As filed with the Securities and Exchange Commission on July 9, 1998.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement
|_| Definitive additional materials
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
(Name of Registrant as Specified in Its Charter)
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No filing fee is required
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
===============================================================================
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
(collectively, the "portfolios")
July 27, 1998
Dear Contractholder:
The board of trustees has called a special meeting of your portfolio's
shareholders for September 23, 1998, to approve a new investment advisory
agreement for the portfolios, to ask shareholders to elect nine trustees to hold
office until their respective successors have been duly elected and qualified
and to ratify the selection of Deloitte & Touche LLP as the trust's independent
public accountant for the fiscal year ending December 31, 1998.
A new investment advisory agreement is required by the federal law that
regulates mutual funds because there has been a change to the ownership of
Wright's parent company, The Winthrop Corporation, as a result in the death of
John Winthrop Wright. The change in control has not resulted in any changes to
the management of Wright, the advisory services that Wright provides to your
portfolio or the rate of the investment advisory fee that your portfolio pays to
Wright.
Your insurance company is the shareholder in the trust. Although you are not
directly a shareholder of the trust, some or all of the value of the variable
insurance contract issued by your insurance company is invested in the
portfolios. Accordingly, you have the right to instruct your insurance company
how to vote the portfolio shares attributable to your contract.
This package contains information about the proposal and the proxy materials for
you to use when voting by mail. Please review the enclosed information and cast
your vote by completing and returning the proxy card in the enclosed, postage
paid envelope. Please vote promptly. It is extremely important, no matter now
many shares are attributable to your contract. Voting promptly saves money. If
we do not receive enough votes, we must adjourn the shareholders' meeting and
re- solicit shareholders in an attempt to increase voter participation. This is
a costly process paid for by your fund and, ultimately, by you.
These proposals have been reviewed by the trust's board of trustees, whose
primary role is to represent and protect the interests of shareholders. In the
trustees' judgment, the proposals are fair and reasonable and they recommend
that you vote in favor of them.
If you have any questions, please do not hesitate to call Wright Investors'
Service Distributors, Inc. at 1-888-974-4482. Ask to speak with Terry Moody.
Thank you.
Sincerely,
Peter M. Donovan
President and trustee
YOUR VOTE IS IMPORTANT
Please execute the enclosed proxy card and return it promptly in the
postpaid envelope provided. This will save the additional expense of further
solicitation.
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
===============================================================================
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
24 Federal Street
Boston, Massachusetts 02110
Notice of Special Meeting of Shareholders
To Be Held September 23, 1998
A special meeting of shareholders of The Wright Managed Blue Chip
Series Trust (the "trust") will be held at the principal offices of the trust,
24 Federal Street, Boston, Massachusetts 02110, on Wednesday, September 23, 1998
commencing at 10:00 a.m. (Boston time).
The meeting is being held for the following purposes:
1. To elect nine trustees to hold office until their respective
successors have been duly elected and qualified. FOR ALL
PORTFOLIOS VOTING TOGETHER.
2. To approve a new investment advisory agreement between Wright
Investors' Service, Inc. and the trust on behalf of each
portfolio. FOR EACH PORTFOLIO VOTING SEPARATELY.
3. To ratify the selection of Deloitte & Touche as the trust's
independent public accountants for the fiscal year ending
December 31, 1998. FOR ALL PORTFOLIOS VOTING TOGETHER.
4. To consider and act upon any matters which may properly come
before the meeting or any adjourned session of the meeting.
The proposals are discussed in greater detail in the accompanying proxy
statement.
The meeting is called pursuant to the by-laws of the trust. The
trustees have fixed the close of business on July 17, 1998 as the record date
for the determination of the shareholders of each portfolio entitled to notice
of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Trustees,
H. Day Brigham, Jr., Secretary
Dated: July 27, 1998
IMPORTANT - SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR PORTFOLIO OF FURTHER SOLICITATIONS TO INSURE A
QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
==============================================================================
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Wright Selected Blue Chip Portfolio
Wright International Blue Chip Portfolio
(collectively, the "portfolios")
24 Federal Street
Boston, Massachusetts 02110
PROXY STATEMENT
For a Special Meeting of Shareholders
A proxy card is enclosed with the notice of the special meeting of the
shareholders of the portfolios to be held on Wednesday, September 23, 1998 for
the benefit of shareholders who do not expect to be present at the meeting. The
proxy is solicited on behalf of the board of trustees of the trust
(collectively, the "trustees") and is revocable by the person giving it at any
time prior to exercise by a signed letter filed with the transfer agent,
Investors' Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02111, by signing and delivering a later dated proxy, or by attending the
meeting and voting the shares in person. Each shareholder may specify the
manner in which he or she desires the proxy to be voted on the proposals. In
the absence of any specification, the proxy will authorize the persons named as
attorneys, or any of them, to vote in favor of the proposals. American General
Life Insurance Company ("American General") is the owner of 100% of each
portfolio's shares. American General will vote these shares as instructed by
the holders of the underlying variable contracts, who are therefore referred to
in the proxy materials as "shareholders" for this limited purpose, subject to
the description of voting procedures described on the proxy card.
This proxy material is first being mailed to shareholders on or about
July 27, 1998.
Shareholders of the portfolios are being asked to vote on the
proposals as follows:
Proposals Shareholders Entitled to Vote on Proposals
1. To elect nine trustees All portfolios voting together.
2. To approve a new investment Each portfolio voting separately.
advisory agreement
3. To ratify the selection of All portfolios voting together
Deloitte & Touche LLP as
independent public accountants
PROPOSAL 1
ELECTION OF TRUSTEES
At a meeting held on June 24, 1998, the trustees, including the
trustees who are not "interested persons" (as defined by the Investment Company
Act of 1940, as amended (the "1940 Act")) of the trust (the "independent
trustees"), voted to approve and to recommend to the trust's shareholders that
they approve a proposal to elect nine trustees to the board of trustees of the
trust (the "nominees"). All of the nominees currently serve as trustees of the
trust. Mr. Michael B. Flament served as a trustee until his resignation from
that position on June 24, 1998. Mr. Flament is not a nominee for election to a
position of trustee. Information concerning the nominees and other relevant
factors is discussed below.
<PAGE>
Using the enclosed proxy card, a shareholder may authorize the proxies
to vote his or her shares for the nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the nominees. If no
contrary instructions are given, the proxies will vote for the nominees. Each
of the nominees has consented to his or her nomination and has agreed to serve
if elected. If, for any reason, any nominee should not be available for
election or able to serve as a trustee, the proxies will exercise their voting
power in favor of a substitute nominee, if any, whom the trustees may
designate. The trust has no reason to believe that it will be necessary to
designate a substitute nominee.
Information Concerning Nominees
The following table sets forth each nominee's principal occupation or
employment during the past five years, the date on which he or she first became
a trustee of the trust. As of the record date, no nominee owned shares of the
trust.
<TABLE>
Name, Age and First
Position with the Principal Occupation Became a
Trust or Employment Trustee
- ------------------ --------------------- ----------
<S> <C> <C>
Peter M. Donovan* President, Chief Executive Officer and Director of Wright 1993
(age 55) President; and Winthrop; Vice President, Treasurer and Director of
Trustee; Nominee Wright Investors' Service Distributors, Inc.
H. Day Brigham, Jr.* Retired Vice President, Chairman of the Management 1993
(age 71) Vice Committee and Chief Legal Officer of Eaton Vance
President, Secretary; Management, Eaton Vance Corporation, Boston
Trustee; Nominee Management and Research and Eaton Vance, Inc. and
Director, Eaton Vance Corporation and Eaton Vance, Inc.;
Director of Wright and Winthrop
Judith R. Corchard* Executive Vice President, Investment Management; Senior 1997
(age 59) Vice Investment Officer; Chairman of the Investment Committee
President; Trustee; and Director, Wright and Winthrop
Nominee
Winthrop S. Emmet Retired New York City Attorney at Law; Trustee Officer, 1963
(age 87) Trustee; First City National Bank, New York, NY (1963-1971)
Nominee
Leland F. Miles (age President Emeritus, University of Bridgeport (1987-Present); 1997
74) Trustee; Nominee President University if Bridgeport (1974-1987); Director
United Illuminating Company
A.M. Moody, III* (age Senior Vice President, Wright and Winthrop; President, 1993
61) Vice President; Wright Investors' Service Distributors, Inc.
Trustee; Nominee
Lloyd F. Pierce (age Retired Vice Chairman (prior to 1984 - President), People's 1993
79) Trustee; Nominee Bank, Bridgeport, CT: Member, Board of Trustees, People's
Bank, Bridgeport, CT; Board of Directors, Southern
Connecticut Gas Company; Chairman, Board of Directors,
COSINE
<PAGE>
Richard E. Taber (age Chairman and Chief Executive Officer of First County 1997
49) Trustee; Nominee Bank, Stamford, CT (1989-present)
Raymond Van Houtte President Emeritus and Counselor of The Tompkins 1993
(age 73) Trustee; County Trust Co., Ithaca, NY (since January 1989);
Nominee President and Chief Executive Officer, The Tompkins
County Trust Co. (1973-1988); President, New York State
Bankers Association (1987-1988); Trustee Emeritus
of The Paleontological Research Institution.
</TABLE>
*"Interested person" of the trust as defined in the 1940 Act
The Board of trustees held five meetings during the fiscal year ended
December 31, 1997. No trustee attended fewer than 75% of the aggregate of (1)
the total number of board meetings and (2) the total number of meetings held by
all committees of the trustees on which he or she served.
The trust's board of trustees has established an independent trustees'
committee consisting of all of the independent trustees, who are Messrs. Emmet,
Miles, Pierce (Chairman), Taber and Van Houtte. The responsibilities of the
independent trustees' committee include those of an audit committee for the
financial governance of the trust, a nominating committee for additional or
replacement trustees of the trust and a contract review committee for
consideration of renewals or changes in the investment advisory agreements,
distribution agreements and distribution plans and other agreements as
appropriate.
Executive Officers
The table below lists the executive officers of the trust, except for the
President (Mr. Donovan), Vice Presidents (Mr. Brigham, Ms. Corchard and Mr.
Moody) and Secretary (Mr. Brigham). Information about Mr. Donovan, Mr. Brigham,
Ms. Corchard and Mr. Moody is provided under "Information Concerning Nominees."
<PAGE>
<TABLE>
Name, Age and Position with
the Trust Principal Occupation First Became an Officer
- ----------------------------- ------------------------- -----------------------
<S> <C> <C>
James L. O'Connor (age 53) Vice President of Eaton Vance 1993
Treasurer and EV. Officer of various
investment companies managed
by Eaton Vance or BMR
Janet E. Sanders (age 62) Vice President of Eaton Vance 1993
Assistant Secretary; Assistant and EV. Officer of various
Treasurer investment companies managed
by Eaton Vance or BMR
A. John Murphy (age 35) Assistant Vice President of Eaton 1995
Assistant Secretary 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
Eric G. Woodbury (age 40) Assistant Vice President of Eaton 1995
Assistant Secretary Vance since February 1993.
Officer of various investment
companies managed by Eaton
Vance or BMR
William J. Austin, Jr. (age 46) Assistant Vice President of Eaton
Assistant Treasurer Vance and EV. Officer of various
investment companies managed
by Eaton Vance or BMR
</TABLE>
Remuneration of Officers and Trustees
All of the trustees and officers hold identical positions with The
Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright
EquiFund Equity Trust, Catholic Values Investment Trust and The Wright Blue
Chip Master Portfolio Trust. The fees and expenses of the independent trustees
(Messrs. Emmet, Miles, Pierce, Taber and Van Houtte) and of Mr. Brigham are
paid by the trust. They also receive additional payments from other investment
companies for which Wright provides investment advisory services. The trustees
who are employees of Wright receive no compensation from the trust. The trust
does not have a retirement plan for its trustees. For trustee compensation from
the trust and for the total compensation paid to the trustees from the Wright
Fund complex for the fiscal year ended December 31, 1997, see the following
table.
<PAGE>
<TABLE>
COMPENSATION TABLE
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 Wright Managed Blue Chip Series Trust (4 portfolios) and the other funds in the
Wright Fund complex (20 funds) for a total of 24 funds.
</FN>
</TABLE>
Trustees' Recommendation
The trustees recommend that shareholders vote to elect each of the
nominees to serve as a trustee.
Required Vote
Election of each nominee requires a plurality of votes of the
shareholders present at the meeting, provided that there is a quorum present.
PROPOSAL 2
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
General
The Winthrop Corporation ("Winthrop") is currently the investment
adviser to each portfolio under an investment advisory contract (the "existing
advisory agreement") with the trust, on behalf of its portfolios, and Winthrop.
Pursuant to a service agreement between Winthrop and its wholly owned
subsidiary, Wright Investors' Service, Inc. ("Wright"), Wright, acting under
the general supervision of the trustees, furnishes each portfolio with
investment advice and management services. Wright is incorporated in
Connecticut and is registered as an investment adviser under the Investment
Advisers Act of 1940. Wright's and Winthrop's principal offices are located at
1000 Lafayette Boulevard, Bridgeport, Connecticut 06604-4720.
The trust is registered and regulated as an investment company under
the 1940 Act. The 1940 Act provides that an investment company's investment
advisory agreement terminates automatically upon its "assignment." Under the
1940 Act, a direct or indirect transfer of a controlling block of the voting
securities of any entity controlling an investment adviser is deemed to be an
assignment. As described further below, the ownership of Winthrop, a
controlling entity of Wright, has changed and the existing advisory agreement
has terminated as a result of that change.
The Change of Control
Winthrop was founded by Mr. John Winthrop Wright and began offering
investment advisory services in 1961. Upon his death in 1996, Mr. Wright was the
only person who owned more than 25%
<PAGE>
(but less than 50%) of Winthrop's stock. The 1940 Act presumes that owning 25%
or more of a company's stock gives the owner "control" over the company. Since
Mr. Wright's death, his stock has been held by the estate of John Winthrop
Wright (the "estate"). On June 11, 1998, Mildred Gibson Wright, in accordance
with her authority as executrix of the estate, transferred Mr. Wright's stock
from the estate to Mr. Wright's intended beneficiary, The School for Ethical
Education (the "distribution").
The School, located at 1000 Lafayette Boulevard, Bridgeport,
Connecticut 06604, was founded in 1995 by Mr. Wright as a non-profit,
tax-exempt organization to promote ethical behavior. The School's mission is to
promote "ethics in action" for the creation of positive character and the
advancement of responsible and caring communities. The School provides
post-secondary courses for teachers and parents to teach ethical behavior in
schools and communities. The School is managed by its board of trustees, which
has five members, three of whom are affiliated with Winthrop and Wright.
As a result of the distribution, the School acquired more than 25% of
Winthrop's stock and there has been a change in the control of Winthrop. The
following table describes the persons who own stock in Winthrop and the
percentage that each person votes.
Name Percentage of stock owned in
The Winthrop Corporation
The School for Ethical Education 34.5%
Mr. Peter Donovan 18.6%
WIS Holdings 16.9% (1)
WIS Profit Sharing Plan 13.2%
All others 16.7%
(1) WIS Holdings is a wholly-owned subsidiary of Winthrop. During her
lifetime, Mrs. Mildred Wright has the restricted right to direct voting of WIS
Holdings stock.
Mr. Donovan, who owns Winthrop stock, and Mrs. Wright, who has voting
rights as to Winthrop stock, also serve as trustees of the School. The School's
board of trustees, including Mr. Donovan and Mrs. Wright, collectively have the
power to vote the Winthrop stock owned by the School. It is possible that Mr.
Donovan and Mrs. Wright could be considered to have voting rights as to more
than 25% of the Winthrop stock and, therefore, to be controlling persons of
Winthrop. However, as trustees of the School, each of them has only one vote on
matters brought before the School's board of trustees, and Mr. Donovan and Mrs.
Wright have not entered into any agreement to exercise voting power in concert.
The trustees of the trust have considered the new ownership structure of
Winthrop and do not believe that either Mr. Donovan or Mrs. Wright controls
Winthrop. However, in the event that a regulatory authority or a court
determines that Mr. Donovan or Mrs. Wright controls Winthrop, the vote by
shareholders to approve the new advisory agreement with Wright will include any
possible transfer of control to Mr. Donovan and Mrs. Wright.
To provide for continuity of investment advisory services to the
portfolios as a result of the distribution, the trustees, including the
independent trustees, at a special meeting held on June 24, 1998, voted to
approve, and recommended that each portfolio's shareholders approve, a new
investment advisory agreement (the "new advisory agreement") with Wright. Under
the new advisory
<PAGE>
agreement, Wright will be the investment adviser and will continue to provide
investment advisory services to the portfolios. Approval of the new advisory
agreement will not increase the advisory fee rate paid by each portfolio.
Material Terms of the New Advisory Agreement
The material terms of the new advisory agreement are substantially
similar to those of the existing advisory agreement. The following discussion
of the new advisory agreement is only a summary of the form of the agreement
(the form is identical for each portfolio) attached to the proxy statement as
EXHIBIT A. You should read the entire form of agreement. The dates of the
initial approval and of the most recent shareholder approval of the existing
advisory agreement are __________, __________, respectively. For the fiscal
year ended December 31, 1997, Selected Blue Chip Portfolio and International
Blue Chip Portfolio paid advisory fees of $19,920 and $11,960, respectively.
The trustees of the trust approved the continuation of the existing advisory
agreement on January 28, 1998.
Advisory Services. Under the new advisory agreement and subject to the
supervision and approval of the trustees of the trust, Wright will be
responsible for providing continuously an investment program for each
portfolio, consistent with each portfolio's investment objective, policies and
restrictions. Specifically, Wright will determine what investments shall be
purchased, sold or exchanged by each portfolio, if any, and what portion, if
any, of each portfolio's assets will be held uninvested and will make changes
in each portfolio's investments. Wright will also manage, supervise and conduct
the other affairs and business of each portfolio and any incidental matters,
including supervision of each portfolio's administrator, if any.
Approval, Termination and Amendment Provisions. If approved by the
affirmative vote of a "majority of the outstanding voting securities" (as
described below) of the portfolio ("majority shareholder vote"), the new
advisory agreement will remain in full force and effect until February 28,
2000. The new advisory agreement will continue in full force and effect as to
that portfolio indefinitely after that date, if this continuance is approved at
least annually (i) by a vote of a majority of the trustees of the trust or by a
majority shareholder vote for that portfolio, and (ii) by the vote of a
majority of the independent trustees of the trust. The new advisory agreement
may be terminated at any time without penalty by a vote of a majority of the
independent trustees of the trust, by a majority shareholder vote for that
portfolio or by Wright on 60 days' written notice to the other party. In
addition, the new advisory agreement will terminate immediately and
automatically if assigned. The new advisory agreement may not be materially
amended without the approval of the trustees and the shareholders. An amendment
would be material if it changed the duties and responsibilities of the parties
under the agreement or increased the fee paid to Wright.
Standard of Care. The new advisory agreement provides that Wright will
not be subject to liability for any act or omission in the course of rendering
services under the agreement in the absence of willful misfeasance, bad faith
or gross negligence, or for any losses which may be sustained in the
acquisition, holding or sale of any security or other investment.
Expenses. Each portfolio is responsible for its own expenses unless
responsibility is expressly assumed by Wright under the new advisory agreement
or by the administrator under the administration agreement. Among other
expenses, each portfolio pays investment advisory fees; bookkeeping, share
pricing and custodian fees and expenses; expenses of the portfolio's
administrator, if any; fees and disbursements of the portfolio's transfer agent
and dividend disbursing agent or registrar, shareholder servicing fees and
expenses; expenses of prospectuses, statements of additional information and
shareholder reports which are furnished to shareholders; legal and auditing
fees; registration and reporting fees and expenses; and trustees' fees and
expenses. Expenses of the trust which relate to more than one portfolio are
allocated among those portfolios in an equitable manner,
<PAGE>
primarily on the basis of relative net asset values. The new advisory agreement
states that the trust is responsible for paying the charges and expenses of the
independent public accountants and legal counsel to the trust and the trustees.
This change is in keeping with similar language in more modern forms of
advisory agreements. The trust currently pays the charges and expenses of its
independent public accountants and legal counsel and the addition of this
language is for clarification purposes only.
Required Vote
Approval of the new advisory agreement for a portfolio requires a
majority shareholder vote of that portfolio. Under the 1940 Act, this means
that to be approved for a portfolio, the proposal must receive the affirmative
vote of the lesser of (a) 67% of the shares of that portfolio present at the
meeting if the holders of more than 50% of the outstanding shares of that
portfolio are present or represented by proxy at the meeting, or (b) more than
50% of the outstanding shares of that portfolio. If the shareholders of one or
more portfolios fail to approve this proposal, the trustees will consider what
further action should be taken.
The trustees of the trust, including a majority of the independent
trustees, recommend that the shareholders of each portfolio vote to approve
this proposal.
The trustees believe that the portfolios will benefit from continuing
to receive the high quality advisory services provided by Wright on the same
terms as they are currently provided. The trustees considered the fact that the
new advisory agreement is substantially similar to the existing advisory
agreement and that the change in control of Wright will not change the advisory
services provided to the portfolios. The trustees believe that the new advisory
agreement and the fees provided for in the agreement are reasonable, fair and
in the best interests of each portfolio's shareholders.
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has served as the trust's independent
public accountant since the trust began operations. Audit services during the
fiscal year ended December 31, 1997 consisted of examinations of the trust's
financial statements for this period and reviews of the trust's filings with
the SEC.
The trustees, including the independent trustees, have selected
Deloitte & Touche LLP as the trust's independent public accountants for the
fiscal year ending December 31, 1998, subject to shareholder ratification at
the meeting. A representative of Deloitte & Touche LLP is expected to be
available at the meeting by telephone to make a statement if he or she desires
to do so and to respond to appropriate questions.
Required Vote
The ratification of the selection of Deloitte & Touche LLP as the
trust's independent public accountants for the fiscal year ending December 31,
1998 requires a majority shareholder vote of the trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE TRUST
VOTE IN FAVOR OF THE RATIFICATION OF DELOITTE & TOUCHE LLP.
<PAGE>
INFORMATION CONCERNING THE MEETING
Each share of your portfolio is entitled to one vote and each
fractional share is entitled to that fractional vote. Shares of your portfolio
represented in person or by proxy, including shares which abstain or do not
vote with respect to a proposal, will be counted for purposes of determining
whether there is a quorum at the meeting. Accordingly, an abstention from
voting has the same effect as a vote against a proposal.
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax or in person by the trustees, officers and
employees of the trust, by personnel of Wright, and the fund's transfer agent,
Investors' Bank & Trust Company. The trust may hire a third party solicitation
firm to provide proxy solicitation services at a cost of approximately
$_______, which will be paid by the trust.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it
at any time before it is exercised:
o By filing a written notice of revocation with the trust's
transfer agent, Investors' Bank & Trust Company, 200 Clarendon
Street, Boston, Massachusetts 02111,
o By returning a duly executed proxy with a later date before
the time of the meeting, or
o If a shareholder has executed a proxy but is present at the
meeting and wishes to vote in person, by notifying the
secretary of the fund (without complying with any formalities)
at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Outstanding Shares and Quorum
As of July 17, 1998, _____________shares of beneficial interest of the
Selected Blue Chip Portfolio and ______________shares of beneficial interest of
the International Blue Chip Portfolio were outstanding. Only shareholders of
record on July 17, 1998 (record date) are entitled to notice of and to vote at
the meeting. A majority of the outstanding shares of the portfolio that are
entitled to vote will be considered a quorum for the transaction of business.
Other Business
The trustees knows of no business to be presented for consideration at
the meeting other than the proposals. If other business is properly brought
before the meeting, proxies will be voted according to the best judgment of the
persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any
session of the meeting is called to order, the persons named as proxies may
vote those proxies that have been received to adjourn the meeting to a later
date. If a quorum is present but there are not sufficient votes in favor of a
proposal, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies concerning that proposal.
Any adjournment will require the
<PAGE>
affirmative vote of a majority of the portfolio's shares at the session of the
meeting to be adjourned. If an adjournment of the meeting is proposed because
there are not sufficient votes in favor of a proposal, the persons named as
proxies will vote those proxies favoring that proposal in favor of adjournment,
and will vote those proxies against the proposal against adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the
trust may also arrange to have votes recorded by telephone by officers and
employees of the trust or by personnel of the adviser or transfer agent. The
telephone voting procedure is designed to verify a shareholder's identity, to
allow a shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have
been properly recorded. If these procedures were subject to a successful legal
challenge, these telephone votes would not be counted at the meeting. The trust
has not obtained an opinion of counsel about telephone voting, but is currently
not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number
in the trust's account records and will be asked to provide the
shareholder's social security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies
to vote his or her shares at the meeting in accordance with the
shareholder's instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the
voting instructions by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote the
shares at the meeting.
Each portfolio will furnish, without charge, a copy of the portfolio's
annual report and its most recent semi-annual report to any shareholder upon
request. Shareholders who want to obtain a copy of these reports should direct
all written requests to: H. Day Brigham, Jr., Secretary, The Wright Group of
Funds, 24 Federal Street, Boston, Massachusetts 02110, or should call Wright
Shareholder Services at 1-800-225-6265.
Submission of Shareholder proposals. The trust does not hold an annual
shareholders' meeting. Shareholders who want to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to the secretary of the trust, 24 Federal Street, Boston,
Massachusetts 02110. Proposals must be received by the trust in advance of a
proxy solicitation to be included. The mere submission of a proposal does not
guarantee inclusion in the proxy statement because certain federal securities
law rules must be complied with.
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
Dated: July 27, 1998
<PAGE>
EXHIBIT A
Form of
INVESTMENT ADVISORY CONTRACT
CONTRACT made this day of 1998, between [NAME OF TRUSTS], each a
Massachusetts business trust (the "Trusts"), on behalf of each series of the
Trusts which the Adviser (defined below) and the Trusts shall agree from time
to time are subject to this Contract, as set forth on Schedule A (collectively,
the "Funds" and individually, the "Fund"), and WRIGHT INVESTORS' SERVICE, INC.,
a Connecticut corporation (the "Adviser"):
1. Duties of the Adviser. Each Trust hereby employs the Adviser to act as
investment adviser for and to manage the investment and reinvestment of
the assets of the Funds and, except as otherwise provided in an
administration agreement, to administer the Trust's affairs, subject to
the supervision of the Trustees of the Trust, for the period and on the
terms set forth in this Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
each Trust the advice and assistance of the Adviser's organization in the
choice of investments and in the purchase and sale of securities for each Fund
and to furnish for the use of the trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent any
Trust in any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each Trust with such investment management
and supervision as the trust may from time to time consider necessary for the
proper supervision of its funds. As investment adviser to the Funds, the
Adviser shall furnish continuously an investment program and shall determine
from time to time what securities shall be purchased, sold or exchanged and
what portion of each Fund's assets shall be held uninvested, subject always to
the applicable restrictions of the Trust's Declaration of trust, By-Laws and
registration statement under the Securities Act of 1933 and the Investment
Company Act of 1940, all as from time to time amended. The Adviser is
authorized, in its discretion and without prior consultation with the trust,
but subject to each Fund's investment objective, policies and restrictions, to
buy, sell, lend and otherwise trade in any stocks, bonds, options and other
securities and investment instruments on behalf of the funds, to purchase,
write or sell options on securities, futures contracts or indices on behalf of
the funds, to enter into commodities contracts on behalf of the Funds,
including contracts for the future delivery of securities or currency and
futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the funds. Should the Trustees of the Trust
at any time, however, make any specific determination as to investment policy
for the Funds and notify the Adviser thereof in writing, the Adviser shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified that such determination has been revoked. The Adviser
shall take, on behalf of the Funds, all actions which it deems necessary or
desirable to implement the investment policies of the trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers selected
by the Adviser, and to that end the Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of a Fund or the Trust. In
connection with the selection of such
A-1
<PAGE>
brokers or dealers and the placing of such orders, the Adviser shall use its
best efforts to seek to execute portfolio security transactions at prices which
are advantageous to the funds and (when a disclosed commission is being
charged) at reasonably competitive commission rates. In selecting brokers or
dealers qualified to execute a particular transaction, brokers or dealers may
be selected who also provide brokerage and research services and products (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) to the Adviser. The Adviser is expressly authorized to cause the Funds to
pay any broker or dealer who provides such brokerage and research service and
products a commission for executing a security transaction which exceeds the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities which the Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. Subject to the requirement set forth in the second
sentence of this paragraph, the Adviser is authorized to consider, as a factor
in the selection of any broker or dealer with whom purchase or sale orders may
be placed, the fact that such broker or dealer has sold or is selling shares of
the applicable Fund or Trust or of other investment companies sponsored by the
Adviser.
2. Compensation of the Adviser. For the services, payments and facilities
to be furnished hereunder by the Adviser, each Trust on behalf of each
Fund shall pay to the Adviser on the last day of each month a fee equal
(annually) to the percentage or percentages specified in Schedule B of
the average daily net assets of such Fund throughout the month,
computed in accordance with the Trust's Declaration of Trust,
registration statement and any applicable votes of the Trustees of the
Trust.
If the Contract is initiated or terminated during any month with
respect to any Fund, each Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, agree not to impose all or a part
of the above compensation.
3. Allocation of Charges and Expenses. Each Trust will pay all of its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust shall include, without limitation
(i) expenses of maintaining the Trust and continuing its existence, (ii)
registration of the Trust under the Investment Company Act of 1940, (iii)
commissions, fees and other expenses connected with the purchase or sale of
securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for those purposes and for distributing them to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds and securities, keeping of
books and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) the
administration fee payable to the Trust's administrator, (xix) the charges and
expenses of the independent auditors, (xx) the charges and
A-2
<PAGE>
expenses of legal counsel to the Trust and the Trustees, (xxi)
distribution fees, if any, paid by a Fund in accordance with Rule 12b-1
under the 1940 Act, and (xxii) such nonrecurring items as may arise,
including expenses incurred in connection with litigation, proceedings
and claims and the obligation of the Trust to indemnify its Trustees
and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Trust are or may be or become interested in the Adviser or
any of its affiliates as directors, officers, employees, stockholders or
otherwise and that directors, officers, employees and stockholders of the
Adviser or any of its affiliates are or may be or become similarly interested in
the Trust, and that the Adviser or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser or any of
its affiliates are or may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Adviser or
any of its affiliates may organize, sponsor or acquire, or with which it may
merge or consolidate, and which may include the words "Wright" or "Wright
Investors" or any combination thereof as part of their names, and that the
Adviser or any of its affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies or
entities.
5. Limitation of Liability of the Adviser. The services of the Adviser to
each Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to any Trust or to any shareholder of
the trust for any act or omission in the course of or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute any Trust's portfolio security transactions, and upon those terms and
conditions as may be agreed upon between the Adviser and the sub-investment
adviser; provided, however, that any subadvisory agreement shall be subject to
approval by the Trustees.
7. Duration and Termination of this Contract. This Contract shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect as to each Fund up to and
including February 28, 2000 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 2000 is specifically approved at least annually (i) by the vote of
a majority of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund and (ii) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust, in accordance with the requirements of the Investment Company Act of 1940
as now in effect or as hereafter amended, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation, order or interpretive position.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the
payment of any penalty, by action of its Board of Directors or Trustees, as the
case may be, and a Trust may, at any time upon such written notice to the
Adviser, terminate this Contract as to any fund by vote of a majority of the
outstanding voting securities of that Fund. This Contract shall terminate
automatically in the event of its assignment.
A-3
<PAGE>
8. Amendments of the Contract. This Contract may be amended as to any Fund
by a writing signed by both parties hereto, provided that no material amendment
to this Contract shall be effective as to that Fund until approved (i) by the
vote of a majority of those Trustees of the affected Trust who are not
interested persons of the Adviser or the Trust and (ii) by vote of a majority of
the outstanding voting securities of that fund in accordance with the
requirements of the Investment Company Act of 1940, as now in effect or as
hereafter amended, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation, order or
interpretive position.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of each Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the applicable Trust for payment of claims or
obligations as between the Trust and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust. No Trust or Fund shall be liable for the obligations of any other Trust
or Fund hereunder.
10. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940, as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per cent or more of the shares of the particular fund present or
represented by proxy at a meeting of shareholders of the fund if the holders of
more than 50 per cent of the outstanding shares of the particular Fund are
present or represented by proxy at the meeting, or (b) more than 50 per cent of
the outstanding interests of the particular Fund, or such other vote as may be
required from time to time by the Investment Company Act of 1940.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
each Trust of the name "Wright" as part of the Trust's name and the name of each
Fund should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright." The
Adviser shall have the right to require a Trust to cease using the name "Wright"
as part of the Trust's name and the name of its Funds if the Trust ceases, for
any reasons, to employ the Adviser or one of its affiliates as the Trust's
investment adviser. Future names adopted by a Trust for itself and its funds,
insofar as such names include identifying words requiring the consent of the
Adviser, shall be the property of the Adviser and shall be subject to the same
terms and conditions.
[NAME OF TRUST] WRIGHT INVESTORS' SERVICE, INC.
By: _________________________ By:___________________________
Authorized Officer Authorized Officer
A-4
<PAGE>
SCHEDULE A
ANNUAL ADVISORY FEE RATES
ANNUAL % ADVISORY FEE RATES
-------------------------------------------
Under $500 Million Over
PORTFOLIOS $500 Million to $1 Billion $1 Billion
Wright Selected Blue Chip Portfolio 0.65% 0.60% 0.55%
Wright International Blue Chip Portfolio 0.80% 0.75% 0.70%
A-5
<PAGE>
EXHIBIT B
OTHER FUNDS MANAGED BY WRIGHT INVESTORS' SERVICE, INC.
Wright provides advisory services to Wright Selected Blue Chip Equity Fund
and Wright International Blue Chip Equity Fund, which have investment
objectives similar to Wright Selected Blue Chip Portfolio and Wright
International Blue Chip Portfolio, respectively. Each fund's net assets and
advisory fee rates as of December 31, 1997 are set forth in the table.
Net Assets Advisory Fee Rate
Wright Selected Blue Chip $259,410,868 0.63%
Equity Fund
Wright International Blue Chip $257,792,048 0.77%
Equity Fund
B-1
<PAGE>
EXHIBIT C
Wright Investors' Service, Inc.
Additional Information about Wright.
Directors and Officers. The following table provides information about the
directors and executive officers of Wright.
<TABLE>
Name & Address Principal Occupation or Employment
<S> <C>
H. Day Brigham, Jr. Director, Wright Investors' Service, Inc. Retired as officer
92 Reservoir Ave., Chestnut Hill, MA 02167 and/or director of Eaton Vance and its affiliates.
Judith R. Corchard Executive Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Peter M. Donovan President, Chief Executive Officer and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Eugene J. Helm Executive Vice President and Chief Financial Officer,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Albert L. Meric, Jr. Consultant and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George L. Rommel Senior Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Vincent M. Simko Senior Vice President, Secretary and Director,
1087 Broad St., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George Taylor Director, Wright Investors' Service, Inc. Retired.
179 Northwood Rd., Fairfield, CT 06432
Mildred Gibson Wright Chairman of the Board of Directors,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
</TABLE>
C-1
<PAGE>
[Form of Proxy Card]
The Wright Managed Blue Chip Series Trust
(the "trust")
24 Federal Street
Boston, Massachusetts 02110
This proxy is solicited on behalf of the trustees of the trust for the special
meeting of shareholders (the "meeting") to be held at the offices of the trust
on Wednesday, September 23, 1998, at 10:00 a.m., Boston time. By signing this
proxy card, you appoint American General Life Insurance Company attorney and
proxy for you, with full power of substitution and revocation, to represent you
and to vote all of the shares of [Portfolio] attributable to the variable
contract between you and the Company that you are entitled to vote at the
meeting and at any adjournments of the meeting. By signing, you acknowledge that
you received the notice of the special meeting of shareholders and the
accompanying proxy statement and instruct the attorney and proxy to vote the
shares as indicated on this proxy card. In its discretion, the proxy is
authorized to vote upon other business that properly comes before the meeting.
Signing this proxy card revokes any proxy previously given.
PLEASE SIGN AND DATE THE PROXY CARD, RETURN THE BOTTOM PORTION WITH YOUR
VOTE IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so
that the return address, located on the reverse side of the mail-in stub,
appears through the window of the envelope.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy card, if properly signed, will be voted in the manner you directed.
If you make no direction, this proxy card will be voted FOR all proposals.
Please refer to the proxy statement for a discussion of the proposals.
<PAGE>
PLEASE MARK VOTES For Withheld For All Except
|X| AS IN THIS EXAMPLE
1. Election of nine trustees [] [] []
INSTRUCTION: To withhold
authority to vote for the individual
nominee, strike a line through his or
her name below:
Peter Donovan
H. Day Brigham
Judith R. Corchard
Winthrop S. Emmet
Leland F. Miles
A.M. Moody III
Lloyd F. Pierce
Richard E. Taber
Raymond Van Houtte
For Against Abstain
2. Approval of the investment advisory [] [] []
agreement with Wright Investors'
Service Inc.
3. Ratification of the selection of [] [] []
Deloitte & Touche LLP as the
independent accountants of the trust
for the fiscal year ending
December 31, 1998
Please be sure to sign and date this Proxy. Date
--------------------
Contract Owner sign here Co-owner
sign here
Please sign exactly as your name appears on this proxy, if joint owners,
EITHER may sign this proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
