expenses incurred pursuant to the Trust's distribution plan; and
investment advisory and administration fees. Each Fund will also bear expenses
incurred in connection with litigation in which the Trust is a party and the
legal obligation the Trust may have to indemnify its officers and Trustees with
respect thereto.
The Investment Advisory Contracts of all the Funds and the Administration
Agreement of all the Funds will remain in effect until February 28, 1999. The
Funds' Investment Advisory Contracts may be continued with respect to each Fund
from year to year thereafter so long as such continuance after February 28,
1999, as the case may be, is approved at least annually (i) by the vote of a
majority of the Trustees who are not "interested persons" of the Trust, Eaton
Vance or Wright cast in person at a meeting specifically called for the purpose
of voting on such approval and (ii) by the Board of Trustees of the Trust or by
vote of a majority of the shareholders of that Fund. The Investment Advisory
Contracts and Administration Agreement may be terminated as to a Fund at any
time without penalty on sixty (60) days' written notice by the Board of Trustees
or Directors of either party, or by vote of the majority of the outstanding
shares of that Fund, and each agreement will terminate automatically in the
event of its assignment. Each agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties to the Trust under such agreement on the part of Eaton
Vance or Wright. Eaton Vance or Wright will not be liable to the Trust for any
loss incurred.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA
02116, acts as custodian for the Funds. IBT has the custody of all cash and
securities of the Funds, maintains the Funds' general ledgers and computes the
daily net asset value per share. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Funds' investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Funds.
<PAGE>
The Funds will employ foreign sub-custodians, the selection of which are
subject to annual review and approval by the Trustees in accordance with Rule
17f-5 under the 1940 Act.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, are the
Trust's independent certified public accountants, providing audit services, tax
return preparation, and assistance and consultation with respect to the
preparation of filings with the Securities and Exchange Commission and
preparation of the Funds' federal and state tax returns.
BROKERAGE ALLOCATION
Purchases and sales of securities on a securities exchange are effected by
brokers, and the Funds pay a brokerage commission for this service. In
transactions on stock exchanges in the United States, these commissions are
negotiated, whereas on many foreign stock exchanges the commissions are fixed.
In the over-the-counter market, securities are normally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the securities usually includes a profit to
the dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
Wright places the portfolio security transactions for each Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments and other clients. Wright seeks to execute portfolio security
transactions on the most favorable terms and in the most effective manner
possible. In seeking best execution, Wright will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various
relevant factors, including without limitation the size and type of the
transaction, the nature and character of the markets for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, experience and financial condition of the
broker-dealer and the value and quality of service rendered by the broker-dealer
in other transactions, and the reasonableness of the brokerage commission or
markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Funds may give consideration to those firms
which supply brokerage and research services, quotations and statistical and
other information to Wright for their use in servicing their accounts. Such
brokers may include firms which purchase investment services from Wright. The
term "brokerage and research services" includes advice as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). Such services and information may be
useful and of value to Wright in servicing advisory clients other than the Fund
which paid the brokerage commissions and the other Funds. The services and
information furnished by a particular firm may not necessarily be used in
connection with the Funds or the Fund which paid brokerage commissions to such
firm. The advisory fee paid by the Funds to Wright is not reduced as a
consequence of Wright's receipt of such services and information. While such
services and information are not expected to reduce Wright's normal research
activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if Wright
should attempt to develop comparable services and information through its own
staff.
<PAGE>
Subject to the requirement that Wright shall use its best efforts to seek
to execute each Fund's portfolio security transactions at advantageous prices
and at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom a Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Funds or of other investment companies
sponsored by Wright. This policy is consistent with a rule of the National
Association of Securities Dealers, Inc., which rule provides that no firm which
is a member of the Association shall favor or disfavor the distribution of
shares of any particular investment company or group of investment companies on
the basis of brokerage commissions received or expected by such firm from any
source.
Under the Funds' Investment Advisory Contracts, Wright has the authority to
pay commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met.
The Funds' Investment Advisory Contracts expressly recognize the practices
which are provided for in Section 28(e) of the Securities Exchange Act of 1934
by authorizing the selection of a broker or dealer which charges a Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
If purchases or sales of securities of the Funds and one or more other
investment companies or clients supervised by Wright are considered at or about
the same time, transactions in such securities will be allocated among the
several investment companies and clients in a manner deemed equitable to all by
Wright, taking into account the respective sizes of the Funds, and the amount of
securities to be purchased or sold. It is recognized that it is possible that in
some cases this procedure could have a detrimental effect on the price or volume
of the security so far as the Funds are concerned. However, in other cases it is
possible that the ability to participate in volume transactions and to negotiate
lower brokerage commissions will be beneficial to the Funds.
During the fiscal years ended December 31, 1997, 1996 and 1995, the Funds
paid the following amounts on brokerage commissions:
1997 1996 1995
----------------------------------------
Belgium/Luxembourg....... $ 61,541 $ 39,647 $ 65,469
Hong Kong/China ......... 94,968 151,639 366,376
Japan.................... 164,620 135,292 270,491
Mexico................... 204,815 88,719 112,927
Netherlands.............. 32,190 62,798 57,747
Nordic................... 25,138 34,683 51,359
PRINCIPAL UNDERWRITER
The Trust has adopted a Distribution Plan (the "Plan") as described in the
Prospectus on behalf of the Funds in accordance with Rule 12b-1 under the 1940
Act and the Rules of the NASD.
The Trust has entered into a distribution contract on behalf of the Funds
with WISDI, providing for WISDI to act as a separate distributor of each Fund's
shares.
Under the Plan, the President or Vice President of the Trust shall provide
to the Trustees for their review, and the Trustees shall review at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
The Plan was approved by the Trustees on June 16, 1993. Under its terms,
the Plan remains in effect from year to year, provided such continuance is
approved annually by a vote of its Trustees, including a
<PAGE>
majority of the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the operation of the Plan.
The Plan may not be amended to increase materially the amount to be spent for
the services described therein as to a Fund without approval of a majority of
the outstanding voting securities of that Fund and all material amendments of
the Plan must also be approved by the Trustees of the Trust in the manner
described above. The Plan may be terminated at any time as to a Fund without
payment of any penalty by a vote of a majority of the Trustees of the Trust who
are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or by vote of a majority of the
outstanding voting securities of that Fund. So long as the Plan is in effect,
the selection and nomination of Trustees who are not interested persons of the
Trust shall be committed to the discretion of the Trustees who are not such
interested persons. The Trustees of the Trust have determined that in their
judgment there is a reasonable likelihood that the Plan will benefit the Funds
and their shareholders.
The following table shows the fee payable to WISDI under the Plans and the
amount of such fee actually paid by each Fund for the fiscal year ended December
31, 1997.
<TABLE>
<CAPTION>
Distribution Distribution Expenses Distribution Distribution Expenses
Expenses Reduced by the Expenses Paid as a % of Fund's
FUNDS Allowable Principal Underwriter Paid by Fund Average Net Asset Value
- ----- -------------- ------------------------ --------------- ------------------------
<S> <C> <C> <C> <C>
Belgium/Luxembourg $16,005 $ 1,492 $14,513 0.23%
Hong Kong/China 32,389 - 32,389 0.25%
Japan 26,574 - 26,574 0.25%
Mexico 76,532 - 76,532 0.25%
Netherlands 30,726 - 30,726 0.25%
Nordic 11,184 11,184 - 0.00%
</TABLE>
For the fiscal year ended December 31, 1997, it is estimated that WISDI
spent approximately the following amounts on behalf of the Funds:
Wright Investors' Service Distributors, Inc.
Financial Summaries for the Year 1997
<TABLE>
<CAPTION>
Printing & Mailing Travel & Commissions & Administration
FUNDS Promotional Prospectuses Entertainment Service Fees and Other TOTAL
<S> <C> <C> <C> <C> <C> <C>
Belgium/Luxembourg $ 4,144 $ 1,485 $ 827 $ 2,867 $ 5,190 $14,513
Hong Kong/China 9,248 3,315 1,845 6,399 11,582 32,389
Japan 7,588 2,720 1,513 5,250 9,503 26,574
Mexico 21,853 7,832 4,358 15,121 27,368 76,532
Netherlands 8,773 3,144 1,750 6,071 10,988 30,726
Nordic 0 0 0 0 0 0
</TABLE>
PERFORMANCE INFORMATION
The average annual total return of each Fund is determined for a specified
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (net asset
value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount. Total return for a
period of one year is equal to the actual return of the Fund during that period.
This calculation assumes that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period.
<PAGE>
The average annual total return will be calculated using the following
formula:
P (1 + T)n = ERV
where: P = A hypothetical initial payment of $1,000
T = Average annual total return
n = Number of years
ERV = Ending redeemable value of a hypothetical $1,000 payment at
the end of the period.
Each Fund's yield is computed by dividing its net investment income per
share earned during a recent thirty-day period by the product of the average
daily number of shares outstanding and entitled to receive dividends during the
period and the maximum offering price (net asset value) per share on the last
day of the period. The results are compounded on a bond equivalent (semi-annual)
basis and then they are annualized. Net investment income per share is equal to
the Fund's dividends and interest earned during the period, reduced by accrued
expenses for the period.
The yield earned by each Fund will be calculated using the following
formula:
6
YIELD = 2 [ ( a-b + 1) - 1 ]
---
cd
where: a = Dividends and interest earned during the period
b = Expenses accrued for the period (after reductions)
c = The average daily number of shares outstanding during the period
that were entitled to receive dividends
d = The maximum offering price (net asset value) per share on the
last day of the period.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic or foreign securities indices. A Fund's yield or total
return and comparisons with these indices may be used in advertisements and in
information furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. These may include rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis reflects the reinvestment of
dividends and capital gain distributions but does not take sales charges into
consideration and is prepared without regard to tax consequences.
The following table shows the average annual total return for the one year,
three year, five year and life of Fund (as applicable) for the periods ended
December 31, 1997:
<TABLE>
<CAPTION>
Inception
FUNDS One Year Three Years Five Years Life of Fund Date of Fund
----- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Belgium/Luxembourg(1) 11.4% 17.5% -- 14.1% 2/15/94
Hong Kong/China(2) (27.2%) (1.8%) 1.9% 4.8% 6/28/90
Japan (14.2%) (10.8%) -- (9.0%) 2/14/94
Mexico 42.4% 6.6% -- (5.1%) 8/02/94
Netherlands(3) 15.4% 23.2% 20.1% 10.8% 6/28/90
Nordic(4) 5.2% 18.5% -- 13.6% 2/14/94
<FN>
(1) If a portion of the Belgium/Luxembourg Fund's expenses had not been
subsidized for the year ended December 31, 1997, the Fund would have had lower
returns; (2) If a portion of the Hong Kong/China Fund's expenses had not been
subsidized for the four years ended December 31, 1993, the Fund would have had
lower returns; (3) If a portion of the Netherlands Fund's expenses had not been
subsidized for the two years ended December 31, 1996 and the four years ended
December 31, 1993, the Fund would have had lower returns; (4) If a portion of
the Nordic Fund's expenses had not been subsidized for the three years ended
December 31, 1997, the Fund would have had lower returns.
</FN>
</TABLE>
<PAGE>
TAXES
Among the requirements for qualification of each Fund as a regulated
investment company are the following: (1) at least 90% of the Fund's gross
income for the taxable year must be derived from interest, dividends, gains from
the sale or other disposition of stock or securities and certain other types of
income and (2) at the close of each quarter of its taxable year, (a) at least
50% of the value of the Fund's assets must be comprised of cash and cash items
(including receivables), U.S. Government securities, securities of other
regulated investment companies and other securities limited in respect of any
one issuer to not more than 5% of the value of the Fund's total (gross) assets
and not more than 10% of the voting securities of such issuer and (b) not more
than 25% of the value of its total (gross) assets may be invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies) or certain other issuers
controlled by the Fund. These requirements may limit a Fund's activities in
foreign currencies and foreign currency forward contracts to the extent gains
relating to such activities are considered not directly related to the Fund's
principal business of investing in securities or to the extent the sizes of such
positions are limited by these tax diversification requirements.
Each Fund's use of the accounting practice known as equalization may affect
the amount, timing and character of distributions to shareholders. Investment by
a Fund in a stock of a "passive foreign investment company" may cause the Fund
to recognize income prior to the receipt of distributions from such a company or
to become subject to tax upon the receipt of certain excess distributions from,
or upon disposition of its stock of, such a company, although an election may
generally be available for taxable years beginning after 1997 that would
ameliorate some of these adverse tax consequences.
A Fund's transactions in foreign currencies, foreign currency-denominated
debt securities, foreign currency forward contracts and receivables or payables
denominated in a foreign currency are subject to special tax rules under Section
988 of the Code which will generally cause gains and losses from these
transactions to be treated as ordinary income and losses. Certain positions held
by a Fund may be required to be "marked to market" (treated as if they were
closed out) on the last business day of each taxable year, and any constructive
sales of certain appreciated financial positions may also require the current
recognition of the gain in such positions. In addition, if certain of these
positions held by the Fund substantially diminish the Fund's risk of loss with
respect to securities or other positions in the Fund's portfolio, this
combination of positions may be treated as a straddle for tax purposes with the
possibility of deferral of losses and adjustments in the holding period of
securities or other positions held by the Fund.
In order to avoid federal excise tax, each Fund must distribute (or be
deemed to have distributed) by December 31 of each year at least 98% of its
ordinary income for such year, at least 98% of the excess of its realized
capital gains over its realized capital losses for the one-year period ending on
October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund paid no federal income tax.
Special tax rules apply to IRA and other retirement plan accounts
(including penalties on certain distributions and other transactions) and to
other special classes of investors, such as tax-exempt organizations, banks or
insurance companies. Investors should consult their tax advisers for more
information.
Redemptions (including exchanges) and other dispositions of Fund shares in
transactions that are treated as sales for tax purposes will generally result in
the recognition of taxable gain or loss by shareholders that are subject to tax.
Shareholders should consult their own tax advisers with reference to their
individual circumstances to determine whether any particular redemption,
exchange or other disposition of Fund shares is properly treated as a sale for
tax purposes, as this discussion assumes. Any loss realized upon the redemption,
exchange or other sale of shares of a Fund with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
distributions of long-term
<PAGE>
capital gains designated as capital gain dividends with respect to such
shares. All or a portion of a loss realized upon the redemption, exchange or
other sale of Fund shares maybe disallowed under "wash sale" rules to the extent
shares of the same Fund are purchased within the period beginning 30 days before
and ending 30 days after the date of such redemption, exchange or other sale.
Capital loss carryforwards will reduce the applicable Fund's taxable income
arising from future net realized capital gains, if any, to the extent they are
permitted to be used under the Code and applicable Treasury regulations prior to
their expiration dates, and thus will reduce the amounts of the future
distributions to shareholders that would otherwise be necessary in order to
relieve that Fund of liability for federal income tax.
As of December 31, 1997, the Funds, for federal income tax purposes, had
capital loss carryovers expiring as follows:
Dec. Hong Kong/China Mexico Japan
------------------------------------------------------------------------------
2002 - - -
2003 $165,578 $2,323,550 $1,460,778
2004 - - -
2005 - - $1,265,591
------------------------------------------------------------------------------
At December 31,1997, net capital losses of $297,432 for the Hong Kong/China
Fund; $184,705 for the Japan Fund; and $90,042 for the Mexico Fund attributable
to security transactions occurring after October 31, 1997 are treated as arising
on the first day of the Funds' next taxable year.
FINANCIAL STATEMENTS
The audited financial statements of, and the independent auditors' report
for the Funds, appear in the Funds' most recent annual report to shareholders,
and are incorporated by reference into this Statement of Additional Information.
A copy of the annual report is attached to this Statement of Additional
Information.
Registrant incorporated by reference the audited financial information for
the Funds for the fiscal year ended December 31, 1997 as previously filed
electronically with the Securities and Exchange Commission (Accession Number
0000715165-98-000006).
<PAGE>
APPENDIX A
================================
MAJOR ECONOMIC AND FINANCIAL INDICATORS
OF THE NATIONS IN WHICH THE FUNDS MAY INVEST
The following information supplements and should be used in
connection with the section of the Funds' Prospectus entitled
"Appendix -- Information Concerning The Nations In Which The
Funds May Invest."
<PAGE>
MAJOR ECONOMIC AND FINANCIAL INDICATORS*
<TABLE>
<CAPTION>
Avg. Annual Rates ending 1996
1996 1995 1994 1993 1992 2 Years 3 Years 5 Years
BELGIUM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross National Product:
Nominal 3.1% 3.4% 4.9% 2.4% 5.4% 3.4% 3.9% 3.9%
Real 1.5% 3.3% 2.2% -1.6% 1.8% 1.8% 2.0% 1.2%
Inflation(CPI) 2.1% 1.4% 2.4% 2.7% 2.4% 1.8% 2.0% 2.2%
Trade Balance (B.Franc mil) 8516 8729 6901 5780 3700 8990 8293 6872
Current Account Balance (B.Franc mil) 13999 14253 12569 11237 6650 14205 13660 11773
Interest Rates:
Short Term (T-Bills) 3.2% 4.8% 5.7% 8.2% 9.4% 4.0% 4.6% 6.3%
Long Term (Govt Bonds) 6.3% 7.3% 7.8% 7.2% 8.6% 6.8% 7.1% 7.4%
Exchange Rates US$/Franc 0.0312 0.0340 0.0314 0.0277 0.0301 0.0326 0.0322 0.0309
- -----------------------------------------------------------------------------------------------------------------------------
DENMARK
Gross Domestic Product:
Nominal 4.4% 4.5% 6.1% 2.2% 3.4% 4.5% 4.9% 4.1%
Real 2.4% 2.8% 4.4% 1.5% 0.2% 2.5% 3.1% 2.2%
Inflation (CPI) 2.2% 2.0% 2.0% 1.3% 2.1% 2.1% 2.1% 1.9%
Trade Balance (Kroner mil) 7532 6825 7469 7998 7204 7176 7264 7314
Current Account Balance (Kroner mil) 2865 1542 3158 4711 4268 2236 2554 3338
Interest Rates:
Short Term (Money Market rate) 4.0% 6.2% 6.3% 11.5% 11.4% 5.1% 5.5% 7.9%
Long Term (Govt Bonds) 6.0% 7.6% 7.4% 7.1% 9.5% 6.8% 7.0% 7.5%
Exchange Rates US$/Kroner 0.1682 0.1803 0.1644 0.1476 0.1598 0.1743 0.1710 0.1641
- -----------------------------------------------------------------------------------------------------------------------------
FINLAND
Gross Domestic Product:
Nominal 4.3% 7.0% 5.7% 1.2% -0.9% 5.7% 5.7% 3.4%
Real 3.7% 4.2% 4.4% -1.2% -3.6% 4.0% 4.1% 1.5%
Inflation (CPI) 0.6% 0.9% 1.1% 2.2% 2.6% 0.8% 0.9% 1.5%
Trade Balance (Markka mil) 11082 12367 7490 6261 3777 11714 10306 8191
Current Account Balance (Markka mil) 4787 5333 1273 -1123 -4945 4995 3754 1039
Interest Rates:
Short Term (Deposit rate) 2.4% 3.2% 3.3% 4.8% 7.5% 2.8% 2.9% 4.2%
Exchange Rates US$/Markka 0.2153 0.2294 0.2108 0.1729 0.1907 0.2224 0.2185 0.2038
- -------------------------------------------------------------------------------------------------------------------------------
HONG KONG
Gross Domestic Product:
Nominal 10.7% 6.5% 15.2% 14.0% 16.5% 14.6% 15.2% 14.3%
Real 5.0% NA NA NA NA NA NA NA
Inflation (CPI) 6.0% 8.6% 9.0% 6.5% -6.1% 7.7% 2.9% 7.0%
Trade Balance ($HK mil) NA NA -9463 -1702 -4290 -5582 -5152 -4006
Current Account Balance ($HK mil) NA NA NA NA NA NA NA NA
Interest Rates: NA NA NA NA NA NA NA NA
Short Term (3 mo. Interbank) 4.5% 5.6% NA NA NA NA NA NA
Exchange Rates US$/HK$ 0.1293 0.1293 0.1292 0.1295 0.1291 12.94% 12.93% 12.89%
- ---------------------------------------------------------------------------------------------------------------------------------
JAPAN
Gross National Product:
Nominal 0.1% 2.4% 0.7% 0.6% 2.6% 2.2% 1.7% 1.8%
Real 0.9% 0.5% 0.1% 1.1% 2.5% 1.9% 1.4%
Inflation (CPI) 3.6% -0.1% 0.7% 1.2% 1.7% 0.0% 0.3% 0.7%
Trade Balance (Yen bil) 477931 132 144 140 125 108 120 125
Current Account Balance (Yen bil) 107 111 131 132 112 88 102 110
Interest Rates:
Short Term (Deposit rate) 8356.0% 0.9% 1.7% 2.1% 3.4% 0.6% 1.0% 1.7%
Long Term (Govt Bonds) 6588.0% 2.5% 3.7% 3.7% 4.9% 2.4% 2.8% 3.4%
Exchange Rates US$/Japanese(Y) 0.0030 0.0097 0.0100 0.0089 0.0080 0.0092 0.0095 0.0091
- -------------------------------------------------------------------------------------------------------------------------------
MEXICO
Gross Domestic Product:
Nominal 38.2% 25.9% 13.3% 21.4% 18.0% 33.7% 26.5% 23.7%
Real 5.1% -6.2% 4.5% 2.0% 3.6% -0.7% 1.0% 1.7%
Inflation (CPI) 34.4% 35.0% 6.9% 9.7% 15.5% 34.7% 24.7% 19.7%
Trade Balance (Pesos bil) 6531 7089 -18467 -13481 -15934 6810 -1615 -6852
Current Account Balance (Pesos bil) -1923 -654 -29418 -23400 -24442 -1750 -11054 -16201
Interest Rates:
Short Term (T-Bills) 31.4% 48.4% 14.1% 15.0% 15.6% 39.9% 31.3% 24.9%
Exchange Rates US$/Peso 0.1274 0.1308 0.1878 0.3220 0.3210 0.1291 0.1487 0.2178
- --------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS
Gross National Product:
Nominal 4.3% 4.3% 5.1% 2.3% 4.4% 4.3% 4.6% 4.1%
Real 3.5% 2.3% 2.6% 0.3% 2.0% 2.9% 2.8% 2.2%
Inflation (CPI) 2.1% 2.0% 2.7% 2.6% 3.2% 2.0% 2.3% 2.5%
Trade Balance (Guilders mil) 21777 20979 18780 16901 12306 21940 20855 1835
Current Account Balance (Guilders mil) 25258 17848 17913 13507 7339 24755 22499 17689
Interest Rates:
Short Term (Deposit Rate) 3.5% 4.4% 4.7% 3.1% 3.2% 4.0% 4.2% 3.8%
Long Term (Govt Bonds) 6.5% 7.2% 7.2% 6.5% 8.1% 6.8% 7.0% 7.1%
Exchange Rates US$/Guilders 0.5735 0.6233 0.5763 0.5152 0.5512 0.5984 0.5910 0.5679
- -----------------------------------------------------------------------------------------------------------------------------
NORWAY
Gross Domestic Product:
Nominal 9.6% 6.5% 5.6% 5.0% 2.8% 8.3% 7.3% 5.9%
Real 5.3% 3.3% 9.2% -1.1% 3.3% 4.4% 4.8% 4.1%
Inflation (CPI) 1.2% 2.5% 1.5% 2.3% 2.3% 1.8% 1.7% 2.0
Trade Balance (Kroner mil) 13915 +E190 8321 7995 9303 11363 10073 9503
Current Account Balance (Kroner mil) 11246 +E191 3645 2152 2982 8035 6559 4962
Interest Rates:
Short Term (Deposit rate) 4.2% 5.0% 5.2% 5.5% 10.7% 4.6% 4.8% 6.1%
Long Term (Govt Bond) 5.9% 6.8% 7.1% 6.5% 9.8% 6.4% 6.6% 7.2%
Exchange Rates US$/Kroner 0.1552 0.1583 0.1479 0.1330 0.1444 0.1567 0.1538 0.1478
- -------------------------------------------------------------------------------------------------------------------------------
<PAGE>
SWEDEN
Gross Domestic Product:
Nominal 2.3% 7.2% 5.5% 0.3% -0.4% 5.0% 5.3% 3.1%
Real NA 3.0% 2.6% -2.2% -1.4% NA NA NA
Inflation (CPI) 0.0% 2.5% 2.6% 4.5% 2.8% 1.2% 1.7% 2.4%
Trade Balance (Kronor mil) 18636 15973 9561 7548 6720 17307 14724 11688
Current Account Balance (Kronor mil) 5892 4633 807 -4161 -8829 5416 3858 -282
Interest Rates:
Short Term (T-Bills) 5.8% 8.8% 7.4% 8.4% 12.9% 7.3% 7.3% 8.6%
Long Term (Govt Bonds) +D253 +E253 9.4% 8.5% 10.0% NA NA NA
Exchange Rates US$/Kronor 0.1455 0.1502 0.1340 0.1204 0.1420 0.1479 0.1433 0.1384
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
Note: * Information is obtained primarily from the International Monetary Fund and is believed reliable, but accuracy and
completeness are not guaranteed.
</FN>
</TABLE>
<PAGE>
PART B
Information Required in a Statement of Additional Information
STATEMENT OF
ADDITIONAL INFORMATION
May 1, 1998
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund - Country Strategy
24 Federal Street
Boston, Massachusetts 02110
Table of Contents
-------------------
Additional Information about the Trust............. 2
Additional Investment Information.................. 2
Officers and Trustees.............................. 8
Control Persons and Principal Holders of Shares.... 10
Investment Advisory and Administrative Services.... 10
Custodian.......................................... 12
Independent Certified Public Accountants........... 12
Brokerage Allocation............................... 12
Principal Underwriter.............................. 14
Taxes.............................................. 15
Financial Statements............................... 16
This Statement of Additional Information is NOT a prospectus and is authorized
for distribution to prospective investors only if preceded or accompanied by the
current Prospectus of the Fund dated May 1, 1998, as supplemented from time to
time, which is incorporated herein by reference. A copy of the Prospectus may be
obtained without charge from Wright Investors' Service Distributors, Inc., 1000
Lafayette Boulevard, Bridgeport, Connecticut 06604 (Telephone: (800) 888-9471).
<PAGE>
ADDITIONAL INFORMATION ABOUT THE TRUST
Unless otherwise defined herein, capitalized terms have the meaning given
to them in the Prospectus.
The Trust's Declaration of Trust may be amended with the affirmative vote
of a majority of the outstanding shares of the Trust or, if the interests of the
Wright EquiFund - Country Strategy (the "Fund") are affected, a majority of the
Fund's outstanding shares. The Trust may be terminated (i) upon the sale of the
Trust's assets to another open-end management investment company, if approved by
the holders of two-thirds of the outstanding shares of the Trust, except that if
the Trustees of the Trust recommend such sale of assets, the approval by the
vote of a majority of the Trust's outstanding shares will be sufficient; or (ii)
upon liquidation and distribution of the assets of the Trust, if approved by a
majority of its Trustees or by the vote of a majority of the Trust's outstanding
shares. If not so terminated, the Trust may continue indefinitely.
The Trust's Declaration of Trust further provides that the Trust's Trustees
will not be liable for errors of judgment or mistakes of fact or law; however,
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Trust's Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The Investment Adviser does not consider this risk to be material.
ADDITIONAL INVESTMENT INFORMATION
In selecting securities for the Indices and for inclusion in the portfolio
of the Fund, Wright utilizes its international database, which includes
WORLDSCOPE(R). WORLDSCOPE(R) provides more than 1,500 items of information on
more than 17,700 companies worldwide. Additional information about the
composition of the Indices may be obtained without charge from Wright Investors'
Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, CT 06604
(800-888-9471). Except for the United States, Wright utilizes the services of
major financial institutions that are located in the nations in which the Fund
is permitted to invest to supply Wright with research products and services
including reports on particular industries and companies, economic surveys and
analyses of the investment environment and trends in a particular nation,
recommendations as to whether specific securities should be included in an Index
and other assistance in the performance of its decision-making responsibilities.
Currently, Wright expects to utilize several major international banks in the
above-mentioned capacity. The Indices are adjusted as necessary to reflect
recent events. A detailed explanation of the objective criteria used in the
selection process is as follows.
To be selected for an Index, a company must have:
1. Five years of earnings data (17 quarters of 12-month earnings). To
be selected, a company's trailing 12-month earnings during the
last four quarters or during the last three reported years
cumulatively must be positive.
2. Five years of dividend information or positive verification
that a company did not declare a dividend (20 quarters of
quarterly dividend information).
<PAGE>
3. Three years of price information (12 quarters of quarterly
prices). To be selected, a company generally must have market
value (number of shares times price) equal to or greater than $20
million. Once a company is selected, its market value must be less
than $15 million for the company's securities to be removed from
the relevant Index.
4. Book value information for the past five years (20 quarters). To
be selected, book value must be equal to or greater than $20
million. Once a company is selected, its book value must be less
than $15 million for the company's securities to be removed from
the relevant Index.
5. Industry group information. Companies that are closed-end
investment companies, real estate investment trusts or non-bank
securities brokers or dealers will not be included.
Acquired companies may continue to be included in the relevant Index up to
their acquisition date.
Description of Investments
The Fund will, under normal market conditions, invest substantially all,
but at least 80%, of its total assets in equity and equity-related securities,
including common stocks, preferred stocks, rights, warrants and securities
convertible into stock. The Fund may invest up to 20% of its net assets in U.S.
Government securities, repurchase agreements, certificates of deposit, bankers'
acceptances, fixed time deposits, commercial paper, finance company paper, and
other short-term debt securities. Pending investment of cash proceeds from new
sales of Fund shares, to meet ordinary daily cash needs or for temporary
defensive purposes, the Fund may hold cash or invest substantially all of its
assets in short-term debt securities.
U.S. Government, Agency and Instrumentality Securities - U.S. Government
securities are issued by the U.S. Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
Repurchase Agreements - involve the purchase of U.S. Government securities
or of other high quality short-term debt obligations. At the same time the Fund
purchases the security it resells such security to the vendor which is a member
bank of the Federal Reserve System, a recognized securities dealer or any
foreign bank whose creditworthiness has been determined by Wright to be at least
equal to that of issuers of commercial paper rated within the two highest grades
assigned by Moody's or S&P, and is obligated to redeliver the security to the
vendor on an agreed-upon date in the future. A repurchase agreement with foreign
banks may be available with respect to government securities of the particular
foreign jurisdiction. The resale price is in excess of the purchase price and
reflects an agreed-upon market rate unrelated to the coupon rate on the
purchased security. Such transactions afford an opportunity for the Fund to earn
a return on cash which is only temporarily available. The Fund's risk is the
ability of the vendor to pay an agreed upon sum upon the delivery date, which
the Trust believes is limited to the difference between the market value of the
security and the repurchase price provided for in the repurchase agreement.
However, bankruptcy or insolvency proceedings affecting the vendor of the
security which is subject to the repurchase agreement, prior to the repurchase,
may result in a delay in the Fund being able to resell the security.
Certificates of Deposit - are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
Bankers' Acceptances - are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
<PAGE>
Fixed Time Deposits - are bank obligations payable at a stated maturity
date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn
on demand by the investor, but may be subject to early withdrawal penalties
which vary depending upon market conditions and the remaining maturity of the
obligation. There are no contractual restrictions on the right to transfer a
beneficial interest in a fixed time deposit to a third party, although there is
no market for such deposits.
Commercial Paper and Finance Company Paper - refers to promissory notes
issued by corporations in order to finance their short-term credit needs.
Restricted Securities - Securities that are not freely tradeable or which
are subject to restrictions on sale under the Securities Act of 1933 are
considered restricted. Such securities are illiquid and may be difficult to
properly value. The Fund's holdings of illiquid securities may not exceed 15% of
its net assets. Illiquid securities include securities legally restricted as to
resale. Securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 may, however, be treated as liquid by the Investment
Adviser pursuant to procedures adopted by the Trustees, which require
consideration of factors such as trading activity, availability of market
quotations and number of dealers willing to purchase the security. Moreover,
investments in Rule 144A securities may increase the level of fund illiquidity
to the extent qualified institutional buyers become uninterested in purchasing
such securities.
Convertible Securities - The Fund may from time to time invest up to 5% of
its total assets in debt securities and preferred stocks which are convertible
into, or carry the right to purchase, common stock or other equity securities.
The debt security or preferred stock may itself be convertible into or
exchangeable for equity securities, or the purchase right may be evidenced by
warrants attached to the security or acquired as part of a unit with the
security. Convertible securities may be purchased for their appreciation
potential when they yield more than the underlying securities at the time of
purchase or when they are considered to present less risk of principal loss than
the underlying securities. Generally speaking, the interest or dividend yield of
a convertible security is somewhat less than that of a non-convertible security
of similar quality issued by the same company.
Warrants and Rights - The Fund may purchase warrants and rights, but does
not intend to invest more than 5% of its net assets in warrants and rights
(other than those that have been acquired in units or attached to other
securities). Warrants and rights are options to purchase equity securities at a
specific price valid for a specific period of time. They do not represent
ownership of the securities, but only the right to buy them. The prices of
warrants and rights do not necessarily move parallel to the prices of the
underlying securities. Warrants and rights may become valueless if not sold or
exercised prior to their expiration.
Foreign Securities - The Fund may invest in foreign securities, and in
certificates of deposit, bankers' acceptances, fixed time deposits issued by
major foreign banks and foreign branches of United States banks, to any extent
deemed appropriate by Wright and consistent with the Fund's investment
objective. Investing in securities of foreign governments or securities issued
by companies whose principal business activities are outside the United States
may involve significant risks not associated with domestic investments. For
example, there is generally less publicly available information about foreign
companies, particularly those not subject to the disclosure and reporting
requirements of the U.S. securities laws. Foreign issuers are generally not
bound by uniform accounting, auditing and financial reporting requirements
comparable to those applicable to domestic issuers. Investments in foreign
securities also involve the risks of possible adverse changes in exchange
control regulations, expropriation or confiscatory taxation, limitation on
removal of funds or other assets of the Fund, political or financial instability
or diplomatic and other developments which could affect such investments.
Further, economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the U.S. To the extent investments
in foreign securities are denominated or quoted in currencies of foreign
countries, the Fund may be affected favorably or unfavorably by changes in
currency exchange rates and may incur costs in connection with conversion
between currencies.
<PAGE>
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located outside
the U.S. Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S. Securities of some foreign
issuers may be less liquid and more volatile than securities of comparable U.S.
companies (this is particularly true of issuers located in developing
countries). In addition, foreign brokerage commissions are generally higher than
commissions on securities traded in the U.S. and may be non-negotiable. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers and listed companies than in the U.S.
Foreign Currency Exchange Transactions - The Fund may engage in foreign
currency exchange transactions. Investments in securities of foreign governments
and companies whose principal business activities are located outside the United
States will frequently involve currencies of foreign countries. In addition,
assets of the Fund may temporarily be held in bank deposits in foreign
currencies during the completion of investment programs. Therefore, the value of
the Fund's assets, as measured in U.S. dollars, may be affected favorably or
unfavorably by changes in foreign currency exchange rates and exchange control
regulations. Although the Fund values its assets daily in U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market. The Fund will convert currency on a spot basis
from time to time and will incur costs in connection with such currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. The Fund does not intend to speculate in foreign
currency exchange rates.
As an alternative to spot transactions, the Fund may enter into contracts
to purchase or sell foreign currencies at a future date ("forward contracts"). A
forward contract involves an obligation to purchase or sell a specific currency
at a future date and price fixed by agreement between the parties at the time of
entering into the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. Although a forward contract generally involves no deposit
requirement and no commissions are charged at any stage for trades, the Fund
will maintain segregated accounts in connection with such transactions. The Fund
intends to enter into such contracts only on net terms.
The Fund may enter into forward contracts under two circumstances. First,
when the Fund enters into a contract for the purchase or sale of a security
quoted or denominated in a foreign currency, it may desire to "lock in" the
price of the security. This is accomplished by entering into a forward contract
for the purchase or sale, for a fixed amount of U.S. dollars, of the foreign
currency involved in the underlying security transaction ("transaction
hedging"). Such forward contract transactions will enable the Fund to protect
itself against a possible loss resulting from an adverse change in the
relationship between the different currencies during the period between the date
the security is purchased or sold and the date of payment for the security.
Second, when Wright believes that the currency of a particular foreign
country may suffer a decline, the Fund may enter into a forward contract to sell
the amount of foreign currency approximating the value of some or all of the
securities held by the Fund that are quoted or denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible. The future value of such
securities in foreign currencies will change as a consequence of fluctuations in
the market value of those securities between the date the forward contract is
entered into and the date it matures. The projection of currency exchange rates
and the implementation of a short-term hedging strategy are highly uncertain. As
an operating policy, the Fund does not intend to enter into forward contracts
for such hedging purposes on a regular or continuous basis. The Fund will also
not enter into such forward contracts or maintain a net exposure to such
contracts if the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's securities or other assets
quoted or denominated in that currency.
<PAGE>
The Fund's custodian will place cash or liquid securities in a segregated
account. The amount of such segregated assets will be at least equal to the
value of the Fund's total assets committed to the consummation of forward
contracts involving the purchase of foreign currency. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of the Fund's commitments with respect to such
contracts.
The Fund generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Fund may elect
to sell the portfolio security and make delivery of the foreign currency.
Alternatively, the Fund may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an identical offsetting
contract from the same currency trader.
It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a forward contract. Accordingly, it may be
necessary for the Fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the Fund intends to sell the
security and the market value of the security is less than the amount of foreign
currency that the Fund is obligated to deliver. Conversely, it may be necessary
to sell on the spot market some of the foreign currency received upon the sale
of the portfolio security if its market value exceeds the amount of foreign
currency that the Fund is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or loss (as described below) to the
extent that there has been a change in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward contract prices
decline during the period between the date the Fund enters into a forward
contract for the sale of the foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Fund will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
contracts prices increase, the Fund will suffer a loss to the extent that the
price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.
The Fund will not speculate in forward contracts and will limit its
transactions in such contracts to the transactions described above. Of course,
the Fund is not required to enter into such transactions with respect to its
portfolio securities quoted or denominated in a foreign currency and will not do
so unless deemed appropriate by Wright. This method of protecting the value of
the Fund's securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which the Fund can achieve at some future time.
Additionally, although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, they also tend to limit any
potential gain which might be realized if the value of such currency increases.
The Fund's foreign currency and currency forward transactions may be
limited by the requirements of Subchapter M of the Code for qualification as a
regulated investment company.
Investment Restrictions
The Fund may establish an investment reserve in cash (including foreign
currency) or cash equivalent securities (high quality short-term fixed income
debt securities) whenever such reserve is deemed to be in the best interests of
the shareholders for any reason, including Wright's expectation of a decline in
the equity markets in which the Fund is permitted to invest. Under normal market
conditions, such reserves will be no more than approximately 20% of the Fund's
net assets. Accordingly, the Fund will have at least 80% of its net assets
invested in equity securities during normal market conditions. A greater reserve
position may, however, be established temporarily if Wright believes that this
would be advisable in view of what it considers to be extraordinary economic and
stock market conditions. See "Special Investment Considerations - Temporary
<PAGE>
Defensive Investments" in the Prospectus for a discussion of when the Fund may
take a temporary defensive position.
The following investment restrictions have been adopted by the Fund and may
be changed as to the Fund only by the vote of a majority of the Fund's
outstanding voting securities, which means the lesser of (a) 67% of the shares
of the Fund if the holders of more than 50% of the shares are present or
represented at the meeting or (b) more than 50% of the shares of the Fund. If a
percentage restriction contained herein, other than that imposed by investment
restriction (1), is adhered to at the time of investment, a later increase or
decrease in the percentage resulting from a change in the value of portfolio
securities or the amount of net assets will not be considered a violation of any
of the following restrictions. As a matter of fundamental investment policy, the
Fund may not:
(1) Borrow money or issue senior securities, except as permitted by
the 1940 Act;
(2) Underwrite securities issued by other persons except to the extent
that the purchase of securities in accordance with the Fund's
investment objectives and policies directly from the issuer
thereof and the later disposition thereof may be deemed to be
underwriting;
(3) Purchase any securities which would cause 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;
(4) Purchase or sell real estate, except that the 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 the Fund as a result of
the ownership of securities;
(5) 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; or
(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.
The following investment restrictions are nonfundamental policies of the
Fund which may be changed by the Trustees without shareholder approval. The Fund
has no current intention of borrowing for leverage purposes, making securities
loans or engaging in short sales against the box. The Fund has no current
intention of investing more than 5% of net assets in Rule l44A securities. Prior
to engaging in such activities, the Fund's Prospectus will be amended to
disclose the intention to do so. The Fund will not:
(a) Invest more than 15% of its net assets in illiquid investments,
including repurchase agreements maturing in more than seven days,
securities that are not readily marketable and restricted
securities (other than Section 4(2) commercial paper) not eligible
for resale pursuant to Rule 144A under the Securities Act of 1933;
(b) Purchase securities on margin or make short sales except sales
against the box ;
(c) Purchase securities issued by another investment company, except as
permitted by the 1940 Act;
<PAGE>
(d) Purchase or enter into an agreement to purchase securities while
borrowings exceed 5% of its total assets.
OFFICERS AND TRUSTEES
The officers and Trustees of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those Trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly-owned subsidiary,
Boston Management and Research ("BMR"), Eaton Vance's parent, Eaton Vance Corp.
("EVC") or of Eaton Vance's trustee, Eaton Vance, Inc. ("EV"), by virtue of
their affiliation with either the Fund, Wright, Winthrop, Eaton Vance, BMR, EVC,
or EV are indicated by an asterisk (*).
PETER M. DONOVAN (55), President and Trustee*
President, Chief Executive Officer and Director of Wright and Winthrop; Vice
President, Treasurer and a Director of Wright Investors' Service Distributors,
Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, Jr. (71), Vice President, Secretary and Trustee*
Retired Vice President, Chairman of the Management Committee and Chief Legal
Officer of Eaton Vance, EVC, BMR and EV and a Director of EVC and EV; Director
of Wright and Winthrop since February, 1997.
Address: 92 Reservoir Avenue, Chestnut Hill, MA 02167
JUDITH R. CORCHARD (59), Vice President and Trustee*
Executive Vice President, Senior Investment Officer, Chairman of the
Investment Committee and Director of and Winthrop. Ms. Corchard was appointed a
Trustee of the Trust on December 10, 1997.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
A.M. MOODY III (61), Vice President and Trustee*
Senior Vice President, Wright and Winthrop; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
WINTHROP S. EMMET (87), Trustee
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (74), Trustee
President Emeritus, University of Bridgeport (1987-present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: 332 North Cedar Road, Fairfield, CT 06430
LLOYD F. PIERCE (79), Trustee
Retired Vice Chairman (prior to 1984-President), People's Bank, Bridgeport, CT;
Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of Directors,
Southern Connecticut Gas Company; Chairman, Board of Directors, COSINE.
Address: 140 Snow Goose Court, Daytona Beach, FL 32119
<PAGE>
RICHARD E. TABER (49), Trustee
Chairman and Chief Executive Officer of First County Bank, Stamford, CT
(1989-present). Mr. Taber was appointed as a Trustee of the Trust on March 18,
1997.
Address: 117 Prospect Street, Stamford, CT 06901
RAYMOND VAN HOUTTE (73), Trustee
President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca,
NY (January 1989-present); President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
(1987-1988); Director, McGraw Housing Company, Inc., Deanco. Inc., Evaporated
Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JAMES L. O'CONNOR (53), Treasurer
Vice President, Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (62), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (35), Assistant Secretary
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994 and an
employee of Eaton Vance since March 1993. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant
Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (40), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993. Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was
elected Assistant Secretary of the Trust on June 21, 1995.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (46), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Austin was elected
Assistant Treasurer of the Trust on December 18, 1991.
Address: 24 Federal Street, Boston, MA 02110
All of the Trustees and officers hold identical positions with The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue
Chip Series Trust, Catholic Values Investment Trust and The Wright Blue Chip
Master Portfolio Trust. The fees and expenses of those Trustees (Messrs. Emmet,
Miles, Pierce, Taber and Van Houtte) who are not "interested persons" of the
Trust and Mr. Brigham are paid by the Fund and the other series of the Trust.
They also received additional payments from other investment companies for which
Wright provides investment advisory services. The Trustees who are employees of
Wright receive no compensation from the Trust. The Trust does not have a
retirement plan for its Trustees. For estimated Trustee compensation from the
Fund for the fiscal year ended December 31, 1998 and for the total compensation
expected to be paid to the Trustees from the Wright Fund complex for the fiscal
year ended December 31, 1998, see the following table.
<PAGE>
COMPENSATION TABLE
Registrant - The Wright EquiFund Equity Trust
<TABLE>
<CAPTION>
Aggregate Compensation Pension Estimated Total
From The Wright Benefits Annual Compensation
Trustees EquiFund Equity Trust (1) Accrued Benefits To Be Paid
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. Day Brigham $1,750 None None $8,750
Winthrop S. Emmet $1,750 None None $8,750
Leland Miles $1,750 None None $8,750
Lloyd F. Pierce $1,750 None None $8,750
Richard E. Taber $1,750 None None $8,750
Raymond Van Houtte $1,750 None None $8,750
</TABLE>
(1) Total compensation to be paid is from The Wright EquiFund Equity Trust (10
Funds) and the other funds in the Wright Fund complex (14 Funds) for a total of
24 Funds as of December 31, 1997.
Messrs. Emmet, Miles, Pierce and Van Houtte are members of the Special
Nominating Committee of the Trustees of the Trust. The Special Nominating
Committee's function is selecting and nominating individuals to fill vacancies,
as and when they occur, in the ranks of those Trustees who are not "interested
persons" of the Trust, Eaton Vance, Wright or Winthrop. The Trust does not have
a designated audit committee, since the full board performs the functions of
such committee.
The Trust's board of trustees has established an Independent Trustees'
Committee consisting of all of the Independent Trustees who are Messrs. Emmet,
Miles, Pierce (Chairman), Taber and Van Houtte. The responsibilities of the
Independent Trustees' Committee include those of an audit committee of the
financial governance of the Trust, a nominating committee for additional or
replacement trustees of the Trust and a contract review committee for
consideration of renewals or changes in the investment advisory agreements,
distribution agreements and distribution plans and other agreements as
appropriate.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SHARES
As of March 31, 1998, the Trustees and officers of the Trust, as a group,
owned no shares of the Fund. As of March 31, 1998, Wright owned 100% of the
outstanding shares of the Fund as the only shareholder of the Fund on such date.
Wright is a Connecticut corporation and a wholly-owned subsidiary of Winthrop.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
The Fund has engaged Wright to act as its investment adviser pursuant to an
Investment Advisory Contract. Wright, acting under the general supervision of
the Trust's Trustees, furnishes the Fund with investment advice and management
services. The estate of John Winthrop Wright may be considered a controlling
person of Winthrop and Wright by reason of its ownership of 29% of the
outstanding shares of Winthrop. The Trustees of the Trust are responsible for
the general oversight of the conduct of the Fund's business.
Pursuant to the Investment Advisory Contract, Wright will carry out the
investment and reinvestment of the assets of the Fund, will furnish continuously
an investment program with respect to the Fund, will determine which securities
should be purchased, sold or exchanged. and will implement such determinations.
Wright will furnish to the Fund investment advice and management services,
office space, equipment and clerical personnel, and investment advisory,
statistical and research facilities. In addition, Wright has arranged for
certain members of the Wright organization to serve without salary as officers
or Trustees of the Trust. In return for these services, the Fund is obligated to
pay an advisory fee calculated at the rate of 0.75% of average daily net assets.
In addition, the Fund is obligated to pay additional Rule 12b-1 distribution
<PAGE>
expenses equal to 0.25% of average daily net assets. Other fund operating
expenses are estimated to equal 1.00% of average daily net assets. In the event
that other operating expenses exceed the estimated 1.00%, the Rule 12b-1
expenses and investment advisory fee will be reduced so that total operating
expenses do not exceed 2.00%. If total reduction of the Rule 12b-1 expenses and
investment advisory fee is not sufficient to reduce expenses to the 2.00% level,
expenses exceeding the 2.00% level will be allocated to Wright so that the Fund
will not experience expenses over the 2.00% level. This policy is expected to
continue at least until December 31, 1998.
It should be noted that, in addition to compensating Wright for its
advisory services to the Fund, the advisory fee is intended to partially
compensate Wright for the maintenance of the Indices which form the basis for
the selection of securities for the Fund. Other mutual funds and accounts
advised by Wright may use the Indices as may other entities not affiliated with
Wright.
The Trust has engaged Eaton Vance to act as the administrator for the Fund
pursuant to an Administration Agreement. In addition, Eaton Vance has arranged
for certain members of the Eaton Vance organization to serve without salary as
officers or Trustees of the Trust. For its services under the Administration
Agreement, Eaton Vance is entitled to receive a monthly administration fee from
the Fund at the annual rate set forth in the Fund's current Prospectus.
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland,
Jr. The Directors of EVC consist of the same persons and John G. L. Cabot, John
M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. Mr. Hawkes is president
and chief executive officer and Mr. Gardner is vice chairman of EVC, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
EV are owned by EVC. All of the issued and outstanding shares of BMR are owned
by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust, the Voting Trustees of which are Messrs. Gardner,
Hawkes and Rowland and Alan R. Dynner, Thomas E. Faust, Jr., William M. Steul,
and Wharton P. Whitaker. The Voting Trustees have unrestricted voting rights for
the election of Directors of EVC. All of the outstanding voting trust receipts
issued under said Voting Trust are owned by certain of the officers of Eaton
Vance and BMR who are also officers or officers and Directors of EVC and EV. As
of March 31, 1998, Messrs. Gardner and Hawkes each owned 24% of such voting
trust receipts, Messrs. Rowland and Faust owned 15% and 13%, respectively, and
Messrs. Dynner, Steul, and Whitaker owned 8% of such voting trust receipts.
Messrs. Austin, Murphy, O'Connor and Woodbury and Ms. Sanders, who are officers
of the Trust, are also members of the Eaton Vance, BMR and EV organizations.
Eaton Vance will receive the fees paid under the Administration Agreement.
In addition, Eaton Vance owns all the stock of Northeast Properties, Inc.,
which is engaged in real estate investment. EVC owns all the stock of Fulcrum
Management, Inc. and MinVen, Inc., which are engaged in precious metal mining
venture investment and management. EVC, Eaton Vance, BMR and EV may also enter
into other businesses.
The Fund will be responsible for all expenses relating to its operations
and not designated as expenses of Wright under the Investment Advisory Contract
or of Eaton Vance under the Administration Agreement, including, without
limitation, the fees and expenses of its custodian and transfer agent, including
those incurred for determining the Fund's net asset value and keeping the Fund's
books; the cost of share certificates; membership dues in investment company
organizations; brokerage commissions and fees; fees and expenses of registering
its shares; expenses of reports to shareholders, proxy statements and other
expenses of shareholders' meetings; insurance premiums; printing and mailing
expenses; interest, taxes and corporate fees; legal and accounting expenses;
expenses of Trustees not affiliated with Eaton Vance or Wright; distribution
expenses incurred pursuant to the Trust's distribution plan; and investment
advisory and administration fees. The Fund will also bear its share of any
expenses incurred in connection with litigation in which the Trust is a party
and the legal obligation the Trust may have to indemnify its officers and
Trustees with respect thereto.
<PAGE>
The Investment Advisory Contract and the Administration Agreement of the
Fund will remain in effect until February 28, 1999. The Fund's Investment
Advisory Contract may be continued from year to year thereafter so long as such
continuance after February 28, 1999 is approved at least annually (i) by the
vote of a majority of the Trustees who are not "interested persons" of the
Trust, Eaton Vance or Wright cast in person at a meeting specifically called for
the purpose of voting on such approval and (ii) by the Board of Trustees of the
Trust or by vote of a majority of the shareholders of the Fund. The Investment
Advisory Contract and Administration Agreement may be terminated as to the Fund
at any time without penalty on sixty (60) days' written notice by the Board of
Trustees or Directors of either party, or by vote of the majority of the
outstanding shares of the Fund, and each agreement will terminate automatically
in the event of its assignment. Each agreement provides that, in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties to the Trust under such agreement on the part of Eaton
Vance or Wright, Eaton Vance or Wright will not be liable to the Trust for any
loss incurred.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA
02116, acts as custodian for the Fund. IBT has the custody of all cash and
securities of the Fund, maintains the Fund's general ledger and computes the
daily net asset value per share. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Fund's investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Fund. The Fund will employ foreign sub-custodians in accordance with Rule 17f-5
under the 1940 Act.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, are the
Trust's independent certified public accountants, providing audit services, tax
return preparation, and assistance and consultation with respect to the
preparation of filings with the Securities and Exchange Commission and
preparation of the Fund's federal and state tax returns.
BROKERAGE ALLOCATION
Purchases and sales of securities on a securities exchange are effected by
brokers, and the Fund pays a brokerage commission for this service. In
transactions on stock exchanges in the United States, these commissions are
negotiated, whereas on many foreign stock exchanges the commissions are fixed.
In the over-the-counter market, securities are normally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the securities usually includes a profit to
the dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments and other clients. Wright seeks to execute portfolio security
transactions on the most favorable terms and in the most effective manner
possible. In seeking best execution, Wright will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various
<PAGE>
relevant factors, including without limitation the size and type of the
transaction, the nature and character of the markets for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, experience and financial condition of the
broker-dealer and the value and quality of service rendered by the broker-dealer
in other transactions, and the reasonableness of the brokerage commission or
markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Fund may give consideration to those firms which
supply brokerage and research services, quotations and statistical and other
information to Wright for their use in servicing their accounts. Such brokers
may include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing advisory clients other than the Fund and the
other funds. The services and information furnished by a particular firm may not
necessarily be used in connection with the Fund or the fund which paid brokerage
commissions to such firm. The advisory fee paid by the Fund to Wright is not
reduced as a consequence of Wright's receipt of such services and information.
While such services and information are not expected to reduce Wright's normal
research activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if Wright
should attempt to develop comparable services and information through its own
staff.
Subject to the requirement that Wright shall use its best efforts to seek
to execute the Fund's portfolio security transactions at advantageous prices and
at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom the Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Fund or of other investment companies sponsored
by Wright. This policy is consistent with a rule of the National Association of
Securities Dealers, Inc., which rule provides that no firm which is a member of
the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.
Under the Fund's Investment Advisory Contract, Wright has the authority to
pay commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met.
The Fund's Investment Advisory Contract expressly recognizes the practices
which are provided for in Section 28(e) of the Securities Exchange Act of 1934
by authorizing the selection of a broker or dealer which charges the Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
If purchases or sales of securities of the Fund and one or more other
investment companies or clients supervised by Wright are considered at or about
the same time, transactions in such securities will be allocated among the
several investment companies and clients in a manner deemed equitable to all by
Wright, taking into account the respective sizes of the funds, and the amount of
securities to be purchased or sold. It is recognized that it is possible that in
some cases this procedure could have a detrimental effect on the price or volume
of the security so far as the Fund is concerned. However, in other cases it is
possible that the ability to participate in volume transactions and to negotiate
lower brokerage commissions will be beneficial to the Fund.
<PAGE>
PRINCIPAL UNDERWRITER
The Trust has adopted a Distribution Plan (the "Plan") on behalf of the
Fund in accordance with Rule 12b-l under the 1940 Act and the Rules of the NASD.
The Trust has entered into a distribution contract on behalf of the Fund
with its Principal Underwriter, Wright Investors' Service Distributors, Inc.
("WISDI"), a wholly-owned subsidiary of Winthrop, providing for WISDI to act as
a separate distributor of the Fund's shares.
Under this contract and the Plan, it is currently intended that the Fund
will pay to WISDI for distribution services and personal and account maintenance
services in connection with the Fund's shares an annual fee equal to 0.25% of
the Fund's average daily net assets. Appropriate adjustments to payments made
pursuant to the Plan shall be made whenever necessary to assure that no payment
is made by the Fund which exceeds the applicable maximum cap imposed on
asset-based, front-end and deferred sales charges by Rule 2830 of the NASD.
Pursuant to the Plan, the Trust, on behalf of the Fund, is authorized to
compensate WISDI for (1) distribution services and (2) personal and account
maintenance services performed and expenses incurred by WISDI in connection with
the Fund's shares. The amount of such compensation, including compensation for
personal and account maintenance services, paid during any one year shall not
exceed 0.25% of the average daily net assets of the Fund. Such compensation
shall be calculated and accrued daily and paid quarterly.
Distribution services and expenses for which WISDI may be compensated
pursuant to this Plan include, without limitation, compensation to and expenses
incurred by Authorized Dealers and the officers, employees and sales
representatives of Authorized Dealers and of WISDI; allocable overhead, travel
and telephone expenses; the printing of prospectuses and reports for other than
existing shareholders; the preparation and distribution of sales literature and
advertising; and all other expenses (other than personal and account maintenance
services as defined below) incurred in connection with activities primarily
intended to result in the sale of the Fund's shares.
Personal and account maintenance services include, but are not limited to,
payments made to or on account of WISDI, Authorized Dealers and their respective
officers, employees and sales representatives who respond to inquiries of, and
furnish assistance to, shareholders concerning their ownership of Fund shares
and their accounts or who provide similar services not otherwise provided by or
on behalf of the Fund.
The Plan is a compensation plan which provides for the payment of a
specified distribution fee without regard to the distribution expenses actually
incurred by WISDI. Accordingly, an amount equal to 1/365 of the annual
distribution fee will be accrued on each day as an expense of the Fund, which
will reduce its net investment income. If the Plan were terminated or not
continued by the Trustees and no successor plan were adopted, the Fund would
cease to make distribution payments to WISDI. WISDI would be unable to recover
the amount of any unreimbursed distribution expenditures made by WISDI. However,
WISDI does not intend to make distribution expenditures at a rate that
materially exceeds the rate of compensation received under the Plan.
The Plan was approved by the Trustees on June 16, 1993. Under the Plan, the
President or Vice President of the trust shall provide to the Trustees for their
review, and the Trustees shall review at least quarterly, a written report of
the amounts expended under the Plan and the purposes for which such expenditures
were made.
Under its terms, the Plan remains in effect from year to year, provided
such continuance is approved annually by a vote of the Trustees, including a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plan. The
Plan may not be
<PAGE>
amended to increase materially the amount to be spent for the services
described therein as to the Fund without approval of a majority of the
outstanding voting securities of the Fund, and all material amendments of the
Plan must also be approved by the Trustees of the Trust in the manner described
above. The Plan may be terminated at any time as to the Fund without payment of
any penalty by a vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or by vote of a majority of the
outstanding voting securities of the Fund. So long as the Plan is in effect, the
selection and nomination of Trustees who are not interested persons of the Trust
shall be committed to the discretion of the Trustees who are not such interested
persons. The Trustees of the Trust have determined that in their judgment there
is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.
TAXES
Among the requirements for qualification of the Fund as a regulated
investment company are the following: (1) at least 90% of the Fund's gross
income for the taxable year must be derived from interest, dividends, gains from
the sale or other disposition of stock or securities and certain other types of
income and (2) at the close of each quarter of its taxable year, (a) at least
50% of the value of the Fund's assets must be comprised of cash and cash items
(including receivables), U.S. Government securities, securities of other
regulated investment companies and other securities limited in respect of any
one issuer to not more than 5% of the value of the Fund's total (gross) assets
and not more than 10% of the voting securities of such issuer and (b) not more
than 25% of the value of its total (gross) assets may be invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies) or certain other issuers
controlled by the Fund. These requirements may limit the Fund's activities in
foreign currencies and foreign currency forward contracts to the extent gains
relating to such activities are considered not directly related to the Fund's
principal business of investing in securities or to the extent the sizes of such
positions are limited by these tax diversification requirements.
The Fund's use of the accounting practice known as equalization may affect
the amount, timing and character of distributions to shareholders, as more
particularly described in the section of the Fund's Prospectus titled "Taxes."
Investment by the Fund in a stock of a "passive foreign investment company" may
cause the Fund to recognize income prior to the receipt of distributions from
such a company or to become subject to tax upon the receipt of certain excess
distributions from, or upon disposition of its stock of, such a company,
although an election may generally be available for taxable years beginning
after 1997 that would ameliorate these adverse tax consequences.
The Fund's transactions in foreign currencies, foreign currency-denominated
debt securities, foreign currency forward contracts, and receivables or payables
denominated in a foreign currency are subject to special tax rules under Section
988 of the Code which will generally cause gains and losses from these
transactions to be treated as ordinary income and losses. Certain positions held
by the Fund may be required to be "marked to market" (treated as if they were
closed out) on the last business day of each taxable year, and any constructive
sales of certain appreciated financial positions may also require the current
recognition of the gain in such positions. In addition, if certain of these
positions held by the Fund substantially diminish the Fund's risk of loss with
respect to securities or other positions in the Fund's portfolio, this
combination of positions may be treated as a straddle for tax purposes with the
possibility of deferral of losses and adjustments in the holding period of
securities or other positions held by the Fund.
In order to avoid federal excise tax, the Fund must distribute (or be
deemed to have distributed) by December 31 of each year at least 98% of its
ordinary income for such year, at least 98% of the excess of its realized
capital gains over its realized capital losses for the one-year period ending on
October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund paid no federal income tax.
<PAGE>
Special tax rules apply to IRA and other retirement plan accounts
(including penalties on certain distributions and other transactions) and to
other special classes of investors, such as tax-exempt organizations, banks or
insurance companies. Investors should consult their tax advisers for more
information.
Redemptions (including exchanges) and other dispositions of Fund shares in
transactions that are treated as sales for tax purposes will generally result in
the recognition of taxable gain or loss by shareholders that are subject to tax.
Shareholders should consult their own tax advisers with reference to their
individual circumstances to determine whether any particular redemption,
exchange or other disposition of Fund shares is properly treated as a sale for
tax purposes, as this discussion assumes. Any loss realized upon the redemption,
exchange or other sale of shares of the Fund with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
distributions of long-term capital gains designated as capital gain dividends
with respect to such shares. All or a portion of a loss realized upon the
redemption, exchange or other sale of Fund shares may be disallowed under "wash
sale" rules to the extent shares of the Fund are purchased (including shares
acquired by means of reinvested dividends) within the period beginning 30 days
before and ending 30 days after the date of such redemption, exchange or other
sale.
Capital loss carryforwards from any taxable year will reduce the Fund's
taxable income arising from future net realized capital gains, if any, to the
extent they are permitted to be used under the Code and applicable Treasury
regulations prior to their expiration dates, and thus will reduce the amounts of
the future distributions to shareholders that would otherwise be necessary in
order to relieve the Fund of liability for federal income tax.
FINANCIAL STATEMENTS
The financial statements of the Fund will be audited by Deloitte & Touche
LLP, independent certified public accountants.
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A for the Funds listed below are "Financial
Highlights" for the period from the date indicated to the fiscal year
ended December 31, 1997:
Wright EquiFund-Belgium/Luxembourg (from February 15, 1994)
Wright EquiFund-Hong Kong/China (from June 28, 1990)
Wright EquiFund-Japan (from February 14, 1994)
Wright EquiFund-Mexico (from August 2, 1994)
Wright EquiFund-Netherlands (from June 28, 1990)
Wright EquiFund-Nordic (from February 14, 1994)
Incorporated by reference into the Part B are the financial statements
contained in the Annual Report for the Funds', dated December 31, 1997
(which were previously filed electronically pursuant to Section
30(b)(2) of the Investment Company Act of 1940) (Accession No.
0000715165-98-000006)
The Financial Statements contained in the Funds' Annual Report are as
follows:
Portfolio of Investments
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) (a) Declaration of Trust dated July 14, 1989 as Amended and
Restated December 20, 1989 filed as Exhibit (1)(a) to
Post-Effective Amendment No. 9 filed October 13, 1995 and
incorporated herein by reference.
(b) Amendment to the Declaration of Trust dated April 13, 1995
filed as Exhibit (1)(b) to Post-Effective Amendment No. 9
filed October 13, 1995 and incorporated herein by reference.
(c) Amended and Restated Establishment and Designation of Series
dated March 25, 1998 filed herewith.
(2) By-laws dated July 14, 1989 filed as Exhibit (2) to
Post-Effective Amendment No. 9 filed October 13, 1995 and
incorporated herein by reference.
(3) Not Applicable
(4) Not Applicable
(5) (a) (1) Investment Advisory Contract between the Registrant
on behalf of Wright EquiFund-Hong Kong, Wright
EquiFund-Italy, Wright EquiFund-Netherlands, and Wright
EquiFund-Spain and Wright Investors' Service dated
August 25, 1994 filed as Exhibit (5)(a)(1) to
Post-Effective Amendment No. 9 filed October 13,
1995 and incorporated herein by reference.
<PAGE>
(a) (2) Investment Advisory Contract between the Registrant on
behalf of Wright EquiFund-Austria, Wright
EquiFund-Belgium/Luxembourg, Wright EquiFund-Canada,
Wright EquiFund-France, Wright EquiFund-Germany, Wright
EquiFund-Japan, Wright EquiFund-Nordic and Wright
EquiFund-Switzerland and Wright Investors' Service dated
January 20, 1994, filed as Exhibit (5)(a)(3) to
Post-Effective Amendment No. 9 filed October 13, 1995 and
incorporated herein by reference.
(a) (3) Investment Advisory Contract dated March 18, 1997
between the Registrant on behalf of Wright
EquiFund-Country Strategy and Wright Investors' Service,
Inc. filed as Exhibit (5)(a)(3) herewith.
(b) Amended and Restated Administration Agreement between the
Registrant and Eaton Vance Management dated February 1, 1998
filed herewith.
(6) Distribution Contract dated March 23, 1990 filed as Exhibit (6)
to Post-Effective Amendment No. 9 filed October 13, 1995
and incorporated herein by reference.
(7) Not Applicable
(8) (a) Custodian Agreement with Investors Bank & Trust Company
dated December 19, 1990 filed as Exhibit (8) to Post-Effective
Amendment No. 9 filed October 13, 1995 and incorporated herein
by reference.
(b) Amendment dated September 20, 1995 to Master Custodian
Agreement filed as Exhibit (8)(b) to Post-Effective Amendment
No. 10 filed February 29, 1996 and incorporated herein by
reference.
(9) Service Agreement dated February 1, 1996 between Wright Investors'
Service, Inc. and The Winthrop Corporation filed as Exhibit (9) to
Post-Effective Amendment No. 10 filed February 29, 1996 and
incorporated herein by reference.
(10) Opinion of Counsel dated April 7, 1998 filed herewith.
(11) Consent of Independent Certified Public Accountants filed herewith.
(12) Not Applicable
(13) Agreement with Wright Investors' Service in consideration of
providing initial capital dated December 20, 1989 filed as Exhibit
(13) to Post-Effective Amendment No. 9 filed October 13, 1995 and
incorporated herein by reference.
(14) Not Applicable
(15) (a) Amended Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated July 7, 1993 filed as
Exhibit (15)(a) to Post-Effective Amendment No. 9 filed
October 13, 1995 and incorporated herein by reference.
(b) Agreement Relating to Implementation of the Amended
Distribution Plan dated July 7, 1993 filed as Exhibit (15)(b)
to Post-Effective Amendment No. 9 filed October 13, 1995 and
incorporated herein by reference.
<PAGE>
(16) Schedule of Computation of Performance Quotations filed herewith.
(17) Power of Attorney dated March 25, 1998 filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
Title of Class Number of Record Holders as of March 31, 1998
- -------------------------------------------------------------------------------
Shares of Beneficial Interest Wright EquiFund-Belgium/Luxembourg.... 125
Wright EquiFund-Country Strategy...... -
Wright EquiFund-Hong Kong/China....... 607
Wright EquiFund-Japan................. 188
Wright EquiFund-Mexico................ 917
Wright EquiFund-Netherlands........... 787
Wright EquiFund-Nordic................ 218
Item 27. Indemnification
The Registrant's By-Laws filed as Exhibit No. 2 to Post-Effective Amendment
No. 9 contain provisions limiting the liability, and providing for
indemnification, of the Trustees and officers under certain circumstances.
Registrant's Trustees and officers are insured under a standard investment
company errors and omissions insurance policy covering loss incurred by reason
of negligent errors and omissions committed in their capacities as such.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the information set forth under the captions "Officers and
Trustees" and "Investment Advisory and Administrative Services" in the
Statements of Additional Information, which information is incorporated herein
by reference.
Item 29. Principal Underwriter
(a) Wright Investors' Service Distributors, Inc. (a wholly-owned
subsidiary of The Winthrop Corporation) acts as principal
underwriter for each of the investment companies named below.
The Wright Managed Equity Trust
The Wright Managed Income Trust
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
Catholic Values Investment Trust
<PAGE>
<TABLE>
<CAPTION>
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Principal Underwriter with Registrant
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A. M. Moody III* President Vice President and Trustee
Peter M. Donovan* Vice President and Treasurer President and Trustee
Vincent M. Simko* Vice President and Secretary None
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Address is 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
(c) Not Applicable.
Item 30. Location of Accounts and Records
All applicable accounts, books and documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the possession and custody of the registrant's
custodian, Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA
02116, and its transfer agent, First Data Investor Services Group, 4400 Computer
Drive, Westborough, MA 01581-5120, with the exception of certain corporate
documents and portfolio trading documents which are either in the possession and
custody of the Registrant's administrator, Eaton Vance Management, 24 Federal
Street, Boston, MA 02110 or of the investment adviser, Wright Investors'
Service, Inc., 1000 Lafayette Boulevard, Bridgeport, CT 06604. Registrant is
informed that all applicable accounts, books and documents required to be
maintained by registered investment advisers are in the custody and possession
of Registrant's administrator, Eaton Vance Management, or of the investment
adviser, Wright Investors' Service, Inc.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) Registrant undertakes to comply with Section 16(c) of the Investment
Company Act of 1940, as amended, which relates to the assistance to be
rendered to shareholders by the Trustees of the Registrant in calling a
meeting of shareholders for the purpose of voting upon the question of
the removal of a Trustee.
(b) The Registrant undertakes to file a Post-Effective Amendment, using
financial statments which need not be certified, within four to six
months from the effective date of any prior post-effective amendment
which made effective the registration of shares of a series of the
Registrant and from the commencement of operations, unless such filing
on behalf of that series has already been made.
(c) The annual report also contains performance information and is
available to any recipient of the Prospectus upon request and without
charge by writing to the Wright Investors' Service Distributors, Inc.,
1000 Lafayette Boulevard, Bridgeport, Connecticut 06604.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts on the 28th day of April, 1998.
THE WRIGHT EQUIFUND EQUITY TRUST
By: Peter M. Donovan*
------------------------------
Peter M. Donovan, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the 28th day of April, 1998.
SIGNATURE TITLE
- ------------------------------------------------------------------------------
Peter M. Donovan* President, Principal
- ----------------- Executive Officer & Trustee
Peter M. Donovan
James L. O'Connor* Treasurer, Principal
- ------------------ Financial and Accounting Officer
James L. O'Connor
H. Day Brigham, Jr.* Trustee
- ---------------------
H. Day Brigham, Jr.
Judith R. Corchard* Trustee
- ---------------------
Judith R. Corchard
Winthrop S. Emmet* Trustee
- --------------------
Winthrop S. Emmet
Leland Miles* Trustee
- --------------------
Leland Miles
A. M. Moody III* Trustee
- --------------------
A. M. Moody III
Lloyd F. Pierce* Trustee
- -------------------
Lloyd F. Pierce
Richard E. Taber* Trustee
- -------------------
Richard E. Taber
Raymond Van Houtte* Trustee
- -------------------
Raymond Van Houtte
*By /s/ Alan R. Dynner
- -----------------------
Alan R. Dynner
Attorney-in-Fact
<PAGE>
Exhibit Index
The following exhibits are filed as part of this amendment to the
Registration Statement pursuant to General Instructions E of form N-1A.
Page in
Sequential
Numbering
Exhibit No. Description System
(1)(c) Amended and Restated Establishment and
Designation of Series dated March 25, 1998
(5)(a)(3) Investment Advisory Contract on behalf of Wright EquiFund
- Country Strategy dated March 18, 1997.
(5)(b) Amended and Restated Administration Agreement
dated February 1, 1998.
(10) Opinion of Counsel dated April 7, 1998.
(11) Consent of Independent Certified Public Accountants.
(16) Schedule of Computation of Performance Quotations.
(17) Power of Attorney dated March 25, 1998.
THE WRIGHT EQUIFUND EQUITY TRUST
Amended and Restated
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
March 25, 1998
WHEREAS, pursuant to an Amended and Restated Establishment and Designation
of Series dated July 31, 1997, the Trustees of The Wright EquiFund Equity Trust,
a Massachusetts business trust (the "Trust"), redesignated the shares of
beneficial interest of the Trust into twenty separate series (or Funds); and
WHEREAS, the Trustees now desire to terminate and liquidate, effective
March 26, 1998, nine (9) of its existing series, i.e. Wright
EquiFund-Australasia, Wright EquiFund-Austria, Wright EquiFund-Canada, Wright
EquiFund-France, Wright EquiFund-Global, Wright EquiFund-International, Wright
EquiFund-Ireland, Wright EquiFund-Spanish and Wright EquiFund-United States, and
to terminate and liquidate, effective May 8, 1998, four (4) of its existing
series, i.e. Wright EquiFund-Britain, Wright EquiFund-Germany, Wright
EquiFund-Italian and Wright EquiFund-Switzerland, pursuant to Section 1A of
Article VI of the Declaration of Trust.
NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust acting pursuant
to Section 1A of Article VI of the Declaration of Trust, hereby redivide the
shares of beneficial interest of the Trust into the following separate series
(or Funds) of the Trust, each Fund to have the following special and relative
rights:
1. The Funds shall be designated as follows:
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Country Strategy
Wright EquiFund-Hong Kong/China
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
2. Each Fund shall be authorized to invest in cash, securities, instruments
and other property as from time to time described in the Trust's then currently
effective registration statement under the Securities Act of 1933 and the
Investment Company Act of 1940. Each share of beneficial interest of each Fund
("share") shall be redeemable, shall be entitled to one vote (or fraction
thereof in respect of a fractional share) on matters on which shares of that
Fund shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Fund, all as provided in the
Declaration of Trust. The proceeds of sales of shares of a Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to that Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class to the extent
provided in Rule 18f-2, as from time to time in effect, under the Investment
Company Act of 1940, as amended.
<PAGE>
-2-
4. The assets and liabilities of the Trust shall be allocated among the
above referenced Funds as set forth in Section 1A of Article VI of the
Declaration of Trust, except as provided below.
(a) Costs incurred by each Fund in connection with its initial organization
and start-up, including Federal and state registration and qualification fees
and expenses of the initial offering of such Fund shares, shall (if applicable)
be borne by such Fund and deferred and amortized over the five year period
beginning on the date that such Fund commences operations.
(b) The liabilities, expenses, costs, charges or reserves of the Trust
(other than the management and investment advisory fees or the organizational
expenses paid by the Trust) which are not readily identifiable as belonging to
any particular Fund shall be allocated among the Funds on an equitable basis as
determined by the Trustees.
(c) The Trustees may from time to time in particular cases make specific
allocation of assets or liabilities among the Funds.
5. A majority of the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses or
to change the designation of any Fund now or hereafter created, or to otherwise
change the special and relative rights of any such Fund, and to terminate any
Fund or add additional Funds as provided in the Declaration of Trust.
/s/ Peter M. Donovan /s/ Leland Miles
- --------------------------- ---------------------------
Peter M. Donovan Leland Miles
/s/ H. Day Brigham, Jr. /s/ A.m. Moody, III
- --------------------------- ---------------------------
H. Day Brigham, Jr. A. M. Moody, III
/s/ Judith R. Corchard /s/ Lloyd F. Pierce
- --------------------------- ---------------------------
Judith R. Corchard Lloyd F. Pierce
/s/ Winthrop S. Emmet /s/ Richard E. Taber
- --------------------------- ---------------------------
Winthrop S. Emmet Richard E. Taber
/s/ Raymond Van Houtte
--------------------------
Raymond Van Houtte
THE WRIGHT EQUIFUND EQUITY TRUST
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 18th day of March, 1997, between THE WRIGHT EQUIFUND
EQUITY TRUST, a Massachusetts business trust (the "Trust"), on behalf of WRIGHT
EQUIFUND-COUNTRY STRATEGY, and any other series of the Trust which the Adviser
(as defined below) and the Trust shall agree from time to time to be subject to
this Agreement (collectively, the "Funds"), and Wright Investors' Service, Inc.,
a Connecticut corporation (the "Adviser"):
1. DUTIES OF THE ADVISER. The Trust, on behalf of the Fund, hereby employs
the Adviser to act as investment adviser for and to manage the investment and
reinvestment of the assets of the Fund and, except as otherwise provided in an
administration agreement, to administer its affairs, subject to the supervision
of the Trustees of the Trust, for the period and on the terms set forth in this
Contract.
The Adviser hereby accepts such employment, and undertakes to afford to the
Trust the advice and assistance of the Adviser's organization in the choice of
investments and in the purchase and sale of securities for the Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of the Fund. As investment adviser to the Fund, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of the
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940, all as from time to time
amended. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, but subject to the Fund's investment objective,
policies and restrictions, to buy, sell, lend and otherwise trade in any stocks,
bonds, options and other securities and investment instruments on behalf of the
Fund, to purchase, write or sell options on securities, futures contracts or
indices on behalf of the Fund, to enter into commodities contracts on behalf of
the Fund, including contracts for the future delivery of securities or currency
and futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the Fund. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
the Fund and notify the Adviser thereof in writing, the Adviser shall be bound
by such determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Adviser shall
take, on behalf of the Fund, all actions which it deems necessary or desirable
to implement the investment policies of the Trust and of the Fund.
The Adviser shall place all orders for the purchase or sale of portfolio
securities for the account of the Fund with brokers or dealers selected by the
Adviser, and to that end the Adviser is authorized as the agent of the Fund to
give instructions to the custodian of the Fund as to deliveries of securities
and payments of cash for the account of the Fund or the Trust. In connection
with the selection of such brokers or dealers and the placing of such orders,
the Adviser shall use its best efforts to seek to execute portfolio security
<PAGE>
transactions at prices which are advantageous to the Fund and (when a disclosed
commission is being charged) at reasonably competitive commission rates. In
selecting brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services and products (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly
authorized to cause the Fund to pay any broker or dealer who provides such
brokerage and research service and products a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services and products
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its affiliates
have with respect to accounts over which they exercise investment discretion.
Subject to the requirement set forth in the second sentence of this paragraph,
the Adviser is authorized to consider, as a factor in the selection of any
broker or dealer with whom purchase or sale orders may be placed, the fact that
such broker or dealer has sold or is selling shares of the Fund or the Trust or
of other investment companies sponsored by the Adviser.
2. COMPENSATION OF THE ADVISER. For the services, payments and facilities
to be furnished hereunder by the Adviser, the Trust on behalf of the Fund shall
pay to the Adviser on the last day of each month a fee equal to a percentage of
the average daily net assets of the Fund of the Trust throughout the month,
computed in accordance with the Trust's Declaration of Trust and any applicable
votes of the Trustees of the Trust, as shown in the following table:
ANNUAL ADVISORY FEE RATES
Under $500 Million
$500 to Over
Million $1 Billion $1 Billion
------- ---------- ----------
0.75% 0.73% 0.68%
In case of initiation or termination of the Contract during any month with
respect to the Fund, the Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, waive all or a part of the above
compensation.
3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Trust will
pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Trust shall include, without
implied limitation (i) expenses of maintaining the Trust and continuing its
existence, (ii) registration of the Trust under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as a
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
-2-
<PAGE>
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xviii) all
payments to be made and expenses to be assumed by the Trust pursuant to any one
or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940, (xix) the administration fee payable to the
Trust's administrator and (xx) such nonrecurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
4. OTHER INTERESTS. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers, employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser are or may
be or become interested (as directors, trustees, officers, employees,
stockholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) which the Adviser may organize, sponsor
or acquire, or with which it may merge or consolidate, and which may include the
words "Wright" or "Wright Investors" or any combination thereof as part of their
names, and that the Adviser or its subsidiaries or affiliates may enter into
advisory or management agreements or other contracts or relationships with such
other companies or entities.
5. LIMITATION OF LIABILITY OF THE ADVISER. The services of the Adviser to
the Trust are not to be deemed to be exclusive, the Adviser being free to render
services to others and engage in other business activities. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Adviser, the Adviser shall
not be subject to liability to the Trust or to any shareholder of the Trust for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses which may be sustained in the purchase, holding or
sale of any security.
6. SUB-INVESTMENT ADVISERS. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such sub-investment
adviser and approved by the Trustees of the Trust.
7. DURATION AND TERMINATION OF THIS CONTRACT. This Contract shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including February
28, 1999 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 1999 is specifically
approved at least annually (i) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or (other than as a Trustee) the Trust cast in person at a meeting
called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract without the payment of any penalty,
by action of its Board of Directors or Trustees, as the case may be, and the
Trust may, at any time upon such written notice to the Adviser, terminate this
Contract as to any Fund by vote of a majority of the outstanding voting
securities of the Fund. This Contract shall terminate automatically in the event
of its assignment.
-3-
<PAGE>
8. AMENDMENTS OF THE CONTRACT. This Contract may be amended by a writing
signed by both parties hereto, provided that no amendment to this Contract shall
be effective as to that Fund until approved (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the outstanding voting securities of
the Fund.
9. LIMITATION OF LIABILITY. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the Adviser
hereby agrees that it shall have recourse only to the Trust for payment of
claims or obligations as between the Trust and Adviser arising out of this
Contract and shall not seek satisfaction from the shareholders or any
shareholder of the Trust. No series of the Trust shall be liable hereunder for
the obligations of any other series of the Trust.
10. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting of holders of more than 50 per centum of the outstanding
shares of the Fund are present or represented by proxy at the meeting, or (b)
more than 50 per centum of the outstanding shares of the Fund.
11. USE OF THE NAME "WRIGHT." The Adviser hereby consents to the use by the
Trust of the name "Wright" as part of the Trust's name and the name of the Fund;
provided, however, that such consent shall be conditioned upon the employment of
the Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to the use of the name "Wright."
The Adviser shall have the right to require the Trust to cease using the name
"Wright' as part of the Trust's name and the name of the Fund if the Trust
ceases, for any reasons, to employ the Adviser or one of its affiliates as the
Trust's investment adviser. Future names adopted by the Trust for itself and its
Funds, insofar as such names include identifying words requiring the consent of
the Adviser, shall be the property of the Adviser and shall be subject to the
same terms and conditions.
THE WRIGHT EQUIFUND EQUITY TRUST WRIGHT INVESTORS' SERVICE, INC.
on behalf of Wright EquiFund-Country Strategy
By: /s/ Peter M. Donovan By: /s/ Judith R. Corchard
---------------------------- --------------------------
President Executive Vice President
-4-
THE WRIGHT EQUIFUND EQUITY TRUST
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of February, 1998, by and between The Wright
EquiFund Equity Trust, a Massachusetts business trust (the "Trust"), on behalf
of the series of the Trust listed on Schedule A attached hereto, which may be
updated from time to time, and Eaton Vance Management, a Massachusetts business
trust (the "Administrator"):
1. DUTIES OF THE ADMINISTRATOR. The Trust hereby employs the Administrator
to administer the affairs of the Trust, subject to the supervision of the
Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator shall perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust and listed on Schedule A. Funds may be
terminated and additional Funds established from time to time by action of the
Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to administer
the Trust's business affairs and, in connection therewith, to furnish for the
use of the Trust office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Trust, and to pay the salaries
and fees of all officers and Trustees of the Trust who are members of the
Administrator's organization and all personnel of the Administrator performing
management and administrative services for the Trust. The Administrator shall
for all purposes herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no authority to act
for or represent the Trust in any way or otherwise be deemed an agent of the
Trust.
2. COMPENSATION OF THE ADMINISTRATOR. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Trust shall pay
to the Administrator on the last day of each month a fee equal (annually) to a
percentage of the average daily net assets of each Fund of the Trust throughout
the month, computed in accordance with the Declaration of Trust of the Trust and
any applicable votes of the Trustees of the Trust, as shown in Schedule B to
this Agreement.
In case of initiation or termination of the Agreement during any month with
respect to any Fund, the fee for that month shall be reduced proportionately on
the basis of the number of calendar days during which it is in effect and the
fee shall be computed upon the average net assets for the business days it is so
in effect for that month.
The Administrator may, from time to time, waive all or a part of the above
compensation.
3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Trust will
pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust and continuing
its existence, (ii) registration of the Trust under the Investment Company Act
of 1940, (iii) commissions, fees and other expenses connected with the purchase
or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes
and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase
and redemption of shares, (viii) expenses of registering and qualifying the
Trust and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
<PAGE>
-2-
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Trust and of the Trust's principal underwriter, if any, as
a broker-dealer or agent under state securities laws, (ix) expenses of reports
and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) all payments
to be made and expenses to be assumed by the Trust pursuant to any one or more
distribution plans adopted by the Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940, (xix) the investment advisory fee payable to the
Trust's investment adviser, and (xx) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
4. OTHER INTERESTS. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or otherwise. It is
also understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.
5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The services of the
Administrator to the Trust are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses which may
be sustained in the purchase, holding or sale of any security or other
instrument, including options and futures contracts.
6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect as to each Fund to and including
February 28, 1999 and shall continue in full force and effect as to each Fund
indefinitely thereafter, but only so long as such continuance after February 28,
1999 is specifically approved at least annually by the Trustees of the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Fund, without the
payment of any penalty, by action of the Trustees of the Trust or the trustees
of the Administrator, as the case may be, and the Trust may, at any time upon
such written notice to the Administrator, terminate this Agreement as to any
Fund by vote of a majority of the outstanding voting securities of that Fund.
This Agreement shall terminate automatically in the event of its assignment.
<PAGE>
-3-
7. AMENDMENTS OF THE AGREEMENT. This Agreement may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Agreement shall be effective until approved by the vote of a majority of
the Trustees of the Trust.
8. LIMITATION OF LIABILITY. The Administrator expressly acknowledges the
provision in the Declaration of Trust of the Trust limiting the personal
liability of shareholders of the Trust, and the Administrator hereby agrees that
it shall have recourse to the Trust for payment of claims or obligations as
between the Trust and the Administrator arising out of this Agreement and shall
not seek satisfaction from the shareholders or any shareholder of the Trust. No
Fund shall be liable for the obligations of any other Fund hereunder.
9. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting of the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first written above.
THE WRIGHT EQUIFUND EQUITY TRUST EATON VANCE MANAGEMENT
By: /s/ Peter M. Donovan By: /s/ Benjamin A. Rowland, Jr.
---------------------- ------------------------------
President Vice President,
and not individually
<PAGE>
-4-
THE WRIGHT EQUIFUND INCOME TRUST
SCHEDULE A
February 1, 1998
Wright EquiFund-Australasia
Wright EquiFund-Austria
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Britain
Wright EquiFund-Canada
Wright EquiFund-Country Strategy
Wright EquiFund-France
Wright EquiFund-Germany
Wright EquiFund-Hong Kong/China
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
Wright EquiFund-Global
Wright EquiFund-International
<PAGE>
-5-
THE WRIGHT EQUIFUND EQUITY TRUST
SCHEDULE B
February 1, 1998
FEE STRUCTURE
-------------
Under Over
$100 Million $100 Million
------------ ------------
Wright EquiFund-Australasia 0.10% 0.06%
Wright EquiFund-Austria 0.10% 0.06%
Wright EquiFund-Belgium/Luxembourg 0.10% 0.06%
Wright EquiFund-Britain 0.10% 0.06%
Wright EquiFund-Canada 0.10% 0.06%
Wright EquiFund-Country Strategy 0.10% 0.06%
Wright EquiFund-France 0.10% 0.06%
Wright EquiFund-Germany 0.10% 0.06%
Wright EquiFund-Hong Kong/China 0.10% 0.06%
Wright EquiFund-Ireland 0.10% 0.06%
Wright EquiFund-Italian 0.10% 0.06%
Wright EquiFund-Japan 0.10% 0.06%
Wright EquiFund-Mexico 0.10% 0.06%
Wright EquiFund-Netherlands 0.10% 0.06%
Wright EquiFund-Nordic 0.10% 0.06%
Wright EquiFund-Spanish 0.10% 0.06%
Wright EquiFund-Switzerland 0.10% 0.06%
Wright EquiFund-United States 0.10% 0.06%
Wright EquiFund-Global 0.10% 0.06%
Wright EquiFund-International 0.10% 0.06%
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 o fax 617-526-5000
April 7, 1998
The Wright EquiFund Equity Trust
24 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
The Wright EquiFund Equity Trust (the "Trust") is a Massachusetts business
trust created under a Declaration of Trust dated, executed and delivered in
Boston, Massachusetts on July 14, 1989, as amended and restated on December 20,
1989, and as further amended from time to time (as so amended and restated the
"Declaration of Trust"). The beneficial interests thereunder are represented by
transferable shares of beneficial interest without par value.
The Trustees have the powers set forth in the Declaration of Trust, subject
to the terms, provisions and conditions therein provided. Pursuant to Article
VI, Section 1 of the Declaration of Trust, the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited and
the Trustees are authorized to divide the shares into one or more series of
shares and one or more classes thereof as they deem necessary or desirable.
Pursuant to Articles V(f) and X of the Declaration of Trust, the Trustees are
empowered to issue an unlimited number of shares of any series for cash or other
property, at the price specified by the current prospectus of the Trust.
Pursuant to Article VI, Section 1A of the Declaration of Trust, the Trustees
have established seven separate series of shares representing interests in each
investment portfolio referenced on Attachment A hereto.
The Trustees have voted to authorize the officers of the Trust to determine
the appropriate number of shares to be registered, to register with the
Securities and Exchange Commission, and to issue and sell to the public, such
shares.
We have examined the Declaration of Trust and By-Laws, each as amended from
time to time, of the Trust, resolutions of the Board of Trustees relating to the
authorization and issuance of shares of beneficial interest of the Trust, and
such other documents as we have deemed necessary or appropriate for the purposes
of this opinion, including, but not limited to, originals, or copies certified
or otherwise identified to our satisfaction, of such documents, Trust records
WASHINGTON, DC BOSTON, MA LONDON, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
The Wright EquiFund Equity Trust
April 7, 1998
Page 2
and other instruments. In our examination of the above documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified of photostatic copies.
For purposes of this opinion letter, we have not made an independent review
of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability of the shares of
the Trust, is qualified to the extent that under Massachusetts law, shareholders
of a Massachusetts business trust may be held personally liable for the
obligations of the Trust. In this regard, however, please be advised that the
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and permits notice of such disclaimer to be given in each contract or
instrument made or issued by the Trustees of the Trust. Also, the Declaration of
Trust provides for indemnification out of Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust.
We are of the opinion that all necessary Trust action precedent to the
issuance of the shares of beneficial interest of the Trust has been duly taken,
and that all such shares may legally and validly be issued for among other
things, cash, and when sold will be, fully paid and non-assessable by the Trust
upon receipt by the Trust or its agent of consideration therefor in accordance
with terms described in the Trust's Declaration of Trust, subject to compliance
with the Securities Act of 1933, as amended, the Investment Company Act of 1940,
as amended, and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an exhibit to any amendments to the Trust's registration statement
with the Commission. Except as provided in this paragraph, this opinion may not
be relied upon by, or filed with, any other parties or for any other purpose.
Very truly yours,
/s/Hale and Dorr LLP
Hale and Dorr LLP
<PAGE>
THE WRIGHT EQUIFUND EQUITY TRUST
ATTACHMENT A
Wright EquiFund-Belgium/Luxembourg
Wright EquiFund-Country Strategy
Wright EquiFund-Hong Kong/China
Wright EquiFund-Japan
Wright EquiFund-Mexico
Wright EquiFund-Netherlands
Wright EquiFund-Nordic
EXHIBIT 11
Independent Auditors' Consent
We consent to the incorporation by reference in this Post-Effective
Amendment No.15 to the Registration Statement (1933 Act File No. 33-30085) of
The Wright EquiFund Equity Trust of our report dated January 30, 1998 which is
incorporated by reference in the Statement of Additional Information which is
part of such Registration Statement.
We also consent to the reference to our firm under the caption "Financial
Highlights" in the Prospectus and under the caption "Financial Statements" in
the Statement of Additional Information of the Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 28, 1998
EXHIBIT 16
Schedule for Computation of Performance Quotations
The average annual total return will be calculated using the following
formula:
P ( 1 + T )n = ERV
where: P = A hypothetical initial payment of $1,000
T = Average annual total return
n = Number of years
ERV = Ending redeemable value of a hypothetical $1,000 payment at
the end of the period.
Each Fund's yield is computed by dividing its net investment income per
share earned during a recent 30-day period by the product of the average daily
number of shares outstanding and entitled to receive dividends during the period
and the maximum offering price per share on the last day of the period. The
results are compounded on a bond equivalent (semi-annual) basis and then they
are annualized. Net investment income per share is equal to the Fund's dividends
and interest earned during the period, reduced by accrued expenses for the
period.
The yield earned by the Fund will be calculated using the following
formula:
6
Yield = 2 [( a-b + 1) + 1]
----
cd
Where:
a = dividends and interest earned during the period.
b = expense accrued for the period (after reductions).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the
period.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic or foreign securities indices. A Fund's yield or total
return and comparisons with these indices may be used in advertisements and in
information furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. These may include rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds. The Lipper performance analysis reflects the reinvestment of
dividends and capital gain distributions but does not take sales charges into
consideration and is prepared without regard to tax consequences.
POWER OF ATTORNEY
We, the undersigned officers and Trustees of The Wright EquiFund Equity
Trust, a Massachusetts business trust, do hereby severally constitute and
appoint H. Day Brigham, Jr., Peter M. Donovan, Alan R. Dynner and A.M. Moody,
III, or any of them, to be true, sufficient and lawful attorneys, or attorney
for each of us, to sign for each of us, in the name of each of us in the
capacities indicated below, and any and all amendments (including post-effective
amendments) to the Registration Statement on Form N-1A filed by The Wright
EquiFund Equity Trust with the Securities and Exchange Commission in respect of
shares of beneficial interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite
our respective signatures.
Name Capacity Date
---- -------- ----
President, Principal
/s/ Peter M. Donovan Executive Officer and
- ------------------------ Trustee March 25, 1998
Peter M. Donovan
Treasurer and Principal
/s/ James L. O'Connor Financial and Accounting
- ------------------------ Officer March 25, 1998
James L. O'Connor
/s/ H. Day Brigham, Jr.
- ------------------------ Trustee March 25, 1998
H. Day Brigham, Jr.
/s/ Judith R. Corchard
- ------------------------ Trustee March 25, 1998
Judith R. Corchard
/s/ Winthrop S. Emmet
- ------------------------ Trustee March 25, 1998
Winthrop S. Emmet
/s/ Leland Miles
- ------------------------ Trustee March 25, 1998
Leland Miles
/s/ A.M. Moody, III
- ----------------------- Trustee March 25, 1998
A.M. Moody, III
/s/ Lloyd F. Pierce
- ----------------------- Trustee March 25, 1998
Lloyd F. Pierce
/s/ Richard E. Taber
- ----------------------- Trustee March 25, 1998
Richard E. Taber
/s/ Raymond Van Houtte
- ----------------------- Trustee March 25, 1998
Raymond Van Houtte
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 3
[NAME] WRIGHT EQUIFUND - BELGIUM/LUXEMBOURG
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 1,053,461
[INVESTMENTS-AT-VALUE] 1,421,182
[RECEIVABLES] 104,497
[ASSETS-OTHER] 2,449
[OTHER-ITEMS-ASSETS] 16,736
[TOTAL-ASSETS] 1,544,864
[PAYABLE-FOR-SECURITIES] 13,113
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 11,448
[TOTAL-LIABILITIES] 24,561
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 985,060
[SHARES-COMMON-STOCK] 159,398
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (19,510)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 187,727
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 367,026
[NET-ASSETS] 1,520,303
[DIVIDEND-INCOME] 99,723
[INTEREST-INCOME] 0
[OTHER-INCOME] (13,508)
[EXPENSES-NET] 131,016
[NET-INVESTMENT-INCOME] (44,801)
[REALIZED-GAINS-CURRENT] 3,686,662
[APPREC-INCREASE-CURRENT] (3,234,301)
[NET-CHANGE-FROM-OPS] 407,560
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 548,401
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 110,942
[NUMBER-OF-SHARES-REDEEMED] 1,438,288
[SHARES-REINVESTED] 53,671
[NET-CHANGE-IN-ASSETS] (17,664,846)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 48,012
[INTEREST-EXPENSE] 2,978
[GROSS-EXPENSE] 166,214
[AVERAGE-NET-ASSETS] 6,353,522
[PER-SHARE-NAV-BEGIN] 13.39
[PER-SHARE-NII] (0.090)
[PER-SHARE-GAIN-APPREC] 1.57
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (5.330)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.54
[EXPENSE-RATIO] 2.17
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 2
[NAME] WRIGHT EQUIFUND -HONG KONG/CHINA
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 6,842,966
[INVESTMENTS-AT-VALUE] 5,977,193
[RECEIVABLES] 1,299,434
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 352
[TOTAL-ASSETS] 7,276,979
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 319,426
[TOTAL-LIABILITIES] 319,426
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8,838,452
[SHARES-COMMON-STOCK] 580,627
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 151,199
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1,166,345)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (865,753)
[NET-ASSETS] 6,957,553
[DIVIDEND-INCOME] 307,068
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 221,466
[NET-INVESTMENT-INCOME] 85,602
[REALIZED-GAINS-CURRENT] 4,142,003
[APPREC-INCREASE-CURRENT] (7,192,367)
[NET-CHANGE-FROM-OPS] (2,964,762)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,590,805
[NUMBER-OF-SHARES-REDEEMED] 3,097,095
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] (27,408,695)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 97,167
[INTEREST-EXPENSE] 3,134
[GROSS-EXPENSE] 252,511
[AVERAGE-NET-ASSETS] 12,878,860
[PER-SHARE-NAV-BEGIN] 16.47
[PER-SHARE-NII] 0.110
[PER-SHARE-GAIN-APPREC] (4.60)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.98
[EXPENSE-RATIO] 1.96
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 4
[NAME] WRIGHT EQUIFUND - JAPAN
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 4,069,827
[INVESTMENTS-AT-VALUE] 3,753,196
[RECEIVABLES] 17,251
[ASSETS-OTHER] 2,091
[OTHER-ITEMS-ASSETS] 193,467
[TOTAL-ASSETS] 3,966,005
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 158,847
[TOTAL-LIABILITIES] 158,847
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 7,337,509
[SHARES-COMMON-STOCK] 556,407
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (30,081)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (3,183,635)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (316,635)
[NET-ASSETS] 3,807,158
[DIVIDEND-INCOME] 74,118
[INTEREST-INCOME] 0
[OTHER-INCOME] (11,118)
[EXPENSES-NET] 194,348
[NET-INVESTMENT-INCOME] (131,348)
[REALIZED-GAINS-CURRENT] (1,503,496)
[APPREC-INCREASE-CURRENT] 1,219,790
[NET-CHANGE-FROM-OPS] (415,054)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2,111,367
[NUMBER-OF-SHARES-REDEEMED] 3,689,979
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] (13,233,781)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 79,721
[INTEREST-EXPENSE] 5,095
[GROSS-EXPENSE] 227,175
[AVERAGE-NET-ASSETS] 10,589,778
[PER-SHARE-NAV-BEGIN] 7.98
[PER-SHARE-NII] (0.100)
[PER-SHARE-GAIN-APPREC] (1.040)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 6.84
[EXPENSE-RATIO] 2.15
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 7
[NAME] WRIGHT EQUIFUND - MEXICO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 19,636,108
[INVESTMENTS-AT-VALUE] 27,109,617
[RECEIVABLES] 277,131
[ASSETS-OTHER] 5,547
[OTHER-ITEMS-ASSETS] 1,087,571
[TOTAL-ASSETS] 28,479,866
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 11,741
[TOTAL-LIABILITIES] 11,741
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 24,001,833
[SHARES-COMMON-STOCK] 3,714,425
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (66,226)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (2,940,991)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 7,473,509
[NET-ASSETS] 28,468,125
[DIVIDEND-INCOME] 423,559
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 442,825
[NET-INVESTMENT-INCOME] (19,266)
[REALIZED-GAINS-CURRENT] 2,649,772
[APPREC-INCREASE-CURRENT] 5,057,394
[NET-CHANGE-FROM-OPS] 7,687,900
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 7,149,107
[NUMBER-OF-SHARES-REDEEMED] (7,528,473)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 6,440,461
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 229,596
[INTEREST-EXPENSE] 13,368
[GROSS-EXPENSE] 492,255
[AVERAGE-NET-ASSETS] 30,629,089
[PER-SHARE-NAV-BEGIN] 5.38
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 2.28
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 7.66
[EXPENSE-RATIO] 1.61
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 1
[NAME] WRIGHT EQUIFUND - NETHERLANDS
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 10,716,896
[INVESTMENTS-AT-VALUE] 12,859,520
[RECEIVABLES] 13,331
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 123,929
[TOTAL-ASSETS] 12,996,780
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 21,928
[TOTAL-LIABILITIES] 21,928
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 10,775,867
[SHARES-COMMON-STOCK] 1,322,354
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] (24,032)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 80,533
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,142,484
[NET-ASSETS] 12,974,852
[DIVIDEND-INCOME] 240,932
[INTEREST-INCOME] 0
[OTHER-INCOME] (36,140)
[EXPENSES-NET] 211,465
[NET-INVESTMENT-INCOME] (6,673)
[REALIZED-GAINS-CURRENT] 789,108
[APPREC-INCREASE-CURRENT] 1,018,221
[NET-CHANGE-FROM-OPS] 1,800,656
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 698,428
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,342,976
[NUMBER-OF-SHARES-REDEEMED] 933,166
[SHARES-REINVESTED] 68,767
[NET-CHANGE-IN-ASSETS] 5,408,824
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 92,173
[INTEREST-EXPENSE] 73
[GROSS-EXPENSE] 229,289
[AVERAGE-NET-ASSETS] 12,303,808
[PER-SHARE-NAV-BEGIN] 8.97
[PER-SHARE-NII] (0.006)
[PER-SHARE-GAIN-APPREC] 1.396
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (0.550)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.81
[EXPENSE-RATIO] 1.86
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000853255
[NAME] THE WRIGHT EQUIFUND EQUITY TRUST
[SERIES]
[NUMBER] 5
[NAME] WRIGHT EQUIFUND - NORDIC
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 2,443,912
[INVESTMENTS-AT-VALUE] 2,741,442
[RECEIVABLES] 13,027
[ASSETS-OTHER] 2,091
[OTHER-ITEMS-ASSETS] 450
[TOTAL-ASSETS] 2,757,010
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 116,620
[TOTAL-LIABILITIES] 116,620
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,282,644
[SHARES-COMMON-STOCK] 208,240
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 29,325
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 30,889
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 297,532
[NET-ASSETS] 2,640,390
[DIVIDEND-INCOME] 64,000
[INTEREST-INCOME] 0
[OTHER-INCOME] (9,741)
[EXPENSES-NET] 89,412
[NET-INVESTMENT-INCOME] (35,153)
[REALIZED-GAINS-CURRENT] 1,059,282
[APPREC-INCREASE-CURRENT] (859,661)
[NET-CHANGE-FROM-OPS] 164,468
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 708,452
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 256,463
[NUMBER-OF-SHARES-REDEEMED] 575,229
[SHARES-REINVESTED] 51,150
[NET-CHANGE-IN-ASSETS] (4,390,586)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 33,550
[INTEREST-EXPENSE] 500
[GROSS-EXPENSE] 140,666
[AVERAGE-NET-ASSETS] 4,461,495
[PER-SHARE-NAV-BEGIN] 14.78
[PER-SHARE-NII] (0.120)
[PER-SHARE-GAIN-APPREC] 0.850
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (2.830)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.68
[EXPENSE-RATIO] 2.15
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>