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Proxy
Voting Policies
PROXY VOTING
POLICY AND PROCEDURES (SUMMARY):
As
a registered investment advisor, Wright Investors'
Service is entrusted by its clients to vote proxies for
their accounts. Wright takes seriously its duty to
monitor corporate events and to vote proxies in the best
interests of its clients. Following is a summary of
Wright's Proxy Voting Policy and Procedures. General
Policy. Wright's general policy is to vote proxies in a
manner that is generally intended to support the ability
of management of a company soliciting proxies to run its
business in a responsible and cost effective manner
while staying focused on maximizing shareholder value.
Wright's equity selection for portfolios is determined
by a series of quality screens, which measure both
current and long term financial strength, profitability,
stability and growth of a company. These quality screens
measure to what extent corporate managements have acted
in the best interests of their shareholders over the
long term. This reflects a basic investment philosophy
that good management is shareholder-focused. However,
all proxy votes are ultimately cast on a case-by-case
basis, taking into account the foregoing principle and
all other relevant facts and circumstances at the time
of the vote. For this reason, consistent with Wright's
fiduciary duty to ensure that proxies are voted in the
best interest of its clients, Wright may from time to
time vote proxies against management’s recommendations,
in accordance with certain guidelines included in its
Proxy Voting Policy and Procedures.
Certain
issues arise frequently as proxy proposals, including
executive compensation, performance-based stock options,
shareholder approval of anti-takeover measures (for
example, poison pills), and shareholders' rights to call
a special meeting. However, Wright's actual voting
decisions are made on a case-by-case basis depending on
the particular facts and circumstances of each proxy
vote.
Wright's
Compliance Officer (“CO”) will assess the extent, if
any, to which there may be a material conflict between
the interests of our clients and our own interests.
Proxy proposals that present potential conflicts of
interest between Wright and its clients will be brought
to the attention of Wright's Chief Executive Officer,
who is authorized to resolve the conflict in a manner
that is in the collective best interests of Wright's
clients.
Wright's
Compliance Office will from time to time review its
Proxy Voting Policy and Procedures and may adopt changes
deemed necessary or desirable. Currently Wright retains
a third party to maintain certain voting records
required by federal regulations. In addition, Wright
maintains records with respect to proxies that are
required by various federal laws and regulations.
A
copy of Wright's complete Proxy Voting Policy and
Procedures is available without charge by calling your
Client Service Officer at 800.232.0013, or by writing to
your Client Service Officer at the address on this
letterhead.
Proxy Voting
Policy and Procedures
of
the
Wright
Managed Investment Companies
The Wright
Managed Equity Trust
The Wright
Managed Income Trust
1.
Definitions.
“Board”
shall mean the Board of Trustees of the
Funds.
"Fund Proxy"
shall mean a
proposal of a publicly-traded company upon which the
Fund is entitled to vote, by reason of the Fund's status
as a shareholder of such company.
“Funds”
shall mean each of the registered investment companies
(and series thereof) in the Wright Managed Investment
Companies, including The Wright Managed Equity Trust and
The Wright Managed Income Trust.
“Wright
or WIS” shall mean Wright Investors’ Service, Inc.,
in its capacity as the Funds’ investment
adviser.
“Wright’s
Proxy Voting Policy and Procedures” shall mean the
Proxy Voting Policy and Procedures of Wright Investors'
Service, Inc., as amended from time to
time.
2. Adoption of
Wright’s Proxy Voting Policy and Delegation. The provisions
of Wright’s Proxy Voting Policy and Procedures are
incorporated herein by this reference and adopted as the
Funds’ procedures for voting proxies and
procedures.
The Funds have delegated to Wright responsibility
for voting all proxies for which a Fund is entitled to
vote in accordance with these Proxy Voting Policy and
Procedures, and Wright has accepted such
delegation.
3. Limitations
on Wright’s Responsibilities.
(i) Limited
Value.
Wright may abstain from voting a Fund Proxy if it
concludes that the effect on the Fund’s
economic
interests or the value of the portfolio holding is
indeterminable or insignificant.
(ii) Unjustifiable
Costs.
Wright may abstain from voting a Fund Proxy for
cost reasons (e.g., costs associated
with voting proxies of non-U.S. securities). In accordance
with Wright’s duties, it shall weigh the costs and
benefits to the Fund of voting proxy proposals relating
to foreign securities and shall make an informed
decision with respect to whether voting a given proxy
proposal is prudent.
Wright’s decision
shall take into account the effect that the Fund’s vote,
either by itself or together with other votes, is
expected to have on the value of the Fund’s investment
and whether this expected effect would outweigh the cost
of voting.
(iii) Fund
Restrictions.
Wright shall vote Fund Proxies in accordance with
any applicable investment restrictions of the affected
Fund.
(iv) Board
Direction.
Notwithstanding the foregoing delegation to
Wright, the Board may from time to time direct Wright to
vote a Fund’s proxies in a manner that is different from
the guidelines set forth in Wright’s Proxy Voting Policy
and Procedures.
After its receipt of any such direction, Wright
shall follow such direction for proxies for which the
stockholder meeting has not been held and the vote not
taken.
4. Delegation. Wright may
delegate its responsibilities under these Proxy Voting
Policy and Procedures to a third party, provided that no
such delegation shall relieve Wright of its
responsibilities hereunder and Wright shall retain final
authority and fiduciary responsibility for proxy voting
on behalf of the Funds. If Wright
delegates such responsibilities, Wright shall monitor
the delegate’s compliance with these Proxy Voting Policy
and Procedures.
5. Proxy Voting
Expense.
The Funds shall bear all expenses associated with
voting the Funds’ Proxies and complying with applicable
laws (including without limitation expenses associated
with regulatory filings and engaging third parties to
vote the Funds’ Proxies). The Funds shall
promptly reimburse Wright for any out-of-pocket expenses
incurred by Wright in performing its services
hereunder.
In consideration for its services hereunder,
Wright shall be entitled to the compensation under the
Funds’ advisory agreements, at the rates from time to
time approved by the Board.
6. Conflicts of
Interest.
The Chief Compliance Officer ("CCO") of
Wright
shall assess
the extent, if any, to which there may be a material
conflict between the interests of the Funds on the one
hand and Wright and its affiliates, directors, officers,
employees (and other similar persons) on the other hand
(a “potential conflict”). The CCO of
Wright shall perform this assessment on a
proposal-by-proposal basis, and a potential conflict
with respect to one proposal in a proxy shall not
indicate that a potential conflict exists with respect
to any other proposal in such proxy. If the CCO of
Wright
determines
that a potential conflict exists, the CCO shall promptly
report the matter to the Chief Executive Officer ("CEO")
of Wright.
The CEO of Wright shall determine whether a
potential conflict exists and is authorized to resolve
any such potential conflict in a manner that is in the
collective best interests of the Funds and Wright’s
other clients (excluding any client that may have a
potential conflict). Without limiting
the generality of the foregoing, the CEO of Wright may
resolve a potential conflict in any of the following
manners:
(i) If the
proposal that gives rise to a potential conflict is
specifically addressed in these Proxy Voting Policy and
procedures, Wright may vote the proxy in accordance
with the pre-determined policies and guidelines set
forth in these Proxy Voting Policy and Procedures;
provided that such pre-determined policies and
guidelines involve little discretion on the part of
Wright;
(ii)
Wright may
disclose the potential conflict to the Board and obtain
the Board’s consent before voting in the manner approved
by the Board;
(iii) Wright may
engage an independent third-party to determine how the
proxy should be voted; or
(iv)
Wright may
establish an ethical wall or other informational
barriers between the person(s) that are involved in the
potential conflict and the person(s) making the voting
decision in order to insulate the potential conflict
from the decision maker.
Wright shall
use commercially reasonable efforts to determine whether
a potential conflict may exist, and a potential conflict
shall be deemed to exist if and only if Wright actually
knew or reasonably should have known of the potential
conflict.
7. Approval of
Material Changes.
Wright shall promptly submit to the Board any
proposed material changes to these Proxy Voting Policy
and Procedures.
Unless objected to by the Board within six months
after such submission, the Board shall be deemed to have
approved the change on the six month anniversary of such
submission (unless such change was earlier approved by
the Board).
8. Reports to
the Board.
At each quarterly meeting of the Board, Wright
shall submit a report to the Board
describing:
(i) any issues
arising under these Proxy Voting Policy and Procedures
since the last report to the Board, including but not
limited to, information about conflicts of interests;
and
(ii) any Proxy
votes taken by Wright on behalf of the Funds since the
last report to the Board that were exceptions from
Wright’s Proxy Voting Policy and Procedures, and the
reasons for any such exceptions.
In addition,
no less frequently than annually, Wright shall furnish
to the Board, and the Board shall consider, a written
report identifying any recommended changes in existing
policies based upon Wright’s experience under these
Proxy Voting Policy and Procedures, evolving industry
practices and developments in applicable laws or
regulations.
9. Maintenance
of Records.
Specific records are required to be maintained by
Wright with respect to proxies by the Investment Company
Act of 1940 and the Investment Advisers Act of 1940 in
accordance with the requirements and interpretations
thereof.
Wright may, but need not, maintain proxy
statements that it receives regarding Fund securities to
the extent that such proxy statements are available on
the SEC’s EDGAR system. Wright may also
rely upon a third party to maintain certain records
required to be maintained by the Advisers
Act.
Disclosure
of Policies and Procedures. These policies and
procedures including those of Wright will be included in
the Statement of Additional Information (SAI) of all
Wright Funds that invest in voting securities. In
addition each Fund will discuss in its shareholder
reports that a description of the Fund’s proxy voting
policies and procedures is available without charge on
request by calling the Wright Funds at 800-888-9471, or
by e-mail to Funds@wrightinvestors.com, or on the
Fund’s website, www.wrightinvestors.com or on the
website of the SEC at http://www.sec.gov.
Disclosure
of Proxy Voting Record. The Funds will file with the SEC
its complete proxy voting record on Form N-PX on an
annual basis each August. This report will also be
available on the Fund’s website and without charge on
request by calling the Wright Funds at 800-888-9471, or
by e-mail to Funds@wrightinvestors.com, or on the
Fund’s website, www.wrightinvestors.com or on the
website of the SEC at http://www.sec.gov/.
This report
will include the following information for each matter
relating to a portfolio security considered at any
shareholder meeting:
The issuer
of the security
The ticker
symbol of the security
The CUSIP
number
The
shareholder meeting date
A
description of the matter voted on
Whether the
matter was proposed by the issuer or a shareholder
Management’s
recommendation
How the Fund
voted (i.e., for, against, abstain, or withhold)
Whether the
Fund cast its vote for or against management
Adopted: March
2009
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