<DOCUMENT>
<TYPE>EX-99.(C)
<SEQUENCE>5
<FILENAME>exc.txt
<DESCRIPTION>PROXY VOTING POLICY AND PROCEDURES
<TEXT>

                                                                     EXHIBIT (c)

                         ADVENT CAPITAL MANAGEMENT, LLC

                       PROXY VOTING POLICY AND PROCEDURES

I.   POLICY STATEMENT

     Introduction - Advent Capital Management, LLC (the "Advisor") is adopting
these proxy voting policies and procedures (the "Policies and Procedures") in
order to comply with Rule 206(4)-6 under the Investment Advisers Act of 1940, as
amended and its associated recordkeeping requirements.

     The Policies and Procedures apply to those client accounts (i) that contain
voting securities; and (ii) for which the Advisor has authority to vote client
proxies. The Policies and Procedures will be reviewed and, as necessary, updated
periodically to address new or revised proxy voting issues. Other, similar
rights such as consent rights shall be evaluated on a case by case basis.

     Pursuant to the Policies and Procedures and its fiduciary duties, the
Advisor will vote client proxies as part of its authority to manage, acquire and
dispose of account assets. When voting proxies for client accounts, the
Advisor's primary objective is to make voting decisions solely in the best
interests of clients and beneficiaries and participants of benefits plans for
which we manage assets. In fulfilling its obligations to clients, the Advisor
will act in a manner deemed to be prudent and diligent and which is intended to
enhance the economic value of the underlying securities held in client accounts.
In certain situations, a client or its fiduciary may provide the Advisor with a
statement of proxy voting policy. In these situations, the Advisor seeks to
comply with such policy to the extent it would not be inconsistent with
applicable regulation or the fiduciary responsibility of the Advisor.

     Duty to Vote Proxies - The Advisor acknowledges that it is part of its
fiduciary duty to its clients to vote client proxies, except in cases in which
the cost of doing so, in the opinion of the Advisor, would exceed the expected
benefits to the client. This may be particularly true in the case of non-U.S.
securities. While the proxy voting process is well established in the United
States and other developed markets with a number of tools and services available
to assist an investment manager, voting proxies of non-US companies located in
certain jurisdictions, particularly emerging markets, may involve a number of
logistical problems that may have a detrimental effect on the Advisor's ability
to vote such proxies. The logistical problems include, but are not limited to:
(i) proxy statements and ballots being written in a language other than English,
(ii) untimely and/or inadequate notice of shareholder meetings, (iii)
restrictions on the ability of holders outside the issuer's jurisdiction of
organization to exercise votes, (iv) requirements to vote proxies in person, (v)
the imposition of restrictions on the sale of the securities for a period of
time in proximity to the shareholder meeting, and (vi) requirements to provide
local agents with power of attorney to facilitate the Advisor's voting
instructions. Accordingly, the Advisor may conduct a cost-benefit analysis in
determining whether to attempt to vote its clients' shares at a non-US company's
meeting, whereby if it is determined that the cost associated with the attempt
to exercise

<PAGE>

its vote outweighs the benefit the Advisor believes its clients will derive by
voting on the company's proposal, the Advisor may decide not to attempt to vote
at the meeting.

     Material Conflicts - The Advisor will vote its clients' proxies in the best
interests of its clients and not its own. In voting client proxies, the Advisor
will avoid material conflicts of interests between the interests of the Advisor
and its affiliates on the one hand and the interests of its clients on the
other. The Advisor recognizes that it may have a material conflict of interest
in voting a client proxy where (i) it manages assets, administers employee
benefit plans, or provides brokerage, underwriting or insurance to companies
whose management is soliciting proxies; (ii) it manages money for an employee
group that is the proponent of a proxy proposal; (iii) has a personal
relationship with participants in a proxy solicitation or a director or
candidate for director; or (iv) it otherwise has a personal interest in the
outcome in a particular matter before shareholders. Notwithstanding the above
categories, the Advisor understands that the determination of whether a
"material conflict" exists depends on all of the facts and circumstances of the
particular situation. The Advisor acknowledges the existence of a relationship
of the type discussed above, even in the absence of any active efforts to
solicit the investment adviser with respect to a proxy vote, is sufficient for a
material conflict to exist.

II.  GENERAL PROXY VOTING GUIDELINES

     It is the policy of the Advisor in voting proxies to consider and vote each
proposal with the objective of maximizing long-term investment returns for its
clients. To ensure consistency in voting proxies on behalf of its clients, the
Advisor utilizes the proxy voting guidelines (the "Proxy Voting Guidelines") set
forth below. These guidelines address a broad range of issues, including board
size and composition, executive compensation, anti-takeover proposals, capital
structure proposals and social responsibility issues

A.   MANAGEMENT PROPOSALS:

     1.   The following management sponsored proposals are often voted in
          support of management.

          [X]    [ ]     [ ]   Selection or ratification of auditors
          For  Against  Case
                         by
                        Case

          [X]    [ ]     [ ]   Approval of financial statements, director
          For  Against  Case   and auditor reports
                         by
                        Case

          [X]    [ ]     [ ]   Election of Directors
          For  Against  Case
                         by
                        Case

          [X]    [ ]     [ ]   Limiting Directors' liability and broadening
          For  Against  Case   indemnification of Directors
                         by
                        Case

<PAGE>
          [X]    [ ]     [ ]   Requirement that a certain percentage (up to
          For  Against  Case   66 2/3%) of its Board's members be comprised
                         by    of independent and unaffiliated Directors
                        Case


          [X]    [ ]     [ ]   Requirement that members of the company's
          For  Against  Case   compensation, nominating and audit
                         by    committees be comprised of independent or
                        Case   unaffiliated Directors


          [X]    [ ]     [ ]   Recommendations to set retirement ages or
          For  Against  Case   require specific levels of stock ownership
                         by    by Directors
                        Case

          [X]    [ ]     [ ]   General updating/corrective amendments to
          For  Against  Case   the charter
                         by
                        Case

          [X]    [ ]     [ ]   Elimination of cumulative voting
          For  Against  Case
                         by
                        Case

          [X]    [ ]     [ ]   Elimination of preemptive rights
          For  Against  Case
                         by
                        Case

          [X]    [ ]     [ ]   Provisions for confidential voting and
          For  Against  Case   independent tabulation of voting results
                         by
                        Case

          [X]    [ ]     [ ]   Proposals related to the conduct of the
          For  Against  Case   annual meeting except those proposals which
                         by    relate to the "transaction of such other
                        Case   business which may come before the meeting"

          [X]    [ ]     [ ]   Capitalization changes which eliminate other
          For  Against  Case   classes of stock and voting rights
                         by
                        Case

          [X]    [ ]     [ ]   Proposals to increase the authorization of
          For  Against  Case   existing classes of stock if: (i) a clear
                         by    and legitimate business purpose is stated;
                        Case   (ii) the number of shares requested is
                               reasonable in relation to the purpose for
                               which authorization is requested; and (iii)
                               the authorization does not exceed 10% of
                               shares currently authorized and at least 10%
                               of the new authorization will be outstanding

<PAGE>

          [X]    [ ]     [ ]   Proposals to create a new class of preferred
          For  Against  Case   stock or for issuances of preferred stock up
                         by    to 10% of issued capital unless the terms of
                        Case   the preferred stock would adversely affect
                               the rights of existing shareholders

          [X]    [ ]     [ ]   Proposals for share repurchase plans, unless
          For  Against  Case   it appears that a repurchase plan lacks a
                         by    bona fide business purpose
                        Case

          [X]    [ ]     [ ]   Proposals to reduce the number of authorized
          For  Against  Case   shares of common or preferred stock, or to
                         by    eliminate classes of preferred stock,
                        Case   provided such proposals have a legitimate
                               business purpose

          [X]    [ ]     [ ]   Proposals to effect stock splits unless such
          For  Against  Case   a split would be contrary to shareholders'
                         by    best interests
                        Case

          [X]    [ ]     [ ]   Proposals to effect reverse stock splits if
          For  Against  Case   management proportionately reduces the
                         by    authorized share amount set forth in the
                        Case   corporate charter. Reverse stock splits that
                               do not adjust proportionately to the authorized
                               share amount will generally be approved if the
                               resulting increase in authorized shares coincides
                               with the proxy guidelines set forth above for
                               common stock increases

          [X]    [ ]     [ ]   Director fees unless the amounts are
          For  Against  Case   excessive relative to other companies in the
                         by    country or industry
                        Case

          [X]    [ ]     [ ]   Employee stock purchase plans that permit
          For  Against  Case   discounts up to 15%, but only for grants that
                         by    are part of a broad based employee plan,
                        Case   including all non-executive employees

          [X]    [ ]     [ ]   Establishment of Employee Stock Option Plans
          For  Against  Case   and other employee ownership plans
                         by
                        Case

          [X]    [ ]     [ ]   Modify or rescind existing supermajority
          For  Against  Case   vote requirements to amend the
                         by    charters or bylaws.
                        Case

<PAGE>

          [X]    [ ]     [ ]   Adoption of anti-greenmail provisions
          For  Against  Case   provided that the proposal (a) defines
                         by    greenmail, (b) prohibits buyback offers to
                        Case   large block holders not made to all
                               shareholders or not approved by
                               disinterested shareholders, and (c) contains
                               no anti-takeover measures or other
                               provisions restricting the rights of
                               shareholders.

     2.   The following proposals are often voted against, notwithstanding
          management support:

          [ ]    [X]     [ ]   Capitalization changes which add classes of
          For  Against  Case   stock which substantially dilute the
                         by    voting interests of existing shareholders
                        Case

          [ ]    [X]     [ ]   Proposals to increase the authorized number
          For  Against  Case   of shares of existing classes of stock which
                         by    carry preemptive rights or super voting rights
                        Case

          [ ]    [X]     [ ]   Creation of blank check preferred stock
          For  Against  Case
                         by
                        Case

          [ ]    [X]     [ ]   Changes in capitalization by 5% or more
          For  Against  Case   where management does not offer an
                         by    appropriate rationale or where it is
                        Case   contrary to the best interests of existing
                               shareholders

          [ ]    [X]     [ ]   Compensation proposals that allow for
          For  Against  Case   discounted stock options which have not been
                         by    offered to employees in general
                        Case

          [ ]    [X]     [ ]   Change-in-control provisions in non-salary
          For  Against  Case   compensation plans, employment contracts,
                         by    and severance agreements that benefit
                        Case   management and would be costly to
                               shareholders if triggered

          [ ]    [X]     [ ]   Anti-takeover and related provision that
          For  Against  Case   serve to prevent the majority of
                         by    shareholders from exercising their rights or
                        Case   effectively deter the appropriate tender
                               offers and other offers

          [ ]    [X]     [ ]   Shareholders rights plans which allow
          For  Against  Case   appropriate offers to shareholders to be blocked
                         by    by the board or trigger provisions which
                        Case   prevent legitimate offers from proceeding

<PAGE>

          [ ]    [X]     [ ]   Amendments to bylaws that would require a
          For  Against  Case   supermajority shareholder vote to pass or
                         by    repeal certain provisions
                        Case

          [ ]    [X]     [ ]   Proposals to indemnify auditors
          For  Against  Case
                         by
                        Case

     3.   The following types of proposals are often voted on a case-by-case
          basis:

          [ ]    [ ]     [X]   o        Mergers, acquisitions and other
          For  Against  Case            special corporate transactions
                         by             (i.e., takeovers, spin-offs, sales
                        Case            of assets, reorganizations,
                                        restructurings and
                                        recapitalizations) will be examined
                                        on a case-by-case basis

          [ ]    [ ]     [X]   o        Executive/Director stock option
          For  Against  Case            plans. Generally, the stock option
                         by             plans should meet the following
                        Case            criteria: (i) Whether the stock
                                        option plan is incentive based;
                                        (ii) For mature companies, should
                                        be no more than 5% of the issued
                                        capital at the time of approval;
                                        and (iii) For growth companies,
                                        should be no more than 10% of the
                                        issued capital at the time of
                                        approval

          [ ]    [ ]     [X]   Proposals requiring shareholder ratification
          For  Against  Case   of poison pills
                         by
                        Case

B.   SHAREHOLDER PROPOSALS:

     1.   The following shareholder proposals are often supported:

          [X]    [ ]     [ ]   Requiring Auditors to attend the annual
          For  Against  Case   meeting of shareholders
                         by
                        Case

          [X]    [ ]     [ ]   Requirement that members of the company's
          For  Against  Case   compensation, nominating and audit
                         by    committees be comprised of independent or
                        Case   unaffiliated Directors

<PAGE>

     2.   The following shareholder proposals are often determined on a
          case-by-case basis:

          [ ]    [ ]     [X]   Proposals which limit tenure of directors
          For  Against  Case
                         by
                        Case

          [ ]    [ ]     [X]   Proposals to limit golden parachutes
          For  Against  Case
                         by
                        Case

          [ ]    [ ]     [X]   Proposals requiring directors to own large
          For  Against  Case   amounts of stock to be eligible for election
                         by
                        Case

          [ ]    [ ]     [X]   Restoring cumulative voting in the election
          For  Against  Case   of directors
                         by
                        Case

          [ ]    [ ]     [X]   Requirement that a certain percentage of its
          For  Against  Case   Board's members be comprised of independent
                         by    and unaffiliated Directors
                        Case

          [ ]    [ ]     [X]   Proposals which request or require
          For  Against  Case   disclosure of executive compensation in
                         by    addition to the disclosure required by the
                        Case   Securities and Exchange Commission ("SEC")
                               regulations.

          [ ]    [ ]     [X]   Proposals which limit retirement benefits or
          For  Against  Case   executive compensation
                         by
                        Case

          [ ]    [ ]     [X]   Requiring shareholder approval for Bylaw or
          For  Against  Case   charter amendments
                         by
                        Case

          [ ]    [ ]     [X]   Requiring shareholder approval for
          For  Against  Case   shareholder rights plan or poison pill
                         by
                        Case

          [ ]    [ ]     [X]   Requiring shareholder approval of golden
          For  Against  Case   parachutes
                         by
                        Case

          [ ]    [ ]     [X]   Confidential voting
          For  Against  Case
                         by
                        Case

          [ ]    [ ]     [X]   Elimination of certain anti-takeover related
          For  Against  Case   provisions
                         by
                        Case

<PAGE>

          [ ]    [ ]     [X]   Reduction or elimination of supermajority
          For  Against  Case   vote requirements
                         by
                        Case

          [ ]    [ ]     [X]   Prohibit payment of greenmail
          For  Against  Case
                         by
                        Case

     3.   The following shareholder proposals are often not supported:

          [ ]    [X]     [ ]   Requirements that the issuer prepare reports
          For  Against  Case   which are costly to provide or which would
                         by    require duplicative efforts or expenditures
                        Case   which are of a non-business nature or would
                               provide no pertinent information from the
                               perspective of institutional shareholders

          [ ]    [X]     [ ]   Restrictions related to social, political or
          For  Against  Case   special interest issues that impact the
                         by    ability of the company to do business or be
                        Case   competitive and which have a significant
                               financial or best interest impact to the
                               shareholders

          [ ]    [X]     [ ]   Proposals which require inappropriate
          For  Against  Case   endorsements or corporate actions.
                         by
                        Case

III. ADMINISTRATION OF PROXY POLICIES AND PROCEDURES

A.   PROXY REVIEW COMMITTEE

     The Advisor's Proxy Review Committee (the "Committee") is responsible for
     creating and implementing the Policies and Procedures and, in that regard,
     has adopted the general principles and guidelines set forth above in
     Sections I and II. Among other things, the Committee is responsible for the
     following:

     1.   The Committee, consisting of members designated by the Chief Executive
          Officer, shall establish and review these Policies and Procedures and
          determine how the Advisor will vote proxies on an ongoing basis.

     2.   The Committee shall have the authority to amend and change the
          Policies and Procedures and designate voting positions consistent with
          the objective of maximizing long-term investment returns for the
          Advisor's clients.

<PAGE>

     3.   The Committee shall meet as needed to oversee and address all
          questions relating to the Advisor's Policies and Procedures,
          including: (1) general review of proposals being put forth at
          shareholder meetings of portfolio companies; (2) adopting changes in
          the Policies and Procedures; (3) determining whether voting on matters
          in the manner favored by the Advisor are "material" conflicts of
          interests within the meaning of Rule 206(4)-6 under the Investment
          Advisors Act of 1940, as amended; (4) determining how to vote matters
          for which specific direction has not been provided the Proxy Voting
          Guidelines (i.e. "case by case" matters) or are otherwise not covered
          by the Proxy Voting Guidelines (collectively, "Discretionary
          Proposals"); (5) determining whether to override the Proxy Voting
          Guidelines with respect to any proxy vote; and (6) designating a
          compliance officer (the "Compliance Officer") to implement the
          Operating Procedures set forth in Part B of this Section III.

     4.   The Committee will periodically review the Proxy Voting Guidelines to
          determine if they are current and consistent with the Advisor's policy
          and will make appropriate changes as needed.

B.   OPERATING PROCEDURES

     The following operating procedures are intended to ensure that the Advisor
satisfies its proxy voting obligations:

     1.   The Compliance Officer will review all new client accounts to
          determine whether (i) the account contains voting securities and (ii)
          the client has delegated proxy voting authorization to the Advisor in
          the investment advisory agreement or (iii) the client has otherwise
          provided specific voting instructions. Any questions regarding whether
          or not a security is a "voting" security or whether voting authority
          has been delegated by a client will be directed to the General Counsel
          of the Advisor.

     2.   The Compliance Officer will receive proxy materials and ballots and
          reconcile these materials with holdings in client accounts at least
          once monthly.

     3.   The Compliance Officer will compile and review the matters to be voted
          on, at least once monthly, and determine: (i) which matters are to be
          voted in accordance with the Proxy Voting Guidelines (a
          "Pre-Determined Matter"); and (ii) which matters are Discretionary
          Matters and (iii) which matters are to be voted pursuant to the
          instructions of clients (a "Directed Matter"). Any questions regarding
          whether a matter is a Pre-Determined Matter, a Discretionary Matter or
          a Directed Matter will be directed to the General Counsel of the
          Advisor.

     4.   For all Discretionary Matters, the Compliance Officer shall screen the
          matter and make a preliminary determination regarding whether the
          matter presents a potential material conflict of interest between the
          interests of the Advisor and its affiliates on the one hand and the
          Advisor's client on the other.

          In order to determine whether a Discretionary Matter poses a potential
          material conflict of interest, the Compliance Officer shall compile
          and maintain a list of the following as applicable:

     (a)  all issuers for which the Advisor or its affiliates manages assets;

<PAGE>

     (b)  all issuers for which the Advisor or its affiliates administers
          employee benefit plans;

     (c)  all issuers for which the Advisor or its affiliates brokerage,
          underwriting or insurance;

     (d)  any issuer for which the Advisor or its affiliates is soliciting the
          provision of services enumerated in (a), (b) and (c);

     (e)  any other issuer with which the Advisor or its affiliates or its
          senior officers has a material business relationship; and

     (f)  any employee group for which the Advisor manages money;

          This list, which the Compliance Officer shall update at least
          quarterly, shall be known as the "Master Conflicts List."

          The Compliance Officer shall screen the issuer, employee group or any
          other material related party ("Material Parties") involved in the
          Discretionary Matter against the Master Conflicts List and develop a
          list of potential conflicts ("Potential Conflicts List").

     5.   For each Discretionary Matter, the Compliance Officer shall solicit
          written reports from portfolio managers, investment personnel,
          analysts and other employees of the advisor who may have an investment
          or other professional interest in the Discretionary Matter. The
          Compliance Officer shall compile these reports in an "Advisory
          Report."

     6.   The Compliance Officer shall present each meeting of the Committee
          with: (i) a list of all Pre-Determined Matters to be voted in
          accordance with the Proxy Voting Guidelines; (ii) a list of all
          Discretionary Matters; (iii) a list of all Directed Matters to be
          voted in accordance with client instructions (iv) the Potential
          Conflicts List; and (v) any Advisory Reports.

     7.   The Committee shall meet quarterly. The Committee shall review and
          approve the list of Pre-Determined Matters to be voted in accordance
          with the Proxy Voting Guidelines and the list of all Directed Matters
          to be voted in accordance with client instructions. For each
          Discretionary Matter presented, the Committee will determine: (i) the
          manner in which to vote on the proxy and, (ii) whether the manner in
          which the Committee has determined to vote the proxy would, under the
          facts and circumstances, create a material conflict of interest
          between the interests of the Advisor and its affiliates on the one
          hand and the Advisor's clients on the other. In making the finding
          required in (ii) above, the Committee shall consider the Potential
          Conflicts List and any other material relationship known to the
          Committee between the Advisor and its affiliates and the Material
          Parties.

          If the Proxy Review Committee determines that with respect to any
          Discretionary Matter that a material conflict of interest exists in
          voting the Discretionary Matter in the manner favored by the
          Committee, the Committee shall direct the Compliance Officer to obtain
          the informed written consent of the affected client (or clients) to
          the Committee's favored vote. If obtaining such consent from any
          client is impracticable or undesirable, the Advisor shall vote the
          client's proxy in accordance

<PAGE>

          with the recommendation of an independent third-party service provider
          experienced in such matters to be retained by the Advisor on a
          case-by-case basis, as necessary.

     8.   If any portfolio manager, investment person, or any other employee of
          the Advisor wishes to vote a proxy with respect to a Pre-Determined
          Matter in a manner other than that set forth in the Proxy Voting
          Guidelines (an "Override Matter"), such person shall contact the
          Compliance Officer. The Compliance Officer shall screen the Override
          Matter against the Master List and include the results on the
          Potential Conflicts List. The Compliance Officer shall also solicit an
          Advisory Report for presentation to the Committee. The Override Matter
          shall be presented at the next scheduled meeting of the Committee for
          a determination of: (i) whether the matter should be voted in a manner
          other than as specified in the Proxy Voting Guidelines; and (ii)
          whether the manner in which the Committee has determined to vote the
          proxy would constitute a material conflict of interest. If the
          Committee determines that a material conflict of interest exists with
          respect to voting the Override Matter in the manner it favors, the
          Committee shall direct the Compliance Officer to either: (i) vote the
          Override Matter in the manner originally prescribed by the Proxy
          Voting Guidelines; or (ii) obtain the informed written consent of the
          affected client (or clients) to the Committee's favored vote.

     9.   Directed Matters will be voted in accordance with the instructions of
          the client.

     10.  The Compliance Officer will ensure that all proxies are voted in
          accordance with these Procedures and Policies.

     11.  The Compliance Officer may delegate any of his or her functions to a
          third party proxy voting or other service provider.

     12.  All decisions of the Committee, including all determinations regarding
          whether or not a material conflict of interest existed with respect to
          a Discretionary or Override Matter and the basis for such
          determination, shall be documented in writing and maintained by the
          Compliance Officer for a period of at least 6 years.

IV.  CLIENT DISCLOSURE POLICIES

     The Advisor will disclose the Policies and Procedures to its clients. The
Advisor's disclosure will consist of a "concise summary" of its proxy voting
policies and procedures. This disclosure will also tell clients how to get a
complete copy of the Advisor's policies and procedures. The proxy voting
disclosure will be provided to existing clients with their first quarterly
account statement after June 30, 2003. The Advisor's proxy voting disclosure
will be provided to new clients in the Advisor's "brochure" or Part II to its
Form ADV which will be delivered with a letter identifying the presence of the
disclosure. The Compliance Officer will provide any client, upon written
request, with a tabulation of how such client's proxies were voted by the
Advisor.

<PAGE>

V.   RECORDKEEPING REQUIREMENTS

Rule 204-2 under the Advisers Act, as amended, requires that the Advisor retain
(i) its proxy voting policies and procedures; (ii) proxy statements received
regarding client securities; (iii) records of votes it cast on behalf of
clients; (iv) records of client requests for proxy voting information, and (v)
any documents prepared by the investment adviser that were material to making a
decision how to vote, or that memorialized the basis for the decision. The
Advisor will keep all written requests from clients and any written response
from the Advisor (to either a written or an oral request). The Advisor may rely
on proxy statements filed on the SEC's EDGAR system instead of keeping its own
copies, and may rely on proxy statements and records of proxy votes cast by the
Advisor that are maintained with a third party such as a proxy voting service,
provided that the Advisor has obtained an undertaking from the third party to
provide a copy of the documents promptly upon request.

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</DOCUMENT>
