RENN Capital Group, Inc.
PROXY VOTING POLICIES AND PROCEDURES

These policies are reviewed periodically by RENN Capital Group, Inc. (ďGroupĒ) and our non-interested directors, and, accordingly, are subject to change. A summary of Groupís proxy voting policies are set forth below.

Voting Procedures

Groupís assigned designee will determine which of its clients holds the security to which the proxy relates. In accordance with Groupís voting guidelines, the assigned designee will determine how Group should vote routine proxies and will see that such is done in a timely and appropriate manner. The assigned designee will, prior to voting, consult Group portfolio managers regarding non-routine matters.

Voting Guidelines

In the absence of specific voting guidelines from the client, Group will vote proxies as it deems in the best interests of each particular client. Group's policy is to vote all proxies from a specific issuer the same way for all clients holding such issue, except with regard to a client who has given specific instructions to the contrary. Clients are permitted to place reasonable restrictions on Group's voting authority in the same manner that they may place restrictions on the actual selection of account securities.

In reviewing proposals, Group will consider the opinion of management, the effect on managementís effectiveness, and the effect on shareholder value and the issuerís business practices.

Group will generally vote in favor of routine corporate housekeeping proposals, such as the election of directors and selection of auditors, absent potential or asserted conflicts of interest raised by the portfolio managers or others.

The assigned designee will consult with Group records, the Chief Compliance Officer and/or portfolio managers to try to verify whether there are any conflicts that exist between the interests of the client and Group or any of its employees as to any financial, business or personal relationship with the issuer.

If a material conflict of interest exists, the assigned designee will consult the Chief Compliance Officer, who will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting pursuant to a predetermined voting directive or obtaining an independent third-partyís voting recommendation.

Group will maintain a record of the voting resolution of any conflict of interest.


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