EXHIBIT (c)

                              PROXY VOTING POLICIES

Our policies regarding voting the proxies of securities held in client accounts
depend on the nature of our relationship to the client. When we are an ERISA
fiduciary of an account, there are additional considerations and procedures than
for all other (regular) accounts. In all cases, when we vote client proxies, we
must do so in the client's best interests as described below by these policies.

REGULAR ACCOUNTS

We do not assume the role of an active shareholder when managing client
accounts. If we are dissatisfied with the performance of a particular company,
we will generally reduce or terminate our position in the company rather than
attempt to force management changes through shareholder activism.

MAKING THE INITIAL DECISION ON HOW TO VOTE THE PROXY

As stated above, our goal and intent is to vote all proxies in the client's best
interests. For practical purposes, unless we make an affirmative decision to the
contrary, when we vote a proxy as the Board of Directors of a company
recommends, it means we agree with the Board that voting in such manner is in
the interests of our clients as shareholders of the company for the reasons
stated by the Board. However, if we believe that voting as the Board of
Directors recommends would not be in a client's best interests, then we must
vote against the Board's recommendation.

As a matter of standard operating procedure, all proxies received shall be voted
(by telephone or Internet or through a proxy voting service), unless we are not
authorized to vote proxies. When the client has reserved the right to vote
proxies in his/her/its account, we must make arrangements for proxies to be
delivered directly to such client from its custodian and, to the extent any such
proxies are received by us inadvertently, promptly forward them to the client.

DOCUMENTING OUR DECISIONS

In cases where a proxy will NOT be voted or, as described below, voted against
the Board of Directors recommendation, our policy is to make a notation to the
file containing the records for such security (e.g., Corporation X research
file, since we may receive numerous proxies for the same company and it is
impractical to keep such records in the file of each individual client)
explaining our action or inaction, as the case may be. Alternatively, or in
addition to such notation, we may include a copy of the rationale for such
decision in the appropriate equity correspondence file.

WHY WOULD VOTING AS THE BOARD RECOMMENDS NOT BE IN THE CLIENT'S BEST INTERESTS?
Portfolio management must, at a minimum, consider the following questions before
voting any proxy:

1. Is the Board of Directors recommending an action that could dilute or
otherwise diminish the value of our position? (This question is more complex
than it looks: We must consider the time frames involved for both the client and
the issuer. For example, if the Board of Directors is recommending an action
that might initially cause the position to lose value but will increase the
value of the position in the long-term, we would vote as the Board recommended
for if we are holding the security for clients as a long-term investment.
However, if the investment is close to our valuation limits and we are
anticipating eliminating the position in the short-term, then it would be in our
clients' best interests to vote against management's recommendation.)



2. If so, would we be unable to liquidate the affected securities without
incurring a loss that would not otherwise have been recognized absent
management's proposal?

3. Is the Board of Directors recommending an action that could cause the
securities held to lose value, rights or privileges and there are no comparable
replacement investments readily available on the market? (For example, a company
can be uniquely positioned in the market because of its valuation compared with
otherwise comparable securities such that it would not be readily replaceable if
we were to liquidate the position. In such a situation, we might vote against
management's recommendation if we believe a "No" vote could help prevent future
share price depreciation resulting from management's proposal or if we believe
the value of the investment will appreciate if management's proposal fails. A
typical recent example of this type of decision is the case of a Board
recommendation not to expense stock options, where we would vote against
management's recommendation because we believe expensing such options will do
more to enhance shareholder value going forward.)

4. Would accepting the Board of Directors recommendation cause us to violate our
client's investment guidelines? (For example, a Board may recommend merging the
company into one that is not permitted by client investment guidelines, e.g. a
tobacco product company, a foreign security that is not traded on any US
exchange or in US dollars, etc., restrictions often found in client investment
guidelines. This would be an unusual situation and it is possible we would,
nevertheless, vote in favor of a Board's recommendation in anticipation of
selling the investment prior to the date any vote would effectively change the
nature of the investment as described. Moreover, this does not mean we will
consider any client-provided proxy voting guidelines. Our policy is that client
investment guidelines may not include proxy voting guidelines if our firm will
vote account proxies. Rather, we will only vote client proxies in accordance
with these guidelines. Clients who wish their account proxies to be voted in
accordance with their own proxy voting guidelines must retain proxy voting
authority for themselves.)

Essentially, we must "second guess" the Board of Directors to determine if their
recommendation is in the best interests of our clients, regardless of whether
the Board thinks their recommendation is in the best interests of shareholders
in general. The above questions should apply no matter the type of action
subject to the proxy. For example, changes in corporate governance structures,
adoption or amendments to compensation plans (including stock options) and
matters involving social issues or corporate responsibility should all be
reviewed in the context of how it will affect our clients' investment.

In making our decisions, to the extent we rely on any analysis outside of the
information contained in the proxy statements, we must retain a record of such
information in the same manner as other books and records (2 years in the
office, 5 years in an easily accessible place). Also, if a proxy statement is
NOT available on the SEC's EDGAR database, we must keep a copy of the proxy
statement.

ADDRESSING CONFLICTS OF INTEREST

Although it is not likely, in the event there is a conflict of interest between
us and our client in connection with a material proxy vote (for example, (1) the
issuer or an affiliate of the issuer is also a client or is actively being
sought as a client or (2) we have a significant business relationship with the
issuer such that voting in a particular manner could jeopardize this client
and/or business relationship), our policy is to alert affected client(s) of the
conflict before voting and indicate the manner in which we will vote. In such
circumstances, our client(s) may instruct us to vote in a different manner. In
any case, we must obtain client consent to vote the proxy when faced with a
conflict of interest. If the conflict involves a security held by a mutual fund
we manage, then we must present the material conflict to the Board of the
applicable fund for consent or direction to



vote the proxies. If the conflict involves a security held by wrap accounts,
then we may present the conflict to the wrap sponsor, as our agent, to obtain
wrap client consent or direction to vote the proxies. Note that no conflict
generally exists for routine proxy matters such as approval of the independent
auditor (unless, of course, the auditor in question is a client, we are seeking
the auditor as a client or we have a significant business relationship with the
auditor), electing an uncontested Board of Directors, etc.

In the event it is impractical to obtain client consent to vote a proxy when
faced with a conflict of interest, or at the request of the applicable fund
Board, the firm will employ the services of an independent third party "proxy
services firm" to make the proxy voting decision in accordance with Rule
206(4)-6 under the Investment Advisors Act of 1940, as amended. The firm has
retained the firm of Glass Lewis & Co. to serve in this capacity. All investment
company Boards for which we provide investment management services have
requested we utilize the recommendations of Glass Lewis & Co. in cases of
conflicts of interest.

Once any member of the relevant portfolio management team determines that it
would be in our clients' best interests to vote AGAINST management
recommendations (or, for Madison Scottsdale and Concord Asset Management, any
particular portfolio manager makes such determination), then the decision should
be brought to the attention of the Investment Committee, or any subcommittee
appointed by the Investment Committee from among its members (such subcommittee
may be a single person), to ratify the decision to stray from our general policy
of voting with management. Such ratification need not be in writing.

The Investment Committee or any subcommittee appointed by the Investment
Committee from among its members (such subcommittee may be a single person)
shall monitor potential conflicts of interest between our firm and clients that
would affect the manner by which we vote a proxy. We maintain a "conflicted
list" for proxy voting purposes.

As of January 1, 2004, Jay Sekelsky represents the Investment Committee
subcommittee described above.

ERISA FIDUCIARY ACCOUNTS

As a general rule, an ERISA plan Trustee is required to vote proxies. However,
the fiduciary act of managing plan assets includes the responsibility to vote
proxies on plan-owned stock when the named fiduciary has delegated management
responsibility to an investment manager. Therefore, unless another named
fiduciary (Trustee, another investment manager, consultant, plan administrator,
employer, etc.) for any ERISA client expressly reserves the right to vote
proxies, we are required to do so. In most cases, the plan document will specify
who is required to vote proxies.

It is important that our investment management agreement (or the ERISA client's
plan document) (collectively, the "Contracts") address the issue of who is
responsible for voting proxies.

1. If the Contracts expressly preclude us from voting proxies, then the Trustee
must vote proxies attributable to our ERISA client's accounts.

2. On the other hand, if the Contracts are silent or simply state that we "may"
vote proxies, then it is our fiduciary duty to affirmatively vote under ERISA.

ERISA requires us, when we are responsible for voting proxies:

1. To maintain voting records for review by the named fiduciary of the plan; and

2. Ensure that the custodian (or plan Trustee, as the case may be) forward to us
all proxies received so that we may vote them in a timely manner.



Our general policy is to vote all ERISA plan proxies received in the same manner
as we vote non-ERISA plan proxies described above. Again, as a matter of
standard operating procedure, all proxies received shall be voted (by telephone
or Internet).

ADDITIONAL RECORDKEEPING RULES RELATED TO PROXY VOTING

We must keep any written documents (including email) we prepared that were
material to making a decision on how to vote a proxy (or that memorialized the
basis for our decision). As noted above, we need not keep a copy of the actual
proxy statements we received if they are available on the SEC's EDGAR database.

We must keep in the applicable client file records of written client requests
for proxy voting information. We must, of course, also keep a copy in the client
file of any of our written responses to clients who asked for such information
either in writing or orally.

We retained the services of ProxyEdge to maintain the records of the proxy votes
we cast on behalf of clients. To the extent we vote any proxies outside of this
service (for example, for logistical purposes, certain Madison Scottsdale
proxies may not be maintained by this service), then copies of the voted proxy
must be maintained in the applicable client or research file, as the case may
be.

Unless an investment company invests exclusively in non-voting securities, it
shall file Form N-PX annually with the U.S. Securities and Exchange Commission
no later than August 31 for the period covering the previous July 1 through June
30.