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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. Frequent Issues.
Certain issues arise frequently as proxy proposals,
including expensing of stock options, 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. Conflicts. Wright's Senior Investment
Officer reviews each proxy to 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.
Review and Recordkeeping. Wright's management 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 at its
principal place of business the records with respect to
proxies that are required by various federal laws and
regulations. How to Obtain More Information. 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. You
may also obtain, by the same means and without charge,
information about how your proxies were voted.
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, a current copy of
which is attached hereto as
Exhibit A
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.
Subdelegation. 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 Senior
Investment Officer ("SIO") of Wright
shall review each proxy to 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 SIO 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 SIO of
Wright
determines that a potential conflict exists, the
SIO 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. Wright
shall maintain at its principal place of business the
records required to be maintained by the applicable Fund
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: June 12,
2003 | 
