PROXY VOTING PROCEDURES

As a client of Tower, you have the ability to choose whether to vote your proxies or have Tower vote proxies on your behalf. Most clients prefer to have Tower handle voting matters. A review of management is made prior to investing in any security and Tower will take into consideration changes in management.

If you choose to have Tower vote proxies on your behalf, Tower will strive to vote in the best interest of all Tower clients who own a particular security.

In general, Tower will vote with management in routine matters. Routine matters include ratification of the current Board of Directors, ratification of management's choice of auditor, approval of payment of a standard stock dividend, etc. Non-routine matters such as company mergers, buy outs, or spin offs will be reviewed by committee and voted in the best interest of all of Tower's clients as agreed by the Proxy Voting Committee of Tower.

Conflicts of interest should be minimal but could arise if the one or more of the Proxy Voting Committee members has an interest in a particular security. All conflicts of interest must be disclosed to the committee. If one of the committee members has an interest in shares of a particular security outside of a mutual fund, that committee member may be temporarily removed from the committee.

The Proxy Voting Committee shall be comprised of the Portfolio Managers, Stuart Sneddon and Raymond Baker, and Chief Operating Officer Jon Lam.

A record of how each proxy was voted will be made and retained for a period of two years. Should you wish to obtain a copy of how a particular proxy was voted, please send a request in writing to Tower Asset Management, 8350 Wilshire Blvd., Beverly Hills, CA 90211.