FORMULA GROWTH LIMITED
PROXY VOTING GUIDELINES

Formula Growth Limited (“Formula”) is, and has been, the manager of Formula Growth Fund (“The Fund”) since 1960.

As part of its fiduciary obligation to the unitholders of the Fund, as well as its broader allegiance to the interests of the shareholders of the companies in which the Fund invests, Formula exercises its voting rights through proxy voting.  The objective of Formula’s proxy voting activities is to ensure that the voting rights of the Fund are exercised in the unitholders and the underlying companies best interests in order to enhance unitholder and shareholder value on a long term basis.

Formula’s portfolio managers have the duty to evaluate each voting issue on a case-by-case basis and to vote such proxy in a manner which, in the opinion of the portfolio manager, is consistent with the investment principles of the Fund.  One of the fund’s fundamental investment principles is to invest in emerging growth companies that are managed by aggressive owner/entrepreneurs who, in most cases, own a substantial amount of their company’s stock.  For this reason, Formula’s portfolio managers will, in most cases, align the interest of the unitholders with that of management and the Board of Directors (“The Board”) by voting in the affirmative.

Resulting from fifty years of cumulative experience, Formula believes that voting against management and the Board is usually counterproductive and therefore could negatively affect the Fund’s performance.  Should Formula believe it has a good reason to vote against management and the Board’s recommendations, Formula will do so but more likely Formula will simply sell the stock outright and reinvest the capital in a more suitable investment for the Fund.