Procedure for Proxy Voting

The following policies and procedures for proxy voting are designed and intended for each of the investments funds and limited partnerships managed by B.E.S.T. Investment Counsel Limited or its affiliate and other investment products, each individually referred as the "fund" and collectively referred to as "BEST Funds". Each fund has a separate Board of Directors with the majority of the directors being independent. The Board of each fund has adopted the proxy voting procedures and guidelines by formal resolution.

The Board of Directors (the "Board") of each fund that invests in stocks has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated day-to-day oversight of proxy voting to the manager of the fund (the "Manager"), subject to the operating procedures and guidelines described below. The Manager will report directly to the Board.

Our overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a fund's investments-and those of our fund shareholders-over the long term. While our goal is simple, the proposals we receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. The Board has designed the guidelines to stress the Managers' role as a fiduciary with responsibility for evaluating each proposal on its merits, based on the particular facts and circumstances as presented. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the funds voting as a block. In some cases, however, funds may vote differently, depending upon the nature and objective of the fund, the composition of their portfolios, and other factors.

The guidelines do not permit BEST Funds to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Manager should consider in each voting decision. A fund may refrain from voting if that would be in the fund's and its shareholders' best interests.
In evaluating proxy proposals, the manager will consider information from many sources, including the investment advisor for the fund, management or shareholders of a company presenting a proposal, and independent proxy research services. The Manager will give substantial weight to the recommendations of the company's board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the Manager, which is accountable to the individual fund's board. While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Manager will evaluate the issue and cast the fund's vote in a manner that, in the Manager's view, will maximize the value of the fund's investment.

General Proxy Voting Guidelines

Each fund has adopted a policy that provides general guidance as to how it will vote as a security holder of its portfolio companies. There may be circumstances where the Manager on behalf of the fund votes differently than anticipated by the policy, since every vote is considered on a case-by-case basis. In every case, the Manager will vote in a manner that is consistent with the best interests of the fund.

Investments in labour sponsored investment funds generally consist primarily of debt and equity investments in small, privately-held companies. It is unusual for those companies to solicit proxies. Rather, shareholders actions are usually undertaken by written resolutions of all shareholders or, in limited cases, voting at a meeting of shareholders. Accordingly, this policy extends not only to proxies, but also applies to written resolutions and voting by representatives of the Manager or fund in person at meetings of shareholders.

In making investments for the funds, the Manager works with each portfolio company, and the portfolio company's founders and other security holders, to determine an appropriate structure with respect to capitalization, board structure, incentive stock option arrangements, management compensation and other matters. Such matters are generally dealt with in shareholder agreements and other agreements entered into at the time of an investment. Accordingly, any matter that is dealt with by such an agreement will be voted on by the fund in compliance with its obligations under the agreement.

On routine matters that pertain to the operations and business of a portfolio company that are not governed by an agreement, the Manager will generally vote with the management of the portfolio company. The Manager will deviate from this policy if there are significant investment implications of any issue on which the fund is asked to vote. On non-routine matters that are not governed by an agreement, the Manager will vote on a case-by-case basis. The Manager will vote for matters that are aligned with the best interests of the fund, and will withhold its vote on, or vote against, any matter that the Manager believes is not in the best interests of the fund. The fund makes its determination based on a review of the performance of the portfolio company's management, its business objectives, its future prospects and the impact of the vote on the value of the securities of the portfolio company held by the fund.

Proxy Voting By The Manager

The Board has delegated the day-to-day function of voting proxies for the funds to the Manager of the fund. While most votes will be determined through the BEST Funds' procedures and guidelines, there may be circumstances when the Manager will refer proxy issues to the Board for consideration. In addition, the Board has the authority to vote proxies at any time, when, in the Board's discretion, such action is warranted.

The Manager performs the following functions: (1) managing proxy voting vendors, (2) reconciling share positions, (3) analyzing proxy proposals using factors described in the guidelines, (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy, and (5) voting proxies. The Manager also prepares periodic and special reports to the Board and any proposed amendments to the procedures and guidelines.

Manager Conduct and Conflict of Interests

The Board of the fund assigns proxy voting responsibility to the Manager. In the event that the Manager has a conflict of interest regarding a proxy vote, the Manager must inform the Board of the conflict and not participate in the proxy voting decision or process.

The Manager will provide reports and other guidance to the Board regarding proxy voting by the BEST Funds. The Manager has an obligation to exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and BEST Funds' Code of Ethics. The Manager shall authorize proxy votes that the Manager determines, in its sole discretion, to be in the best interests of the funds' shareholders. In determining how to apply the guidelines to a particular factual situation, the Manager may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.

The Board may review these procedures and guidelines and modify them from time to time.

Proxy Voting Record

On an annual basis the Manager will prepare proxy voting record for all public entities held by the funds. The proxy voting record will be filed on SEDAR.