The following is a description of the policies and procedures that it uses to
determine how to vote proxies relating to portfolio securities as contained in
the following Glass Lewis' Proxy Paper Guidelines -- 2011 Proxy Season.

Where determined appropriate by the Adviser in order to comply with Federal
securities regulations and the rules promulgated thereunder, the Fund reserves
the right to shadow vote certain proxies received by it with respect to the
annual or special meetings of shareholders for companies in which the Fund is
invested.



I. A BOARD OF DIRECTORS THAT

 SERVES THE INTERESTS OF SHAREHOLDERS
================================================================================

ELECTION OF DIRECTORS

The  purpose  of  Glass  Lewis'  proxy  research  and  advice  is  to facilitate
shareholder   voting   in   favor  of  governance  structures  that  will  drive
performance,  create  shareholder  value  and maintain a proper tone at the top.
Glass  Lewis  looks for talented boards with a record of protecting shareholders
and  delivering  value  over  the  medium- and long-term. We believe that boards
working   to  protect  and  enhance  the  best  interests  of  shareholders  are
independent,  have directors with diverse backgrounds, have a record of positive
performance, and have members with a breadth and depth of relevant experience.

Independence

The  independence  of  directors,  or  lack  thereof, is ultimately demonstrated
through  the decisions they make. In assessing the independence of directors, we
will  take  into consideration, when appropriate, whether a director has a track
record  indicative  of  making objective decisions. Likewise, when assessing the
independence  of  directors we will also examine when a director's service track
record  on  multiple  boards  indicates  a  lack  of  objective decision-making.
Ultimately, we believe the determination of whether a director is independent or
not   must   take   into  consideration  both  compliance  with  the  applicable
independence listing requirements as well as judgments made by the director.

We  look  at  each director nominee to examine the director's relationships with
the  company,  the  company's  executives,  and  other  directors. We do this to
evaluate  whether  personal, familial, or financial relationships (not including
director compensation) may impact the director's decisions. We believe that such
relationships  make  it  difficult for a director to put shareholders' interests
above  the  director's  or the related party's interests. We also believe that a
director  who  owns  more  than  20%  of  a  company  can exert disproportionate
influence on the board and, in particular, the audit committee.

Thus, we put directors into three categories based on an examination of the type
of relationship they have with the company:

      Independent  Director - An independent director has no material financial,
      familial  or other current relationships with the company, its executives,
      or  other  board  members, except for board service and standard fees paid
      for  that  service.  Relationships that existed within three to five years
      NASDAQ originally proposed a five-year look-back period but both it and



                                       1




the  NYSE ultimately settled on a three-year look-back prior to finalizing their
rules. A five-year standard is more appropriate, in our view, because we believe
that  the  unwinding  of conflicting relationships between former management and
board members is more likely to be complete and final after five years. However,
Glass  Lewis does not apply the five-year look-back period to directors who have
previously served as executives of the company on an interim basis for less than
one  year.  before  the inquiry are usually considered "current" for purposes of
this test.

In  our  view,  a  director  who  is  currently serving in an interim management
position should be considered an insider, while a director who previously served
in  an  interim  management  position  for  less  than one year and is no longer
serving  in  such  capacity  is considered independent. Moreover, a director who
previously  served in an interim management position for over one year and is no
longer  serving  in  such  capacity  is  considered  an affiliate for five years
following  the  date  of  his/her  resignation  or  departure  from  the interim
management  position.  Glass  Lewis applies a three-year look-back period to all
directors who have an affiliation with the company other than former employment,
for which we apply a five-year look-back.

Affiliated  Director - An affiliated director has a material financial, familial
or other relationship with the company or its executives, but is not an employee
of  the  company.  If  a company classifies one of its non-employee directors as
non-independent,  Glass  Lewis will classify that director as an affiliate. This
includes  directors  whose employers have a material financial relationship with
the  company.  We  allow  a  five-year grace period for former executives of the
company  or  merged  companies who have consulting agreements with the surviving
company.  (We  do  not  automatically recommend voting against directors in such
cases for the first five years.) If the consulting agreement persists after this
five-year  grace  period,  we  apply  the materiality thresholds outlined in the
definition  of  "material." In addition, we view a director who owns or controls
20% or more of the company's voting stock as an affiliate.

We view 20% shareholders as affiliates because they typically have access to and
involvement  with  the  management  of a company that is fundamentally different
from  that  of  ordinary  shareholders.  More  importantly, 20% holders may have
interests  that  diverge from those of ordinary holders, for reasons such as the
liquidity (or lack thereof) of their holdings, personal tax issues, etc.


-------------
(1)  NASDAQ originally proposed a five-year look-back period but both it and the
NYSE  ultimately  settled  on  a  three-year look-back prior to finalizing their
rules. A five-year standard is more appropriate, in our view, because we believe
that  the  unwinding  of conflicting relationships between former management and
board members is more likely to be complete and final after five years. However,
Glass  Lewis does not apply the five-year look-back period to directors who have
previously served as executives of the company on an interim basis for less than
one year.

(2)   If   a   company   classifies   one   of  its  non-employee  directors  as
non-independent, Glass Lewis will classify that director as an affiliate.

(3)  We  allow  a five-year grace period for former executives of the company or
merged  companies who have consulting agreements with the surviving company. (We
do  not  automatically  recommend voting against directors in such cases for the
first  five  years.)  If  the consulting agreement persists after this five-year
grace  period, we apply the materiality thresholds outlined in the definition of
"material."

                                       2









     Definition  of  "Material":  A  material  relationship  is one in which the
     dollar value exceeds:

     $50,000 (or  where no amount is disclosed) for directors who are paid for a
          service  they have agreed to perform for the company, outside of their
          service as a director, including professional or other services; or

     $120,000 (or  where no amount is disclosed) for those directors employed by
          a  professional  services firm such as a law firm, investment bank, or
          consulting  firm  where the company pays the firm, not the individual,
          for  services.  This  dollar  limit  would  also  apply  to charitable
          contributions  to  schools  where  a  board  member is a professor; or
          charities  where a director serves on the board or is an executive; We
          will  generally  take  into  consideration the size and nature of such
          charitable  entities  in  relation  to the company's size and industry
          along  with  any other relevant factors such as the director's role at
          the  charity.  However,  unlike  for  other  types  of  related  party
          transactions,  Glass Lewis generally does not apply a look-back period
          to affiliated relationships involving charitable contributions; if the
          relationship  ceases, we will consider the director to be independent.
          and  any aircraft and real estate dealings between the company and the
          director's firm; or

     1% of  either  company's  consolidated  gross  revenue for other business
          relationships  (e.g.,  where the director is an executive officer of a
          company  that provides services or products to or receives services or
          products from the company).

     Definition of "Familial": Familial relationships include a person's spouse,
     parents,  children, siblings, grandparents, uncles, aunts, cousins, nieces,
     nephews,  in-laws,  and  anyone  (other than domestic employees) who shares
     such person's home. A director is an affiliate if the director has a family
     member  who  is  employed  by  the company and who receives compensation of
     $120,000 or more per year or the compensation is not disclosed.

     Definition  of  "Company": A company includes any parent or subsidiary in a
     group  with the company or any entity that merged with, was acquired by, or
     acquired the company.

Inside  Director - An inside director simultaneously serves as a director and as
an  employee  of  the company. This category may include a chairman of the board
who acts as an employee of the company or is paid as an employee of the company.
In  our  view,  an  inside  director who derives a greater amount of income as a
result   of  affiliated  transactions  with  the  company  rather  than  through
compensation  paid  by  the  company  (i.e.,  salary,  bonus,  etc. as a company
employee)  faces  a  conflict  between  making  decisions  that  are in the best
interests  of  the  company  versus  those in the director's own best interests.
Therefore, we will recommend voting against such a director.

--------------
(4)  We  will  generally  take  into  consideration  the size and nature of such
charitable  entities  in  relation to the company's size and industry along with
any  other relevant factors such as the director's role at the charity. However,
unlike for other types of related party transactions, Glass Lewis generally does
not  apply  a  look-back period to affiliated relationships involving charitable
contributions;  if  the relationship ceases, we will consider the director to be
independent.


                                       3




Voting Recommendations on the Basis of Board Independence

Glass  Lewis believes a board will be most effective in protecting shareholders'
interests  if  it  is  at least two-thirds independent. We note that each of the
Business  Roundtable,  the  Conference  Board,  and the Council of Institutional
Investors advocates that two-thirds of the board be independent. Where more than
one-third of the members are affiliated or inside directors, we typically With a
staggered  board, if the affiliates or insiders that we believe should not be on
the  board  are not up for election, we will express our concern regarding those
directors,  but  we  will  not  recommend voting against the other affiliates or
insiders  who  are  up  for  election  just  to achieve two-thirds independence.
However,  we  will consider recommending voting against the directors subject to
our  concern  at  their  next  election if the concerning issue is not resolved.
recommend voting against some of the inside and/or affiliated directors in order
to satisfy the two-thirds threshold.

However,  where a director serves on a board as a representative (as part of his
or  her  basic  responsibilities)  of  an  investment firm with greater than 20%
ownership,  we  will  generally  consider  him/her to be affiliated but will not
recommend  voting  against  unless  (i) the investment firm has disproportionate
board  representation or (ii) the director serves on the audit committee. I

In  the  case  of a less than two-thirds independent board, Glass Lewis strongly
supports the existence of a presiding or lead director with authority to set the
meeting agendas and to lead sessions outside the insider chairman's presence.

In  addition,  we scrutinize avowedly "independent" chairmen and lead directors.
We  believe that they should be unquestionably independent or the company should
not tout them as such.


-------------
(5) With a staggered board, if the affiliates or insiders that we believe should
not  be  on  the  board  are  not  up  for election, we will express our concern
regarding  those  directors,  but we will not recommend voting against the other
affiliates  or  insiders  who  are  up  for  election just to achieve two-thirds
independence.   However,  we  will  consider  recommending  voting  against  the
directors  subject to our concern at their next election if the concerning issue
is not resolved.

(6)  We  will recommend voting against an audit committee member who owns 20% or
more  of  the  company's stock, and we believe that there should be a maximum of
one  director  (or no directors if the committee is comprised of less than three
directors)  who  owns  20%  or  more of the company's stock on the compensation,
nominating, and governance committees.



                                       4






Committee Independence

We  believe  that  only independent directors should serve on a company's audit,
compensation,  nominating,  and  governance committees. We will recommend voting
against  an  audit committee member who owns 20% or more of the company's stock,
and  we  believe that there should be a maximum of one director (or no directors
if the committee is comprised of less than three directors) who owns 20% or more
of   the  company's  stock  on  the  compensation,  nominating,  and  governance
committees. We typically recommend that shareholders vote against any affiliated
or inside director seeking appointment to an audit, compensation, nominating, or
governance committee, or who has served in that capacity in the past year.

         Independent Chairman

      Glass  Lewis  believes  that separating the roles of CEO (or, more rarely,
      another  executive  position)  and  chairman  creates  a better governance
      structure  than a combined CEO/chairman position. An executive manages the
      business  according to a course the board charts. Executives should report
      to the board regarding their performance in achieving goals the board set.
      This  is  needlessly  complicated  when  a  CEO  chairs the board, since a
      CEO/chairman presumably will have a significant influence over the board.

      It  can  become  difficult for a board to fulfill its role of overseer and
      policy  setter  when  a CEO/chairman controls the agenda and the boardroom
      discussion.  Such  control can allow a CEO to have an entrenched position,
      leading  to  longer-than-optimal  terms,  fewer checks on management, less
      scrutiny  of  the  business  operation,  and  limitations  on independent,
      shareholder-focused goal-setting by the board.

      A  CEO  should  set the strategic course for the company, with the board's
      approval,  and  the  board  should  enable  the CEO to carry out the CEO's
      vision  for  accomplishing  the board's objectives. Failure to achieve the
      board's  objectives should lead the board to replace that CEO with someone
      in whom the board has confidence.

      Likewise,  an independent chairman can better oversee executives and set a
      pro-shareholder  agenda  without  the  management conflicts that a CEO and
      other  executive  insiders  often  face.  Such  oversight  and concern for
      shareholders  allows for a more proactive and effective board of directors
      that is better able to look out for the interests of shareholders.

       Further, it is the board's responsibility to select a chief executive who
      can  best  serve a company and its shareholders and to replace this person
      when  his  or  her  duties  have  not been appropriately fulfilled. Such a
      replacement  becomes  more  difficult and happens less frequently when the
      chief executive is also in the position of overseeing the board.

                                       5




We recognize that empirical evidence regarding the separation of these two roles
remains  inconclusive. However, Glass Lewis believes that the installation of an
independent  chairman  is  almost  always  a  positive  step  from  a  corporate
governance perspective and promotes the best interests of shareholders. Further,
the presence of an independent chairman fosters the creation of a thoughtful and
dynamic  board,  not dominated by the views of senior management. Encouragingly,
many  companies  appear to be moving in this direction--one study even indicates
that  less  than  12  percent of incoming CEOs in 2009 were awarded the chairman
title,  versus  48 percent as recently as 2002. Ken Favaro, Per-Ola Karlsson and
Gary   Neilson.   "CEO   Succession  2000-2009:  A  Decade  of  Convergence  and
Compression."  Booz  &  Company (from Strategy+Business, Issue 59, Summer 2010).
Another  study  finds that 40 percent of S&P 500 boards now separate the CEO and
chairman  roles,  up from 23 percent in 2000, although the same study found that
only  19  percent  of  S&P 500 chairs are independent, versus 9 percent in 2005.
Spencer Stuart Board Index, 2010, p. 4.

We  do  not  recommend  that shareholders vote against CEOs who chair the board.
However,  we  typically encourage our clients to support separating the roles of
chairman  and  CEO  whenever that question is posed in a proxy (typically in the
form  of a shareholder proposal), as we believe that it is in the long-term best
interests of the company and its shareholders.

Performance

The  most  crucial  test  of  a  board's  commitment  to  the  company  and  its
shareholders  lies  in  the actions of the board and its members. We look at the
performance  of these individuals as directors and executives of the company and
of other companies where they have served.

      Voting Recommendations on the Basis of Performance

      We   disfavor  directors  who  have  a  record  of  not  fulfilling  their
      responsibilities  to  shareholders  at  any company where they have held a
      board or executive position. We typically recommend voting against:

1.  A  director  who  fails  to  attend a minimum of 75% of board and applicable
committee  meetings,  calculated in the aggregate.


------------
(7)  Ken Favaro, Per-Ola Karlsson and Gary Neilson. "CEO Succession 2000-2009: A
Decade  of Convergence and Compression." Booz & Company (from Strategy+Business,
Issue 59, Summer 2010).

(8) Spencer Stuart Board Index, 2010, p. 4.

(9)  However,  where  a director has served for less than one full year, we will
typically  not  recommend  voting against for failure to attend 75% of meetings.
Rather,  we  will  note  the poor attendance with a recommendation to track this
issue  going  forward.  We  will  also refrain from recommending to vote against
directors  when the proxy discloses that the director missed the meetings due to
serious illness or other extenuating circumstances.

                                       6


2.  A  director  who  belatedly filed a significant form(s) 4 or 5, or who has a
pattern  of late filings if the late filing was the director's fault (we look at
these late filing situations on a case-by-case basis).

3.  A  director  who  is  also the CEO of a company where a serious and material
restatement   has   occurred   after   the  CEO  had  previously  certified  the
pre-restatement financial statements.

4.  A director who has received two against recommendations from Glass Lewis for
identical  reasons  within  the  prior  year  at  different  companies (the same
situation  must  also apply at the company being analyzed). 5. All directors who
served  on the board if, for the last three years, the company's performance has
been  in  the  bottom  quartile  of  the sector and the directors have not taken
reasonable steps to address the poor performance.

      Audit Committees and Performance

Audit  committees  play  an  integral role in overseeing the financial reporting
process  because  "[v]ibrant  and  stable capital markets depend on, among other
things, reliable, transparent, and objective financial information to support an
efficient  and  effective capital market process. The vital oversight role audit
committees play in the process of producing financial information has never been
more important."

When  assessing  an  audit  committee's  performance, we are aware that an audit
committee  does  not prepare financial statements, is not responsible for making
the key judgments and assumptions that affect the financial statements, and does
not audit the numbers or the disclosures provided to investors. Rather, an audit
committee   member  monitors  and  oversees  the  process  and  procedures  that
management and auditors perform. The 1999 Report and Recommendations of the Blue
Ribbon  Committee  on  Improving the Effectiveness of Corporate Audit Committees
stated it best:

               A  proper and well-functioning system exists, therefore, when the
               three  main groups responsible for financial reporting - the full
               board   including   the  audit  committee,  financial  management
               including  the internal auditors, and the outside auditors - form
               a  'three  legged  stool'  that  supports  responsible  financial
               disclosure  and  active  participatory oversight. However, in the
               view  of  the Committee, the audit committee must be 'first among
               equals'  in  this  process,  since  the  audit  committee  is  an
               extension of the full board and hence the ultimate monitor of the
               process.

----------------
(10)  Audit  Committee Effectiveness - What Works Best." PricewaterhouseCoopers.
The Institute of Internal Auditors Research Foundation. 2005.


                                       7




         Standards for Assessing the Audit Committee

For  an  audit  committee  to function effectively on investors' behalf, it must
include  members  with  sufficient  knowledge  to  diligently  carry  out  their
responsibilities.  In  its  audit and accounting recommendations, the Conference
Board  Commission  on  Public  Trust and Private Enterprise said "members of the
audit  committee  must  be independent and have both knowledge and experience in
auditing  financial matters."

We are skeptical of audit committees where there are members that lack expertise
as  a  Certified  Public  Accountant  (CPA),  Chief  Financial  Officer (CFO) or
corporate  controller  or similar experience. While we will not necessarily vote
against  members  of  an  audit committee when such expertise is lacking, we are
more  likely  to  vote  against  committee  members  when  a  problem  such as a
restatement occurs and such expertise is lacking.

Glass  Lewis generally assesses audit committees against the decisions they make
with  respect  to their oversight and monitoring role. The quality and integrity
of   the   financial  statements  and  earnings  reports,  the  completeness  of
disclosures  necessary  for  investors  to  make  informed  decisions,  and  the
effectiveness  of the internal controls should provide reasonable assurance that
the  financial  statements  are materially free from errors. The independence of
the  external  auditors  and  the  results  of  their  work  all  provide useful
information by which to assess the audit committee.

When  assessing  the  decisions and actions of the audit committee, we typically
defer  to  its  judgment  and  would  vote in favor of its members, but we would
recommend   voting   against   the   following   members   under  the  following
circumstances:

----------

(11)  Commission  on  Public Trust and Private Enterprise. The Conference Board.
2003.

(12)  Where  the  recommendation  is to vote against the committee chair but the
chair is not up for election because the board is staggered, we do not recommend
voting  against the members of the committee who are up for election; rather, we
will simply express our concern with regard to the committee chair.

                                       8




1.  All  members  of the audit committee when options were backdated, there is a
lack  of  adequate  controls  in  place,  there was a resulting restatement, and
disclosures  indicate  there  was  a  lack  of documentation with respect to the
option grants.

2.  The  audit committee chair, if the audit committee does not have a financial
expert  or  the  committee's  financial  expert  does  not  have  a demonstrable
financial  background  sufficient  to  understand the financial issues unique to
public companies.

3.  The  audit  committee  chair, if the audit committee did not meet at least 4
times during the year.

4. The audit committee chair, if the committee has less than three members.

5.  Any  audit committee member who sits on more than three public company audit
committees,  unless the audit committee member is a retired CPA, CFO, controller
or  has  similar  experience,  in which case the limit shall be four committees,
taking  time and availability into consideration including a review of the audit
committee  member's  attendance at all board and committee meetings.

6.  All  members of an audit committee who are up for election and who served on
the  committee  at  the time of the audit, if audit and audit-related fees total
one-third  or  less  of  the  total  fees  billed  by  the auditor.

7.  The  audit committee chair when tax and/or other fees are greater than audit
and  audit-related  fees paid to the auditor for more than one year in a row (in
which case we also recommend against ratification of the auditor).

8.  All  members of an audit committee where non-audit fees include fees for tax
services (including, but not limited to, such things as tax avoidance or shelter
schemes)  for senior executives of the company. Such services are now prohibited
by the PCAOB.

9.  All  members  of  an  audit committee that reappointed an auditor that we no
longer  consider to be independent for reasons unrelated to fee proportions.

----------

(13)  Glass  Lewis  may  exempt  certain  audit committee members from the above
threshold  if,  upon further analysis of relevant factors such as the director's
experience,  the  size,  industry-mix and location of the companies involved and
the director's attendance at all the companies, we can reasonably determine that
the  audit  committee  member is likely not hindered by multiple audit committee
commitments.


                                       9




10.  All  members  of  an  audit  committee when audit fees are excessively low,
especially when compared with other companies in the same industry.

11.   The  audit  committee  chair  if  the  committee  failed  to  put  auditor
ratification  on  the ballot for shareholder approval. However, if the non-audit
fees  or  tax fees exceed audit plus audit-related fees in either the current or
the  prior year, then Glass Lewis will recommend voting against the entire audit
committee.

12.  All  members  of  an  audit  committee  where  the auditor has resigned and
reported that a section 10A letter has been issued.

13.  All  members of an audit committee at a time when material accounting fraud
occurred  at  the  company.

14.  All  members  of  an  audit committee at a time when annual and/or multiple
quarterly  financial  statements  had  to  be restated, and any of the following
factors apply:

     o    The restatement involves fraud or manipulation by insiders;

     o    The restatement is accompanied by an SEC inquiry or investigation;

     o    The restatement involves revenue recognition;

     o    The  restatement  results  in a greater than 5% adjustment to costs of
          goods sold, operating expense, or operating cash flows; or

     o    The restatement results in a greater than 5% adjustment to net income,
          10%  adjustment  to  assets or shareholders equity, or cash flows from
          financing or investing activities.

------------

(14)  In all cases, if the chair of the committee is not specified, we recommend
voting against the director who has been on the committee the longest.

(15)  Auditors  are  required to report all potential illegal acts to management
and  the  audit  committee unless they are clearly inconsequential in nature. If
the audit committee or the board fails to take appropriate action on an act that
has  been  determined  to  be a violation of the law, the independent auditor is
required  to  send  a  section  10A letter to the SEC. Such letters are rare and
therefore we believe should be taken seriously.

(16)  Recent  research indicates that revenue fraud now accounts for over 60% of
SEC  fraud cases, and that companies that engage in fraud experience significant
negative  abnormal  stock  price  declines--facing  bankruptcy,  delisting,  and
material  asset sales at much higher rates than do non-fraud firms (Committee of
Sponsoring  Organizations  of  the  Treadway  Commission.  "Fraudulent Financial
Reporting: 1998-2007." May 2010).


                                       10






15.  All  members  of an audit committee if the company repeatedly fails to file
its  financial  reports  in a timely fashion. For example, the company has filed
two  or  more  quarterly  or  annual financial statements late within the last 5
quarters.

16.  All  members  of  an  audit committee when it has been disclosed that a law
enforcement agency has charged the company and/or its employees with a violation
of the Foreign Corrupt Practices Act (FCPA).

17. All members of an audit committee when the company has aggressive accounting
policies  and/or  poor  disclosure  or  lack  of  sufficient transparency in its
financial statements.

18.  All  members  of  the audit committee when there is a disagreement with the
auditor and the auditor resigns or is dismissed.

19.  All  members  of  the  audit  committee  if  the  contract with the auditor
specifically  limits  the  auditor's  liability  to the company for damages.

20.  All  members  of  the  audit  committee  who  served  since the date of the
company's  last  annual  meeting,  and  when, since the last annual meeting, the
company  has  reported  a material weakness that has not yet been corrected, or,
when the company has an ongoing material weakness from a prior year that has not
yet been corrected.

We  also  take  a  dim view of audit committee reports that are boilerplate, and
which  provide  little  or  no  information or transparency to investors. When a
problem such as a material weakness, restatement or late filings occurs, we take
into consideration, in forming our judgment with respect to the audit committee,
the transparency of the audit committee report.

         Compensation Committee Performance

Compensation  committees  have  the final say in determining the compensation of
executives.   This   includes  deciding  the  basis  on  which  compensation  is
determined,  as  well  as the amounts and types of compensation to be paid. This
process   begins  with  the  hiring  and  initial  establishment  of  employment
agreements,  including  the  terms for such items as pay, pensions and severance
arrangements.  It  is  important  in establishing compensation arrangements that
compensation be consistent with, and based on the long-term economic performance
of, the business's long-term shareholders returns.

------------

(17) The Council of Institutional Investors. "Corporate Governance Policies," p.
4,  April  5,  2006;  and "Letter from Council of Institutional Investors to the
AICPA," November 8, 2006.


                                       11




Compensation   committees   are  also  responsible  for  the  oversight  of  the
transparency of compensation. This oversight includes disclosure of compensation
arrangements,  the  matrix used in assessing pay for performance, and the use of
compensation   consultants.   In   order  to  ensure  the  independence  of  the
compensation  consultant,  we  believe  the  compensation  committee should only
engage  a compensation consultant that is not also providing any services to the
company or management apart from their contract with the compensation committee.
It is important to investors that they have clear and complete disclosure of all
the  significant  terms  of  compensation arrangements in order to make informed
decisions  with  respect  to  the  oversight  and  decisions of the compensation
committee.

Finally,  compensation  committees  are  responsible  for  oversight of internal
controls  over  the  executive compensation process. This includes controls over
gathering  information  used  to determine compensation, establishment of equity
award  plans,  and  granting  of  equity  awards.  Lax  controls  can  and  have
contributed  to  conflicting information being obtained, for example through the
use  of  nonobjective  consultants. Lax controls can also contribute to improper
awards  of  compensation  such as through granting of backdated or spring-loaded
options,  or  granting of bonuses when triggers for bonus payments have not been
met.

Central  to  understanding  the actions of a compensation committee is a careful
review  of  the  Compensation  Discussion and Analysis (CD&A) report included in
each  company's  proxy.  We  review  the  CD&A  in our evaluation of the overall
compensation  practices of a company, as overseen by the compensation committee.
The  CD&A  is  also  integral  to  the  evaluation  of compensation proposals at
companies,  such  as  advisory  votes  on  executive  compensation,  which allow
shareholders to vote on the compensation paid to a company's top executives.

       In  our  evaluation  of  the  CD&A,  we examine, among other factors, the
following:

           1. The extent to which the company uses appropriate performance goals
           and metrics in determining overall compensation as an indication that
           pay is tied to performance.

           2. How clearly the company discloses performance metrics and goals so
           that  shareholders  may  make an independent determination that goals
           were met.


                                       12




           3. The extent to which the performance metrics, targets and goals are
           implemented  to  enhance  company  performance  and encourage prudent
           risk-taking.

           4.  The  selected  peer  group(s)  so  that  shareholders  can make a
           comparison of pay and performance across the appropriate peer group.

           5.  The extent to which the company benchmarks compensation levels at
           a  specific percentile of its peer group along with the rationale for
           selecting such a benchmark.

           6.  The  amount  of discretion granted management or the compensation
           committee  to  deviate  from defined performance metrics and goals in
           making  awards,  as  well  as  the appropriateness of the use of such
           discretion.

We  provide  an  overall  evaluation  of  the quality and content of a company's
executive  compensation policies and procedures as disclosed in a CD&A as either
good, fair or poor.

We  evaluate  compensation  committee  members on the basis of their performance
while  serving  on the compensation committee in question, not for actions taken
solely  by  prior  committee  members  who  are  not  currently  serving  on the
committee.  At  companies  that  provide  shareholders with non-binding advisory
votes  on  executive  compensation  ("Say-on-Pay"),  we  will use the Say-on-Pay
proposal  as  the  initial,  primary  means  to express dissatisfaction with the
company's  compensation  polices  and  practices rather than recommending voting
against  members  of  the  compensation  committee (except in the most egregious
cases).

When  assessing  the  performance  of compensation committees, we will recommend
voting  against  for  the following:

     1.  All  members  of the compensation committee who are up for election and
     served at the time of poor pay-for-performance (e.g., a company receives an
     F  grade  in  our  pay-for-performance  analysis) when shareholders are not
     provided  with  an  advisory  vote  on executive compensation at the annual
     meeting.

------------

(18)  Where  the  recommendation  is to vote against the committee chair and the
chair is not up for election because the board is staggered, we do not recommend
voting  against any members of the committee who are up for election; rather, we
will simply express our concern with regard to the committee chair.

(19)  Where  there  are  multiple  CEOs  in  one  year,  we  will  consider  not
recommending  against  the  compensation  committee  but  will defer judgment on
compensation  policies  and  practices  until the next year or a full year after
arrival  of  the new CEO. In addition, if a company provides shareholders with a
Say-on-Pay proposal and receives an F grade in our pay-for-performance model, we
will  recommend  that  shareholders  only  vote  against the Say-on-Pay proposal
rather  than  the  members  of  the  compensation  committee, unless the company
exhibits  egregious  practices.  However,  if  the company receives successive F
grades, we will then recommend against the members of the compensation committee
in addition to recommending voting against the Say-on-Pay proposal.

                                       13




2.  Any  member of the compensation committee who has served on the compensation
committee  of  at least two other public companies that received F grades in our
pay-for-performance model and who is also suspect at the company in question.

3.  The  compensation  committee  chair  if the company received two D grades in
consecutive  years  in  our pay-for-performance analysis, and if during the past
year  the  Company performed the same as or worse than its peers.

4.  All  members of the compensation committee (during the relevant time period)
if  the  company  entered  into excessive employment agreements and/or severance
agreements.  5. All members of the compensation committee when performance goals
were  changed  (i.e.,  lowered)  when  employees failed or were unlikely to meet
original  goals,  or  performance-based  compensation was paid despite goals not
being  attained.  6.  All  members  of  the  compensation committee if excessive
employee perquisites and benefits were allowed.

7.  The  compensation committee chair if the compensation committee did not meet
during  the  year,  but  should  have  (e.g., because executive compensation was
restructured  or  a new executive was hired).

8.  All  members of the compensation committee when the company repriced options
or  completed a "self tender offer" without shareholder approval within the past
two years.

------------------

(20)  In cases where the company received two D grades in consecutive years, but
during  the  past  year  the company performed better than its peers or improved
from  an  F  to  a  D grade year over year, we refrain from recommending to vote
against  the compensation chair. In addition, if a company provides shareholders
with a Say-on-Pay proposal in this instance, we will consider voting against the
advisory  vote  rather  than the compensation committee chair unless the company
exhibits unquestionably egregious practices.

                                       14




9.  All  members  of  the  compensation  committee  when vesting of in-the-money
options is accelerated or when fully vested options are granted.

10.  All  members of the compensation committee when option exercise prices were
backdated.  Glass  Lewis will recommend voting against an executive director who
played a role in and participated in option backdating.

11.  All  members of the compensation committee when option exercise prices were
spring-loaded or otherwise timed around the release of material information.

12.  All members of the compensation committee when a new employment contract is
given to an executive that does not include a clawback provision and the company
had a material restatement, especially if the restatement was due to fraud.

13. The chair of the compensation committee where the CD&A provides insufficient
or  unclear  information  about  performance  metrics  and goals, where the CD&A
indicates  that  pay  is  not  tied  to  performance,  or where the compensation
committee  or  management has excessive discretion to alter performance terms or
increase amounts of awards in contravention of previously defined targets.

14.  All members of the compensation committee during whose tenure the committee
failed  to  implement  a  shareholder  proposal regarding a compensation-related
issue,  where  the  proposal  received the affirmative vote of a majority of the
voting  shares at a shareholder meeting, and when a reasonable analysis suggests
that  the  compensation  committee (rather than the governance committee) should
have  taken  steps  to  implement  the  request.

         Nominating and Governance Committee Performance

      The   nominating   and   governance   committee,  as  an  agency  for  the
      shareholders,  is  responsible  for  the  governance  by  the board of the
      company  and  its  executives.  In  performing  this  role,  the  board is
      responsible and accountable for selection of objective and competent board
      members.  It  is  also  responsible for providing leadership on governance
      policies   adopted   by  the  company,  such  as  decisions  to  implement
      shareholder proposals that have received a majority vote.

------------

(21)  In  all  other  instances  (i.e.  a  non-compensation-related  shareholder
proposal  should  have  been  implemented)  we  recommend that shareholders vote
against the members of the governance committee.


                                       15




Consistent  with  Glass  Lewis'  philosophy  that  boards  should  have  diverse
backgrounds  and  members  with  a  breadth and depth of relevant experience, we
believe that nominating and governance committees should consider diversity when
making  director nominations within the context of each specific company and its
industry.  In  our view, shareholders are best served when boards make an effort
to  ensure  a  constituency  that is not only reasonably diverse on the basis of
age,  race, gender and ethnicity, but also on the basis of geographic knowledge,
industry experience and culture.

Regarding  the  nominating and or governance committee, we will recommend voting
against  the  following:

1.  All members of the governance committee during whose tenure the board failed
to  implement  a  shareholder  proposal  with a direct and substantial impact on
shareholders  and  their  rights  -  i.e.,  where  the  proposal received enough
shareholder votes (at least a majority) to allow the board to implement or begin
to implement that proposal. Examples of these types of shareholder proposals are
majority vote to elect directors and to declassify the board.

2.  The  governance committee chair, when the chairman is not independent and an
independent lead or presiding director has not been appointed.



-----------

(22)  Where we would recommend to vote against the committee chair but the chair
is  not  up  for  election  because  the board is staggered, we do not recommend
voting  against any members of the committee who are up for election; rather, we
will simply express our concern regarding the committee chair.

(23)  If  the  board  does  not have a governance committee (or a committee that
serves  such  a  purpose),  we recommend voting against the entire board on this
basis.

(24)   Where  a  compensation-related  shareholder  proposal  should  have  been
implemented,  and  when  a  reasonable analysis suggests that the members of the
compensation   committee   (rather  than  the  governance  committee)  bear  the
responsibility   for  failing  to  implement  the  request,  we  recommend  that
shareholders only vote against members of the compensation committee.

(25) If the committee chair is not specified, we
recommend voting against the director who has been on the committee the longest.
If  the longest-serving committee member cannot be determined, we will recommend
voting  against  the longest-serving board member serving on the committee.

(26)  We believe that one independent individual should be appointed to serve as
the lead or presiding director.

                                       16



When such a position is rotated among directors from meeting to meeting, we will
recommend voting against as if there were no lead or presiding director. We note
that  each  of the Business Roundtable, The Conference Board, and the Council of
Institutional Investors advocates that two-thirds of the board be independent.

3. In the absence of a nominating committee, the governance committee chair when
there  are  less than five or the whole nominating committee when there are more
than  20  members  on  the  board.

4.  The  governance  committee  chair,  when  the committee fails to meet at all
during the year.

5.  The  governance  committee chair, when for two consecutive years the company
provides   what  we  consider  to  be  "inadequate"  related  party  transaction
disclosure  (i.e.  the  nature  of such transactions and/or the monetary amounts
involved  are  unclear  or  excessively  vague,  thereby  preventing  an average
shareholder  from  being able to reasonably interpret the independence status of
multiple directors above and beyond what the company maintains is compliant with
SEC or applicable stock-exchange listing requirements).

Regarding  the  nominating  committee,  we  will  recommend  voting  against the
following:

1.  All  members  of  the  nominating committee, when the committee nominated or
renominated  an  individual  who had a significant conflict of interest or whose
past  actions  demonstrated  a  lack  of  integrity  or  inability  to represent
shareholder interests.

2.  The  nominating  committee  chair,  if the nominating committee did not meet
during  the year, but should have (i.e., because new directors were nominated or
appointed since the time of the last annual meeting).

3. In the absence of a governance committee, the nominating committee chair when
the  chairman  is not independent, and an independent lead or presiding director
has  not  been  appointed.

-----------

(27)  Where we would recommend to vote against the committee chair but the chair
is  not  up  for  election  because  the board is staggered, we do not recommend
voting  against any members of the committee who are up for election; rather, we
will simply express our concern regarding the committee chair.

(28)  If  the committee chair is not specified, we will recommend voting against
the  director  who has been on the committee the longest. If the longest-serving
committee  member  cannot  be  determined,  we will recommend voting against the
longest-serving board member on the committee.

(29)  In  the  absence  of both a governance and a nominating committee, we will
recommend voting against the chairman of the board on this basis.

                                       17




4.  The  nominating  committee chair, when there are less than five or the whole
nominating  committee  when  there are more than 20 members on the board.

5.  The  nominating committee chair, when a director received a greater than 50%
against  vote  the prior year and not only was the director not removed, but the
issues  that  raised  shareholder  concern  were not corrected.

Board-level Risk Management Oversight

Glass  Lewis evaluates the risk management function of a public company board on
a  strictly  case-by-case  basis.  Sound risk management, while necessary at all
companies,  is  particularly  important  at  financial  firms  which  inherently
maintain significant exposure to financial risk. We believe such financial firms
should have a chief risk officer reporting directly to the board and a dedicated
risk  committee  or  a  committee  of  the  board  charged  with risk oversight.
Moreover,  many  non-financial  firms  maintain  strategies which involve a high
level  of  exposure  to financial risk. Similarly, since many non-financial firm
have   significant  hedging  or  trading  strategies,  including  financial  and
non-financial derivatives, those firms should also have a chief risk officer and
a risk committee.

Our  views  on  risk  oversight  are  consistent with those expressed by various
regulatory  bodies.  In its December 2009 Final Rule release on Proxy Disclosure
Enhancements, the SEC noted that risk oversight is a key competence of the board
and   that   additional  disclosures  would  improve  investor  and  shareholder
understanding  of  the  role  of the board in the organization's risk management
practices.  The  final  rules,  which became effective on February 28, 2010, now
explicitly  require  companies  and mutual funds to describe (while allowing for
some degree of flexibility) the board's role in the oversight of risk.

------------

(30)  In  the  absence  of both a governance and a nominating committee, we will
recommend voting against the chairman of the board on this basis.

(31) Considering that shareholder discontent clearly relates to the director who
received  a  greater  than 50% against vote rather than the nominating chair, we
review  the  validity of the issue(s) that initially raised shareholder concern,
follow-up  on  such  matters,  and  only recommend voting against the nominating
chair  if  a  reasonable analysis suggests that it would be most appropriate. In
rare  cases,  we  will consider recommending against the nominating chair when a
director  receives  a  substantial (i.e., 25% or more) vote against based on the
same analysis.


                                       18




When  analyzing  the risk management practices of public companies, we take note
of  any  significant  losses or writedowns on financial assets and/or structured
transactions.  In  cases  where  a  company  has  disclosed  a  sizable  loss or
writedown,  and  where  we  find  that  the company's board-level risk committee
contributed  to  the  loss  through  poor  oversight,  we  would  recommend that
shareholders  vote against such committee members on that basis. In addition, in
cases  where  a company maintains a significant level of financial risk exposure
but fails to disclose any explicit form of board-level risk oversight (committee
or  otherwise), we will consider recommending to vote against
the  chairman  of  the  board  on  that  basis.  However, we generally would not
recommend  voting  against  a  combined  chairman/CEO except in egregious cases.

Experience

We find that a director's past conduct is often indicative of future conduct and
performance.  We often find directors with a history of overpaying executives or
of  serving  on  boards  where  avoidable  disasters  have occurred appearing at
companies  that  follow  these  same  patterns.  Glass  Lewis  has a proprietary
database  of every officer and director serving at 8,000 of the most widely held
U.S.  companies.  We  use  this  database  to track the performance of directors
across companies.

Voting Recommendations on the Basis of Director Experience

We  typically recommend that shareholders vote against directors who have served
on  boards  or  as  executives  of  companies  with records of poor performance,
inadequate   risk  oversight,  overcompensation,  audit-  or  accounting-related
issues,  and/or  other  indicators  of  mismanagement  or  actions  against  the
interests  of  shareholders.

----------

(32)  A  committee  responsible  for  risk  management could be a dedicated risk
committee,   or  another  board  committee,  usually  the  audit  committee  but
occasionally  the  finance  committee,  depending  on  a  given  company's board
structure  and  method  of  disclosure.  At  some companies, the entire board is
charged with risk management.

(33)  We typically apply a three-year look-back to such issues and also research
to  see  whether  the  responsible directors have been up for election since the
time  of  the failure, and if so, we take into account the percentage of support
they received from shareholders.


                                       19



Likewise,  we examine the backgrounds of those who serve on key board committees
to  ensure  that  they  have the required skills and diverse backgrounds to make
informed  judgments  about  the  subject  matter  for  which  the  committee  is
responsible.

Other Considerations

In  addition  to  the  three  key  characteristics  - independence, performance,
experience   -   that   we   use   to   evaluate   board  members,  we  consider
conflict-of-interest issues in making voting recommendations.

         Conflicts of Interest

We  believe  board members should be wholly free of identifiable and substantial
conflicts  of interest, regardless of the overall level of independent directors
on  the  board.  Accordingly,  we  recommend  that shareholders vote against the
following types of affiliated or inside directors:

1.  A  CFO  who  is  on  the board: In our view, the CFO holds a unique position
relative  to  financial reporting and disclosure to shareholders. Because of the
critical  importance  of  financial disclosure and reporting, we believe the CFO
should report to the board and not be a member of it.

2.  A  director  who  is  on  an  excessive  number of boards: We will typically
recommend  voting  against  a director who serves as an executive officer of any
public  company  while  serving on more than two other public company boards and
any  other  director who serves on more than six public company boards typically
receives  an  against  recommendation  from  Glass  Lewis.  Academic  literature
suggests  that  one  board  takes  up  approximately  200 hours per year of each
member's  time.  We  believe this limits the number of boards on which directors
can  effectively serve, especially executives at other companies.

-----------

(34)  Our  guidelines  are similar to the standards set forth by the NACD in its
"Report  of  the  NACD Blue Ribbon Commission on Director Professionalism," 2001
Edition,  pp.  14-15  (also  cited  approvingly  by  the Conference Board in its
"Corporate Governance Best Practices: A Blueprint for the Post-Enron Era," 2002,
p.  17),  which  suggested  that CEOs should not serve on more than 2 additional
boards,  persons  with full-time work should not serve on more than 4 additional
boards, and others should not serve on more than six boards.


                                       20




Further,  we  note  a  recent study has shown that the average number of outside
board  seats held by CEOs of S&P 500 companies is 0.6, down from 0.9 in 2005 and
1.4 in 2000.

3.  A  director,  or  a  director  who has an immediate family member, providing
consulting  or  other  material  professional  services  to  the  company: These
services  may  include legal, consulting, or financial services. We question the
need  for  the  company  to have consulting relationships with its directors. We
view  such  relationships as creating conflicts for directors, since they may be
forced  to  weigh  their own interests against shareholder interests when making
board  decisions. In addition, a company's decisions regarding where to turn for
the  best  professional services may be compromised when doing business with the
professional  services firm of one of the company's directors.

4.  A  director,  or  a director who has an immediate family member, engaging in
airplane,  real  estate, or similar deals, including perquisite-type grants from
the  company,  amounting to more than $50,000: Directors who receive these sorts
of  payments  from  the  company  will  have  to  make unnecessarily complicated
decisions that may pit their interests against shareholder interests.

5.  Interlocking  directorships:  CEOs or other top executives who serve on each
other's  boards  create an interlock that poses conflicts that should be avoided
to ensure the promotion of shareholder interests above all else.

6. All board members who served at a time when a poison pill was adopted without
shareholder  approval  within  the  prior  twelve  months.  Size of the Board of
Directors


While we do not believe there is a universally applicable optimum board size, we
do  believe  boards  should  have  at  least five directors to ensure sufficient
diversity in decision-making and to enable the formation of key board committees
with independent directors. Conversely, we believe that boards with more than 20
members  will  typically  suffer  under  the  weight  of  "too many cooks in the
kitchen"  and  have  difficulty  reaching consensus and making timely decisions.
Sometimes  the  presence of too many voices can make it difficult to draw on the
wisdom  and experience in the room by virtue of the need to limit the discussion
so that each voice may be heard.



---------------

(35) Spencer Stuart Board Index, 2010, p. 8.

(36) We do not apply a look-back period for this situation. The interlock policy
applies  to  both  public  and private companies. We will also evaluate multiple
board interlocks among non-insiders (i.e. multiple directors serving on the same
boards at other companies), for evidence of a pattern of poor oversight.


                                       21





To  that  end,  we  typically  recommend  voting  against  the  chairman  of the
nominating  committee  at  a  board  with fewer than five directors. With boards
consisting  of more than 20 directors, we typically recommend voting against all
members of the nominating committee (or the governance committee, in the absence
of  a  nominating  committee).

Controlled Companies

Controlled  companies  present an exception to our independence recommendations.
The  board's  function  is  to  protect  shareholder interests; however, when an
individual  or  entity owns more than 50% of the voting shares, the interests of
the  majority  of  shareholders  are the interests of that entity or individual.
Consequently,  Glass Lewis does not apply our usual two-thirds independence rule
and  therefore  we  will  not  recommend voting against boards whose composition
reflects the makeup of the shareholder population.

         Independence Exceptions

      The  independence  exceptions that we make for controlled companies are as
follows:

1.  We  do  not  require that controlled companies have boards that are at least
two-thirds  independent. So long as the insiders and/or affiliates are connected
with  the  controlling  entity,  we accept the presence of non-independent board
members.

2.  The  compensation  committee and nominating and governance committees do not
need to consist solely of independent directors.

               a.  We  believe that standing nominating and corporate governance
               committees  at  controlled  companies  are  unnecessary. Although
               having  a  committee  charged  with  the duties of searching for,
               selecting,   and   nominating   independent   directors   can  be
               beneficial,  the  unique  composition  of  a controlled company's
               shareholder base makes such committees weak and irrelevant.


--------------

(37)  The  Conference  Board,  at p. 23 in its report "Corporate Governance Best
Practices,  Id.,"  quotes one of its roundtable participants as stating, "[w]hen
you've  got  a  20  or  30 person corporate board, it's one way of assuring that
nothing is ever going to happen that the CEO doesn't want to happen."


                                       22




               b.  Likewise, we believe that independent compensation committees
               at  controlled  companies  are  unnecessary. Although independent
               directors are the best choice for approving and monitoring senior
               executives'  pay, controlled companies serve a unique shareholder
               population  whose  voting  power  ensures  the  protection of its
               interests.  As  such, we believe that having affiliated directors
               on  a  controlled company's compensation committee is acceptable.
               However,  given that a controlled company has certain obligations
               to minority shareholders we feel that an insider should not serve
               on  the  compensation  committee.  Therefore,  Glass  Lewis  will
               recommend  voting  against  any  insider  (the  CEO or otherwise)
               serving on the compensation committee.

3.  Controlled  companies  do not need an independent chairman or an independent
lead  or  presiding  director. Although an independent director in a position of
authority on the board - such as chairman or presiding director - can best carry
out  the  board's  duties,  controlled  companies  serve  a  unique  shareholder
population whose voting power ensures the protection of its interests.

4.  Where an individual or entity owns more than 50% of a company's voting power
but  the  company  is  not a "controlled" company as defined by relevant listing
standards,  we apply a lower independence requirement of a majority of the board
but  keep all other standards in place. Similarly, where an individual or entity
holds  between  20-50%  of  a  company's  voting  power,  but the company is not
"controlled" and there is not a "majority" owner, we will allow for proportional
representation on the board and committees (excluding the audit committee) based
on the individual or entity's percentage of ownership.

         Size of the Board of Directors

      We have no board size requirements for controlled companies.

         Audit Committee Independence

      We  believe  that  audit  committees  should consist solely of independent
      directors.  Regardless  of a company's controlled status, the interests of
      all  shareholders must be protected by ensuring the integrity and accuracy
      of  the  company's  financial statements. Allowing affiliated directors to
      oversee   the   preparation   of   financial   reports   could  create  an
      insurmountable conflict of interest.


                                       23




Exceptions for Recent IPOs

We  believe  companies  that  have recently completed an initial public offering
("IPO") should be allowed adequate time to fully comply with marketplace listing
requirements as well as to meet basic corporate governance standards. We believe
a  one-year  grace  period  immediately following the date of a company's IPO is
sufficient  time  for  most  companies  to  comply  with all relevant regulatory
requirements  and  to  meet  such  corporate  governance  standards.  Except  in
egregious cases, Glass Lewis refrains from issuing voting recommendations on the
basis  of corporate governance best practices (eg. board independence, committee
membership  and  structure, meeting attendance, etc.) during the one-year period
following an IPO.

However,  in  cases  where a board implements a poison pill preceding an IPO, we
will  consider  voting  against  the  members of the board who served during the
period  of  the  poison  pill's adoption if the board (i) did not also commit to
submit the poison pill to a shareholder vote within 12 months of the IPO or (ii)
did  not  provide  a sound rationale for adopting the pill and the pill does not
expire  in  three  years  or  less.  In our view, adopting such an anti-takeover
device unfairly penalizes future shareholders who (except for electing to buy or
sell  the  stock)  are  unable  to  weigh  in on a matter that could potentially
negatively  impact  their ownership interest. This notion is strengthened when a
board  adopts  a poison pill with a 5-10 year life immediately prior to having a
public shareholder base so as to insulate management for a substantial amount of
time  while  postponing and/or avoiding allowing public shareholders the ability
to vote on the pill's adoption. Such instances are indicative of boards that may
subvert shareholders' best interests following their IPO.

Mutual Fund Boards

Mutual  funds,  or investment companies, are structured differently from regular
public  companies  (i.e.,  operating  companies). Typically, members of a fund's
adviser  are  on the board and management takes on a different role from that of
regular  public  companies.  Thus,  we  focus  on  a short list of requirements,
although many of our guidelines remain the same.

The  following  mutual  fund  policies  are  similar to the policies for regular
public companies:

      1.  Size of the board of directors: The board should be made up of between
      five and twenty directors.

      2.  The  CFO  on the board: Neither the CFO of the fund nor the CFO of the
      fund's registered investment adviser should serve on the board.

      3. Independence of the audit committee: The audit committee should consist
      solely of independent directors.


                                       24




      4.  Audit  committee  financial  expert:  At least one member of the audit
      committee should be designated as the audit committee financial expert.

The following differences from regular public companies apply at mutual funds:

      1.  Independence  of  the  board:  We  believe  that  three-fourths  of an
      investment  company's  board  should  be made up of independent directors.
      This  is consistent with a proposed SEC rule on investment company boards.
      The  Investment  Company  Act requires 40% of the board to be independent,
      but  in  2001,  the  SEC  amended  the  Exemptive  Rules to require that a
      majority  of a mutual fund board be independent. In 2005, the SEC proposed
      increasing  the  independence threshold to 75%. In 2006, a federal appeals
      court ordered that this rule amendment be put back out for public comment,
      putting it back into "proposed rule" status. Since mutual fund boards play
      a  vital  role  in  overseeing  the  relationship between the fund and its
      investment  manager,  there is greater need for independent oversight than
      there is for an operating company board.

      2. When the auditor is not up for ratification: We do not recommend voting
      against  the  audit  committee  if  the auditor is not up for ratification
      because,  due  to  the  different legal structure of an investment company
      compared  to  an operating company, the auditor for the investment company
      (i.e.,  mutual  fund)  does not conduct the same level of financial review
      for each investment company as for an operating company.

      3. Non-independent chairman: The SEC has proposed that the chairman of the
      fund  board  be  independent.  We  agree that the roles of a mutual fund's
      chairman  and  CEO  should  be separate. Although we believe this would be
      best  at  all  companies,  we  recommend voting against the chairman of an
      investment  company's  nominating committee as well as the chairman of the
      board if the chairman and CEO of a mutual fund are the same person and the
      fund does not have an independent lead or presiding director. Seven former
      SEC  commissioners  support the appointment of an independent chairman and
      we  agree  with  them  that "an independent board chairman would be better
      able  to  create  conditions  favoring  the  long-term  interests  of fund
      shareholders  than  would  a chairman who is an executive of the adviser."
      (See the comment letter sent to the SEC in support of the proposed rule at
      http://sec.gov/rules/proposed/s70304/s70304-179.pdf)

DECLASSIFIED BOARDS

Glass  Lewis  favors  the  repeal of staggered boards and the annual election of
directors. We believe staggered boards are less accountable to shareholders than
boards  that  are  elected annually. Furthermore, we feel the annual election of
directors encourages board members to focus on shareholder interests.

                                       25




Empirical  studies  have  shown:  (i)  companies  with staggered boards reduce a
firm's  value;  and  (ii)  in the context of hostile takeovers, staggered boards
operate   as  a  takeover  defense,  which  entrenches  management,  discourages
potential acquirers, and delivers a lower return to target shareholders.

In  our  view, there is no evidence to demonstrate that staggered boards improve
shareholder  returns in a takeover context. Research shows that shareholders are
worse  off  when  a  staggered board blocks a transaction. A study by a group of
Harvard Law professors concluded that companies whose staggered boards prevented
a takeover "reduced shareholder returns for targets ... on the order of eight to
ten  percent  in  the  nine  months  after  a hostile bid was announced." When a
staggered  board negotiates a friendly transaction, no statistically significant
difference  in premiums occurs. Further, one of those same professors found that
charter-based staggered boards "reduce the market value of a firm by 4% to 6% of
its market capitalization" and that "staggered boards bring about and not merely
reflect  this  reduction  in  market  value." A subsequent study reaffirmed that
classified boards reduce shareholder value, finding "that the ongoing process of
dismantling  staggered boards, encouraged by institutional investors, could well
contribute to increasing shareholder wealth."

Shareholders   have   increasingly  come  to  agree  with  this  view.  In  2010
approximately  72%  of  S&P  500  companies  had  declassified  boards,  up from
approximately 51% in 2005.

------------

(38)   Lucian   Bebchuk,  John  Coates  IV,  Guhan  Subramanian,  "The  Powerful
Antitakeover  Force  of  Staggered  Boards:  Further  Findings  and  a  Reply to
Symposium Participants," 55 Stanford Law Review 885-917 (2002), page 1.

(39) Id. at 2 ("Examining a sample of seventy-three negotiated transactions from
2000 to 2002, we find no systematic benefits in terms of higher premia to boards
that have [staggered structures].").

(40) Lucian Bebchuk, Alma Cohen, "The Costs of Entrenched Boards" (2004).

(41) Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, "Staggered Boards and the
Wealth   of   Shareholders:   Evidence   from   a   Natural  Experiment,"  SSRN:
http://ssrn.com/abstract=1706806 (2010), p. 26.

(42) Spencer Stuart Board Index, 2010, p. 14



                                       26




Clearly,  more  shareholders  have  supported  the  repeal of classified boards.
Resolutions  relating to the repeal of staggered boards garnered on average over
70%  support  among  shareholders  in 2008, whereas in 1987, only 16.4% of votes
cast favored board declassification.

Given  the  empirical  evidence  suggesting  staggered boards reduce a company's
value and the increasing shareholder opposition to such a structure, Glass Lewis
supports the declassification of boards and the annual election of directors.

MANDATORY DIRECTOR RETIREMENT PROVISIONS

Director Term and Age Limits

Glass  Lewis  believes  that  director  age and term limits typically are not in
shareholders'  best  interests. Too often age and term limits are used by boards
as  a  crutch  to remove board members who have served for an extended period of
time.  When  used  in  that  fashion,  they are indicative of a board that has a
difficult time making "tough decisions."

Academic  literature suggests that there is no evidence of a correlation between
either  length  of  tenure  or  age  and director performance. On occasion, term
limits can be used as a means to remove a director for boards that are unwilling
to  police  their  membership and to enforce turnover. Some shareholders support
term limits as a way to force change when boards are unwilling to do so.

While  we  understand  that age limits can be a way to force change where boards
are  unwilling  to make changes on their own, the long-term impact of age limits
restricts  experienced  and  potentially  valuable  board  members  from service
through  an  arbitrary means. Further, age limits unfairly imply that older (or,
in rare cases, younger) directors cannot contribute to company oversight.

In  our  view,  a  director's experience can be a valuable asset to shareholders
because  of  the  complex, critical issues that boards face. However, we support
periodic  director  rotation  to ensure a fresh perspective in the boardroom and
the generation of new ideas and business strategies. We believe the board should
implement  such rotation instead of relying on arbitrary limits. When necessary,
shareholders  can  address  the  issue  of  director  rotation  through director
elections.

We  believe  that shareholders are better off monitoring the board's approach to
corporate  governance  and the board's stewardship of company performance rather
than  imposing inflexible rules that don't necessarily correlate with returns or
benefits for shareholders.

-----------

(43)  Lucian  Bebchuk,  John  Coates  IV  and  Guhan  Subramanian, "The Powerful
Antitakeover  Force  of  Staggered  Boards:  Theory,  Evidence,  and Policy," 54
Stanford Law Review 887-951 (2002).


                                       27





However,  if  a  board  adopts term/age limits, it should follow through and not
waive  such  limits.  If  the board waives its term/age limits, Glass Lewis will
consider recommending shareholders vote against the nominating and/or governance
committees,  unless  the  rule  was  waived with sufficient explanation, such as
consummation of a corporate transaction like a merger.

REQUIRING TWO OR MORE NOMINEES PER BOARD SEAT

In  an  attempt  to address lack of access to the ballot, shareholders sometimes
propose  that  the  board  give shareholders a choice of directors for each open
board  seat  in  every  election.  However,  we  feel  that policies requiring a
selection  of multiple nominees for each board seat would discourage prospective
directors  from  accepting  nominations.  A  prospective  director  could not be
confident  either  that  he or she is the board's clear choice or that he or she
would  be  elected.  Therefore,  Glass  Lewis  generally  will vote against such
proposals.

SHAREHOLDER ACCESS

Shareholders  have  continuously  sought  a  way  to have a significant voice in
director elections in recent years. While most of these efforts have centered on
regulatory  change  at  the  SEC,  Congress  and  the  Obama Administration have
successfully  placed  "Proxy  Access"  in the spotlight of the U.S. Government's
most recent corporate-governance-related financial reforms.

In  July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform
and  Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank Act provides
the  SEC with the authority to adopt rules permitting shareholders to use issuer
proxy  solicitation  materials to nominate director candidates. The SEC received
over  500  comments  regarding  its  proposed  proxy  access rule, some of which
questioned  the  agency's authority to adopt such a rule. Nonetheless, in August
2010 the SEC adopted final Rule 14a-11, which under certain circumstances, gives
shareholders  (and shareholder groups) who have collectively held at least 3% of
the  voting  power  of  a  company's  securities continuously for at least three
years,  the  right  to  nominate  up to 25% of a boards' directors and have such
nominees  included on the company's ballot and described (in up to 500 words per
nominee) in its proxy statement.

While  final Rule 14a-11 was originally scheduled to take effect on November 15,
2010,  on  October  4,  2010,  the  SEC announced that it would delay the rule's
implementation following the filing of a lawsuit by the U.S. Chamber of Commerce
and  the  Business Roundtable on September 29, 2010. As a result, it is unlikely
shareholders  will  have  the opportunity to vote on access proposals during the
2011 proxy season.


                                       28




MAJORITY VOTE FOR THE ELECTION OF DIRECTORS

In  stark  contrast  to  the  failure  of shareholder access to gain acceptance,
majority  voting  for  the  election  of directors is fast becoming the de facto
standard  in  corporate  board  elections.  In  our  view,  the  majority voting
proposals  are  an  effort  to  make the case for shareholder impact on director
elections on a company-specific basis.

While  this  proposal  would  not  give shareholders the opportunity to nominate
directors  or  lead to elections where shareholders have a choice among director
candidates,  if  implemented,  the  proposal  would allow shareholders to have a
voice  in determining whether the nominees proposed by the board should actually
serve  as  the  overseer-representatives  of  shareholders  in the boardroom. We
believe this would be a favorable outcome for shareholders.

During  2010,  Glass Lewis tracked just under 35 proposals to require a majority
vote to elect directors at annual meetings in the U.S., a slight decline from 46
proposals  in  2009,  but  a  sharp contrast to the 147 proposals tracked during
2006.  The  general  decline  in  the  number of proposals being submitted was a
result  of  many  companies  adopting  some  form  of majority voting, including
approximately  71%  of  companies  in  the  S&P  500 index, up from 56% in 2008.
During  2009  these proposals received on average 59% shareholder support (based
on for and against votes), up from 54% in 2008. The plurality vote standard

Today,  most  US  companies  still elect directors by a plurality vote standard.
Under that standard, if one shareholder holding only one share votes in favor of
a  nominee  (including  himself, if the director is a shareholder), that nominee
"wins"  the  election  and assumes a seat on the board. The common concern among
companies  with a plurality voting standard was the possibility that one or more
directors   would  not  receive  a  majority  of  votes,  resulting  in  "failed
elections."  This was of particular concern during the 1980s, an era of frequent
takeovers and contests for control of companies.

Advantages of a majority vote standard

If  a  majority  vote standard were implemented, a nominee would have to receive
the  support  of  a  majority  of the shares voted in order to be elected. Thus,
shareholders  could collectively vote to reject a director they believe will not
pursue their best interests. We think that this minimal amount of protection for
shareholders is reasonable and will not upset the corporate structure nor reduce
the  willingness  of  qualified  shareholder-focused  directors  to serve in the
future.

-----------

(44) Spencer Stuart Board Index, 2010, p. 14

                                       29




We  believe  that  a  majority  vote standard will likely lead to more attentive
directors.  Occasional  use  of  this  power will likely prevent the election of
directors  with  a  record  of  ignoring shareholder interests in favor of other
interests  that  conflict  with  those  of investors. Glass Lewis will generally
support  proposals  calling  for  the  election  of directors by a majority vote
except for use in contested director elections.

In  response  to  the  high  level of support majority voting has garnered, many
companies  have voluntarily taken steps to implement majority voting or modified
approaches  to  majority  voting.  These  steps  range  from a modified approach
requiring  directors  that receive a majority of withheld votes to resign (e.g.,
Ashland  Inc.)  to  actually  requiring a majority vote of outstanding shares to
elect directors (e.g., Intel).

We  feel  that  the modified approach does not go far enough because requiring a
director  to  resign  is  not  the  same as requiring a majority vote to elect a
director  and  does  not  allow  shareholders a definitive voice in the election
process.   Further,  under  the  modified  approach,  the  corporate  governance
committee  could  reject  a resignation and, even if it accepts the resignation,
the  corporate  governance  committee decides on the director's replacement. And
since  the  modified  approach  is usually adopted as a policy by the board or a
board committee, it could be altered by the same board or committee at any time.

II. TRANSPARENCY AND

 INTEGRITY OF FINANCIAL REPORTING
================================================================================

AUDITOR RATIFICATION

The  auditor's  role  as  gatekeeper  is  crucial  in ensuring the integrity and
transparency  of  the financial information necessary for protecting shareholder
value.  Shareholders  rely  on  the  auditor  to ask tough questions and to do a
thorough  analysis  of a company's books to ensure that the information provided
to  shareholders  is  complete,  accurate,  fair,  and  that  it is a reasonable
representation  of a company's financial position. The only way shareholders can
make  rational  investment  decisions is if the market is equipped with accurate
information  about  a  company's fiscal health. As stated in the October 6, 2008
Final  Report  of  the Advisory Committee on the Auditing Profession to the U.S.
Department of the Treasury:

"The  auditor  is  expected  to  offer  critical  and  objective judgment on the
financial  matters  under  consideration,  and  actual  and perceived absence of
conflicts is critical to that expectation. The Committee believes that auditors,
investors,  public  companies, and other market participants must understand the
independence  requirements  and their objectives, and that auditors must adopt a
mindset   of  skepticism  when  facing  situations  that  may  compromise  their
independence."

                                       30




As such, shareholders should demand an objective, competent and diligent auditor
who  performs  at  or above professional standards at every company in which the
investors  hold  an  interest.  Like  directors,  auditors  should  be free from
conflicts of interest and should avoid situations requiring a choice between the
auditor's  interests  and  the  public's  interests.  Almost  without exception,
shareholders  should  be able to annually review an auditor's performance and to
annually  ratify  a  board's  auditor  selection. Moreover, in October 2008, the
Advisory Committee on the Auditing Profession went even further, and recommended
that  "to  further  enhance audit committee oversight and auditor accountability
.... disclosure in the company proxy statement regarding shareholder ratification
[should]  include  the  name(s) of the senior auditing partner(s) staffed on the
engagement."

 Voting Recommendations on Auditor Ratification

We  generally  support management's choice of auditor except when we believe the
auditor's  independence  or  audit integrity has been compromised. Where a board
has  not  allowed  shareholders  to  review  and ratify an auditor, we typically
recommend  voting  against  the  audit  committee chairman. When there have been
material  restatements  of  annual  financial statements or material weakness in
internal  controls,  we  usually  recommend  voting  against  the  entire  audit
committee.

Reasons why we may not recommend ratification of an auditor include:

      1.  When  audit  fees plus audit-related fees total less than the tax fees
      and/or other non-audit fees.

      2.  Recent material restatements of annual financial statements, including
      those  resulting  in  the  reporting  of  material  weaknesses in internal
      controls and including late filings by the company where the auditor bears
      some  responsibility  for  the restatement or late filing.

-----------

(45) "Final Report of the Advisory Committee on the Auditing Profession
to the U.S. Department of the Treasury." p. VIII:20, October 6, 2008.

(46)  An auditor does not audit interim financial statements. Thus, we generally
do not believe that an auditor should be opposed due to a restatement of interim
financial  statements  unless  the  nature  of  the misstatement is clear from a
reading of the incorrect financial statements.


                                       31




3.  When  the auditor performs prohibited services such as tax-shelter work, tax
services  for  the  CEO or CFO, or contingent-fee work, such as a fee based on a
percentage  of  economic  benefit  to  the  company.

4.  When  audit  fees  are  excessively low, especially when compared with other
companies in the same industry.

5.  When the company has aggressive accounting policies. 6. When the company has
poor disclosure or lack of transparency in its financial statements.

7. Where the auditor limited its liability through its contract with the company
or  the  audit  contract  requires  the  corporation  to use alternative dispute
resolution  procedures.

8.  We also look for other relationships or concerns with the auditor that might
suggest a conflict between the auditor's interests and shareholder interests. We
typically  support  audit-related proposals regarding mandatory auditor rotation
when  the  proposal  uses a reasonable period of time (usually not less than 5-7
years).

PENSION ACCOUNTING ISSUES

A pension accounting question often raised in proxy proposals is what effect, if
any, projected returns on employee pension assets should have on a company's net
income.  This  issue  often  arises  in  the executive-compensation context in a
discussion  of  the  extent  to  which pension accounting should be reflected in
business performance for purposes of calculating payments to executives.

Glass  Lewis  believes  that pension credits should not be included in measuring
income that is used to award performance-based compensation. Because many of the
assumptions used in accounting for retirement plans are subject to the company's
discretion,  management  would  have an obvious conflict of interest if pay were
tied  to  pension  income.  In our view, projected income from pensions does not
truly reflect a company's performance.

III. THE LINK BETWEEN

 COMPENSATION AND PERFORMANCE
================================================================================

Glass  Lewis carefully reviews the compensation awarded to senior executives, as
we  believe  that  this is an important area in which the board's priorities are
revealed.  Glass Lewis strongly believes executive compensation should be linked
directly  with  the  performance  of  the business the executive is charged with
managing. We believe the most effective compensation arrangements provide for an
appropriate mix of performance-based short- and long-term incentives in addition
to base salary.


                                       32




Glass  Lewis  believes  that comprehensive, timely and transparent disclosure of
executive  pay  is  critical  to allowing shareholders to evaluate the extent to
which  the  pay  is  keeping pace with company performance. When reviewing proxy
materials,  Glass  Lewis  examines whether the company discloses the performance
metrics  used  to  determine  executive  compensation.  We recognize performance
metrics must necessarily vary depending on the company and industry, among other
factors,  and  may  include  items such as total shareholder return, earning per
share growth, return on equity, return on assets and revenue growth. However, we
believe  companies  should  disclose  why  the specific performance metrics were
selected  and  how  the  actions  they  are designed to incentivize will lead to
better corporate performance.

Moreover,  it  is rarely in shareholders' interests to disclose competitive data
about  individual  salaries  below  the  senior executive level. Such disclosure
could  create internal personnel discord that would be counterproductive for the
company  and  its  shareholders.  While  we  favor  full  disclosure  for senior
executives  and  we view pay disclosure at the aggregate level (e.g., the number
of  employees  being  paid  over  a  certain amount or in certain categories) as
potentially  useful,  we  do  not believe shareholders need or will benefit from
detailed  reports  about  individual  management  employees  other than the most
senior executives.

ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY")

On  July  21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act"), providing for sweeping financial
and  governance  reforms.  One of the most important reforms is found in Section
951(a)  of the Dodd-Frank Act, which requires companies to hold an advisory vote
on  executive  compensation  at  the  first  shareholder meeting that occurs six
months  after  enactment  (January  21, 2011). Further, since section 957 of the
Dodd-Frank   Act  prohibits  broker  discretionary  voting  in  connection  with
shareholder  votes  with  respect to executive compensation, beginning in 2011 a
majority  vote in support of advisory votes on executive compensation may become
more difficult for companies to obtain.

This  practice  of  allowing  shareholdes  a  non-binding  vote  on  a company's
compensation  report is standard practice in many non-US countries, and has been
a  requirement  for  most  companies  in  the  United  Kingdom since 2003 and in
Australia  since  2005.  Although  Say-on-Pay  proposals are non-binding, a high
level  of  "against" or "abstain" votes indicate substantial shareholder concern
about a company's compensation policies and procedures.

                                       33




Given  the  complexity  of  most  companies'  compensation programs, Glass Lewis
applies  a  highly  nuanced  approach when analyzing advisory votes on executive
compensation.  We  review  each  company's compensation on a case-by-case basis,
recognizing that each company must be examined in the context of industry, size,
maturity,  performance,  financial  condition,  its historic pay for performance
practices, and any other relevant internal or external factors.

We  believe  that  each  company  should  design and apply specific compensation
policies  and practices that are appropriate to the circumstances of the company
and,  in  particular,  will  attract  and  retain competent executives and other
staff, while motivating them to grow the company's long-term shareholder value.

Where  we  find  those specific policies and practices serve to reasonably align
compensation  with  performance,  and  such  practices are adequately disclosed,
Glass Lewis will recommend supporting the company's approach. If, however, those
specific  policies  and  practices  fail  to demonstrably link compensation with
perfomance,  Glass  Lewis will generally recommend voting against the say-on-pay
proposal.

Glass Lewis focuses on four main areas when reviewing Say-on-Pay proposals:

     o  The overall design and structure of the Company's executive compensation
     program including performance metrics;

     o The quality and content of the Company's disclosure;

     o The quantum paid to executives; and

     o  The  link  between  compensation  and  performance  as  indicated by the
     Company's current and past pay-for-performance grades

We  also review any significant changes or modifications, and rationale for such
changes,  made  to  the  Company's  compensation  structure  or  award  amounts,
including base salaries.

Say-on-Pay Voting Recommendations

In  cases  where  we  find  deficiencies  in  a company's compensation program's
design,  implementation  or management, we will recommend that shareholders vote
against  the Say-on-Pay proposal. Generally such instances include evidence of a
pattern  of  poor  pay-for-performance practices (i.e., deficient or failing pay
for  performance  grades),  unclear  or  questionable  disclosure  regarding the
overall compensation structure (e.g., limited information regarding benchmarking
processes,  limited  rationale for bonus performance metrics and targets, etc.),
questionable   adjustments  to  certain  aspects  of  the  overall  compensation
structure  (e.g.,  limited  rationale  for  significant  changes  to performance
targets  or  metrics,  the  payout  of  guaranteed  bonuses or sizable retention
grants, etc.), and/or other egregious compensation practices.


                                       34




Although  not an exhaustive list, the following issues when weighed together may
cause Glass Lewis to recommend voting against a say-on-pay vote:

     o Inappropriate peer group and/or benchmarking issues

     o Inadequate or no rationale for changes to peer groups

      o  Egregious  or  excessive  bonuses, equity awards or severance payments,
      including golden handshakes and golden parachutes

     o Guaranteed bonuses

     o  Targeting  overall  levels of compensation at higher than median without
     adequate justification

     o  Bonus  or  long-term  plan  targets  set  at  less than mean or negative
     performance levels

     o  Performance  targets  not sufficiently challenging, and/or providing for
     high potential payouts

     o Performance targets lowered, without justification

     o  Discretionary  bonuses  paid  when  short-  or  long-term incentive plan
     targets were not met

     o Executive pay high relative to peers not justified by outstanding company
     performance

     o  The terms of the long-term incentive plans are inappropriate (please see
     "Long-Term Incentives" below)

In  the  instance  that  a  company  has  simply  failed  to  provide sufficient
disclosure  of  its  policies,  we  may recommend shareholders vote against this
proposal solely on this basis, regardless of the appropriateness of compensation
levels.

In  the  case  of  companies that maintain poor compensation policies year after
year  without  any  showing  they  took steps to address the issues, we may also
recommend  that shareholders vote against the chairman and/or additional members
of  the  compensation  committee.  We  may  also  recommend  voting  against the
compensation committee based on the practices or actions of its members, such as
approving  large  one-off  payments,  the  inappropriate  use  of discretion, or
sustained poor pay for performance practices.

                                       35




Short-Term Incentives

A  short-term  bonus  or  incentive  ("STI")  should  be  demonstrably  tied  to
performance.  Whenever  possible,  we  believe a mix of corporate and individual
performance  measures  is  appropriate.  We  would  normally  expect performance
measures  for STIs to be based on internal financial measures such as net profit
after  tax,  EPS  growth  and  divisional profitability as well as non-financial
factors  such  as  those  related  to safety, environmental issues, and customer
satisfaction.  However, we accept variations from these metrics if they are tied
to the Company's business drivers.

Further,  the target and potential maximum awards that can be achieved under STI
awards  should  be  disclosed. Shareholders should expect stretching performance
targets  for  the  maximum  award  to be achieved. Any increase in the potential
maximum award should be clearly justified to shareholders.

Glass Lewis recognizes that disclosure of some measures may include commercially
confidential  information. Therefore, we believe it may be reasonable to exclude
such  information  in  some  cases  as  long  as the company provides sufficient
justification  for  non-disclosure.  However,  where a short-term bonus has been
paid,  companies  should  disclose  the  extent  to  which  performance has been
achieved  against  relevant  targets,  including disclosure of the actual target
achieved.

Where  management  has  received  significant STIs but short-term performance as
measured  by  such  indicators  as increase in profit and/or EPS growth over the
previous year prima facie appears to be poor or negative, we believe the company
should  provide  a  clear  explanation why these significant short-term payments
were made.

Long-Term Incentives

Glass  Lewis  recognizes the value of equity-based incentive programs. When used
appropriately,  they  can  provide  a  vehicle for linking an executive's pay to
company   performance,   thereby   aligning   their   interests  with  those  of
shareholders.  In addition, equity-based compensation can be an effective way to
attract, retain and motivate key employees.

There  are  certain  elements  that  Glass  Lewis  believes  are  common to most
well-structured long-term incentive ("LTI") plans. These include:

     o No re-testing or lowering of performance conditions

     o Performance metrics that cannot be easily manipulated by management

     o Two or more performance metrics

      o  At  least  one  relative performance metric that compares the company's
      performance to a relevant peer group or index

     o Performance periods of at least three years

     o  Stretching metrics that incentivize executives to strive for outstanding
     performance

     o Individual limits expressed as a percentage of base salary

                                       36




Performance  measures  should  be  carefully  selected  and should relate to the
specific  business/industry  in  which the company operates and, especially, the
key value drivers of the company's business.

Glass  Lewis  believes  that  measuring  a  company's  performance with multiple
metrics  serves  to provide a more complete picture of the company's performance
than  a single metric, which may focus too much management attention on a single
target  and  is  therefore more susceptible to manipulation. External benchmarks
should  be  disclosed  and transparent, such as total shareholder return ("TSR")
against  a  well-selected  sector index, peer group or other performance hurdle.
The  rationale  behind the selection of a specific index or peer group should be
disclosed.  Internal  benchmarks (e.g. earnings per share growth) should also be
disclosed  and transparent, unless a cogent case for confidentiality is made and
fully explained.

We also believe shareholders should evaluate the relative success of a company's
compensation  programs,  particularly  existing equity-based incentive plans, in
linking  pay and performance in evaluating new LTI plans to determine the impact
of   additional   stock   awards.   We   will  therefore  review  the  company's
pay-for-performance  grade, see below for more information, and specifically the
proportion of total compensation that is stock-based.

Pay for Performance

Glass  Lewis believes an integral part of a well-structured compensation package
is  a  successful  link  between  pay  and  performance.  Therefore, Glass Lewis
developed  a  proprietary pay-for-performance model to evaluate the link between
pay  and  performance  of  the  top  five  executives at US companies. Our model
benchmarks  these  executives'  pay  and  company  performance against four peer
groups  and  across seven performance metrics. Using a forced curve and a school
letter-grade   system,   we   grade   companies  from  A-F  according  to  their
pay-for-performance  linkage.  The  grades  guide our evaluation of compensation
committee  effectiveness  and we generally recommend voting against compensation
committee  of  companies  with  a  pattern  of  failing  our pay-for-performance
analysis.

We  also  use  this  analysis  to  inform  our  voting  decisions  on say-on-pay
proposals.  As  such, if a company receives a failing grade from our proprietary
model,  we  are  likely to recommend shareholders to vote against the say-on-pay
proposal.  However,  there may be exceptions to this rule such as when a company
makes significant enhancements to its compensation programs.

                                       37




Recoupment ("Clawback") Provisions

Section  954  of  the Dodd-Frank Act requires the SEC to create a rule requiring
listed  companies  to adopt policies for recouping certain compensation during a
three-year  look-back  period.  The rule applies to incentive-based compensation
paid  to  current  or former executives if the company is required to prepare an
accounting   restatement   due   to   erroneous  data  resulting  from  material
non-compliance  with  any  financial reporting requirements under the securities
laws.

These  recoupment  provisions  are  more stringent than under Section 304 of the
Sarbanes-Oxley  Act  in  three respects: (i) the provisions extend to current or
former  executive  officers  rather  than only to the CEO and CFO; (ii) it has a
three-year  look-back  period (rather than a twelve-month look-back period); and
(iii)  it allows for recovery of compensation based upon a financial restatement
due  to erroneous data, and therefore does not require misconduct on the part of
the executive or other employees.

Frequency of Say-on-Pay

The  Dodd-Frank  Act also requires companies to allow shareholders a non-binding
vote  on  the frequency of say-on-pay votes, i.e. every one, two or three years.
Additionally,  Dodd-Frank requires companies to hold such votes on the frequency
of say-on-pay votes at least once every six years.

We  believe companies should submit say-on-pay votes to shareholders every year.
We  believe  that  the time and financial burdens to a company with regard to an
annual  vote  are  relatively  small  and  incremental and are outweighed by the
benefits  to  shareholders  through  more  frequent accountability. Implementing
biannual  or  triennial  votes  on  executive  compensation limits shareholders'
ability  to  hold  the  board accountable for its compensation practices through
means  other  than  voting  against the compensation committee. Unless a company
provides  a  compelling  rationale  or unique circumstances for say-on-pay votes
less  frequent  than  annually,  we  will  generally recommend that shareholders
support annual votes on compensation.

Vote on Golden Parachute Arrangements

The  Dodd-Frank  Act  also  requires  companies  to  provide shareholders with a
separate   non-binding   vote  on  approval  of  golden  parachute  compensation
arrangements in connection with certain change-in-control transactions. However,
if  the  golden  parachute  arrangements  have  previously  been  subject  to  a
say-on-pay vote which shareholders approved, then this required vote is waived.

Glass  Lewis  believes  the narrative and tabular disclosure of golden parachute
arrangements will benefit all shareholders. Glass Lewis will analyze each golden
parachute  arrangement on a case-by-case basis, taking into account, among other
items:  the  ultimate  value  of  the  payments,  the tenure and position of the
executives in question, and the type of triggers involved (single vs double).

                                       38




EQUITY-BASED COMPENSATION PLAN PROPOSALS

We  believe  that  equity  compensation  awards are useful, when not abused, for
retaining  employees  and  providing  an incentive for them to act in a way that
will  improve  company  performance.  Glass  Lewis  evaluates  option- and other
equity-based compensation plans using a detailed model and analytical review.

Equity-based   compensation   programs  have  important  differences  from  cash
compensation plans and bonus programs. Accordingly, our model and analysis takes
into  account  factors  such  as  plan  administration,  the method and terms of
exercise,  repricing  history,  express  or  implied  rights to reprice, and the
presence of evergreen provisions.

Our analysis is quantitative and focused on the plan's cost as compared with the
business's  operating  metrics.  We run twenty different analyses, comparing the
program  with  absolute  limits  we believe are key to equity value creation and
with  a  carefully  chosen  peer group. In general, our model seeks to determine
whether  the  proposed  plan  is either absolutely excessive or is more than one
standard  deviation  away from the average plan for the peer group on a range of
criteria,  including  dilution  to  shareholders  and  the projected annual cost
relative  to  the  company's  financial performance. Each of the twenty analyses
(and  their  constituent parts) is weighted and the plan is scored in accordance
with that weight.

In  our  analysis,  we  compare  the  program's expected annual expense with the
business's  operating metrics to help determine whether the plan is excessive in
light  of company performance. We also compare the option plan's expected annual
cost  to  the  enterprise value of the firm rather than to market capitalization
because  the  employees,  managers  and  directors of the firm contribute to the
creation  of  enterprise  value  but  not necessarily market capitalization (the
biggest  difference  is  seen  where cash represents the vast majority of market
capitalization).  Finally,  we  do  not rely exclusively on relative comparisons
with  averages  because,  in  addition  to  creeping averages serving to inflate
compensation,  we  believe  that  academic  literature proves that some absolute
limits  are  warranted.  We  evaluate  equity plans based on certain overarching
principles:

      1. Companies should seek more shares only when needed.

      2.  Requested  share  amounts  should  be small enough that companies seek
      shareholder approval every three to four years (or more frequently).

      3.  If  a plan is relatively expensive, it should not grant options solely
      to senior executives and board members.

      4. Annual net share count and voting power dilution should be limited.

                                       39




      5.  Annual  cost  of  the  plan  (especially  if  not  shown on the income
      statement)  should  be reasonable as a percentage of financial results and
      should be in line with the peer group.

      6.  The  expected  annual  cost  of the plan should be proportional to the
      business's value.

      7. The intrinsic value that option grantees received in the past should be
      reasonable compared with the business's financial results.

      8.  Plans  should deliver value on a per-employee basis when compared with
      programs at peer companies.

      9. Plans should not permit re-pricing of stock options.

      10. Plans should not contain excessively liberal administrative or payment
      terms.

      11.  Selected  performance  metrics should be challenging and appropriate,
      and should be subject to relative performance measurements.

      12.  Stock  grants  should  be  subject  to minimum vesting and/or holding
      periods   sufficient   to   ensure  sustainable  performance  and  promote
      retention.

Option Exchanges

Glass Lewis views option repricing plans and option exchange programs with great
skepticism.  Shareholders  have  substantial risk in owning stock and we believe
that  the employees, officers, and directors who receive stock options should be
similarly situated to align their interests with shareholder interests.

We  are  concerned  that option grantees who believe they will be "rescued" from
underwater  options will be more inclined to take unjustifiable risks. Moreover,
a  predictable  pattern  of  repricing or exchanges substantially alters a stock
option's  value because options that will practically never expire deeply out of
the money are worth far more than options that carry a risk of expiration.

In  short,  repricings  and  option exchange programs change the bargain between
shareholders  and  employees  after  the  bargain has been struck. Re-pricing is
tantamount to re-trading.

There  is  one  circumstance  in which a repricing or option exchange program is
acceptable:  if  macroeconomic  or industry trends, rather than specific company
issues,  cause  a  stock's  value  to  decline dramatically and the repricing is
necessary  to  motivate  and retain employees. In this circumstance, we think it
fair  to conclude that option grantees may be suffering from a risk that was not
foreseeable  when  the original "bargain" was struck. In such a circumstance, we
will recommend supporting a repricing only if the following conditions are true:

                                       40




      (i) officers and board members cannot not participate in the program;

      (ii)  the  stock  decline  mirrors the market or industry price decline in
      terms of timing and approximates the decline in magnitude;

      (iii)  the  exchange  is  value-neutral  or value-creative to shareholders
      using  very conservative assumptions and with a recognition of the adverse
      selection problems inherent in voluntary programs; and

      (iv)  management  and the board make a cogent case for needing to motivate
      and  retain  existing employees, such as being in a competitive employment
      market.

Option Backdating, Spring-Loading, and Bullet-Dodging

Glass Lewis views option backdating, and the related practices of spring-loading
and  bullet-dodging,  as  egregious actions that warrant holding the appropriate
management  and  board  members  responsible.  These  practices  are  similar to
re-pricing options and eliminate much of the downside risk inherent in an option
grant that is designed to induce recipients to maximize shareholder return.

Backdating  an  option  is  the  act of changing an option's grant date from the
actual  grant  date  to  an earlier date when the market price of the underlying
stock was lower, resulting in a lower exercise price for the option. Glass Lewis
has  identified  over  270  companies that have disclosed internal or government
investigations into their past stock-option grants.

Spring-loading  is  granting  stock  options  while  in  possession of material,
positive  information  that  has  not been disclosed publicly. Bullet-dodging is
delaying  the  grants  of  stock  options  until  after the release of material,
negative  information.  This can allow option grants to be made at a lower price
either  before the release of positive news or following the release of negative
news,  assuming  the  stock's  price  will  move  up  or down in response to the
information.  This  raises  a concern similar to that of insider trading, or the
trading on material non-public information.

The  exercise  price  for an option is determined on the day of grant, providing
the recipient with the same market risk as an investor who bought shares on that
date.  However, where options were backdated, the executive or the board (or the
compensation  committee)  changed the grant date retroactively. The new date may
be  at  or  near  the  lowest  price  for the year or period. This would be like
allowing  an  investor  to  look back and select the lowest price of the year at
which to buy shares.

A  2006  study  of  option  grants made between 1996 and 2005 at 8,000 companies
found that option backdating can be an indication of poor internal controls. The
study found that option backdating was more likely to occur at companies without
a  majority  independent  board  and  with a long-serving CEO; both factors, the
study  concluded,  were  associated  with greater CEO influence on the company's
compensation  and  governance practices.

-------

(47)  Lucian  Bebchuk,  Yaniv  Grinstein  and Urs Peyer. "LUCKY CEOs." November,
2006.

                                       41




Where  a  company  granted  backdated  options  to  an  executive  who is also a
director,  Glass  Lewis  will  recommend voting against that executive/director,
regardless  of  who  decided  to  make  the award. In addition, Glass Lewis will
recommend  voting  against  those  directors  who either approved or allowed the
backdating. Glass Lewis feels that executives and directors who either benefited
from  backdated options or authorized the practice have breached their fiduciary
responsibility  to  shareholders.  Given the severe tax and legal liabilities to
the  company  from  backdating,  Glass  Lewis  will consider recommending voting
against members of the audit committee who served when options were backdated, a
restatement   occurs,   material  weaknesses  in  internal  controls  exist  and
disclosures  indicate there was a lack of documentation. These committee members
failed  in  their  responsibility  to  ensure  the  integrity  of  the company's
financial   reports.   When   a   company   has  engaged  in  spring-loading  or
bullet-dodging,  Glass  Lewis  will  consider  recommending  voting  against the
compensation  committee  members  where  there  has  been  a pattern of granting
options at or near historic lows. Glass Lewis will also recommend voting against
executives  serving  on  the  board  who  benefited  from  the spring-loading or
bullet-dodging.

162(m) Plans

Section  162(m)  of  the  Internal  Revenue  Code  allows  companies  to  deduct
compensation  in excess of $1 million for the CEO and the next three most highly
compensated  executive officers, excluding the CFO, upon shareholder approval of
the excess compensation. Glass Lewis recognizes the value of executive incentive
programs and the tax benefit of shareholder-approved incentive plans.

We  believe  the  best practice for companies is to provide robust disclosure to
shareholders   so   that  they  can  make  fully-informed  judgments  about  the
reasonableness  of  the  proposed  compensation  plan.  To  allow for meaningful
shareholder   review,   we   prefer  that  disclosure  should  include  specific
performance  metrics,  a  maximum  award  pool,  and  a maximum award amount per
employee. We also believe it is important to analyze the estimated grants to see
if they are reasonable and in line with the company's peers.

                                       42




We  typically  recommend  voting against a 162(m) plan where: a company fails to
provide  at  least a list of performance targets; a company fails to provide one
of  either  a  total  pool  or  an  individual  maximum; or the proposed plan is
excessive when compared with the plans of the company's peers.

The  company's  record  of aligning pay with performance (as evaluated using our
proprietary  pay-for-performance model) also plays a role in our recommendation.
Where  a  company  has  a  record of setting reasonable pay relative to business
performance,  we  generally recommend voting in favor of a plan even if the plan
caps  seem large relative to peers because we recognize the value in special pay
arrangements for continued exceptional performance.

As  with  all  other  issues  we  review,  our goal is to provide consistent but
contextual  advice  given  the specifics of the company and ongoing performance.
Overall,  we  recognize that it is generally not in shareholders' best interests
to  vote  against  such  a  plan  and  forgo  the  potential  tax  benefit since
shareholder  rejection  of  such plans will not curtail the awards; it will only
prevent the tax deduction associated with them.

Director Compensation Plans

Glass  Lewis  believes that non-employee directors should receive reasonable and
appropriate compensation for the time and effort they spend serving on the board
and  its  committees. Director fees should be competitive in order to retain and
attract  qualified individuals. But excessive fees represent a financial cost to
the  company  and  threaten  to  compromise  the objectivity and independence of
non-employee  directors.  Therefore,  a  balance  is  required. We will consider
recommending  supporting  compensation plans that include option grants or other
equity-based  awards  that help to align the interests of outside directors with
those  of  shareholders.  However,  equity  grants  to  directors  should not be
performance-based to ensure directors are not incentivized in the same manner as
executives  but  rather  serve  as a check on imprudent risk-taking in executive
compensation plan design.

Glass Lewis uses a proprietary model and analyst review to evaluate the costs of
equity  plans  compared  to  the  plans  of  peer  companies with similar market
capitalizations.  We  use  the  results  of  this  model  to  guide  our  voting
recommendations on stock-based director compensation plans.

                                       43



IV. GOVERNANCE STRUCTURE

 AND THE SHAREHOLDER FRANCHISE
================================================================================

ANTI-TAKEOVER MEASURES

Poison Pills (Shareholder Rights Plans)

Glass  Lewis  believes that poison pill plans are not generally in shareholders'
best  interests.  They  can  reduce  management  accountability by substantially
limiting  opportunities  for  corporate takeovers. Rights plans can thus prevent
shareholders  from  receiving  a  buy-out  premium for their stock. Typically we
recommend  that shareholders vote against these plans to protect their financial
interests  and  ensure  that  they have an opportunity to consider any offer for
their shares, especially those at a premium.

We  believe boards should be given wide latitude in directing company activities
and  in  charting the company's course. However, on an issue such as this, where
the  link  between  the  shareholders'  financial  interests  and their right to
consider  and  accept buyout offers is substantial, we believe that shareholders
should  be allowed to vote on whether they support such a plan's implementation.
This  issue  is  different  from  other matters that are typically left to board
discretion.  Its  potential impact on and relation to shareholders is direct and
substantial.  It is also an issue in which management interests may be different
from those of shareholders; thus, ensuring that shareholders have a voice is the
only way to safeguard their interests.

In certain circumstances, we will support a poison pill that is limited in scope
to  accomplish  a  particular  objective,  such  as  the closing of an important
merger,  or  a  pill that contains what we believe to be a reasonable qualifying
offer  clause.  We will consider supporting a poison pill plan if the qualifying
offer  clause  includes  the  following attributes: (i) The form of offer is not
required to be an all-cash transaction; (ii) the offer is not required to remain
open for more than 90 business days; (iii) the offeror is permitted to amend the
offer,  reduce  the  offer,  or  otherwise  change  the  terms; (iv) there is no
fairness  opinion requirement; and (v) there is a low to no premium requirement.
Where   these   requirements   are  met,  we  typically  feel  comfortable  that
shareholders  will have the opportunity to voice their opinion on any legitimate
offer.

NOL Poison Pills

Similarly,  Glass  Lewis  may  consider  supporting a limited poison pill in the
unique  event that a company seeks shareholder approval of a rights plan for the
express  purpose of preserving Net Operating Losses (NOLs). While companies with
NOLs  can  generally carry these losses forward to offset future taxable income,

-------------

(48)  Section  382 of the Internal Revenue Code limits companies' ability to use
NOLs  in  the  event  of  a  "change  of ownership." Section 382 of the Internal
Revenue Code refers to a "change of ownership" of more than 50 percentage points
by  one  or  more  5%  shareholders  within  a three-year period. The statute is
intended to deter the "trafficking" of net operating losses.


                                       44





In  this  case, a company may adopt or amend a poison pill ("NOL pill") in order
to  prevent  an inadvertent change of ownership by multiple investors purchasing
small  chunks  of  stock  at  the same time, and thereby preserve the ability to
carry  the NOLs forward. Often such NOL pills have trigger thresholds much lower
than the common 15% or 20% thresholds, with some NOL pill triggers as low as 5%.

Glass  Lewis  evaluates  NOL  pills on a strictly case-by-case basis taking into
consideration,  among  other  factors, the value of the NOLs to the company, the
likelihood  of  a  change  of ownership based on the size of the holding and the
nature of the larger shareholders, the trigger threshold and whether the term of
the plan is limited in duration (i.e., whether it contains a reasonable "sunset"
provision)   or   is   subject  to  periodic  board  review  and/or  shareholder
ratification.  However,  we  will  recommend  that  shareholders  vote against a
proposal  to  adopt  or amend a pill to include NOL protective provisions if the
company  has  adopted  a  more narrowly tailored means of preventing a change in
control  to  preserve its NOLs. For example, a company may limit share transfers
in its charter to prevent a change of ownership from occurring.

Furthermore,  we  believe that shareholders should be offered the opportunity to
vote  on  any  adoption or renewal of a NOL pill regardless of any potential tax
benefit  that it offers a company. As such, we will consider recommending voting
against  those  members of the board who served at the time when an NOL pill was
adopted  without  shareholder  approval within the prior twelve months and where
the NOL pill is not subject to shareholder ratification.

Fair Price Provisions

Fair  price  provisions,  which are rare, require that certain minimum price and
procedural  requirements  be  observed  by  any  party that acquires more than a
specified  percentage of a corporation's common stock. The provision is intended
to  protect  minority  shareholder  value when an acquirer seeks to accomplish a
merger or other transaction which would eliminate or change the interests of the
minority  stockholders.  The provision is generally applied against the acquirer
unless  the  takeover  is  approved  by a majority of "continuing directors" and
holders  of  a  majority,  in  some cases a supermajority as high as 80%, of the
combined  voting  power of all stock entitled to vote to alter, amend, or repeal
the above provisions.

The  effect  of  a  fair price provision is to require approval of any merger or
business combination with an "interested stockholder" by 51% of the voting stock
of  the  company,  excluding  the  shares held by the interested stockholder. An
interested  stockholder is generally considered to be a holder of 10% or more of
the company's outstanding stock, but the trigger can vary.

Generally,  provisions are put in place for the ostensible purpose of preventing
a  back-end merger where the interested stockholder would be able to pay a lower
price  for  the  remaining  shares  of  the  company than he or she paid to gain
control.  The  effect  of a fair price provision on shareholders, however, is to
limit  their ability to gain a premium for their shares through a partial tender
offer  or  open  market acquisition which typically raise the share price, often
significantly.  A  fair price provision discourages such transactions because of
the  potential  costs  of  seeking  shareholder  approval  and  because  of  the
restrictions on purchase price for completing a merger or other transaction at a
later time.


                                       45




Glass  Lewis  believes  that  fair  price provisions, while sometimes protecting
shareholders from abuse in a takeover situation, more often act as an impediment
to  takeovers,  potentially  limiting  gains  to  shareholders from a variety of
transactions  that could significantly increase share price. In some cases, even
the  independent  directors  of  the  board  cannot  make  exceptions  when such
exceptions  may be in the best interests of shareholders. Given the existence of
state  law  protections  for  minority  shareholders  such as Section 203 of the
Delaware  Corporations  Code,  we  believe  it  is  in  the  best  interests  of
shareholders to remove fair price provisions.

REINCORPORATION

In  general,  Glass  Lewis  believes  that  the board is in the best position to
determine  the  appropriate  jurisdiction of incorporation for the company. When
examining  a  management  proposal  to  reincorporate  to  a  different state or
country,  we  review  the  relevant  financial  benefits,  generally  related to
improved  corporate  tax  treatment,  as well as changes in corporate governance
provisions,  especially those relating to shareholder rights, resulting from the
change  in  domicile. Where the financial benefits are de minimis and there is a
decrease   in   shareholder   rights,  we  will  recommend  voting  against  the
transaction.

However,  costly,  shareholder-initiated  reincorporations are typically not the
best  route  to  achieve  the  furtherance  of  shareholder  rights.  We believe
shareholders  are  generally  better  served  by  proposing specific shareholder
resolutions  addressing  pertinent  issues  which  may be implemented at a lower
cost, and perhaps even with board approval. However, when shareholders propose a
shift into a jurisdiction with enhanced shareholder rights, Glass Lewis examines
the  significant  ways  would  the  Company  benefit from shifting jurisdictions
including the following:

     1. Is the board sufficiently independent?

     2. Does the Company have anti-takeover protections such as a poison pill or
     classified board in place?

     3.  Has  the  board  been  previously unresponsive to shareholders (such as
     failing   to  implement  a  shareholder  proposal  that  received  majority
     shareholder support)?

     4. Do shareholders have the right to call special meetings of shareholders?

     5. Are there other material governance issues at the Company?


                                       46




     6.  Has the Company's performance matched or exceeded its peers in the past
     one and three years?

     7.  How has the Company ranked in Glass Lewis' pay-for-performance analysis
     during the last three years?

     8. Does the company have an independent chairman?

We  note,  however,  that we will only support shareholder proposals to change a
company's place of incorporation in exceptional circumstances.

AUTHORIZED SHARES

Glass  Lewis  believes  that  adequate capital stock is important to a company's
operation.  When  analyzing a request for additional shares, we typically review
four common reasons why a company might need additional capital stock:

      (i)  Stock  Split  -  We  typically consider three metrics when evaluating
      whether  we  think  a  stock  split is likely or necessary: The historical
      stock pre-split price, if any; the current price relative to the company's
      most common trading price over the past 52 weeks; and some absolute limits
      on  stock  price  that,  in  our  view,  either  always make a stock split
      appropriate if desired by management or would almost never be a reasonable
      price at which to split a stock.

      (ii)  Shareholder Defenses - Additional authorized shares could be used to
      bolster  takeover  defenses  such  as a "poison pill." Proxy filings often
      discuss  the  usefulness  of  additional  shares  in  defending against or
      discouraging  a  hostile  takeover  as  a reason for a requested increase.
      Glass  Lewis  is  typically  against such defenses and will oppose actions
      intended to bolster such defenses.

      (iii)  Financing  for  Acquisitions - We look at whether the company has a
      history  of  using  stock  for  acquisitions and attempt to determine what
      levels   of   stock  have  typically  been  required  to  accomplish  such
      transactions.  Likewise,  we  look  to  see whether this is discussed as a
      reason for additional shares in the proxy.

      (iv)  Financing for Operations - We review the company's cash position and
      its  ability to secure financing through borrowing or other means. We look
      at the company's history of capitalization and whether the company has had
      to use stock in the recent past as a means of raising capital.

Issuing  additional shares can dilute existing holders in limited circumstances.
Further,  the  availability of additional shares, where the board has discretion
to  implement  a  poison  pill,  can  often  serve  as a deterrent to interested
suitors. Accordingly, where we find that the company has not detailed a plan for
use  of  the  proposed  shares,  or where the number of shares far exceeds those
needed  to  accomplish  a  detailed  plan,  we  typically  recommend against the
authorization of additional shares.

                                       47



While  we  think  that  having adequate shares to allow management to make quick
decisions  and effectively operate the business is critical, we prefer that, for
significant  transactions,  management come to shareholders to justify their use
of  additional shares rather than providing a blank check in the form of a large
pool of unallocated shares available for any purpose.

ADVANCE NOTICE REQUIREMENTS
FOR SHAREHOLDER BALLOT PROPOSALS

We  typically  recommend  that  shareholders  vote  against proposals that would
require advance notice of shareholder proposals or of director nominees.

These  proposals  typically attempt to require a certain amount of notice before
shareholders  are  allowed to place proposals on the ballot. Notice requirements
typically range between three to six months prior to the annual meeting. Advance
notice  requirements  typically  make it impossible for a shareholder who misses
the  deadline to present a shareholder proposal or a director nominee that might
be in the best interests of the company and its shareholders.

We  believe  shareholders should be able to review and vote on all proposals and
director  nominees.  Shareholders  can always vote against proposals that appear
with  little prior notice. Shareholders, as owners of a business, are capable of
identifying issues on which they have sufficient information and ignoring issues
on   which   they   have  insufficient  information.  Setting  arbitrary  notice
restrictions  limits  the  opportunity for shareholders to raise issues that may
come up after the window closes.

VOTING STRUCTURE

Cumulative Voting

Cumulative  voting  increases  the  ability  of minority shareholders to elect a
director  by  allowing shareholders to cast as many shares of the stock they own
multiplied by the number of directors to be elected. As companies generally have
multiple nominees up for election, cumulative voting allows shareholders to cast
all of their votes for a single nominee, or a smaller number of nominees than up
for  election,  thereby  raising the likelihood of electing one or more of their
preferred  nominees to the board. It can be important when a board is controlled
by  insiders  or affiliates and where the company's ownership structure includes
one or more shareholders who control a majority-voting block of company stock.

Glass  Lewis  believes  that cumulative voting generally acts as a safeguard for
shareholders  by  ensuring  that those who hold a significant minority of shares
can  elect  a candidate of their choosing to the board. This allows the creation
of  boards  that are responsive to the interests of all shareholders rather than
just a small group of large holders.

                                       48




However,  academic literature indicates that where a highly independent board is
in  place  and  the  company  has  a  shareholder-friendly governance structure,
shareholders   may  be  better  off  without  cumulative  voting.  The  analysis
underlying this literature indicates that shareholder returns at firms with good
governance  structures  are  lower  and that boards can become factionalized and
prone to evaluating the needs of special interests over the general interests of
shareholders collectively.

We  review cumulative voting proposals on a case-by-case basis, factoring in the
independence  of the board and the status of the company's governance structure.
But we typically find these proposals on ballots at companies where independence
is  lacking  and where the appropriate checks and balances favoring shareholders
are  not  in  place.  In  those  instances  we  typically  recommend in favor of
cumulative voting.

Where  a  company  has  adopted  a  true  majority  vote standard (i.e., where a
director  must  receive  a majority of votes cast to be elected, as opposed to a
modified  policy  indicated  by  a  resignation  policy  only), Glass Lewis will
recommend  voting against cumulative voting proposals due to the incompatibility
of the two election methods. For companies that have not adopted a true majority
voting  standard but have adopted some form of majority voting, Glass Lewis will
also  generally  recommend  voting  against  cumulative  voting proposals if the
company  has  not  adopted  antitakeover  protections and has been responsive to
shareholders.

Where  a company has not adopted a majority voting standard and is facing both a
shareholder  proposal  to  adopt  majority  voting and a shareholder proposal to
adopt  cumulative  voting,  Glass  Lewis  will  support only the majority voting
proposal.  When  a  company  has  both  majority voting and cumulative voting in
place,  there  is a higher likelihood of one or more directors not being elected
as  a  result  of  not  receiving  a majority vote. This is because shareholders
exercising  the  right  to  cumulate their votes could unintentionally cause the
failed  election  of one or more directors for whom shareholders do not cumulate
votes.

Supermajority Vote Requirements

Glass  Lewis  believes  that  supermajority vote requirements impede shareholder
action  on  ballot items critical to shareholder interests. An example is in the
takeover  context,  where supermajority vote requirements can strongly limit the
voice of shareholders in making decisions on such crucial matters as selling the
business.  This  in  turn  degrades share value and can limit the possibility of
buyout  premiums to shareholders. Moreover, we believe that a supermajority vote
requirement can enable a small group of shareholders to overrule the will of the
majority  shareholders.  We  believe  that  a  simple majority is appropriate to
approve all matters presented to shareholders.

                                       49




TRANSACTION OF OTHER BUSINESS
AT AN ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS

We  typically  recommend that shareholders not give their proxy to management to
vote  on  any  other  business  items  that  may properly come before the annual
meeting. In our opinion, granting unfettered discretion is unwise.

ANTI-GREENMAIL PROPOSALS

Glass  Lewis  will support proposals to adopt a provision preventing the payment
of  greenmail,  which  would serve to prevent companies from buying back company
stock  at  significant  premiums  from  a  certain shareholder. Since a large or
majority  shareholder could attempt to compel a board into purchasing its shares
at  a large premium, the anti-greenmail provision would generally require that a
majority  of  shareholders  other  than  the  majority  shareholder  approve the
buyback.

MUTUAL FUNDS: INVESTMENT POLICIES AND ADVISORY AGREEMENTS

Glass  Lewis  believes  that  decisions about a fund's structure and/or a fund's
relationship with its investment advisor or sub-advisors are generally best left
to  management  and  the  members of the board, absent a showing of egregious or
illegal  conduct  that  might  threaten shareholder value. As such, we focus our
analyses of such proposals on the following main areas:

      o The terms of any amended advisory or sub-advisory agreement;

      o Any changes in the fee structure paid to the investment advisor; and

      o Any material changes to the fund's investment objective or strategy.

We generally support amendments to a fund's investment advisory agreement absent
a  material  change  that  is  not  in  the  best  interests  of shareholders. A
significant  increase  in the fees paid to an investment advisor would be reason
for  us  to  consider  recommending  voting  against  a proposed amendment to an
investment  advisory  agreement. However, in certain cases, we are more inclined
to  support  an  increase  in  advisory fees if such increases result from being
performance-based  rather  than  asset-based.  Furthermore, we generally support
sub-advisory  agreements  between  a  fund's  advisor and sub-advisor, primarily
because the fees received by the sub-advisor are paid by the advisor, and not by
the fund.

In  matters  pertaining to a fund's investment objective or strategy, we believe
shareholders  are  best  served  when  a  fund's  objective  or strategy closely
resembles  the  investment  discipline shareholders understood and selected when
they  initially  bought  into  the  fund. As such, we generally recommend voting
against  amendments  to  a  fund's  investment  objective  or  strategy when the
proposed  changes  would  leave  shareholders  with  stakes  in  a  fund that is
noticeably   different  than  when  originally  contemplated,  and  which  could
therefore   potentially   negatively   impact  some  investors'  diversification
strategies.

                                       50




V. COMPENSATION, ENVIRONMENTAL, SOCIAL AND

 GOVERNANCE SHAREHOLDER INITIATIVES
================================================================================

Glass Lewis typically prefers to leave decisions regarding day-to-day management
and  policy  decisions,  including  those  related  to  social, environmental or
political issues, to management and the board, except when there is a clear link
between  the proposal and value enhancement or risk mitigation. We feel strongly
that  shareholders should not attempt to micromanage the company, its businesses
or its executives through the shareholder initiative process. Rather, we believe
shareholders  should  use their influence to push for governance structures that
protect  shareholders  and  promote director accountability. Shareholders should
then  put in place a board they can trust to make informed decisions that are in
the  best  interests  of  the  business  and its owners, and then hold directors
accountable  for  management  and  policy  decisions  through  board  elections.
However,   we  recognize  that  support  of  appropriately  crafted  shareholder
initiatives may at times serve to promote or protect shareholder value.

To  this  end,  Glass  Lewis  evaluates  shareholder proposals on a case-by-case
basis.  We  generally recommend supporting shareholder proposals calling for the
elimination  of,  as  well  as  to require shareholder approval of, antitakeover
devices  such  as  poison  pills  and  classified boards. We generally recommend
supporting  proposals  likely  to  increase and/or protect shareholder value and
also  those  that promote the furtherance of shareholder rights. In addition, we
also   generally   recommend   supporting   proposals   that   promote  director
accountability and those that seek to improve compensation practices, especially
those promoting a closer link between compensation and performance.

The  following  is  a  discussion  of  Glass  Lewis'  approach to certain common
shareholder resolutions. We note that the following is not an exhaustive list of
all shareholder proposals.

COMPENSATION

Glass  Lewis carefully reviews executive compensation since we believe that this
is  an  important  area  in  which  the board's priorities and effectiveness are
revealed.  Executives  should  be compensated with appropriate base salaries and
incentivized  with  additional  awards  in  cash  and  equity  only  when  their
performance  and  that  of  the  company  warrants  such  rewards. Compensation,
especially  when also in line with the compensation paid by the company's peers,
should  lead  to  positive  results  for  shareholders  and  ensure  the  use of
appropriate incentives that drives those results over time.

                                       51




However,  as a general rule, Glass Lewis does not believe shareholders should be
involved  in the approval and negotiation of compensation packages. Such matters
should  be  left  to  the  board's  compensation  committee,  which  can be held
accountable  for  its  decisions  through  the election of directors. Therefore,
Glass  Lewis  closely scrutinizes shareholder proposals relating to compensation
to  determine  if the requested action or disclosure has already accomplished or
mandated  and  whether it allows sufficient, appropriate discretion to the board
to design and implement reasonable compensation programs.

Disclosure of Individual Compensation

Glass  Lewis  believes  that disclosure of information regarding compensation is
critical  to  allowing  shareholders to evaluate the extent to which a company's
pay  is  based  on  performance.  However,  we  recognize that the SEC currently
mandates significant executive compensation disclosure. In some cases, providing
information  beyond  that  which  is required by the SEC, such as the details of
individual  employment  agreements  of  employees  below the senior level, could
create   internal  personnel  tension  or  put  the  company  at  a  competitive
disadvantage,  prompting  employee  poaching  by  competitors.  Further,  it  is
difficult to see how this information would be beneficial to shareholders. Given
these  concerns,  Glass Lewis typically does not believe that shareholders would
benefit  from  additional  disclosure of individual compensation packages beyond
the significant level that is already required; we therefore typically recommend
voting  against shareholder proposals seeking such detailed disclosure. We will,
however,  review  each  proposal  on  a  case  by basis, taking into account the
company's  history  of  aligning  executive  compensation  and  the  creation of
shareholder value.

Linking Pay with Performance

Glass  Lewis  views  performance-based  compensation  as  an  effective means of
motivating executives to act in the best interests of shareholders. In our view,
an   executive's  compensation  should  be  specific  to  the  company  and  its
performance, as well as tied to the executive's achievements within the company.

However,  when firms have inadequately linked executive compensation and company
performance  we  will  consider  recommending  supporting  reasonable  proposals
seeking  that  a percentage of equity awards be tied to performance criteria. We
will  also  consider  supporting appropriately crafted proposals requesting that
the  compensation  committee  include  multiple performance metrics when setting
executive  compensation, provided that the terms of the shareholder proposal are
not  overly  prescriptive.  Though  boards  often  argue  that  these  types  of
restrictions unduly hinder their ability to attract talent we believe boards can
develop an effective, consistent and reliable approach to remuneration utilizing
a   wide   range  (and  an  appropriate  mix)  of  fixed  and  performance-based
compensation.

                                       52




Retirement Benefits & Severance

As a general rule, Glass Lewis believes that shareholders should not be involved
in  the  approval  of individual severance plans. Such matters should be left to
the  board's  compensation  committee,  which  can  be  held accountable for its
decisions through the election of its director members.

However,  when  proposals  are  crafted  to only require approval if the benefit
exceeds  2.99  times the amount of the executive's base salary plus bonus, Glass
Lewis  typically  supports  such  requests.  Above  this threshold, based on the
executive's  average  annual  compensation  for  the most recent five years, the
company  can  no  longer  deduct  severance  payments  as  an  expense, and thus
shareholders  are deprived of a valuable benefit without an offsetting incentive
to  the  executive.  We  believe  that  shareholders  should be consulted before
relinquishing  such  a  right,  and  we believe implementing such policies would
still  leave  companies  with  sufficient  freedom  to  enter  into  appropriate
severance arrangements.

Following  the  passage  of  the  Dodd-Frank  Wall  Street  Reform  and Consumer
Protection  Act  ("Dodd-Frank"),  the SEC proposed rules that would require that
public  companies  hold  advisory shareholder votes on compensation arrangements
and understandings in connection with merger transactions, also known as "golden
parachute"  transactions.  However,  the SEC has not finalized the rules in time
for the 2011 proxy season and therefore we expect to continue to see shareholder
proposals  on merger-triggered severance agreements as well as those not related
to mergers.

Bonus Recoupments ("Clawbacks")

We  believe  it  is  prudent for boards to adopt detailed and stringent policies
whereby,  in  the  event  of  a restatement of financial results, the board will
review  all  performance  related  bonuses  and awards made to senior executives
during  the  period  covered  by a restatement and will, to the extent feasible,
recoup  such  bonuses  to  the  extent that performance goals were not achieved.
While  the  Dodd-Frank  Act  mandates that all companies adopt clawback policies
that  will require companies to develop a policy to recover compensation paid to
current  and former executives erroneously paid during the three year prior to a
restatement,  the  SEC  has  yet to finalize the relevant rules. As a result, we
expect  to  see  shareholder proposals regarding clawbacks in the upcoming proxy
season.

                                       53




When  examining  proposals  requesting that companies adopt recoupment policies,
Glass Lewis will first review any relevant policies currently in place. When the
board  has  already  committed to a proper course, and the current policy covers
the major tenets of the proposal, we see no need for further action. Further, in
some instances, shareholder proposals may call for board action that contravenes
legal obligations under existing employment agreements. In other cases proposals
may  excessively  limit  the board's ability to exercise judgment and reasonable
discretion,  which  may  or  may  not  be  warranted,  depending on the specific
situation  of  the  company  in  question.  We  believe  it is reasonable that a
mandatory  recoupment  policy  should  only  affect  senior executives and those
directly responsible for the company's accounting errors.

We  note  that  where  a  company  is  entering  into a new executive employment
contract  that  does  not include a clawback provision and the company has had a
material  restatement  in  the  recent  past,  Glass Lewis will recommend voting
against  the responsible members of the compensation committee. The compensation
committee  has  an  obligation to shareholders to include reasonable controls in
executive contracts to prevent payments in the case of inappropriate behavior.

Golden Coffins

Glass  Lewis  does  not  believe  that  the  payment  of  substantial,  unearned
posthumous  compensation provides an effective incentive to executives or aligns
the  interests  of  executives  with  those  of shareholders. Glass Lewis firmly
believes  that  compensation  paid to executives should be clearly linked to the
creation  of  shareholder  value. As such, Glass Lewis favors compensation plans
centered   on  the  payment  of  awards  contingent  upon  the  satisfaction  of
sufficiently  stretching  and  appropriate  performance  metrics. The payment of
posthumous  unearned  and  unvested  awards  should  be  subject  to shareholder
approval,  if  not  removed  from  compensation  policies entirely. Shareholders
should  be  skeptical  regarding  any  positive  benefit they derive from costly
payments  made to executives who are no longer in any position to affect company
performance.

To  that  end,  we  will  consider  supporting  a reasonably crafted shareholder
proposal  seeking to prohibit, or require shareholder approval of, the making or
promising  of  any  survivor  benefit  payments to senior executives' estates or
beneficiaries.  We  will  not  recommend  supporting  proposals that would, upon
passage,  violate  existing contractual obligations or the terms of compensation
plans currently in effect.

                                       54




Retention of Shares until Retirement

We  strongly  support  the linking of executive pay to the creation of long-term
sustainable   shareholder   value  and  therefore  believe  shareholders  should
encourage  executives  to  retain  some  level of shares acquired through equity
compensation programs to provide continued alignment with shareholders. However,
generally we do not believe that requiring senior executives to retain all or an
unduly  high  percentage of shares acquired through equity compensation programs
following the termination of their employment is the most effective or desirable
way  to  accomplish  this  goal. Rather, we believe that restricting executives'
ability  to  exercise  all  or a supermajority of otherwise vested equity awards
until  they  leave  the  company  may  hinder  the  ability  of the compensation
committee  to  both  attract and retain executive talent. In our view, otherwise
qualified and willing candidates could be dissuaded from accepting employment if
he/she  believes  that  his/her  compensation  could be dramatically affected by
financial  results  unrelated to their own personal performance or tenure at the
company.  Alternatively,  an  overly  strict  policy  could  encourage  existing
employees  to  quit  in  order  to  realize  the value locked in their incentive
awards.  As such, we will not typically recommend supporting proposals requiring
the   retention   of   significant  amounts  of  equity  compensation  following
termination of employment at target firms.

Tax Gross-Ups

Tax  gross-ups  can  act  as  an  anti-takeover  measure,  as  larger payouts to
executives  result  in  larger  gross-ups,  which could artificially inflate the
ultimate  purchase  price  under  a  takeover  or merger scenario. Additionally,
gross-ups  can  result  in  opaque  compensation packages where shareholders are
unlikely  to  be  aware  of  the  total  compensation  an executive may receive.
Further,  we believe that in instances where companies have severance agreements
in  place  for executives, payments made pursuant to such arrangements are often
large  enough  to  soften the blow of any additional excise taxes. Finally, such
payments are not performance based, providing no incentive to recipients and, if
large, can be a significant cost to companies.

Given  the  above,  we  will typically recommend supporting proposals requesting
that a compensation committee adopt a policy that it will not make or promise to
make to its senior executives any tax gross-up payments, except those applicable
to  management  employees  of  the  company  generally,  such as a relocation or
expatriate tax equalization policy.

Linking Executive Pay to Environmental and Social Criteria

We  recognize  that  a  company's  involvement  in environmentally sensitive and
labor-intensive  industries  influences  the  degree  to  which a firm's overall
strategy  must  weigh  environmental  and  social  concerns.  However,  we  also
understand  that  the  value generated by incentivizing executives to prioritize
environmental  and social issues is difficult to quantify and therefore measure,
and necessarily varies among industries and companies.

                                       55




When   reviewing  such  proposals  seeking  to  tie  executive  compensation  to
environmental  or  social practices, we will review the target firm's compliance
with  (or  contravention  of)  applicable  laws and regulations, and examine any
history  of  environmental and social related concerns including those resulting
in material investigations, lawsuits, fines and settlements. We will also review
the  firm's current compensation policies and practice. However, with respect to
executive compensation, Glass Lewis generally believes that such policies should
be left to the compensation committee.

GOVERNANCE

Declassification of the Board

Glass Lewis believes that classified boards (or "staggered boards") do not serve
the  best  interests  of  shareholders.  Empirical  studies have shown that: (i)
companies with classified boards may show a reduction in firm value; (ii) in the
context  of  hostile takeovers, classified boards operate as a takeover defense,
which  entrenches  management, discourages potential acquirers and delivers less
return  to  shareholders;  and  (iii)  companies with classified boards are less
likely  to  receive  takeover  bids  than those with single class boards. Annual
election  of  directors provides increased accountability and requires directors
to focus on the interests of shareholders. When companies have classified boards
shareholders  are  deprived of the right to voice annual opinions on the quality
of oversight exercised by their representatives.

Given the above, Glass Lewis believes that classified boards are not in the best
interests  of  shareholders  and will continue to recommend shareholders support
proposals seeking their repeal.

Right of Shareholders to Call a Special Meeting

Glass  Lewis strongly believes that shareholders should have the ability to call
meetings  of  shareholders  between  annual  meetings  to  consider matters that
require  prompt  attention.  However,  in  order  to  prevent abuse and waste of
corporate  resources  by  a  small  minority  of  shareholders,  we believe that
shareholders  representing  at  least  a sizable minority of shares must support
such  a  meeting  prior  to  its  calling.  Should the threshold be set too low,
companies  might  frequently  be subjected to meetings whose effect could be the
disruption  of  normal business operations in order to focus on the interests of
only  a small minority of owners. Typically we believe this threshold should not
fall below 10-15% of shares, depending on company size.

In our case-by-case evaluations, we consider the following:

     o Company size

     o  Shareholder base in both percentage of ownership and type of shareholder
     (e.g., hedge fund, activist investor, mutual fund, pension fund, etc.)

                                       56




     o  Responsiveness  of  board  and  management  to shareholders evidenced by
     progressive   shareholder   rights   policies   (e.g.,   majority   voting,
     declassifying boards, etc.) and reaction to shareholder proposals

     o Company performance and steps taken to improve bad performance (e.g., new
     executives/directors, spin-offs, etc.)

     o Existence of anti-takeover protections or other entrenchment devices

     o  Opportunities  for  shareholder  action (e.g., ability to act by written
     consent)

     o Existing ability for shareholders to call a special meeting

Right of Shareholders to Act by Written Consent

Glass Lewis strongly supports shareholders' right to act by written consent. The
right to act by written consent enables shareholders to take action on important
issues  that  arise  between  annual  meetings.  However, we believe such rights
should  be  limited  to  at  least  the  minimum  number  of votes that would be
necessary  to  authorize  the  action  at  a  meeting  at which all shareholders
entitled to vote were present and voting.

In  addition  to  evaluating the threshold for which written consent may be used
(e.g.  majority  of  votes  cast or outstanding), we will consider the following
when evaluating such shareholder proposals:

     o Company size

     o  Shareholder base in both percentage of ownership and type of shareholder
     (e.g., hedge fund, activist investor, mutual fund, pension fund, etc.)

     o  Responsiveness  of  board  and  management  to shareholders evidenced by
     progressive   shareholder   rights   policies   (e.g.,   majority   voting,
     declassifying boards, etc.) and reaction to shareholder proposals

     o Company performance and steps taken to improve bad performance (e.g., new
     executives/directors, spin offs, etc.)

     o Existence of anti-takeover protections or other entrenchment devices

     o Opportunities for shareholder action (e.g., ability and threshold to call
     a special meeting)

     o Existing ability for shareholders to act by written consent

                                       57




Board Composition

Glass  Lewis  believes  the  selection  and  screening  process  for identifying
suitably  qualified  candidates  for a company's board of directors is one which
requires  the  judgment  of  many  factors,  including the balance of skills and
talents,  the  breadth  of  experience  and diversity of candidates and existing
board  members. Diversity of skills, abilities and points of view can foster the
development  of  a  more  creative,  effective  and  dynamic  board. In general,
however,  we do not believe that it is in the best interests of shareholders for
firms  to  be  beholden  to  arbitrary  rules regarding its board, or committee,
composition.  We  believe  such  matters  should be left to a board's nominating
committee,  which  is  generally  responsible  for establishing and implementing
policies  regarding  the composition of the board. Members of this committee may
be  held  accountable  through  the  director election process. However, we will
consider   supporting  reasonable,  well-crafted  proposals  to  increase  board
diversity  where there is evidence a board's lack of diversity lead to a decline
in shareholder value.

Reimbursement of Solicitation Expenses

Where  a dissident shareholder is seeking reimbursement for expenses incurred in
waging  a  contest  or  submitting  a  shareholder proposal and has received the
support  of  a majority of shareholders, Glass Lewis generally will recommend in
favor  of reimbursing the dissident for reasonable expenses. In those rare cases
where  a  shareholder  has  put  his or her own time and money into organizing a
successful  campaign  to  unseat  a poorly performing director (or directors) or
sought  support  for a shareholder proposal, we feel that the shareholder should
be entitled to reimbursement of expenses by other shareholders, via the company.
We  believe  that, in such cases, shareholders express their agreement by virtue
of  their majority vote for the dissident (or the shareholder proposal) and will
share in the expected improvement in company performance.

Majority Vote for the Election of Directors

If  a  majority  vote standard were implemented, shareholders could collectively
vote  to reject a director they believe will not pursue their best interests. We
think  that this minimal amount of protection for shareholders is reasonable and
will  not  upset the corporate structure nor reduce the willingness of qualified
shareholder-focused directors to serve in the future.

We  believe  that  a  majority  vote standard will likely lead to more attentive
directors.  Further,  occasional  use  of  this  power  will  likely prevent the
election  of  directors  with  a record of ignoring shareholder interests. Glass
Lewis  will  generally support shareholder proposals calling for the election of
directors by a majority vote, except for use in contested director elections.

Cumulative Vote for the Election of Directors

Glass  Lewis  believes  that cumulative voting generally acts as a safeguard for
shareholders  by  ensuring  that those who hold a significant minority of shares
can  elect  a candidate of their choosing to the board. This allows the creation
of  boards  that are responsive to the interests of all shareholders rather than
just  a  small group of large holders. However, when a company has both majority


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voting  and  cumulative  voting in place, there is a higher likelihood of one or
more  directors  not being elected as a result of not receiving a majority vote.
This  is because shareholders exercising the right to cumulate their votes could
unintentionally  cause  the  failed  election  of one or more directors for whom
shareholders do not cumulate votes.

Given  the above, where a company (i) has adopted a true majority vote standard;
(ii)  has  simultaneously  proposed  a  management-initiated  true majority vote
standard; or (iii) is simultaneously the target of a true majority vote standard
shareholder  proposal,  Glass  Lewis  will  recommend  voting against cumulative
voting  proposals  due  to  the  potential  incompatibility  of the two election
methods.

For  companies  that  have  not adopted a true majority voting standard but have
adopted  some form of majority voting, Glass Lewis will also generally recommend
voting  against  cumulative  voting  proposals  if  the  company has not adopted
antitakeover protections and has been responsive to shareholders.

Supermajority Vote Requirements

We  believe  that  a  simple  majority  is  appropriate  to  approve all matters
presented   to   shareholders,   and   will  recommend  that  shareholders  vote
accordingly.  Glass  Lewis  believes that supermajority vote requirements impede
shareholder  action  on  ballot  items  critical  to shareholder interests. In a
takeover context supermajority vote requirements can strongly limit the voice of
shareholders  in  making  decisions  on  crucial  matters  such  as  selling the
business.  These  limitations in turn may degrade share value and can reduce the
possibility  of  buyout  premiums  for shareholders. Moreover, we believe that a
supermajority  vote  requirement  can  enable  a  small group of shareholders to
overrule the will of the majority of shareholders.

Independent Chairman

Glass  Lewis  views  an  independent  chairman  as  better  able  to oversee the
executives and set a pro-shareholder agenda in the absence of the conflicts that
a  CEO,  executive  insider, or close company affiliate may face. Separating the
roles  of  CEO  and chairman may lead to a more proactive and effective board of
directors.  The  presence  of  an independent chairman fosters the creation of a
thoughtful  and  dynamic board, not dominated by the views of senior management.
We believe that the separation of these two key roles eliminates the conflict of
interest  that  inevitably occurs when a CEO, or other executive, is responsible
for  self-oversight.  As  such,  we  will  typically  support reasonably crafted
shareholder  proposals  seeking the installation of an independent chairman at a
target  company.  However,  we  will  not  support proposals that include overly
prescriptive definitions of "independent."

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ENVIRONMENT

There  are  significant  financial,  legal  and  reputational risks to companies
resulting  from  poor environmental practices or negligent oversight thereof. We
believe  part  of  the  board's  role  is  to  ensure that management conducts a
complete  risk  analysis  of  company  operations,  including  those  that  have
environmental implications. Directors should monitor management's performance in
mitigating  environmental  risks attendant with operations in order to eliminate
or minimize the risks to the company and shareholders.

When  management and the board have displayed disregard for environmental risks,
have  engaged  in  egregious  or  illegal  conduct, or have failed to adequately
respond  to  current  or  imminent environmental risks that threaten shareholder
value,  we  believe  shareholders  should  hold  directors  accountable.  When a
substantial  environmental  risk  has been ignored or inadequately addressed, we
may recommend voting against responsible members of the governance committee, or
members of a committee specifically charged with sustainability oversight.

With  respect  to  environmental  risk,  Glass  Lewis  believes companies should
actively consider their exposure to:

Direct  environmental  risk:  Companies  should  evaluate  financial exposure to
direct  environmental risks associated with their operations. Examples of direct
environmental  risks  are those associated with spills, contamination, hazardous
leakages,  explosions,  or  reduced water or air quality, among others. Further,
firms  should  consider  their  exposure  to  environmental risks emanating from
systemic change over which they may have only limited control, such as insurance
companies  affected  by  increased  storm  severity and frequency resulting from
climate change.

Risk  due to legislation/regulation: Companies should evaluate their exposure to
shifts  or  potential shifts in environmental regulation that affect current and
planned   operations.   Regulation   should   be   carefully  monitored  in  all
jurisdictions within which the company operates. We look closely at relevant and
proposed   legislation   and   evaluate   whether   the  company  has  responded
appropriately.

Legal  and  reputational  risk:  Failure  to take action on important issues may
carry the risk of damaging negative publicity and potentially costly litigation.
While  the  effect  of  high-profile  campaigns  on shareholder value may not be
directly  measurable,  in general we believe it is prudent for firms to evaluate
social and environmental risk as a necessary part in assessing overall portfolio
risk.

If  there  is  a  clear  showing that a company has inadequately addressed these
risks,  Glass  Lewis  may  consider supporting appropriately crafted shareholder
proposals  requesting  increased  disclosure,  board  attention  or,  in limited
circumstances, specific actions. In general, however, we believe that boards and
management  are in the best position to address these important issues, and will
only  rarely  recommend  that  shareholders  supplant  their  judgment regarding
operations.

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Climate Change and Green House Gas Emission Disclosure

Glass  Lewis  will consider recommending a vote in favor of a reasonably crafted
proposal  to  disclose a company's climate change and/or greenhouse gas emission
strategies  when  (i)  a company has suffered financial impact from reputational
damage,  lawsuits  and/or government investigations, (ii) there is a strong link
between climate change and its resultant regulation and shareholder value at the
firm,  and/or  (iii) the company has inadequately disclosed how it has addressed
climate  change risks. Further, we will typically recommend supporting proposals
seeking disclosure of greenhouse gas emissions at companies operating in carbon-
or  energy-  intensive industries, such basic materials, integrated oil and gas,
iron  and  steel,  transportation,  utilities,  and  construction.  We  are  not
inclined,  however,  to  support  proposals  seeking  emissions  reductions,  or
proposals  seeking  the  implementation  of  prescriptive  policies  relating to
climate change.

Sustainability Report

When  evaluating  requests  that a firm produce a sustainability report, we will
consider, among other things:

     o The financial risk to the company from the firm's environmental practices
     and/or regulation;

     o The relevant company's current level of disclosure;

     o The level of sustainability information disclosed by the firm's peers;

     o The industry in which the firm operates;

     o  The  level  and  type  of  sustainability  concerns/controversies at the
     relevant firm, if any;

     o The time frame within which the relevant report is to be produced; and

     o  The  level  of flexibility granted to the board in the implementation of
     the proposal.

In  general,  we  believe  that  firms operating in extractive industries should
produce sustainability reports, and will recommend a vote for reasonably crafted
proposals  requesting  that  such  a  report  be  produced; however, as with all
shareholder proposals, we will evaluate sustainability report requests on a case
by case basis.


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Oil Sands

The   procedure   required   to  extract  usable  crude  from  oil  sands  emits
significantly  more greenhouse gases than do conventional extraction methods. In
addition,  development  of  the  oil sands has a deleterious effect on the local
environment,  such as Canada's boreal forests which sequester significant levels
of  carbon.  We  believe firms should strongly consider and evaluate exposure to
financial, legal and reputational risks associated with investment in oil sands.

We  believe firms should adequately disclose their involvement in the oil sands,
including  a  discussion  of  exposure  to sensitive political and environmental
areas.  Firms should broadly outline the scope of oil sands operations, describe
the  commercial  methods  for  producing  oil,  and  discuss  the  management of
greenhouse  gas  emissions.  However,  we  believe  that  detailed disclosure of
investment   assumptions  could  unintentionally  reveal  sensitive  information
regarding  operations and business strategy, which would not serve shareholders'
interest. We will review all proposals seeking increased disclosure of oil sands
operations  in  the  above  context,  but  will  typically not support proposals
seeking cessation or curtailment of operations.

Sustainable Forestry

Sustainable  forestry  provides for the long-term sustainable management and use
of  trees and other non-timber forest products. Retaining the economic viability
of  forests is one of the tenets of sustainable forestry, along with encouraging
more  responsible  corporate  use  of  forests.  Sustainable  land  use  and the
effective  management  of  land  are viewed by some shareholders as important in
light  of  the impact of climate change. Forestry certification has emerged as a
way that corporations can address prudent forest management. There are currently
several   primary   certification  schemes  such  as  the  Sustainable  Forestry
Initiative ("SFI") and the Forest Stewardship Council ("FSC").

There  are nine main principles that comprise the SFI: (i) sustainable forestry;
(ii)  responsible  practices;  (iii) reforestation and productive capacity; (iv)
forest health and productivity; (v) long-term forest and soil productivity; (vi)
protection   of   water   resources;  (vii)  protection  of  special  sites  and
biodiversity; (viii) legal compliance; and (ix) continual improvement.

The  FSC  adheres  to  ten  basic  principles:  (i) compliance with laws and FSC
principles;  (ii)  tenure  and use rights and responsibilities; (iii) indigenous
peoples' rights; (iv) community relations and workers' rights; (v) benefits from
the  forest; (vi) environmental impact; (vii) management plan; (viii) monitoring
and  assessment;  (ix)  maintenance  of high conservation value forests; and (x)
plantations.

Shareholder  proposals  regarding  sustainable forestry have typically requested
that  the  firm comply with the above SFI or FSC principles as well as to assess
the  feasibility  of phasing out the use of uncertified fiber and increasing the
use  of certified fiber. We will evaluate target firms' current mix of certified
and  uncertified  paper  and the firms' general approach to sustainable forestry
practices,  both  absolutely  and  relative  to  its peers but will only support
proposals  of  this  nature  when  we  believe  that  the  proponent has clearly
demonstrated  that  the  implementation of this proposal is clearly linked to an
increase in shareholder value.

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SOCIAL ISSUES

Non-Discrimination Policies

Companies   with   records   of   poor   labor   relations  may  face  lawsuits,
efficiency-draining  turnover,  poor  employee  performance, and/or distracting,
costly  investigations.  Moreover,  as  an  increasing number of companies adopt
inclusive  EEO  policies,  companies  without  comprehensive  policies  may face
damaging recruitment, reputational and legal risks. We believe that a pattern of
making  financial  settlements  as  a result of lawsuits based on discrimination
could indicate investor exposure to ongoing financial risk. Where there is clear
evidence  of employment practices resulting in negative economic exposure, Glass
Lewis may support shareholder proposals addressing such risks.

MacBride Principles

To promote peace, justice and equality regarding employment in Northern Ireland,
Dr.  Sean  MacBride,  founder of Amnesty International and Nobel Peace laureate,
proposed the following equal opportunity employment principles:

     1.  Increasing  the  representation  of  individuals  from underrepresented
     religious  groups  in  the  workforce  including  managerial,  supervisory,
     administrative, clerical and technical jobs;

     2.  Adequate  security for the protection of minority employees both at the
     workplace and while traveling to and from work;

     3.  The  banning  of  provocative  religious  or political emblems from the
     workplace;

     4.  All  job openings should be publicly advertised and special recruitment
     efforts   should  be  made  to  attract  applicants  from  underrepresented
     religious groups;

     5.  Layoff,  recall,  and  termination  procedures should not, in practice,
     favor particular religious groupings;

     6.  The  abolition  of  job  reservations, apprenticeship restrictions, and
     differential  employment  criteria,  which  discriminate  on  the  basis of
     religion or ethnic origin;

     7.  The  development  of  training  programs  that will prepare substantial
     numbers  of  current  minority  employees  for  skilled jobs, including the
     expansion  of  existing programs and the creation of new programs to train,
     upgrade, and improve the skills of minority employees;

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     8. The establishment of procedures to assess, identify and actively recruit
     minority employees with potential for further advancement; and

     9.  The  appointment  of  senior  management  staff  member  to oversee the
     company's  affirmative action efforts and setting up of timetables to carry
     out affirmative action principles.

Proposals  requesting  the  implementation of the above principles are typically
proposed  at  firms  that  operate,  or  maintain  subsidiaries that operate, in
Northern  Ireland.  In  each  case,  we will examine the company's current equal
employment  opportunity  policy  and  the  extent  to which the company has been
subject  to  protests,  fines,  or  litigation  regarding  discrimination in the
workplace,  if any. Further, we will examine any evidence of the firm's specific
record of labor concerns in Northern Ireland.

Human Rights

Glass Lewis believes explicit policies set out by companies' boards of directors
on  human  rights  provides  shareholders with the means to evaluate whether the
company  has  taken  steps to mitigate risks from its human rights practices. As
such,  we  believe  that  it  is prudent for firms to actively evaluate risks to
shareholder  value  stemming  from  global activities and human rights practices
along  entire  supply chains. Findings and investigations of human rights abuses
can  inflict,  at  a minimum, reputational damage on targeted companies and have
the  potential  to  dramatically  reduce shareholder value. This is particularly
true  for  companies  operating  in  emerging  market  countries  in  extractive
industries and in politically unstable regions. As such, while we typically rely
on  the  expertise  of  the board on these important policy issues, we recognize
that,  in some instances, shareholders could benefit from increased reporting or
further codification of human rights policies.

Military and US Government Business Policies

Glass  Lewis  believes  that  disclosure  to  shareholders of information on key
company endeavors is important. However, we generally do not support resolutions
that  call  for  shareholder  approval  of  policy  statements  for  or  against
government programs, most of which are subject to thorough review by the federal
government  and  elected officials at the national level. We also do not support
proposals favoring disclosure of information where similar disclosure is already
mandated  by  law,  unless  circumstances  exist  that  warrant  the  additional
disclosure.

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Foreign Government Business Policies

Where a corporation operates in a foreign country, Glass Lewis believes that the
company  and  board  should  maintain  sufficient controls to prevent illegal or
egregious  conduct with the potential to decrease shareholder value, examples of
which  include  bribery,  money  laundering,  severe environmental violations or
proven  human  rights violations. We believe that shareholders should hold board
members,  and  in particular members of the audit committee and CEO, accountable
for  these  issues  when they face reelection, as these concerns may subject the
company  to  financial  risk.  In  some instances, we will support appropriately
crafted  shareholder  proposals specifically addressing concerns with the target
firm's actions outside its home jurisdiction.

Health Care Reform Principles

Health  care  reform  in the United States has long been a contentious political
issue  and  Glass  Lewis therefore believes firms must evaluate and mitigate the
level of risk to which they may be exposed regarding potential changes in health
care legislation. Over the last several years, Glass Lewis has reviewed multiple
shareholder  proposals requesting that boards adopt principles for comprehensive
health  reform,  such  as  the  following  based upon principles reported by the
Institute of Medicine:

     o Health care coverage should be universal;

     o Health care coverage should be continuous;

     o Health care coverage should be affordable to individuals and families;

     o  The  health  insurance strategy should be affordable and sustainable for
     society; and

     o Health insurance should enhance health and well-being by promoting access
     to   high-quality   care   that  is  effective,  efficient,  safe,  timely,
     patient-centered and equitable.

In  general,  Glass Lewis believes that individual corporate board rooms are not
the  appropriate  forum  in  which  to address evolving and contentious national
policy  issues.  The  adoption  of  a  narrow  set of principles could limit the
board's  ability  to comply with new regulation or to appropriately and flexibly
respond  to  health  care  issues  as  they arise. As such, barring a compelling
reason  to  the  contrary,  we  typically  do  not support the implementation of
national health care reform principles at the company level.

Tobacco

Glass  Lewis  recognizes  the contentious nature of the production, procurement,
marketing  and  selling  of  tobacco  products.  We  also recognize that tobacco
companies  are  particularly susceptible to reputational and regulatory risk due
to  the  nature of its operations. As such, we will consider supporting uniquely
tailored  and  appropriately  crafted shareholder proposals requesting increased
information  or the implementation of suitably broad policies at target firms on
a  case-by-case basis. However, we typically do not support proposals requesting
that  firms  shift  away  from,  or significantly alter, the legal production or
marketing of core products.

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Reporting Contributions and Political Spending

While  corporate  contributions  to  national  political  parties and committees
controlled   by   federal   officeholders  are  prohibited  under  federal  law,
corporations  can  legally  donate  to state and local candidates, organizations
registered  under  26  USC Sec. 527 of the Internal Revenue Code and state-level
political  committees.  There  is,  however,  no  standardized  manner  in which
companies  must  disclose  this  information.  As  such, shareholders often must
search  through  numerous campaign finance reports and detailed tax documents to
ascertain  even  limited  information.  Corporations  also  frequently use trade
associations,  which  are not required to report funds they receive for or spend
on political activity, as a means for corporate political action.

Further,  in 2010 the Citizens United v. Federal Election Commission decision by
the  Supreme  Court  affirmed  that  corporations  are entitled to the same free
speech  laws  as individuals and that it is legal for a corporation to donate to
political  causes without monetary limit. While the decision did not remove bans
on  direct  contributions  to  candidates,  companies are now able to contribute
indirectly,  and  substantially,  to candidates through political organizations.
Therefore,  it  appears companies will enjoy greater latitude in their political
actions by this recent decision.

When  evaluating  whether  a  requested report would benefit shareholders, Glass
Lewis seeks answers to the following three key questions:

     o Is the Company's disclosure comprehensive and readily accessible?

     o  How  does  the  Company's  political  expenditure  policy and disclosure
     compare to its peers?

     o What is the Company's current level of oversight?

Glass  Lewis will consider supporting a proposal seeking increased disclosure of
corporate   political  expenditure  and  contributions  if  the  firm's  current
disclosure is insufficient, or if the firm's disclosure is significantly lacking
compared  to  its  peers.  We  will also consider voting for such proposals when
there  is evidence of inadequate board oversight. Given that political donations
are  strategic  decisions  intended  to  increase shareholder value and have the
potential  to  negatively affect the company, we believe the board should either
implement  processes  and  procedures  to  ensure the proper use of the funds or
closely  evaluate  the  process  and procedures used by management. We will also
consider  supporting  such  proposals  when  there  is verification, or credible
allegations,  that  the company is mismanaging corporate funds through political
donations.  If  Glass  Lewis  discovers  particularly  egregious  actions by the
company,  we  will consider recommending voting against the governance committee
members or other responsible directors.

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Animal Welfare

Glass  Lewis  believes  that  it  is  prudent for management to assess potential
exposure  to  regulatory,  legal  and  reputational  risks  associated  with all
business  practices,  including  those related to animal welfare. A high profile
campaign  launched  against  a  company  could  result  in shareholder action, a
reduced  customer  base, protests and potentially costly litigation. However, in
general,  we  believe  that the board and management are in the best position to
determine  policies  relating  to  the care and use of animals. As such, we will
typically  vote against proposals seeking to eliminate or limit board discretion
regarding animal welfare unless there is a clear and documented link between the
board's policies and the degradation of shareholder value.

Internet Censorship

Legal and ethical questions regarding the use and management of the Internet and
the worldwide web have been present since access was first made available to the
public  almost twenty years ago. Prominent among these debates are the issues of
privacy,  censorship,  freedom  of expression and freedom of access. Glass Lewis
believes  that  it is prudent for management to assess its potential exposure to
risks  relating  to the internet management and censorship policies. As has been
seen  at  other  firms,  perceived  violation  of  user privacy or censorship of
Internet access can lead to high-profile campaigns that could potentially result
in  decreased  customer  bases  or  potentially  costly  litigation. In general,
however,  we  believe  that management and boards are best equipped to deal with
the evolving nature of this issue in various jurisdictions of operation.



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