AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29,1998
1933 Act File No. 33-61314
1940 Act File No. 811-7654
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 [x]
POST-EFFECTIVE AMENDMENT NO. 5 [x]
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6 [x]
The Wright Managed Blue Chip Series 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 Prospectus of
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
Part B - The Statement of Additional Information of
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
Part C - Other Information
Signatures
Exhibit Index required by Rule 483(a) under the Securities Act
of 1933
Exhibits
<PAGE>
The Wright Managed Blue Chip Series Trust
Cross Reference Sheet Showing Location in Prospectus
and Statement of Additional Information
of Information Required by Items of the Registration Form
<TABLE>
<CAPTION>
FORM N-1A LOCATION IN PROSPECTUS OR
ITEM NUMBER AND CAPTION STATEMENT OF ADDITIONAL INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Cover Page............................................... Prospectus - Cover Page
2. Synopsis................................................. Prospectus - Shareholder and Portfolio Expenses
3. Condensed Financial Information.......................... Financial Highlights
4. General Description of Registrant........................ Prospectus - Investment Objectgives and Policies; Management of
the Trust; Organization and Capitalization of the Trust
5. Management of the Trust.................................. Prospectus - Management of the Trust
5a. Management's Discussion of Fund Performance.............. Not Applicable
6. Capital Stock and Other Securties........................ Prospectus - Investment Objectives and Policies; Net Asset Value
7. Purchase of Securities Being Offered..................... Prospectus - Net Asset Value; Dividends, Distributions and Taxes;
Purchase and Redemption of Shares
8. Redemption or Repurchase................................. Prospectus - Purchase and Redemption of Shares
9. Pending Legal Proceedings................................ Not Applicable
10. Cover Page............................................... Statement of Additional Information - Cover Page
11. Table of Contents........................................ Statement of Additional Information - Cover Page
12. General Information and History.......................... Statement of Additional Information - Cover Page; General
Information
13. Investment Objectives and Policies....................... Statement of Additional Information - Additional Description of
Investments; Investment Restrictions
14. Management of the Trust.................................. Statement of Additional Information - Management of the Trust
15. Control Persons and Principal Holders of Securities...... Statement of Additional Information - Management of the Trust
16. Investment Advisory and Other Services................... Statement of Additional Information - Management of the Trust
17. Brokerage Allocation and Other Practices................. Statement of Additional Information - Portfolio Transactions
18. Capital Stock and Other Securities....................... Statement of Additional Information - General Information; Net
Asset Value
19. Purchase Redemption and Pricing of Securities Being
Offered................................................. Statement of Additional Information - Net Asset Value
20. Tax Status............................................... Statement of Additional Information - Taxes
21. Underwriters............................................. Not Applicable
22. Calculation of Performance Data.......................... Statement of Additional Information - Performance Information
23. Financial Statements..................................... Financial Statements
</TABLE>
<PAGE>
PART A - Information Required in a Prospectus
Prospectus
- -------------------------------------------------------------------------------
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
24 Federal Street, Boston, MA 02110
The Wright Managed Blue Chip Series Trust (the "Trust") is a diversified,
open-end management investment company that is designed to be the funding
vehicle for various insurance contracts to be offered by participating insurance
companies. Shares of the Trust will be offered exclusively to the separate
accounts of such insurance companies. The two managed investment portfolios of
the Trust (the "Portfolios") and their investment objectives are described
below. Investments in the Portfolios are not guaranteed or insured by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other government agency. Shares of the Portfolios are not obligations or
deposits of, or guaranteed or endorsed by, any bank or other insured depository
institution. Shares of the Portfolios involve investment risks, including
fluctuations in value and the possible loss of some or all of the principal
investment.
Wright Selected Blue Chip Portfolio (WSBCP) seeks long-term capital
appreciation and, as a secondary objective, reasonable current income by
investing primarily in equity securities of well-established U.S.
companies that meet the investment adviser's quality standards.
Wright International Blue Chip Portfolio (WIBCP) seeks long-term capital
appreciation by investing primarily in equity securities of well-established,
non-U.S. companies that meet the investment adviser's quality standards.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Prospectus sets forth the information about the Trust and the
Portfolios that a prospective investor should know before investing. Please read
the Prospectus and retain it for future reference. Additional information
contained in a Statement of Additional Information dated May 1, 1998 has been
filed with the Securities and Exchange Commission and is available upon request
without charge from Wright Investors' Service Distributors, Inc., 1000 Lafayette
Boulevard, Bridgeport, Connecticut 06604 (Telephone: 800-888-9471). The
Statement of Additional Information is incorporated by reference into this
Prospectus.
The date of this Prospectus is May 1, 1998.
<PAGE>
The Wright Managed Blue Chip Series Trust
24 Federal Street
Boston, MA 02110
===============================================================================
Investment Adviser
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Administrator
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
Custodian and Transfer Agent
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, Massachusetts 02110
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PAGE
FINANCIAL HIGHLIGHTS........................ 3
THE TRUST................................... 5
INVESTMENT OBJECTIVES AND POLICIES.......... 6
Wright Selected Blue Chip Portfolio
(WSBCP).................................. 6
Wright International Blue Chip Portfolio
(WIBCP).................................. 7
OTHER INVESTMENT POLICIES................... 8
MANAGEMENT OF THE TRUST..................... 10
The Investment Adviser.................... 10
The Administrator......................... 12
NET ASSET VALUE............................. 13
DIVIDENDS, DISTRIBUTIONS
AND TAXES................................. 13
PURCHASE AND REDEMPTION
OF SHARES................................. 14
PERFORMANCE INFORMATION..................... 15
ORGANIZATION AND
CAPITALIZATION OF THE TRUST............... 15
ADDITIONAL INFORMATION...................... 16
Custodian and Transfer Agent.............. 16
Independent Auditors...................... 16
- -------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offering of any securities
other than the registered securities to which it relates or an offer to any
person in any state or jurisdiction of the United States or any country where
such offer would be unlawful.
<PAGE>
Financial Highlights
The following information should be read in conjunction with the audited
financial statements that appear in the Portfolios' annual report to
shareholders. The Portfolios' 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 Portfolio is contained in its annual
report to shareholders which may be obtained without charge by contacting Wright
Investors' Service Distributors, Inc. at (800) 888-9471.
<TABLE>
<CAPTION>
WRIGHT SELECTED Year Ended December 31,
BLUE CHIP PORTFOLIO -----------------------------------------------------
1997 1996 1995 1994(6)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year................. $ 14.000 $ 11.410 $ 9.320 $ 10.000
--------- --------- --------- --------
Income from Investment Operations:
Net investment income(1)......................... $ 0.110 $ 0.170 $ 0.100 $ 0.092
Net realized and unrealized gain (loss) on investments 3.780 2.430 2.345 (0.712)
--------- --------- --------- --------
Total income (loss) from investment operations. $ 3.890 $ 2.600 $ 2.445 $ (0.620)
--------- --------- --------- --------
Less Distributions to Shareholders:
From net investment income....................... $ - $ (0.010) $ (0.070) $ (0.060)
From net realized gain on investment transactions (2.240) - (0.285) -
--------- --------- --------- --------
Total distributions............................. $ (2.240) $ (0.010) $ (0.355) $ (0.060)
--------- --------- --------- --------
Net asset value, end of year....................... $ 15.650 $ 14.000 $ 11.410 $ 9.320
========= ========= ========= ========
Total Return(3).................................... 32.1% 22.8% 26.3% (6.2%)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted)............ $ 3,425 $ 2,668 $ 2,239 $ 1,452
Ratio of net expenses to average daily net assets(1) 1.30%(4) 1.27%(4) 1.60%(4) 1.15%(2)
Ratio of net investment income to average daily net assets(1) 0.70% 1.14% 0.96% 1.16%(2)
Portfolio Turnover Rate.......................... 40% 68% 64% 74%
Average commission rate paid(5) ................. $ 0.0610 $ 0.0784 - -
<FN>
(1)During each of the periods presented, the Investment Adviser and the
Administrator reduced their fees. Had such actions not been undertaken, the
net investment income (loss) per share and the ratios would have been as
follows:
Net investment income (loss) per share........... $ 0.030 $ 0.066 $ (0.017) $ (0.078)
========= ========= ========= ========
Ratios (As a percentage of average daily net assets):
Expenses........................................ 1.81% 1.97% 2.72% 3.30%(2)
========= ========= ========= ========
Net investment income (loss).................... 0.19% 0.44% (0.16%) (0.99%)(2)
========= ========= ========= ========
(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 payable date. The total investment
return does not reflect expenses that apply to the separate account or
related policies. If these charges had been included, the total return would
be reduced.
(4)During the years ended December 31, 1997, 1996 and 1995, custodian fees were
reduced by credits resulting from cash balances the Portfolio maintained with
the custodian (Note 1D). 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 expenses to average net assets would
have been reduced to 1.15%, 1.06% and 1.15%, 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 for which commissions were charged.
For fiscal years beginning on or after September 1, 1995, the Portfolio is
required to disclose its average commission rate per share for security
trades on which commissions are charged.
(6) For the period from January 6, 1994 (start of business) to December 31,
1994.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WRIGHT INTERNATIONAL Year Ended December 31,
BLUE CHIP PORTFOLIO ------------------------------------------------
1997 1996 1995 1994(6)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year................. $ 11.810 $ 10.60 $ 9.140 $ 10.000
--------- --------- --------- --------
Income from Investment Operations:
Net investment income (loss)(1).................. $ 0.032 $ (0.043) $ 0.003 $ 0.031
Net realized and unrealized gain (loss) on investments 0.588 1.793 0.967 (0.886)
--------- --------- --------- --------
Total income (loss) from investment operations. $ 0.620 $ 1.750 $ 0.970 $ (0.855)
--------- --------- --------- --------
Less Distributions to Shareholders:
From net investment income....................... $ - $ - $ (0.005) $ (0.005)
In excess of net investment income............... - - (0.013) -
From net realized gains on investment transactions (0.630) - - -
Tax distribution from paid-in capital............ - - (0.032) -
--------- --------- --------- --------
Total distributions declared to shareholders.... $ (0.630) $ - $ (0.050) $ (0.005)
--------- --------- --------- --------
Net asset value, end of year....................... $ 11.800 $ 11.810 $ 10.060 $ 9.140
========= ========= ========= =========
Total Return(3).................................... 5.7% 17.4% 10.6% (8.1%)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted)............ $ 1,411 $ 1,457 $ 1,365 $ 1,229
Ratio of net expenses to average daily net assets(1) 2.00%(4 2.31%(4) 2.28%(4) 1.80%(2)
Ratio of net investment income (loss) to average daily
net assets(1).................................. 0.25% (0.42%) 0.06% 0.19%(2)
Portfolio Turnover Rate.......................... 94% 44% 31% 0%
Average commission rate paid(5) ................. $ 0.0361 $ 0.0773 - -
<FN>
(1) During each of the periods presented, the Investment Adviser and
Administrator reduced their fees, and the Investment Adviser was allocated a
portion of the Portfolio's operating expenses. Had such actions not been
undertaken, the net investment loss per share and the ratios would have been
as follows:
Net investment loss per share................... $ (0.262) $ (0.253) $ (0.920) $ (0.434)
========= ========= ========= =========
Ratios (As a percentage of average daily daily net assets):
Expenses........................................ 4.30% 4.37% 4.18% 4.65%(2)
========= ========= ========= =========
Net investment loss............................. (2.05%) (2.47%) (1.85%) (2.66%)(2)
========= ========= ========= =========
(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 payable date. The total investment
return does not reflect expenses that apply to the separate account or
related policies. If these charges had been included, the total return would
be reduced.
(4) During the years ended December 31, 1997, 1996 and 1995, custodian fees were
reduced by credits resulting from cash balances the Portfolio maintained
with the custodian (Note 1D). 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 expenses to average net
assets would have been reduced to 1.85%, 1.85% and 1.96%, 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 for which commissions were
charged. For fiscal years beginning on or after September 1, 1995, the
Portfolio is required to disclose its average commission rate per share for
security trades on which commissions are charged.
(6) For the period from January 6, 1994 (start of business) to December 31,
1994.
</FN>
</TABLE>
<PAGE>
THE TRUST
The Wright Managed Blue Chip Series Trust (the "Trust") is an open-end
management investment company. The Trust consists of two separate diversified
portfolios (each a "Portfolio"), each of which represents a separate pool of
assets and has different investment objectives and policies. Each Portfolio is a
diversified Portfolio. Additional portfolios may be established in the future.
The Trust is designed to be the funding vehicle for variable insurance
contracts (the "Contracts") to be offered by participating insurance companies.
Shares of each Portfolio will be offered exclusively to the separate accounts
(the "Accounts") of participating insurance companies. The terms and conditions
of the Contracts and any limitations upon the Portfolios in which the Accounts
may invest are set forth in a separate prospectus. The Trust reserves the right
to limit in the future the types of Accounts that may invest in any Portfolio.
Participating insurance companies are the record holders and the owners of
each share of beneficial interest in each Portfolio of the Trust. Within the
limitations set forth in the appropriate Contract, Contractholders may direct
through a participating insurance company the allocation of amounts available
for investment under their Contracts among the Trust's Portfolios. Instructions
for any such allocation, or the purchase or redemption of the shares of any
Portfolio, must be made by a participating insurance company as the record
holder of the Trust's shares. The rights of a participating insurance company as
the record holder and the owner of shares of a Portfolio are different from the
rights of a Contractholder. The term "shareholder" in this Prospectus refers to
a participating insurance company and not to the Contractholder.
Wright Investors' Service, Inc. ("Wright") acts as investment adviser to
each Portfolio. Eaton Vance Management ("Eaton Vance") acts as administrator to
the Trust.
Neither of the Portfolios alone constitutes a complete investment program.
=======================
The Prospectuses of the Portfolios are combined in this Prospectus. Each
Portfolio offers only its own shares, yet it is possible that a Portfolio might
become liable for a misstatement in the Prospectus of the other Portfolio. The
Trustees have considered this in approving the use of a combined Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of each Portfolio are described
below. Such investment objectives and the policies are not fundamental policies
and may be changed by the Trustees without the approval of shareholders. If any
changes were made, a Portfolio might have investment objectives different from
the objectives which a Contractholder considered appropriate at the time of
selecting the Portfolio as the underlying investment for the Contract. There can
be no assurance that either of the Portfolios will be able to achieve its
investment objectives.
Wright Selected Blue Chip Portfolio
The investment objective of Wright Selected Blue Chip Portfolio ("WSBCP")
is long-term capital appreciation and, as a secondary objective, reasonable
current income. Under normal market conditions, WSBCP invests at least 80% of
its net assets in selected equity securities, including common stocks, preferred
stocks and convertible securities. Securities selected for WSBCP are drawn from
an investment list prepared by the investment adviser and known as The Approved
Wright Investment List (the "AWIL").
Approved Wright Investment List. The investment adviser maintains a
proprietary database on approximately 5,200 U.S. companies. The investment
adviser reviews such companies to identify those which, on the basis of at least
five years of audited financial statements, meet the minimum standards of
prudence (e.g. the value of each company's assets and shareholders' equity
exceeds certain minimum standards and the company's operations have been
profitable during the last three years) and thus are suitable for consideration
by fiduciary investors. Companies which meet these requirements may be large or
small, have their securities traded on exchanges or in the over-the-counter
market, and include companies not currently paying dividends on their shares.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet the investment adviser's 32 fundamental
standards of investment quality. Only those companies which meet or exceed all
of these standards are eligible for selection by the Wright Investment Committee
for inclusion in the AWIL. See the Appendix to the Statement of Additional
Information for a more detailed description of the investment adviser's
standards for investment quality and the AWIL. All companies on the AWIL are, in
the opinion of the investment adviser, soundly financed "True Blue Chips" with
established records of earnings, profitability and equity growth and active,
liquid markets for their publicly held equity securities. The AWIL normally
includes approximately 350 companies.
The equity securities in which WSBCP invests are limited to those companies
on the AWIL whose current operations reflect characteristics which have been
identified by the investment adviser as being likely to provide comparatively
superior total investment return over the intermediate term. WSBCP purchases
securities which meet WSBCP's investment criteria and increases the amount of
current investments in companies the market values of which are below their
target values. Portfolio securities are generally considered for sale if the
value of such securities exceeds 21/2 times their normal weighting in the
portfolio, or if such securities are no longer included in the AWIL or no longer
meet WSBCP's investment criteria.
<PAGE>
Wright International Blue Chip Portfolio
The investment objective of Wright International Blue Chip Portfolio
("WIBCP") is long-term capital appreciation. Under normal market conditions,
WIBCP invests at least 80% of its net assets in equity securities, including
common stocks, preferred stocks and convertible securities. Securities selected
for WIBCP are limited to those included on an investment list prepared by the
investment adviser and known as the International Approved Wright Investment
List (the "International AWIL").
The International Approved Wright Investment List. The investment adviser
maintains a proprietary database on approximately 12,500 non-U.S. companies from
over 46 countries. The investment adviser reviews such companies to identify
those which, on the basis of at least five years of audited financial
statements, meet the minimum standards of prudence (e.g. the value of a
company's assets and shareholders' equity exceeds certain minimum standards and
the company's operations have been profitable during the last three years) and
thus are suitable for consideration by fiduciary investors. Companies which meet
these requirements may be large or small, have their securities traded on
exchanges or in the over-the-counter market, and include companies not currently
paying dividends.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet the investment adviser's 32 fundamental
standards of investment quality. Only those companies which meet or exceed all
of these standards are eligible for selection for inclusion in the International
AWIL. See the Appendix to the Statement of Additional Information for a more
detailed description of the investment adviser's standards for investment
quality and the International AWIL. All companies on the International AWIL are,
in the opinion of the investment adviser, soundly financed "True Blue Chips"
with established records of earnings, profitability and equity growth and
active, liquid markets for their publicly held equity securities.
WIBCP intends to maintain investments in a minimum of three foreign
countries. WIBCP purchases securities which meet WIBCP's investment criteria and
increases the amount of current investments in companies the market values of
which are below their target values. Portfolio securities are generally
considered for sale if they are no longer included in the International AWIL or
no longer meet WIBCP's investment criteria. WIBCP may purchase equity securities
traded on foreign securities exchanges, or it may purchase American Depositary
Receipts (ADRs) traded in the United States. Shares of WIBCP are suitable for
investors wishing to diversify their portfolios by investing in non-U.S.
companies or for investors who simply wish to participate in non-U.S.
investments. Although the net asset value of WIBCP's shares will be stated in
U.S. dollars, fluctuations in foreign currency exchange rates may affect the
value of an investment in WIBCP.
WIBCP is intended to provide investors with the opportunity to invest in a
portfolio of securities of non-U.S. companies located throughout the world. In
making the allocation of assets among the various countries and geographic
regions, the investment adviser ordinarily considers such factors as prospects
for relative economic growth between foreign countries; expected levels of
inflation and interest rates; government policies influencing business
conditions; the range of individual investment opportunities available to
international investors; and other pertinent financial, tax, social, political
and national factors -- all in relation to the prevailing prices of the
securities in each country or region.
<PAGE>
Foreign Investment Risk. All or a substantial portion of WIBCP's assets
will be invested in securities of foreign companies. Investing in securities of
foreign companies may involve certain 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 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 on foreign markets may be delayed beyond
what is customary in U.S. markets. These considerations generally are of greater
concern in developing countries.
Because investment in foreign issuers will usually involve currencies of
foreign countries, and because WIBCP may be exposed to currency fluctuations
independent of its securities exposure, the value of the assets of the WIBCP as
measured in U.S. dollars will be affected by changes in foreign currency
exchange rates.
OTHER INVESTMENT POLICIES
The Trust has adopted on behalf of each Portfolio 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 affected Portfolio's outstanding voting securities, as defined in the
Investment Company Act of 1940. Among other restrictions, each Portfolio may not
borrow money in excess of 1/3 of the current market value of such Portfolio's
net assets (excluding the amount borrowed), and only for certain temporary or
emergency purposes, invest more than 5% of such Portfolio's total assets taken
at current market value in the securities of any one issuer, purchase more than
10% of the voting securities of any one issuer or invest 25% or more of the
Portfolio's total assets in the securities of issuers in the same industry.
There is, however, no limitation in respect to investments in obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities. No
Portfolio may invest more than 15% of its net assets in illiquid investments.
Repurchase Agreements. Each Portfolio 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 a security agrees to repurchase and
the relevant Portfolio agrees to resell, such security at a specified time and
price. A Portfolio may enter into repurchase agreements only with large,
well-capitalized banks or government securities dealers that meet specified
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 Portfolio 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 Portfolio could
suffer a loss.
<PAGE>
Forward Foreign Currency Exchange Contracts. WIBCP may enter into contracts
to purchase foreign currencies to protect against an anticipated rise in the
U.S. dollar price of securities it intends to purchase. WIBCP may enter into
contracts to sell foreign currencies to protect against the decline in value of
portfolio securities denominated or quoted in a foreign currency, or a decline
in the value of anticipated dividends from such securities, due to a decline in
the value of foreign currencies against the U.S. dollar. Contracts to sell
foreign currency could limit any potential gain which might be realized by WIBCP
if the value of the hedged currency increased. Forward contracts are subject to
the risk that the counterparty to such contract will default on its obligations.
Each Portfolio's transactions in foreign currency exchange contracts may be
limited by the requirements of the Internal Revenue Code for qualification as a
regulated investment company.
Lending Portfolio Securities. Each Portfolio may seek to increase its total
return by lending portfolio securities to broker-dealers or other institutional
borrowers. Such loans are continuously secured by collateral in cash or liquid
securities held by the Portfolio's custodian and maintained on a current basis
at an amount at least equal to the market value of the securities loaned, which
will be marked to market daily. During the existence of a loan, the Portfolio
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 on investment of the collateral, if any. However, the Portfolio
may at the same time pay a transaction fee to such borrowers and administrative
expenses, such as finders fees to third parties. 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. If the investment adviser decides to make securities loans
on behalf of a Portfolio, it is intended that the value of the securities loaned
would not exceed 30% of such Portfolio's total assets.
Defensive Investments. During periods of unusual market conditions, when
the investment adviser believes that investing for temporary defensive purposes
is appropriate, all or a portion of the assets of either Portfolio may be held
in cash or invested in short-term obligations, including but not limited to
short-term obligations issued or guaranteed as to interest and principal by the
U.S. Government or any agency or instrumentality thereof (including repurchase
agreements collateralized by such securities); commercial paper which at the
date of investment is rated A-1 by S&P or P-1 by Moody's, or, if not rated, is
determined 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, are determined 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 and foreign banks the debt obligations of which satisfy the foregoing
rating criteria. Each Portfolio may invest in instruments and obligations of
banks that have other relationships with the Trust, Wright or Eaton Vance. No
preference will be shown towards investing in banks which have such
relationships.
Forward Commitments and When-Issued Securities. Each Portfolio may purchase
when-issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. A Portfolio
entering into such a transaction is required to maintain in a segregated account
with such Portfolio's custodian until the settlement date cash or liquid
securities in an amount sufficient to meet the purchase price. Alternatively,
the Portfolio may enter into offsetting contracts for the forward sale of other
<PAGE>
securities that it owns. Securities purchased or sold on a when-issued or
forward commitment basis involve a risk of loss if the value of the security to
be purchased declines prior to the settlement date or if the value of the
security to be sold increases prior to the settlement date. Although a Portfolio
would generally purchase securities on a when-issued or forward commitment basis
with the intention of acquiring securities for its portfolio, the Portfolio may
dispose of a when-issued security or forward commitment prior to settlement if
the investment adviser deems it appropriate to do so.
MANAGEMENT OF THE TRUST
The Board of Trustees, in addition to reviewing the actions of the
investment adviser and administrator, decides upon general matters of policy for
each Portfolio. The investment adviser and administrator conduct and supervise
the daily operations of the Portfolios.
The Investment Adviser
The Trust has engaged The Winthrop Corporation ("Winthrop") to act as the
Portfolios' investment adviser pursuant to an Investment Advisory Contract.
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
Portfolio 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 Portfolio. 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 Portfolios' 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. Wright, along with
Disclosure International, Inc., manages assets for bank trust departments,
corporations, unions, municipalities, eleemosynary institutions, professional
associations, institutional investors, fiduciary organizations, family trusts
and individuals. Wright operates one of the world's largest and most complete
databases of financial information on 17,700 domestic and international
corporations. The estate of John Winthrop Wright is the controlling shareholder
of Winthrop. At the end of 1996, 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 Portfolio of the Trust. 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.
<PAGE>
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.
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 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 Portfolio's Investment Advisory Contract, each Portfolio 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
<PAGE>
following table. Effective February 1, 1996, Winthrop will cause the
Portfolios to pay to Wright the entire amount of the advisory fee payable by
each Portfolio under the Investment Advisory Contract with Winthrop:
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
- -------------------------------------------------------------------------------------------------------------------
Under $500 Million Over
PORTFOLIOS $500 Million to $1 Billion $1 Billion
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Wright Selected Blue Chip Portfolio (WSBCP) 0.65% 0.60% 0.55%
Wright International Blue Chip Portfolio (WIBCP) 0.80% 0.75% 0.70%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
During the fiscal year ended December 31, 1997, WSBCP and WIBCP paid
advisory fees to Wright at the annual rate of 0.14% and 0.00%, respectively.
Pursuant to the Investment Advisory Contract, Wright also furnishes office
space and all necessary office facilities, equipment and personnel for servicing
the investments of each Portfolio. Each Portfolio is responsible for the payment
of all expenses relating to its operations other than those expressly stated to
be payable by Wright under its Investment Advisory Contract.
Wright places the security transactions for each Portfolio, 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 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 a Portfolio or of other
investment companies for which it acts as investment adviser as a factor in the
selection of broker-dealer firms to execute such transactions.
Wright is also the investment adviser to certain other funds in The Wright
Managed Equity Trust and The Wright Managed Income Trust; all of the funds in
The Wright EquiFund Equity Trust, Catholic Values Investment Trust and the
portfolios in The Wright Blue Chip Master Portfolio Trust.
The Administrator
The Trust engages Eaton Vance as its administrator under an Administration
Agreement. Under the Administration Agreement, Eaton Vance is responsible for
managing the business affairs of each Portfolio, subject to the supervision of
the 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 custodian and transfer agent, providing
assistance in connection with the Trustees' and shareholders' meetings and other
administrative services necessary to conduct each Portfolio's business. Eaton
Vance will not provide any investment management or advisory services to the
Portfolios. For its services under the Administration Agreement, Eaton Vance
receives monthly administration fees from each Portfolio at the annual rates (as
a percentage of average daily net assets of such Portfolio) as follows:
ANNUAL % -- ADMINISTRATION FEE RATES
Under $100 Million Over $100 Million
-----------------------------------------------------
0.05% 0.04%
<PAGE>
For the fiscal year ended December 31, 1997, Eaton Vance made a reduction
of its full administration fee for WIBCP.
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 over $25 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly-held holding
company.
Like most mutual funds, the Portfolios 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 Adviser and 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 Portfolios 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 Portfolios, shareholders or contractholders.
Other Expenses
The Trust will be responsible for all of its expenses not assumed by Wright
under its Investment Advisory Contract or by Eaton Vance under its
Administration Agreement, including, without limitation, the fees and expenses
of its custodian and transfer agent, including those incurred for determining
each Portfolio's net asset value and keeping each Portfolio'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 who are not employees of Wright or Winthrop; and investment advisory
and administration fees. The Trust 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.
NET ASSET VALUE
The net asset value per share of each Portfolio is determined at the close
of regular trading on the New York Stock Exchange (the "Exchange") (normally
4:00 P.M., New York time) on each day that the Exchange is open for trading. The
determination of net asset value per share is made by subtracting from the value
of the assets of a Portfolio the amount of its liabilities, and dividing the
remainder by the number of outstanding shares of a Portfolio. The New York Stock
Exchange is closed on the following holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Portfolio is treated as a separate entity for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Each
Portfolio has qualified and elected to be treated as a "regulated investment
company" for federal income tax purposes under the Code and intends to continue
<PAGE>
to qualify as such. In order to so qualify, each Portfolio must meet certain
requirements with respect to the sources of its income, the diversification of
its assets, and the distribution of its income to shareholders. By so
qualifying, a Portfolio will not be subject to federal income taxes to the
extent that its net investment income and net realized capital gains are
distributed to shareholders in accordance with applicable timing requirements.
It is the intention of each Portfolio to distribute substantially all its
net investment income. Dividends from investment income are expected to be
declared annually. However, the Trustees may decide to declare dividends at
other intervals. Dividends will be distributed in the form of additional full
and fractional shares of the Portfolio and not in cash, but shareholders may
redeem such shares for cash, as described below.
All net realized long- or short-term capital gains of each Portfolio after
reduction by capital losses, including any available capital loss carryforwards,
if any, will be declared and distributed at least annually either during or
after the close of the Portfolio's taxable year and will be reinvested in
additional full and fractional shares of the Portfolio. A Portfolio may be
subject to foreign withholding or other foreign taxes, with respect to income
(possibly including, in some cases, capital gains) derived from securities of
foreign issuers. U.S. income tax treaties with certain countries may eliminate
or reduce the rates of these taxes. The Trust intends to provide the
documentation necessary to achieve the lower treaty rate of withholding whenever
applicable or to seek a refund of amounts withheld in excess of the treaty rate.
For a discussion of the tax treatment of Contractholders with respect to
their Contracts, including the tax treatment of investment earnings of and
withdrawals from the segregated accounts underlying such Contracts, reference
should be made to the prospectus for the Contracts accompanying this Prospectus.
PURCHASE AND REDEMPTION OF SHARES
The shares of each Portfolio are not offered to the public but may be
purchased only by participating insurance companies for their Accounts allocable
to Contracts. Within the limitations set forth in the appropriate Contract,
Contractholders may direct a participating insurance company to purchase or
redeem shares of any Portfolio. Instructions for any such purchase or redemption
of the shares of any Portfolio must be made by a participating insurance company
and Contractholders should not direct instructions or inquiries to the Trust.
The terms and conditions of the Contracts and any limitations upon the
Portfolios in which the Accounts may invest are set forth in a separate
prospectus.
Subject to the foregoing, each Portfolio sells its shares to participating
insurance companies without a sales charge at the net asset value per share of
such Portfolio next determined after the purchase order is received. Each
Portfolio reserves the right to reject any order for the purchase of its shares
or to limit or suspend, without notice, the offering of its shares.
Shares of the Portfolios may be redeemed on any day on which the Trust is
open for business. Each Portfolio redeems its shares at the net asset value per
share of such Portfolio next determined after the redemption request is received
from a participating insurance company. Proceeds of any redemption are delivered
to the participating insurance company within seven days after receipt of the
redemption request. The right to redeem shares of a Portfolio 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
<PAGE>
restricted for any reason, (c) when an emergency exists as a result of which
disposal by such Portfolio of securities owned by it is not reasonably
practicable or it is not reasonably practicable for such Portfolio 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.
Although the Portfolios normally intend to redeem shares in cash, each
Portfolio reserves the right to redeem shares by distributing securities in kind
if deemed advisable by the Trustees. The value of any portfolio securities
distributed upon redemption will be determined in the manner as described under
"Net Asset Value." However, a Portfolio will redeem shares in cash to the extent
that the amount of a Portfolio's shares to be redeemed for the benefit of any
Contractholder within a 90-day period does not exceed the lesser of $250,000 or
1% of the aggregate net asset value of the Portfolio at the beginning of such
period. If portfolio securities are distributed in lieu of cash, the shareholder
will normally incur transaction costs upon the disposition of any such
securities.
PERFORMANCE INFORMATION
From time to time, the Trust may advertise the yield and/or total return of
the Portfolios and may compare the performance of the Portfolios with that of
other mutual funds with similar investment objectives as listed in rankings
prepared by Lipper Analytical Services, Inc., or similar independent services
monitoring mutual fund performance, and with appropriate securities or other
relevant indices. The yield of each Portfolio is computed by dividing its net
investment income per share earned during a recent 30-day period by the maximum
offering price (i.e. net asset value) per share on the last day of the period
and annualizing the resulting figure. The total return of a Portfolio refers to
the average annual compounded rate of return over the stated period that would
equate an initial investment in that Portfolio at the beginning of the period to
its ending redeemable value, assuming reinvestment of all dividends and
distributions and deduction of all recurring charges. The methods used to
calculate total return and yield are described further in the Statement of
Additional Information.
The performance of each Portfolio will vary from time to time in response
to fluctuations in market conditions, interest rates, the composition of the
Portfolio's investments and expenses. Consequently, a Portfolio's performance
figures should not be considered representative of the performance of the
Portfolio for any future period. If the expenses of a Portfolio are reduced by
Wright or Eaton Vance, the Portfolio's performance would be higher.
ORGANIZATION AND CAPITALIZATION OF THE TRUST
The Trust was established in April 1993 as a business trust under
Massachusetts law. The Trust's shares of beneficial interest have no par value.
Shares of the Trust may be issued in series or Portfolios. The Trust currently
has two Portfolios. Each Portfolio's shares may be issued in an unlimited number
by the Trustees. Each share of a Portfolio represents an equal proportionate
beneficial interest in that Portfolio and, when issued and outstanding, the
shares are fully paid and non-assessable by the Trust. 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 Portfolio which they
represent. Voting rights are not cumulative, which means that the holders of
<PAGE>
more than 50% of the shares voting for the election of Trustees can elect 100%
of the Trustees. Shares have no preemptive or conversion rights and are freely
transferable. Upon liquidation of a Portfolio, shareholders are entitled to
share pro rata in the net assets of such Portfolio.
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 will 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 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 by-laws further provide
that under certain circumstances the shareholders may call a meeting to remove a
Trustee and that the Trust is required to provide assistance in communicating
with shareholders about such a meeting.
The rights, if any, of Contractholders to vote the shares of a Portfolio
are governed by the relevant Contract. For information on such voting rights,
see the prospectus describing the Contracts.
ADDITIONAL INFORMATION
Custodian and Transfer Agent
Investors Bank & Trust Company, located at 200 Clarendon Street, Boston,
Massachusetts 02116, acts as the Trust's custodian and transfer agent.
Independent Auditors
Deloitte & Touche LLP, located at 125 Summer Street, Boston, Massachusetts
02110, serves as the Trust's independent auditors.
<PAGE>
PART B
Information Required in a Statement of Additional Information
Statement of Additional Information
The Wright Managed Blue Chip Series Trust
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus dated May 1, 1998, as supplemented from
time to time, which is incorporated herein by reference, for Wright Selected
Blue Chip Portfolio and Wright International Blue Chip Portfolio, each a series
of The Wright Managed Blue Chip Series Trust (the "Trust"). The Prospectus may
be obtained from Wright Investors' Service Distributors, Inc., 1000 Lafayette
Boulevard, Bridgeport, Connecticut 06604 (Telephone: 800-888-9471). Unless
otherwise defined herein, capitalized terms have the meanings given to them in
the Prospectus.
Table of Contents
PAGE
- ----------------------------------------------------------------------------
GENERAL INFORMATION....................... 2
ADDITIONAL DESCRIPTION OF INVESTMENTS..... 2
INVESTMENT RESTRICTIONS................... 6
PERFORMANCE INFORMATION................... 7
Total Return........................... 7
Yield.................................. 8
PORTFOLIO TRANSACTIONS.................... 9
MANAGEMENT OF THE TRUST................... 10
Officers and Trustees.................. 10
The Investment Adviser................. 13
The Administrator...................... 14
Custodian.............................. 15
Independent Certified Public
Accountants........................... 16
Legal Matters.......................... 16
NET ASSET VALUE........................... 16
TAXES..................................... 17
Federal Income Taxes................... 17
FINANCIAL STATEMENTS...................... 19
APPENDIX.................................. 20
No person has been authorized to give any information or to make any
representation not contained in this Statement of Additional Information or in
the Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized. This Statement of Additional
Information does not constitute an offering of any securities other than the
registered securities to which it relates or an offer to any person in any state
or other jurisdiction of the United States or any country where such offer would
be unlawful.
The date of this Statement of Additional Information is May 1, 1998.
<PAGE>
GENERAL INFORMATION
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 only the interests
of a particular Portfolio are affected, a majority of such Portfolio's
outstanding shares. The Trustees are authorized to make amendments to the
Declaration of Trust that do not have a material adverse effect on the interests
of shareholders. The Trust may be terminated (i) upon the sale of the Trust's
assets to another investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the Trustees 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 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 Trust has been advised by counsel that the risk of any
shareholder incurring any liability for the obligations of a Trust is extremely
remote. The Trust's investment adviser does not consider this risk to be
material.
ADDITIONAL DESCRIPTION OF INVESTMENTS
The investment objectives and policies of each of the Portfolios are
described in the Prospectus. The following is a description of certain of the
Trust's investment policies and the portfolio securities in which certain
Portfolios may invest.
U.S. Government, Agency and Instrumentality Securities -- U.S. Government
securities are issued by the 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
("GNMA"), the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers
<PAGE>
Home Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association. Except for
U.S. Government obligations, the securities issued or guaranteed by U.S.
agencies and instrumentalities may or may not be backed by the full faith and
credit of the United States. If the obligation is not backed by the full faith
and credit of the United States, the Portfolio must look principally to the
agency or instrumentally issuing or guaranteeing the obligation for its
repayment and may not be able to assert a claim against the United States itself
in the event that the agency or instrumentality does not meet its obligations.
The U.S. Government does not guarantee the yield or value of any Portfolio's
investments or shares.
Corporate Obligations -- As described in the Prospectus, each Portfolio may
invest, subject to certain limitations, in corporate debt obligations. Rated
obligations must be rated in the two highest rating categories by a nationally
recognized statistical rating organization for money market instruments in any
portfolio, "AA" by Moody's or "Aa" by S&P. Unrated obligations must be
determined by the investment adviser to be of comparable quality.
Foreign Securities -- WIBCP may invest in foreign securities. Investing in
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 risk of possible adverse changes in exchange
control regulations, expropriation or confiscatory taxation, limitation on
removal of funds or other assets of WIBCP, 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.
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 (particularly those located in developing countries) may be less liquid
and more volatile than securities of comparable U.S. companies. 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 -- WIBCP may engage in foreign
currency exchange transactions. Investments in securities of foreign companies
whose principal business activities are located outside of the United States
will frequently involve currencies of foreign countries. In addition, assets of
WIBCP may temporarily be held in bank deposits in foreign currencies during the
completion of investment programs. Therefore, the value of WIBCP'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 WIBCP
values its assets daily in U.S. dollars,
<PAGE>
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. WIBCP 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. WIBCP 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 WIBCP at one rate, while
offering a lesser rate of exchange should WIBCP desire to resell that currency
to the dealer. WIBCP does not intend to speculate in foreign currency exchange
rates.
As an alternative to spot transactions, WIBCP may enter into contracts to
purchase or sell foreign currencies at a future date ("forward contracts") or
purchase currency call or put options. 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, WIBCP will use segregated accounts for forward
purchase transactions. WIBCP intends to enter into such contracts only on net
terms. The purchase of a put or call option is an alternative to the purchase or
sale of forward contracts and will be used if the option premiums are less then
those in the forward contract market.
WIBCP may enter into forward contracts or purchase currency options only
under two circumstances. First, when WIBCP enters into a contract for the
purchase or sale of a security denominated in a foreign currency, it may desire
to "lock in" the U.S. dollar 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 amount of foreign currency involved in the underlying
security transaction ("transaction hedging"). Such forward contract transactions
will enable WIBCP to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased or
sold and the date of payment for the security.
Second, when the investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, WIBCP may enter into a forward contract to sell, for a fixed amount of
U.S. dollars, the amount of foreign currency approximating the value of some or
all of the securities 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.
WIBCP'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 WIBCP's total assets committed to the consummation of forward contracts
involving the purchase of forward currency. If the value of the securities
placed in the segregated account declines, additional cash or securities will be
<PAGE>
placed in the account on a daily basis so that the value of the amount will
equal the amount of WIBCP's commitments with respect to such contracts.
At the maturity of a forward contract, WIBCP may elect to sell the
portfolio security and make delivery of the foreign currency. Alternatively,
WIBCP 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 WIBCP to purchase additional foreign currency on the spot market
(and bear the expense of such purchase) if WIBCP intends to sell the security
and the market value of the security is less than the amount of foreign currency
that WIBCP 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 WIBCP is obligated to deliver.
If WIBCP retains the portfolio security and engages in an offsetting
transaction, WIBCP will incur a gain or a loss (as described below) to the
extent that there has been a change in forward contract prices. If WIBCP 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 WIBCP 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, WIBCP 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 contract prices increase,
WIBCP 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.
WIBCP will not speculate in forward contracts and will limit its
transactions in such contracts to those described above. Of course, WIBCP is not
required to enter into such transactions with respect to portfolio securities
quoted or denominated in a foreign currency and will not do so unless deemed
appropriate by its investment adviser. This method of protecting the value of
WIBCP'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 WIBCP 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.
Lending Portfolio Securities -- A Portfolio would have the right to call a
loan and obtain the securities loaned at any time on up to five business days'
notice. A Portfolio would not have the right to vote any securities having
voting rights during the existence of a loan, but would call the loan in
anticipation of an important vote to be taken among holders of the securities or
the giving or withholding of their consent on a material matter affecting the
investment.
Borrowings -- Each Portfolio may borrow money in an amount equal to 1/3 of
its net assets for temporary or emergency purposes or for the clearance of
transactions. A Portfolio will not purchase additional securities while such
borrowings exceed 5% of such Portfolio's total assets.
<PAGE>
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust on
behalf of each Portfolio and may be changed only by the vote of a majority of a
Portfolio's outstanding voting securities, as defined in the 1940 Act.
Accordingly, each Portfolio may not:
(1) Borrow money in excess of 1/3 of the current market value of the net
assets of such Portfolio (excluding the amount borrowed) and then 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 such Portfolio is permitted to incur;
(2) Pledge, mortgage or hypothecate its assets, except to secure permitted
borrowings. For purposes of this restriction, collateral arrangements
with respect to options, futures contracts and options on futures
contracts shall not be deemed to be a mortgage, pledge or
hypothecation);
(3) Invest more than 5% of its total assets taken at current market value
in the securities of any one issuer or purchase more than 10% of the
voting securities of any one issuer;
(4) Purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Trust or its
investment adviser who own individually more than 1/2 of 1% of the
issuer's securities;
(5) Purchase securities on margin or make short sales, except that such
Portfolio may make short sales against the box;
(6) Buy or sell real estate, commodities, or commodity contracts unless
acquired as a result of ownership of securities; except that the
Portfolio may purchase and sell futures contracts on securities,
indices, currency and other financial instruments and options on
futures contracts;
(7) Purchase any securities which would cause more than 25% of the market
value of such Portfolio's 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 insofar as the
Trust may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;
(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 for the Portfolio in accordance with the
Portfolio's investment objective and policies may be deemed to be
loans;
<PAGE>
(10) Purchase from or sell to any of its Trustees and officers, its
administrator, investment adviser, or principal underwriter, if any, or
the officers and directors of said administrator, investment adviser or
principal underwriter, portfolio securities; or
(11) Issue senior securities, except as permitted under (1).
In addition to the foregoing fundamental investment restrictions, each
Portfolio has adopted the following nonfundamental policies which reflect the
intentions of the Trustees under current circumstances. Unlike the fundamental
investment restrictions, these policies may be changed at any time by the
Trustees without shareholder approval. Each Portfolio will not: purchase oil,
gas or other mineral leases or purchase partnership interests in oil, gas or
other mineral exploration or development programs; purchase warrants of any
issuer if, as a result, more than 2% of the value of its total assets would be
invested in warrants which are not listed on the New York or American Stock
Exchanges and more than 5% of the value of its total assets would be invested in
warrants, such warrants in each case to be valued at the lesser of cost or
market, but assigning no value to warrants acquired by such Portfolio in units
or attached to securities; or enter into repurchase agreements maturing in more
than seven days or invest in illiquid or restricted securities if, as a result,
more than 15% of the Portfolio's net assets would be invested in such repurchase
agreements and securities.
If a percentage restriction contained in the Portfolio's investment
restrictions or policies 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 Portfolio's net assets will not be considered a
violation of such restrictions.
PERFORMANCE INFORMATION
Each Portfolio may from time to time report its yield and total return in
advertisements, reports to shareholders and other sales material. Total return
and yield will be computed as described below.
Total Return
The average annual total return of each Portfolio is determined for a
particular period by calculating the actual dollar amount of investment return
on a $1,000 investment in the Portfolio made at the maximum public offering
price (i.e. 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 Portfolio during that period. This calculation assumes that all dividends
and distributions are reinvested at net asset value on the reinvestment dates
during the period. The formula can be expressed as follows:
1
Ending Value --
--------------- n
Average Annual Total Return = [ (Starting Value) - 1 ] x 100
where Starting Value equals $1,000 and n = number of years.
In addition, each Portfolio may provide total return information for other
designated periods, such as for the most recent six months or most recent 12
months. This total return information is computed as described above except that
no annualization is made.
<PAGE>
The average annual total return of each Portfolio for the one-year period
ended December 31, 1997 and from inception to December 31, 1997 are shown in
the table below:
<TABLE>
<CAPTION>
One Year Inception To Inception
Ended 12/31/97 12/31/97 Date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wright Selected Blue Chip Portfolio 32.1% 17.8% 1/6/94
Wright International Blue Chip Portfolio 5.7% 5.7% 1/6/94
- ---------------------------------------------------------------------------------------------------
<FN>
1 During the periods ended December 31, 1997, the operating expenses of the
Portfolios were reduced either by a reduction of the investment adviser fee, the
administrator fee, or the allocation of expenses to the investment adviser, or a
combination of these. Had such actions not been undertaken, the Portfolios would
have had lower returns.
2 The total investment return does not reflect expenses that apply to the
separate account or policies. If these charges had been included, the total
return would be reduced.
Yield
</FN>
</TABLE>
The yield of each Portfolio is computed by dividing its net investment
income per share earned during a recent 30-day period by the maximum offering
price (i.e. net asset value) per share on the last day of the period and
annualizing the resulting figure. Net investment income per share is equal to
the dividends and interest earned on a Portfolio's assets during the period,
with the resulting number being divided by the average daily number of shares
outstanding and entitled to receive dividends during the period.
The formula is as follows:
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 accumulation units outstanding during the
period.
d = the maximum offering price per accumulation unit on the last
day of the period.
NOTE: "a" is calculated for stocks by dividing the stated dividend rate for
each security held during the period by 360. "a" is estimated for debt
securities other than mortgage certificates by dividing the year-end market
value times the yield to maturity by 360. "a" for mortgage securities, such as
GNMAs, is the actual income earned. Neither discount nor premium has been
amortized.
For the 30-day period ended December 31, 1997, the yield of WSBCP was 0.53%.
Total return, yield and effective yield are based on historical earnings
and are not intended to indicate future performance. Total return and yield will
vary based on changes in market conditions and the level of expenses.
<PAGE>
A Portfolio's yield or total return may be compared to the Consumer Price
Index and various domestic securities indices. A Portfolio'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 Portfolio's performance made by
independent sources may be used in advertisements and in information furnished
to present or prospective shareholders. These include the rankings prepared by
Lipper Analytical Services, Inc., an independent service which monitors the
performance of mutual funds. The Lipper performance analysis includes the
reinvestment of dividends and capital gain distributions, but does not take
sales charges into consideration and is prepared without regard to tax
consequences.
PORTFOLIO TRANSACTIONS
The investment adviser places the security transactions for each Portfolio,
which in some cases may be effected in block transactions which include other
accounts managed by the investment adviser. The investment adviser provides
similar services directly for bank trust departments and other investment
companies. In some instances, allocation of the securities to be purchased or
sold, and the expenses in connection with such transaction, is made in a manner
the investment adviser considers to be most equitable and consistent with its
fiduciary obligations to the Trust and such other clients. Such allocation may
adversely affect the size of the position obtainable by a Portfolio.
The investment adviser seeks to execute portfolio security transactions on
the most favorable terms and in the most effective manner possible. In seeking
best execution, the investment adviser 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 Portfolios may give consideration to those firms
which supply brokerage and research services, quotations and statistical and
other information to the investment adviser for use in servicing their accounts
or firms which purchase its investment services. 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 the investment adviser in servicing all or less than all of its
accounts and the services and information furnished by a particular firm may not
necessarily be used in connection with the account which paid brokerage
commissions to such firm. The advisory fee paid by the Portfolios to the
investment adviser is not reduced as a consequence of its receipt of such
services and information. While such
<PAGE>
services and information are not expected to reduce the investment
adviser's normal research activities and expenses, the investment adviser would,
through use of such services and information, avoid the additional expenses
which would be incurred if it attempted to develop comparable services and
information through its own staff.
Under the Investment Advisory Contract, the investment adviser 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 Investment Advisory Contract expressly
authorizes the selection of a broker or dealer which charges a Portfolio 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.
Subject to the requirement that the investment adviser shall use its best
efforts to seek to execute each Portfolio's security transactions at
advantageous prices and at reasonably competitive commission rates, the
investment adviser, as indicated above, is authorized to consider as a factor in
the selection of any broker-dealer firm with whom a Portfolio's orders may be
placed the fact that such firm has sold or is selling shares of the Portfolio or
of other investment companies sponsored by the investment adviser.
During the fiscal years ended December 31, 1997, 1996 and 1995, the
Portfolios paid the following amounts on brokerage commissions:
1997 1996 1995
- -------------------------------------------------------------------------------
WSBCP(1) $3,558 $6,192 $3,551
WIBCP(1) $8,692 $3,221 $2,768
- -------------------------------------------------------------------------------
(1) Start of business, January 6, 1994.
MANAGEMENT OF THE TRUST
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"), or Eaton Vance's parent company, Eaton
Vance Corp. ("EVC"), or Eaton Vance's Trustee, Eaton Vance, Inc. ("EV"), by
virtue of their affiliation with the Trust, Wright, Winthrop, Eaton Vance, 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
<PAGE>
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 Director, 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, Investment Management: Senior Investment Officer;
Chairman of the Investment Committee and Director Wright and Winthrop. Ms.
Corchard was appointed a Trustee of the Trust on December 10, 1997.
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
MICHAEL F. FLAMENT (50), Trustee*
Senior Vice President - Investment and Economic Analysis of Wright. Mr. Flament
was elected a Trustee of the Trust on June 17, 1997.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
LELAND F. MILES (74), Trustee
President Emeritus,University of Bridgeport (1987-Present); President
University of Bridgeport (1974-1987); Director, United Illuminating Company. Mr.
Miles as appointed a Trustee of the Trust on June 17, 1997.
Address: 332 North Cedar Road, Fairfield, CT 06430
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
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
<PAGE>
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 Tompkins County Area Development, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
JAMES L. O'CONNOR (53), Treasurer
Vice President of Eaton Vance 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 Secretary and Assistant Treasurer
Vice President of Eaton Vance 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 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 and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
All of the Trustees and officers, except Michael F. Flament, 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 those Trustees
(Messrs. Emmet, Miles, Pierce, Taber and Van Houtte) who are not "interested
persons" of the Trust and of Mr. Brigham are paid by the Portfolios. 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.
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
Aggregate Compensation Pension Estimated Total
From The Wright Managed Benefits Annual Compensation
Trustees Blue Chip Series 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 $ 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 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>
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.
The Investment Adviser
The Trust has engaged The Winthrop Corporation ("Winthrop"), to act as the
Portfolio's investment adviser pursuant to an Investment Advisory Contract.
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
Portfolio 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 Portfolio. 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 each Portfolio's business.
Pursuant to the Investment Advisory Contract, Wright will carry out the
investment and reinvestment of the assets of the Portfolios, will furnish
continuously an investment program with respect to the Portfolios, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations. Wright will furnish to the Portfolios 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 Portfolio is obligated to pay a monthly advisory
fee calculated at the rates set forth in the Portfolio's current Prospectus.
<PAGE>
The following table sets forth the net assets of each Portfolio as at
December 31, 1997, and the advisory fee earned during the fiscal years ended
December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Aggregate Fee Earned Fee Earned Fee Earned
Net for the Fiscal for the Fiscal for the Fiscal
Assets Year Ended Year Ended Year Ended
PORTFOLIOS 12/31/97 12/31/97 12/31/96 12/31/95
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wright Selected Blue Chip Portfolio (WSBCP)(1) $3,425,031 $19,920 $16,989 $11,367
Wright International Blue Chip Portfolio
(WIBCP)(2) $1,410,688 $11,960 $10,298 $ 9,690
- -----------------------------------------------------------------------------------------------------------------
<FN>
(1) For the fiscal year ended December 31, 1997, WSBCP made a reduction of its
advisory fee in the amount of $15,717. For the fiscal years ended December
31, 1996 and 1995, WSBCP made a reduction of its advisory fee in the full
amount of such fee and Wright was allocated $0 and $7,494, respectively, of
expenses related to the operation of such Portfolio.
(2) For the fiscal years ended December 31, 1997, 1996 and 1995, WIBCP made a
reduction of its advisory fee in the full amount of such fee and Wright was
allocated $21,630, $15,486 and $12,813, respectively, of expenses related to
the operation of such Portfolio.
</FN>
</TABLE>
The Administrator
The Trust has engaged Eaton Vance to act as the administrator for each
Portfolio. For its services under the Administration Agreement, Eaton Vance
receives monthly administration fees based on the net assets of each Portfolio
at the annual rates set forth in the Portfolio's current Prospectus. The
following table sets forth the administration fees that would have been earned,
absent a fee reduction, from each Portfolio for the fiscal years ended December
31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Administration Fees Paid
for the Fiscal Year Ended December 31
PORTFOLIOS 1997 1996(1) 1995(1)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Wright Selected Blue Chip Portfolio (WSBCP) $1,532 $1,307 $874
Wright International Blue Chip Portfolio (WIBCP) $ 747 (1) $ 644 $606
- ------------------------------------------------------------------------------------------------------
(1) Eaton Vance made a reduction of the administration fee in the full amount.
</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
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of
<PAGE>
which are Messrs. Gardner, Hawkes, Rowland, 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 April 30, 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 and Whitaker each 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 Agreements.
In addition, Eaton Vance owns all the stock of Northeast Properties, Inc.,
which is engaged in real estate investment. EVC owns all of the stock of Fulcrum
Management, Inc. and MinVen, Inc., which are engaged in precious metal mining
venture investment and management. EVC also owns approximately 21% of the Class
A shares of Lloyd George Management (B.V.I.) Limited, a registered investment
adviser. EVC, EV, Eaton Vance and BMR may also enter into other businesses.
The Trust's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1999. The Trust's Investment Advisory
Contract may be continued with respect to a Portfolio 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
outstanding shares of that Portfolio. The Trust's Administration Agreement may
be continued from year to year after February 28, 1999 so long as such
continuance is approved annually by the vote of a majority of the Trustees. Each
agreement may be terminated as to a Portfolio 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 Portfolio,
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,
Massachusetts, acts as custodian for each of the Portfolios. IBT, directly or
through subcustodians, has the custody of all cash and securities of the
Portfolios, maintains the Portfolios' general ledgers and computes daily the net
asset value per share of each Portfolio. In such capacity it attends to details
in connection with the sale, exchange, substitution, transfer or other dealings
with the Portfolios' investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Portfolios.
<PAGE>
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.
Legal Matters
Certain legal matters are passed on for the Trust by Hale and Dorr LLP, 60
State Street, Boston, Massachusetts 02109.
NET ASSET VALUE
Portfolio securities for which the primary market is on a domestic or
foreign exchange or which are traded over-the-counter and quoted on the NASDAQ
System will be valued at the last sale price on the day of valuation or, if
there was no sale that day, at the last reported bid price, using prices as of
the close of trading. Portfolio securities not quoted on the NASDAQ System that
are actively traded in the over-the-counter market, including listed securities
for which the primary market is believed to be the over-the-counter market, will
be valued at the most recently quoted bid price provided by the principal market
makers.
With respect to WIBCP, foreign securities traded outside the United States
are generally valued as of the time their trading is completed, which is usually
different from the close of the New York Stock Exchange. Occasionally, events
affecting the value of such securities may occur between such times and the
close of the New York Stock Exchange that will not be reflected in the
computation of WIBCP's net asset value. If events materially affecting the value
of such securities occur during such period, these securities will be valued at
their fair value according to procedures decided upon in good faith by the
Trustees. All securities and other assets of WIBCP initially quoted or
denominated in foreign currencies will be converted to U.S. dollar values at the
mean of the bid and offer prices of such currencies against U.S. dollars last
quoted on a valuation date by any recognized dealer.
In the case of any securities which are not actively traded, reliable
market quotations may not be considered to be readily available. These
investments are stated at fair value as determined under the direction of the
Trustees. Such fair value is expected to be determined by utilizing information
furnished by a pricing service which determines valuations for normal,
institutional-size trading units of such securities using methods based on
market transactions for comparable securities and various relationships between
securities which are generally recognized by institutional traders.
If any securities held by a Portfolio are restricted as to resale, their
fair value will be determined following procedures approved by the Trustees. The
Trustees periodically review such procedures. The fair value of such securities
is generally determined to be the amount which the Portfolio could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period
<PAGE>
of time. The valuation procedures applied in any specific instance are
likely to vary from case to case. However, consideration is generally given to
the financial position of the issuer and other fundamental analytical data
relating to the investment and to the nature of the restrictions on disposition
of the securities (including any registration expenses that might be borne by
the Portfolio in connection with such disposition). In addition, specific
factors are also generally considered, such as the cost of the investment, the
market value of any unrestricted securities of the same class (both at the time
of purchase and at the time of valuation), the size of the holding, the prices
of any recent transactions or offers with respect to such securities and any
available analysts' reports regarding the issuer.
Notwithstanding the foregoing, short-term debt securities with maturities
of 60 days or less will be valued at amortized cost.
TAXES
Federal Income Taxes
In order to qualify as a regulated investment company as described in the
Prospectus, a Portfolio must, among other things, (1) derive at least 90% of its
gross income in each taxable year from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stocks
or securities or foreign currencies, or other income (including but not limited
to gains from options and forward contracts) derived with respect to its
business of investing in such stocks or securities and (2) diversify its
holdings in compliance with the diversification requirements of Subchapter M of
the Code so that, at the end of each quarter of the Portfolio's taxable year,
(a) at least 50% of the market value of the Portfolio's total assets is
represented by cash, U.S. Government securities and other securities limited in
respect of any one issuer to not more than 5% of the value of the Portfolio's
total (gross) assets and to 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 is
invested in securities of any one issuer (other than U.S. Government securities)
or certain other issuers controlled by the Portfolio.
As a regulated investment company, a Portfolio will not be subject to
federal income tax on net investment income and net capital gains (short- and
long-term), if any, that it distributes to its shareholders if at least 90% of
its investment company taxable income (i.e., all of its net taxable income other
than the excess, if any, of net long-term capital gain over net short-term
capital loss ("net capital gain")), for the taxable year is distributed in
accordance with applicable timing requirements, but will be subject to tax at
regular corporate rates on any investment company taxable income or net capital
gain that is not so distributed. In general, dividends will be treated as paid
when actually distributed, except that dividends declared in October, November
or December and made payable to shareholders of record in such a month will be
treated as having been received by shareholders on December 31, if the dividend
is paid in the following January. Each Portfolio intends to satisfy the
distribution requirement in each taxable year. A Portfolio's distributions from
investment company taxable income and net capital gain are generally treated as
ordinary income and long-term capital gain, respectively, under the Code.
Insurance companies should consult their own tax advisers
<PAGE>
regarding the tax rules governing their treatment upon receipt of these
distributions and the proceeds of share redemptions (including exchanges).
Each Portfolio will not be subject to federal excise tax or the related
distribution requirements for any taxable year in which all of its shares are
held by segregated asset accounts of life insurance companies held in connection
with variable contracts or are attributable to certain "seed money" in
accordance with Section 4982(f) of the Code.
Investment by a Portfolio in the stock of a "passive foreign investment
company" may cause the Portfolio 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 that would ameliorate
some of these adverse tax consequences.
Each Portfolio intends to comply with the diversification requirements
imposed by Section 817(h) of the Code and the regulations thereunder. These
requirements, which are in addition to the diversification requirements imposed
on a Portfolio by the 1940 Act and Subchapter M of the Code, place certain
limitations on the assets of each separate account and, because Section 817(h)
and those regulations treat the assets of the Portfolio as assets of the related
separate account, the assets of a Portfolio, that may be represented by any one,
two, three and four investments. Specifically, the regulations provide that,
except as permitted by the "safe harbor" described below, as of the end of each
calendar quarter or within 30 days thereafter no more than 55% of the total
assets of a Portfolio may be represented by any one investment, no more than 70%
by any two investments, no more than 80% by any three investments and no more
than 90% by any four investments. For this purpose, all securities of the same
issuer are considered a single investment, and each U.S. Government agency and
instrumentality is considered a separate issuer. Section 817(h) provides, as a
safe harbor, that a separate account will be treated as being adequately
diversified if the diversification requirements under Subchapter M are satisfied
and no more than 55% of the value of the account's total assets are cash and
cash items (including receivables), U.S. Government securities and securities of
other regulated investment companies. Failure by a Portfolio to both qualify as
a regulated investment company and satisfy the Section 817(h) requirements would
generally result in treatment of the variable contract holders other than as
described in the applicable variable contract prospectus, including inclusion in
ordinary income of income accrued under the contracts for the current and all
prior taxable years. Any such failure may also result in adverse tax
consequences for the insurance company issuing the contracts.
The Trust may therefore find it necessary to take action to seek to ensure
that a Contract continues to qualify as a Contract under federal tax laws,
although the insurance company that maintains each segregated asset account is
responsible for ensuring that the assets held in that account satisfy the
diversification requirements of Section 817(h) of the Code and the applicable
regulations and the Trust itself can control only the assets held within the
Portfolios. The Trust, for example, may be required to alter the investment
objectives of a Portfolio or substitute the shares of one Portfolio for those of
another. No such change of investment objectives or substitution of securities
will take place without notice to the shareholders of the affected Portfolio.
<PAGE>
The Portfolios are not subject to Massachusetts corporate excise or
franchise tax. Provided that a Portfolio qualifies as a regulated investment
company under the Code, it will also not be required to pay any Massachusetts
income tax.
FINANCIAL STATEMENTS
=============================================================================
Registrant incorporates by reference the audited financial
information for the Trust contained in the Trust's shareholder
report for the fiscal year ended December 31, 1997 as
previously filed electronically with the Securities and
Exchange Commission (Accession Number 0000715165-98-000004)
<PAGE>
APPENDIX
===============================================================================
Wright Quality Ratings
Wright Quality Ratings provide a means by which Wright evaluates certain
fundamental criteria for the measurement of the quality of an issuer's
securities.
Each rating is based on 32 individual measures of quality which can be
grouped into four components: (1) Investment Acceptance, (2) Financial Strength,
(3) Profitability and Stability, and (4) Growth. The total rating is three
letters and a numeral. The three letters measure (1) Investment Acceptance, (2)
Financial Strength, and (3) Profitability and Stability. Each letter reflects a
composite measurement of eight individual standards which are summarized as A:
Outstanding, B: Excellent, C: Good, D: Fair, L: Limited, and N: Not Rated. The
numeral rating reflects Growth and is a composite of eight individual standards
ranging from 0 to 20.
Equity Securities
Investment Acceptance reflects the acceptability of a security by and its
marketability among investors, and the liquidity of the market for such
securities.
Financial Strength represents the amount, adequacy and liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratio of
invested equity capital to debt, the adequacy of net working capital, its fixed
charges coverage ratio and other appropriate criteria.
Profitability and Stability measures the record of a corporation's
management in terms of (1) the rate and consistency of the net return on
shareholders' equity capital investment at corporate book value, and (2) the
profits or losses of the corporation during generally adverse economic periods,
including its ability to withstand adverse financial developments.
Growth measures the growth per common share of the corporation's equity
capital, earnings, and dividends, rather than the corporation's overall growth
of revenues and income.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
<PAGE>
Debt Securities
Wright ratings for commercial paper, corporate bonds and bank certificates
of deposit consist of the two central positions of the four position
alphanumeric corporate equity rating. The two central positions represent those
factors which are particularly relevant to fixed income and reserve investments.
The first letter rating of the Wright four-part alphanumeric corporate
rating is not included in the ratings of fixed income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
A-1 and P-1 Commercial Paper Ratings
by Standard & Poor's and Moody's
A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
`A': Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety. The
`A-1' designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
Issuers (or related supporting institutions) rated P-1 by Moody's have a
superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
<PAGE>
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information.
Bond Ratings
In addition to Wright quality ratings, bonds or bond insurers may be
expected to have credit risk ratings assigned by the two major rating companies,
Moody's and Standard & Poor's. Moody's uses a nine-symbol system with Aaa being
the highest rating and C the lowest. Standard & Poor's uses a 10-symbol system
that ranges from AAA to D. Bonds within the top four categories of Moody's (Aaa,
Aa, A, and Baa) and of Standard & Poor's (AAA, AA, A, and BBB) are considered to
be of investment-grade quality. Only the top three grades are acceptable for the
taxable Income Funds and only the top two grades are acceptable for the tax-free
Income Funds. Note that both Standard & Poor's and Moody's currently give their
highest rating to issuers insured by the American Municipal Bond Assurance
Corporation (AMBAC) or by the Municipal Bond Investors Assurance Corporation
(MBIA).
Bonds rated A by Standard & Poor's have a strong capacity to pay principal
and interest, although they are somewhat more susceptible to the adverse effects
of change in circumstances and economic conditions than debt in higher-rated
categories. The rating of AA is accorded to issues where the capacity to pay
principal and interest is very strong and they differ from AAA issues only in
small degree. The AAA rating indicates an extremely strong capacity to pay
principal and interest.
Bonds rated A by Moody's are judged by Moody's to possess many favorable
investment attributes and are considered as upper medium grade obligations.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater degree or there may be other elements present which make the long-term
risks appear somewhat larger. Bonds rated Aaa by Moody's are judged to be of the
best quality. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issuers.
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A:
Financial Highlights for Wright Selected Blue Chip Portfolio and
Wright International Blue Chip Portfolio for the three years ended
December 31, 1997 and for the period from the start of business,
January 6, 1994 to December 31, 1994.
Included in Part B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT FOR THE FUNDS DATED
DECEMBER 31,1997, FILED ELECTRONICALLY PURSUANT TO SECTION
30(b)(2) OF THE INVESTMENT COMPANY ACT OF 1940 (Accession No.
0000715165-98-000004).
For Wright International Blue Chip Portfolio and Wright Selected
Blue Chip Portfolio :
Portfolio of Investments as of December 31, 1997
Statements of Assets and Liabilities as of December 31, 1997
Statements of Operations for the year ended December 31, 1997
Statements of Changes in Net Assets for each of the two years
ended December 31, 1997
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) (a) Amended and Restated Declaration of Trust dated September
16, 1993 filed as Exhibit (1)(a) to Post Effective Amendment
No. 4 filed April 30, 1997 and incorporated herein by
reference.
(b) Form of Amended and Restated Establishment and Designation of
Series of Shares filed as Exhibit (1)(b) herewith.
(2) By-laws filed as Exhibit (2) to Post Effective Amendment No. 4
filed April 30, 1997 and incorporated herein by reference.
(3) Not Applicable
(4) Not Applicable
(5) (a) Investment Advisory Contract dated August 10, 1993 between
the Registrant and Wright Investors' Service filed as Exhibit
(5)(a) to Post-Effective Amendment No. 4 filed April 29, 1996
and incorporated herein by reference.
(b) Amended and Restated Administration Agreement between the
Registrant and Eaton Vance Management dated February 1, 1998
filed as Exhibit (5)(b) herewith.
(6) Not Applicable
(7) Not Applicable
<PAGE>
(8) (a) Custodian Agreement dated August 10, 1993 with
Investors Bank & Trust Company filed as Exhibit (8)(a) to
Post-Effective Amendment No. 4 filed April 29, 1996 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. 4 filed April 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. 4 filed April 29, 1996 and
incorporated herein by reference.
(10) Opinion of Hale and Dorr dated April 7, 1998 filed as Exhibit (10)
herewith.
(11) Consent of Independent Public Accountants filed as Exhibit (11
herewith.
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) The Performance Information of the Registrant is Incorporated by
Reference from Part B, the Statement of Additional Information.
(17) Power of Attorney dated March 25, 1998 filed as Exhibit (17)
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 Selected Blue Chip Portfolio (WSBCP) 1
Wright International Blue Chip Portfolio (WIBCP) 1
- -------------------------------------------------------------------------------
Item 27. Indemnification
Except for the Amended and Restated Declaration of Trust dated September 16,
1993 establishing the Registrant as a Trust under Massachusetts law, there is no
contract, arrangement or statute under which any director, officer, underwriter
or affiliated person of the Registrant is insured or indemnified. The
Declaration of Trust provides that no Trustee or officer will be indemnified
against any liability of which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.
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.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the information set forth under the caption "Management of
the Trust" in the Statement of Additional Information, which information is
incorporated herein by reference.
Item 29. Principal Underwriter
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, 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
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
Wight 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 Commonwealth
of Massachusetts on the 28th day of April, 1998.
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
By: Peter M. Donovan*
----------------------------------
Peter M. Donovan, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its 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 and 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
Michael F. Flament* Trustee
- ----------------------
Michael F. Flament
Leland F. Miles* Trustee
- ----------------------
Leland F. 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) (b) Form of Amended and Restated Establishment and Designation of
Series of Shares.
(5) (b) Amended and Restated Administration Agreement between the
Registrant and Eaton Vance Management dated February 1, 1998.
(10) Opinion of Hale and Dorr dated April 7, 1998
(11) Consent of Independent Certified Public Accountants.
(17) Power of Attorney dated March 25, 1998.
FORM OF
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Amended and Restated
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
WHEREAS, pursuant to an Amended and Restated Establishment and Designation
of Series dated September 16, 1993, the Trustees of The Wright Managed Blue Chip
Series Trust, a Massachusetts business trust (the "Trust"), redesignated the
shares of beneficial interest of the Trust into six separate series (or
Portfolios); and
WHEREAS, the Trustees now desire to terminate and liquidate, effective May
1, 1998, two (2) of its existing series, i.e. Wright Managed Money Market
Portfolio and Wright Government Obligations Portfolio, and to terminate and
liquidate, effective May , 1998, two (2) of its existing series, i.e. Wright
Near Term Bond Portfolio and Wright Total Return Bond Portfolio, pursuant to
Section 5.5. (viii) of Article V 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 5.5. (viii) of Article V of the Declaration of Trust, hereby redivide
the shares of beneficial interest of the Trust into the following separate
series (or Portfolios) of the Trust, each Portfolio to have the following
special and relative rights:
1. The Portfolios shall be designated as follows:
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
2. Each Portfolio 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 Portfolio ("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 Portfolio shall be entitled to vote and shall represent a pro rata
beneficial interest in the assets allocated to that Portfolio, all as provided
in the Declaration of Trust. The proceeds of sales of shares of a Portfolio,
together with any income and gain thereon, less any diminution or expenses
thereof, shall irrevocably belong to that Portfolio, unless otherwise required
by law. Each share of a Portfolio shall be entitled to receive its pro rata
share of net assets of that Portfolio upon liquidation of that Portfolio.
3. Shareholders of each Portfolio 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.
4. The assets and liabilities of the Trust shall be allocated among the
above referenced Portfolios as set forth in Section 5.5. of Article V of the
Declaration of Trust, except as provided below.
(a) Costs incurred by the Trust 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 Portfolio shares, shall (if
applicable) be borne by the respective Portfolios of the Trust and deferred and
amortized over the five year period beginning on the date that such Portfolio
commences operations.
<PAGE>
-2-
(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 Portfolio shall be allocated among the Portfolios 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 Portfolios.
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 Portfolio now or hereafter created, or to
otherwise change the special and relative rights of any such Portfolio, and to
terminate any Portfolio or add additional Portfolios as provided in the
Declaration of Trust.
______________________________ ______________________________
Peter M. Donovan Leland Miles
______________________________ ______________________________
H. Day Brigham, Jr. A. M. Moody, III
______________________________ ______________________________
Judith R. Corchard Lloyd F. Pierce
______________________________ ______________________________
Winthrop S. Emmet Richard E. Taber
______________________________ ______________________________
Michael F. Flament Raymond Van Houtte
__________________, 1998
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of February, 1998, by and between The Wright
Managed Blue Chip Series 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) the
investment advisory fee payable to the Trust's investment adviser, and (xix)
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 MANAGED BLUE CHIP EATON VANCE MANAGEMENT
SERIES TRUST
By: /s/ Peter M. Donovan By: /s/ Benjamin A. Rowland, Jr.
-------------------------- ------------------------------
President Vice President,
and not individually
<PAGE>
-4-
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
SCHEDULE A
February 1, 1998
Wright Near Term Bond Portfolio
Wright Total Return Portfolio
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
Wright Managed Money Market Portfolio
Wright Government Obligations Portfolio
<PAGE>
-5-
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
SCHEDULE B
February 1, 1998
FEE STRUCTURE
-------------
Under Over
$100 Million $100 Million
------------ ------------
Wright Near Term Bond Portfolio 0.05% 0.04%
Wright Total Return Portfolio 0.05% 0.04%
Wright Selected Blue Chip Portfolio 0.05% 0.04%
Wright International Blue Chip Portfolio 0.05% 0.04%
Wright Managed Money Market Portfolio 0.05% 0.04%
Wright Government Obligations Portfolio 0.05% 0.04%
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 Managed Blue Chip Series Trust
24 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
The Wright Managed Blue Chip Series Trust (the "Trust") is a Massachusetts
business trust created under a Declaration of Trust dated, executed and
delivered in Boston, Massachusetts on April 15, 1993, as amended and restated on
September 16, 1993, 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 V,
Section 5.1 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 Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered in their discretion to issue shares of any series for such
consideration, whether cash or other property, and on such terms as the Trustees
may deem appropriate or advisable, all without action or approval of the
shareholders. Pursuant to Article V, Section 5.5 of the Declaration of Trust,
the Trustees have established two separate series of shares designated "Wright
Selected Blue Chip Portfolio" and "Wright International Blue Chip Portfolio".
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 Managed Blue Chip Series 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 written
obligation, contract, instrument, certificate, share, other security of the
Trust or a series thereof or undertaking 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
EXHIBIT 11
Independent Auditors' Consent
We consent to the use in this Post-Effective Amendment No. 5 to the
Registration Statement (1933 Act File No. 33-61314) of The Wright Managed Blue
Chip Series 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
POWER OF ATTORNEY
We, the undersigned officers and Trustees of The Wright Managed Blue Chip
Series 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
Managed Blue Chip Series 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/ Michael F. Flament
- ------------------------ Trustee March 25, 1998
Michael F. Flament
/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] 0000901382
[NAME] WRIGHT MANAGED BLUE CHIP SERIES TRUST
[SERIES]
[NUMBER] 3
[NAME] WRIGHT SELECTED BLUE CHIP PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 2,468,289
[INVESTMENTS-AT-VALUE] 3,356,322
[RECEIVABLES] 3,519
[ASSETS-OTHER] 1,785
[OTHER-ITEMS-ASSETS] 74,776
[TOTAL-ASSETS] 3,436,402
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 11,371
[TOTAL-LIABILITIES] 11,371
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,188,405
[SHARES-COMMON-STOCK] 218,888
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 40,694
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 307,899
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 888,033
[NET-ASSETS] 3,425,031
[DIVIDEND-INCOME] 56,638
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 35,120
[NET-INVESTMENT-INCOME] 21,518
[REALIZED-GAINS-CURRENT] 307,898
[APPREC-INCREASE-CURRENT] 521,436
[NET-CHANGE-FROM-OPS] 850,852
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 427,615
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 19,861
[NUMBER-OF-SHARES-REDEEMED] 26,212
[SHARES-REINVESTED] 34,653
[NET-CHANGE-IN-ASSETS] 756,567
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 19,920
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 55,438
[AVERAGE-NET-ASSETS] 3,066,793
[PER-SHARE-NAV-BEGIN] 14.00
[PER-SHARE-NII] 0.110
[PER-SHARE-GAIN-APPREC] 3.780
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (2.240)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 15.65
[EXPENSE-RATIO] 1.30
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000901382
[NAME] WRIGHT MANAGED BLUE CHIP SERIES TRUST
[SERIES]
[NUMBER] 4
[NAME] WRIGHT INTERNATIONAL BLUE CHIP PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 1,125,897
[INVESTMENTS-AT-VALUE] 1,326,748
[RECEIVABLES] 38,585
[ASSETS-OTHER] 1,781
[OTHER-ITEMS-ASSETS] 74,836
[TOTAL-ASSETS] 1,441,950
[PAYABLE-FOR-SECURITIES] 25,180
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 6,082
[TOTAL-LIABILITIES] 31,262
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1,134,367
[SHARES-COMMON-STOCK] 119,536
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 5,001
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 70,543
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 200,777
[NET-ASSETS] 1,410,688
[DIVIDEND-INCOME] 34,620
[INTEREST-INCOME] 0
[OTHER-INCOME] (3,263)
[EXPENSES-NET] 27,617
[NET-INVESTMENT-INCOME] 3,740
[REALIZED-GAINS-CURRENT] 70,743
[APPREC-INCREASE-CURRENT] 16,476
[NET-CHANGE-FROM-OPS] 90,959
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 81,308
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 20,821
[NUMBER-OF-SHARES-REDEEMED] (32,123)
[SHARES-REINVESTED] 7,439
[NET-CHANGE-IN-ASSETS] (46,384)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 11,960
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 64,275
[AVERAGE-NET-ASSETS] 1,494,821
[PER-SHARE-NAV-BEGIN] 11.81
[PER-SHARE-NII] 0.032
[PER-SHARE-GAIN-APPREC] 0.588
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (0.630)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.80
[EXPENSE-RATIO] 2.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
