EXHIBIT (c)

                    GUGGENHEIM PARTNERS ASSET MANAGEMENT, INC

                      PROXY VOTING POLICIES AND PROCEDURES


I.       INTRODUCTION/PURPOSE

Guggenheim Partners Asset Management, Inc ("GPAM") has adopted these Proxy
Voting Policies and Procedures ("Proxy Policies") to guide how GPAM votes
proxies with respect to equity securities held in accounts of its clients.
(Note, references herein to "client" shall refer to the various pooled
investment vehicles as well as separate accounts for which GPAM acts as
manager.)

II.      PROXY VOTING RESPONSIBILITIES

The portfolio managers, under the auspicious of the COO, shall be responsible
for evaluating and voting proxies in accordance with the guidelines stabled
hereunder. The portfolio manager, in consultation with the COO, shall be
responsible for identifying any material conflicts of interest on the part of
GPAM or its personnel that may affect particular proxy votes and resolving any
material conflicts identified. The Operations Director and the COO are
responsible for administering, overseeing and recommending updates these Proxy
Policies as may be appropriate from time to time.

In addition, the Operations Director and the COO (in consultation with the CCO
or senior management of GPAM, as may be necessary) shall be responsible for:
assisting portfolio managers in analyzing and evaluating particular proposals
presented for vote; determining when and how proxies should be voted other than
in accordance with the general rules and criteria set forth below; implementing
procedures reasonably designed to ensure that proxies are received and voted in
a timely manner; and making and keeping all required records with respect to
proxies voted by GPAM.

III.     PROXY GUIDELINES

Generally, GPAM will vote proxies in accordance with the following guidelines.
These are only guidelines, are not exhaustive and therefore do not cover all
potential voting issues. They may be changed or supplemented from time to time.
Voting decisions not covered by these guidelines will be made in accordance with
other provisions of these Proxy Policies or as may be deemed reasonably
appropriate by senior management of GPAM. In addition, because individual
matters to be voted and the circumstances of issuers of the securities being
voted vary, there may be instances when GPAM will not strictly adhere to these
guidelines in making its voting decision. At any time, GPAM may seek voting
instructions from its clients.

In reviewing proxy issues, GPAM will apply the following general policies:

         A. CORPORATE GOVERNANCE



GPAM will vote for proposals providing for equal access to the proxy materials
so that shareholders can express their views on various proxy issues. We also
support the appointment of a majority of independent directors on key committees
and separating the positions of chairman and chief executive officer.

         B.  ELECTIONS OF DIRECTORS

Unless there is a proxy fight for seats on the Board or we determine that there
are other compelling reasons for withholding votes for directors, we will vote
in favor of the management proposed slate of directors. That said, we may
withhold votes for directors who fail to act on key issues such as failure to
implement proposals to declassify boards, failure to implement a majority vote
requirement, failure to submit a rights plan to a shareholder vote or failure to
act on tender offers where a majority of shareholders have tendered their
shares.

         C.  APPOINTMENT OF AUDITORS

GPAM will generally support management's recommendation.

         D.  CHANGES IN LEGAL AND CAPITAL STRUCTURE

Absent a compelling reason to the contrary, GPAM will cast its votes in
accordance with the company's management on such proposals.

         E.  CORPORATE RESTRUCTURINGS, MERGERS AND ACQUISITIONS

GPAM will analyze such proposals on a case-by-case basis, weighing heavily the
views of the research analysts who cover the company and the investment
professionals managing the portfolios in which the stock is held.

         F.  PROPOSALS AFFECTING SHAREHOLDER RIGHTS

GPAM will generally vote in favor of proposals that give shareholders a greater
voice in the affairs of the company and oppose any measure that seeks to limit
those rights. However, when analyzing such proposals we will weigh the financial
impact of the proposal against the impairment of shareholder rights.

         G.  ANTI-TAKEOVER MEASURES

GPAM will generally oppose proposals, regardless of whether they are advanced by
management or shareholders, the purpose or effect of which is to entrench
management or dilute shareholder ownership. We will evaluate, on a case-by-case
basis, proposals to completely redeem or eliminate such plans. Furthermore, we
will generally oppose proposals put forward by management (including blank check
preferred stock, classified boards and supermajority vote requirements) that
appear to be intended as management entrenchment mechanisms.

         H.  EXECUTIVE COMPENSATION



GPAM will review proposals relating to executive compensation plans on a
case-by-case basis to ensure that the long-term interests of management and
shareholders are properly aligned. We will generally oppose plans that permit
repricing of underwater stock options without shareholder approval.

         I.  SOCIAL AND CORPORATE RESPONSIBILITY

GPAM will review and analyze on a case-by-case basis proposals relating to
social, political and environmental issues to determine whether they will have a
financial impact on shareholder value. We will vote against proposals that are
unduly burdensome or result in unnecessary and excessive costs to the company.
We may abstain from voting on social proposals that do not have a readily
determinable financial impact on shareholder value.

         J.  MATTER NOT COVERED

The Portfolio Manager and COO shall consider specific proxy voting matters as
necessary. The COO and CCO may also evaluate proxies where we face a potential
conflict of interest (as discussed below). Finally, the COO and CCO monitors
adherence to these policies.

IV.      CONFLICTS OF INTEREST

GPAM recognizes that there may be a potential conflict of interest when we vote
a proxy. To that end, we have implemented additional procedures to ensure that
our votes are not the product of a material conflict of interests, including:
(i) on an annual basis, the Portfolio Manager, COO and CCO will take reasonable
steps to evaluate the nature of GPAM's and our employees' material business and
personal relationships (and those of our affiliates) with any company whose
equity securities are held in client accounts and any client that has sponsored
or has material interest in a proposal upon which we will be eligible to vote;
(ii) requiring anyone involved in the decision making process to disclose to the
Legal/Compliance Department any potential conflict that they are aware of
(including personal relationships); (iii) prohibiting employees involved in the
decision making process or vote administration from revealing how we intend to
vote on a proposal in order to reduce any attempted influence from interested
parties; and (iv) where a material conflict of interest exists, reviewing our
proposed vote by applying a series of objective tests and, where necessary,
considering the views of a third party research service to ensure that our
voting decision is consistent with our clients' best interests.

Because under certain circumstances GPAM considers the recommendation of third
party research services, the Director of Operation will take reasonable steps to
verify that any third party research service is in fact independent based on all
of the relevant facts and circumstances. This includes among other things,
analyzing whether the third party research service: (i) has the capacity and
competency to adequately analyze proxy issues; and (ii) can make such
recommendations in an impartial manner and in the best interests of our clients.

V.       WHEN GPAM MAY NOT VOTE PROXIES

GPAM may not vote proxies in certain circumstances, including situations where:
(a) the securities being voted are no longer held by the client; (b) the proxy
and other relevant materials



are not received in sufficient time to allow adequate analysis or an informed
vote by the voting deadline; or (c) GPAM concludes that the cost of voting the
proxy is likely to exceed the expected benefits to the client.

VI.      PROXIES OF CERTAIN NON-U.S. ISSUERS

Voting proxies of issuers in non-U.S. markets may give rise to a number of
administrative issues that may prevent GPAM from voting such proxies. For
example, GPAM may receive meeting notices without enough time to fully consider
the proxy or after the cut-off date for voting. Other markets require GPAM to
provide local agents with power of attorney prior to implementing GPAM's voting
instructions. Although it is GPAM's policy to seek to vote all proxies for
securities held in client accounts for which we have proxy voting authority, in
the case of non-U.S. issuers, we vote proxies on a best efforts basis.

VII.     PROXY VOTING RECORDS

Clients may obtain information about how GPAM voted proxies on their behalf by
contacting their GPAM administrative representative. Alternatively, clients may
make a written request for proxy voting information to: Roy Corr, Chief
Operating Officer, Guggenheim Partners Asset Management, Inc. 135 East 57th
Street, New York, NY 10022.

VIII.    MAINTENANCE OF PROXY VOTING RECORDS

As required by Rule 204-2 under the Investment Advisers Act of 1940, GPAM will
maintain the following records relating to proxy voting for a period of at least
six years:

    (i)   A copy of these Proxy Policies, as they may be amended from time to
          time;
    (ii)  Copies of proxy statements received regarding client securities,
          unless these materials are available electronically through the SEC's
          EDGAR system;
    (iii) A record of each proxy vote cast on behalf of its clients;
    (iv)  A copy of any internal documents created by GPAM that were material to
          making the decision how to vote proxies on behalf of its clients; and
    (v)   Each written client request for information on how GPAM voted proxies
          on behalf of the client and all written responses by GPAM to oral or
          written client requests for such proxy voting information.

IX.      DISCLOSURE

GPAM will provide clients a summary of these Policies, either directly or by
delivering to each client of a copy of its Form ADV, Part II that contains a
summary, and also will provide clients information on how a client may obtain a
copy of the full text of these Proxy Policies and a record of how GPAM has voted
the client's proxies. A copy of these materials will be provided promptly to
clients on request.