DELEGATION OF PROXY VOTING

Common stock shareholders have the power through voting rights to influence the management of a corporation. Actively exercising these rights through corporate governance may be an effective way of enhancing investment value. Not exercising these rights ignores a valuable ownership right that could be managed for the benefit of the investment.

In some case, an investor with a minor position or a short investment time horizon does not consider to partecipate in corporate governance. In some case, were there are dissatisfied with the management and the proportion of shares that an investor owns increase the difficulty of selling shares without adversely affecting of the market, investors may attempt to change the company through negotiations with management or though exercise of the rights of corporate governance.

In many instances, security holders and account owners can delegate their right to vote proxies to consultants, as STUDIO BUGELLI, who manage this rights with standards of prudence, care, diligence and who are qualified to make informed decisions to meet their fiduciary duties.

The major proxy-related issue generally fall within five categories: corporate governance, takeover defenses, compensation plans, capital structure and social responsability. These categories may include the following:

1) CORPORATE GOVERNANCE: confidentiality of voting; annual election of director; composition of board; equal access to proxy statements; indemnification of management or directors or both against negligent, imprudent or unreasonable action; removal of director from office only for cause or by a supermajority vote; cumulative voting, "sweeteners" to attract support for proposals; unequal voting right proposals (superstock); supermajority proposal; limitation of shareholders rights to remove directors, amend bylaws, fill board vacancies, call special meetings, nominate directors and act by written consent or other actions to limit or abolish shareholders rights to act independently; prposal to permit management discretion to iusse "blank check" stock without prior shareholder approval; proposal to vote unmarked proxies in favor of management; pre-emptive rights.

2) TAKEOVER DEFENSE AND RELATED ACTION: proposal involving tender offers and mergers; fair price prevision; some increase in authorized shares and/or creation of new classes of common or preferred stock; proposal to introduce or eliminate greenmail provisions, proposal to reevaluate in-place "shark repellent"; shareholder rights plans (poison pills).

3) COMPENSATION PLANS: stock option plans and/or stock-appreciation plans; profit incentive plans and employee stock purchase plans; extension of stock option grants to outside directors; stock option plans and other stock bonus plans, including plans permitting issuance of loans to management or selected employees with authority to sell stock purchased by the loan without immediate repayment, or plans that are overly generous (below market price or with appreciation rights paying the difference between option price and the stock or allowing the director to lower the purchase price of outstanding options); incentive plans that become effective in the event of hostile takeovers or mergers (golden and tin parachutes); proposal that create an unusually favorable compensation structure in advance of sales of the company; proposal that fail to link executive compensation to management perfomance (including golden handcuffs).

4) CAPITAL STRUCTURE, CLASSES OF STOCK, AND RECAPITALIZATIONS: dual class recapitalizations; proposals to reincorporate or reorganize into a holding company; proposals designed to discourage mergers and acquisitions in advance; proposals to change state of incorporation to a state less favourable to shareholder interests.

5) SOCIAL RESPONSABILITY: human rights; enviroment, such as endorsing the CERES principles; nuclear weapons and energy-generating facilities; McBride Principles (Northern Ireland); equal employment and diversity; community-related economic growth; anti-addiction (such as alcohol or gambling).

In order to the existing obstacles to establish an effective proxy voting, ones include delays in relaying the material from issuer to intermediary to investor. Such delays can make proxy voting difficult. Investment advisors should maintain contact with intermediaries, such as brokers, banks, and custodians, to ensure timely reception of material and to update names and addresses.