As filed with the Securities and Exchange Commission on July 27, 1998.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
| | Preliminary proxy statement
|X| Definitive additional materials
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
(Name of Registrant as Specified in Its Charter)
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No filing fee is required
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
- -------------------------------------------------------------------------------
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
(collectively, the "Portfolios")
July 27, 1998
Dear Contractholder:
The board of trustees has called a special meeting of your portfolio's
shareholders for September 23, 1998, to approve a new investment advisory
agreement for the portfolios, to ask shareholders to elect nine trustees to hold
office until their respective successors have been duly elected and qualified
and to ratify the selection of Deloitte & Touche LLP as the trust's independent
public accountant for the fiscal year ending December 31, 1998.
A new investment advisory agreement is required by the federal law that
regulates mutual funds because there has been a change to the ownership of
Wright's parent company, The Winthrop Corporation, as a result of the death of
John Winthrop Wright. The change in control has not resulted in any changes to
the management of Wright, the advisory services that Wright provides to your
portfolio or the rate of the investment advisory fee that your portfolio pays to
Wright.
Your insurance company is the shareholder in the trust. Although you are not
directly a shareholder of the trust, some or all of the value of the variable
insurance contract issued by your insurance company is invested in the
portfolios. Accordingly, you have the right to instruct your insurance company
how to vote the portfolio shares attributable to your contract.
This package contains information about the proposal and the proxy materials for
you to use when voting by mail. Please review the enclosed information and cast
your vote by completing and returning the proxy card in the enclosed, postage
paid envelope. PLEASE VOTE PROMPTLY. IT IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES ARE ATTRIBUTABLE TO YOUR CONTRACT. Voting promptly saves money. If
we do not receive enough votes, we must adjourn the shareholders' meeting and
re-solicit shareholders in an attempt to increase voter participation. This is a
costly process paid for by your fund and, ultimately, by you.
These proposals have been reviewed by the trust's board of trustees, whose
primary role is to represent and protect the interests of shareholders. In the
trustees' judgment, the proposals are fair and reasonable and they recommend
that you vote in favor of them.
If you have any questions, please do not hesitate to call Wright Investors'
Service Distributors, Inc. at 1-888-974-4482. Ask to speak with Terry Moody.
Thank you.
Sincerely,
/S/ Peter M. Donovan
Peter M. Donovan
President and Trustee
YOUR VOTE IS IMPORTANT
Please execute the enclosed proxy card and return
it promptly in the postpaid envelope
provided. THIS WILL SAVE THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION.
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
24 Federal Street
Boston, Massachusetts 02110
Notice of Special Meetings of Shareholders
To Be Held September 23, 1998
A special meeting of shareholders of The Wright Managed Blue Chip Series
Trust (the "trust") will be held at the principal offices of the trust, 24
Federal Street, Boston, Massachusetts 02110, on Wednesday, September 23, 1998
commencing at 10:00 a.m.
(Boston time).
THE MEETING IS BEING HELD FOR THE FOLLOWING PURPOSES:
1. To elect nine trustees to hold office until their respective successors
have been duly elected and qualified. FOR ALL PORTFOLIOS VOTING
TOGETHER.
2. To approve a new investment advisory agreement between Wright
Investors' Service, Inc. and the trust on behalf of each portfolio. FOR
EACH PORTFOLIO VOTING SEPARATELY.
3. To ratify the selection of Deloitte & Touche as the trust's independent
public accountant for the fiscal year ending December 31, 1998. FOR ALL
PORTFOLIOS VOTING TOGETHER.
4. To consider and act upon any matters which may properly come before the
meeting or any adjourned session of the meeting.
The proposals are discussed in greater detail in the accompanying proxy
statement.
The meeting is called pursuant to the by-laws of the trust. The trustees
have fixed the close of business on July 17, 1998 as the record date for the
determination of the shareholders of each portfolio entitled to notice of and to
vote at the meeting and any adjournment thereof.
By Order of the Board of Trustees,
H. Day Brigham, Jr., Secretary
Dated: July 27, 1998
IMPORTANT - SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR PORTFOLIO OF FURTHER SOLICITATIONS TO INSURE A
QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
(collectively, the "portfolios")
24 Federal Street
Boston, Massachusetts 02110
PROXY STATEMENT
For a Special Meeting of Shareholders
A proxy card is enclosed with the notice of the special meeting of the
shareholders of the portfolios to be held on Wednesday, September 23, 1998 for
the benefit of shareholders who do not expect to be present at the meeting. The
proxy is solicited on behalf of the board of trustees of the trust
(collectively, the "trustees") and is revocable by the person giving it at any
time prior to exercise by a signed letter filed with American General Life
Insurance Company ("American General"), P.O. Box 4543, Houston, TX 77210-4543,
or by signing and delivering a later dated proxy. Each shareholder may specify
the manner in which he or she desires the proxy to be voted on the proposals. In
the absence of any specification, the proxy will authorize the persons named as
attorneys, or any of them, to vote in favor of the proposals. American General
is the owner of 100% of each portfolio's shares. American General will vote
these shares as instructed by the holders of the underlying variable contracts,
who are therefore referred to in the proxy materials as "shareholders" for this
limited purpose, subject to the description of voting procedures described on
the proxy card.
This proxy material is first being mailed to shareholders on or about July
27, 1998.
Shareholders of the portfolios are being asked to vote on the proposals as
follows:
Proposals Shareholders Entitled to Vote on Proposals
1. To elect nine trustees All portfolios voting together.
2. To approve a new Each portfolio voting separately.
investment advisory
agreement.
3. To ratify the selection
of Deloitte & Touche LLP All portfolios voting together.
as independent public accountant
<PAGE>
PROPOSAL 1
ELECTION OF TRUSTEES
At a meeting held on June 24, 1998, the trustees, including the trustees
who are not "interested persons" (as defined by the Investment Company Act of
1940, as amended (the "1940 Act")) of the trust (the "independent trustees"),
voted to approve and to recommend to the trust's shareholders that they approve
a proposal to elect nine trustees to the board of trustees of the trust (the
"nominees"). All of the nominees currently serve as trustees of the trust. Mr.
Michael B. Flament served as a trustee until his resignation from that position
on June 24, 1998. Mr. Flament is not a nominee for election to a position of
trustee. Information concerning the nominees and other relevant factors is
discussed below.
Using the enclosed proxy card, a shareholder may authorize the proxies to
vote his or her shares for the nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the nominees. If no
contrary instructions are given, the proxies will vote for the nominees. Each of
the nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any nominee should not be available for election or
able to serve as a trustee, the proxies will exercise their voting power in
favor of a substitute nominee, if any, whom the trustees may designate. The
trust has no reason to believe that it will be necessary to designate a
substitute nominee.
INFORMATION CONCERNING NOMINEES
The following table sets forth each nominee's principal occupation or
employment during the past five years, the date on which he or she first became
a trustee of the trust. As of the record date, no nominee or officer owned
shares of the trust.
<TABLE>
<S> <C> <C>
Name, Age and First Became
Position with The Trust Principal Occupation or Employment a Trustee
Peter M. Donovan* President, Chief Executive Officer and 1993
(age 55) President; Director of Wright and Winthrop;
Trustee; Nominee Vice President, Treasurer and Director of
Wright Investors' Service Distributors, Inc.
H. Day Brigham, Jr.* Retired Vice President, Chairman of the 1993
(age 71) Vice President, Management Committee and Chief Legal Officer
Secretary; Trustee; of Eaton Vance Management ("Eaton Vance"), Eaton
Nominee Vance Corporation ("EVC"), Boston Management
and Research ("BMR") and Eaton Vance, Inc. ("EV")
and Director, EVC and EV; Director of Wright
and Winthrop
Judith R.Corchard* Executive Vice President, Investment Management; 1997
(age 59) Vice President; Senior Investment Officer; Chairman of the
Trustee; Nominee Investment Committee and Director, Wright
and Winthrop
<PAGE>
Name, Age and First Became
Position with The Trust Principal Occupation or Employment a Trustee
Winthrop S. Emmet Retired New York City Attorney at Law; 1993
(age 87) Trustee; Trustee Officer, First City National Bank,
Nominee New York, NY (1963-1971)
Leland F. Miles President Emeritus, University of Bridgeport 1997
(age 74) Trustee; (1987-Present); President University of Bridgeport
Nominee (1974-1987); Director United Illuminating Company
A.M. Moody III * Senior Vice President, Wright and Winthrop; 1993
(age 61) Vice President; President, Wright Investors' Service Distributors, Inc.
Trustee; Nominee
Lloyd F. Pierce Retired Vice Chairman (prior to 1984-President), 1993
(age 79) Trustee; People's Bank, Bridgeport, CT; Member,
Nominee Board of Trustees, People's Bank, Bridgeport, CT;
Board of Directors, Southern Connecticut Gas Company;
Chairman, Board of Directors, COSINE
Richard E. Taber Chairman and Chief Executive Officer 1997
(age 49) Trustee; Nominee of First County Bank, Stamford, CT (1989-present)
Raymond Van Houtte President Emeritus and Counselor of The Tompkins 1993
(age 73) Trustee; County Trust Co., Ithaca, NY (since January 1989);
Nominee President and Chief Executive Officer, The Tomkins
County Trust Company (1973-1988);
President, New York State Bankers
Association (1987-1988); Director,
McGraw Housing Company, Inc., Deanco,
Inc., Evaporated Metal Products and
Tompkins County Area Development, Inc.
</TABLE>
* "Interested person" of the trust as defined in the 1940 Act
The board of trustees held five meetings during the fiscal year ended
December 31, 1997. No trustee attended fewer than 75% of the aggregate of (1)
the total number of board meetings and (2) the total number of meetings held by
all committees of the trustees on which he or she served.
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. This committee met two times
during the last fiscal year. The responsibilities of the independent trustees'
committee include those of an audit committee for 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.
<PAGE>
EXECUTIVE OFFICERS
The table below lists the executive officers of the trust, except for the
President (Mr. Donovan), Vice Presidents (Mr. Brigham, Ms. Corchard and Mr.
Moody) and Secretary (Mr. Brigham). Information about Mr. Donovan, Mr. Brigham,
Ms. Corchard and Mr. Moody is provided under "Information Concerning Nominees."
<TABLE>
<S> <C> <C>
Name, Age and First Became
Position with The Trust Principal Occupation an Officer
James L. O'Connor Vice President of Eaton Vance and EV. 1993
(age 53) Officer of various investment companies
Treasurer managed by Eaton Vance or BMR
Janet E. Sanders Vice President of Eaton Vance and EV. 1993
(age 62) Officer of various investment companies
Assistant Secretary; managed by Eaton Vance or BMR
Assistant Treasurer
A. John Murphy Assistant Vice President of Eaton Vance, 1995
(age 35) BMR and EV since March 1, 1994;
Assistant Secretary employee of Eaton Vance since March 1993.
Officer of various investment companies
managed by Eaton Vance or BMR
Eric G. Woodbury Assistant Vice President of Eaton Vance 1995
(age 40) since February 1993. Officer of various
Assistant Secretary investment companies managed by
Eaton Vance or BMR
William J. Austin, Jr. Assistant Vice President of Eaton Vance and EV. 1991
(age 46) Officer of various investment companies
Assistant Treasurer managed by Eaton Vance or BMR
</TABLE>
REMUNERATION OF OFFICERS AND TRUSTEES
All of the trustees and officers hold identical positions with The Wright
Managed Income Trust, The Wright Managed Equity Trust, The Wright EquiFund
Equity Trust, Catholic Values Investment Trust and The Wright Blue Chip Master
Portfolio Trust. The fees and expenses of the independent trustees (Messrs.
Emmet, Miles, Pierce, Taber and Van Houtte) and of Mr. Brigham are paid by 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
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.
<PAGE>
<TABLE>
COMPENSATION TABLE
<S> <C> <C> <C> <C>
Aggregate
Compensation from Pension Estimated Total
The Wright Managed Benefits Annual Compensation
Trustees Blue Chip Series Trust Accrued Benefits Paid(1)
H. Day Brigham, Jr. $1,250 None None $6,000
Winthrop S. Emmet $1,500 None None $7,000
Leland Miles $ 750 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 Wright Managed Blue Chip Series Trust (4
portfolios) and the other funds in the Wright Fund complex (20 funds) for a
total of 24 funds.
</FN>
</TABLE>
TRUSTEES' RECOMMENDATION
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE TO ELECT EACH OF THE NOMINEES
TO SERVE AS A TRUSTEE.
REQUIRED VOTE
Election of each nominee requires a plurality of votes of the shareholders
present at the meeting, provided that there is a quorum present.
PROPOSAL 2
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
GENERAL
The Winthrop Corporation ("Winthrop") is currently the investment adviser
to each portfolio under an investment advisory contract (the "existing advisory
agreement") with the trust, on behalf of its portfolios, and Winthrop. Pursuant
to a service agreement between Winthrop and its wholly owned subsidiary, Wright
Investors' Service, Inc. ("Wright"), Wright, acting under the general
supervision of the trustees, furnishes each portfolio with investment advice and
management services. Wright is incorporated in Connecticut and is registered as
an investment adviser under the Investment Advisers Act of 1940. Wright's and
Winthrop's principal offices are located at 1000 Lafayette Boulevard,
Bridgeport, Connecticut 06604-4720. The trust's administrator is Eaton Vance
Management, 24 Federal Street, Boston, Massachusetts 02110.
The trust is registered and regulated as an investment company under the
1940 Act. The 1940 Act provides that an investment company's investment advisory
agreement terminates automatically upon its "assignment." Under the 1940 Act, a
direct or indirect transfer of a controlling block of the voting securities of
any entity controlling an investment adviser is deemed to be an assignment. As
described further below, the ownership of Winthrop, a controlling entity of
Wright, has changed and the existing advisory agreement has terminated as a
result of that change.
THE CHANGE OF CONTROL
Winthrop was founded by Mr. John Winthrop Wright and began offering
investment advisory services in 1961. Upon his death in 1996, Mr. Wright was the
only person who owned more than 25% (but less than 50%) of Winthrop's stock. The
1940 Act presumes that owning 25% or more of a company's stock gives the owner
"control" over the company. Since Mr. Wright's death, his stock has been held by
the estate of John Winthrop Wright (the "estate"). On June 11, 1998, Mildred
Gibson Wright, in accordance with her authority as executrix of the estate,
transferred Mr. Wright's stock from the estate to Mr. Wright's intended
beneficiary, The School for Ethical Education (the "distribution").
The School, located at 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604, was founded in 1995 by Mr. Wright as a non-profit, tax-exempt
organization to promote ethical behavior. The School's mission is to promote
"ethics in action" for the creation of positive character and the advancement of
responsible and caring communities. The School provides post-secondary courses
for teachers and parents to teach ethical behavior in schools and communities.
The School is managed by its board of trustees, which has five members, three of
whom are affiliated with Winthrop and Wright.
As a result of the distribution, the School acquired more than 25% of
Winthrop's stock and there has been a change in the control of Winthrop. The
following table describes the persons or entities who own stock in Winthrop and
the percentage that each person votes. The address of each person or entity is
1000 Lafayette Boulevard, Bridgeport, CT 06604-4720.
PERCENTAGE OF STOCK OWNED IN
NAME THE WINTHROP CORPORATION
- -------------------------------------------------------------------------------
The School for Ethical Education 34.5%
Mr. Peter Donovan 18.6%
WIS Holdings Corp. 16.9% (1)
WIS Profit Sharing Plan 13.2%
All Others 16.7% (2)
- -------------------------------------------------------------------------------
(1) WIS Holdings Corp. is a wholly-owned subsidiary of Winthrop.
During her lifetime, Mrs. Wright has the restricted right to direct
voting of WIS Holdings stock.
(2) No other person or entity owns 10% or more of Winthrop stock.
Mr. Donovan, who owns Winthrop stock, and Mrs. Wright, who has voting
rights as to Winthrop stock, also serve as trustees of the School. The School's
board of trustees, including Mr. Donovan and Mrs. Wright, collectively have the
power to vote the Winthrop stock owned by the School. It is possible that Mr.
Donovan and Mrs. Wright could be considered to have voting rights as to more
than 25% of the Winthrop stock and, therefore, to be controlling persons of
Winthrop. However, as trustees of the School, each of them has only one vote on
matters brought before the School's board of trustees, and Mr. Donovan and Mrs.
Wright have not entered into any agreement to exercise voting power in concert.
The trustees of the trust have considered the new ownership structure of
Winthrop and do not believe that either Mr. Donovan or Mrs. Wright controls
Winthrop. However, in the event that a regulatory authority or a court
determines that Mr. Donovan or Mrs. Wright controls Winthrop, the vote by
shareholders to approve the new advisory agreement with Wright will be deemed to
have considered any possible transfer of control to Mr. Donovan and Mrs. Wright.
<PAGE>
To provide for continuity of investment advisory services to the portfolios
as a result of the distribution, the trustees, including the independent
trustees, at a special meeting held on June 24, 1998, voted to approve, and
recommended that each portfolio's shareholders approve, a new investment
advisory agreement (the "new advisory agreement") with Wright. Under the new
advisory agreement, Wright will be the investment adviser and will continue to
provide investment advisory services to the portfolios. APPROVAL OF THE NEW
ADVISORY AGREEMENT WILL NOT INCREASE THE ADVISORY FEE RATE PAID BY EACH
PORTFOLIO.
MATERIAL TERMS OF THE NEW ADVISORY AGREEMENT
The material terms of the new advisory agreement are substantially similar
to those of the existing advisory agreement. The following discussion of the new
advisory agreement is only a summary of the form of the agreement (the form is
identical for each portfolio) attached to the proxy statement as EXHIBIT A. You
should read the entire form of agreement. The date of the initial approval of
the existing advisory agreement was June 16, 1993. The trustees of the trust
approved the continuation of the existing advisory agreement on January 28,
1998. For the fiscal year ended December 31, 1997, Selected Blue Chip Portfolio
and International Blue Chip Portfolio paid advisory fees of $4,203 and $0,
respectively. During this period Wright voluntarily waived all or a portion of
its advisory fee. If Wright had imposed its full advisory fee, the portfolios
would have paid $19,920 and $11,960, respectively.
ADVISORY SERVICES. Under the new advisory agreement and subject to the
supervision and approval of the trustees of the trust, Wright will be
responsible for providing continuously an investment program for each portfolio,
consistent with each portfolio's investment objective, policies and
restrictions. Specifically, Wright will determine what investments shall be
purchased, sold or exchanged by each portfolio, if any, and what portion, if
any, of each portfolio's assets will be held uninvested and will make changes in
each portfolio's investments. Wright will also manage, supervise and conduct the
other affairs and business of each portfolio and any incidental matters,
including supervision of each portfolio's administrator, if any. This is not
changed from the existing advisory agreement.
ADVISORY FEE. Under the new advisory agreement, each portfolio will pay
Wright an annual advisory fee at the rate set forth on Schedule B to the new
advisory agreement at EXHIBIT A. THERE HAS BEEN NO CHANGE TO THE RATE OF
ADVISORY FEE PAID TO WRIGHT BY EACH PORTFOLIO AS A RESULT OF THE CHANGE IN
CONTROL OF WINTHROP.
STANDARD OF CARE. The new advisory agreement provides that Wright will not
be subject to liability for any act or omission in the course of rendering
services under the agreement in the absence of willful misfeasance, bad faith or
gross negligence, or for any losses which may be sustained in the acquisition,
holding or sale of any security or other investment. This is not changed from
the existing advisory agreement.
EXPENSES. Each portfolio is responsible for its own expenses unless
responsibility is expressly assumed by Wright under the new advisory agreement
or by the administrator under the administration agreement. Among other
expenses, each portfolio pays investment advisory fees; bookkeeping, share
pricing and custodian fees and expenses; expenses of the portfolio's
administrator, if any; fees and disbursements of the portfolio's transfer agent
and dividend disbursing agent or registrar, shareholder servicing fees and
expenses; expenses of prospectuses, statements of additional information and
shareholder reports which are furnished to shareholders; legal and auditing
fees; registration and reporting fees and expenses; and trustees' fees and
expenses. Expenses of the trust which relate to more than one portfolio are
allocated among those portfolios in an equitable manner, primarily on the basis
of relative net asset values.
The new advisory agreement states that the trust is responsible for paying
the charges and expenses of the independent public accountants and legal counsel
to the trust and the trustees. This change from the existing advisory agreement
is in keeping with similar language in more modern forms of advisory agreements.
The trust currently pays the charges and expenses of its independent public
accountants and legal counsel and the addition of this language is for
clarification purposes only.
<PAGE>
APPROVAL, TERMINATION AND AMENDMENT PROVISIONS. If approved by the
affirmative vote of a "majority of the outstanding voting securities" (as
described below) of the portfolio ("majority shareholder vote"), the new
advisory agreement will remain in full force and effect until February 28, 2000.
The new advisory agreement will continue in full force and effect as to that
portfolio indefinitely after that date, if this continuance is approved at least
annually (i) by a vote of a majority of the trustees of the trust or by a
majority shareholder vote for that portfolio, and (ii) by the vote of a majority
of the independent trustees of the trust. The new advisory agreement may be
terminated at any time without penalty by a vote of a majority of the
independent trustees of the trust, by a majority shareholder vote for that
portfolio or by Wright on 60 days' written notice to the other party. In
addition, the new advisory agreement will terminate immediately and
automatically if assigned. The new advisory agreement may not be materially
amended without the approval of the trustees and the shareholders. An amendment
would be material if it changed the duties and responsibilities of the parties
under the agreement or increased the fee paid to Wright.
The new advisory agreement no longer recites the specific requirements to
approve, amend or terminate the agreement. Rather, the new advisory agreement
states that approval, amendment or termination of the agreement will be in
accordance with the requirements of the Investment Company Act of 1940, as now
in effect or as hereafter amended, subject, however, to such exemptions as may
be granted by the Securities and Exchange commission by any rule, regulation,
order or interpretive position. The use of this language is intended to permit
the funds to take advantage of interpretive positions of the staff of the
Commission. For example, at some time in the future the staff might conclude
that the requirement that trustees meet "in person" to approve or amend an
advisory agreement could be satisfied by video teleconferencing. Should this
happen, the trust should be able to take advantage of such interpretive
position without having to call a shareholder meeting to amend the advisory
agreement.
REQUIRED VOTE
Approval of the new advisory agreement for a portfolio requires a majority
shareholder vote of that portfolio. Under the 1940 Act, this means that to be
approved for a portfolio, the proposal must receive the affirmative vote of the
lesser of (a) 67% of the shares of that portfolio present at the meeting if the
holders of more than 50% of the outstanding shares of that portfolio are present
or represented by proxy at the meeting, or (b) more than 50% of the outstanding
shares of that portfolio. If the shareholders of one or more portfolios fail to
approve this proposal, the trustees will consider what further action should be
taken.
THE TRUSTEES OF THE TRUST, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, RECOMMEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO VOTE TO APPROVE THIS
PROPOSAL.
The trustees believe that the portfolios will benefit from continuing to
receive the high quality advisory services provided by Wright on the same terms
as they are currently provided. The trustees considered the fact that the new
advisory agreement is substantially similar to the existing advisory agreement
and that the change in control of Wright will not change the advisory services
provided to the portfolios or the rate of the advisory fee paid by each fund to
Wright. The trustees believe that the new advisory agreement and the fees
provided for in the agreement are reasonable, fair and in the best interests of
each portfolio's shareholders.
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has served as the trust's independent
public accountant since the trust began operations. Audit services during the
fiscal year ended December 31, 1997 consisted of examinations of the trust's
financial statements for this period and reviews of the trust's filings with the
SEC.
<PAGE>
The trustees, including the independent trustees, have selected Deloitte &
Touche LLP as the trust's independent public accountants for the fiscal year
ending December 31, 1998, subject to shareholder ratification at the meeting. A
representative of Deloitte & Touche LLP is expected to be available at the
meeting by telephone to make a statement if he or she desires to do so and to
respond to appropriate questions.
REQUIRED VOTE
The ratification of the selection of Deloitte & Touche LLP as the trust's
independent public accountant for the fiscal year ending December 31, 1998
requires a majority shareholder vote of the trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE TRUST VOTE
IN FAVOR OF THE RATIFICATION OF DELOITTE & TOUCHE LLP.
INFORMATION CONCERNING THE MEETING
Each share of your portfolio is entitled to one vote and each fractional
share is entitled to that fractional vote. Shares of your portfolio represented
in person or by proxy, including shares which abstain or do not vote with
respect to a proposal, will be counted for purposes of determining whether there
is a quorum at the meeting. Accordingly, an abstention from voting has the same
effect as a vote against a proposal.
SOLICITATION OF PROXIES
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax or in person by the trustees, officers and
employees of the trust, by personnel of Wright, and American General Life
Insurance Company. The trust may hire a third party solicitation firm to provide
proxy solicitation services at a cost that would be paid together with all other
expenses of the shareholder meeting by the trust.
REVOKING PROXIES
A shareholder signing and returning a proxy has the power to revoke it at
any time before it is exercised:
o By filing a written notice of revocation with American General
Life Insurance Company, P.O.Box 4543, Houston, TX 77210-4543, or
o By returning a duly executed proxy with a later date before the time of
the meeting.
Being present at the meeting alone does NOT revoke a previously executed and
returned proxy.
OUTSTANDING SHARES AND QUORUM
As of July 17, 1998, 249,254 shares of beneficial interest of the Selected
Blue Chip Portfolio and 128,613 shares of beneficial interest of the
International Blue Chip Portfolio were outstanding. Only shareholders of record
on July 17, 1998 (record date) are entitled to notice of and to vote at the
meeting. A majority of the outstanding shares of the portfolio that are entitled
to vote will be considered a quorum for the transaction of business.
OTHER BUSINESS
The trustees knows of no business to be presented for consideration at the
meeting other than the proposals. If other business is properly brought before
the meeting, proxies will be voted according to the best judgment of the persons
named as proxies.
<PAGE>
ADJOURNMENTS
If a quorum is not present in person or by proxy at the time any session of
the meeting is called to order, the persons named as proxies may vote those
proxies that have been received to adjourn the meeting to a later date. If a
quorum is present but there are not sufficient votes in favor of a proposal, the
persons named as proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies concerning that proposal. Any adjournment
will require the affirmative vote of a majority of the portfolio's shares at the
session of the meeting to be adjourned. If an adjournment of the meeting is
proposed because there are not sufficient votes in favor of a proposal, the
persons named as proxies will vote those proxies favoring that proposal in favor
of adjournment, and will vote those proxies against the proposal against
adjournment.
TELEPHONE VOTING
In addition to soliciting proxies by mail, by fax or in person, the trust
may also arrange to have votes recorded by telephone by officers and employees
of the trust or by personnel of the adviser or American General Life Insurance
Company. The telephone voting procedure is designed to verify a shareholder's
identity, to allow a shareholder to authorize the voting of shares in accordance
with the shareholder's instructions and to confirm that the voting instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, these telephone votes would not be counted at the meeting. The
trust has not obtained an opinion of counsel about telephone voting, but is
currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number
in the trust's account records and will be asked to provide the
shareholder's social security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies
to vote his or her shares at the meeting in accordance with the
shareholder's instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the
voting instructions by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote the
shares at the meeting.
EACH PORTFOLIO WILL FURNISH, WITHOUT CHARGE, A COPY OF THE PORTFOLIO'S
ANNUAL REPORT AND ITS MOST RECENT SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON
REQUEST. SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THESE REPORTS SHOULD DIRECT
ALL WRITTEN REQUESTS TO: A.M. MOODY III, PRESIDENT, WRIGHT INVESTORS' SERVICE
DISTRIBUTORS, INC., 1000 LAFAYETTE BOULEVARD, BRIDGEPORT, CT 06604, OR SHOULD
CALL 1-888-974-4482.
SUBMISSION OF SHAREHOLDER PROPOSALS. The trust does not hold an annual
shareholders' meeting. Shareholders who want to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to the secretary of the trust, 24 Federal Street, Boston,
Massachusetts 02110. Proposals must be received by the trust in advance of a
proxy solicitation to be included. The mere submission of a proposal does not
guarantee inclusion in the proxy statement because certain federal securities
law rules must be complied with.
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Dated: July 27, 1998
<PAGE>
EXHIBIT A
Note: The Wright Managed Blue Chip Series Trust will be a party to this
investment management contract together with the other trusts in the group of
Wright managed investment funds.
Form of
INVESTMENT ADVISORY CONTRACT
CONTRACT made this day of 1998, between [NAME OF TRUSTS], each a
Massachusetts business trust (the "Trusts"), on behalf of each series of the
Trusts which the Adviser (defined below) and the Trusts shall agree from time to
time are subject to this Contract, as set forth on Schedule A (collectively, the
"Funds" and individually, the "Fund"), and WRIGHT INVESTORS' SERVICE, INC., a
Connecticut corporation (the "Adviser"):
1. Duties of the Adviser. Each Trust hereby employs the Adviser to act as
investment adviser for and to manage the investment and reinvestment of
the assets of the Funds and, except as otherwise provided in an
administration agreement, to administer the Trust's affairs, subject to
the supervision of the Trustees of the Trust, for the period and on the
terms set forth in this Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
each Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are employees of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent any Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each Trust with such investment management and
supervision as the trust may from time to time consider necessary for the proper
supervision of its funds. As investment adviser to the Funds, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of each
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Trust's Declaration of trust, By-Laws and registration
statement under the Securities Act of 1933 and the Investment Company Act of
1940, all as from time to time amended. The Adviser is authorized, in its
discretion and without prior consultation with the trust, but subject to each
Fund's investment objective, policies and restrictions, to buy, sell, lend and
otherwise trade in any stocks, bonds, options and other securities and
investment instruments on behalf of the funds, to purchase, write or sell
options on securities, futures contracts or indices on behalf of the funds, to
enter into commodities contracts on behalf of the Funds, including contracts for
the future delivery of securities or currency and futures contracts on
securities or other indices, and to execute any and all agreements and
instruments and to do any and all things incidental thereto in connection with
the management of the funds. Should the Trustees of the Trust at any time,
however, make any specific determination as to investment policy for the Funds
and notify the Adviser thereof in writing, the Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Adviser shall
take, on behalf of the Funds, all actions which it deems necessary or desirable
to implement the investment policies of the trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of portfolio
securities for the account of a Fund with brokers or dealers selected by the
Adviser, and to that end the Adviser is authorized as the agent of the Fund to
give instructions to the custodian of the Fund as to deliveries of securities
and payments of cash for the account of a Fund or the Trust. In connection with
the selection of such brokers or dealers and the placing of such orders, the
Adviser shall use its best efforts
<PAGE>
to seek to execute portfolio security transactions at prices which are
advantageous to the funds and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services and products (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to
the Adviser. The Adviser is expressly authorized to cause the Funds to pay any
broker or dealer who provides such brokerage and research service and products a
commission for executing a security transaction which exceeds the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities which the Adviser and its
affiliates have with respect to accounts over which they exercise investment
discretion. Subject to the requirement set forth in the second sentence of this
paragraph, the Adviser is authorized to consider, as a factor in the selection
of any broker or dealer with whom purchase or sale orders may be placed, the
fact that such broker or dealer has sold or is selling shares of the applicable
Fund or Trust or of other investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments and facilities
to be furnished hereunder by the Adviser, each Trust on behalf of each
Fund shall pay to the Adviser on the last day of each month a fee equal
(annually) to the percentage or percentages specified in Schedule B of
the average daily net assets of such Fund throughout the month,
computed in accordance with the Trust's Declaration of Trust,
registration statement and any applicable votes of the Trustees of the
Trust.
If the Contract is initiated or terminated during any month with respect to
any Fund, each Fund's fee for that month shall be reduced proportionately on the
basis of the number of calendar days during which the Contract is in effect and
the fee shall be computed upon the average net assets for the business days the
Contract is so in effect for that month.
The Adviser may, from time to time, agree not to impose all or a part of
the above compensation.
3. Allocation of Charges and Expenses. Each Trust will pay all of its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust shall include, without
limitation, (i) expenses of maintaining the Trust and continuing its existence,
(ii) registration of the Trust under the Investment Company Act of 1940, (iii)
commissions, fees and other expenses connected with the purchase or sale of
securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for those purposes and for distributing them to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) the
administration fee payable to the Trust's administrator, (xix) the charges and
expenses of the independent auditors, (xx) the charges and expenses of legal
counsel to the Trust and the Trustees, (xxi) distribution fees, if any, paid by
a Fund in accordance with Rule 12b-1 under the 1940 Act, and (xxii) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees and officers with respect thereto.
<PAGE>
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Trust are or may be or become interested in the Adviser or
any of its affiliates as directors, officers, employees, stockholders or
otherwise and that directors, officers, employees and stockholders of the
Adviser or any of its affiliates are or may be or become similarly interested in
the Trust, and that the Adviser or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser or any of
its affiliates are or may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Adviser or
any of its affiliates may organize, sponsor or acquire, or with which it may
merge or consolidate, and which may include the words "Wright" or "Wright
Investors" or any combination thereof as part of their names, and that the
Adviser or any of its affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies or
entities.
5. Limitation of Liability of the Adviser. The services of the Adviser to
each Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to any Trust or to any shareholder of
the trust for any act or omission in the course of or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute any Trust's portfolio security transactions, and upon those terms and
conditions as may be agreed upon between the Adviser and the sub-investment
adviser; provided, however, that any subadvisory agreement shall be subject to
approval by the Trustees and by shareholders, if shareholders approval is then
required by the 1940 Act, as now in effect or as hereafter subsequently amended,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation, order or interpretive position.
7. Duration and Termination of this Contract. This Contract shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect as to each Fund up to and
including February 28, 2000 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 2000 is specifically approved at least annually (i) by the vote of
a majority of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund and (ii) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust, in accordance with the requirements of the Investment Company Act of 1940
as now in effect or as hereafter amended, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation, order or interpretive position.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and a Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any Fund
by a writing signed by both parties hereto, provided that no material amendment
to this Contract shall be effective as to that Fund until approved (i) by the
vote of a majority of those Trustees of the affected Trust who are not
interested persons of the Adviser or the
<PAGE>
Trust and (ii) by vote of a majority of the outstanding voting securities
of that fund in accordance with the requirements of the Investment Company Act
of 1940, as now in effect or as hereafter amended, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation, order or interpretive position.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of each Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the applicable Trust for payment of claims or
obligations as between the Trust and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust. No Trust or Fund shall be liable for the obligations of any other Trust
or Fund hereunder.
10. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940, as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per cent or more of the shares of the particular fund present or
represented by proxy at a meeting of shareholders of the fund if the holders of
more than 50 per cent of the outstanding shares of the particular Fund are
present or represented by proxy at the meeting, or (b) more than 50 per cent of
the outstanding interests of the particular Fund, or such other vote as may be
required from time to time by the Investment Company Act of 1940.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
each Trust of the name "Wright" as part of the Trust's name and the name of each
Fund should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright." The
Adviser shall have the right to require a Trust to cease using the name "Wright"
as part of the Trust's name and the name of its Funds if the Trust ceases, for
any reasons, to employ the Adviser or one of its affiliates as the Trust's
investment adviser. Future names adopted by a Trust for itself and its funds,
insofar as such names include identifying words requiring the consent of the
Adviser, shall be the property of the Adviser and shall be subject to the same
terms and conditions.
[NAME OF TRUST] WRIGHT INVESTORS' SERVICE, INC.
By: ___________________________ By: ______________________________
Authorized Officer Authorized Officer
<PAGE>
SCHEDULE A
[Name of Trust]
[Funds Subject to Contract]
<PAGE>
SCHEDULE B
ANNUAL ADVISORY FEE RATES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ANNUAL % ADVISORY FEE RATES
Under $500 Million Over
PORTFOLIOS $500 Million to $1 Billion $1 Billion
Wright Selected Blue Chip Portfolio 0.65% 0.60% 0.55%
Wright International Blue Chip Portfolio 0.80% 0.75% 0.70%
</TABLE>
<PAGE>
EXHIBIT B
OTHER FUNDS MANAGED BY WRIGHT INVESTORS' SERVICE, INC.
Wright provides advisory services to Wright Selected Blue Chip Equity Fund
and Wright International Blue Chip Equity Fund, which have investment objectives
similar to Wright Selected Blue Chip Portfolio and Wright International Blue
Chip Portfolio, respectively. Each fund's net assets and advisory fee rates as
of December 31, 1997 are set forth in the table.
<TABLE>
<CAPTION>
Net Assets Advisory Fee Rate*
----------- -------------------------------------------------------------
Under $100 Mil. $250 Mil. $500 Mil. Over
$100 Mil. to $250 Mil. to $500 Mil. to $1 Bil. $1 Bil.
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wright Selected Blue Chip
Equities Fund $259,410,868** 0.55% 0.69% 0.67% 0.63% 0.58%
Wright International Blue Chip
Equities Fund $257,792,048** 0.75% 0.79% 0.77% 0.73% 0.68%
- ---------------------------------------------------------------------------------------------------------------------
<FN>
* As a result of Wright's voluntary agreement to reduce its advisory fee rate,
the funds paid advisory fees at the following rates as of December 31, 1997:
Selected Blue Chip Fund - 0.63% and International Blue Chip Fund - 0.77%. As of
May 1, 1997, each fund contributed substantially all of its assets to a
corresponding series of the Wright Blue Chip MasterPortfolio Trust and the
corresponding series paid the advisory fee to Wright.
** As of May 1, 1997, represents aggregate assets of fund and corresponding
series of the Master Portfolio Trust.
</FN>
</TABLE>
<PAGE>
EXHIBIT C
Wright Investors' Service, Inc.
Additional Information about Wright.
Directors and Officers. The following table provides information about the
directors and executive officers of Wright.
<TABLE>
<S> <C>
Name & Address Principal Occupation or Employment
H. Day Brigham, Jr. Director, Wright Investors' Service, Inc. Retired as officer
92 Reservoir Ave., Chestnut Hill, MA 02167 and/or director of Eaton Vance and its affiliates.
Judith R. Corchard Executive Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Peter M. Donovan President, Chief Executive Officer and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Eugene J. Helm Executive Vice President and Chief Financial Officer,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Albert L. Meric, Jr. Consultant and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George L. Rommel Senior Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Vincent M. Simko Senior Vice President, Secretary and Director,
1087 Broad St., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George Taylor Director, Wright Investors' Service, Inc.
179 Northwood Rd., Fairfield, CT 06432 Retired.
Mildred Gibson Wright Chairman of the Board of Directors,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
</TABLE>
<PAGE>
[Form of Proxy Card]
American General Life Insurance Company
Separate Account D
Voting Instruction Form
The Wright Managed Blue Chip Series Trust
(the "trust")
This proxy is solicited on behalf of the trustees of the trust for the
Special Meeting of shareholders (the "Meeting") to be held at the offices of the
Trust on Wednesday, September 23, 1998, at 10:00 a.m., Boston time. By signing
this proxy , you appoint American General Life Insurance Company (the "Company")
Separate Account D, with full power of substitution and revocation, to represent
you and to vote all of the shares of [Portfolio] attributable to the variable
contract between you and the Company that you are entitled to vote at the
Meeting and at any adjournments of the Meeting. By signing, you acknowledge that
you received the notice of the Meeting and the accompanying proxy statement and
you instruct the Company to vote the shares as indicated on this proxy. In its
discretion, the proxy is authorized to vote upon other business that properly
comes before the Meeting. Signing this proxy revokes any proxy previously given.
PLEASE SIGN AND DATE THE PROXY , RETURN THE BOTTOM PORTION WITH YOUR
VOTE IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION.
Please indicate your vote by an "X" in the appropriate box.
This proxy , if properly signed, will be voted in the manner you directed.
If you make no direction, this proxy will be voted FOR all proposals.
With respect to those shares for which instructions have not been received
by the Company before the Meeting, the Company will vote those shares in the
affirmative, in the negative, or in abstention, in the same proportion as those
shares for which instructions have been received. Please refer to the proxy
statement for a discussion of the proposals.
<PAGE>
PLEASE MARK VOTES For Withheld For All Except
|X| AS IN THIS EXAMPLE
1. Election of nine trustees [] [] []
INSTRUCTION: To withhold
authority to vote for the individual
nominee, strike a line through his or
her name below:
Peter Donovan
H. Day Brigham
Judith R. Corchard
Winthrop S. Emmet
Leland F. Miles
A.M. Moody III
Lloyd F. Pierce
Richard E. Taber
Raymond Van Houtte
For Against Abstain
2. Approval of the investment advisory [] [] []
agreement with Wright Investors'
Service Inc.
3. Ratification of the selection of [] [] []
Deloitte & Touche LLP as the
independent accountants of the trust
for the fiscal year ending
December 31, 1998
Please be sure to sign and date this Proxy. Date
--------------------
Contract Owner sign here Co-owner
sign here
Please sign exactly as your name appears on this proxy, if joint owners,
EITHER may sign this proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Return the proxy in the enclosed envelope or mail to:
American General Life Insurance Company
Annuity Service Unit
P.O.Box 1401
Houston, TX 77251-1401
