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
Wright Managed Investment Companies
The Wright Managed Equity Trust
The Wright Managed Income Trust
“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
How the Fund voted (i.e., for, against, abstain, or withhold)
Whether the Fund cast its vote for or against management
Adopted: March 2009