EXHIBIT (C)

                             ANALYTIC INVESTORS, LLC

                        PROXY VOTING POLICY AND PROCEDURE

         Analytic Investors, LLC ("Analytic") assumes a fiduciary responsibility
to vote proxies in the best interest of its clients. In addition, with respect
to benefit plans under the Employee Retirement Income Securities Act (ERISA),
Analytic acknowledges its responsibility as a fiduciary to vote proxies
prudently and solely in the best interest of plan participants and
beneficiaries. So that it may fulfill these fiduciary responsibilities to
clients, Analytic has adopted and implemented these written policies and
procedures reasonably designed to ensure that it votes proxies in the best
interest of clients.

         Proxy Oversight Committee

         Analytic acknowledges that it has a duty of care to its clients that
requires it to monitor corporate events and vote client proxies. Analytic has
established a Proxy Oversight Committee (the "Committee"), to oversee the proxy
voting process. The Committee consists of at least one of the firm's Chief
Investment Officer, the Chief Compliance Officer, and the Proxy Coordinator. The
Committee seeks to develop, recommend, and monitor policies governing proxy
voting. The adopted guidelines for proxy voting have been developed to be
consistent, wherever possible, with enhancing long-term shareholder value and
leading corporate governance practices. Analytic has a policy not to be unduly
influenced by representatives of management or any public interest or other
outside groups when voting proxies. To this end, Analytic has contracted with an
independent proxy voting service (the "Proxy Service").

         Proxy Voting Service

         The role of the Proxy Service includes researching proxy matters,
executing the voting process, maintaining a record of all proxies voted on
behalf of Analytic, advising Analytic of any material conflicts of interest (see
below), and providing Analytic with documentation of the voting record. Analytic
has opted to delegate all proxy voting to the Proxy Service except for those
instances when a conflict of interest (see below) prevents the Proxy Service
from voting according to its guidelines. A copy of the voting policy guidelines
of the Proxy Service is attached.

         Conflicts of Interest



         Occasions may arise during the voting process in which the best
interest of clients might conflict with the Proxy Service's interests. A
conflict of interest would generally include (i) business relationships where
the Proxy Service has a substantial business relationship with, or is actively
soliciting business from, a company soliciting proxies, or (ii) personal or
family relationships whereby an employee of the Proxy Service has a family
member or other personal relationship that is affiliated with a company
soliciting proxies, such as a spouse who serves as a director of a public
company, or (iii) if a substantial business relationship exists with a proponent
or opponent of a particular initiative.

         At times of such conflict of interest, the Proxy Service will recuse
itself from voting a proxy and notify the Analytic Proxy Coordinator. Upon
notification the Proxy Service's recusal from voting, Analytic's Proxy
Coordinator will prepare a report to the Proxy Committee that identifies (i) the
details of the conflict of interest, (ii) whether or not the conflict is
material; and (iii) procedures to ensure that Analytic makes proxy voting
decisions based on the best interest of clients, and (iv) a copy of the voting
guidelines of the Proxy Service. At least two members of Analytic's Proxy
Committee will then vote the proxy, adhering to the original voting policy
guidelines provided by the Proxy Service. Analytic's Proxy Committee will not
override the voting guidelines of the Proxy Service. A record of the voting by
the Proxy Committee will be retained by the Proxy Coordinator.

         Voting Guidelines

         Analytic has reviewed the Proxy Service's voting recommendations and
have determined that the policy provides guidance in the best interest of our
clients. A copy of these guidelines is attached.

         Proxy Voting Record

         The Proxy Coordinator will maintain a record containing the following
information regarding the voting of proxies: (i) the name of the issuer, (ii)
the CUSIP number (or similar security identification information), (iii) the
shareholder meeting date, (iv) number of shares voted, (v) a brief description
of the matter brought to vote; (vi) whether the proposal was submitted by
management or a shareholder, (vii) how the Service voted the proxy (for,
against, abstained), and (viii) whether the proxy was voted for or against
management.

         Obtaining a Voting Proxy Report

         Clients may request a copy of the guidelines governing proxy voting
and/or a report on how their individual securities were voted by calling
Analytic's Proxy Coordinator at 1-800-618-1872. The report will be provided free
of charge.



         Recordkeeping

         Pursuant to Rule 204-2 of the Investment Advisers Act of 1940, Analytic
will maintain the following records for five years in an easily accessible
place, the first two years in its office:

         o        Analytic's proxy voting policies and procedures, as well as
                  the voting guidelines of the Proxy Service

         o        Proxy statements received regarding client securities (proxy
                  statements filed via EDGAR will not be separately maintained
                  by Analytic)

         o        Records of votes cast on behalf of clients

         o        Records of written client requests for voting information

         o        Records of written responses from Analytic to both written and
                  verbal client requests

         o        Any other documents prepared that were material to Analytic's
                  decision to vote a proxy or that memorialized the basis for
                  the decision.