Annual Report of Proxy Voting Record for Management Investment Companies (n-px)

Annual Report of Proxy Voting Record for Management Investment Companies (n-px)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices) (Zip code)

B. Reuben Auspitz, Manning & Napier Fund, Inc., 290 Woodcliff Drive, Fairport, NY 14450

(Name and address of agent for service)

Registrant’s telephone number, including area code: (585) 325-6880

Date of fiscal year end: December 31

Date of reporting period: 7/1/12-6/30/13

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

SEC 2451 (4-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Manning & Napier Fund, Inc. Core Bond Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Core Bond Series

BB&T CORPORATION



Security:	054937206	Agenda Number:	933743355

Ticker:	BBTPRD	Meeting Type:	Special

ISIN:	US0549372060	Meeting Date:	4/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO APPROVE AMENDMENTS TO THE RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OF BB&T TO CHANGE THE PAYMENT DATES OF ITS PREFERRED STOCK DIVIDENDS TO CONFORM WITH THE PAYMENT DATE OF ITS COMMON STOCK DIVIDENDS AND CONFORM PREFERRED STOCK RECORD DATES.	Mgmt	For	For

02	TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FOR ANY REASON.	Mgmt	For	For

Manning & Napier Fund, Inc. Core Plus Bond Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Core Plus Bond Series

BB&T CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO APPROVE AMENDMENTS TO THE RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OF BB&T TO CHANGE THE PAYMENT DATES OF ITS PREFERRED STOCK DIVIDENDS TO CONFORM WITH THE PAYMENT DATE OF ITS COMMON STOCK DIVIDENDS AND CONFORM PREFERRED STOCK RECORD DATES.	Mgmt	For	For

02	TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FOR ANY REASON.	Mgmt	For	For

Manning & Napier Fund, Inc. Core Plus Bond Series

JOHN HANCOCK PFD INCOME FUND


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CHARLES L. BARDELIS	Mgmt	For	For

	2 JAMES R. BOYLE	Mgmt	For	For

	3 CRAIG BROMLEY	Mgmt	For	For

	4 PETER S. BURGESS	Mgmt	For	For

	5 WILLIAM H. CUNNINGHAM	Mgmt	For	For

	6 GRACE K. FEY	Mgmt	For	For

	7 THERON S. HOFFMAN	Mgmt	For	For

	8 DEBORAH C. JACKSON	Mgmt	For	For


9 HASSELL H. MCCLELLAN	Mgmt	For	For

10 JAMES M. OATES	Mgmt	For	For

11 STEVEN R. PRUCHANSKY	Mgmt	For	For

12 GREGORY A. RUSSO	Mgmt	For	For

13 WARREN A. THOMSON	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	Examination, discussion and approval of the proposal for the split of all of the shares issued by the company at the ratio of three new shares for each one share currently issued	Mgmt	For	For

2	Resolution, in the event that item i above is approved, regarding the amendment of article 5 of the corporate bylaws of the company to adapt them, due to the share split, to the number of shares into which the share capital of the company is divided	Mgmt	For	For

cmmt	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

cmmt	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Examination, discussion and approval of the proposal for a new company stock option plan	Mgmt	For	For


II	To ratify, in accordance with the terms of line I of article 256 of the Brazilian share corporations law, the acquisition of control of Academia Paulista Anchieta Ltda. from here onwards referred to as APA, Uniao Pan Americana De Ensino S.C Ltda. from here onwards referred to as Unipan, and Uniao	Mgmt	For	For

	Bandeirante De Educacao Ltda. from here onwards referred to as UBE and, together with APA and Unipan, the Uniban Group

III	To ratify the hiring of Apsis Consultoria Empresarial Ltda. the business hired by the company for the preparation of the valuation report for the Uniban Group	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

I	To receive the administrators accounts, to examine, discuss and vote on the administrations report, the financial statements and the accounting statements accompanied by the independent auditors report regarding the fiscal year ended on December 31, 2012	Mgmt	For	For

II	To decide on the proposal of capital budget, allocation of the net profits of the fiscal year and the distribution of dividends	Mgmt	For	For

III	To elect the members of the board of directors	Mgmt	Against	Against

IV	To set the annual global remuneration of the managers for the 2013	Mgmt	For	For

V	To install and elect the members of the fiscal council and set their remuneration	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Examination, discussion and approval of the proposal for a complete split of the shares issued by the company, in such a way that, in the event the split is approved, for each share of the company that is currently issued there will be created and attributed to its owner two new shares issued by the company, with the same rights and advantages as the currently issued shares, in such a way that each share of the company comes to be represented by three shares after the conclusion of the split, at a ratio of one to three	Mgmt	For	For

II	Resolution, in the event that item i above is approved, regarding the amendment of article 5 of the corporate bylaws of the company to adapt them, due to the share split, to the number of shares into which the share capital of the company is divided	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

APOLLO HOSPITALS ENTERPRISE LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March 2012 and the Balance Sheet as at that date, the Directors’ and Auditors’ Report thereon	Mgmt	No vote

2	To declare a dividend on equity shares for the financial year ended 31st March 2012	Mgmt	No vote

3	To appoint a Director in place of Shri. N. Vaghul, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

4	To appoint a Director in place of Shri. T.K. Balaji, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

5	To appoint a Director in place of Shri. Rajkumar Menon, who retires by rotation and being eligible, offers himself for re-appointment.	Mgmt	No vote

6	To appoint a Director in place of Shri. G. Venkatraman, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

7	To appoint Auditors for the current year and fix their remuneration, M/s.S. Viswanathan, Chartered Accountants, Chennai retire and are eligible for re-appointment	Mgmt	No vote


8		Resolved that subject to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII thereof, consent of the Company be and is hereby accorded to the renewal of the terms of payment of a sum equivalent to 5% of the net profits of the Company computed in accordance with the provisions of the Companies Act, 1956 as remuneration for each year to Dr. Prathap C Reddy, Permanent Chairman of the Company under Article 98(c) of the Articles of Association of the Company, for a period of five years commencing from 25th June 2012, and that the Board of Directors of the Company be and is hereby authorized to pay such remuneration either monthly, quarterly, half yearly or otherwise as they may deem fit		Mgmt		No vote

Manning & Napier Fund, Inc. Emerging Markets Series

ARCOS DORADOS HOLDINGS INC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	CONSIDERATION AND APPROVAL OF THE FINANCIAL STATEMENTS OF THE COMPANY CORRESPONDING TO THE FISCAL YEAR ENDED DECEMBER 31, 2012, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS ERNST & YOUNG (PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L., MEMBER FIRM OF ERNST & YOUNG GLOBAL), AND THE NOTES CORRESPONDING TO THE FISCAL YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

2.	APPOINTMENT AND REMUNERATION OF ERNST & YOUNG (PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L., MEMBER FIRM OF ERNST & YOUNG GLOBAL), AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

3.	DIRECTOR

	1 MRS. ANNETTE FRANQUI	Mgmt	For	For

	2 MR. C HERNANDEZ-ARTIGAS	Mgmt	For	For

	3 MR. A. RAMIREZ MAGANA	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BELLE INTERNATIONAL HOLDINGS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0419/LTN20130419897.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0419/LTN20130419859.pdf	Non-Voting

1	To receive and consider the audited consolidated financial statements and reports of the directors and auditor of the Company for the year ended 31 December 2012	Mgmt	For	For

2	To declare final dividend for the year ended 31 December 2012	Mgmt	For	For


3	To re-appoint PricewaterhouseCoopers as the Company’s auditor and to authorise the board of directors of the Company to fix the auditor’s remuneration	Mgmt	For	For

4.ai	To re-elect Mr. Tang King Loy as an executive director of the Company	Mgmt	For	For

4.aii	To re-elect Mr. Gao Yu as a non-executive director of the Company	Mgmt	For	For

4aiii	To re-elect Mr. Chan Yu Ling, Abraham as an independent non-executive director of the Company	Mgmt	For	For

4b	To authorise the board of directors of the Company to fix the remuneration of the directors	Mgmt	For	For

5	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution	Mgmt	Against	Against

6	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution	Mgmt	For	For

7	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

BIOSTIME INTERNATIONAL HOLDINGS LTD, GRAND CAYMAN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0327/LTN20130327704.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0327/LTN20130327945.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To receive, consider and adopt the consolidated audited financial statements of the Company and its subsidiaries and the reports of the Directors and auditors of the Company for the year ended 31 December 2012	Mgmt	For	For

2a	To declare a final dividend equivalent to HKD 0.39 per ordinary share for the year ended 31 December 2012 to the shareholders of the Company which shall be paid out of the share premium of the Company	Mgmt	For	For

2b	To declare a special dividend equivalent to HKD 0.46 per ordinary share for the year ended 31 December 2012 to the shareholders of the Company which shall be paid out of the share premium of the Company	Mgmt	For	For

3ai	To re-elect Mr. Luo Fei as an executive Director of the Company	Mgmt	Against	Against


3aii	To re-elect Ms. Kong Qingjuan as an executive Director of the Company	Mgmt	For	For

3aiii	To re-elect Dr. Zhang Wenhui as a non-executive Director of the Company	Mgmt	For	For

3aiv	To re-appoint Mr. Wu Xiong as a non-executive Director of the Company	Mgmt	For	For

3av	To re-appoint Mr. Luo Yun as a non-executive Director of the Company	Mgmt	Against	Against

3avi	To re-appoint Mr. Chen Fufang as a non-executive Director of the Company	Mgmt	For	For

3b	To authorise the Board of Directors of the Company to fix the remuneration of the Directors of the Company	Mgmt	For	For

4	To re-appoint Ernst & Young as auditors of the Company and to authorise the Board of Directors of the Company to fix their remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to allot, issue and deal with shares of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution	Mgmt	Against	Against

6	To grant a general mandate to the Directors to purchase shares of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution	Mgmt	For	For

7	To extend the general mandate granted under resolution no. 5 by adding the shares purchased pursuant to the general mandate granted by resolution no. 6	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

BR MALLS PARTICIPACOES SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended December 31, 2012	Mgmt	For	For

2	Approve Allocation of Income and Dividends	Mgmt	For	For

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

	PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

BR MALLS PARTICIPACOES SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To establish the aggregate amount of the remuneration of the managers of the company for the 2013 fiscal year	Mgmt	Against	Against

2	To increase the share capital of the company, without the issuance of new shares, for the purpose of capitalizing part of the balance of the profit reserves, in the event that the resolutions submitted to the annual general meeting are approved	Mgmt	For	For

3	To amend the wording of the main part of article 5 of the corporate bylaws of the company, in order to reflect a. the capital increases approved by the board of directors of the company and b. the capitalization of part of the profit reserves of the company	Mgmt	For	For

4	To amend the wording of line V of article 19 of the corporate bylaws of the company to give advance authorization for the company to enter into agreements and grant guarantees only in transactions the value of which exceeds the greater of BRL 50 million or 10 per cent of the total consolidated assets of the company	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


I	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of Itax Consultoria E Corretora De Seguros De Vida Ltda	Mgmt	No vote

II	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of SBX Corretora De Seguros De Vida Ltda	Mgmt	No vote

III	The merger, by the Company, of Pada Holding Ltda., which is the owner of 60 percent of the corporate capital of the companies Itax Consultoria E Corretora De Seguros De Vida Ltda. and SBX Corretora De Seguros De Vida Ltda., with the consequent issuance by the Company of 159,628 new common shares and of 12 warrants	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	The acquisition, by the Company, of an equity interest equivalent to 49.99 percent of the capital of Indico Consultoria De Beneficios E Corretagem De Seguros Ltda	Mgmt	No vote

II	The acquisition, by the Company, of an equity interest equivalent to 49.98 percent of the capital of Viva Bem Gestao De Saude Ltda	Mgmt	No vote

III	The merger, into the Company, of Larah Participacoes E Empreendimentos Ltda., which is the owner of 50 percent of the capital of the companies Indico Consultoria De Beneficios E Corretagem De Seguros Ltda. and Viva Bem Gestao De Saude Ltda., with the consequent issuance by the Company of 580,889 new, common shares and of 16 warrants	Mgmt	No vote

IV	The reratification of item 4 of the resolutions of the minutes of the extraordinary general meeting of the company held on June 5, 2012, bearing in mind that there was a difference between the dates of the right of withdrawal stated in the notice of material fact and the date stated in the mentioned minutes of the Company	Mgmt	No vote

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF VOTING OPTION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the company, of an equity interest corresponding to 39.96 percent of the equity capital of Carraro Corretora De Seguros Ltda	Mgmt	For	For

II	The acquisition, by the company, of SMM holding E Empreendimentos Ltda., which is the owner of 60 percent of the equity capital of Carraro Corretora De Seguros Ltda., with the consequent issuance by the company of 233,056 new, common shares and of 12 warrants	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	To examine and approval of the report and accounts of the directors and financial statements for the fiscal year ended 31.12.2012	Mgmt	No vote

2	Allocation of net profit for the fiscal year ended on 31.12.2012	Mgmt	No vote

3	To elect the members of the board of directors of the company to be held by individual member of the board of directors on a total of 05 members in accordance with article 10 of the bylaws company	Mgmt	No vote

4	To set the directors remunerations	Mgmt	No vote

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the Company, of an equity interest equivalent to 39.8 percent of the share capital of Omega Corretora de Seguors Ltda	Mgmt	For	For

II	The merger, into the Company, of DR7 Participacoes e Empreendimentos Ltda., the latter of which is the holder of 60 percent of the share capital of the company Omega Corretora de Seguros Ltda., with the consequent issuance by the Company of 85,080 new, common shares and of eight warrants	Mgmt	For	For

III	The acquisition, by the Company, of an equity interest corresponding to 49.99 percent of the share capital of Aral Administradora de Beneficios Ltda	Mgmt	For	For

IV	The merger, into the Company, of Ralah Participacoes e Empreendimentos Ltda., the latter of which is the owner of 50 percent of the share capital of Aral Administradora de Beneficios Ltda., with the consequent issuance by the Company of 16 warrants	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

CHAROEN POKPHAND FOODS PUBLIC CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 163804 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.	Non-Voting

1	To adopt the minutes of the annual general shareholders’ meeting no. 1/2012	Mgmt	For	For

2	To acknowledge the report on the company’s operating results for the year 2012	Mgmt	For	For

3	To approve the statements of financial position and the statements of income for the year ended December 31, 2012	Mgmt	For	For

4	To acknowledge the interim dividend payment during the year 2012	Mgmt	For	For


5	To approve the appropriation of profit and annual dividend payment for the year 2012	Mgmt	For	For

6.1	To appoint director to replace directors who retire by rotation: Mr. Min Tieanworn	Mgmt	For	For

6.2	To appoint director to replace directors who retire by rotation: Mr. Chingchai Lohawatanakul	Mgmt	For	For

6.3	To appoint director to replace directors who retire by rotation: Mr. Adirek Sripratak	Mgmt	For	For

6.4	To appoint director to replace directors who retire by rotation: Dr. Chaiyawat Wibulswasdi	Mgmt	For	For

6.5	To appoint director to replace directors who retire by rotation: Mr. Pong Visedpaitoon	Mgmt	For	For

7	To approve the remuneration of the directors for the year 2013	Mgmt	For	For

8	To appoint the company’s auditors and fix the remuneration for the year 2013	Mgmt	For	For

9	To respond to the queries	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

CHINA ZHENGTONG AUTO SERVICES HOLDINGS LTD, GRAND


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0425/LTN20130425495.pdf, http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0425/LTN20130425469.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL THE RESOLUTIONS. THANK YOU.	Non-Voting

1	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 December 2012	Mgmt	For	For

2.a	To re-elect Mr. Li Zhubo as a director of the Company	Mgmt	For	For

2.b	To re-elect Mr. Wang Muqing as a director of the Company	Mgmt	For	For

2.c	To re-elect Mr. Zhang Yansheng as a director of the Company	Mgmt	Against	Against

3	To authorise the board of directors to fix the remuneration of the directors of the Company	Mgmt	For	For


4	To re-appoint Messrs. KPMG as auditors and to authorise the board of Directors to fix their Remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to repurchase shares	Mgmt	For	For

6	To grant a general mandate to the Directors to issue, allot and deal with unissued shares	Mgmt	Against	Against

7	To extend the general mandate granted to the Directors to issue unissued shares by adding the shares repurchased by the Company	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O3	ELECTION OF MEMBERS OF THE COMPANY’S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES.	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Emerging Markets Series

COMPANIA CERVECERIAS UNIDAS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
A	INCREASE THE CAPITAL OF THE COMPANY IN THE AMOUNT OF CLP$340,000,000,000 BY ISSUING NEW SHARES IN THE NUMBER, AT THE PRICE, AND UNDER ANY OTHER CONDITIONS, AGREED TO AT THE SHAREHOLDER MEETING	Mgmt	For	For

B	CREATION OF A NEW SERIES OF COMMON SHARES FOR THE CAPITAL INCREASE AS APPROVED, IN ORDER TO MAINTAIN THE EXISTING EXCHANGE RIGHTS UNDER THE CONVENTION CHAPTER XXVI OF TITTLE I OF THE COMPENDIUM OF FOREIGN EXCHANGE REGULATIONS OF THE CENTRAL BANK OF CHILE, SIGNED ON SEPTEMBER 23, 1992 THROUGH A PUBLIC DEED AT THE NOTARY OF SANTIAGO OF MR. ALVARO BIANCHI ROSAS, AS AMENDED	Mgmt	Abstain	Against

C	AMEND THE FIFTH ARTICLE OF THE COMPANY’S BY-LAWS TO REFLECT THE CAPITAL INCREASE AS APPROVED	Mgmt	For	For

D	TO AUTHORIZE BOARD TO APPLY FOR REGISTRATION OF SHARE CAPITAL INCREASE IN SECURITIES REGISTRY OF SUPERINTENDENCY OF SECURITIES & INSURANCE AND TO PURSUE ACTIONS REQUIRED TO PLACE THE SHARES AGREED TO BE ISSUED & ADOPT ANY AGREEMENT RELATING TO ISSUANCE & PLACEMENT OF SHARES REPRESENTING CAPITAL INCREASE, SO THAT SAME MAY BE OFFERED BOTH IN CHILE & ABROAD, AS DETERMINED BY BOARD	Mgmt	For	For

F	ADOPT ANY OTHER NECESSARY ACTION OR APPROVAL IN RELATION TO THE ABOVE CAPITAL INCREASE AND TO LEGALIZE AND IMPLEMENT THE AMENDMENTS TO THE BY-LAWS REFERRED TO ABOVE	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

DR. REDDY’S LABORATORIES LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1.	TO RECEIVE, CONSIDER AND ADOPT THE BALANCE SHEET AS AT 31 MARCH 2012 AND THE PROFIT & LOSS ACCOUNT OF THE COMPANY FOR THE YEAR ENDED ON THAT DATE ALONG WITH THE REPORTS OF THE DIRECTORS’ AND AUDITORS’ THEREON.	Mgmt	For	For

O2.	TO DECLARE DIVIDEND ON THE EQUITY SHARES FOR THE FINANCIAL YEAR 2011-12.	Mgmt	For	For

O3.	TO APPOINT A DIRECTOR IN PLACE OF DR. OMKAR GOSWAMI, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O4.	TO APPOINT A DIRECTOR IN PLACE OF MR. RAVI BHOOTHALINGAM, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O5.	TO APPOINT THE STATUTORY AUDITORS AND FIX THEIR REMUNERATION. THE RETIRING AUDITORS B S R & CO., CHARTERED ACCOUNTANTS ARE ELIGIBLE FOR RE-APPOINTMENT.	Mgmt	For	For

S6.	APPOINTMENT OF MR. SRIDAR IYENGAR AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

S7.	RE-APPOINTMENT OF MR. SATISH REDDY AS WHOLE TIME DIRECTOR DESIGNATED AS MANAGING DIRECTOR AND CHIEF OPERATING OFFICER OF THE COMPANY.	Mgmt	For	For

S8.	EXTENSION OF TERM OF DR. REDDY’S EMPLOYEES STOCK OPTION SCHEME, 2002.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

EURASIA DRILLING COMPANY LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.a	Re-elect Martin E. Hansen as Class I Director	Mgmt	No vote

1.b	Re-elect Maurice Dijols as Class I Director	Mgmt	No vote

1.c	Elect Anatoly Kozyrev as Class I Director	Mgmt	No vote

2	Re-appoint KPMG Limited as Auditors	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

GENERAL SHOPPING BRASIL SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Approval of the guidelines for the structuring and implementation of the company stock option plan	Mgmt	No vote

II	Election of one alternate member of the finance committee of the company to fill a vacant position	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

GENERAL SHOPPING BRASIL SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To ratify the acquisition by Securis Administradora Incorporadora Ltda., a subsidiary of the company, of the control of the company SB Bonsucesso Administradora De Shoppings S.A., in accordance with the terms of that which is provided for in article 256, line i, of law number 6,404.76	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

GENERAL SHOPPING BRASIL SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting


CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

1	To examine, discuss and vote upon the board of directors annual report, the financial statements and independent auditors report relating to fiscal year ended December 31, 2012	Mgmt	For	For

2	To decide on the allocation of the net profits from the fiscal year ended December 31, 2012	Mgmt	For	For

3	To elect the members of the board of directors	Mgmt	Abstain	Against

4	To set the global remuneration for administrators for the year 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

GLENMARK PHARMACEUTICALS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the Audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss of the Company for the year ended on that date together with the reports of the Directors and Auditors thereon	Mgmt	No vote

2	To declare dividend on Equity Shares	Mgmt	No vote

3	To appoint a Director in place of Mr. Gracias Saldanha who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

4	To appoint a Director in place of Mr. N. B. Desai who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

5	To appoint a Director in place of Mr. Hocine Sidi Said who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	No vote

6	To appoint M/s Walker, Chandiok & Co., Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration	Mgmt	No vote

7	Resolved that Mr. Rajesh V Desai who was appointed as an Additional Director on 9th November, 2011 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	No vote


8	Resolved that Dr. Brian W. Tempest who was appointed as an Additional Director on 30th January, 2012 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	No vote

9	Resolved that Mr. Bernard Munos who was appointed as an Additional Director on 30th January, 2012 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	No vote

10	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the appointment of Mr. Rajesh V Desai as a Director in the whole-time employment of the Company and designated as Executive Director & CFO for a period of 5 years with effect from 9th November, 2011 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mr. Rajesh V Desai in accordance with the provisions of the Companies Act, 1956, and / or any statutory CONTD	Mgmt	No vote

CONT	CONTD modification or re-enactment thereto and / or the guidelines for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mr. Rajesh V Desai, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to CONTD	Non-Voting

CONT	CONTD this resolution	Non-Voting

11	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the re-appointment of Mr. Glenn Saldanha as Chairman & Managing Director of the Company for a period of 5 years with effect from 16th May, 2012 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mr. Glenn Saldanha in accordance with the provisions of the Companies Act, 1956, and / or any statutory modification or re-enactment thereto and/or the guidelines CONTD	Mgmt	No vote

CONT	CONTD for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mr. Glenn Saldanha, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to this resolution	Non-Voting


12	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the re-appointment of Mrs. Cherylann Pinto as a Director in the whole-time employment of the Company and designated as Director-Corporate Affairs for a period of 5 years with effect from 16th May, 2012 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mrs. Cherylann Pinto in accordance with the provisions of the Companies Act, 1956, and / or any statutory CONTD	Mgmt	No vote

CONT	CONTD modification or re-enactment thereto and/or the guidelines for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mrs. Cherylann Pinto, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to CONTD	Non-Voting

CONT	CONTD this resolution	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

GREEN CROSS CORP, YONGIN-GUN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 159095 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	Approval of financial statements	Mgmt	Against	Against

2	Election of director: Kim Yeong Ho	Mgmt	For	For

3	Election of auditor: Han Ji Hun	Mgmt	Against	Against

4	Approval of remuneration for director	Mgmt	For	For

5	Approval of remuneration for auditor	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR AND AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

HIWIN TECHNOLOGIES CORP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 175730 DUE TO RECEIPT OF DIRECTOR AND SUPERVISOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A.1	The 2012 business operations	Non-Voting

A.2	The 2012 audited reports	Non-Voting

B.1	The 2012 business reports and financial statements	Mgmt	For	For

B.2	The 2012 profit distribution. Proposed cash dividend: TWD2.7 per share	Mgmt	For	For

B.3	The issuance of new shares from retained earnings. Proposed stock dividend: 30 for 1,000 SHS held	Mgmt	For	For

B.4	The revision to the articles of incorporation	Mgmt	For	For

B.5	The revision to the procedures of endorsement and guarantee	Mgmt	For	For

B.6	The revision to the procedures of monetary loans	Mgmt	For	For

B.7	The revision to the procedures of asset acquisition or disposal	Mgmt	For	For

B81.1	Election of the director: Zhuo,Yong-Cai ID / Shareholder No:2	Mgmt	For	For

B81.2	Election of the director: Chen,Jin-Cai ID / Shareholder No: 11	Mgmt	For	For

B81.3	Election of the director: Li,Xun-Qin ID / Shareholder No:9	Mgmt	For	For

B81.4	Election of the director: Cai,Hui-Qing ID / Shareholder No:3	Mgmt	For	For


B81.5	Election of the director: Zhuo, Wen-Heng ID / Shareholder No: 24	Mgmt	For	For

B82.1	Election of independent director: Chen, Ze-Yu ID / Shareholder No: NA	Mgmt	For	For

B82.2	Election of independent director: Jiang, Zheng-He ID / Shareholder No: NA	Mgmt	For	For

B83.1	Election of the supervisor: San Xing Investment Co., Ltd /Huang, You-San ID / Shareholder No: 1711	Mgmt	For	For

B83.2	Election of the supervisor: Zhang,Liang-Ji ID / Shareholder No: 149	Mgmt	Against	Against

B.9	The proposal to release non-competition restriction on the directors	Mgmt	Against	Against

B.10	Extraordinary motions	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

HONG LEONG FINANCIAL GROUP BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To approve the payment of Directors’ fees of RM445,410 for the financial year ended 30 June 2012 (2011: RM382,795), to be divided amongst the Directors in such manner as the Directors may determine	Mgmt	No vote

2	To re-elect the following retiring Director: YBhg Datuk Yvonne Chia	Mgmt	No vote

3	To re-elect the following retiring Director: Ms Lim Tau Kien	Mgmt	No vote

4	That YBhg Tan Sri Dato’ Seri Khalid Ahmad bin Sulaiman, a Director who retires in compliance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting	Mgmt	No vote

5	To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and authorise the Directors to fix their remuneration	Mgmt	No vote

6	Authority To Directors To Issue Shares	Mgmt	No vote

7	Proposed Renewal of Shareholders’ Mandate on Recurrent Related Party Transactions of a Revenue or Trading Nature with Hong Leong Company (Malaysia) Berhad (“HLCM”) and Persons Connected with HLCM	Mgmt	No vote

8	Proposed Renewal of Shareholders’ Mandate on Recurrent Related Party Transactions of a Revenue or Trading Nature with Tower Real Estate Investment Trust (“Tower REIT”)	Mgmt	No vote

9	Proposed Establishment of a New Executive Share Option Scheme of up to 10% of the Issued and Paid-up Ordinary Share Capital (Excluding Treasury Shares) of the Company	Mgmt	No vote


10	Proposed Grant of Options to Mr Choong Yee How	Mgmt	No vote

11	Proposed Grant of Options to Mr Quek Kon Sean	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

HYUNDAI MOTOR CO LTD, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statements	Mgmt	For	For

2	Election of director Jeong Ui Seon, Gim Chung Ho, Nam Seong Il, I Yu Jae	Mgmt	Against	Against

3	Election of audit committee member Nam Seong Il	Mgmt	For	For

4	Amendment of articles of incorporation	Mgmt	For	For

5	Approval of remuneration for director	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

IMPALA PLATINUM HOLDINGS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O.1	Adoption of annual financial statements	Mgmt	No vote

O.2	Appointment of external auditors: PricewaterhouseCoopers Inc.	Mgmt	No vote

O.3.1	Appointment of member of Audit Committee: HC Cameron - Chairman	Mgmt	No vote

O.3.2	Appointment of member of Audit Committee: AA Maule	Mgmt	No vote

O.3.3	Appointment of member of Audit Committee: B Ngonyama	Mgmt	No vote

O.4	Endorsement of the Company’s Remuneration Policy	Mgmt	No vote

O.5.1	Re-election of Director: AA Maule	Mgmt	No vote

O.5.2	Re-election of Director: KDK Mokhele	Mgmt	No vote

O.5.3	Re-election of Director: NDB Orleyn	Mgmt	No vote


O.6	Control of unissued share capital	Mgmt	No vote

O.7	Implats Long-term Incentive Plan 2012	Mgmt	No vote

S.1	Acquisition of Company’s shares by the Company or a subsidiary	Mgmt	No vote

S.2	Directors’ remuneration	Mgmt	No vote

S.3	Approval of a new Memorandum of Incorporation	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

IMPALA PLATINUM HOLDINGS LTD, ILLOVO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Authorise specific issue of ordinary shares to the holders of convertible bonds that have exercised their rights to convert their convertible bonds into ordinary shares	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

JSE LIMITED, JOHANNESBURG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Adoption of annual financial statements and report for the year ended 20121231	Mgmt	For	For

2.1	To re-elect A D Botha as an independent non-executive director	Mgmt	For	For

2.2	To re-elect M R Johnston as an independent non-executive director	Mgmt	For	For

2.3	To re-elect D M Lawrence as an independent non-executive director	Mgmt	For	For

2.4	To re-elect N S Nematswerani as an independent non-executive director	Mgmt	For	For

3.1	To elect M A Matooane as an independent non-executive director	Mgmt	For	For

3.2	To elect N P Mnxasana as an independent non-executive director	Mgmt	For	For

4	To-reappoint KPMG Inc as auditors	Mgmt	For	For


5.1	To re-appoint N S Nematswerani as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.2	To re-appoint A D Botha as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.3	To re-appoint M R Johnston as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.4	To re-appoint N G Payne as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.5	To re-appoint N P Mnxasana as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

6	To note of a final gross dividend of ZAR 2.50 per share	Mgmt	For	For

7	To approve the remuneration policy of the JSE	Mgmt	For	For

8	To approve the signing of documents	Mgmt	For	For

9.S.1	General authority to repurchase shares	Mgmt	For	For

10S.2	Approval of new Memorandum of Incorporation of the Company	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

LG ELECTRONICS INC, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2	Approval of partial amendment to articles of incorporation	Mgmt	For	For

3	Election of directors 2 inside directors (Chang Woo Lee, Jong Nam Joo)	Mgmt	For	For

4	Election of audit committee member election of 1 audit committee member as outside director (Chang Woo Lee)	Mgmt	For	For

5	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

LUPIN LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the audited balance sheet as at March 31, 2012, statement of profit and loss for the year ended on that date and reports of directors and auditors	Mgmt	No vote

2	To declare dividend for the year ended March 31, 2012	Mgmt	No vote

3	To appoint a director in place of Dr. Vijay Kelkar, who retires by rotation and is eligible for re-appointment	Mgmt	No vote

4	To appoint a director in place of Mr. Richard Zahn, who retires by rotation and is eligible for re-appointment	Mgmt	No vote

5	To appoint a director in place of Mr. R. A. Shah, who retires by rotation and is eligible for re-appointment	Mgmt	No vote

6	To appoint auditors to hold office from the conclusion of Thirtieth Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration	Mgmt	No vote

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 6.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

LUPIN LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU.	Non-Voting

1	Re-appointment of Dr. Kamal K. Sharma for a period of three years effective September 29, 2012 as Managing Director of the Company or other mutually agreed capacity and approval of remuneration payable to him	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

M. DIAS BRANCO SA INDUSTRIA E COMERCIO DE ALIMENTO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I.A	To vote, in accordance with the terms of article 256 and its respective paragraphs of law number 6404.76, regarding the purchase by the company of the business companies Pelagio Participacoes S.A., a closely held Share Corporation, Incorporated and existing in accordance with Brazilian Law, with its head office at Rua Rufino De Alencar 121, room 2 Altos, Downtown in the municipality of Fortaleza, State of Ceara, zip code 60060.620, with corporate taxpayer Id Number, CNPJ.MF, 11.788.655.0001.92 and with its founding documents filed with the Ceara State Board of trade under business identification number, Nire, 23.300.029.658, which has full control over Pelagio Oliveira S.A., a closely held share corporation, with its head office at Avenida Parque Oeste 2101, Distrito Industrial, Municipality of Maracanau, State of Ceara, CONTD	Mgmt	No vote

CONT	CONTD with corporate taxpayer Id Number, CNPJ.MF, 07.224.090.0001.43 and its founding documents filed with the Ceara State Board of trade under business identification number, Nire, 23300017153	Non-Voting

I.B	JBrandao Comercio E Industria Ltda., a limited company, with its head office at Avenida Parque Oeste 2113, Distrito Industrial, Municipality of Maracanau, State of Ceara, with corporate taxpayer Id number, CNPJ.MF, 06.822.340.0001.84 and its founding documents filed with the Ceara State Board of trade under business identification number, Nire, 23200219684, done on December 23, 2011	Mgmt	No vote

II.A	To discuss and vote regarding the proposal for the merger, into the company, of the company under its full control Pelagio Oliveira S.A. and, in this regard, to discuss and vote regarding the protocol and justification of merger of Pelagio Oliveira S.A. into the company, which was signed on August 15, 2012, by the managers of both the companies, as well as of the acts and measures contemplated in it	Mgmt	No vote

II.B	To appoint the appraisers charged with valuing the equity of Pelagio Oliveira S.A. that is to be merged into the company	Mgmt	No vote

II.C	To discuss and vote regarding the valuation report confirming the equity value of Pelagio Oliveira S.A. prepared by the appraisers who were appointed	Mgmt	No vote

II.D	To approve the merger of Pelagio Oliveira S.A. into the company	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

M. DIAS BRANCO SA INDUSTRIA E COMERCIO DE ALIMENTO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To vote, in accordance with the terms of article 256 and the respective paragraphs of law number 6.404.76, regarding the purchase by the company of the business company Moinho Santa Lucia Ltda., a private law corporate entity, with corporate taxpayer id number, Cnpj, 03.286.775.0001.63, with its head office and venue in the municipality of Aquiraz, State Of Ceara, on Estrada Do Camara, no address number, Bairro Telha, and the founding documents of which are on file with the state of Ceara board of trade under business id registration number, Nire, to 23.200.825.576	Mgmt	No vote

II	To discuss and vote regarding the proposal for the merger, into the company, of that same company, Minho Santa Lucia Ltda., and, in this regard, a. To discuss and vote regarding the protocol and justification of merger of Moinho Santa Lucia Ltda. Into the company, which was signed on December 11, 2012, by the managers of both of the companies, as well as of the acts and measures contemplated in it, b. To appoint the appraisers charged with the evaluation of the equity of the company to be merged into the company, c. To discuss and vote regarding the valuation report confirming the equity value of Moinho Santa Lucia Ltda. Prepared by the appraisers who are appointed, and d. To approve the merger of Moinho Santa Lucia Ltda. Into the company. Bearing in mind the amount of the transaction to be submitted to the general CONTD	Mgmt	No vote

CONT	CONTD meeting, which is the object of item I of this call notice, and in accordance with the provision of paragraph 2 of article 256 of law 6.404.76, the dissenting shareholders at the general meeting will have the right of withdrawal provided for in article 137 of that same law, the shareholders who were the owners of the shares that are the object of the reimbursement on may 25, 2012, will have the right to withdraw, and the reimbursement amounts will be BRL 17.68 per share, based on the last balance sheet, which is dated December 31, 2011	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

M. DIAS BRANCO SA INDUSTRIA E COMERCIO DE ALIMENTO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


I	To approve, upon the board of directors annual report, financial statements, accompanied by independent auditors report related to fiscal year ended on December 31, 2012	Mgmt	For	For

II	Deliberate on the allocation of net profit resulted from 2012 fiscal year, accordance with a proposal from the board of directors at meeting held on March 04, 2012	Mgmt	For	For

III	To elect and instate the members of the board of directors	Mgmt	Abstain	Against

IV	To establish the aggregate annual remuneration of the management of the company	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

MAIL.RU GROUP LTD, ROAD TOWN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 202456 DUE TO ADDITION OF RESOLUTION AND CHANGE IN VOTING STATUS OF RESOLUTION 1. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	To receive the Annual Report for the year ended 31st December 2012	Non-Voting

CMMT	PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.	Non-Voting

2.1	Elect Brett Sinclair Armitage as director	Mgmt	For	For

2.2	Elect Boris Dobrodeev as director	Mgmt	For	For

2.3	Elect Dmitry Grishin as director	Mgmt	Abstain	Against

2.4	Elect Matthew Hammond as director	Mgmt	Abstain	Against

2.5	Elect Charles St Leger Searle as director	Mgmt	Abstain	Against

2.6	Elect Vasileios Sgourdos as director	Mgmt	Abstain	Against

2.7	Elect Mark Remon Sorour as director	Mgmt	Abstain	Against

2.8	Elect Vladimir Streshinskiy as director	Mgmt	Abstain	Against



2.9	Elect Ivan Tavrin as director	Mgmt	Abstain	Against

2.10	Elect Verdi Israelyan as director	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Emerging Markets Series

MALAYSIA AIRPORTS HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Proposed dividend reinvestment plan that provides the shareholders of MAHB (“shareholders”) the option to elect to reinvest their cash dividend in new ordinary shares of RM1.00 each in MAHB (“MAHB shares”) (“proposed DRP”)	Mgmt	No vote

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION 1. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

MALAYSIA AIRPORTS HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Audited Financial Statements for the financial year ended 31 December 2012 together with the Reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare and approve the payment of a final single-tier dividend of 7.63 sen per ordinary share in respect of the financial year ended 31 December 2012 as recommended by the Directors	Mgmt	For	For

3	To approve the payment of Directors’ fees for the financial year ended 31 December 2012	Mgmt	For	For

4	To approve the proposed increase of Directors’ fees with effect from 1 April 2013	Mgmt	Against	Against

5	To re-elect Tan Sri Dato’ Sri Dr. Wan Abdul Aziz bin Wan Abdullah who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	For	For

6	To re-elect Dato’ Syed Faisal Albar bin Syed A.R Albar who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

7	To re-elect Tunku Dato’ Mahmood Fawzy bin Tunku Muhiyiddin who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against



8	To re-elect Datuk Alias bin Haji Ahmad who shall retire in accordance with Article 131 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

9	To re-elect Jeremy bin Nasrulhaq who shall retire in accordance with Article 131 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

10	To re-appoint Messrs. Ernst & Young as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration	Mgmt	Against	Against

11	Authority to Issue and Allot Shares Pursuant to Section 132D of the Companies Act, 1965	Mgmt	For	For

12	Proposed Renewal of the Authority to Allot and Issue New Ordinary Shares of RM 1.00 each in MAHB (“MAHB Shares”), for the purpose of the Company’s Dividend Reinvestment Plan (“DRP”) that provides the Shareholders of MAHB (“Shareholders”) the option to elect to reinvest their cash dividend in MAHB Shares	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

MANDO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2	Election of inside director candidates: Kim Gyeong Su, Kim Ju Sin, election of outside director candidate: Lee Jong Hui	Mgmt	For	For

3	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

MANDO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Election of outside director: Gim Dae Sik	Mgmt	For	For

2	Election of audit committee member: Gim Dae Sik	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NAMES IN RES. NO.1 AND 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

MINDRAY MEDICAL INT’L LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RE-ELECTION OF MR. XU HANG AS A DIRECTOR AND THE CHAIRMAN OF THE BOARD OF THE COMPANY.	Mgmt	For	For

2.	RE-ELECTION OF MR. RONALD EDE AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

3.	RE-ELECTION OF MR. CHEN QINGTAI AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

MTN GROUP LTD, FAIRLANDS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1O1.1	Re-election of AT Mikati as a director	Mgmt	For	For

2O1.2	Re-election of RS Dabengwa as a director	Mgmt	For	For

3O1.3	Re-election of NI Patel as a director	Mgmt	For	For

4O1.4	Re-election of AF van Biljon as a director	Mgmt	For	For

5O1.5	Re-election of JHN Strydom as a director	Mgmt	For	For

6O1.6	Election of F Titi as a director	Mgmt	For	For

7O2.1	To elect AF van Biljon as a member of the audit committee	Mgmt	For	For

8O2.2	To elect NP Mageza as a member of the audit committee	Mgmt	For	For

9O2.3	To elect J van Rooyen as a member of the audit committee	Mgmt	For	For

10O24	To elect MJN Njeke as a member of the audit committee	Mgmt	For	For

11O.3	Re-appoint PricewaterhouseCoopers Inc and SizweNtsalubaGobodo Inc as Joint Auditors of the Company	Mgmt	For	For

12O.4	General authority for directors to allot and issue ordinary shares	Mgmt	For	For

13	Endorsement of the remuneration philosophy	Mgmt	For	For



14S.1	To approve the remuneration increase payable to non executive directors	Mgmt	Abstain	Against

15S.2	To adopt the new memorandum of incorporation of the Company	Mgmt	For	For

16S.3	To approve an authority for the Company and or any of its subsidiaries to repurchase or purchase as the case may be shares in the Company	Mgmt	For	For

17S.4	To approve the granting of financial assistance by the Company to its subsidiaries and other related and inter related companies and corporations and to directors prescribed officers and other persons participating in share or other employee incentive schemes	Mgmt	Abstain	Against

18S.5	To approve the granting of financial assistance in relation to MTN Zakhele RF Limited transaction	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

NATURA COSMETICOS SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To change the address of the head office of the Company to the city of Sao Paulo, state of Sao Paulo, with the consequent amendment of article 2 of the corporate bylaws	Mgmt	For	For

2	To improve the corporate purpose of the Company so that it includes conducting the sale, export and import of electrical apparatuses for personal use, articles for babies and children and articles for the bed, table and bathroom, with the consequent amendment of article 3 of the corporate bylaws	Mgmt	For	For

3	To amend the wording of articles 15, 18 and 19 to exclude the positions of co chairpersons of the Board of Directors	Mgmt	For	For

4	To amend articles 34, 35 and 49 to improve the wording of the corporate bylaws of the Company	Mgmt	For	For

5	To proceed with the restatement of the corporate bylaws of the Company	Mgmt	For	For

6	To ratify, in accordance with the terms of paragraph 1 of article 256 of Law 6404.76, the acquisition, by the Company, of 65 percent of the share capital of the Australian company Emis Holdings Pty Ltd, as disclosed by the Company in notices of material fact dated December 21, 2012, and February 28, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

NATURA COSMETICOS SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To examine, discuss and approve the financial statements relating to the fiscal year that ended on December 31, 2012	Mgmt	For	For

2	To consider the proposal for the capital budget for the year 2013, the allocation of the net profit from the fiscal year ending on December 31, 2012, and to ratify the early distributions of dividends and interim interest on net equity	Mgmt	For	For

3	To elect the company’s board of directors	Mgmt	For	For

4	To establish the aggregate remuneration of the managers of the company to be paid until the annual general meeting that votes on the financial statements from the fiscal year that will end on December 31, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

NHN CORP, SONGNAM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2.1	Election of outside director: Soo Wook Kim	Mgmt	For	For

2.2	Election of outside director: Moon Ja Lee	Mgmt	For	For


2.3	Election of outside director: Eui Jong Jung	Mgmt	For	For

2.4	Election of outside director: Jun Pyo Hong	Mgmt	For	For

3.1	Election of audit committee member: Soo Wook Kim	Mgmt	For	For

3.2	Election of audit committee member: Eui Jong Jung	Mgmt	For	For

3.3	Election of audit committee member: Jun Pyo Hong	Mgmt	For	For

4	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

NHN CORP, SONGNAM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of spin off	Mgmt	For	For

2	Approval of partial Amendment to articles of incorporation	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

OSK HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Proposed disposal by OSKH to RHB Capital Berhad (“RHBC”) of the following entities:-(i) 100% equity interest in OSK Investment Bank Berhad; (ii) 20% equity interest in OSK Trustees Berhad; (iii) 20% equity interest in Malaysian Trustees Berhad; and (iv) 100% equity interest in OSK Investment Bank (Labuan) Limited, for a total disposal consideration of RM1,977.5 million to be satisfied through the issuance of 245.0 million new ordinary shares of RM1.00 each in RHBC (“RHBC share(s)”), at an effective issue price of RM7.22 per RHBC share and cash of RM208.5 million (“proposed disposal”), subject to adjustment (if applicable) pursuant to the terms of the conditional share purchase agreement dated 28 May 2012 entered into between OSKH and RHBC in relation to the proposed disposal (“CSPA”)	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

OSK HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To sanction the declaration of a final dividend of 2.5 SEN per share less income tax of 25% in respect of the financial year ended 31 December 2012	Mgmt	For	For

2	To approve the payment of Directors’ fees of RM187,500 for the financial year ended 31 December 2012	Mgmt	For	For



3	To re-elect the following Director who retires by rotation in accordance with Article 102(1) of the Company’s Articles of Association and being eligible, offer himself for re-election: Tan Sri Ong Leong Huat @ Wong Joo Hwa	Mgmt	Against	Against

4	To re-elect the following Director who retires by rotation in accordance with Article 102(1) of the Company’s Articles of Association and being eligible, offer himself for re-election: Dato’ Abdul Majit Bin Ahmad Khan	Mgmt	For	For

5	To re-appoint Dato’ Nik Mohamed Din Bin Datuk Nik Yusoff who retires pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting of the Company	Mgmt	For	For

6	To appoint Messrs. PricewaterhouseCoopers as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration	Mgmt	For	For

7	Authority to issue shares	Mgmt	For	For

8	Proposed renewal of existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature (‘‘Proposed Renewal of Shareholders’ Mandate’’)	Mgmt	For	For

9	Proposed renewal of authority for the Company to purchase its own shares (‘‘Proposed Renewal of Share Buy-Back Authority’’)	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

PACIFIC RUBIALES ENERGY CORP.


Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO SET THE NUMBER OF DIRECTORS AT TWELVE (12)		Mgmt	For	For

02	DIRECTOR

	1	JOSÉ FRANCISCO ARATA	Mgmt	For	For

	2	MIGUEL DE LA CAMPA	Mgmt	For	For

	3	GERMAN EFROMOVICH	Mgmt	Withheld	Against

	4	SERAFINO IACONO	Mgmt	For	For

	5	AUGUSTO LOPEZ	Mgmt	For	For

	6	HERNAN MARTINEZ	Mgmt	Withheld	Against

	7	DENNIS MILLS	Mgmt	For	For

	8	RONALD PANTIN	Mgmt	For	For

	9	VICTOR RIVERA	Mgmt	For	For

	10	MIGUEL RODRIGUEZ	Mgmt	For	For

	11	FRANCISCO SOLÉ	Mgmt	For	For

	12	NEIL WOODYER	Mgmt	For	For



03	APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Mgmt	For	For

04	TO RATIFY, CONFIRM, AUTHORIZE AND APPROVE THE ADVANCE NOTICE POLICY, AS DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR DATED APRIL 25, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

PETROLEO BRASILEIRO S.A. - PETROBRAS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O4A	ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

O6A	ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

PRESIDENT CHAIN STORE CORP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A.1	The 2012 business operations	Non-Voting

A.2	The 2012 audited reports	Non-Voting

A.3	The status of investment in People’s Republic of China	Non-Voting

A.4	The 2012 status of assets impairment	Non-Voting

A.5	The adoption of IFRS for the adjustment of profit distribution and special reserve	Non-Voting

B.1	The 2012 financial statements	Mgmt	For	For

B.2	The 2012 profit distribution. Proposed cash dividend: TWD4.85 per share	Mgmt	For	For



B.3	The revision to the articles of incorporation	Mgmt	For	For

B.4	The revision to the procedures of monetary loans	Mgmt	For	For

B.5	The revision to the rules of shareholder meeting	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

QUALICORP SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To examine, discuss and vote upon the board of directors annual report, accounts of the directors and the financial statements relating to the fiscal year that ended on December 31, 2012	Mgmt	For	For

II	To elect members of the board of directors	Mgmt	Against	Against

III	To approve remuneration of the board of directors for the 2013	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

QUALICORP SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	Change of the maximum number of members of the executive committee from 4 to 5 members, with the creation of the position of chief operating officer, and the consequent amendment of article 18 and the inclusion of an item v in paragraph 1 of article 20 of the corporate bylaws	Mgmt	For	For



II	Amendment of the arbitration clause in the corporate bylaws, in such a way as to adapt it to the Bm and Fbovespa Novo Mercado Regulations, with the consequent amendment of article 37 of the corporate bylaws	Mgmt	For	For

III	Change of the maximum number of members of the board of directors from 12 to 9 members, with the consequent amendment of article 14 of the corporate bylaws	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

RAIA DROGASIL SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

I	The approval of the protocol and justification of merger of Raia S.A., a share Corporation, with its head office in the city of Sao Paulo, state of Sao Paulo, at Praca Panamericana, number 57, Alto de Pinheiros, ZIP code 05461.000, with corporate taxpayer ID number, CNPJ.MF, 60.605.664.0001.06, with its founding documents on file with the Sao Paulo State Board of Trade under company ID number NIRE, 35.300.346.319, from here onwards Raia, into the Company, its controlling shareholder and sole shareholder, entered into between the officers of Raia and the Company, from here onwards the Protocol	Mgmt	No vote

II	The ratification of the appointment and hiring of Ernst and Young Terco Auditores Independentes S.S., a company with its head office in the city of Sao Paulo, state of Sao Paulo, at Avenida Juscelino Kubitscheck, number 1830, fifth and sixth floors, Itaim Bibi, ZIP code 04543.900, with corporate taxpayer ID number, CNPJ.MF, 61.366.936.0001.25, registered with the Regional Council of Accountants of the State of Sao Paulo under number 2SP015.199.O.6 and with the Brazilian Securities Commission under number 4715, as the specialized company, from here onwards the Specialized Company, responsible for the valuation of the book equity of Raia and the preparation of its respective valuation report, from here onwards the Valuation Report	Mgmt	No vote

III	The approval of the Valuation Report	Mgmt	No vote

IV	The approval of the proposal for the merger of Raia into the Company, its controlling shareholder and sole shareholder, with the consequent extinction of Raia and transfer of its equity to the Company, from here onwards the Merger	Mgmt	No vote

V	The ratification of all the acts done to this time by the managers of the Company for the purpose of implementing the Merger	Mgmt	No vote


VI	The authorization for the managers of the Company to take all of the measures that are necessary to formalized the Merger, including before the government agencies with jurisdiction	Mgmt	No vote

VII	The proposal for the election of a new full member and new alternate member to fill the vacant positions on the board of directors of the Company	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

RAIA DROGASIL SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

A	Giving an accounting by the managers, examination, discussion and voting on the financial statements for the fiscal year that ended on December 31, 2012, accompanied by the report from the management, opinion of the independent auditors, published in the edition of the Diario Oficial do Estado de Sao Paulo and Valor Economico of March 28, 2013, and opinion of the fiscal council	Mgmt	For	For

B	To vote regarding the allocation of the net profit from the fiscal year, and to vote on approval of the allocation of interest on shareholder equity resolved on at the extraordinary meetings of the board of directors of March 21, 2012, in the amount of BRL 7,000,000, of June 21, 2012, in the amount of BRL 18,500,000 and September 21, 2012, in the amount of BRL 14,500,000, which will be imputed to the mandatory dividend, indicating the date of payment to the shareholders	Mgmt	For	For

C	To elect the members of the board of directors and its respective substitutes	Mgmt	For	For

D	To set the global remuneration of the company directors	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

RAIA DROGASIL SA, SAO PAULO



Security:	P7987N104	Agenda Number:	704367122

Ticker:		Meeting Type:	EGM

ISIN:	BRRADLACNOR0	Meeting Date:	4/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	The amendment of the main part of article 10, amendment of paragraphs 4 and 6, the exclusion of paragraph 9 and renumbering of the subsequent paragraph of article 11 of the corporate bylaws, for I. The inclusion of the activities of the position of chief sales and marketing officer into the position of chief commercial officer, and II. The creation of an additional position of chief operations and retail officer	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

SAMSUNG ELECTRONICS CO LTD, SUWON



Security:	Y74718100	Agenda Number:	704272690

Ticker:		Meeting Type:	AGM

ISIN:	KR7005930003	Meeting Date:	3/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2.1.1	Re-election of independent director: In-Ho Lee	Mgmt	For	For

2.1.2	Election of independent director: Kwang-Soo Song	Mgmt	Against	Against

2.1.3	Election of independent director: Eun-Mee Kim	Mgmt	For	For

2.2.1	Election of executive director: Boo-Keun Yoon	Mgmt	For	For

2.2.2	Election of executive director: Jong-Kyun Shin	Mgmt	For	For

2.2.3	Election of executive director: Sang-Hoon Lee	Mgmt	For	For

2.3.1	Re-election of audit committee member: In-Ho Lee	Mgmt	For	For

2.3.2	Election of audit committee member: Kwang-Soo Song	Mgmt	Against	Against

3	Approval of limit of remuneration for directors	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN RESOLUTIONS 2.1.1 AND 2.3.1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415459.pdf, http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415421.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415405.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To consider and approve the audited consolidated financial statements of the Group (including the Company and its subsidiaries) for the year ended 31 December 2012	Mgmt	For	For

2	To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2012	Mgmt	For	For

3	To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2012	Mgmt	For	For

4	To declare a final dividend of RMB0.033 per share of RMB0.1 each in the Company for the year ended 31 December 2012	Mgmt	For	For

5	To consider and approve the proposal for the re-appointment of Deloitte Touche Tohmatsu as the auditor of the Company for the year ending 31 December 2013, and to authorise the Board to determine his remuneration	Mgmt	For	For

6	To consider and authorise the Board to approve the remuneration of the directors, supervisors and senior management of the Company for the year ending 31 December 2013	Mgmt	For	For

7	To consider and approve the general mandate to be granted to the Board to issue new shares	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 30 MAY TO 30 APRIL 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

SINOTRANS SHIPPING LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED THE SAME AS A “TAKE NO ACTION” VOTE.	Non-Voting


CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0327/LTN20130327948.pdf http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0327/LTN20130327932.pdf	Non-Voting

1	To receive and consider the audited Financial Statements, the Report of the Directors and the Independent Auditor’s Report for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend of HKD 0.01 per share for the year ended 31 December 2012	Mgmt	For	For

3	To authorise the Board to fix the Directors’ remuneration	Mgmt	For	For

4	To re-appoint Messrs. PricewaterhouseCoopers as Auditor and to authorise the Board to fix their remuneration	Mgmt	For	For

5.1	To approve a general mandate to be given to Directors to repurchase shares) as more fully described in the notice of the Annual General Meeting	Mgmt	For	For

5.2	To approve a general mandate to be given to Directors to issue shares) as more fully described in the notice of the Annual General Meeting	Mgmt	Against	Against

5.3	To approve an extension of general mandate to be given to Directors to issue shares) as more fully described in the notice of the Annual General Meeting	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 17 MAY 2013 TO 16 MAY 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

SK TELECOM CO LTD, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2	Approval of partial amendment to articles of incorporation	Mgmt	For	For

3.1	Election of inside director (Candidate: Dae Sik Cho)	Mgmt	For	For

3.2	Election of outside director (Candidate: Dae Sik Oh)	Mgmt	Against	Against

4	Election of audit committee member (Candidate: Dae Sik Oh)	Mgmt	Against	Against

5	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

SPT ENERGY GROUP INC, GRAND CAYMAN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0422/LTN20130422363.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0422/LTN20130422345.pdf	Non-Voting

1	To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend for the year ended 31 December 2012	Mgmt	For	For

3.a.i	To re-elect the following person as director of the Company: Ms. Chen Chunhua as non-executive director	Mgmt	Against	Against

3.aii	To re-elect the following person as director of the Company: Mr. Wu Kwok Keung Andrew as independent non-executive director	Mgmt	For	For

3aiii	To re-elect the following person as director of the Company: Mr. Wan Kah Ming as independent non-executive director	Mgmt	For	For

3.aiv	To re-elect the following person as director of the Company: Mr. Lin Yang as non-executive director	Mgmt	For	For

3.a.v	To re-elect the following person as director of the Company: Mr. Jin Shumao as executive director	Mgmt	For	For

3.avi	To re-elect the following person as director of the Company: Ms. Zhang Yujuan as independent non-executive director	Mgmt	For	For

3.b	To authorise the board of directors of the Company to fix the remuneration of the directors	Mgmt	For	For

4	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of the Company to fix their remuneration	Mgmt	For	For

5.A	To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company	Mgmt	Against	Against

5.B	To give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the Company	Mgmt	For	For

5.C	Conditional upon passing of ordinary resolutions number 5(A) and 5(B), to extend the authority given to the directors pursuant to ordinary resolution no. 5(A) to issue shares by adding to the aggregate nominal amount of the issued share capital of the Company which may be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of shares repurchased under ordinary resolution No. 5(B)	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

STRIDES ARCOLAB LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 202347 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	To consider and adopt the Profit and Loss account for the year ended December 31, 2012, the Balance Sheet as at that date and the Reports of the Auditors and Directors thereon	Mgmt	For	For

2	To declare dividend on equity shares	Mgmt	Abstain	Against

3	To elect a Director in place of Mr. Deepak Vaidya, who retires by rotation and being eligible, offers himself for re-election	Mgmt	Against	Against

4	To elect a Director in place of Mr. M R Umarji, who retires by rotation and being eligible, offers himself for re-election	Mgmt	Against	Against

5	To appoint Deloitte Haskins & Sells, Chartered Accountants, Bangalore as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company and to authorise the Board of Directors/ Audit Committee to fix their remuneration	Mgmt	For	For

6	Resolved that pursuant to Section 314 (1B) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the Central Government and such other approvals as may be necessary, consent of the Company be and is hereby accorded to Mr. Mohana Kumar Pillai, who is a relative of Mr. Arun Kumar, Managing Director of the Company, to hold an office or place of profit under the Company as CEO-Pharma or with such designation as the Board of Directors of the Company may, from time to time decide, for a period of 5 (five) years with effect from May 02, 2013 on the following terms and conditions: a) Annual salary of upto INR 1.50 Crores (cost to company (CTC)) including all allowances, perquisites and benefits. b) Bonus/ Performance evaluation payment of upto 50% of CTC every year as may be recommended/ approved by the Remuneration Committee/ Board of Directors. c) Shall be eligible for annual increment in CTC every year not exceeding 30% of the immediately previous drawn CTC as may be recommended/ approved by the Remuneration Committee / Board of Directors. d) Shall be eligible for Long Term Incentive, as per the policy of the Company, not exceeding INR 5 Crores over a period of 4 years. e) Encashment of un-availed leave as per the rules of the Company. f) Employee Stock Options as per the ESOP Scheme of the Company as recommended / approved by the Remuneration Committee / Board of Directors from time to time. Resolved further that the Board of Directors of the Company is authorised to promote him to higher cadres and/or to sanction him increments within the said cadre or higher cadre as and when the Board of Directors deem fit, subject, however, to the rules and regulations of the Company, inforce, from time to time, including with the approval of the Central Government, as may be required, pursuant to the provisions of Section 314(1B) and other applicable provisions of the Companies Act, 1956 and related amendments. Resolved further that the Board of Directors of the Company be and is hereby authorised to take, perform and execute such further steps, acts, deeds and matters, as may be necessary, proper or expedient to give effect to this resolution. Resolved further that the Board of Directors of the Company be and is here by authorised to agree to such modification and/ or variation as may be suggested by the Central Government while granting its approval	Mgmt	For	For

7	Resolved that Mr. S Sridhar, who was appointed as an Additional Director by the Board of Directors of the Company on July 27, 2012 pursuant to Article 113 of the Article of Association of the Company and who holds office upto the date of ensuing Annual General Meeting of the Company under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his Candidature for the office of Directors, be and is hereby appointed as a Director of the Company, liable to retire by rotation	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

TECO ELECTRIC & MACHINERY CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A1	The 2012 business operations	Non-Voting

A2	The 2012 audited reports	Non-Voting

A3	The status of endorsement and guarantee	Non-Voting

A4	The status of the local unsecured convertible corporate bonds	Non-Voting

A5	The rules of the board meeting	Non-Voting

A6	The TRLES of corporate governance practices	Non-Voting

B1	The 2012 business reports, financial statements and profit distribution. Proposed cash dividend: TWD1 per share	Mgmt	For	For

B2	The revision to the procedures of monetary loans	Mgmt	For	For

B3	The revision to the procedures of endorsement and guarantee	Mgmt	For	For

B4	The revision to the procedures of asset acquisition or disposal	Mgmt	For	For

B5	The election of the independent director: Ching-Hsiung Wu	Mgmt	For	For

B6	The proposal to release non-competition restriction on the directors	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Emerging Markets Series

TENCENT HOLDINGS LTD, GEORGE TOWN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281202.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281196.pdf	Non-Voting

1	To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend	Mgmt	For	For

3.i.a	To re-elect Mr Zhang Zhidong as director	Mgmt	For	For

3.i.b	To re-elect Mr Ian Charles Stone as director	Mgmt	For	For

3.i.c	To re-elect Mr Jacobus Petrus Bekker as director	Mgmt	For	For

3.ii	To authorise the Board of Directors to fix the Directors’ remuneration	Mgmt	For	For

4	To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to issue new shares (Ordinary Resolution 5 as set out in the notice of the AGM)	Mgmt	Against	Against

6	To grant a general mandate to the Directors to repurchase shares (Ordinary Resolution 6 as set out in the notice of the AGM)	Mgmt	For	For

7	To extend the general mandate to issue new shares by adding the number of shares repurchased (Ordinary Resolution 7 as set out in the notice of the AGM)	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

TRINA SOLAR LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RE-ELECTION OF MR. JEROME CORCORAN AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

2.	RE-ELECTION OF MR. CHOW WAI KWAN HENRY AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For


3.		APPOINTMENT OF KPMG AS AN AUDITOR OF THE COMPANY TO AUDIT THE ACCOUNTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012 AND THAT THE BOARD OF DIRECTORS OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY SHALL FIX THE FEE FOR KPMG.		Mgmt		For		For

Manning & Napier Fund, Inc. Emerging Markets Series

TURK TRAKTOR VE ZIRAAT MAKINELERI A.S.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU.	Non-Voting

1	Opening and election of chairmanship	Mgmt	For	For

2	Reading, deliberation and approval of the board of directors operations report for 2012	Mgmt	For	For

3	Reading of the independent auditors report for 2012	Mgmt	For	For

4	Reading, deliberation and approval of the balance sheet and income statements for the year 2012	Mgmt	For	For

5	Approval of changes made to board of directors membership based on the 363th article of Turkish commercial code	Mgmt	For	For

6	Absolving the members of the board of directors for the company’s activities in 2012	Mgmt	For	For

7	Absolving the members of the auditors for the company s activities in 2012	Mgmt	For	For

8	Presentation of information to the shareholders about the profit distribution policy of the company for the year 2012 and following years	Mgmt	For	For

9	Submitting approval of general assembly for the profit distribution proposal of the board of directors for the year 2012	Mgmt	For	For

10	Approval or rejection of amendment of articles 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and cancellation of articles 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43 from the main agreement based on the approvals received from capital markets board and T.R ministry of customs and trade	Mgmt	For	For

11	Election of the board of directors and determining their term of office and decision on independent board of directors members	Mgmt	For	For

12	Informing shareholders about salary policy for board of directors and senior executives regarding corporate governance principles and approval	Mgmt	For	For


13	Decision on monthly gross salaries of board of directors, independent board of directors and auditor	Mgmt	For	For

14	Approval for the independent auditing company elected by board of directors with the proposal from auditing committee regarding capital markets of boards regulation related with independent auditing	Mgmt	For	For

15	Approval, renewal or rejection of general meeting internal policy as advised by board of directors	Mgmt	For	For

16	Presentation of information to the shareholders about transactions made with the concerned parties during the year 2012	Mgmt	For	For

17	Presentation of information to the shareholders about the information policy of the company	Mgmt	For	For

18	Presentation of information to the shareholders about donations and contribution made to the charitable foundations during the year 2012 and determining the maximum limit for the donations to be made in 2013	Mgmt	For	For

19	Presentation of information to the shareholders about the revenue, pledges, mortgage given to the third parties	Mgmt	For	For

20	Authorizing the board members according to the articles 395th and 396th of the Turkish commercial code and informing shareholders about the related actions in 2012	Mgmt	For	For

21	Authorization of the presidential board to sign the minutes of the general assembly meeting	Mgmt	For	For

22	Wishes and opinions	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

WUXI PHARMATECH (CAYMAN) INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	XUESONG (JEFF) LENG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	For	For

02	ZHAOHUI ZHANG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

03	NING ZHAO BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

YANDEX NV


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF 2012 ANNUAL STATUTORY ACCOUNTS OF THE COMPANY.	Mgmt	For	For


2.	ADDITION OF 2012 PROFITS OF THE COMPANY TO RETAINED EARNINGS.	Mgmt	For	For

3.	GRANTING DISCHARGE TO THE DIRECTORS FOR THEIR MANAGEMENT DURING THE PAST FINANCIAL YEAR.	Mgmt	For	For

4.	PROPOSAL TO APPOINT ROGIER RIJUJA AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY 21, 2013.	Mgmt	For	For

5.	PROPOSAL TO RE-APPOINT ILYA SEGALOVICH AS AN EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY 21, 2013.	Mgmt	For	For

6.	PROPOSAL TO RE-APPOINT CHARLES RYAN AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY 21, 2013.	Mgmt	For	For

7.	PROPOSAL TO RE-APPOINT ALEXANDER VOLOSHIN AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY 21, 2013.	Mgmt	For	For

8.	AUTHORIZATION TO CANCEL THE COMPANY’S OUTSTANDING CLASS C SHARES.	Mgmt	For	For

9.	AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION TO CONFORM THEM TO RECENT CHANGES IN DUTCH LAW.	Mgmt	Abstain	Against

10.	APPOINTMENT OF THE EXTERNAL AUDITOR OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY ACCOUNTS.	Mgmt	For	For

11.	AUTHORIZATION TO ISSUE ORDINARY SHARES AND PREFERENCES SHARES.	Mgmt	Against	Against

12.	AUTHORIZATION TO EXCLUDE PRE-EMPTIVE RIGHTS.	Mgmt	Against	Against

13.	AUTHORIZATION OF THE BOARD TO ACQUIRE SHARES IN THE COMPANY.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

YINGDE GASES GROUP CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR AGAINST FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0521/LTN20130521217.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0521/LTN20130521198.pdf	Non-Voting

1	To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2012	Mgmt	For	For


2	To declare a final dividend for the year ended 31 December 2012	Mgmt	For	For

3a.i	To re-elect the following person as director of the Company: Mr. Zhongguo Sun	Mgmt	For	For

3a.ii	To re-elect the following person as director of the Company: Mr. Xu Zhao	Mgmt	For	For

3b	To authorise the board of directors to fix the remuneration of the directors of the Company	Mgmt	For	For

4	To re-appoint KPMG as auditors of the Company and authorise the board of directors of the Company to fix their remuneration	Mgmt	For	For

5a	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 10% of the issued share capital of the Company	Mgmt	Against	Against

5b	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company	Mgmt	For	For

5c	To extend the authority given to the directors of the Company pursuant to ordinary resolution no. 5(A) to issue shares by adding to the issued share capital of the Company the number of shares repurchased under ordinary resolution no.5(B)	Mgmt	Against	Against

Manning & Napier Fund, Inc. Emerging Markets Series

YINGLI GREEN ENERGY HOLD. CO. LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	ADOPTION OF AUDITED FINANCIAL STATEMENTS.	Mgmt	For	For

2.1	ELECTION OF DIRECTOR: XIANGDONG WANG	Mgmt	For	For

2.2	ELECTION OF DIRECTOR: ZHENG XUE	Mgmt	For	For

3	RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT AUDITORS.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

YOUKU.COM INC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1	THAT THE ISSUANCE OF YOUKU CLASS A SHARES, INCLUDING YOUKU CLASS A SHARES UNDERLYING THE ADSS (“SHARE ISSUANCE”) THAT CONSTITUTE CONSIDERATION FOR MERGER (“MERGER”) PURSUANT TO AGREEMENT AND PLAN OF MERGER (“MERGER AGREEMENT”) DATED MARCH 11, 2012, BY AND AMONG YOUKU, TUDOU HOLDINGS LIMITED (“TUDOU”) AND TWO MERGER SUB INC. (“MERGER SUB”), BE AND HEREBY IS AUTHORIZED AND APPROVED	Mgmt	For	For


S2	THAT A NEW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YOUKU BE AND IS APPROVED AND ADOPTED TO CHANGE YOUKU’S LEGAL NAME (“NAME CHANGE”) FROM “YOUKU INC.” TO “YOUKU TUDOU INC.”	Mgmt	For	For

S3	THAT, A NEW AMENDED AND RESTATED ARTICLES OF ASSOCIATION (“NEW ARTICLES”) BE AND HEREBY IS APPROVED AND ADOPTED.	Mgmt	Against	Against

S4	THAT IT BE AND HEREBY IS AUTHORIZED AND APPROVED THAT THE LEAD SENTENCE IN THE SECOND PARAGRAPH IN ARTICLE 6(C) OF THE CURRENT ARTICLES BE REPLACED IN ITS ENTIRETY WITH THE SENTENCE IN THE SAME NUMBERED ARTICLE OF THE NEW ARTICLES	Mgmt	Against	Against

O5	THAT, IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE MEETING AND CLASS MEETINGS, THE CHAIRMAN OF THE MEETING AND CLASS MEETINGS (AS APPLICABLE) BE INSTRUCTED TO ADJOURN THE MEETING AND CLASS MEETINGS (AS APPLICABLE), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Financial Services Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Financial Services Series

ADMIRAL GROUP PLC, CARDIFF


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the reports of the Directors and Audited accounts	Mgmt	For	For

2	To approve the Directors’ Remuneration report	Mgmt	For	For

3	To declare the final dividend	Mgmt	For	For

4	To re-elect Alastair Lyons (Non-Executive Director) as a Director and Chairman of the Company	Mgmt	For	For

5	To re-elect Henry Engelhardt (Executive Director) as a Director of the Company	Mgmt	For	For

6	To re-elect David Stevens (Executive Director) as a Director of the Company	Mgmt	For	For

7	To re-elect Kevin Chidwick (Executive Director) as a Director of the Company	Mgmt	For	For

8	To re-elect Martin Jackson (Non-Executive Director) as a Director of the Company	Mgmt	For	For

9	To re-elect Margaret Johnson (Non-Executive Director) as a Director of the Company	Mgmt	For	For

10	To re-elect Lucy Kellaway (Non-Executive Director) as a Director of the Company	Mgmt	For	For

11	To re-elect John Sussens (Non-Executive Director) as a Director of the Company	Mgmt	Against	Against

12	To re-elect Manfred Aldag (Non-Executive Director) as a Director of the Company	Mgmt	For	For

13	To re-elect Colin Holmes (Non-Executive Director) as a Director of the Company	Mgmt	For	For


14	To re-elect Roger Abravanel (Non-Executive Director) as a Director of the Company	Mgmt	For	For

15	To re-elect Annette Court (Non-Executive Director) as a Director of the Company	Mgmt	For	For

16	To re-appoint KPMG Audit plc as Auditors of the Company	Mgmt	For	For

17	To authorise the Directors to determine the remuneration of KPMG Audit plc	Mgmt	For	For

18	To authorise the Directors to allot relevant securities	Mgmt	For	For

19	To dis-apply statutory pre-emption rights	Mgmt	For	For

20	To authorise the company to make market purchases	Mgmt	For	For

21	To authorise the Directors to convene a General Meeting on not less than 14 days clear notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. Financial Services Series

AMERICAN EXPRESS COMPANY



Security:	025816109	Agenda Number:	933746402

Ticker:	AXP	Meeting Type:	Annual

ISIN:	US0258161092	Meeting Date:	4/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 C. BARSHEFSKY	Mgmt	Withheld	Against

	2 U.M. BURNS	Mgmt	For	For

	3 K.I. CHENAULT	Mgmt	For	For

	4 P. CHERNIN	Mgmt	For	For

	5 A. LAUVERGEON	Mgmt	For	For

	6 T.J. LEONSIS	Mgmt	For	For

	7 R.C. LEVIN	Mgmt	For	For

	8 R.A. MCGINN	Mgmt	For	For

	9 S.J. PALMISANO	Mgmt	For	For

	10 S.S REINEMUND	Mgmt	For	For

	11 D.L. VASELLA	Mgmt	For	For


	12 R.D. WALTER	Mgmt	For	For

	13 R.A. WILLIAMS	Mgmt	For	For

2.	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	Against	Against

4.	SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF CHAIRMAN AND CEO ROLES.	Shr	For	Against

Manning & Napier Fund, Inc. Financial Services Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of Itax Consultoria E Corretora De Seguros De Vida Ltda	Mgmt	Abstain	Against

II	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of SBX Corretora De Seguros De Vida Ltda	Mgmt	Abstain	Against

III	The merger, by the Company, of Pada Holding Ltda., which is the owner of 60 percent of the corporate capital of the companies Itax Consultoria E Corretora De Seguros De Vida Ltda. and SBX Corretora De Seguros De Vida Ltda., with the consequent issuance by the Company of 159,628 new common shares and of 12 warrants	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Financial Services Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	The acquisition, by the Company, of an equity interest equivalent to 49.99 percent of the capital of Indico Consultoria De Beneficios E Corretagem De Seguros Ltda	Mgmt	Abstain	Against

II	The acquisition, by the Company, of an equity interest equivalent to 49.98 percent of the capital of Viva Bem Gestao De Saude Ltda	Mgmt	Abstain	Against

III	The merger, into the Company, of Larah Participacoes E Empreendimentos Ltda., which is the owner of 50 percent of the capital of the companies Indico Consultoria De Beneficios E Corretagem De Seguros Ltda. and Viva Bem Gestao De Saude Ltda., with the consequent issuance by the Company of 580,889 new, common shares and of 16 warrants	Mgmt	Abstain	Against

IV	The reratification of item 4 of the resolutions of the minutes of the extraordinary general meeting of the company held on June 5, 2012, bearing in mind that there was a difference between the dates of the right of withdrawal stated in the notice of material fact and the date stated in the mentioned minutes of the Company	Mgmt	For	For

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF VOTING OPTION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Financial Services Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


I	The acquisition, by the company, of an equity interest corresponding to 39.96 percent of the equity capital of Carraro Corretora De Seguros Ltda	Mgmt	For	For

II	The acquisition, by the company, of SMM holding E Empreendimentos Ltda., which is the owner of 60 percent of the equity capital of Carraro Corretora De Seguros Ltda., with the consequent issuance by the company of 233,056 new, common shares and of 12 warrants	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

CATHAY GENERAL BANCORP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KELLY L. CHAN	Mgmt	For	For

	2 DUNSON K. CHENG	Mgmt	For	For

	3 THOMAS C.T. CHIU	Mgmt	Withheld	Against

	4 JOSEPH C.H. POON	Mgmt	For	For

2.	TO REAPPROVE THE MATERIAL TERMS FOR THE AWARD OF PERFORMANCE-BASED COMPENSATION UNDER OUR 2005 INCENTIVE PLAN.	Mgmt	For	For

3.	TO VOTE ON AN ADVISORY (NON- BINDING) PROPOSAL TO APPROVE OUR EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

CIELO, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting


CMMT		PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.		Non-Voting



CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To receive the administrators accounts, to examine, discuss and vote on the administrations report, the financial statements and the accounting statements accompanied by the independent auditors report, the fiscal council report and auditors committee report regarding the fiscal year ended on December 31, 2012	Mgmt	For	For

II	Deliberate on the allocation of net profit resulted from fiscal year regarding the ratification of the amount of income distributed and approval of the proposal for the capital budget	Mgmt	For	For

III	To elect the members of the fiscal council and to vote regarding the proposal for the global compensation of the managers	Mgmt	Against	Against

Manning & Napier Fund, Inc. Financial Services Series

CIELO, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To vote regarding the increase of the share capital from the current BRL 500 million to BRL 1 billion, or in other words, an increase of BRL 500 million, with a share bonus, with there being attributed to the shareholders, free of charge, one new, common share for each lot of five common shares that they own at the closing position on April 26, 2013, with it being the case that from April 29, 2013, inclusive, the shares will be traded ex rights to the bonus, with the consequent amendment of article 7 of the corporate bylaws of the company. If the share bonus described in item iv of the extraordinary general meeting agenda is approved, the ADRS, American depositary receipts, that are traded on the American over the counter market will receive a bonus in the same proportions. If the share bonus described in item iv of the extraordinary general meeting agenda is approved, the ADRS, American depositary receipts, that are traded on the American over the counter market will receive a bonus in the same proportions	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Financial Services Series

CIT GROUP INC.



Security:	125581801	Agenda Number:	933766670

Ticker:	CIT	Meeting Type:	Annual

ISIN:	US1255818015	Meeting Date:	5/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JOHN A. THAIN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: MICHAEL J. EMBLER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: WILLIAM M. FREEMAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: DAVID M. MOFFETT	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: R. BRAD OATES	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: MARIANNE MILLER PARRS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: GERALD ROSENFELD	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JOHN R. RYAN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: SEYMOUR STERNBERG	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: PETER J. TOBIN	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: LAURA S. UNGER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CIT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND EXTERNAL AUDITORS FOR 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

DEUTSCHE BANK AG, FRANKFURT AM MAIN



Security:	D18190898	Agenda Number:	704312874

Ticker:		Meeting Type:	EGM

ISIN:	DE0005140008	Meeting Date:	4/11/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodians accounts, please contact your CSR for more information. Please note the following link: https://materials.proxyvote.com/Approved/999 99Z/19840101/OTHER_153994.PDF	Non-Voting

	The sub custodians have also advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de- registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain blocked up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27.03.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON	Non-Voting



	THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.

1.	Resolution pursuant to paragraph 244 Stock Corporation Act confirming the resolution on Agenda Item 2 (Appropriation of distributable profit) taken by the General Meeting on May 31, 2012	Mgmt	For	For

2.	Resolution pursuant to paragraph 244 Stock Corporation Act confirming the resolution on Agenda Item 5 (Election of the auditor for the 2012 financial year, interim accounts) taken by the General Meeting on May 31, 2012	Mgmt	For	For

3.1	Resolution pursuant to paragraph 244 Stock Corporation Act confirming the resolution on Agenda Item 9 (Election to the Supervisory Board) taken by the General Meeting on May 31, 2012: Dr. Paul Achleitner	Mgmt	For	For

3.2	Resolution pursuant to paragraph 244 Stock Corporation Act confirming the resolution on Agenda Item 9 (Election to the Supervisory Board) taken by the General Meeting on May 31, 2012: Peter Loescher	Mgmt	For	For

3.3	Resolution pursuant to paragraph 244 Stock Corporation Act confirming the resolution on Agenda Item 9 (Election to the Supervisory Board) taken by the General Meeting on May 31, 2012: Prof. Dr. Klaus Ruediger Truetzschler	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

DISCOVER FINANCIAL SERVICES



Security:	254709108	Agenda Number:	933737097

Ticker:	DFS	Meeting Type:	Annual

ISIN:	US2547091080	Meeting Date:	4/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JEFFREY S. ARONIN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: MARY K. BUSH	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: GREGORY C. CASE	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: RICHARD H. LENNY	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: THOMAS G. MAHERAS	Mgmt	For	For



1G.	ELECTION OF DIRECTOR: MICHAEL H. MOSKOW	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: DAVID W. NELMS	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: E. FOLLIN SMITH	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: MARK A. THIERER	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH	Mgmt	For	For

2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

GLACIER BANCORP, INC.



Security:	37637Q105	Agenda Number:	933763105

Ticker:	GBCI	Meeting Type:	Annual

ISIN:	US37637Q1058	Meeting Date:	4/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MICHAEL J. BLODNICK	Mgmt	For	For

	2 SHERRY L. CLADOUHOS	Mgmt	For	For

	3 JAMES M. ENGLISH	Mgmt	For	For

	4 ALLEN J. FETSCHER	Mgmt	For	For

	5 ANNIE M. GOODWIN	Mgmt	For	For

	6 DALLAS I. HERRON	Mgmt	For	For

	7 CRAIG A. LANGEL	Mgmt	For	For

	8 L. PETER LARSON	Mgmt	For	For

	9 DOUGLAS J. MCBRIDE	Mgmt	For	For

	10 JOHN W. MURDOCH	Mgmt	For	For

	11 EVERIT A. SLITER	Mgmt	Withheld	Against



2.	TO VOTE ON AN ADVISORY (NON- BINDING) RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF BKD, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

HSBC HOLDINGS PLC



Security:	404280406	Agenda Number:	933785656

Ticker:	HBC	Meeting Type:	Annual

ISIN:	US4042804066	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS 2012	Mgmt	For	For

2.	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR 2012	Mgmt	For	For

3A.	TO RE-ELECT S A CATZ A DIRECTOR	Mgmt	For	For

3B.	TO RE-ELECT L M L CHA A DIRECTOR	Mgmt	For	For

3C.	TO RE-ELECT M K T CHEUNG A DIRECTOR	Mgmt	For	For

3D.	TO ELECT J B COMEY A DIRECTOR	Mgmt	For	For

3E.	TO RE-ELECT J D COOMBE A DIRECTOR	Mgmt	For	For

3F.	TO RE-ELECT J FABER A DIRECTOR	Mgmt	For	For

3G.	TO RE-ELECT R A FAIRHEAD A DIRECTOR	Mgmt	For	For

3H.	TO ELECT R FASSBIND A DIRECTOR	Mgmt	For	For

3I.	TO RE-ELECT D J FLINT A DIRECTOR	Mgmt	For	For

3J.	TO RE-ELECT S T GULLIVER A DIRECTOR	Mgmt	For	For



3K.	TO RE-ELECT J W J HUGHES-HALLETT A DIRECTOR	Mgmt	For	For

3L.	TO RE-ELECT W S H LAIDLAW A DIRECTOR	Mgmt	For	For

3M.	TO RE-ELECT J P LIPSKY A DIRECTOR	Mgmt	For	For

3N.	TO RE-ELECT J R LOMAX A DIRECTOR	Mgmt	For	For

3O.	TO RE-ELECT I J MACKAY A DIRECTOR	Mgmt	For	For

3P.	TO RE-ELECT SIR SIMON ROBERTSON A DIRECTOR	Mgmt	For	For

3Q.	TO RE-ELECT J L THORNTON A DIRECTOR	Mgmt	Against	Against

4.	TO REAPPOINT THE AUDITOR AT REMUNERATION TO BE DETERMINED BY THE GROUP AUDIT COMMITTEE	Mgmt	For	For

5.	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Mgmt	For	For

S6.	TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION)	Mgmt	For	For

7.	TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES	Mgmt	For	For

S8.	TO APPROVE GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) BEING CALLED ON 14 CLEAR DAYS’ NOTICE (SPECIAL RESOLUTION)	Mgmt	Against	Against

Manning & Napier Fund, Inc. Financial Services Series

JSE LIMITED, JOHANNESBURG



Security:	S4254A102	Agenda Number:	704390626

Ticker:		Meeting Type:	AGM

ISIN:	ZAE000079711	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Adoption of annual financial statements and report for the year ended 20121231	Mgmt	For	For

2.1	To re-elect A D Botha as an independent non- executive director	Mgmt	For	For



2.2	To re-elect M R Johnston as an independent non-executive director	Mgmt	For	For

2.3	To re-elect D M Lawrence as an independent non-executive director	Mgmt	For	For

2.4	To re-elect N S Nematswerani as an independent non-executive director	Mgmt	For	For

3.1	To elect M A Matooane as an independent non-executive director	Mgmt	For	For

3.2	To elect N P Mnxasana as an independent non-executive director	Mgmt	For	For

4	To-reappoint KPMG Inc as auditors	Mgmt	For	For

5.1	To re-appoint N S Nematswerani as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.2	To re-appoint A D Botha as independent, non- executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.3	To re-appoint M R Johnston as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.4	To re-appoint N G Payne as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.5	To re-appoint N P Mnxasana as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

6	To note of a final gross dividend of ZAR 2.50 per share	Mgmt	For	For

7	To approve the remuneration policy of the JSE	Mgmt	For	For

8	To approve the signing of documents	Mgmt	For	For

9.S.1	General authority to repurchase shares	Mgmt	For	For

10S.2	Approval of new Memorandum of Incorporation of the Company	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Financial Services Series

MARKETAXESS HOLDINGS INC.



Security:	57060D108	Agenda Number:	933803175

Ticker:	MKTX	Meeting Type:	Annual

ISIN:	US57060D1081	Meeting Date:	6/6/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: RICHARD M. MCVEY	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: STEVEN L. BEGLEITER	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: STEPHEN P. CASPER	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: DAVID G. GOMACH	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: CARLOS M. HERNANDEZ	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: RONALD M. HERSCH	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: JOHN STEINHARDT	Mgmt	For	For

1.8	ELECTION OF DIRECTOR: JAMES J. SULLIVAN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2013 PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

MSCI INC.



Security:	55354G100	Agenda Number:	933751718

Ticker:	MSCI	Meeting Type:	Annual

ISIN:	US55354G1004	Meeting Date:	5/1/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: BENJAMIN F. DUPONT	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: HENRY A. FERNANDEZ	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: ALICE W. HANDY	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: CATHERINE R. KINNEY	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: LINDA H. RIEFLER	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: GEORGE W. SIGULER	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: PATRICK TIERNEY	Mgmt	For	For

1.8	ELECTION OF DIRECTOR: RODOLPHE M. VALLEE	Mgmt	For	For

2	TO APPROVE, BY NON-BINDING VOTE, OUR EXECUTIVE COMPENSATION, AS DESCRIBED IN THESE PROXY MATERIALS.	Mgmt	For	For

3	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

THE MCGRAW-HILL COMPANIES, INC.



Security:	580645109	Agenda Number:	933766959

Ticker:	MHP	Meeting Type:	Annual

ISIN:	US5806451093	Meeting Date:	5/1/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: PEDRO ASPE	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: SIR WINFRIED BISCHOFF	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: WILLIAM D. GREEN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: CHARLES E. HALDEMAN, JR.	Mgmt	For	For


1E.	ELECTION OF DIRECTOR: LINDA KOCH LORIMER	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: HAROLD MCGRAW III	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ROBERT P. MCGRAW	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: HILDA OCHOA- BRILLEMBOURG	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: SIR MICHAEL RAKE	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: EDWARD B. RUST, JR.	Mgmt	Against	Against

1K.	ELECTION OF DIRECTOR: KURT L. SCHMOKE	Mgmt	For	For

1L.	ELECTION OF DIRECTOR: SIDNEY TAUREL	Mgmt	For	For

1M.	ELECTION OF DIRECTOR: RICHARD E. THORNBURGH	Mgmt	For	For

2.	VOTE TO AMEND THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “MCGRAW HILL FINANCIAL, INC.” FROM “THE MCGRAW- HILL COMPANIES, INC.”	Mgmt	For	For

3.	VOTE TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE COMPENSATION PROGRAM FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS	Mgmt	For	For

4.	VOTE TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013	Mgmt	For	For

5.	SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER ACTION BY WRITTEN CONSENT	Shr	For	Against

Manning & Napier Fund, Inc. Financial Services Series

THE NASDAQ OMX GROUP, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: STEVEN D. BLACK	Mgmt	For	For


1B.	ELECTION OF DIRECTOR: BORJE E. EKHOLM	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: ROBERT GREIFELD	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: GLENN H. HUTCHINS	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: ESSA KAZIM	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: JOHN D. MARKESE	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ELLYN A. MCCOLGAN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: THOMAS F. O’NEILL	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: JAMES S. RIEPE	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: MICHAEL R. SPLINTER	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: LARS R. WEDENBORN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS NASDAQ OMX’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION ON AN ADVISORY BASIS.	Mgmt	For	For

4.	TO APPROVE AN AMENDMENT OF NASDAQ OMX’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE AND REPLACE THE SUPERMAJORITY VOTING REQUIREMENTS.	Mgmt	For	For

5.	TO APPROVE AN AMENDMENT AND RESTATEMENT OF NASDAQ OMX’S RESTATED CERTIFICATE OF INCORPORATION TO MAKE OTHER NON- SUBSTANTIVE CHANGES.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

VERIFONE SYSTEMS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ROBERT W. ALSPAUGH	Mgmt	For	For

	2 DR. LESLIE G. DENEND	Mgmt	For	For

	3 ALEX W. HART	Mgmt	For	For

	4 ROBERT B. HENSKE	Mgmt	For	For

	5 RICHARD A. MCGINN	Mgmt	For	For

	6 WENDA HARRIS MILLARD	Mgmt	For	For

	7 EITAN RAFF	Mgmt	For	For

	8 JEFFREY E. STIEFLER	Mgmt	For	For

2.	TO APPROVE AN AMENDMENT TO THE VERIFONE 2006 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED THEREUNDER.	Mgmt	For	For

3.	TO HOLD AN ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS VERIFONE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING OCTOBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Financial Services Series

WELLS FARGO & COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A)	ELECTION OF DIRECTOR: JOHN D. BAKER II	Mgmt	Against	Against

1B)	ELECTION OF DIRECTOR: ELAINE L. CHAO	Mgmt	For	For

1C)	ELECTION OF DIRECTOR: JOHN S. CHEN	Mgmt	For	For

1D)	ELECTION OF DIRECTOR: LLOYD H. DEAN	Mgmt	For	For


1E)	ELECTION OF DIRECTOR: SUSAN E. ENGEL	Mgmt	For	For

1F)	ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.	Mgmt	For	For

1G)	ELECTION OF DIRECTOR: DONALD M. JAMES	Mgmt	Against	Against

1H)	ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN	Mgmt	Against	Against

1I)	ELECTION OF DIRECTOR: FEDERICO F. PENA	Mgmt	For	For

1J)	ELECTION OF DIRECTOR: HOWARD V. RICHARDSON	Mgmt	For	For

1K)	ELECTION OF DIRECTOR: JUDITH M. RUNSTAD	Mgmt	For	For

1L)	ELECTION OF DIRECTOR: STEPHEN W. SANGER	Mgmt	For	For

1M)	ELECTION OF DIRECTOR: JOHN G. STUMPF	Mgmt	For	For

1N)	ELECTION OF DIRECTOR: SUSAN G. SWENSON	Mgmt	For	For

2.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.	Mgmt	For	For

4.	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

5.	STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN.	Shr	For	Against

6.	STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES.	Shr	Against	For

7.	STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Inflation Focus Equity Series

3D SYSTEMS CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 WILLIAM E. CURRAN	Mgmt	For	For

	2 CHARLES W. HULL	Mgmt	For	For

	3 JIM D. KEVER	Mgmt	For	For

	4 G. WALTER LOEWENBAUM,II	Mgmt	For	For

	5 KEVIN S. MOORE	Mgmt	For	For

	6 ABRAHAM N. REICHENTAL	Mgmt	For	For

	7 DANIEL S. VAN RIPER	Mgmt	For	For

	8 KAREN E. WELKE	Mgmt	For	For

2	AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK TO 220 MILLION SHARES.	Mgmt	For	For

3	RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

AGCO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: P. GEORGE BENSON	Mgmt	For	For



1B.	ELECTION OF DIRECTOR: WOLFGANG DEML	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: LUIZ F. FURLAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: GEORGE E. MINNICH	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: MARTIN H. RICHENHAGEN	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: GERALD L. SHAHEEN	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: MALLIKA SRINIVASAN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: HENDRIKUS VISSER	Mgmt	For	For

2.	TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE AGCO CORPORATION AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE.	Mgmt	For	For

3.	NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

AGRIUM INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION.	Mgmt	For	For



02	A RESOLUTION TO APPROVE THE CORPORATION’S ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

03	A RESOLUTION TO RECONFIRM, RATIFY AND APPROVE THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN OF THE CORPORATION.	Mgmt	For	For

04	DIRECTOR

	1 DAVID C. EVERITT	Mgmt	For	For

	2 RUSSELL K. GIRLING	Mgmt	For	For

	3 SUSAN A. HENRY	Mgmt	For	For

	4 RUSSELL J. HORNER	Mgmt	For	For

	5 DAVID J. LESAR	Mgmt	For	For

	6 JOHN E. LOWE	Mgmt	For	For

	7 A. ANNE MCLELLAN	Mgmt	For	For

	8 DEREK G. PANNELL	Mgmt	For	For

	9 FRANK W. PROTO	Mgmt	For	For

	10 MAYO M. SCHMIDT	Mgmt	For	For

	11 MICHAEL M. WILSON	Mgmt	For	For

	12 VICTOR J. ZALESCHUK	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ALUMINA LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

2	Adoption of remuneration report	Mgmt	For	For

3.a	To re-elect Mr Peter A F Hay as a director	Mgmt	For	For

3.b	To re-elect Ms Emma R Stein as a director	Mgmt	For	For

3.c	To elect Mr Chen Zeng as a director	Mgmt	For	For

4	Grant of performance rights to chief executive officer (long term incentive)	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BAKER HUGHES INCORPORATED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1.	DIRECTOR

	1 LARRY D. BRADY	Mgmt	For	For

	2 CLARENCE P. CAZALOT,JR.	Mgmt	For	For

	3 MARTIN S. CRAIGHEAD	Mgmt	For	For

	4 LYNN L. ELSENHANS	Mgmt	For	For

	5 ANTHONY G. FERNANDES	Mgmt	For	For

	6 CLAIRE W. GARGALLI	Mgmt	For	For


	7 PIERRE H. JUNGELS	Mgmt	For	For

	8 JAMES A. LASH	Mgmt	For	For

	9 J. LARRY NICHOLS	Mgmt	For	For

	10 JAMES W. STEWART	Mgmt	For	For

	11 CHARLES L. WATSON	Mgmt	For	For

2.	AN ADVISORY VOTE RELATED TO THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM.	Mgmt	For	For

3.	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

4.	AN AMENDMENT TO THE BAKER HUGHES INCORPORATED EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For

5.	APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE CRITERIA FOR AWARDS UNDER THE 2002 DIRECTOR & OFFICER LONG-TERM INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BOURBON SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON- RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting



CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0422/2013042213013 88.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal- officiel.gouv.fr/pdf/2013/0506/2013050613017 99.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the reports and annual corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Allocation of income	Mgmt	For	For

O.3	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.4	Approval of regulated agreements	Mgmt	For	For

O.5	Setting the amount of attendance allowances	Mgmt	For	For

O.6	Renewal of term of Mr. Jacques d’Armand de Chateauvieux as Board Member	Mgmt	Against	Against

O.7	Renewal of term of Mrs. Vo Thi Huyen Lan as Board Member	Mgmt	Against	Against

O.8	Appointment of Mr. Christian Lefevre as Board Member	Mgmt	For	For

O.9	Share repurchase program	Mgmt	For	For

O.10	Powers to carry out all legal formalities	Mgmt	For	For

E.11	Authorization granted to the Board of Directors to reduce the share capital via cancellation of shares owned by the Company	Mgmt	For	For

E.12	Decision to be made regarding a capital increase via incorporation of part of the “issue premiums”: free allocation of shares to shareholders	Mgmt	For	For


E.13	Delegation of authority to be granted to the Board of Directors to issue common shares and/or securities giving access to the capital and/or entitling to the allotment of debt securities, with cancellation of preferential subscription rights via public offering	Mgmt	Against	Against

E.14	Determination of the subscription price setting terms and conditions in case of cancellation of preferential subscription right, within the annual limit of 10% of capital	Mgmt	Against	Against

E.15	Amendment to Article 11 of the bylaws - usufructuary pursuant to Article 787 B of the General Tax Code	Mgmt	For	For

E.16	Delegation to be granted to the Board of Directors to issue share subscription warrants (BSA), existing and/or new shares subscription and/or purchase warrants (BSAANE) and/or redeemable existing and/or new shares subscription and/or purchase warrants (BSAAR) with cancellation of preferential subscription rights in favor of a category of persons	Mgmt	Against	Against

E.17	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BRENNTAG AG, MUEHLHEIM/RUHR


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian s accounts, please contact your CSR for more information.	Non-Voting

	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain registered up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting


	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04 JUN 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements, the approved consolidated financial statements as well as the combined group management report and management report (including the board of management’s explanatory report regarding the information pursuant to sections 289, para. 4 and 315, para. 4 of the German commercial code (Handelsgesetzbuch -HGB)), for the 2012 financial year, respectively, and the report of the supervisory board	Non-Voting

2.	Resolution on the appropriation of distributable profit in the 2012 financial year	Mgmt	For	For

3.	Resolution on the ratification of the acts of the members of the board of management for the 2012 financial year	Mgmt	For	For

4.	Resolution on the ratification of the acts of the members of the Supervisory board for the 2012 financial year	Mgmt	For	For

5.	Resolution on the appointment of the auditors and consolidated group auditors for the 2013 financial year as well as the auditors for the audit reviews of interim financial reports: PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Dusseldorf	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CAL-MAINE FOODS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ADOLPHUS B. BAKER	Mgmt	Withheld	Against

	2 TIMOTHY A. DAWSON	Mgmt	Withheld	Against

	3 LETITIA C. HUGHES	Mgmt	For	For

	4 SHERMAN MILLER	Mgmt	For	For

	5 JAMES E. POOLE	Mgmt	For	For

	6 STEVE W. SANDERS	Mgmt	For	For

2.	APPROVAL OF THE CAL-MAINE FOODS, INC. 2012 OMNIBUS LONG-TERM INCENTIVE PLAN.	Mgmt	For	For

3.	RATIFICATION OF FROST, PLLC AS INDEPENDENT AUDITORS OF THE COMPANY.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CAMERON INTERNATIONAL CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: JAMES T. HACKETT	Mgmt	For	For

1B	ELECTION OF DIRECTOR: MICHAEL E. PATRICK	Mgmt	For	For

1C	ELECTION OF DIRECTOR: JON ERIK REINHARDSEN	Mgmt	For	For


1D	ELECTION OF DIRECTOR: BRUCE W. WILKINSON	Mgmt	For	For

2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.	Mgmt	For	For

3	TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S 2012 EXECUTIVE COMPENSATION.	Mgmt	For	For

4	TO APPROVE THE AMENDMENTS TO AND THE RESTATEMENT OF THE COMPANY’S EQUITY INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CAMPBELL BROTHERS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 3, 4 AND 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (3, 4 AND 5), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

2.i	Re-elect Bruce Brown	Mgmt	No vote

2.ii	Re-elect Ray Hill	Mgmt	No vote

2.iii	Elect Grant Murdoch	Mgmt	No vote

2.iv	Elect John Mulcahy	Mgmt	No vote

3	Increase in Fee Pool	Mgmt	No vote


4	Remuneration Report	Mgmt	No vote

5	Grant of Performance Rights	Mgmt	No vote

6	Change of Company Name: That the name of the Company be and is hereby changed to ALS Limited	Mgmt	No vote

7	Share Split	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CERES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO AMEND THE CERES, INC. 2000 STOCK OPTION/STOCK ISSUANCE PLAN TO EXTEND THE TERM OF OUTSTANDING OPTIONS TO PURCHASE 403,666 SHARES OF COMMON STOCK THAT WERE GRANTED UNDER THE 2000 PLAN AND THAT ARE SCHEDULED TO EXPIRE ON DECEMBER 18, 2012 TO THIRTEEN YEARS FROM THEIR DATE OF GRANT (SUBJECT TO THE CONSENT OF THE AFFECTED OPTIONHOLDERS).	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CERES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RAYMOND DEBBANE	Mgmt	For	For

	2 ROBERT GOLDBERG	Mgmt	For	For

	3 THOMAS KILEY	Mgmt	For	For

	4 STEVEN KOONIN	Mgmt	For	For

2.	PROPOSAL TO RATIFY AND APPROVE THE AMENDED AND RESTATED CERES, INC. 2011 EQUITY INCENTIVE PLAN.	Mgmt	For	For

3.	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING AUGUST 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CHESAPEAKE ENERGY CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BOB G. ALEXANDER	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: MERRILL A. “PETE” MILLER, JR.	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: THOMAS L. RYAN	Mgmt	Against	Against

1D.	ELECTION OF DIRECTOR: VINCENT J. INTRIERI	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: FREDERIC M. POSES	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ARCHIE W. DUNHAM	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: R. BRAD MARTIN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: LOUIS A. RASPINO	Mgmt	For	For

2.	TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS.	Mgmt	For	For

3.	TO APPROVE AN AMENDMENT TO OUR BYLAWS TO IMPLEMENT PROXY ACCESS.	Mgmt	For	For

4.	TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.	Mgmt	For	For


5.	TO APPROVE AN AMENDMENT TO OUR 2003 STOCK AWARD PLAN FOR NON- EMPLOYEE DIRECTORS.	Mgmt	For	For

6.	AN ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

7.	TO APPROVE AN AMENDMENT TO OUR LONG TERM INCENTIVE PLAN.	Mgmt	For	For

8.	TO APPROVE THE ADOPTION OF OUR ANNUAL INCENTIVE PLAN.	Mgmt	For	For

9.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

10.	SHAREHOLDER PROPOSAL RELATING TO CREATION OF RISK OVERSIGHT COMMITTEE.	Shr	Against	For

11.	SHAREHOLDER PROPOSAL RELATING TO RE-INCORPORATION IN DELAWARE.	Shr	Against	For

12.	SHAREHOLDER PROPOSAL RELATING TO ACCELERATED VESTING OF SENIOR EXECUTIVES’ EQUITY AWARDS UPON A CHANGE OF CONTROL.	Shr	For	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CHR. HANSEN HOLDING A/S


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting


CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “5, 6.a to 6.e AND 7”. THANK YOU.	Non-Voting

1	Report on the Company’s activities	Non-Voting

2	Approval of the 2011/2012 Annual Report	Mgmt	No vote

3	Resolution on the appropriation of profit or covering of loss	Mgmt	No vote

4	Decision on remuneration to members of the Board of Directors	Mgmt	No vote

5	Re-Election of Chairman of the Board of Directors: Ole Andersen	Mgmt	No vote

6.a	Re-election of member to the Board of Directors: Frederic Stevenin	Mgmt	No vote

6.b	Re-election of member to the Board of Directors: Henrik Poulsen	Mgmt	No vote

6.c	Re-election of member to the Board of Directors: Mark Wilson	Mgmt	No vote


6.d	Re-election of member to the Board of Directors: Didier Debrosse	Mgmt	No vote

6.e	Election of member to the Board of Directors: Soren Carlsen	Mgmt	No vote

7	Re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as company auditor	Mgmt	No vote

8	Reduction of the Company’s share capital by cancellation of shares	Mgmt	No vote

9	Authorizations to the Board of Directors to increase the share capital with or without pre- emptive subscription rights for existing shareholders	Mgmt	No vote

10	Authorization to the Board of Directors for the Company to acquire own shares	Mgmt	No vote

11	Authorization to the Board of Directors to distribute extraordinary dividends (interim dividends)	Mgmt	No vote

12	Authorization to the Chairman of the Annual General Meeting	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DEERE & COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: SAMUEL R. ALLEN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: CRANDALL C. BOWLES	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: VANCE D. COFFMAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.	Mgmt	For	For


1E.	ELECTION OF DIRECTOR: DIPAK C. JAIN	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: CLAYTON M. JONES	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: JOACHIM MILBERG	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: RICHARD B. MYERS	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: THOMAS H. PATRICK	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: AULANA L. PETERS	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: SHERRY M. SMITH	Mgmt	For	For

2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	RE-APPROVAL OF THE JOHN DEERE MID- TERM INCENTIVE PLAN.	Mgmt	For	For

4.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS DEERE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DIGITAL REALTY TRUST, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DENNIS E. SINGLETON	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: MICHAEL F. FOUST	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: LAURENCE A. CHAPMAN	Mgmt	For	For



1D.	ELECTION OF DIRECTOR: KATHLEEN EARLEY	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: RUANN F. ERNST, PH.D.	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: KEVIN J. KENNEDY	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: WILLIAM G. LAPERCH	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: ROBERT H. ZERBST	Mgmt	For	For

2.	RATIFYING THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DUPONT FABROS TECHNOLOGY, INC.


Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1	MICHAEL A. COKE	Mgmt	For	For

	2	LAMMOT J. DU PONT	Mgmt	For	For

	3	THOMAS D. ECKERT	Mgmt	For	For

	4	HOSSEIN FATEH	Mgmt	For	For

	5	JONATHAN G. HEILIGER	Mgmt	For	For

	6	FREDERIC V. MALEK	Mgmt	For	For

	7	JOHN T. ROBERTS, JR.	Mgmt	For	For

	8	JOHN H. TOOLE	Mgmt	For	For



2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION(SAY-ON-PAY VOTE).	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ENCANA CORPORATION


Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1	PETER A. DEA	Mgmt	For	For

	2	CLAIRE S. FARLEY	Mgmt	For	For

	3	FRED J. FOWLER	Mgmt	For	For

	4	SUZANNE P. NIMOCKS	Mgmt	For	For

	5	DAVID P. O’BRIEN	Mgmt	For	For

	6	JANE L. PEVERETT	Mgmt	For	For

	7	BRIAN G. SHAW	Mgmt	For	For

	8	BRUCE G. WATERMAN	Mgmt	For	For

	9	CLAYTON H. WOITAS	Mgmt	For	For

02		APPOINTMENT OF AUDITOR - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS	Mgmt	For	For

03		ADVISORY VOTE APPROVING THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION	Mgmt	For	For

04		RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

EOG RESOURCES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: CHARLES R. CRISP	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: JAMES C. DAY	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MARK G. PAPA	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: H. LEIGHTON STEWARD	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: DONALD F. TEXTOR	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: WILLIAM R. THOMAS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: FRANK G. WISNER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE THE AMENDED AND RESTATED EOG RESOURCES, INC. 2008 OMNIBUS EQUITY COMPENSATION PLAN.	Mgmt	For	For

4.	TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FANUC CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting



1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Streamline Business Lines, Allow Use of Electronic Systems for Public Notifications, Increase Board Size to 18, Adopt Reduction of Liability System for Outside Directors	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For

3.10	Appoint a Director	Mgmt	For	For

3.11	Appoint a Director	Mgmt	For	For

3.12	Appoint a Director	Mgmt	For	For

3.13	Appoint a Director	Mgmt	For	For



3.14	Appoint a Director	Mgmt	For	For

3.15	Appoint a Director	Mgmt	For	For

3.16	Appoint a Director	Mgmt	For	For

3.17	Appoint a Director	Mgmt	For	For

3.18	Appoint a Director	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FASTENAL COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: ROBERT A. KIERLIN	Mgmt	For	For

1B	ELECTION OF DIRECTOR: STEPHEN M. SLAGGIE	Mgmt	For	For

1C	ELECTION OF DIRECTOR: MICHAEL M. GOSTOMSKI	Mgmt	For	For

1D	ELECTION OF DIRECTOR: WILLARD D. OBERTON	Mgmt	For	For

1E	ELECTION OF DIRECTOR: MICHAEL J. DOLAN	Mgmt	Against	Against

1F	ELECTION OF DIRECTOR: REYNE K. WISECUP	Mgmt	For	For

1G	ELECTION OF DIRECTOR: HUGH L. MILLER	Mgmt	Against	Against

1H	ELECTION OF DIRECTOR: MICHAEL J. ANCIUS	Mgmt	For	For



1I	ELECTION OF DIRECTOR: SCOTT A. SATTERLEE	Mgmt	Against	Against

1J	ELECTION OF DIRECTOR: RITA J. HEISE	Mgmt	For	For

1K	ELECTION OF DIRECTOR: DARREN R. JACKSON	Mgmt	For	For

2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	Against	Against

3	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FIRST TRACTOR CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS.THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/s ehk/2012/0921/LTN20120921544.pdf http://www.hkexnews.hk/listedco/listconews/s ehk/2012/0921/LTN20120921554.pdf	Non-Voting

1	To consider and approve the resolution of provision of external guarantee by First Tractor Company Limited. (Provided that the relevant requirements of the CSRC, relevant requirements of the Hong Kong Listing Rules (including but not limited to Chapters 14 and 14A) and other relevant requirements are complied with, the Company be hereby approved to provide guarantee for the lessees and purchasers under the financial lease and buyer credit businesses of the Company for agricultural machines such as large or medium sized tractors with an amount of not more than RMB120 million; the validity period of the aforesaid guarantee is from 9 November 2012 to 31 December 2013. The chairman of the Board of the Company be hereby authorized to approve the contents of the guarantee agreements and any other relevant matters such as their signing and execution during the validity period of the guarantee.)	Mgmt	No vote



2.1	Issue size of the Corporate Bonds: The Company proposes to issue the Corporate Bonds with an aggregate principal amount of not more than RMB1,500,000,000 (inclusive of RMB1,500,000,000) in the PRC. The Board or such persons as authorized by the Board shall be granted the authority to determine the specific issue size in respect of the Issue of Corporate Bonds in accordance with the capital needs of the Company and market conditions at the time of issue within the aforesaid scope	Mgmt	No vote

2.2	Coupon rate and way of determination: The Board or such persons as authorized by the Board shall be granted the authority to determine the coupon rate of the Corporate Bonds, and such determination shall be made together with the sponsor (the lead underwriter) after taking into account the relevant national regulations of the PRC and the market conditions at the time of issue and after reporting to the regulatory authorities	Mgmt	No vote

2.3	Arrangement for placement to the Shareholders: The Corporate Bonds will not be preferentially placed to the Shareholders of the Company, nor will they be offered to the public in Hong Kong	Mgmt	No vote

2.4	Maturity of the Corporate Bonds: The maturity of the Corporate Bonds shall not exceed 5 years (inclusive of 5 years). The Corporate Bonds can be with single maturity period or with various maturity periods. The Board or such persons as authorized by the Board shall be granted the authority to determine the specific maturity structure of the Corporate Bonds and the offer size for Corporate Bonds with different maturity structure in accordance with the relevant regulations, the Company’s capital needs and the market conditions at the time of issue	Mgmt	No vote

2.5	Use of proceeds: The proceeds from the Issue of Corporate Bonds are intended to be used to replenish the Company’s working capital and repay bank loans	Mgmt	No vote

2.6	Validity period of the resolution in respect of the Issue of Corporate Bonds: The resolution in respect of the Issue of Corporate Bonds shall be valid for 24 months from the date of approval at the EGM	Mgmt	No vote

2.7	Safeguard measures for debt repayment: The Company shall at least adopt the following safeguard measures if it is expected that the principal and interest of the Corporate Bonds cannot be repaid on schedule or the principal and interest of the Corporate Bonds cannot be repaid when due- (i) No profit shall be distributed to the Shareholders; (ii) The implementation of capital expenditure projects such as major external investments, acquisitions and mergers shall be temporarily suspended; (iii) Wages and bonus payable to the Directors and senior management shall be adjusted and reduced or suspended; (iv) The main responsible person(s) shall not be relocated	Mgmt	No vote



2.8	Matters to be authorized to the Board: In order to effectively and orderly complete the relevant works in connection with the Issue of Corporate Bonds, the Company shall, in accordance with the Company Laws, Securities Law and Pilot Rules on the Issuance of Corporate Bonds of the PRC as well as the Articles of Association, propose to the EGM to authorize the Board or such persons as authorized by the Board to handle all matters in relation to the Issue of Corporate Bonds at their full discretion, in accordance with the Company’s specific needs and other market conditions, including but not limited to- (i) Formulate the specific issue plan, and amend and adjust the issue terms of the Issue of Corporate Bonds in accordance with the actual circumstances of the Company and the market, including but not limited to all matters CONTD	Mgmt	No vote

CONT	CONTD in relation to the terms of the issue such as the issue size, maturity of the Corporate Bonds, coupon rate of the Corporate bonds and its way of determination, timing of the issue, whether the bonds will be issued in tranches and number of tranches, whether the repurchase terms or redemption terms will be set, guarantee, maturity and ways of repayment of principal and interest, place of listing, and the determination of the specific use of proceeds; (ii) Appoint intermediaries to handle the reporting matters in respect of the Issue of Corporate Bonds; (iii) Select the custodian of the Corporate Bonds, execute the Corporate Bonds custody management agreement and formulate the rules of procedures for the meetings of holders of Corporate Bonds; (iv) Sign, execute and amend the contracts, agreements and documents in CONTD	Non-Voting

CONT	CONTD relation to the Issue of Corporate Bonds, and make relevant information disclosure in accordance with the laws, regulations and other regulatory documents; (v) Handle matters in relation to the listing of the Corporate Bonds issued upon completion of the Issue of Corporate Bonds; (vi) In the event of change in the policies of the relevant regulatory authorities concerning issue of corporate bonds or change in the market conditions, other than matters which are required to be put to vote again by the Shareholders at the general meeting pursuant to the relevant laws, regulations and the Articles of Association, authorize the Board or such persons as authorized by the Board to make corresponding adjustments to the matters in relation to the plan of the Issue of Corporate Bonds based on the opinions of the regulatory CONTD	Non-Voting

CONT	CONTD authorities; (vii) Handle other matters in relation to the Issue of Corporate Bonds and its listing; and (viii) Such authorization shall be effective from the date of approval at the EGM to the date of completion of the above authorized matters	Non-Voting

	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN LABEL OF RESOLUTION 2.8. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FIRST TRACTOR CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 137218 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/S EHK/2012/1030/LTN20121030033.pdf, http://www.hkexnews.hk/listedco/listconews/s ehk/2012/1030/LTN20121030043.pdf, http://www.hkexnews.hk/listedco/listconews/s ehk/2012/1030/LTN20121030039.pdf, http://www.hkexnews.hk/listedco/listconews/s ehk/2012/1203/LTN201212031589.pdf, AND http://www.hkexnews.hk/listedco/listconews/S EHK/2012/1203/LTN201212031585.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To approve and confirm the Material Procurement Agreement (a copy of which has been produced to the EGM marked “1” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

2	To approve and confirm the Composite Services Agreement (a copy of which has been produced to the EGM marked “2” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

3	To approve and confirm the Energy Procurement Agreement (a copy of which has been produced to the EGM marked “3” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

4	To approve and confirm the Loan Service Agreement (a copy of which has been produced to the EGM marked “4” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote



5	To approve and confirm the Bills Discounting Service Agreement (a copy of which has been produced to the EGM marked “5” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

6	To approve and confirm the Bills Acceptance Service Agreement (a copy of which has been produced to the EGM marked “6” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

7	To approve and confirm the Sale of Goods Agreement (a copy of which has been produced to the EGM marked “7” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

8	To approve and confirm the Properties Lease Agreement (a copy of which has been produced to the EGM marked “8” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

9	To approve and confirm the Land Lease Agreement (a copy of which has been produced to the EGM marked “9” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

10	To approve and confirm the Technology Services Agreement (a copy of which has been produced to the EGM marked “10” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed Annual Cap amounts, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

11	To approve and confirm the Deposit Service Agreement (a copy of which has been produced to the EGM marked “11” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote



12	To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Material Procurement Agreement, Composite Services Agreement, Energy Procurement Agreement, Loan Service Agreement, Bills Discounting Service Agreement, Bills Acceptance Service Agreement, Sale of Goods Agreement, Properties Lease Agreement, Land Lease Agreement, Technology Services Agreement and Deposit Service Agreement (together the “New Agreements”) and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New Agreements that may in their discretion consider to be desirable and in the interest of the Company and all the Directors’ acts as aforesaid	Mgmt	No vote

13	To consider and approve the appointment of Mr. Zhao Yanshui to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

14	To consider and approve the appointment of Mr. Su Weike to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

15	To consider and approve the appointment of Mr. Yan Linjiao to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

16	To consider and approve the appointment of Mr. Guo Zhiqiang to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

17	To consider and approve the appointment of Ms. Dong Jianhong to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

18	To consider and approve the appointment of Mr. Qu Dawei to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

19	To consider and approve the appointment of Mr. Liu Jiguo to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

20	To consider and approve the appointment of Mr. Wu Yong to be the Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote



21	To consider and approve the appointment of Mr. Hong Xianguo to be the independent non- executive Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

22	To consider and approve the appointment of Mr. Zhang Qiusheng to be the independent non-executive Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

23	To consider and approve the appointment of Mr. Xing Min to be the independent non-executive Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

24	To consider and approve the appointment of Mr. Wu Tak Lung to be the independent non- executive Director of the Sixth Board for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

25	To consider and approve the appointment of Mr. Li Pingan to be the Supervisor (non staff representative Supervisor) of the Sixth Supervisory Committee for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

26	To consider and approve the appointment of Mr. Xu Shidong to be the Supervisor (non staff representative Supervisor) of the Sixth Supervisory Committee for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

27	To consider and approve the appointment of Mr. Wang Yong to be the Supervisor (non staff representative Supervisor) of the Sixth Supervisory Committee for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

28	To consider and approve the appointment of Mr. Huang Ping to be the Supervisor (non staff representative Supervisor) of the Sixth Supervisory Committee for a term of three years from 20 December 2012 to 19 December 2015	Mgmt	No vote

29	To consider and approve the remuneration proposals for the Directors of the Sixth Board and Supervisors of the Sixth Supervisory Committee	Mgmt	No vote

30	To consider and approve the remuneration proposals for the extended service of the Directors of the Fifth Board and Supervisors of the Fifth Supervisory Committee	Mgmt	No vote


31	To consider and approve the purchase of directors’ liabilities insurance for the Directors, Supervisors and senior management officers of the Company underwritten by Huatai Property Insurance Company Limited with insurance coverage of RMB30,000,000 and a premium of RMB72,000	Mgmt	No vote

32	To approve and confirm the YTO Flag Agreement (copy of which has been produced to the EGM marked “12” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

33	To approve and confirm the YTO Foundry Agreement (copy of which has been produced to the EGM marked “13” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

34	To approve and confirm the YTO Axle Agreement (copy of which has been produced to the EGM marked “14” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof	Mgmt	No vote

35	To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the YTO Flag Agreement, YTO Foundry Agreement and YTO Axle Agreement	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FIRST TRACTOR CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/s ehk/2012/1221/LTN20121221710.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2012/1221/LTN20121221693.pdf	Non-Voting


1	To consider and approve the resolution in relation to provision of guarantees for the agricultural machines Dealers under the trade finance business by the Company. (Provided that the relevant requirements of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, relevant requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (including but not limited to Chapters 14 and 14A) and other relevant requirements are complied with, the Company be hereby approved to provide guarantees for the agricultural machines Dealers under the trade finance business with a total amount of not more than RMB1,106 million; the validity period of the aforesaid guarantees is from 18 February 2013 to the date of convening the 2013 annual general meeting of the Company)	Mgmt	For	For

2	To consider and approve the resolution in relation to provision of guarantees by the Company in relation to the financing provided by financial institutions to the Company’s subsidiary, YTO (Luoyang) Forklift Company Limited. (Provided that the relevant requirements of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, relevant requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (including but not limited to Chapters 14 and 14A) and other relevant requirements are complied with, the Company be hereby approved to provide guarantees in relation to the financing provided by financial institutions to the Company’s subsidiary, YTO (Luoyang) Forklift Company Limited, with a total amount of not more than RMB5 million; the validity period of the aforesaid guarantees is from 18 February 2013 to the date of convening the 2013 annual general meeting of the Company)	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

GLANBIA PLC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive and consider the financial statements for the year ended 29 December 2012 together with the reports of the Directors and the Auditors thereon	Mgmt	For	For

2	To declare a final dividend of 5.43 cent per share on the ordinary shares for the year ended 29 December 2012	Mgmt	For	For

3a	To re-appoint John Callaghan as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3b	To re-appoint William Carroll as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For



3c	To re-appoint Henry Corbally as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	Against	Against

3d	To re-appoint Jer Doheny as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3e	To re-appoint David Farrell as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3f	To re-appoint Donard Gaynor as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3g	To re-appoint Patrick Gleeson as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	Against	Against

3h	To re-appoint Paul Haran as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3i	To re-appoint Liam Herlihy as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	Against	Against

3j	To re-appoint Martin Keane as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	Against	Against

3k	To re-appoint Michael Keane as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3l	To re-appoint Jerry Liston as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3m	To re-appoint Matthew Merrick as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	Against	Against

3n	To re-appoint John Moloney as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For



3o	To re-appoint John Murphy as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3p	To re-appoint Patrick Murphy as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3q	To re-appoint William Murphy as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3r	To re-appoint Brian Phelan as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3s	To re-appoint Eamon Power as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

3t	To re-appoint Siobhan Talbot as a Director, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offers for re-appointment	Mgmt	For	For

4	To authorise the Directors to fix the remuneration of the Auditors for the 2013 financial year	Mgmt	For	For

5	To receive and consider the Remuneration Committee Report for the year ended 29 December 2012	Mgmt	For	For

6	Authority to allot shares	Mgmt	For	For

7	Disapplication of pre-emption rights	Mgmt	For	For

8	Purchase of Company shares	Mgmt	For	For

9	Treasury shares	Mgmt	For	For

10	Authorisation to retain the power to hold EGMs on 14 days notice	Mgmt	Against	Against


11	Rule 37 waiver resolution in respect of market purchases of the Company’s own shares	Mgmt	For	For

12	Rule 9 waiver resolution in respect of share acquisitions by Directors	Mgmt	For	For

13	Rule 9 waiver resolution in respect of the Company’s employee share schemes	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

GROUPE EUROTUNNEL, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:https://balo.journal-officiel.gouv.fr/pdf/2013/0327/2013032713009 73.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0424/2013042413015 18.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Review and approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Allocation of income for the financial year ended December 31, 2012 and distribution of the dividend	Mgmt	For	For

O.3	Review and approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For


O.4	Approval of the conclusion of regulated agreements and commitments by the Company referred to in the special report of the Statutory Auditors	Mgmt	For	For

O.5	Authorization granted for an 18-month period to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For

O.6	Renewal of term of KPMG SA as principal Statutory Auditor	Mgmt	For	For

O.7	Renewal of term of Mazars as principal Statutory Auditor	Mgmt	For	For

O.8	Appointment of KPMG AUDIT IS as deputy Statutory Auditor	Mgmt	For	For

O.9	Appointment of Mr. Herve Helias as deputy Statutory Auditor	Mgmt	For	For

O.10	Ratification of the cooptation of Mrs. Perrette Rey as Board member	Mgmt	For	For

E.11	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue shares of the Company and/or securities giving access to ordinary shares of the Company or Group companies of the Company while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.12	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue through public offering shares of the Company and securities giving access to ordinary shares of the Company or Group companies of the Company with cancellation of shareholders’ preferential subscription rights, but with a priority period	Mgmt	For	For

E.13	Overall limitation on authorizations to issue shares with or without preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares or securities giving access to capital of the Company reserved for employees who are members of a company savings plan	Mgmt	For	For

E.15	Authorization granted for an 18-month period to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.16	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

GULFMARK OFFSHORE, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 PETER I. BIJUR	Mgmt	For	For

	2 DAVID J. BUTTERS	Mgmt	For	For

	3 BRIAN R. FORD	Mgmt	For	For

	4 SHELDON S. GORDON	Mgmt	For	For

	5 QUINTIN V. KNEEN	Mgmt	For	For

	6 ROBERT B. MILLARD	Mgmt	For	For

	7 REX C. ROSS	Mgmt	For	For

2.	TO VOTE ON A PROPOSAL TO APPROVE, BY A STOCKHOLDER NON-BINDING ADVISORY VOTE, THE COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS, COMMONLY REFERRED TO AS A “SAY-ON- PAY” PROPOSAL.	Mgmt	For	For

3.	TO VOTE ON A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

HESS CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 RODNEY F. CHASE	Mgmt	For	*

	2 HARVEY GOLUB	Mgmt	For	*

	3 KARL F. KURZ	Mgmt	For	*

	4 DAVID MCMANUS	Mgmt	For	*

	5 MARSHALL D. SMITH	Mgmt	For	*


02	TO APPROVE THE COMPANY’S PROPOSAL TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE FIRM OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	*

03	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED FURTHER IN THE COMPANY’S PROXY STATEMENT.	Mgmt	For	*

04	TO APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD.	Mgmt	For	*

05	TO APPROVE THE STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD ADOPT A POLICY THAT REQUIRES AN INDEPENDENT CHAIRMAN.	Mgmt	For	*

06	TO APPROVE THE STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD TAKE ACTION TO IMPLEMENT A SIMPLE MAJORITY VOTE STANDARD.	Mgmt	For	*

07	TO APPROVE THE STOCKHOLDER PROPOSAL RECOMMENDING THAT THE COMPANY PROVIDE A REPORT REGARDING POLITICAL CONTRIBUTIONS.	Mgmt	For	*

08	TO APPROVE THE REPEAL OF ANY PROVISIONS OF OR AMENDMENT TO THE BY-LAWS ADOPTED BY THE BOARD WITHOUT THE APPROVAL OF THE STOCKHOLDERS AFTER FEBRUARY 2, 2011 AND BEFORE THE 2013 ANNUAL MEETING.	Mgmt	For	*

An * in the For/Against management field indicates management position unknown since information regarding non-U.S. issuers is not readily available.

Manning & Napier Fund, Inc. Inflation Focus Equity Series

HORNBECK OFFSHORE SERVICES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 BRUCE W. HUNT	Mgmt	For	For

	2 KEVIN O. MEYERS	Mgmt	For	For

	3 BERNIE W. STEWART	Mgmt	For	For


2	TO APPROVE THE AMENDMENT OF THE SECOND AMENDED AND RESTATED HORNBECK OFFSHORE SERVICES, INC. INCENTIVE COMPENSATION PLAN TO EXPAND THE LIST OF APPROVED PERFORMANCE MEASURES.	Mgmt	For	For

3	TO RATIFY THE REAPPOINTMENT OF ERNST & YOUNG, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND AUDITORS FOR THE FISCAL YEAR 2013.	Mgmt	For	For

4	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

INGREDION INC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: RICHARD J. ALMEIDA	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: LUIS ARANGUREN-TRELLEZ	Mgmt	Against	Against

1C.	ELECTION OF DIRECTOR: DAVID B. FISCHER	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: ILENE S. GORDON	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: PAUL HANRAHAN	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: WAYNE M. HEWETT	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: GREGORY B. KENNY	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: BARBARA A. KLEIN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: JAMES M. RINGLER	Mgmt	For	For


1J.	ELECTION OF DIRECTOR: DWAYNE A. WILSON	Mgmt	For	For

2.	TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY’S OPERATIONS IN 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ISRAEL CHEMICALS LTD, TEL AVIV-JAFFA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL	Non-Voting

1	Discussion of the financial statements and directors report for the year 2011	Mgmt	No vote

2	Re appointment of accountant auditors until the next AGM and report of their remuneration for 2011 : KPMG Somekh Chaikin	Mgmt	No vote

3.1	Re appointment of Nir Gilad as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.2	Re appointment of Yossi Rosen as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.3	Re appointment of Chaim Erez as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.4	Re appointment of Moshe Vidman as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote


3.5	Re appointment of Avisar Paz as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.6	Re appointment of Eran Sarig as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.7	Re appointment of Avraham (Baiga) Shohat as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.8	Re appointment of Victor Medina as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

3.9	Re appointment of Ovadia Eli as director (until the next AGM) who will continue to receive the benefits and conditions that the company directors generally receive	Mgmt	No vote

4	Re appointment of Prof.Yair.Orgler as an external director for an additional three year term, and authorization to grant him the maximum remuneration allowed by the company protocols for experts who are external directors, as well as the benefits that company directors generally receive	Mgmt	No vote

5	Re appointment of Dr.Miriam Haran as an external director for an additional three year term. Authorization to continue to grant her the maximum remuneration allowed by the Company protocols for experts who are external directors, as well as the benefits that company directors generally receive	Mgmt	No vote

6	Purchase of insurance cover during a period of 3 years for D and O, including owners of control and their relatives, present and future. The cover will be in 2 layers: Layer 1 is Israel Corporation Group Cover plus Israel Chemicals and Israel Chemical subsidiaries 20 million USD (premium split Israel Chemicals 42.5 pct, Israel Corp 57.5 pct). Layer 2 is Israel chemicals group without Israel corporation 200 million USD. Total cost to Israel chemicals of premium for the current	Mgmt	No vote

	year will not exceed 520,000 USD, and for future years will not increase by more than 25 pct a year

Manning & Napier Fund, Inc. Inflation Focus Equity Series

JOHNSON MATTHEY PLC, LONDON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	That the Company’s annual accounts for the year ended 31st March 2012 together with the directors’ report and the auditor’s report on those accounts be received	Mgmt	No vote

2	That the directors’ remuneration report for the year ended 31st March 2012 and the auditor’s report on the auditable part of the directors’ remuneration report be received and approved	Mgmt	No vote

3	That a final dividend of 40 pence per ordinary share in respect of the year ended 31st March 2012 be declared and payable to members on the register at the close of business on 3rd August 2012	Mgmt	No vote

4	That Mr TEP Stevenson be re-elected a director of the Company	Mgmt	No vote

5	That Mr NAP Carson be re-elected a director of the Company	Mgmt	No vote

6	That Mr AM Ferguson be re-elected a director of the Company	Mgmt	No vote

7	That Mr RJ MacLeod be re-elected a director of the Company	Mgmt	No vote

8	That Mr LC Pentz be re-elected a director of the Company	Mgmt	No vote

9	That Mr MJ Roney be re-elected a director of the Company	Mgmt	No vote

10	That Mr WF Sandford be re-elected a director of the Company	Mgmt	No vote

11	That Mrs DC Thompson be re-elected a director of the Company	Mgmt	No vote

12	That KPMG Audit Plc be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company	Mgmt	No vote

13	That the remuneration of the auditor be determined by the directors	Mgmt	No vote


14	That in accordance with sections 366 and 367 of the Companies Act 2006 (the “2006 Act”), the Company and all companies which are subsidiaries of the Company during the period when this Resolution 14 has effect be generally and unconditionally authorised in aggregate to: (a) make political donations to political parties or independent election candidates, as defined in the 2006 Act, not exceeding GBP 50,000 in total; (b) make political donations to political organisations other than political parties, as defined in the 2006 Act, not exceeding GBP 50,000 in total; and (c) incur political expenditure, as defined in the 2006 Act, not exceeding GBP 50,000 in total during the period beginning with the date of the passing of this Resolution and ending on 31st July 2013 or, if sooner, the conclusion of the next annual general CONTD	Mgmt	No vote

CONT	CONTD meeting of the Company after the passing of this resolution provided that the combined aggregate amount of donations made and expenditure incurred pursuant to this authority shall not exceed GBP 50,000 and that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same	Non-Voting

15	That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (“Rights”): (a) up to an aggregate nominal amount of GBP 71,558,579; and (b) up to a further aggregate nominal amount of GBP 71,558,579 provided that (i) they are equity securities (within the meaning of section 560(1) of the 2006 Act) and (ii) they are offered by way of a rights issue in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the ordinary CONTD	Mgmt	No vote

CONT	CONTD shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, on 25th October 2013, save that the Company shall be entitled to make offers or agreements before the expiry of CONTD	Non-Voting


CONT	CONTD such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot shares and grant Rights be and are hereby revoked	Non-Voting

16	(a) That a special dividend of 100 pence per ordinary share be declared and payable to members on the register at the close of business on 3rd August 2012; and (b) That, subject to and conditional upon admission of the New Ordinary Shares to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange becoming effective (“Admission”), every 22 ordinary shares of 100 pence each in the capital of the Company as at 5.00 pm on 3rd August 2012 be consolidated into 21 ordinary shares of 104 16/21 pence each (each a “New Ordinary Share”) and all fractional entitlements arising from the consolidation of the issued ordinary shares of 100 pence each in the capital of the Company shall be aggregated into New Ordinary Shares and, as soon as possible after Admission, sold in the open market at CONTD	Mgmt	No vote

CONT	CONTD the best price reasonably obtainable and the aggregate proceeds (net of expenses) remitted to those entitled	Non-Voting

17	That, subject to the passing of Resolution 15, the directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the “2006 Act”) to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash either pursuant to the authority conferred by Resolution 15 or by way of a sale of treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to: (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 by way of a rights issue only) in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities CONTD	Mgmt	No vote

CONT	CONTD respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b) the allotment to any person or persons of equity securities, otherwise than pursuant to paragraph (a) above, up to an aggregate nominal value of GBP 11,033,680 and this power shall expire upon the expiry of CONTD	Non-Voting


CONT	CONTD the general authority conferred by Resolution 15, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if this authority had not expired	Non-Voting

18	That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its own ordinary shares on such terms and in such manner as the directors may from time to time determine, provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 20,491,774 (representing approximately 10% of the Company’s issued ordinary share capital (excluding treasury shares) immediately after the share consolidation pursuant to Resolution 16 or, if Resolution 16 is not passed, 21,467,573 existing ordinary shares of 100 pence (“Existing Ordinary Shares”) representing approximately 10% of the issued ordinary share capital of the Company as at 18th June 2012 (the latest practicable date prior to publication of this CONTD	Mgmt	No vote

CONT	CONTD Notice of Annual General Meeting)); (b) the minimum price which may be paid for an ordinary share is 104 16/21 pence (excluding expenses) or, if Resolution 16 is not passed, the minimum price which may be paid for an Existing Ordinary Share is 100 pence (excluding expenses); (c) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased (excluding expenses); and (d) unless previously renewed, revoked or varied by the Company in general meeting, the authority hereby conferred shall expire at the conclusion of the next annual general CONTD	Non-Voting

CONT	CONTD meeting of the Company after the passing of this resolution or, if earlier, on 25th October 2013, but a contract or contracts of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract	Non-Voting

19	That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days’ notice	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

KONINKLIJKE VOPAK NV, ROTTERDAM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening	Non-Voting

2	Discussion Report of the Executive Board on the 2012 financial year	Non-Voting

3	Discussion and adoption of the financial statements for the 2012 financial year	Mgmt	For	For

4	Explanation of policy on additions to reserves and dividends	Non-Voting

5	Proposal to distribute dividend for the 2012 financial year of EUR 0.88 per share	Mgmt	For	For

6	Discharge from liability of the members of the Executive Board for the performance of their duties in the 2012 financial year	Mgmt	For	For

7	Discharge from liability of the members of the Supervisory Board for the performance of their duties in the 2012 financial year	Mgmt	For	For

8	Re-appointment of Mr R.G.M. Zwitserloot as member of the Supervisory Board	Mgmt	For	For

9	Remuneration of the members of the Executive Board	Mgmt	For	For

10	Remuneration of the members of the Supervisory Board	Mgmt	For	For

11	Purchasing authorization to acquire ordinary shares	Mgmt	For	For

12	Re-appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor for the 2013 and 2014 financial years	Mgmt	For	For

13	Any other business	Non-Voting

14	Closing	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

KUKA AKTIENGESELLSCHAFT, AUGSBURG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 15 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21 MAY 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements and the approved consolidated financial statements as well as the joint management report for KUKA Aktiengesellschaft and the Group, including the explanatory report regarding disclosure in accordance with article 289, para. 4 and para. 5 HGB [German Commercial Code], and article 315, para. 4 HGB for the 2012 financial year; presentation of the Supervisory Board’s Report for the 2012 financial year	Non-Voting

2.	Resolution on the appropriation of the distributable profit of EUR 8,289,000 as follows: Payment of a dividend of EUR 0.20 per no-par share EUR 1,505,913.80 shall be carried forward Ex-dividend and payable date: June 6, 2013	Mgmt	For	For

3.a	Resolution on approving the discharge from responsibility of the member of the Executive Board: Mr. Dr. Till Reuter	Mgmt	For	For


3.b	Resolution on approving the discharge from responsibility of the member of the Executive Board: Mr. Peter Mohnen	Mgmt	For	For

3.c	Resolution on approving the discharge from responsibility of the member of the Executive Board: Mr. Stephan Schulak	Mgmt	For	For

4.a	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Bernd Minning	Mgmt	For	For

4.b	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Thomas Kalkbrenner	Mgmt	For	For

4.c	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Juergen Kerner	Mgmt	For	For

4.d	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Prof. Dr. Dirk Abel	Mgmt	For	For

4.e	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Wilfried Eberhardt	Mgmt	For	For

4.f	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Uwe Ganzer	Mgmt	For	For

4.g	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Siegfried Greulich	Mgmt	For	For

4.h	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Thomas Knabel	Mgmt	For	For

4.i	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Ms. Carola Leitmeir	Mgmt	For	For

4.j	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Prof. Dr. Uwe Loos	Mgmt	For	For

4.k	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Fritz Seifert	Mgmt	For	For



4.l	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Dr. Michael Proeller	Mgmt	For	For

4.m	Resolution on approving the discharge from responsibility of the member of the Supervisory Board: Mr. Guy Wyser-Pratte	Mgmt	For	For

5.a	Election to the Supervisory Board: Mr. Bernd Minning	Mgmt	Against	Against

5.b	Election to the Supervisory Board: Mr. Prof. Dr. Dirk Abel	Mgmt	For	For

5.c	Election to the Supervisory Board: Mr. Dr. Walter Bickel	Mgmt	For	For

5.d	Election to the Supervisory Board: Mr. Prof. Dr. Uwe Loos	Mgmt	For	For

5.e	Election to the Supervisory Board: Mr. Dr. Michael Proeller	Mgmt	For	For

5.f	Election to the Supervisory Board: Mr. Guy Wyser-Pratte	Mgmt	For	For

6.	Resolution on approval of the remuneration system for members of the Executive Board	Mgmt	For	For

7.	Resolution on the partial cancelation of existing conditional capital and partial cancelation of the existing authorization to issue bonds (2010 authorization), as well as resolution on the authorization to issue warrant or convertible bonds, participating bonds and participation rights (or combinations of these instruments) and to exclude subscription rights in addition to simultaneously authorizing new 2013 conditional capital and the associated amendments to the Articles of Association a) Resolution on the partial cancelation of the existing conditional capital and partial cancelation of the existing authorization to issue bonds (2010 authorization) and the associated amendments to the Articles of Association b) Resolution on the authorization to issue warrant bonds or convertible bonds, participating bonds and participation rights (or a combination of these instruments) and to exclude subscription rights in addition to simultaneously authorizing new 2013 conditional capital and the associated amendments to the Articles of Association (1) Authorization to issue warrant bonds, convertible bonds, participating bonds and participation rights (or combinations of these instruments) and to exclude subscription rights (2) Authorization of new 2013 conditional capital (3) Amendments to the Articles of Association: Article 4 (4) Authorization to amend the Articles of Association	Mgmt	For	For

8.	Election of the auditor of the annual financial statements and the consolidated financial statements for the 2013 financial year, as well as the auditor for an independent review, if applicable, of the condensed financial statements and the interim management report for the first half-year of the 2013 financial year: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

LINDSAY CORPORATION


Prop. #		Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.		DIRECTOR

	1	HOWARD G. BUFFETT	Mgmt	For	For

	2	MICHAEL C. NAHL	Mgmt	For	For

	3	WILLIAM F. WELSH II	Mgmt	For	For

2.		RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2013.	Mgmt	For	For

3.		NON-BINDING VOTE ON RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MEAD JOHNSON NUTRITION COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: STEVEN M. ALTSCHULER, M.D.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: HOWARD B. BERNICK	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: KIMBERLY A. CASIANO	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: ANNA C. CATALANO	Mgmt	For	For



1E.	ELECTION OF DIRECTOR: CELESTE A. CLARK, PH.D.	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: JAMES M. CORNELIUS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: STEPHEN W. GOLSBY	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: PETER KASPER JAKOBSEN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: PETER G. RATCLIFFE	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: ELLIOTT SIGAL, M.D., PH.D.	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: ROBERT S. SINGER	Mgmt	For	For

2.	ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION	Mgmt	For	For

3.	THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MONSANTO COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DAVID L. CHICOINE, PH.D.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ARTHUR H. HARPER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: GWENDOLYN S. KING	Mgmt	For	For



1D.	ELECTION OF DIRECTOR: JON R. MOELLER	Mgmt	For	For

2.	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.	Mgmt	For	For

3.	ADVISORY, (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD.	Mgmt	For	For

5.	SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MSC INDUSTRIAL DIRECT CO., INC.


Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation

1.	DIRECTOR

	1	MITCHELL JACOBSON	Mgmt	For	For

	2	DAVID SANDLER	Mgmt	For	For

	3	JONATHAN BYRNES	Mgmt	For	For

	4	ROGER FRADIN	Mgmt	For	For

	5	ERIK GERSHWIND	Mgmt	For	For

	6	LOUISE GOESER	Mgmt	For	For

	7	DENIS KELLY	Mgmt	For	For

	8	PHILIP PELLER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.		Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.		Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NATIONAL OILWELL VARCO, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1A.	ELECTION OF DIRECTOR: MERRILL A. MILLER, JR.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: GREG L. ARMSTRONG	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: BEN A. GUILL	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: DAVID D. HARRISON	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: ROGER L. JARVIS	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ERIC L. MATTSON	Mgmt	For	For

2.	RATIFICATION OF INDEPENDENT AUDITORS.	Mgmt	For	For

3.	APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	APPROVE AMENDMENTS TO THE NATIONAL OILWELL VARCO, INC. LONG- TERM INCENTIVE PLAN.	Mgmt	For	For

5.	APPROVE THE NATIONAL OILWELL VARCO, INC. ANNUAL CASH INCENTIVE PLAN FOR EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NEOGEN CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 LON M. BOHANNON	Mgmt	For	For

	2 RICHARD T CROWDER, PH.D	Mgmt	For	For

	3 A. CHARLES FISCHER	Mgmt	For	For

2.	TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF EXECUTIVES.	Mgmt	For	For

3.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NUFARM LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

2	Adoption of the Remuneration Report	Mgmt	No vote

3.a	Re-election of Dr W B (Bruce) Goodfellow as a Director	Mgmt	No vote

3.b	Re-election of Mr F A (Frank) Ford as a Director	Mgmt	No vote

4	Issue of Performance Rights to Managing Director/CEO - Mr Doug Rathbone	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PALL CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: AMY E. ALVING	Mgmt	For	For

1B	ELECTION OF DIRECTOR: ROBERT B. COUTTS	Mgmt	For	For

1C	ELECTION OF DIRECTOR: MARK E. GOLDSTEIN	Mgmt	For	For

1D	ELECTION OF DIRECTOR: CHERYL W. GRISE	Mgmt	For	For

1E	ELECTION OF DIRECTOR: RONALD L. HOFFMAN	Mgmt	For	For

1F	ELECTION OF DIRECTOR: LAWRENCE D. KINGSLEY	Mgmt	For	For

1G	ELECTION OF DIRECTOR: DENNIS N. LONGSTREET	Mgmt	For	For

1H	ELECTION OF DIRECTOR: B. CRAIG OWENS	Mgmt	For	For

1I	ELECTION OF DIRECTOR: KATHARINE L. PLOURDE	Mgmt	For	For

1J	ELECTION OF DIRECTOR: EDWARD TRAVAGLIANTI	Mgmt	For	For

1K	ELECTION OF DIRECTOR: BRET W. WISE	Mgmt	For	For

2	RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

3	PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY’S BY-LAWS.	Mgmt	For	For

4	PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PENTAIR LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	RE-ELECTION OF DIRECTOR: T. MICHAEL GLENN	Mgmt	For	For

1B.	RE-ELECTION OF DIRECTOR: DAVID H.Y. HO	Mgmt	For	For

1C.	RE-ELECTION OF DIRECTOR: RONALD L. MERRIMAN	Mgmt	For	For

2.	TO APPROVE THE 2012 ANNUAL REPORT OF PENTAIR LTD., THE STATUTORY FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS OF PENTAIR LTD. FOR THE YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

3.	TO DISCHARGE THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FROM LIABILITY FOR THE YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

4A.	TO RE-ELECT DELOITTE AG AS STATUTORY AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING.	Mgmt	For	For

4B.	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

4C.	TO ELECT PRICEWATERHOUSECOOPERS AG AS SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING.	Mgmt	For	For

5A.	THE APPROPRIATION OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

5B.	THE CONVERSION AND APPROPRIATION OF RESERVES FROM CAPITAL CONTRIBUTIONS TO DISTRIBUTE AN ORDINARY CASH DIVIDEND.	Mgmt	For	For

6.	TO APPROVE BY ADVISORY VOTE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

7.	TO APPROVE PERFORMANCE GOALS AND RELATED MATTERS UNDER THE PENTAIR LTD. 2012 STOCK AND INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PENTAIR, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE THE MERGER AGREEMENT, DATED AS OF MARCH 27, 2012, AMONG TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., PANTHRO ACQUISITION CO., PANTHRO MERGER SUB, INC. AND PENTAIR, INC. AND THE TRANSACTIONS CONTEMPLATED THEREBY AND ALL OTHER ACTIONS OR MATTERS NECESSARY OR APPROPRIATE TO GIVE EFFECT TO THE MERGER AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREBY.	Mgmt	For	For

2.	TO VOTE, ON A NON-BINDING ADVISORY BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PENTAIR, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.	Mgmt	For	For

3.	TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

POLYPORE INTERNATIONAL INC.


Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1	CHARLES L. COONEY	Mgmt	For	For

	2	DAVID A. ROBERTS	Mgmt	For	For

	3	ROBERT B. TOTH	Mgmt	For	For

2.	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.		Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.		Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

RANGE RESOURCES CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ANTHONY V. DUB	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: V. RICHARD EALES	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: ALLEN FINKELSON	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JAMES M. FUNK	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: JONATHAN S. LINKER	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: MARY RALPH LOWE	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: KEVIN S. MCCARTHY	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JOHN H. PINKERTON	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: JEFFREY L. VENTURA	Mgmt	For	For

2.	A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.	Mgmt	Against	Against

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

4.	STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SANDERSON FARMS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 FRED BANKS, JR.	Mgmt	For	For

	2 TONI D. COOLEY	Mgmt	For	For

	3 ROBERT C. KHAYAT	Mgmt	For	For

	4 DIANNE MOONEY	Mgmt	For	For

	5 GAIL JONES PITTMAN	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: PETER L.S. CURRIE	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: TONY ISAAC	Mgmt	Against	Against

1C.	ELECTION OF DIRECTOR: K. VAMAN KAMATH	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: PAAL KIBSGAARD	Mgmt	For	For


1E.	ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ADRIAN LAJOUS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: MICHAEL E. MARKS	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: LUBNA S. OLAYAN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: L. RAFAEL REIF	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: TORE I. SANDVOLD	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: HENRI SEYDOUX	Mgmt	For	For

2.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	TO APPROVE THE COMPANY’S 2012 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS.	Mgmt	For	For

4.	TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

5.	TO APPROVE THE ADOPTION OF THE 2013 SCHLUMBERGER OMNIBUS INCENTIVE PLAN.	Mgmt	For	For

6.	TO APPROVE THE ADOPTION OF AN AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER DISCOUNT STOCK PURCHASE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SCHNITZER STEEL INDUSTRIES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 WILLIAM A. FURMAN	Mgmt	Withheld	Against

	2 WILLIAM D. LARSSON	Mgmt	Withheld	Against

	3 DAVID L. JAHNKE	Mgmt	For	For

2	TO VOTE ON ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SIGMA-ALDRICH CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: REBECCA M. BERGMAN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: GEORGE M. CHURCH	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MICHAEL L. MARBERRY	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: W. LEE MCCOLLUM	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: AVI M. NASH	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: STEVEN M. PAUL	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: J. PEDRO REINHARD	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: RAKESH SACHDEV	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: D. DEAN SPATZ	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: BARRETT A. TOAN	Mgmt	For	For


2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2013	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

STRATASYS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RATIFY (I) THE ELECTION OF MR. EYAL DESHEH AND MR. VICTOR LEVENTHAL AS EXTERNAL DIRECTORS OF STRATASYS LTD., EACH TO HOLD OFFICE FOR A THREE-YEAR TERM, SUBJECT TO, AND IN ACCORDANCE WITH, THE PROVISIONS OF THE ISRAELI COMPANIES LAW, 5759- 1999, AND (II) THE TERMS OF THEIR COMPENSATION.	Mgmt	For	For

2.	TO AUTHORIZE THE APPOINTMENT OF MR. S. SCOTT CRUMP AS THE CHIEF INNOVATION OFFICER OF STRATASYS LTD. REPORTING DIRECTLY TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY.	Mgmt	For	For

3.	TO APPROVE AN AMENDMENT TO THE STRATASYS LTD. 2012 OMNIBUS EQUITY INCENTIVE PLAN (THE “2012 PLAN”) INCREASING THE NUMBER OF ORDINARY SHARES, NOMINAL VALUE NEW ISRAELI SHEKEL 0.01 PER SHARE, CURRENTLY AUTHORIZED TO BE ISSUED UNDER THE 2012 PLAN FROM 2,500,000 TO 4,000,000.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

STRATASYS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF ASSOCIATION (THE “ARTICLES OF ASSOCIATION”) TO INCREASE THE NUMBER OF DIRECTORS CONSTITUTING THE COMPANY’S BOARD OF DIRECTORS (THE “BOARD”) FROM NINE TO TEN BY ADDING AN UNCLASSIFIED DIRECTOR AND TO MAKE CONFORMING CHANGES TO THE ARTICLES OF ASSOCIATION.	Mgmt	For	For


2.	CONTINGENT UPON APPROVAL OF PROPOSAL 1, TO ELECT MS. ZIVA PATIR, WHO ALSO QUALIFIES AS AN UNAFFILIATED DIRECTOR UNDER THE ISRAELI COMPANIES LAW 5759-1999, TO SERVE AS THE UNCLASSIFIED DIRECTOR OF THE COMPANY, AND TO APPROVE THE TERMS OF HER COMPENSATION.	Mgmt	For	For

3A.	TO APPROVE THE TERMS OF THE COMPENSATION OF MR. EDWARD J. FIERKO AS DIRECTOR OF THE COMPANY.	Mgmt	For	For

3B.	TO APPROVE THE TERMS OF THE COMPENSATION OF MR. JOHN J. MCELENEY AS DIRECTOR OF THE COMPANY.	Mgmt	For	For

3C.	TO APPROVE THE TERMS OF THE COMPENSATION OF MR. CLIFFORD H. SCHWIETER AS DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	TO APPROVE THE TERMS OF UP TO FOUR (4) GRANTS OF OPTIONS, EACH CONSISTING OF THE RIGHT TO PURCHASE 100,000 ORDINARY SHARES, NOMINAL VALUE NEW ISRAELI SHEKELS (“NIS”) 0.01 PER SHARE, OF STRATASYS LTD. (“ORDINARY SHARES”), TO MR. S. SCOTT CRUMP, OUR CHAIRMAN AND CHIEF INNOVATION OFFICER, AS OF THE DATE OF THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND ON THE FIRST THREE (3) ANNIVERSARIES THEREOF, PROVIDED THAT HE THEN REMAINS EMPLOYED AS OUR CHIEF INNOVATION OFFICER.	Mgmt	For	For

5.	TO APPROVE A CASH BONUS IN AN AMOUNT OF NIS 460,000 (APPROXIMATELY $127,000) TO BE PAID TO MR. DAVID REIS, OUR CHIEF EXECUTIVE OFFICER, IN RESPECT OF HIS PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 2012, AS DETERMINED BY THE BOARD PURSUANT TO ITS DISCRETIONARY AUTHORITY UNDER MR. REIS’ EXISTING EMPLOYMENT AGREEMENT.	Mgmt	For	For

6.	TO APPROVE AN INCREASE IN THE COVERAGE UNDER THE COMPANY’S DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY TO AGGREGATE MAXIMUM COVERAGE OF $60 MILLION AND AN ADDITIONAL $15 MILLION FOR A- SIDE COVERAGE FOR DIRECTORS AND OFFICERS.	Mgmt	For	For

7.	TO APPROVE AN AMENDMENT TO THE ARTICLES OF ASSOCIATION TO INCREASE THE NUMBER OF AUTHORIZED ORDINARY SHARES FROM 60 MILLION ORDINARY SHARES TO 180 MILLION ORDINARY SHARES AND TO CORRESPONDINGLY INCREASE THE SHARE CAPITAL OF THE COMPANY FROM NIS 600,000 TO NIS 1,800,000.	Mgmt	Against	Against



8.	TO RE-APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LIMITED, AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013 AND UNTIL ITS NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THE BOARD (UPON RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD) TO FIX THEIR REMUNERATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SUNOPTA INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JAY AMATO	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: STEVEN BROMLEY	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MICHAEL DETLEFSEN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: PETER FRASER	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: DOUGLAS GREENE	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: VICTOR HEPBURN	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: KATRINA HOUDE	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JEREMY KENDALL	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: ALAN MURRAY	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: ALLAN ROUTH	Mgmt	For	For


2.	AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE THE DIRECTORS OF THE COMPANY I) TO FIX THE NUMBER OF DIRECTORS TO BE ELECTED BY THE SHAREHOLDERS AT NO LESS THAN A MINIMUM OF FIVE AND NO MORE THAN A MAXIMUM OF 15, AND II) TO APPOINT ONE OR MORE ADDITIONAL DIRECTORS BETWEEN MEETINGS OF SHAREHOLDERS, PROVIDED THE TOTAL NUMBER OF DIRECTORS SO APPOINTED DOES NOT EXCEED ONE-THIRD OF THE NUMBER OF DIRECTORS ELECTED AT THE PREVIOUS ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	For	For

3.	APPROVAL OF 2013 STOCK INCENTIVE PLAN	Mgmt	For	For

4.	APPOINTMENT OF DELOITTE LLP	Mgmt	For	For

5.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SYNGENTA AG, BASEL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 154692, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

1.1	Approval of the annual report, including the annual financial statements and the group consolidated financial statements for the year 2012	Mgmt	For	For

1.2	Consultative vote on the compensation system	Mgmt	Against	Against


2	Discharge of the members of the board of directors and the executive committee	Mgmt	For	For

3	Appropriation of the available earnings as per balance sheet 2012 and dividend decision: CHF 9.50 per share	Mgmt	For	For

4.1	Re-election of Michael Mack to the board of director	Mgmt	Against	Against

4.2	Re-election of Jacques Vincent to the board of director	Mgmt	For	For

4.3	Election of Eleni Gabre-Madhin to the board of director	Mgmt	For	For

4.4	Election of Eveline Saupper to the board of director	Mgmt	For	For

5	Election of the external auditor Ernst and Young Ag	Mgmt	For	For

6	Additional and/or counter - proposals	Mgmt	Abstain	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

THE FRESH MARKET, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RAY BERRY	Mgmt	For	For

	2 JEFFREY NAYLOR	Mgmt	For	For

	3 JANE THOMPSON	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2013 FISCAL YEAR.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

THE HAIN CELESTIAL GROUP, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 IRWIN D. SIMON	Mgmt	For	For

	2 RICHARD C. BERKE	Mgmt	For	For

	3 JACK FUTTERMAN	Mgmt	For	For

	4 MARINA HAHN	Mgmt	For	For

	5 ANDREW R. HEYER	Mgmt	For	For

	6 BRETT ICAHN	Mgmt	For	For

	7 ROGER MELTZER	Mgmt	Withheld	Against

	8 SCOTT M. O’NEIL	Mgmt	For	For

	9 DAVID SCHECHTER	Mgmt	For	For

	10 LAWRENCE S. ZILAVY	Mgmt	For	For

2	TO VOTE, ON AN ADVISORY BASIS, FOR THE COMPENSATION AWARDED TO THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED JUNE 30, 2012, AS SET FORTH IN THE PROXY STATEMENT.	Mgmt	Against	Against

3	TO APPROVE THE AMENDMENT OF THE AMENDED AND RESTATED 2002 LONG TERM INCENTIVE AND STOCK AWARD PLAN.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

TIDEWATER INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 M. JAY ALLISON	Mgmt	For	For



	2 JAMES C. DAY	Mgmt	For	For

	3 RICHARD T. DU MOULIN	Mgmt	For	For

	4 MORRIS E. FOSTER	Mgmt	For	For

	5 J. WAYNE LEONARD	Mgmt	For	For

	6 JON C. MADONNA	Mgmt	For	For

	7 JOSEPH H. NETHERLAND	Mgmt	For	For

	8 RICHARD A. PATTAROZZI	Mgmt	For	For

	9 JEFFREY M. PLATT	Mgmt	For	For

	10 NICHOLAS J. SUTTON	Mgmt	For	For

	11 CINDY B. TAYLOR	Mgmt	For	For

	12 DEAN E. TAYLOR	Mgmt	For	For

	13 JACK E. THOMPSON	Mgmt	For	For

2.	SAY ON PAY VOTE - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT).	Mgmt	For	For

3.	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

TYSON FOODS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JOHN TYSON	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: KATHLEEN M. BADER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: GAURDIE E. BANISTER JR.	Mgmt	For	For


1D.	ELECTION OF DIRECTOR: JIM KEVER	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: KEVIN M. MCNAMARA	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: BRAD T. SAUER	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ROBERT THURBER	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: BARBARA A. TYSON	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: ALBERT C. ZAPANTA	Mgmt	For	For

2.	TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN.	Mgmt	For	For

3.	TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE TYSON FOODS, INC. EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For

4.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

UMICORE SA, BRUXELLES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting


CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

O.1	Receive directors and auditors reports	Non-Voting

O.2	Approve remuneration report	Mgmt	For	For

O.3	Approve financial statements, allocation of income, and dividends of EUR 1.00 per share	Mgmt	For	For

O.4	Receive consolidated financial statements and statutory reports	Non-Voting

O.5	Approve discharge of directors	Mgmt	For	For

O.6	Approve discharge of auditors	Mgmt	For	For

O.7.1	Re-elect Isabelle Bouillot as director	Mgmt	For	For

O.7.2	Re-elect Shohei Naito as director	Mgmt	For	For

O.7.3	Elect Frans Van Daele as independent director	Mgmt	For	For

O.7.4	Elect Barabara Kux as independent director	Mgmt	For	For

O.7.5	Approve remuneration of directors	Mgmt	For	For

E.1	Authorize repurchase of up to 10 percent of issued share capital	Mgmt	For	For

CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL FOR EGM RESOLUTION ON 23 MAY 2013 AT 15:00. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

UNITED NATURAL FOODS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: PETER ROY	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: RICHARD J. SCHNIEDERS	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 3, 2013.	Mgmt	For	For

3.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF THE UNITED NATURAL FOODS, INC. 2012 EQUITY INCENTIVE PLAN.	Mgmt	For	For

5.	THE STOCKHOLDER PROPOSAL IF PROPERLY PRESENTED AT THE ANNUAL MEETING.	Shr	For	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WACKER CHEMIE AG, MUENCHEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 17.04.13 , WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 23.04.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted Annual Financial Statements as per December 31, 2012, the approved Consolidated Financial Statements as per December 31, 2012, the combined 2012 Management Report, the 2012 Supervisory Board Report and the Executive Board’s Explanatory Report on the information pursuant to Section 289, Subsection 4, and Section 315, Subsection 4 of the German Commercial Code (HGB)	Non-Voting

2.	The Executive and Supervisory Boards propose that 2012’s retained profit amounting to EUR 654,366,529.33 be appropriated as follows: 1. Distribution to shareholders: EUR 29.806, 789.80 As the capital stock of EUR260, 763,000.00 is composed of 52,152,600 no-par-value shares and the 2,474,617 treasury shares held by the Company do not entitle the Company to any rights, the distribution to shareholders corresponds to a total dividend per dividend-bearing share of EUR0.60.2. Appropriation of retained earnings EUR0.00, 3. Profit carried forward to new account EUR 624,559,739.53	Mgmt	For	For

3.	Resolution on the Ratification of the Actions of the Executive Board	Mgmt	For	For

4.	Resolution on the Ratification of the Actions of the Supervisory Board	Mgmt	For	For


5.	Resolution on the Nomination of Auditor: KPMG AG Wirtschaftsprufungsgesellschaft, Munich	Mgmt	For	For

6.a	Elect Matthias Biebl, Munich to the supervisory board	Mgmt	For	For

6.b	Elect Dr. Gregor Biebl, Munchen to the supervisory board	Mgmt	For	For

6.c	Elect Franz-Josef Kortuem, Munich to the supervisory board	Mgmt	For	For

6.d	Elect Thomas Struengmann, Tegernsee to the supervisory board	Mgmt	For	For

6.e	Elect Bernd W. Voss Kronberg i.T. to the supervisory board	Mgmt	For	For

6.f	Elect Peter-Alexander Wacker, Starnberg to the supervisory board	Mgmt	Against	Against

6.g	Elect Susanne Weiss, Munich to the supervisory board	Mgmt	For	For

6.h	Elect Ernst-Ludwig Winnacker, Munich to the supervisory board	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WESTPORT INNOVATIONS INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 JOHN A. BEAULIEU	Mgmt	For	For

	2 WARREN J. BAKER	Mgmt	Withheld	Against

	3 M.A. (JILL) BODKIN	Mgmt	For	For

	4 DAVID R. DEMERS	Mgmt	For	For

	5 NANCY S. GOUGARTY	Mgmt	For	For

	6 PHILIP B. HODGE	Mgmt	For	For


	7 DEZSÖ J. HORVÁTH	Mgmt	For	For

	8 DOUGLAS R. KING	Mgmt	For	For

	9 ALBERT T. MARINGER	Mgmt	For	For

	10 GOTTFRIED (GUFF) MUENCH	Mgmt	For	For

02	APPOINTMENT OF KPMG LLP AS AUDITORS OF THE CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Mgmt	For	For

03	TO APPROVE THE AMENDMENT OF THE CORPORATION’S OMNIBUS INCENTIVE PLAN TO PROVIDE FOR AN INCREASE IN THE NUMBER OF AWARDS AVAILABLE FOR ISSUANCE THEREUNDER AS DESCRIBED IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED FEBRUARY 28, 2013 AND ACCOMPANYING THIS VOTING INSTRUCTION FORM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WHOLE FOODS MARKET, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DR. JOHN ELSTROTT	Mgmt	For	For

	2 GABRIELLE GREENE	Mgmt	For	For

	3 SHAHID (HASS) HASSAN	Mgmt	For	For

	4 STEPHANIE KUGELMAN	Mgmt	For	For

	5 JOHN MACKEY	Mgmt	For	For

	6 WALTER ROBB	Mgmt	For	For

	7 JONATHAN SEIFFER	Mgmt	For	For

	8 MORRIS (MO) SIEGEL	Mgmt	For	For

	9 JONATHAN SOKOLOFF	Mgmt	For	For

	10 DR. RALPH SORENSON	Mgmt	For	For

	11 W. (KIP) TINDELL, III	Mgmt	For	For



2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2013.	Mgmt	For	For

3.	TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	TO RATIFY THE AMENDMENT OF THE COMPANY’S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE PURSUANT TO SUCH PLAN BY AN ADDITIONAL 14.5 MILLION SHARES AND INCREASE THE NUMBER OF SHARES BY WHICH THE PLAN POOL IS REDUCED FOR EACH FULL VALUE AWARD FROM 2 TO 2.25.	Mgmt	For	For

5.	SHAREHOLDER PROPOSAL REGARDING EXTENDED PRODUCER RESPONSIBILITY FOR POST-CONSUMER PRODUCT PACKAGING.	Shr	Against	For

6.	SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO HAVE, WHENEVER POSSIBLE, AN INDEPENDENT CHAIRMAN OF THE BOARD WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

XYLEM INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: CURTIS J. CRAWFORD	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ROBERT F. FRIEL	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: SURYA N. MOHAPATRA	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

3.	TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For


4.	TO VOTE ON A MANAGEMENT PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS STARTING IN 2016.	Mgmt	For	For

5.	TO VOTE ON A SHAREOWNER PROPOSAL TO ALLOW SHAREOWNERS TO CALL A SPECIAL MEETING.	Shr	For	Against

Manning & Napier Fund, Inc. International Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. International Series

AAREAL BANK AG, WIESBADEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 01 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 07 MAY 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the confirmed annual financial statements and the approved consolidated financial statements, of the management report for the Company and the Group, the information in accordance with sections 289 (4) and 315 (4) of the German Commercial Code (HGB) as well as the Report by the Supervisory Board for the 2012 financial year	Non-Voting

2.	Passing of a resolution on the appropriation of net retained profit for the 2012 financial year	Mgmt	For	For

3.	Passing of a resolution on the formal approval of the members of the Management Board for the 2012 financial year	Mgmt	For	For

4.	Passing of a resolution on the formal approval of the members of the Supervisory Board for the 2012 financial year	Mgmt	For	For

5.	Appointment of External Auditors: PricewaterhouseCoopers AG, Frankfurt	Mgmt	For	For

6.a	New election to the Supervisory Board: Marija G. Korsch	Mgmt	For	For


6.b	New election to the Supervisory Board: Richard Peters	Mgmt	For	For

7.a	Resolution on amendments to the Memorandum and Articles of Association: Amendment to Article 4 (1) of the Memorandum and Articles of Association (Notifications and Information)	Mgmt	For	For

7.b	Resolution on amendments to the Memorandum and Articles of Association: Amendment to Article 12 (3) sentence 3 of the Memorandum and Articles of Association (Passing of Resolutions)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ABB LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
2.1	APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL STATEMENTS FOR 2012	Mgmt	For	For

2.2	CONSULTATIVE VOTE ON THE 2012 REMUNERATION REPORT	Mgmt	For	For

3	DISCHARGE OF THE BOARD OF DIRECTORS AND THE PERSONS ENTRUSTED WITH MANAGEMENT	Mgmt	For	For

4	APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION OF CAPITAL CONTRIBUTION RESERVE	Mgmt	For	For

5	RENEWAL OF AUTHORIZED SHARE CAPITAL	Mgmt	For	For

6.1	RE-ELECTION TO THE BOARD OF DIRECTOR: ROGER AGNELLI	Mgmt	For	For

6.2	RE-ELECTION TO THE BOARD OF DIRECTOR: LOUIS R. HUGHES	Mgmt	For	For

6.3	RE-ELECTION TO THE BOARD OF DIRECTOR: HANS ULRICH MARKI	Mgmt	For	For

6.4	RE-ELECTION TO THE BOARD OF DIRECTOR: MICHEL DE ROSEN	Mgmt	For	For

6.5	RE-ELECTION TO THE BOARD OF DIRECTOR: MICHAEL TRESCHOW	Mgmt	For	For

6.6	RE-ELECTION TO THE BOARD OF DIRECTOR: JACOB WALLENBERG	Mgmt	Against	Against

6.7	RE-ELECTION TO THE BOARD OF DIRECTOR: YING YEH	Mgmt	For	For

6.8	RE-ELECTION TO THE BOARD OF DIRECTOR: HUBERTUS VON GRUNBERG	Mgmt	For	For

7	RE-ELECTION OF THE AUDITORS ERNST & YOUNG AG	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AGGREKO PLC, GLASGOW



Security:	G0116S169	Agenda Number:	704341091

Ticker:		Meeting Type:	AGM

ISIN:	GB00B4WQ2Z29	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Receipt of Reports and adoption of Accounts	Mgmt	For	For

2	Approval of Remuneration Report	Mgmt	For	For

3	Declaration of Dividend	Mgmt	For	For

4	Election of Mr D Das	Mgmt	For	For

5	Election of Mr A Satrazemis	Mgmt	For	For

6	Election of Mr D J B Taylor-Smith	Mgmt	For	For

7	Election of Ms D L P Layfield	Mgmt	For	For

8	Election of Ms R A K McDonald	Mgmt	For	For

9	Re-election of Mr K G Hanna	Mgmt	For	For

10	Re-election of Mr A G Cockburn	Mgmt	For	For

11	Re-election of Mr R C Soames	Mgmt	For	For

12	Re-election of Mr D C M Hamill	Mgmt	For	For

13	Re-election of Mr R J King	Mgmt	For	For

14	Re-election of Mr R J MacLeod	Mgmt	For	For

15	Re-appointment of auditor	Mgmt	For	For

16	Authorise Audit Committee to determine remuneration of auditor	Mgmt	For	For



17	Authority to allot shares	Mgmt	For	For

18	Disapplication of pre-emption rights	Mgmt	For	For

19	Purchase of own shares	Mgmt	For	For

20	General meetings on 14 clear days’ notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

ALCATEL-LUCENT



Security:	013904305	Agenda Number:	933747517

Ticker:	ALU	Meeting Type:	Annual

ISIN:	US0139043055	Meeting Date:	5/7/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1	APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

O2	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.	Mgmt	For	For

O3	EARNINGS - ALLOCATION OF INCOME.	Mgmt	For	For

O4	APPOINTMENT OF MR. MICHEL COMBES AS DIRECTOR.	Mgmt	For	For

O5	RENEWAL OF THE TERM OF OFFICE OF MS. CARLA CICO AS DIRECTOR.	Mgmt	For	For

O6	RENEWAL OF THE TERM OF OFFICE OF MR. PHILIPPE CAMUS AS DIRECTOR.	Mgmt	For	For

O7	RENEWAL OF THE TERM OF OFFICE OF MR. JEAN C. MONTY AS DIRECTOR.	Mgmt	For	For

O8	RATIFICATION OF THE APPOINTMENT BY COOPTATION OF MS. KIM CRAWFORD GOODMAN AS DIRECTOR.	Mgmt	For	For

O9	APPOINTMENT OF A BOARD OBSERVER.	Mgmt	Against	Against

O10	APPROVAL OF A COMMITMENT IN FAVOR OF MR. MICHEL COMBES WITH RESPECT TO PENSION BENEFITS.	Mgmt	Against	Against

O11	APPROVAL OF A COMMITMENT IN FAVOR OF MR. MICHEL COMBES UPON TERMINATION OF FUNCTION.	Mgmt	For	For

O12	AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S OWN SHARES.	Mgmt	For	For



E13	AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECREASE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES.	Mgmt	For	For

E14	CAPITAL REDUCTION TO BE CARRIED OUT BY REDUCING THE NOMINAL VALUE OF THE COMPANY’S SHARES (FOR PURPOSES OTHER THAN OFFSETTING ACCOUNTING LOSSES) AND ALLOCATION OF THE AMOUNT OF THE CAPITAL REDUCTION TO THE SHARE PREMIUM ACCOUNT.	Mgmt	For	For

E15	POWERS TO CARRY OUT FORMALITIES.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ALLIANZ SE, MUENCHEN



Security:	D03080112	Agenda Number:	704355076

Ticker:		Meeting Type:	AGM

ISIN:	DE0008404005	Meeting Date:	5/7/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian’s accounts, please contact your CSR for more information. Please also note the following link: https://materials.proxyvote.com/Approved/99999Z/19840101/NPS_160726.PDF	Non-Voting

	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting



	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 22 APR 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2012, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to Section 289(4), 315(4) and Section 289 (5) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for fiscal year 2012	Non-Voting

2.	Appropriation of net earnings	Mgmt	For	For

3.	Approval of the actions of the members of the Management Board	Mgmt	For	For

4.	Approval of actions of the members of the Supervisory Board	Mgmt	For	For

5.	By-election to the Supervisory Board	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ALSTRIA OFFICE REIT-AKTIENGESELLSCHAFT, HAMBURG



Security:	D0378R100	Agenda Number:	704438731

Ticker:		Meeting Type:	AGM

ISIN:	DE000A0LD2U1	Meeting Date:	5/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 08 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14 MAY 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting



1.	Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management reports of Alstria Office REIT-AG and the consolidated group as at December 31, 2012 and the explanatory report of the management board on the information in accordance with Sec. 289 para. 4 and 315 para. 4 of the German Commercial Code (Handelsgesetzbuch, HGB), the recommendation of the management board on the appropriation of the annual net profit and the report of the supervisory board for the 2012 financial year	Non-Voting

2.	Appropriation of the annual net profit for the 2012 financial year: The management board and supervisory board hereby propose appropriating the annual net profit generated in the 2012 financial year in the amount of EUR 39,500,000.00 as follows: a) Distribution of EUR 39,466,743.50 to the shareholders, i.e., a dividend of EUR 0.50 per no-par value share entitled to dividends. b) Transfer to revenue reserves in the amount of EUR 0.00. c) Profit carried forward in the amount of EUR 33,256.50	Mgmt	For	For

3.	Formal approval of the actions of the members of the management board for the 2012 financial year	Mgmt	For	For

4.	Formal approval of the actions of the members of the supervisory board for the 2012 financial year	Mgmt	For	For

5.	Appointment of the auditors and group auditors for the 2013 financial year and for the review of the half-year financial report as at June 30, 2013: At the recommendation of its audit committee, the supervisory board hereby proposes adopting the following resolutions: a) Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft, Hamburg branch, shall be appointed as auditors of the annual and the consolidated financial statements for the 2013 financial year. b) Deloitte & Touche GmbHWirtschaftsprufungsgesellschaft, Hamburgbranch, shall also be appointed as auditors to review the half year financial report 2013	Mgmt	For	For

6.	Creation of a new Authorized Capital 2013 with the option to exclude subscription rights, cancellation of Authorized Capital 2012 and corresponding amendment of the Articles of Association: Sec. 5 para. 3 and para. 4	Mgmt	For	For

7.	Authorization to issue bonds with warrants or convertible bonds, profit participation rights or participating bonds and to exclude subscription rights, creation of a new Conditional Capital 2013, cancellation of the Conditional Capital 2010 and corresponding amendment of the Articles of Association	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ASTRAZENECA PLC



Security:	046353108	Agenda Number:	933755918

Ticker:	AZN	Meeting Type:	Annual

ISIN:	US0463531089	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE COMPANY’S ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

2.	TO CONFIRM DIVIDENDS	Mgmt	For	For

3.	TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR	Mgmt	For	For



4.	TO AUTHORISE THE DIRECTORS TO AGREE TO THE REMUNERATION OF THE AUDITOR	Mgmt	For	For

5A.	RE-ELECTION OF DIRECTOR: LEIF JOHANSSON	Mgmt	For	For

5B.	RE-ELECTION OF DIRECTOR: PASCAL SORIOT	Mgmt	For	For

5C.	RE-ELECTION OF DIRECTOR: SIMON LOWTH	Mgmt	For	For

5D.	RE-ELECTION OF DIRECTOR: GENEVIEVE BERGER	Mgmt	For	For

5E.	RE-ELECTION OF DIRECTOR: BRUCE BURLINGTON	Mgmt	For	For

5F.	RE-ELECTION OF DIRECTOR: GRAHAM CHIPCHASE	Mgmt	For	For

5G.	RE-ELECTION OF DIRECTOR: JEAN-PHILIPPE COURTOIS	Mgmt	Against	Against

5H.	RE-ELECTION OF DIRECTOR: RUDY MARKHAM	Mgmt	For	For

5I.	RE-ELECTION OF DIRECTOR: NANCY ROTHWELL	Mgmt	For	For

5J.	RE-ELECTION OF DIRECTOR: SHRITI VADERA	Mgmt	For	For

5K.	RE-ELECTION OF DIRECTOR: JOHN VARLEY	Mgmt	For	For

5L.	RE-ELECTION OF DIRECTOR: MARCUS WALLENBERG	Mgmt	Against	Against

6.	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

7.	TO AUTHORISE LIMITED EU POLITICAL DONATIONS	Mgmt	For	For

8.	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Mgmt	For	For

9.	TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For

10.	TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For

11.	TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

ASTRAZENECA PLC, LONDON



Security:	G0593M107	Agenda Number:	704386211

Ticker:		Meeting Type:	AGM

ISIN:	GB0009895292	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Company’s Accounts and the Reports of the Directors and Auditor for the year ended 31 December 2012	Mgmt	For	For

2	To confirm the first interim dividend of USD0.90 (58.1 pence, SEK 6.26) per ordinary share and to confirm as the final dividend for 2012 the second interim dividend of USD1.90 (120.5 pence, SEK 12.08) per ordinary share	Mgmt	For	For

3	To reappoint KPMG Audit Plc London as Auditor	Mgmt	For	For

4	To authorise the Directors to agree the remuneration of the Auditor	Mgmt	For	For

5A	To re-elect Leif Johansson as a Director	Mgmt	For	For

5B	To elect Pascal Soriot as a Director	Mgmt	For	For

5C	To re-elect Simon Lowth as a Director	Mgmt	For	For

5D	To re-elect Genevieve Berger as a Director	Mgmt	For	For

5E	To re-elect Bruce Burlington as a Director	Mgmt	For	For

5F	To re-elect Graham Chipchase as a Director	Mgmt	For	For

5G	To re-elect Jean-Philippe Courtois as a Director	Mgmt	Against	Against

5H	To re-elect Rudy Markham as a Director	Mgmt	For	For

5I	To re-elect Nancy Rothwell as a Director	Mgmt	For	For

5J	To re-elect Shriti Vadera as a Director	Mgmt	For	For

5K	To re-elect John Varley as a Director	Mgmt	For	For

5L	To re-elect Marcus Wallenberg as a Director	Mgmt	Against	Against

6	To approve the Directors’ Remuneration Report for the year ended 31 December 2012	Mgmt	For	For



7	To authorise limited EU political donations	Mgmt	For	For

8	To authorise the Directors to allot shares	Mgmt	For	For

9	To authorise the Directors to disapply pre emption rights	Mgmt	For	For

10	To authorise the Company to purchase its own shares	Mgmt	For	For

11	To reduce the notice period for general meetings	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

AVEVA GROUP PLC, CAMBRIDGE



Security:	G06812112	Agenda Number:	703930431

Ticker:		Meeting Type:	AGM

ISIN:	GB00B15CMQ74	Meeting Date:	7/12/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the reports of the Directors, accounts of the Company and the auditor’s reports for the year ended 31 March 2012	Mgmt	For	For

2	To approve the Directors’ remuneration report for the year ended 31 March 2012	Mgmt	Against	Against

3	To declare a final dividend of 17 pence pershare in respect of the year ended 31 March 2012	Mgmt	For	For

4	To elect Philip Aiken as a Director of the Company	Mgmt	For	For

5	To re-elect Richard Longdon as a Director of the Company	Mgmt	For	For

6	To re-elect James Kidd as a Director of the Company	Mgmt	For	For

7	To re-elect Jonathan Brooks as a Director of the Company	Mgmt	For	For

8	To re-elect Philip Dayer as a Director of the Company	Mgmt	For	For

9	To re-elect Herve Couturier as a Director of the Company	Mgmt	For	For

10	To re-appoint Ernst & Young LLP as the auditor of the Company	Mgmt	For	For



11	To authorise the Directors to fix the remuneration of the auditor	Mgmt	For	For

12	To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006	Mgmt	For	For

13	To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	Mgmt	For	For

14	To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006	Mgmt	For	For

15	To allow 14 days’ notice of general meetings	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AXA SA, PARIS



Security:	F06106102	Agenda Number:	704278945

Ticker:		Meeting Type:	MIX

ISIN:	FR0000120628	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF” ABSTAIN” WILL BE TREATED AS AN “ AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0222/201302221300388.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0322/201303221300871.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income for the financial year 2012and setting the dividend at Euros 0.72 per share	Mgmt	For	For

O.4	Approval of the regulated Agreements pursuant to Article L.225-38 of the Commercial Code	Mgmt	For	For

O.5	Renewal of term of Mr. Ramon de Oliveira as Board member	Mgmt	For	For



O.6	Renewal of term of Mrs. Dominique Reiniche as Board member	Mgmt	For	For

O.7	Ratification of the cooptation of Mr. Jean-Pierre Clamadieu as Board member	Mgmt	For	For

O.8	Appointment of Mrs. Deanna Oppenheimer as Board member	Mgmt	For	For

O.9	Appointment of Mr. Paul Hermelin as Board member	Mgmt	For	For

O.10	Setting the annual amount of attendance allowances to be allocated to the Board of Directors	Mgmt	For	For

O.11	Authorization granted to the Board of Directors to purchase ordinary shares of the Company	Mgmt	For	For

E.12	Delegation of authority granted to the Board of Directors to increase share capital by incorporation of reserves, profits or premiums	Mgmt	For	For

E.13	Delegation of authority granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company or of one of its subsidiaries while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company or of one of its subsidiaries without shareholders’ preferential subscription rights through public offers	Mgmt	For	For

E.15	Delegation of authority granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company or of one of its subsidiaries without shareholders’ preferential subscription rights through private placement pursuant to Article L.411-2, II of the Monetary and Financial Code	Mgmt	For	For

E.16	Authorization granted to the Board of Directors to set the issue price according to the terms established by the General Meeting within the limit of 10% of capital, in the event if issuance without shareholders’ preferential subscription rights through public offers or private placements	Mgmt	For	For

E.17	Delegation of authority granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company, in case of public exchange offer initiated by the Company	Mgmt	For	For

E.18	Delegation of authority granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company, in consideration for in-kind contribution within the limit of 10% of share capital outside of a public exchange offer initiated by the Company	Mgmt	For	For

E.19	Delegation of authority granted to the Board of Directors to issue ordinary shares without shareholders’ preferential subscription rights, as a result of issue by its subsidiaries of securities giving access to ordinary shares of the Company	Mgmt	For	For



E.20	Delegation of authority granted to the Board of Directors to issue securities entitling to the allotment of debt securities without giving rise to a capital increase of the Company	Mgmt	For	For

E.21	Delegation of powers granted to the Board of Directors to increase share capital by issuing ordinary shares or securities giving access to ordinary shares of the Company reserved for members of a Company Savings Plan without shareholders’ preferential subscription rights	Mgmt	For	For

E.22	Delegation of powers granted to the Board of Directors to increase share capital by issuing ordinary shares without shareholders’ preferential subscription rights in favor of a specific class of beneficiaries	Mgmt	For	For

E.23	Authorization granted to the Board of Directors to reduce share capital by cancellation of ordinary shares	Mgmt	For	For

E.24	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BARRY CALLEBAUT AG, ZUERICH


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAYVARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 935348, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT A RESUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

3.1	Approval of the annual report	Mgmt	For	For

3.2	Consultative vote on the compensation report	Mgmt	Against	Against

3.3	Approval of the annual financial statements and the consolidated financial statements as at August 31, 2012	Mgmt	For	For

4.1	Allocation of reserves from capital contributions to free reserves	Mgmt	For	For

4.2	Distribution of a dividend	Mgmt	For	For

4.3	Appropriation of available retained earnings	Mgmt	For	For



4.4	Capital reduction to settle a repayment of par value to the shareholders	Mgmt	For	For

5	Granting of discharge to the members of the board of directors and the executive committee	Mgmt	For	For

6.1.1	Re-election of Andreas Jacobs	Mgmt	For	For

6.1.2	Re-election of Andreas Schmid	Mgmt	Against	Against

6.1.3	Re-election of James L. Donald	Mgmt	For	For

6.1.4	Re-election of Markus Fiechter	Mgmt	For	For

6.1.5	Re-election of Jakob Baer	Mgmt	For	For

6.1.6	Re-election of Ajai Puri	Mgmt	For	For

6.2	New election of Nicolas Jacobs	Mgmt	For	For

7	Re-election of the auditors / KPMG AG, Zurich	Mgmt	For	For

8	Ad-hoc	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

BARRY CALLEBAUT AG, ZUERICH


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 177965, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1	Creation of authorized capital for the purpose of financing or refinancing the acquisition of the Cocoa Ingredients Division from Petra Foods Limited, Singapore (authorized capital increase)	Mgmt	For	For


2.1	Election of new member to the Board of Directors: Mr. Fernando Aguirre	Mgmt	For	For

2.2	Election of new member to the Board of Directors: Mr. Timothy E. Minges	Mgmt	For	For

3	Additional and/or counter-proposals	Mgmt	For	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR NAMES. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

BASF SE, LUDWIGSHAFEN/RHEIN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodians accounts, please contact your CSR for more information. Please consider the following link: https://materials.proxyvote.com/Approved/99999Z/19840101/OTHER_153994.PDF	Non-Voting

	The sub custodians have also advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting


	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 11.04.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the approved Financial Statements of BASF SE and the approved Consolidated Financial Statements of the BASF Group for the financial year 2012; presentation of the Managements Analyses of BASF SE and the BASF Group for the financial year 2012 including the explanatory reports on the data according to Section 289(4) and Section 315 (4) of the German Commercial Code; presentation of the Report of the Supervisory Board	Non-Voting

2.	Adoption of a resolution on the appropriation of profit	Mgmt	For	For

3.	Adoption of a resolution giving formal approval to the actions of the members of the Supervisory Board	Mgmt	For	For

4.	Adoption of a resolution giving formal approval to the actions of the members of the Board of Executive Directors	Mgmt	For	For

5.	Election of the auditor for the financial year 2013: KPMG AG	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BAYER AG, LEVERKUSEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodians accounts, please contact your CSR for more information. Please also have a look at the following link: https://materials.proxyvote.com/Approved/99999Z/19840101/OTHER_153994.PDF	Non-Voting


	The sub custodians have also advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT(WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 11.04.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements and the approved consolidated financial statements, the Combined Management Report, the report of the Supervisory Board, the explanatory report by the Board of Management on takeover-related information and the proposal by the Board of Management on the use of the distributable profit for the fiscal year 2012. Resolution on the use of the distributable profit.	Mgmt	For	For

2.	Ratification of the actions of the members of the Board of Management	Mgmt	For	For

3.	Ratification of the actions of the members of the Supervisory Board	Mgmt	For	For

4.	Approval of the Control and Profit and Loss Transfer Agreement between the Company and Bayer Beteiligungsverwaltung Goslar GmbH	Mgmt	For	For

5.	Election of the auditor of the financial statements and for the review of the half-yearly financial report	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BELLE INTERNATIONAL HOLDINGS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2013/0419/LTN20130419897.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2013/0419/LTN20130419859.pdf	Non-Voting

1	To receive and consider the audited consolidated financial statements and reports of the directors and auditor of the Company for the year ended 31 December 2012	Mgmt	For	For

2	To declare final dividend for the year ended 31 December 2012	Mgmt	For	For

3	To re-appoint PricewaterhouseCoopers as the Company’s auditor and to authorise the board of directors of the Company to fix the auditor’s remuneration	Mgmt	For	For

4.ai	To re-elect Mr. Tang King Loy as an executive director of the Company	Mgmt	For	For

4.aii	To re-elect Mr. Gao Yu as a non-executive director of the Company	Mgmt	For	For

4aiii	To re-elect Mr. Chan Yu Ling, Abraham as an independent non-executive director of the Company	Mgmt	For	For

4b	To authorise the board of directors of the Company to fix the remuneration of the directors	Mgmt	For	For

5	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution	Mgmt	Against	Against

6	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution	Mgmt	For	For

7	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

BHARAT HEAVY ELECTRICALS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2012 and the Profit & Loss Account for the financial year ended on that date together with the Directors’ Report and Auditors’ Report thereon	Mgmt	For	For

2	To declare dividend for the year 2011-12	Mgmt	For	For

3	To appoint a Director in place of Shri V.K. Jairath, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

4	To appoint a Director in place of Shri O.P. Bhutani, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

5	To appoint a Director in place of Shri S. Ravi, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

6	To authorize the board to fix the remuneration of the Auditors for the year 2012-13	Mgmt	For	For

7	Resolved that Shri Trimbakdas S. Zanwar, who was appointed as an Additional Director pursuant to Article 67(iv) of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 11th October, 2011 to hold Office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing from a Member, pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company, liable to retire by rotation	Mgmt	For	For

8	Resolved that Shri R. Krishnan, who was appointed as an Additional Director pursuant to Article 67(iv) of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 1st April, 2012 to hold Office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing from a Member, pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company, liable to retire by rotation	Mgmt	For	For

9	Resolved that Shri Vijay Shankar Madan, who was appointed as an Additional Director pursuant to Article 67(iv) of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 19th July, 2012 to hold Office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing from a Member, pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BHARAT HEAVY ELECTRICALS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Resolved that pursuant to the provisions of Section 18 and all other applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (“SICA”) and other applicable laws, regulations, listing agreements, and guidelines issued by any regulatory authorities, if any, and subject to the approval of the Board for Industrial and Financial Reconstruction (“BIFR”) at New Delhi or any other appropriate authorities, the Modified Draft Rehabilitation Scheme (MDRS) incorporating Amalgamation between Bharat Heavy Plate and Vessels Limited (“BHPVL”) the wholly owned subsidiary of Bharat Heavy Electricals Limited (“BHEL”) and BHEL and their respective shareholders ,a copy of which was enclosed with the Notice of this Extraordinary General Meeting be and is hereby approved.” “Resolved further that the Board of Directors of BHEL CONTD	Mgmt	For	For

CONT	CONTD is hereby authorized on behalf of BHEL to make such alterations modifications, or amendments in the Modified Draft Rehabilitation Scheme as may be expedient or necessary for complying with requirements or conditions imposed by the BIFR and/or any other appropriate authorities.” “Resolved further that the Chairman and Managing Director (“CMD”) of BHEL, is hereby authorized on behalf of BHEL to authorize any representative of BHEL to carry out all such procedural requirement including signing and filing of Affidavits, Applications, Petitions, Documents etc. or to do all such acts and deeds as may be expedient or necessary for the purposes of sanctioning of the Modified Draft Rehabilitation Scheme by BIFR and/or any other appropriate authorities	Non-Voting

Manning & Napier Fund, Inc. International Series

BRF - BRASIL FOODS SA, ITAJAI, SC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	Appoint Independent Firm to Appraise Proposed Absorptions: Ernst and Young Terco Auditores Independentes S.S.	Mgmt	For	For

2	Approve Independent Firm’s Appraisal	Mgmt	For	For

3	Approve Agreement to Absorb Sadia S.A. and Heloisa Industria e Comercio de Produtos Lacteos Ltda	Mgmt	For	For

4	Approve the Amendment of the following Articles of the Company’s current Bylaws, inclusion of Paragraphs 1 and 2 in Article 1, Article 3, Sections 4 and 6 and Sole Paragraph, Section K, Article 5, Paragraph 4, Article 13 Heading and Sole Paragraph, Article 14, Sections 4 and 6, Article 18, Item23, Article 32, Paragraph 2, Article 34, Article 37 Heading and Paragraph 1, Article 38 Heading and Paragraph 1, Article 43, and Article 44, in accordance with the amendment proposal presented	Mgmt	For	For

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


CMMT		PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF COMMENT, RECEIPT OF AUDITOR NAME IN RES. 1 AND RECEIPT OF ARTICLE NUMBERS FOR RESOLUTION NO. 4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.		Non-Voting

Manning & Napier Fund, Inc. International Series

CAP GEMINI SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON- RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0403/2013040313011 04.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal- officiel.gouv.fr/pdf/2013/0506/2013050613018 96.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Regulated agreements	Mgmt	For	For

O.4	Allocation of income and dividend	Mgmt	For	For

O.5	Renewal of term of Mr. Daniel Bernard as Board member	Mgmt	For	For

O.6	Renewal of term of Mr. Bernard Liautaud as Board member	Mgmt	For	For

O.7	Renewal of term of Mr. Pierre Pringuet as Board member	Mgmt	For	For

O.8	Authorization for the implementation of a share repurchase program allowing the Company to repurchase its own shares for an 18-month period within the limit of a maximum number of shares equal to 10% of share capital, for a maximum total amount of EUR 970 million at a maximum price of EUR 55.00 per share	Mgmt	For	For


E.9	Authorization granted to the Board of Directors for a 24-month period to cancel shares repurchased by the Company under share repurchase programs	Mgmt	For	For

E.10	Authorization granted to the Board of Directors for an 18-month period to carry out within the limit of 1% of capital, the allocation of performance shares existing or to be issued (and, in this case carrying full waiver by shareholders of their preferential subscription rights in favor of allocation beneficiaries) to employees of the staff and corporate officers of the Company and French and foreign subsidiaries	Mgmt	For	For

E.11	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CARL ZEISS MEDITEC AG, JENA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 12 FEB 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 18.02.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Receive financial statements and statutory reports for fiscal 2011/2012	Non-Voting

2.	Approve allocation of income and dividends of EUR 0.40 per share	Mgmt	For	For

3.	Approve discharge of management board for fiscal 2011/2012	Mgmt	For	For

4.	Approve discharge of supervisory board for fiscal 2011/2012	Mgmt	For	For

5.	Ratify Ernst Young GmbH as auditors for fiscal 2012/2013	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CARLSBERG AS, COPENHAGEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTIONS “5.A TO 5.J AND 6”. THANK YOU.	Non-Voting

1	Report on the activities of the company in the past year (not subject to vote)	Non-Voting

2	Presentation of the audited Annual Report for approval and resolution to discharge the Supervisory Board and the Executive Board from their obligations	Mgmt	For	For

3	Board recommendations regarding the distribution of profit, including declaration of dividends	Mgmt	For	For

4.a	Proposals from the Supervisory Board or the shareholder: Approval of the Supervisory Board remuneration for 2013	Mgmt	For	For

4.b	Proposals from the Supervisory Board or the shareholder: Approval of the Remuneration Policy for the Supervisory Board and the Executive Board of Carlsberg A/S, including general guidelines for incentive programmes for the Executive Board	Mgmt	For	For

5.a	Election of member to the Supervisory Board: Re-election of Flemming Besenbacher	Mgmt	For	For

5.b	Election of member to the Supervisory Board: Re-election of Jess Soderberg	Mgmt	For	For


5.c	Election of member to the Supervisory Board: Re- election of Per Christian Ohrgaard	Mgmt	For	For

5.d	Election of member to the Supervisory Board: Re- election of Lars Stemmerik	Mgmt	For	For

5.e	Election of member to the Supervisory Board: Re- election of Richard Burrows	Mgmt	For	For

5.f	Election of member to the Supervisory Board: Re- election of Cornelis (Kees) Job van der Graaf	Mgmt	For	For

5.g	Election of member to the Supervisory Board: Re- election of Donna Cordner	Mgmt	For	For

5.h	Election of member to the Supervisory Board: Re- election of Elisabeth Fleuriot	Mgmt	For	For

5.i	Election of member to the Supervisory Board: Re- election of Soren-Peter Fuchs Olesen	Mgmt	For	For

5.j	Election of member to the Supervisory Board: Nina Smith	Mgmt	For	For

6	Appointment of one auditor to audit the accounts for the current year: KPMG Statsautoriseret Revisionspartnerselskab be re-elected	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO VOTING OPTIONS COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

CARREFOUR SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON- RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting


CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0318/201303181300795.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0408/201304081301199.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year, 2012	Mgmt	For	For

O.3	Allocation of income and setting the dividend	Mgmt	For	For

O.4	Renewal of term of Mr. Sebastien Bazin as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Thierry Breton as Board member	Mgmt	For	For

O.6	Renewal of term of Mr. Charles Edelstenne as Board member	Mgmt	For	For

O.7	Renewal of term of Mrs. Anne-Claire Taittinger as Board member	Mgmt	For	For

O.8	Authorization granted for an 18-month period to the Board of Directors to trade in Company’s shares	Mgmt	For	For

E.9	Amendment to Article 20 of the Bylaws	Mgmt	For	For

E.10	Authorization granted for a 24-month period to the Board of Directors to reduce share capital by cancellation of shares	Mgmt	For	For

E.11	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities while maintaining shareholders’ preferential subscription rights for a maximum nominal amount of Euros five hundred (500) million	Mgmt	For	For

E.12	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities with cancellation of shareholders’ preferential subscription rights through a public offer for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For

E.13	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities with cancellation of shareholders’ preferential subscription rights through an offer pursuant to Article L.411-2, II of the Monetary and Financial Code for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For



E.14	Delegation of powers granted for a 26-month period to the Board of Directors to issue shares and/or securities giving access to capital within the limit of 10% of capital, in consideration for in-kind contributions granted to the Company	Mgmt	For	For

E.15	Delegation of authority granted for a 26- month period to the Board of Directors to issue shares and/or securities giving access to capital with cancellation of preferential subscription rights, in case of public exchange offer initiated by the Company on securities of another company for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For

E.16	Delegation of authority granted for a 26- month period to the Board of Directors to increase share capital by incorporating reserves, profits or premiums for a maximum nominal amount of Euros five hundred (500) million	Mgmt	For	For

E.17	Delegation of authority granted for a maximum period of 26 months to the Board of Directors to increase share capital with cancellation of preferential subscription rights in favor of members of a company savings plan for a maximum nominal amount of Euros thirty-five (35) million	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CASINO GUICHARD PERRACHON, SAINT ETIENNE


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0318/201303181300789.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0401/201304011301068.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2013/0405/201304051301064.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN	Non-Voting

	THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

O.1	Approval of the corporate financial statements for the financial year ended December 31,2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income and setting the dividend	Mgmt	For	For


O.4	Regulated agreement: Partnership agreement entered in with Mercialys	Mgmt	For	For

O.5	Regulated agreement: current account overdraft agreement entered in with Mercialys	Mgmt	For	For

O.6	Regulated agreement: addendum to the loan and current account overdraft agreement entered in with Monoprix	Mgmt	For	For

O.7	Renewal of term of Mr. Henri Giscard d’Estaing as Board member	Mgmt	For	For

O.8	Renewal of term of Mr. Marc Ladreit de Lacharriere as Board member	Mgmt	Against	Against

O.9	Renewal of term of Mr. Jean-Charles Naouri as Board member	Mgmt	For	For

O.10	Renewal of term of Mr. Gilles Pinoncely as Board member	Mgmt	For	For

O.11	Renewal of term of the company Matignon Diderot as Board member	Mgmt	Abstain	Against

O.12	Renewal of term of Mr. Pierre Giacometti as Censor	Mgmt	For	For

O.13	Authorization for the Company to repurchase its own shares	Mgmt	For	For

E.14	Delegation of authority granted to the Board of Directors to issue shares or securities entitling to the allotment of new or existing shares of the Company or existing shares of any company in which it owns directly or indirectly more than 50% of the capital or debt securities while maintaining preferential subscription rights	Mgmt	For	For

E.15	Delegation of authority granted to the Board of Directors to issue shares or securities entitling to the allotment of new or existing shares of the Company or existing shares of any company in which it owns directly or indirectly more than 50% of the capital or debt securities with cancellation of preferential subscription rights in case of public offers	Mgmt	Against	Against

E.16	Delegation of authority granted to the Board of Directors to issue shares or securities entitling to the allotment of new or existing shares of the Company or existing shares of any company in which it owns directly or indirectly more than 50% of the capital or debt securities with cancellation of preferential subscription rights through an offer pursuant to Article L.411-2, II of the Monetary and Financial Code	Mgmt	Against	Against

E.17	Authorization granted to the Board of Directors to set the issue price for issuances carried out without preferential subscription rights according to the terms established by the General Meeting pursuant to Article L.225-136 of the Commercial Code	Mgmt	Against	Against

E.18	Authorization granted to the Board of Directors to increase the amount of the initial issuance in case of capital increases carried out with or without preferential subscription rights	Mgmt	Against	Against


E.19	Delegation of authority granted to the Board of Directors to increase capital by incorporation of reserves, profits, premiums or other amounts which may be capitalized	Mgmt	For	For

E.20	Delegation of authority granted to the Board of Directors to issue shares or securities giving access to capital in case of public offer initiated by Casino, Guichard-Perrachon on shares of another listed company with cancellation of preferential subscription rights	Mgmt	Against	Against

E.21	Delegation of powers granted to the Board of Directors within the limit of 10% of capital of the Company to issue shares or securities giving access to capital, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital	Mgmt	Against	Against

E.22	Overall limitation of financial authorization granted to the Board of Directors	Mgmt	For	For

E.23	Authorization for any company which owns more than 50% of capital of the company Casino, Guichard-Perrachon to issue securities of the issuing company entitling to the allotment of existing shares of the Company	Mgmt	Abstain	Against

E.24	Authorization to grant share purchase options to staff members of the Company and to staff members, and corporate officers of affiliated companies	Mgmt	Against	Against

E.25	Authorization to grant share subscription options to staff members of the Company, and to staff members and corporate officers of affiliated companies	Mgmt	Against	Against

E.26	Authorization granted to the Board of Directors to allocate free shares of the Company to staff members of the Company, and to staff members and corporate officers of affiliated companies	Mgmt	Against	Against

E.27	Authorization granted to the Board of Directors to increase capital or sell treasury shares to employees	Mgmt	For	For

E.28	Merger by absorption of the company Chamer	Mgmt	For	For

E.29	Merger by absorption of the company Minahouet	Mgmt	For	For

E.30	Merger by absorption of the company Orgecourt	Mgmt	For	For

E.31	Acknowledgement of the capital increase as a result of the aforementioned mergers and amendment to Article 6 of the bylaws	Mgmt	For	For

E.32	Authorization to reduce share capital by cancellation of treasury shares	Mgmt	For	For

E.33	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CHAROEN POKPHAND FOODS PUBLIC CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 163804 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.	Non-Voting

1	To adopt the minutes of the annual general shareholders’ meeting no. 1/2012	Mgmt	For	For

2	To acknowledge the report on the company’s operating results for the year 2012	Mgmt	For	For

3	To approve the statements of financial position and the statements of income for the year ended December 31, 2012	Mgmt	For	For

4	To acknowledge the interim dividend payment during the year 2012	Mgmt	For	For

5	To approve the appropriation of profit and annual dividend payment for the year 2012	Mgmt	For	For

6.1	To appoint director to replace directors who retire by rotation: Mr. Min Tieanworn	Mgmt	For	For

6.2	To appoint director to replace directors who retire by rotation: Mr. Chingchai Lohawatanakul	Mgmt	For	For

6.3	To appoint director to replace directors who retire by rotation: Mr. Adirek Sripratak	Mgmt	For	For

6.4	To appoint director to replace directors who retire by rotation: Dr. Chaiyawat Wibulswasdi	Mgmt	For	For

6.5	To appoint director to replace directors who retire by rotation: Mr. Pong Visedpaitoon	Mgmt	For	For

7	To approve the remuneration of the directors for the year 2013	Mgmt	For	For

8	To appoint the company’s auditors and fix the remuneration for the year 2013	Mgmt	For	For

9	To respond to the queries	Non-Voting

Manning & Napier Fund, Inc. International Series

COMPANIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Donation of real property number 9034000007, land with a surface area of 3,500 square meters, and real property number 9034000010, a pipeline right of way of 8,839.10 square meters, in Aracuai, in the district of Baixo Jequitinhonha, because they are not useful for the service	Mgmt	For	For

II	Donation of real property asset number 9498000107, land with a surface area of 1,571 square meters from the former local office of Copasa MG, in the district of Alto Paranaiba, because they are not useful to the service	Mgmt	For	For

III	Amendment of the amount of the bid administrative proceeding, in reference to contracting for a public private partnership, also known as a PPP, for the construction work and services for the expansion and improvement of the Rio Manso producer system	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF MEETING DATE FROM 07 FEB 2013 TO 18 FEB 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

COMPANIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


I	Approval of the annual report from management, balance sheet and the financial statements, from the controlling shareholder and consolidated in IFRS, in reference to the fiscal year that ended on December 31, 2012	Mgmt	For	For

II	Allocation of the net profit of the company in reference to the fiscal year that ended on December 31, 2012, with the retention of part of the net profit for reinvestment, payment of interest on shareholder equity, to be imputed to the minimum mandatory dividend amount, and determination of the payment date of the interest on shareholder equity	Mgmt	For	For

III	Approval of the Copasa Mg investment program and that of its subsidiaries, in reference to the 2013 fiscal year, in accordance with the terms of paragraph 2 of article 196 of federal law 6404.76	Mgmt	For	For

IV	To elect the members of the board of directors and the members of the fiscal council	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

COMPANIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Establishment of the amount for the remuneration of the members of the board of directors, the members of the fiscal council and executive committee of the company	Mgmt	For	For

II	Amendment of article 6 of the corporate bylaws	Mgmt	For	For

III	Donation of vehicles to the voluntary social assistance service, servas	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

COMPANIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Amendment of articles 22 and 31 of the corporate bylaws of the company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

DANONE SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN” AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0301/201303011300526.pdf . PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINKS: https://balo.journal-officiel.gouv.fr/pdf/2013/0311/201303111300672.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2013/0403/201304031301056.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year ended December 31,2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income for the financial year ended December 31, 2012 and setting the dividend at EUR 1.45 per share	Mgmt	For	For

O.4	Renewal of term of Mr. Franck Riboud as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Emmanuel Faber as Board member	Mgmt	For	For

O.6	Approval of the agreements pursuant to Articles L.225-38 et seq. of the Commercial Code	Mgmt	For	For

O.7	Approval of the agreements pursuant to Articles L.225-38 et seq. of the Commercial Code entered in by the Company with J.P.Morgan Group	Mgmt	For	For

O.8	Approval of the agreements and commitments pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Franck Riboud	Mgmt	For	For


O.9	Approval of the agreements and commitments pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Emmanuel Faber	Mgmt	For	For

O.10	Setting the amount of attendance allowances	Mgmt	For	For

O.11	Authorization to be granted to the Board of Directors to purchase, hold or transfer shares of the Company	Mgmt	For	For

E.12	Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to capital of the Company while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.13	Delegation of authority to the Board of Directors to issue ordinary shares of the Company and securities giving access to capital of the Company with cancellation of shareholders’ preferential subscription rights, but with obligation to grant a priority right	Mgmt	For	For

E.14	Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.15	Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to capital of the Company with cancellation of shareholders’ preferential subscription rights in case of public exchange offer initiated by the Company	Mgmt	For	For

E.16	Delegation of powers to the Board of Directors to issue ordinary shares with cancellation of shareholders’ preferential subscription rights, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital	Mgmt	For	For

E.17	Delegation of authority to the Board of Directors to increase capital of the Company by incorporation of reserves, profits, premiums or other amounts which may be capitalized	Mgmt	For	For

E.18	Delegation of authority to the Board of Directors to decide to carry out capital increases reserved for employees who are members of a company savings plan and/or reserved share transfers with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.19	Authorization granted to the Board of Directors to carry out allocations of Company’s shares existing or to be issued with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.20	Authorization granted to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.21	Amendment to Article 5 of the Bylaws of the Company in order to extend the term of the Company	Mgmt	For	For

E.22	Amendment to Article 22.II of the Bylaws of the Company regarding shareholders representation	Mgmt	For	For


E.23	Amendment to Article 24.I of the Bylaws of the Company regarding shareholders convening	Mgmt	For	For

E.24	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

DAPHNE INTERNATIONAL HOLDINGS LTD, GEORGE TOWN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0409/LTN20130409269.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0409/LTN20130409280.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31 December 2012	Mgmt	For	For

2	To approve and declare a final divided of HK 9.0 cents per ordinary share of the Company for the year ended 31 December 2012	Mgmt	For	For

3.a	To re-elect Mr. Chang Chih-Kai as director	Mgmt	For	For

3.b	To re-elect Mr. Huang Shun-Tsai as director	Mgmt	Against	Against

3.c	To re-elect Mr. Kuo Jung-Cheng as director	Mgmt	For	For

3.d	To authorise the board of directors to fix the directors’ remuneration	Mgmt	For	For

4	To re-appoint PricewaterhouseCoopers as Auditor and to authorise the board of directors to fix their remuneration	Mgmt	For	For

5A	To give a general mandate to the directors to repurchase shares of the Company	Mgmt	For	For

5B	To give a general mandate to the directors to allot, issue and deal with shares of the Company	Mgmt	Against	Against

5C	To extend the general mandate granted to the directors to issue new shares under resolution 5B by adding the number of shares repurchased by the Company under resolution 5A	Mgmt	Against	Against

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

DIAGEO PLC, LONDON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Report and accounts 2012	Mgmt	For	For

2	Directors’ remuneration report 2012	Mgmt	For	For

3	Declaration of final dividend	Mgmt	For	For

4	Re-election of PB Bruzelius as a director	Mgmt	For	For

5	Re-election of LM Danon as a director	Mgmt	For	For

6	Re-election of Lord Davies as a director	Mgmt	For	For

7	Re-election of BD Holden as a director	Mgmt	For	For

8	Re-election of Dr FB Humer as a director	Mgmt	For	For

9	Re-election of D Mahlan as a director	Mgmt	For	For

10	Re-election of PG Scott as a director	Mgmt	For	For

11	Re-election of HT Stitzer as a director	Mgmt	For	For

12	Re-election of PS Walsh as a director	Mgmt	For	For

13	Election of Ho KwonPing as a director	Mgmt	For	For

14	Election of IM Menezes as a director	Mgmt	For	For

15	Re-appointment of auditor	Mgmt	For	For

16	Remuneration of auditor	Mgmt	For	For

17	Authority to allot shares	Mgmt	For	For


18	Disapplication of pre-emption rights	Mgmt	For	For

19	Authority to purchase own ordinary shares	Mgmt	For	For

20	Authority to make political donations and/or to incur political expenditure in the EU	Mgmt	For	For

21	Reduced notice of a general meeting other than an annual general meeting	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

EXPERIAN PLC, ST HELLIER


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Receipt of the report and financial statements	Mgmt	For	For

2	Approval of the report on directors’ remuneration	Mgmt	For	For

3	To elect Brian Cassin as a director of the Company	Mgmt	For	For

4	To re-elect Fabiola Arredondo as a director of the Company	Mgmt	For	For

5	To re-elect Chris Callero as a director of the Company	Mgmt	For	For

6	To re-elect Roger Davis as a director of the Company	Mgmt	For	For

7	To re-elect Alan Jebson as a director of the Company	Mgmt	For	For

8	To re-elect Sir John Peace as a director of the Company	Mgmt	For	For

9	To re-elect Don Robert as a director of the Company	Mgmt	For	For

10	To re-elect Sir Alan Rudge as a director of the Company	Mgmt	For	For

11	To re-elect Judith Sprieser as a director of the Company	Mgmt	For	For

12	To re-elect David Tyler as a director of the Company	Mgmt	For	For

13	To re-elect Paul Walker as a director of the Company	Mgmt	For	For


14	Re-appointment of auditors	Mgmt	For	For

15	Directors’ authority to determine the auditors’ remuneration	Mgmt	For	For

16	Directors’ authority to allot relevant securities	Mgmt	For	For

17	Directors’ authority to disapply pre-emption rights	Mgmt	For	For

18	Directors’ authority to purchase the Company’s own shares	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

EXPERIAN PLC, ST HELLIER


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To approve the Transaction	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

F.C.C.CO.,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Allow Use of Electronic Systems for Public Notifications, Expand Business Lines	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For


3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For

3.10	Appoint a Director	Mgmt	For	For

3.11	Appoint a Director	Mgmt	For	For

4	Appoint a Substitute Corporate Auditor	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

FANUC CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Streamline Business Lines, Allow Use of Electronic Systems for Public Notifications, Increase Board Size to 18, Adopt Reduction of Liability System for Outside Directors	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For


3.10	Appoint a Director	Mgmt	For	For

3.11	Appoint a Director	Mgmt	For	For

3.12	Appoint a Director	Mgmt	For	For

3.13	Appoint a Director	Mgmt	For	For

3.14	Appoint a Director	Mgmt	For	For

3.15	Appoint a Director	Mgmt	For	For

3.16	Appoint a Director	Mgmt	For	For

3.17	Appoint a Director	Mgmt	For	For

3.18	Appoint a Director	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

FRESENIUS MEDICAL CARE AG & CO. KGAA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RESOLUTION ON THE APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS OF FRESENIUS MEDICAL CARE AG & CO.KGAA FOR FISCAL YEAR 2012	Mgmt	For	For

2.	RESOLUTION ON THE ALLOCATION OF DISTRIBUTABLE PROFIT	Mgmt	For	For

3.	RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE GENERAL PARTNER	Mgmt	For	For

4.	RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD	Mgmt	For	For

5.	ELECTION OF THE AUDITORS AND CONSOLIDATED GROUP AUDITORS FOR FISCAL YEAR 2013	Mgmt	For	For


6.	CONVERSION OF NON-VOTING BEARER PREFERENCE SHARES INTO VOTING BEARER ORDINARY SHARES BY CANCELLING THE PREFERENCE IN TERMS OF DIVIDEND PAYMENTS AND AMENDMENTS OF THE ARTICLES OF THE COMPANY	Mgmt	For	For

7.	AMENDMENT TO THE 2001 INTERNATIONAL EMPLOYEE PARTICIPATION PROGRAM AND AMENDMENT TO THE CONDITIONAL CAPITAL	Mgmt	For	For

S8.	SPECIAL RESOLUTION OF THE ORDINARY SHAREHOLDERS ON THE APPROVAL OF THE RESOLUTION ON THE CONVERSION OF NON-VOTING BEARER PREFERENCE SHARES INTO VOTING BEARER ORDINARY SHARES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT	Mgmt	For	For

9.	AMENDMENT TO SECTION 15 OF THE ARTICLES OF THE COMPANY(ATTENDANCE AT THE GENERAL MEETING AND EXERCISE OF THE VOTING RIGHT)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GDF SUEZ SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 168611 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS: http://www.journal-officiel.gouv.fr//pdf/2013/0311/201303111300591.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2013/0405/201304051301066.pdf	Non-Voting

CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting


O.1	Approval of the transactions and annual corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income and setting the dividend for the financial year 2012	Mgmt	For	For

O.4	Approval of the regulated agreements pursuant to Article L.225-38 of the Commercial Code	Mgmt	For	For

O.5	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For

O.6	Ratification of the appointment of Mrs. Ann-Kristin Achleitner as Board member	Mgmt	For	For

O.7	Appointment of Mr. Jonathan Reynolds as Board member representing employee shareholders pursuant to Article 13.3 2 of the bylaws	Mgmt	For	For

O.8	Appointment of Mrs. Caroline Simon as Board member representing employee shareholders pursuant to Article 13.3 2 of the bylaws	Mgmt	For	For

A	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Given the unfavorable economic environment, and to minimize the use of debt while increasing the capacity of the Group’s investment, proposal to replace the dividend set under the 3rd resolution by dividends for the financial year 2012 set at EUR 083 per share, including the interim dividend of EUR 0.83 per share already paid on October 25, 2012	Shr	Against	For

E.9	Delegation of authority to the Board of Directors to decide to increase share capital by issuing shares with cancellation of preferential subscription rights in favor of employees participating in GDF SUEZ Group savings plans	Mgmt	For	For

E.10	Delegation of authority to the Board of Directors to decide to increase share capital by issuing shares with cancellation of preferential subscription rights in favor of any entities formed within the framework of the implementation of the GDF SUEZ Group International Employee Share Ownership	Mgmt	For	For

E.11	Authorization to be granted to the Board of Directors to carry out free allocations of existing shares of the Company to employees of the Company and employees and corporate officers of the companies of the Group (with the exception of corporate officers of the Company)	Mgmt	For	For

E.12	Authorization to be granted to the Board of Directors to carry out free allocations of existing shares of the Company to some employees of the Company and some employees and corporate officers of affiliated companies or groups(with the exception of corporate officers of the Company)	Mgmt	For	For

E.13	Amendment to Article 13.3 1 of the bylaws (Composition of the Board of Directors)	Mgmt	For	For

E.14	Powers to carry out decisions of the General Meeting and legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GERRESHEIMER AG, DUESSELDORF


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT(WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 28 MAR 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 03 APR 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted Annual Financial Statements of Gerresheimer AG and the approved Consolidated Financial Statements, both as of November 30, 2012, the Combined Management Report of Gerresheimer AG and the Group, including the explanatory Report of the Management Board on the statements according to sections 289 (4), 289(5) and 315 (4) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for the financial year 2012(December 1, 2011-November 30, 2012)	Non-Voting

2.	Resolution on appropriation of the retained earnings of Gerresheimer AG	Mgmt	For		For

3.	Resolution on formal approval of the actions of the Management Board	Mgmt	For		For

4.	Resolution on formal approval of the actions of the members of the Supervisory Board	Mgmt	For		For

5.	Appointment of auditors for the 2013 financial year: Deloitte + Touche GmbH, Dusseldorf	Mgmt	For		For

Manning & Napier Fund, Inc. International Series

GLAXOSMITHKLINE PLC, BRENTFORD MIDDLESEX


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive and adopt the Directors’ Report and the Financial Statements for the year ended 31 December 2012	Mgmt	For	For

2	To approve the Remuneration Report for the year ended 31 December 2012	Mgmt	For	For

3	To elect Lynn Elsenhans as a Director	Mgmt	For	For

4	To elect Jing Ulrich as a Director	Mgmt	For	For

5	To elect Hans Wijers as a Director	Mgmt	For	For

6	To re-elect Sir Christopher Gent as a Director	Mgmt	Against	Against

7	To re-elect Sir Andrew Witty as a Director	Mgmt	For	For

8	To re-elect Professor Sir Roy Anderson as a Director	Mgmt	For	For

9	To re-elect Dr Stephanie Burns as a Director	Mgmt	For	For

10	To re-elect Stacey Cartwright as a Director	Mgmt	For	For

11	To re-elect Simon Dingemans as a Director	Mgmt	For	For

12	To re-elect Judy Lewent as a Director	Mgmt	For	For

13	To re-elect Sir Deryck Maughan as a Director	Mgmt	For	For

14	To re-elect Dr Daniel Podolsky as a Director	Mgmt	For	For

15	To re-elect Dr Moncef Slaoui as a Director	Mgmt	For	For

16	To re-elect Tom de Swaan as a Director	Mgmt	Against	Against

17	To re-elect Sir Robert Wilson as a Director	Mgmt	For	For

18	To authorise the Audit & Risk Committee to re-appoint PricewaterhouseCoopers LLP as the auditors to the company to hold office from the end of the meeting to the end of the next meeting at which accounts are laid before the company	Mgmt	For	For

19	To authorise the Audit & Risk Committee to determine the remuneration of the auditors	Mgmt	For	For


20	Donations to political organizations and political expenditure	Mgmt	For	For

21	Authority to allot shares	Mgmt	For	For

22	Disapplication of pre-emption rights	Mgmt	For	For

23	Purchase of own shares by the company	Mgmt	For	For

24	Exemption from statement of the name of the senior statutory auditor in published copies of the auditors’ reports	Mgmt	For	For

25	Reduced notice of a general meeting other than an Annual General Meeting	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

GRUPO BIMBO SAB DE CV, MEXICO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	Discussion, approval or modification of the board of directors report referred to in the general statement of article 172 of the general corporation and partnership law, including the company’s audited financial statements, consolidated with those of its subsidiaries, for the fiscal year ended as of December 31,2012, having previously read the following reports: of the chairman of the board of directors, of the general director, of the external auditor and of the chairman of the company’s audit committee	Mgmt	Abstain	Against

II	Presentation, discussion and, as the case may be, approval of the report referred to in article 86, section xx of the income tax law, on the compliance with the company’s tax obligations	Mgmt	Abstain	Against

III	Presentation, discussion and, as the case may be, approval of the allocation of profits for the fiscal year ended as of December 31,2012	Mgmt	For	For

IV	Presentation, discussion and, as the case may be, approval of the payment of a cash dividend at a ratio of USD 0.165 (sixteen and a half cents) per each of the shares representing the company’s capital stock, which are outstanding	Mgmt	For	For

V	Designation or, as the case may be, ratification of the appointments of the members of the board of directors and determination of compensations thereto	Mgmt	Abstain	Against

VI	Designation or, as the case may be, ratification of the appointments of the chairman and the members of the company’s audit committee, as well as determination of compensations thereto	Mgmt	Abstain	Against

VII	Presentation and, as the case may be, approval of the report on the purchase of the company’s own shares, as well as the determination of the maximum amount of funds which the company may use for the purchase of own shares, under the terms of article 56 section iv of the securities market law	Mgmt	Abstain	Against

VIII	Designation of special delegates	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GUDANG GARAM TBK, PT


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Accept Directors’ Report	Mgmt	For	For

2	Accept Financial Statements	Mgmt	For	For

3	Approve Dividend	Mgmt	For	For

4	Elect Directors and Commissioners	Mgmt	Abstain	Against

5	Approve Auditors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HANKOOK TIRE CO LTD, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of split-off	Mgmt	For	For

2	Amendment of articles of incorporation	Mgmt	Against	Against

CMMt	THIS EGM IS RELATED TO THE CORPORATE EVENT OF SPIN OFF	Non-Voting

CMMt	PLEASE NOTE THAT THIS IS A REVISION DUE TO INCLUSION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

HANKOOK TIRE CO LTD, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	Against	Against

2	Approval of partial amendment to articles of incorporation	Mgmt	For	For

3	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HENNES & MAURITZ AB H&M, STOCKHOLM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION.THANK YOU	Non-Voting

1	Opening of the AGM	Non-Voting

2	Election of a chairman for the AGM: Proposed by the Election Committee: the lawyer Sven Unger is proposed as chairman of the AGM	Non-Voting

3	Address by Managing Director Karl-Johan Persson followed by an opportunity to ask questions about the company	Non-Voting

4	Establishment and approval of voting list	Non-Voting

5	Approval of the agenda	Non-Voting

6	Election of people to check the minutes	Non-Voting

7	Examination of whether the meeting was duly convened	Non-Voting

8A	Presentation of the annual accounts and auditor’s report as well as the consolidated accounts and consolidated auditor’s report, and auditor’s statement on whether the guidelines for remuneration to senior executives applicable since the last AGM have been followed	Non-Voting

8B	Statement by the company’s auditor and the chairman of the Auditing Committee	Non-Voting

8C	Statement by the Chairman of the Board on the work of the Board	Non-Voting


8D	Statement by the chairman of the Election Committee on the work of the Election Committee	Non-Voting

9A	Resolution: Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet	Mgmt	For	For

9B	Resolution: Disposal of the company’s earnings in accordance with the adopted balance sheets, and record date. The Board has proposed a dividend to the shareholders of SEK 9.50 per share. The Board of Directors has proposed Friday 26 April as the record date. If the resolution is passed, dividends are expected to be paid out by Euroclear Sweden AB on Thursday 2 May 2013	Mgmt	For	For

9C	Resolution: Discharge of the members of the Board and Managing Director from liability to the company	Mgmt	For	For

10	Establishment of the number of Board members and deputy Board members	Mgmt	For	For

11	Establishment of fees to the Board and auditors	Mgmt	For	For

12	Election of Board members and Chairman of the Board: The Election Committee proposes the following Board of Directors. Re-election of all current Board members: Mia Brunell Livfors, Anders Dahlvig, Lottie Knutson, Sussi Kvart, Bo Lundquist, Stefan Persson, Melker Schorling and Christian Sievert. Chairman of the Board: re-election of Stefan Persson	Mgmt	For	For

13	Election of auditor. The Election Committee proposes that the registered audit firm Ernst & Young AB be elected as the company’s auditor for a 4-year mandate period, i.e. up to and including the Annual General Meeting to be held in 2017. Ernst & Young AB has notified that if the AGM approves the proposal, authorised public accountant Asa Lundvall will be the auditor-in-charge	Mgmt	For	For

14	Elect Stefan Persson, Lottie Tham, Liselott Ledin, Jan Andersson and Anders Oscarsson to the nominating committee approve nominating committee guidelines	Mgmt	Against	Against

15	Resolution on guidelines for remuneration to senior executives	Mgmt	For	For

16	Resolution amending the basis for contributions to the H&M Incentive Program	Mgmt	For	For

17	Closing of the AGM	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TEXT OF THE RESOLUTION NO. 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

HERO MOTOCORP LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU.	Non-Voting

1	Special Resolution pursuant to the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and the provisions of Section 81(1A) of the Companies Act, 1956 for approving ESOP	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

HERO MOTOCORP LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2012 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare a Dividend of Rs. 45 per Equity Share on 19,96,87,500 Equity Shares of Rs. 2 each for the financial year 2011-12	Mgmt	For	For

3	To appoint a Director in place of Mr. Ravi Nath, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

4	To appoint a Director in place of Dr. Anand C. Burman, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against

5	To appoint a Director in place of Mr. Suman Kant Munjal, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against

6	To resolve not to fill the vacancy, for the time being, caused by the retirement of Mr. Analjit Singh, who retires by rotation and does not seek re-appointment	Mgmt	For	For

7	To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 015125N) as the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration in place of M/s. A. F. Ferguson & Co., (Firm Registration No. 112066W) who have submitted their resignation vide letter dated April 26, 2012 as the Statutory Auditors of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HERO MOTOCORP LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION “1”. THANK YOU.	Non-Voting

1	For the purpose of considering, and if thought fit, approving, with or without modification(s),the Scheme of Amalgamation of Hero Investments Private Limited with Hero MotoCorp Limited and their respective Shareholders and Creditors at such meeting and any adjournment / adjournments thereof	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

HINDUSTAN UNILEVER LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 983799 DUE TO RECEIPT OF DIRECTORS NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	Adoption of Annual Accounts and Reports thereon for the financial year ended 31stMarch, 2012	Mgmt	For	For

2	Declaration of dividend	Mgmt	For	For

3.1	Re-election of the Director : Mr. Harish Manwani	Mgmt	For	For

3.2	Re-election of the Director : Mr. Sridhar Ramamurthy	Mgmt	For	For

3.3	Re-election of the Director : Mr. A. Narayan	Mgmt	For	For

3.4	Re-election of the Director : Mr. S. Ramadorai	Mgmt	For	For

3.5	Re-election of the Director : Dr. R. A.Mashelkar	Mgmt	For	For

3.6	Re-election of the Director : Mr. Pradeep Banerjee	Mgmt	For	For

4	Appointment of M/s. Lovelock & Lewes as Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2013	Mgmt	For	For

5	Appointment of Mr. O. P. Bhatt as a Director	Mgmt	For	For

6	Re-appointment of Mr. Nitin Paranjpe as Managing Director and Chief Executive Officer (CEO) of the Company effective 4th April, 2013	Mgmt	For	For

7	Increase the maximum limit of Salary payable to the Managing Director(s) of the Company	Mgmt	For	For

8	Adoption of revised ‘2012 HUL Performance Share Scheme’	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

HITACHI,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1.1	Appoint a Director	Mgmt	For	For

1.2	Appoint a Director	Mgmt	For	For

1.3	Appoint a Director	Mgmt	For	For

1.4	Appoint a Director	Mgmt	For	For

1.5	Appoint a Director	Mgmt	For	For

1.6	Appoint a Director	Mgmt	For	For

1.7	Appoint a Director	Mgmt	Against	Against

1.8	Appoint a Director	Mgmt	For	For

1.9	Appoint a Director	Mgmt	For	For

1.10	Appoint a Director	Mgmt	For	For

1.11	Appoint a Director	Mgmt	For	For

1.12	Appoint a Director	Mgmt	Against	Against

1.13	Appoint a Director	Mgmt	For	For

1.14	Appoint a Director	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

HONG LEONG FINANCIAL GROUP BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To approve the payment of Directors’ fees of RM445,410 for the financial year ended 30 June 2012 (2011: RM382,795), to be divided amongst the Directors in such manner as the Directors may determine	Mgmt	For	For

2	To re-elect the following retiring Director: YBhg Datuk Yvonne Chia	Mgmt	For	For

3	To re-elect the following retiring Director: Ms Lim Tau Kien	Mgmt	For	For

4	That YBhg Tan Sri Dato’ Seri Khalid Ahmadbin Sulaiman, a Director who retires in compliance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the conclusion of the next Annual General Meeting	Mgmt	For	For


5	To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and authorise the Directors to fix their remuneration	Mgmt	For	For

6	Authority To Directors To Issue Shares	Mgmt	For	For

7	Proposed Renewal of Shareholders’ Mandate on Recurrent Related Party Transactions of a Revenue or Trading Nature with Hong Leong Company (Malaysia) Berhad (“HLCM”) and Persons Connected with HLCM	Mgmt	For	For

8	Proposed Renewal of Shareholders’ Mandate on Recurrent Related Party Transactions of a Revenue or Trading Nature with Tower Real Estate Investment Trust (“Tower REIT”)	Mgmt	For	For

9	Proposed Establishment of a New Executive Share Option Scheme of up to 10% of the Issued and Paid-up Ordinary Share Capital (Excluding Treasury Shares) of the Company	Mgmt	Against	Against

10	Proposed Grant of Options to Mr Choong YeeHow	Mgmt	Against	Against

11	Proposed Grant of Options to Mr Quek KonSean	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

HUGO BOSS AG, METZINGEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian’s accounts, please contact your CSR for more information.	Non-Voting

	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Inorder to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain registered up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting


	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 01 MAY 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the established annual financial statements for the period ending December 31, 2012 and the report of the Managing Board for HUGO BOSS AG, the approved consolidated annual financial statements for the period ending December 31, 2012 and the report of the Managing Board for the HUGO BOSS Group as well as the report of the Supervisory Board, the proposal of the Managing Board for the appropriation of the net profit for the 2012 financial year and the explanatory report on disclosures pursuant to Sect. 289 (4) and (5) and Sect. 315 (2) No. 5 and (4) of the German Commercial Code (HGB) for the 2012 financial year	Non-Voting

2.	Resolution on the appropriation of net profit for the 2012 financial year	Mgmt	For	For

3.	Resolution on the grant of formal approval for the acts of the members of the Managing Board in the 2012 financial year	Mgmt	For	For

4.	Resolution on the grant of formal approval for the acts of the members of the Supervisory Board in the 2012 financial year	Mgmt	For	For

5.	Election of auditors and group auditors for the 2013 financial year as well as of auditors for the review (pruferische Durchsicht) of the abbreviated financial statements and of the interim report of the Managing Board for the first half of the 2013 financial year: Ernst & Young GmbH	Mgmt	For	For

6.a	Resolution on the approvals of the agreements amending existing control and profit transfer agreements: In case of the Amendment Agreement among HUGO BOSS AG and HUGO BOSS Beteiligungsgesellschaft mbH	Mgmt	For	For

6.b	Resolution on the approvals of the agreements amending existing control and profit transfer agreements: In case of the Amendment Agreement among HUGO BOSS AG and HUGO BOSS Internationale Beteiligungs GmbH	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

INDIAN HOTELS CO LTD, MUMBAI


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2012, and the Balance Sheet as at that date, together with the Report of the Board of Directors and the Auditors thereon	Mgmt	For	For

2	To declare a dividend on Ordinary Shares	Mgmt	For	For

3	To appoint a Director in place of Mr. Jagdish Capoor, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

4	To appoint a Director in place of Mr. K. B. Dadiseth, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

5	To appoint a Director in place of Mr. Nadir Godrej, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

6	To appoint Auditors and fix their remuneration	Mgmt	For	For

7	Resolved that pursuant to Sections 258, 259 and all other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company and subject to the approval of the Central Government, the total number of Directors of the Company be increased from 12 (twelve) to 16 (sixteen); Resolved further that any of the Directors of the Company or the Company Secretary be and are hereby authorized severally to take all such steps as may be necessary, proper or expedient to give effect to the resolution	Mgmt	For	For

8	To appoint a Director in place of Mr. Mehernosh S. Kapadia, who was appointed as an Additional Director of the Company with effect from August 10, 2011, by the Board of Directors and who holds office upto the date of the forthcoming Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (the Act), but who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 257 of the Act along with the prescribed deposit from a Member of the Company proposing his candidature, for the office of the Director of the Company	Mgmt	For	For

9	Resolved that pursuant to the provisions of Sections 198, 269, 309 and such other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII, the Company hereby approves the appointment and terms of remuneration of Mr. Mehernosh S. Kapadia, as a Whole-time Director of the Company for a period of five years with effect from August 10, 2011, upon the terms and conditions, including those relating to remuneration as set out in the Explanatory Statement annexed to the Notice convening this meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with liberty to the Directors to alter CONTD	Mgmt	For	For

CONT	CONTD and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr. Mehernosh S. Kapadia, subject to such statutory approvals as may be necessary	Non-Voting

Manning & Napier Fund, Inc. International Series

INDUSTRIA DE DISENO TEXTIL INDITEX SA



Security:	E6282J109	Agenda Number:	703950673

Ticker:		Meeting Type:	AGM

ISIN:	ES0148396015	Meeting Date:	7/17/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 100419 DUE TO CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 18 JULY 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting

1	Review and approval, where appropriate, of the annual accounts (Balance Sheet, Profit and Loss Account, Shareholders’ Equity Statement, Cash Flow Statement and Annual Report) and Management Report of Industria de Diseno Textil, S.A. (INDITEX, S.A.) for fiscal year 2011, ended 31st January 2012	Mgmt	For	For

2	Review and approval, where appropriate, of the annual accounts (Balance Sheet, Profit and Loss Account, Statement of Comprehensive Income, Shareholders’ Equity Statement, Cash Flow Statement and Annual Report) and Management Report of the consolidated group (Inditex Group) for fiscal year 2011, ended 31st January 2012 and of the management of the company	Mgmt	For	For

3	Distribution of the income or loss of the fiscal year and distribution of dividends	Mgmt	For	For

4	Re-election of Gartler, S.L. to the Board of Directors as proprietary director	Mgmt	For	For

5	Ratification and appointment of a director as proprietary director	Mgmt	For	For

6	Appointment of Auditors for the Company and its Group for fiscal years 2012 through 2014, both inclusive	Mgmt	For	For

7	Motion to amend the Articles of Association: clause 15 (the General Meeting), clause 17 (Notice. Universal General Meetings), clause 20 (Representation at the General Meeting), clause 23 (Passing of Resolutions), clause 28 (Convening and quorum of Board Meetings. Passing of resolutions), clause 31 (Audit and Control Committee), clause 32 (Nomination and Remuneration Committee), clause 40 (Depositing of the accounts) and clause 42 (Procedure as to liquidation)	Mgmt	For	For

8	Motion to amend the General Meeting of Shareholders’ Regulations: section 4 (The General Meeting), section 6 (Powers of the General Meeting), section 8 (Notice), section 9 (Information available from notice), section 10 (Right to information prior to the General Meeting), section 12 (Proxies), section 13 (Proxy solicitation), section 20 (Speeches and questions by shareholders), section 22 (Voting of the proposed resolutions), section 28 (Publicity of the resolutions) and motion to introduce section 10bis (Electronic Forum of Shareholders)	Mgmt	For	For

9	Authorization to the Board of Directors for the derivative acquisition of treasury stock, superseding the authorization approved by the Annual General Meeting held in 2010	Mgmt	For	For



10	Approval of the corporate web page (www.inditex.com)	Mgmt	For	For

11	Consultative vote of the Annual report on Directors’ compensation	Mgmt	Against	Against

12	Information provided to the Annual General Meeting of Shareholders about the amendment of the Board of Directors’ Regulations	Non-Voting

13	Granting of powers for the implementation of resolutions	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ITC LTD



Security:	Y4211T171	Agenda Number:	703943111

Ticker:		Meeting Type:	AGM

ISIN:	INE154A01025	Meeting Date:	7/27/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 993214 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2012, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare dividend of INR 4.50 Per Share for the financial year ended 31st March, 2012	Mgmt	For	For

3.1	Re-elect A. Ruys as Director	Mgmt	Against	Against

3.2	Re-elect D.K. Mehrotra as Director	Mgmt	Against	Against

3.3	Re-elect S.B. Mathur as Director	Mgmt	For	For

3.4	Re-elect P.B. Ramanujam as Director	Mgmt	For	For

3.5	Re-elect A. Baijal as Director	Mgmt	For	For

4	Resolved that Messrs. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 302009E), be and are hereby appointed as the Auditors of the Company to hold such office until the conclusion of the next Annual General Meeting to conduct the audit at a remuneration of INR 165,00,000/- payable in one or more installments plus service tax as applicable, and reimbursement of out-of-pocket expenses incurred	Mgmt	For	For

5	Resolved that Mr. Serajul Haq Khan be and is hereby re-appointed a Director of the Company, liable to retire by rotation, for a period of three years with effect from 27th July, 2012, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD



Security:	Y42531148	Agenda Number:	704028857

Ticker:		Meeting Type:	AGM

ISIN:	INE175A01038	Meeting Date:	9/21/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2012 (including Balance Sheet as at 31st March, 2012 and Consolidated Balance Sheet as at 31st March, 2012, Cash Flow Statement and Profit & Loss account and Consolidated Profit & Loss account for the year ended on even date) together with Schedules, Notes thereon and the reports of Board of Directors and Auditors thereon	Mgmt	For	For

2	To declare a Dividend on Ordinary and DVR Equity Shares of INR 2 each as specified	Mgmt	For	For

3	To appoint a Director in place of Mr. Atul B.Jain, who retires by rotation and being eligible offers himself for reappointment as Director	Mgmt	For	For

4	To appoint a Director in place of Mr. Ramesh C. A. Jain who retires by rotation and being eligible offers himself for reappointment as Director	Mgmt	Against	Against

5	Re-appointment of Statutory Auditors: M/s.Haribhakti and company, Chartered Accountants	Mgmt	For	For

6	Mortgage of Immovable Properties of the Company	Mgmt	For	For

7	Re-appointment and Remuneration of Mr.Ashok B. Jain as Executive Vice Chairman	Mgmt	For	For

8	Re-appointment and Remuneration of Mr. Anil B. Jain as CEO / Managing Director	Mgmt	For	For

9	Re-appointment and Remuneration of Mr. Ajit B. Jain as COO / Joint Managing Director	Mgmt	For	For

10	Re-appointment and Remuneration of Mr. Atul B. Jain as CMO / Joint Managing Director	Mgmt	For	For

11	Re-appointment and Remuneration of Mr. R.Swaminathan as Director-Technical	Mgmt	For	For

12	Payment of Commission to Non Executive Directors	Mgmt	For	For

13	Issue of Equity Warrants (and Ordinary Equity Shares on conversion of such Equity Warrants) to the entities of the Promoters Group	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS 5 AND 12. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD



Security:	Y42531163	Agenda Number:	704029847

Ticker:		Meeting Type:	AGM

ISIN:	IN9175A01010	Meeting Date:	9/21/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2012 (including Balance Sheet as at 31st March, 2012 and Consolidated Balance Sheet as at 31st March, 2012, Cash Flow Statement and Profit & Loss account and Consolidated Profit & Loss account for the year ended on even date) together with Schedules, Notes thereon and the reports of Board of Directors and Auditors thereon	Mgmt	For	For

2	To declare a Dividend on Ordinary and DVR Equity Shares of INR 2 each	Mgmt	For	For

3	To appoint a Director in place of Mr. Atul B.Jain, who retires by rotation and being eligible offers himself for reappointment as Director	Mgmt	For	For

4	To appoint a Director in place of Mr. Ramesh C. A. Jain who retires by rotation and being eligible offers himself for reappointment as Director	Mgmt	Against	Against

5	Re-appointment of Statutory Auditors: M/s.Haribhakti and Company, Chartered Accountants, Mumbai	Mgmt	For	For

6	Mortgage of Immovable Properties of the Company	Mgmt	For	For

7	Re-appointment and Remuneration of Mr.Ashok B. Jain as Executive Vice Chairman	Mgmt	For	For

8	Re-appointment and Remuneration of Mr. Anil B. Jain as CEO / Managing Director	Mgmt	For	For

9	Re-appointment and Remuneration of Mr. Ajit B. Jain as COO / Joint Managing Director	Mgmt	For	For

10	Re-appointment and Remuneration of Mr. Atul B. Jain as CMO / Joint Managing Director	Mgmt	For	For

11	Re-appointment and Remuneration of Mr. R.Swaminathan as Director-Technical	Mgmt	For	For

12	Payment of Commission to Non Executive Directors	Mgmt	For	For

13	Issue of Equity Warrants (and Ordinary Equity Shares on conversion of such Equity Warrants) to the entities of the Promoters Group	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD



Security:	Y42531148	Agenda Number:	704048760

Ticker:		Meeting Type:	EGM

ISIN:	INE175A01038	Meeting Date:	10/1/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Raising Funds through issuance of Foreign Currency Convertible Bonds	Mgmt	For	For

2	Issue of Securities on Preferential Allotment basis to Qualified Institutional Buyers under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD



Security:	Y42531163	Agenda Number:	704049750

Ticker:		Meeting Type:	EGM

ISIN:	IN9175A01010	Meeting Date:	10/1/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Raising Funds through issuance of Foreign Currency Convertible Bonds	Mgmt	For	For

2	Issue of Securities on Preferential Allotment basis to Qualified Institutional Buyers under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTIONS 1 AND 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD



Security:	Y42531148	Agenda Number:	704152153

Ticker:		Meeting Type:	EGM

ISIN:	INE175A01038	Meeting Date:	11/26/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Resolved that pursuant to the provisions of Section 31 and other applicable provisions of the Companies Act, 1956 and with immediate effect the Articles of Association of the Company be and are hereby authorized to be amended as under: (i) That in the existing Article 2, the following new definitions be inserted in alphabetical order: Definitions “Affiliates” with respect to: (a) the Investor, means any entity in the Mount Kellett Group;(b) the Promoters, means (i) any Relative and/or other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by, or is under common Control with such Promoters or Relatives; and (ii) such other Relatives of the Promoters who acquire Equity Securities in the Company; (c) the Company, means any Person that, either directly or CONTD	Mgmt	For	For

CONT	CONTD indirectly through one or more intermediate Persons, Controls, is Controlled by, or is under common Control with the Company; “Applicable Law” means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority; “Business Days” means any day other than a Saturday, Sunday or any day on which banks in Mauritius or Mumbai in India are closed; “Consent” means any notice, consent, approval, authorization, waiver, permit, grant, concession, agreement, license, certificate, exemption, order or registration, of, with or to any Person; “Control” (including with CONTD	Non-Voting


CONT	CONTD correlative meaning, the terms “Controlled by” and “under common Control” with) means the power and ability to direct the management and policies of the controlled enterprise through ownership of voting shares of the controlled enterprise or by contract or otherwise. An ownership of voting shares/interest of 10% or more in/of a Person shall be deemed to amount to Control over such Person; “DVR Shares” shall mean the Equity Shares issued by the Company with differential voting rights; “Equity Securities” means, with respect to any Person, such Person’s equity capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests (including in the case of the Company, Equity Shares, the DVR Shares, the Equity Warrants and the EDRs) or any options, warrants, convertible CONTD	Non-Voting

CONT	CONTD preference shares, loans or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such equity capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests (whether or not such derivative securities are issued by such Person and whether or not then currently convertible, exercisable or exchangeable); “EDRs” means (a) 4,705,094 European depository receipts issued by the Company and outstanding as on September 4, 2012 with underlying Equity Shares totaling to 2,352,547; and (b) 274 European depository receipts issued by the Company and outstanding as on September 4, 2012 with underlying DVR Shares totaling to 137; “Fully Diluted Basis” mean that the calculation should be made assuming that all outstanding options, CONTD	Non-Voting

CONT	CONTD warrants and other Equity Securities convertible into or exercisable or exchangeable for Equity Shares (whether or not by their term then currently convertible, exercisable or exchangeable) including assuming that all the Equity Warrants, Existing ESOP, Equity Securities have been issued, and have been fully converted, exercised or exchanged); “Government Authority” means any nation or government or any province, state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of India or other applicable jurisdiction (as applicable), or any political subdivision thereof or any other applicable CONTD	Non-Voting

CONT	CONTD jurisdiction; any court, tribunal or arbitrator and any securities exchange or body or authority regulating such securities exchange; “Governmental Approval” means any Consent of, with or to any Governmental Authority; “Investor(s)” means MKCP Institutional Investor (Mauritius) II Ltd., Vista Institutional Investor (Mauritius) Ltd. and Lantau Institutional Investor (Mauritius) Ltd.,all entities organized under the laws of Mauritius; “Investor Equity Shares” shall mean the 43,155,768 Equity Shares allotted to Investor(s) on 15th October 2012; “Jain NBFC” means Sustainable Agro Commercial Finance Limited, a public limited company registered under the Companies Act, 1956, with its registered office at 7, Kumtha Street, Ballard Estate, Mumbai-400 001, promoted by the Company and set up to undertake the business of a CONTD	Non-Voting

CONT	CONTD non banking finance company (and shall include its successors and assigns); “Minimum Required Shareholding” shall mean Investors and/or their Affiliates collectively continuing to hold at least 30,209,038 Equity Shares out of the Investor Equity Shares as allotted on 15th October 2012; “Mount Kellett Group” means the funds managed and/or investment vehicles managed, controlled and/or operated by Mount Kellett Capital Management LP, but excluding their portfolio companies; “Equity warrants” mean 75,00,000 warrants issued by the Company to the Promoters on 21 September 2012, each being convertible into 1 (one) Equity Share, such warrants being (a) issued for an aggregate upfront payment of INR 161,812,500 constituting 25% of the total amount payable; (b) convertible at a price of Rs. 86.30 per Equity Share, subject CONTD	Non-Voting


CONT	CONTD to compliance of the relevant provisions of the SEBI ICDR Regulations, on payment by the Promoters of an additional sum of INR 485,437,500 constituting balance 75% of the total amount payable; and (c) convertible within a maximum term of 18 months from the date of allotment; “Stock Exchange” shall mean the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited and/or any other recognized stock exchange on which the Equity Shares of the Company are listed; “Subsidiary” means a subsidiary within the meaning of Section 4 of the Act; “Promoters “shall mean and include Shri. Bhavarlal Jain, Shri Ashok B. Jain, Smt Jyoti Ashok Jain, Ms. Arohi Ashok Jain, Shri Attaman Ashok Jain, Shri Anil Bhavarlal Jain, Smt. Nisha Anil Jain, Shri Athang Anil Jain, Ms. Amoli Anil Jain, Ms. Ashuli Anil Jain, CONTD	Non-Voting

CONT	CONTD Shri Ajit Bhavarlal Jain, Smt. Shobhana Ajit Jain, Shri Abhedya Ajit Jain, Shri Abhang Ajit Jain, Shri Atul Bhavarlal Jain, Smt. Bhavana Atul Jain, Shri Anmay Atul Jain, M/s Jain Brothers Industries Private Limited, M/s Jalgaon Investment Private Limited, Jain Family Holding Trust, Jain Family Investment Trust, Jain Family Enterprise Trust, Jain Family Investment Management Trust and Jain Family Trust; “Relative” shall have the meaning ascribed to it under the Act; (ii) That the following new Article 6B be inserted after the existing Article 6A of the Articles of Association: 6B. (a) The Company shall not, at any time after 15th October 2012 till the expiry of the Financial Year ending March 31,2014, issue any securities (including any Equity Securities) of any type or class to any Person at a price below INR 80/- per share. CONTD	Non-Voting

CONT	CONTD Provided that, the restrictions on the Company herein shall not apply to any issuance of Equity Securities pursuant to the terms of the Existing ESOP. (b) Subject to Article 6B(a) and applicable law, the Company shall not, at any time after 15th October 2012 issue any securities (including any Equity Securities) of any type or class to any Person (the “Proposed Recipient”), unless the Company has offered to the Investors in accordance with the provisions of this Article the right to purchase the Investor’s Pro Rata Share of such issuance for a per unit consideration, payable solely in cash, equal to the per unit consideration to be paid by the Proposed Recipient and otherwise on the same terms and conditions as are offered to the Proposed Recipient. The Investor shall have a right, but not the obligation, to CONTD	Non-Voting

CONT	CONTD subscribe to its Pro Rata Share of such issuance (or a part thereof) on such terms and conditions. Provided that, the restrictions on the Company herein shall not apply to any issuance of Equity Securities (i) pursuant to the terms of the Existing ESOP, (ii) upon the conversion, exercise or exchange of the Equity Warrants outstanding as on 15th October 2012 or (iii) upon the conversion, exercise or exchange of FCCBs having been issued by the Company to International Finance Corporation or other eligible investor as on 15th October 2012. (c) Notice. Prior to the proposed issuance of securities by the Company, other than in connection with an issuance permitted under Article 6B(b) (a “Proposed Issuance”), the Company shall deliver to the Investors a written notice of the Proposed Issuance setting forth (i) the number, CONTD	Non-Voting

CONT	CONTD type and terms of the securities to be issued, (ii) the consideration to be received by the Company in connection with the Proposed Issuance and (iii) the identity of the Proposed Recipients. (d) Exercise of Rights. Within 21 (twenty one) days following delivery of the notice referred to Article 6B(c) above, the Investor shall give written notice to the Company specifying the number of securities to be purchased by the Investor and the calculation of its Pro Rata Share. Except as provided in the next succeeding sentence, failure by the Investor to give such notice within such 21 (twenty one) days period shall be deemed to be a waiver by the Investor of its rights under this Article with respect to such Proposed Issuance. If the Investor fails to give the notice required under this Article 6B(d) solely because of CONTD	Non-Voting


CONT	CONTD the Company’s failure to comply with the notice provisions of Article 6B(c), then the Company shall not issue securities pursuant to this Article and if purported to be issued, such issuance of securities shall be void. The Investor may assign to its Affiliate the right to acquire the securities pursuant to this Article 6B. (e) Failure to Subscribe. Subject to the Company’s compliance with the notice provisions of Article 6B(c), in the event that an Investor notifies the Company that it declines to exercise its right to subscribe to its Pro Rata Share of the Proposed Issuance, in part or in whole, or fails to respond to the Company’s notice or fails to settle the payment of the consideration required for the Proposed Issuance as due, the Proposed Issuance may be completed, and the Investor’s shareholding may be CONTD	Non-Voting

CONT	CONTD diluted accordingly. For the purpose of this Article, the following words shall have the following meaning: “Existing ESOP” means the stock options granted and vested by the Company pursuant to (a) employee stock option plan effective from May 13, 2006, under which the maximum number of Equity Shares that may be issued pursuant to exercise of all options granted to participants is 2,946,075 (two million nine hundred forty six thousand and seventy five); and (b) employee stock option plan effective from September 30, 2011 under which the maximum number of Equity Shares that may be issued pursuant to exercise of all options granted to participants is 5,356,000 (five million three hundred and fifty six thousand). “FCCBs” means an investment by IFC and other eligible investors in the Company of at least USD 40 million CONTD	Non-Voting

CONT	CONTD (US Dollar Forty Million ) and upto USD 55 million (US Dollar Fifty Five Million) by way of subscription to at least 4,000 but not exceeding 5,500 foreign currency convertible bonds (of a face value of USD 10,000 each, convertible at a per Equity Share price of at least Rs. 115/- (Rupees One Hundred Fifteen Only) (subject to adjustments as per the terms of issuance of such FCCBs; “Pro Rata Share” means, with respect to the Investor, the proportion that the number of Equity Securities held by the Investors collectively (as existing immediately prior to the Proposed Issuance, as defined in Article 6B(c)) bears to the aggregate number of outstanding Equity Securities, in each case on a Fully Diluted Basis; (iii) That the following new Article 67A be inserted after the existing Article 67 of the Articles of Association: CONTD	Non-Voting

CONT	CONTD 67A. (a) Transfer by the Promoters. Notwithstanding anything contained in the Articles, so long as the Investor and/or its Affiliates hold the Minimum Required Shareholding: (i) The Promoters shall continue to hold directly (legally and beneficially) at least 26% (twenty six per cent) of the Share Capital on a Fully Diluted Basis provided that the Promoters may hold the said Share Capital in the Company through another Person, provided that (a) the entire interest/share capital, voting interest and Control of such Person is held by Persons comprising the Promoters (other than Jain Brothers Industries Private Limited and Jalgaon Investment Private Limited) and (b) such Person signs a deed of adherence in form agreed with the Investors; and (ii) The Promoters shall hold at least 15% (fifteen percent) of the Share CONTD	Non-Voting

CONT	CONTD Capital (both directly and indirectly) on a Fully Diluted Basis, free and clear of any Encumbrances; and The Promoters shall not be capable of avoiding the above restrictions by the holding of Equity Securities indirectly through a company or other entity that can itself be sold/ Encumbered in order to dispose of an interest in the Equity Securities free of such restrictions. Any Transfer/ Encumbrance at a holding company level shall also constitute a Transfer/ Encumbrance of the relevant Equity Securities. (b) Transfer by the Investor (i) Unless permitted by Applicable Law, the Investor shall not be permitted to Transfer the Investor Equity Shares for a period of 1 (one) year from the date of allotment of the relevant Investor Equity Shares (15.10.2012). Upon the expiry of the aforesaid period of 1 (one) year, the CONTD	Non-Voting



CONT	CONTD Investor Equity Shares shall be freely transferable without any restrictions whatsoever. (ii) In the event that: (a) any of the Investors propose to Transfer any Investor Equity Shares by way of a Negotiated Deal to an MIS Competitor (as hereinafter defined),the Investor shall intimate the Promoters of such proposed Transfer (by way of a written notice containing details of (a) the number of Investor Equity Shares proposed to be Transferred to; (b) the identity of the MIS Competitor; and (c) the price and other terms on which such Investor Equity Shares are proposed to be Transferred) at least 3 (three)Business Days prior to such Transfer; “MIS Competitor” shall mean any Person directly or through its Subsidiaries carrying on the business of micro-irrigation within the territory of India (“MIS Business”), and CONTD	Non-Voting

CONT	CONTD provided further that the annual turnover (for the immediately preceding financial year as per the last audited accounts of such Person) as arising from the MIS Business must (a) be in excess of 15% of its aggregate annual turnover; and (b) be in excess of INR One Hundred Crores; The intimation requirement set forth herein above shall not be applicable if the Investor Transfers the Investor Equity Shares on a Stock Exchange otherwise than by way of a Negotiated Deal, without being aware of the identity of the buyer of such Investor Equity Shares at the time of execution of such Transfer. (b) any of the Investors proposes to invest in a Company Competitor (as herein after defined), the Investors shall cease to have the rights granted under Articles 88(b), 111A and 149A(a) and 149A(c).“Company Competitor” shall mean CONTD	Non-Voting

CONT	CONTD any Person that’s primary business is: (i) the business of (i) micro-irrigation, whether carried out within the territory of India or outside it; and/or (ii) manufacturing pipes within the territory of India which are used for the purposes of water supply, irrigation, sewage, or similar and related purposes; and/or (iii) agro-food processing in relation to the same products as undertaken by accompany, within the territory of India; (collectively the “Competing Business”); and(ii) provided further that the annual turnover (for the immediately preceding financial year as per the last audited accounts of such Person) as arising from the Competing Business must (i) be in excess of 20% of its aggregate annual turnover; and (ii) be in excess of INR One Hundred Crores. For the purposes of this Article 67A, the CONTD	Non-Voting

CONT	CONTD following words shall have the following meanings: “Encumbrances” means(a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest, non-disposal undertaking (whether or not accompanied with a power of attorney) or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law, (b)any voting agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any Person and (iii) any adverse claim as to title, possession or use;“Negotiated Deal” CONTD	Non-Voting

CONT	CONTD shall mean any negotiated sale on a Stock Exchange (whether in any specially designated bulk deal window or otherwise) or off such stock exchange where the Investors are aware of the identity of the purchaser; “Share Capital” means the total issued, subscribed and paid-up equity share capital of the Company and includes the DVR Shares issued by the Company; “Transfer” means and includes any direct or indirect sale, assignment, lease, transfer, pledge, gift, Encumbrance or other disposition of or the subjecting to an Encumbrance of, any property, asset, right or privilege or any interest therein or thereto. (iv) That the following new Article 88(b) be inserted after the existing Article 88(a) of the Articles of Association: 88(b). Notwithstanding anything contained in the Articles, so long as the Investors and/or CONTD	Non-Voting


CONT	CONTD their Affiliates hold the Minimum Required Shareholding, the Promoters and the Company shall ensure that no resolution shall be passed or issue decided at any meeting of the Board or shareholders, or any decision taken by any officer of the Company or Committee, or otherwise, with respect to the matters specified below unless a prior consent of the Investors has been obtained in writing on such matter or the Investors cast an affirmative vote in the meeting of the shareholders of the Company in respect of such matter: 1. Any material change in the nature or scope of the Business or activities undertaken by the Company, Provided that this shall not exclude the Company from conducting business with Jain NBFC in the manner provided for in these Articles or agreed in writing with the Investors; For the purpose of this CONTD	Non-Voting

CONT	CONTD clause: “Business” means the following business activities which are currently carried on by the Company: (a)agriculture inputs including irrigation systems and projects; (b) water distribution and treatment; (c) food processing and fruit and vegetable distribution; (d) plastic products for infrastructure (rural and urban), building and/or construction sectors); and (e) non-conventional energy; and includes any activities incidental, ancillary or supplemental thereto. 2. Any direct/ indirect sale, divestment, merger, amalgamation or demerger by the Company of any of its material assets and/or any division. Any direct/ indirect sale, divestment, merger, amalgamation or de merger by the ‘Direct Subsidiaries’ or ‘Indirect Subsidiaries’ of the Company, if it results in change in ‘Control’ of such Subsidiaries. For the CONTD	Non-Voting

CONT	CONTD purpose of this clause: ‘Control’ shall mean the power and ability to direct the management and policies of the controlled enterprise through ownership of voting shares of the controlled enterprise or by contract or otherwise. An ownership of voting shares/interest in/of (i) in case of Indirect Subsidiaries, 26% or more and (ii) in case of Direct Subsidiaries, 10% or more, shall be deemed to amount to ‘control’ over Subsidiaries. ‘Direct Subsidiaries’ shall mean a Subsidiary of the Company in which the Company directly holds more than 50% of its issued, subscribed and paid-up share capital or voting interest, or Controls or have the ability to appoint a majority of its board of directors. ‘Indirect Subsidiaries’ shall mean subsidiary of a Subsidiary of the Company (“Step Down Subsidiary”), or a further Subsidiary CONTD	Non-Voting

CONT	CONTD of a Step Down Subsidiary (“Further Step Down Subsidiary”) and so on so as to cover all indirect step down subsidiaries of the Company and its Direct Subsidiaries etc. 3.Any amendment of the Memorandum of Association and Articles of the Company that has an impact on the rights of the Investor or the Investor Equity Shares; 4. Purchase, redemption or other reorganisation of its Share Capital (other than as agreed for in the agreement with the Investors); or any buy-back of Equity Shares or other securities (including Equity Securities, or variation in the voting rights of the DVR Shares; 5. Windingup or liquidation or the appointment of receivers or administrators over any of its assets or undertaking or the initiation of any other insolvency or quasi-insolvencyproceeding or the cessation of any business carried CONTD	Non-Voting

CONT	CONTD out by the Company; 6. Change of Statutory Auditors of the Company; 7. Transactions between the Company and any related party (including the Promoters and Affiliates of the Company and/or the Promoters, but excluding Subsidiaries of the Company) exceeding Rs. 50,000,000 (Rupees Fifty Million only) in value on acumulative basis in any financial year of the Company, except as agreed with the Investors in writing. For the purpose of this Article related party transactions shall not include (a) transactions with the Jain NBFC after execution of the Framework Guidelines and provided that such transactions are in compliance with such Framework Guidelines,(b) remuneration given to the Sponsors (that shall be as decided by the Board from time to time), or performance incentives not exceeding the limit approved by the CONTD	Non-Voting


CONT	CONTD annual general meeting of the Company held on 21 September 2012. It is clarified that any change in the limit approved at the annual general meeting of 2012 shall be subject to the restrictions set forth herein. The restriction on remuneration (including performance incentives) to the Sponsors shall apply only till Financial Year ended 31 March 2015, beyond which any remuneration to Sponsors shall be as decided by the Board (from time to time) and shall not be subject to the restrictions herein. 8. Any amendment, variation of the Framework Guidelines or conduct of any transactions in contravention or deviation of/from the Framework Guidelines shall require prior consultation and approval of the Investor; and 9. Any alteration in the powers/duties delegated by the Board to the Operations Review Committee of the Board, CONTD	Non-Voting

CONT	CONTD from those delegated under Board Resolution dated January 28, 2010. For the purposes of this Article 88B, the following words shall have the following meaning: “Framework Guidelines” means the guidelines framed and adopted by the Board of the Company for conduct of business between the Company and the Jain NBFC, in consultation and with the approval of the Investors; “Sponsors” means Mr. Anil B. Jain, Mr. Ajit B. Jain, Mr. Ashok B. Jain and Mr. Atul B. Jain; (v) That the following new Article 111A be inserted after the existing Article 111 of the Articles of Association: 111A. Investor Observer. (a) So long as the Investors and/or their Affiliates hold the Minimum Required Shareholding, the Investors shall collectively have the right to nominate a non-voting observer (“Investor Observer”) on the Board of the CONTD	Non-Voting

CONT	CONTD Company as well as all the committees of the Board including on the Audit Committee, Remuneration Committee and such other committees of the Board which may be constituted from time to time, except for the Operations Review Committee. The Investor Observer may be removed/replaced only by the Investors (upon reasonable written notice being provided in this regard to the Company), and the Investors shall collectively have the right to nominate another person in place of such removed Investor Observer. The Investor Observer nominated by the Investors shall not be a Director, Observer or in any other way involved in the operations or business of any Company Competitor (as defined in Article 67A). The Investor Observer shall have a right to attend all the meetings of the Board and the committees (except for meetings of CONTD	Non-Voting

CONT	CONTD the Operations Review Committee) of the Board (“Relevant Meeting”) subject to such Investor Observer having executed the non-disclosure agreement in the form agreed with the Investors. (b) Notice. The Investor Observer shall be given written notice of a Relevant Meeting at the same time as given to the Directors and such notice shall be accompanied with the same documents/information as provided to the Directors. The above notice/information to the Investor Observer shall be sent to the designated address or by way of an email to such address as may be intimated to the Company from time to time. (vi) That the following new Article 149A be inserted after the new Article 149 of the Articles of Association: 149A. Information. (a) So long as the Investors and/or their Affiliates hold the Minimum Required Shareholding, CONTD	Non-Voting

CONT	CONTD the Investors shall have the right to request, and the Company shall furnish to the Investors, the following information, as soon as practicable (and in no event later than a period of 3 (three) Business Days of issuance of a request by the Investor), in relation to the Company after the same is disclosed to or filed with any Governmental Authority or to any Stock Exchange as required under Applicable Law: (i) Monthly operating MIS of the Company and the indicative Monthly operating MIS of Jain NBFC in the format agreed with the Investors within 15 (fifteen) days from the end of each month; (ii) Quarterly financial and operating MIS of the Company and Jain NBFC in the format agreed with the Investors within 45 (forty five) days of the end of each quarter; (iii) Quarterly unaudited unconsolidated accounts of the CONTD	Non-Voting


CONT	CONTD Company and Jain NBFC (within 45 (forty five) days of the end of each quarter); (iv) Quarterly unaudited consolidated accounts of the Company and its Subsidiaries (within 90 (ninety) days of the end of each quarter); (v) Annual unconsolidated accounts of the Company (within 90 (ninety) days from the end of each financial year); (vi) Annual consolidated accounts of the Company and its Subsidiaries, and also of the Jain NBFC (and its Subsidiaries) within 120 (one hundred and twenty) days from the end of each financial year; (vii) Annual budget of the Company (before the start of the subsequent financial year); (viii) Copies of the Company’s annual and periodic reports or such other information as made available to its Board of Directors; and (ix) Such further information that the Investor may reasonably require. (b) CONTD	Non-Voting

CONT	CONTD Notwithstanding the aforesaid, the Company shall only provide the Investors with non-price sensitive information, and public information as and when they become available. The Company shall not provide the Investors with any information which contains or may constitute price-sensitive and non-public information unless the same has been published by the Company in accordance with Applicable Law. (c) Access. Subject to Article 149A(b) above, so long as the Investors and/or their Affiliates hold the Minimum Required Shareholding, the Company shall give reasonable access to the Investors and their respective Representatives to visit and inspect all properties, assets, corporate, financial and other records, reports, books, contracts and commitments of the Company, subject to receiving prior reasonable notice in writing CONTD	Non-Voting

CONT	CONTD from the Investors and the costs of which inspection/ visit are to be borne solely by the Investors. For the purposes of this Article 149A, the following words shall have the following meaning: “Representatives” shall mean the directors, officers, agents, employees (including those on secondment) and/ or respective legal, financial and professional advisors, bankers and other representatives	Non-Voting

2	Mortgage of Immovable Properties of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1	Resolved that pursuant to the provisions of Section 31 and other applicable provisions of the Companies Act, 1956 and with immediate effect the Articles of Association of the Company be and are hereby authorized to be amended as under: (i) That in the existing Article 2, the following new definitions be inserted in alphabetical order: as specified (ii) That the following new Article 6B be inserted after the existing Article 6A of the Articles of Association: as specified (iii) That the following new Article 67A be inserted after the existing Article 67 of the Articles of Association: as specified (iv) That the following new Article 88(b) be inserted after the existing Article 88(a) of the Articles of Association: as specified (v) That the following new Article 111A be inserted after the existing Article CONTD	Mgmt	For	For

CONT	CONTD 111 of the Articles of Association: as specified (vi) That the following new Article 149A be inserted after the new Article 149 of the Articles of Association: as specified	Non-Voting

2	Mortgage of Immovable Properties of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 180662 DUE TO RECEIPT OF PAST RECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU.	Non-Voting

1	Authority for charge by way of mortgage/hypothecation of undertaking(s) of the Company u/s 293 (1) (a) of the Companies Act, 1956 in favour of specified lenders/ Trustee	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 180757 DUE TO RECEIPT OF PAST RECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU.	Non-Voting

1	Authority for charge by way of mortgage/hypothecation of undertaking(s) of the Company u/s 293 (1) (a) of the Companies Act, 1956 in favour of specified Lenders/Trustee	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

KAO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For


2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

3.1	Appoint a Corporate Auditor	Mgmt	For	For

3.2	Appoint a Corporate Auditor	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

KEYENCE CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2	Appoint a Substitute Corporate Auditor	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KEYENCE CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	Against	Against


2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

3	Appoint a Corporate Auditor	Mgmt	Against	Against

4	Appoint a Substitute Corporate Auditor	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KIRIN HOLDINGS COMPANY, LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Change Company’s Location to Nakano-ku	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For


3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

4	Approve Payment of Bonuses to Corporate Officers	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KOMERI CO.,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Approve Minor Revisions, Eliminate Articles Allowing Company to Repurchase its Own Shares, Reduce Term of Office of Directors to One Year, Allow Board to Authorize Use of Appropriation of Retained Earnings	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

LARSEN & TOUBRO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To consider and adopt the Balance Sheet as at March 31, 2012, the Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon	Mgmt	For	For

2	To declare a dividend on equity shares	Mgmt	For	For

3	To appoint Mr. A. M. Naik as a Director liable to retire by rotation with effect from October 1,2012 that is the date on which he ceases to be Managing Director of the Company	Mgmt	For	For

4	To appoint a Director in place of Mr. ThomasMathew T., who retires by rotation and iseligible for re-appointment	Mgmt	For	For

5	To appoint a Director in place of Mr. M. V.Kotwal, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

6	To appoint a Director in place of Mr. V. K.Magapu, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

7	To appoint a Director in place of Mr. RaviUppal, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

8	Mr. J. S. Bindra a Director due to retire by rotation at this Annual General Meeting is not seeking re-election and accordingly it is“resolved that the vacancy thereby caused be not filled up at this meeting or at any adjournment thereof	Mgmt	For	For

9	Resolved that pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the appointment of Mr. A. M. Naik,as the Executive Chairman of the Company with effect from October 1, 2012 up to and including September 30, 2017. resolved further that Mr. A. M. Naik, in his capacity as the Executive Chairman be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members as per the details given in the explanatory statement	Mgmt	For	For

10	Resolved that pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIIIof the said Act, approval be and is hereby granted to the appointment of Mr. K.Venkataramanan, as the Chief Executive Officer and Managing Director of the Company with effect from April 1, 2012 upto and including September 30, 2015. resolved further that Mr. K. Venkataramanan in his capacity as the Chief Executive Officer and Managing Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members as per the details given in the explanatory statement	Mgmt	For	For


11	Resolved that pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the appointment of Mr. R. Shankar Raman, as the Whole-time Director of the Company with effect from October 1, 2011 upto and including September 30, 2016. resolved further that Mr. R. Shankar Raman in his capacity as the Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members as per the details given in the explanatory statement	Mgmt	For	For

12	Resolved that pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the appointment of Mr. Shailendra Roy, as the Whole-time Director of the Company with effect from March 9, 2012 upto and including March 8, 2017. resolved further that Mr. Shailendra Roy in his capacity as the Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members as per the details given in the explanatory statement	Mgmt	For	For

13	Resolved that in supersession of all previous resolutions in this regard and in accordance with the provisions of Section 81(1A) and other applicable provisions, if any of the Companies Act, 1956, Foreign Exchange Management Act, 1999, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘SEBI Regulations’), Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed, enabling provisions in the Memorandum and Articles of Association of the Company as also provisions of any other applicable laws, rules and regulations (including any amendments thereto or re-enactments thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions of the Securities and Exchange Board of India (CONTD	Mgmt	For	For

CONT	CONTD SEBI), Government of India (GOI), Reserve Bank of India (RBI) and all other appropriate and/or concerned authorities, or bodies and subject to such conditions and modifications, as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (‘Board’) (which term shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the Board be and is hereby authorized to offer, issue and allot in one or more tranches, to Investors whether Indian or Foreign, including Foreign Institutions, Non-Resident Indians, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pensions Funds, Individuals or CONTD	Non-Voting

CONT	CONTD otherwise, whether shareholders of the Company or not, through a public issue and/ or on a private placement basis, foreign currency convertible bonds and/or equity shares through depository receipts and/or bonds with share warrants attached including by way of Qualified Institutional Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) in terms of Chapter VIII of the SEBI Regulations, through one or more placements of equity shares/fully convertible debentures (FCDs)/ partly convertible debentures (PCDs)/non-convertible debentures (NCDs) with warrants or any securities (other than warrants) which are convertible into or exchangeable with equity shares at a later date (hereinafter collectively referred to as “Securities”), secured or unsecured so that the total amount raised through issue of the Securities CONTD	Non-Voting


CONT	CONTD shall not exceed USD 600 mn or INR 3200 crore, if higher (including green shoe option) as the Board may determine, where necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Financial and/or Legal Advisors, Rating Agencies / Advisors, Depositories, Custodians, Principal Paying / Transfer Conversion agents, Listing agents, Registrars, Trustees, Printers, Auditors, Stabilizing agents and all other Agencies/Advisors. resolved further that for the purpose of giving effect to the above, the Board be and is hereby also authorised to determine the form, terms and timing of the issue(s), including the class of investors to whom the Securities are to be allotted, number of Securities to be allotted in each tranche, issue price, face value, premium amount in issue/ conversion/ exerciseCONTD	Non-Voting

CONT	CONTD / redemption, rate of interest, redemption period, listings on one or more stock exchanges in India or abroad as the Board may in its absolute discretion deems fit and to make and accept any modifications in the proposals as may be required by the authorities involved in such issue(s) in India and/or abroad, to do all acts, deeds, matters and things and to settle any questions or difficulties that may arise in regard to the issue(s). resolved further that in case of QIP issue it shall be completed within 12 months from the date of this Annual General Meeting. resolved further that in case of QIP issue the relevant date for determination of the floor price of the Equity Shares to be issued shall be- i) in case of allotment of equity shares, the date of meeting in which the Board decides to open the proposed issue iiCONTD	Non-Voting

CONT	CONTD ) in case of allotment of eligible convertible securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares, as may be determined by the Board. resolved further that the Equity Shares so issued shall rank pari passu with the existing Equity Shares of the Company in all respects. resolved further that the Equity Shares to be offered and allotted shall be in dematerialized form. resolved further that for the purpose of giving effect to any offer, issue or allotment of Securities the Board, be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in absolute discretion, deem necessary or desirable CONTD	Non-Voting

CONT	CONTD for such purpose, including without limitation, the determination of the terms thereof, for entering into arrangements for managing, underwriting, marketing, listing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. resolved further that the Board be and is hereby authorised to appoint Lead Manager(s) in offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with CONTD	Non-Voting

CONT	CONTD Lead Manager(s) and to seek the listing of such securities. resolved further that the Company do apply for listing of the new Equity Shares as may be issued with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited or any other Stock Exchange(s). resolved further that the Company do apply to the National Securities Depository Limited and/or Central Depository Services (India) Limited for admission of the Securities. resolved further that the Board be and is hereby authorised to create necessary charge on such of the assets and properties (whether present or future) of the Company in respect of Securities and to approve, accept, finalize and execute facilities, sanctions, undertakings, agreements, promissory notes, credit limits and any of the documents and papers in connection with the CONTD	Non-Voting

CONT	CONTD issue of Securities. resolved further that the Board be and is hereby authorised to delegate all or any of the powers herein conferred to a Committee of Directors in such manner as they may deem fit	Non-Voting


14	Resolved that the Company’s Auditors, M/s Sharp & Tannan, Chartered Accountants (ICAI Registration No. 109982W), who hold office upto the date of this Annual General Meeting but, being eligible, offer themselves for re-appointment, be and are hereby re-appointed as Auditors of the Company including all its branch offices for holding the office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting at a remuneration of INR 108,00,000/-(Rupees One Crore Eight Lakh Only) exclusive of service tax, traveling and other out of pocket expenses	Mgmt	Against	Against

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

LG ELECTRONICS INC, SEOUL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2	Approval of partial amendment to articles of incorporation	Mgmt	For	For

3	Election of directors 2 inside directors (Chang Woo Lee, Jong Nam Joo)	Mgmt	For	For

4	Election of audit committee member election of 1 audit committee member as outside director (Chang Woo Lee)	Mgmt	For	For

5	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

LINDE AG, MUENCHEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting


	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 08.05.2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14.05.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the financial statements and annual report for the 2012 financial year with the report of the Supervisory Board, the group financial statements, the group annual report, and the report pursuant to Sections 289(4) and 315(4) of the German Commercial Code	Non-Voting

2.	Resolution on the appropriation of the distributable profit of EUR 500,010,213.60 as follows: Payment of a dividend of EUR 2.70 per no-par share Ex-dividend and payable date: May 30, 2013	Mgmt	For	For

3.	Ratification of the acts of the Board of MDs	Mgmt	For	For

4.	Ratification of the acts of the Supervisory Board	Mgmt	For	For

5.	Appointment of auditors for the 2013 financial year: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin	Mgmt	For	For

6.	Resolution on the revocation of the existing authorized capital I, the creation of a new authorized capital I, and the corresponding amendment to the articles of association. The existing authorized capital I shall be revoked. The Board of MDs shall be authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 47,000,000 through the issue of up to 18,359.375 new bearer no-par shares against contributions in cash and/or kind, on or before May 28, 2018 (authorized capital I). Shareholders shall be granted subscription rights except for residual amounts, for the granting of such rights to holders of option or conversion rights, for a capital increase of up to 10 pct. of the share capital against contributions in cash if the shares are issued at a price not materially below their market price, for the issue of shares against contributions in kind, and for the issue of employee shares of up to EUR 3,500,000	Mgmt	For	For

7.	Resolution on the authorization to issue convertible and/or warrant bonds, the creation of contingent capital, and the corresponding amendment to the articles of association. The existing authorization given by the shareholder’s meeting of May 4, 2010, to issue bonds and create contingent capital shall be revoked. The Board of MDs shall be authorized, with the consent of the Supervisory Board, to issue bearer or registered bonds of up to EUR 3,500,000,000 conferring conversion and/or option rights for shares of the company, on or before May 28, 2018. Shareholders shall be granted subscription rights except for residual amounts, for the issue of bonds conferring conversion and/or option rights for shares of the company of up to 10 pct. of the share capital at a price not materially below their theoretical market value, and for the granting of such rights to holders of conversion or option rights. The company’s share capital shall be increased accordingly by up to EUR 47,000,000 through the issue of up to 18,359,375 new no-par shares, insofar as conversion and/or option rights are exercised (contingent capital 2013)	Mgmt	For	For


8.	Resolution on the revocation of the existing contingent capital 2002 and the corresponding amendment to the articles of association	Mgmt	For	For

9.1	Elections to the Supervisory Board: Ann- Kristin Achleitner	Mgmt	For	For

9.2	Elections to the Supervisory Board: Clemens Boersig	Mgmt	For	For

9.3	Elections to the Supervisory Board: Michael Diekmann	Mgmt	For	For

9.4	Elections to the Supervisory Board: Franz Fehrenbach	Mgmt	For	For

9.5	Elections to the Supervisory Board: Klaus- Peter Mueller	Mgmt	For	For

9.6	Elections to the Supervisory Board: Manfred Schneider	Mgmt	For	For

9.7	Elections to the Supervisory Board, Substitute member: Mathias Otto	Mgmt	For	For

9.8	Elections to the Supervisory Board, Substitute member: Guenter Hugger	Mgmt	For	For

10.1	Resolution on further amendments of the Articles of Association: Resolution on the amendment of number 2.1 of the Articles of Association (Object of the Company)	Mgmt	For	For

10.2	Resolution on further amendments of the Articles of Association: Resolution on the amendment of number 7.1 of the Articles of Association (Composition of the Supervisory Board)	Mgmt	For	For

10.3	Resolution on further amendments of the Articles of Association: Resolution on the amendment of number 11 of the Articles of Association (Remuneration of the Supervisory Board)	Mgmt	For	For

10.4	Resolution on further amendments of the Articles of Association: Resolution on the amendment of number 17.1 of the Articles of Association (Announcements of the Company)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

LUPIN LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the audited balance sheet as at March 31, 2012, statement of profit and loss for the year ended on that date and reports of directors and auditors	Mgmt	For	For

2	To declare dividend for the year ended March 31, 2012	Mgmt	For	For


3	To appoint a director in place of Dr. Vijay Kelkar, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

4	To appoint a director in place of Mr. Richard Zahn, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

5	To appoint a director in place of Mr. R. A. Shah, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

6	To appoint auditors to hold office from the conclusion of Thirtieth Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

MALAYSIA AIRPORTS HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Proposed dividend reinvestment plan that provides the shareholders of MAHB (“shareholders”) the option to elect to reinvest their cash dividend in new ordinary shares of RM1.00 each in MAHB (“MAHB shares”) (“proposed DRP”)	Mgmt	For	For

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION 1. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

MALAYSIA AIRPORTS HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Audited Financial Statements for the financial year ended 31 December 2012 together with the Reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare and approve the payment of a final single-tier dividend of 7.63 sen per ordinary share in respect of the financial year ended 31 December 2012 as recommended by the Directors	Mgmt	For	For

3	To approve the payment of Directors’ fees for the financial year ended 31 December 2012	Mgmt	For	For


4	To approve the proposed increase of Directors’ fees with effect from 1 April 2013	Mgmt	Against	Against

5	To re-elect Tan Sri Dato’ Sri Dr. Wan Abdul Aziz bin Wan Abdullah who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	For	For

6	To re-elect Dato’ Syed Faisal Albar bin Syed A.R Albar who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

7	To re-elect Tunku Dato’ Mahmood Fawzy bin Tunku Muhiyiddin who shall retire in accordance with Article 129 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

8	To re-elect Datuk Alias bin Haji Ahmad who shall retire in accordance with Article 131 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

9	To re-elect Jeremy bin Nasrulhaq who shall retire in accordance with Article 131 of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	Against	Against

10	To re-appoint Messrs. Ernst & Young as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration	Mgmt	Against	Against

11	Authority to Issue and Allot Shares Pursuant to Section 132D of the Companies Act, 1965	Mgmt	For	For

12	Proposed Renewal of the Authority to Allot and Issue New Ordinary Shares of RM 1.00 each in MAHB (“MAHB Shares”), for the purpose of the Company’s Dividend Reinvestment Plan (“DRP”) that provides the Shareholders of MAHB (“Shareholders”) the option to elect to reinvest their cash dividend in MAHB Shares	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MAPFRE, SA, MADRID


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 10 MAR 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting

1	Approve the individual and consolidated Financial Statements for financial year 2012	Mgmt	For	For

2	Approve the Board of Directors’ management during financial year 2012	Mgmt	For	For


3	Ratify the appointment of Mr. Jose Ignacio Goirigolzarri as Director, agreed by the Board of Directors on 26th July 2012 by co-optation to fill the vacancy resulting from the stepping down of Mr. Rodrigo de Rato y Figaredo, and elect him for a four-year period	Mgmt	For	For

4	Ratify the appointment of Mr. Manuel Lagares Gomez-Abascal as Director, agreed by the Board of Directors on 26th July 2012 by co-optation to fill the vacancy resulting from the stepping down of Mr. Jose Antonio Moral Santin, and elect him for a four-year period	Mgmt	For	For

5	Ratify the appointment of Mr. Esteban Pedrayes Larrauri as Director, agreed by the Board of Directors on 9th May 2012 by co-optation to fill the vacancy resulting from the stepping down of Mr. Jose Manuel Martinez Martinez, and elect him for a four-year period	Mgmt	For	For

6	Appoint Ms. Adriana Casademont i Ruhi as Director for a four year period	Mgmt	For	For

7	Appoint Mr. Rafael Casas Gutierrez as Director for a four year period	Mgmt	For	For

8	Approve the distribution of earnings corresponding to financial year 2012 proposed by the Board of Directors, and accordingly distribute a total dividend of EUR 0.11 gross per share to shares numbers 1 to 3,079,553,273, both inclusive. Part of this dividend, in the sum of EUR 0.04 gross per share, was paid out following a resolution passed by the Board of Directors on 26th October 2012, and the rest, up to the agreed total of EUR 0.07 gross per share, shall be paid on a date to be determined by the Board of Directors, within the period from 1st May to 30th June 2013	Mgmt	For	For

9	Include a new article 33 bis in the Corporate Bylaws, which shall read as follows: “Article 33 bis The General Shareholders’ Meeting may resolve the distribution of earnings, either against the year’s results or against freely distributable reserves, or against the share premium, both totally or partially in kind, provided the assets or securities to be distributed are homogeneous and liquid enough or distributable, considering in any case that the latter case is applicable when referring to securities that are admitted or are going to be admitted to trading in a regulated market when the agreement comes into force or when the company provides adequate liquidity guarantees within a maximum period of one year. The assets or securities cannot be distributed at a value below that recorded in the company’s balance sheet. The terms contained in the previous paragraph shall also be applicable to the return of contributions in the event of share capital reduction	Mgmt	For	For

10	Authorise the Board of Directors so that it may, pursuant to article 297 of the Recast Spanish Companies Act, during the five years following the date of this resolution, increase the share capital once or several times by up to a maximum of EUR 153,977,663.65, equivalent to 50% of the share capital. The Board of Directors shall freely determine the form and conditions of any capital increases pursuant to this authorisation, and may resolve to: issue the shares with or without voting rights, and even with a share premium; exclude, either in whole or in part, the pre-emptive right of shareholders and, where necessary, of holders of the Company’s convertible bonds, pursuant to article 506 of the Recast Spanish Companies Act and similar provisions; and amend, where necessary, article 5 of the Corporate Bylaws to adapt it to the amount of the resulting share capital. This authorisation involves the withdrawal of the authority granted on 10th March 2012. The Board of Directors is likewise authorised to delegate the powers granted by virtue of this resolution to the Steering Committee, pursuant to Article 249.2 of the Recast Spanish Companies Act	Mgmt	For	For


11	Request that the shares that the company issues as a result of the share capital increases carried out by the Board of Directors under the authorisation referred to in the preceding paragraph be listed for trading on the Stock Exchange, pursuant to Article 27 b) of the Stock Exchange Regulations, as worded in Royal Decree 1,536/81, and in the same terms and conditions as provided for under the said Article. It is explicitly agreed that, in the event of a subsequent application to exclude the shares from being listed, such decision will be made with the same formalities, and in this case the interests of the shareholders who did not vote in favour of or who opposed the resolution, will be guaranteed. The passing of a decision to officially allow listing will amount to a declaration to abide by any rules that may be in force or that may be laid down in the future relating to Securities and Stock Markets, and especially those referring to trading, listing and delisting	Mgmt	For	For

12	Grant to the Board of Directors the necessary powers to issue bonds, securities or other type of fixed-income debentures (hereafter, the “Securities”) according to the following terms and conditions: The Securities may consist in senior bonds or debentures, convertible into newly issued shares or exchangeable into issued stock of the Company, as well as into warrants or any other instruments that, directly or indirectly, may confer the right to subscribe or acquire shares of the Company, either newly issued or currently outstanding shares. Delegate the broadest powers to the Board of Directors to issue the Securities and set the features and conditions of each issuance, in particular, including but not limited to, the following: - determine the face value, rate of issue, premiums and strike price, currency of the issue, form of representation, interest rate and redemption; - establish anti-dilution provisions, subordination provisions; grant guarantees, of a real or a personal nature, of compliance with the obligations arising from the issuance; commission the granting of guarantees to third parties; - establish a syndicate of noteholders, draw up its internal rules and appoint a commissioner thereto; establish, in the event that the issuance is convertible and exchangeable, that the issuer reserves the right to decide, at any moment, that the securities are converted or exchanged into newly issued shares, outstanding shares, or a combination of both. - request the admission to trading of the Securities in all types of markets, regulated or not, national or foreign; resolve the exclusion, total or partial, of the pre-emptive subscription right of shareholders and holders of convertible bonds, warrants and any other similar debentures, when so required in the Company’s interest; - increase the share capital to the amount required to respond to the requests of conversion and/or exercise of the share subscription right to the extent that the amount of these increases, together with all other amounts agreed pursuant to the authorisation granted by the General Shareholders’ Meeting of the Company, does not exceed half of the share capital; modify the article in the Corporate Bylaws referring to the share capital amount. In the event that convertible or exchangeable securities or debentures are issued, the following criteria shall be applied in order to determine the conversion and exchange bases and methods: the conversion or exchange relation shall be fixed, fixed-income securities shall be valued at face value and the shares at the fixed rate determined by the Board of Directors, or at a rate determined according to the quotation price in the Stock Exchange of the shares of the Company on the date(s) or in the period(s) taken as reference, which are established in the same resolution of the Board; in any case, the price of the shares shall not be below the highest between (i) the arithmetic average of the closing prices of the shares of the Company on the Spanish Continuous Market during the period determined by the Board of Directors, which shall not exceed three months or be less than fifteen days, prior to the date on which the meeting of the Board of Directors is held, at which the issuance of Securities is approved, and (ii) the closing price of the shares on the same Spanish Continuous Market the day prior to that on which the meeting of the Board of Directors is held, at which the issuance of Securities is approved by virtue of this delegation. Within the limits established in the preceding paragraph, the broadest powers shall be conferred on the Board of Directors to develop and set the conversion and exchange bases and methods. The issuance shall be effected once or several times, at any moment, within a maximum period of five years as from the date of adoption of this resolution. The total maximum amount of the issuance that is agreed pursuant to this delegation shall be two thousand million Euros or its equivalent in other currencies. Likewise, the Board of Directors is authorised to delegate in favour of the Steering Committee, pursuant to article 249.2 of the Recast Spanish Companies Act, the powers conferred by virtue of this agreement	Mgmt	For	For


13	Authorise the Board of Directors so that, pursuant to the provisions of article 146 and similar provisions of the Recast Spanish Companies Act, the Company may proceed, directly or through subsidiaries, to acquire treasury stock, subject to the following limits and requirements: Methods: acquisition via contract of purchase, or via any other inter vivos act for a consideration, of shares that are free of any liens or encumbrances. Maximum number of shares that may be acquired: shares whose nominal value, added to those already owned by the Company and its subsidiaries, does not exceed 10% of the share capital of MAPFRE, S.A. Minimum and maximum acquisition price: 90% and 110%, respectively, of the share’s market price on the date of acquisition. Term of the authorisation: five years as from the date of the resolution herein. This authorisation involves the withdrawal of the authority granted on 10th March 2012. The Board of Directors is likewise authorised to delegate the powers granted by virtue of this resolution to the Steering Committee, pursuant to Article 249.2 of the Recast Spanish Companies Act	Mgmt	For	For

14	Endorse the Report on the Directors’ Remuneration Policy that is submitted to the General Shareholders’ Meeting for consultation purposes. Said Report on the Directors’ Remuneration Policy has been reported on favourably by the Appointments and Remuneration Committee	Mgmt	Against	Against

15	Extend the appointment of Ernst & Young, S.L. as the Company’s Accounts Audit firm, both for the Individual Financial Statements and for the Consolidated Financial Statements for a new one-year period, that is, for financial year 2013, although the appointment may be revoked by the General Shareholders’ Meeting before the end of said period if a justifiable reason for doing so exists	Mgmt	For	For

16	Confer the broadest powers on the Board of Directors so that, with regard to the preceding capital increase resolution and the issuance of bonds or debentures, convertible or not, or any other type of fixed-income securities passed by this General Shareholders’ Meeting, it may: a) Complete, in general terms, the preceding resolutions in any matters necessary for them to be valid and enforceable. b) Delegate the powers it deems appropriate to the Company’s Steering Committee or to members of the Board of Directors	Mgmt	For	For

17	Delegate the broadest powers in favour of the Chairman and Secretary of the Board of Directors, so that they may individually, before a Notary Public, execute the preceding resolutions and record them as a public deed via any public or private document insofar as it is necessary, until their recording at the Registrar of Companies; they are likewise entitled to amend, clarify, rectify and correct these resolutions in accordance with any observations made by the Registrar of Companies when assessing them and thus ensure that they are registered in full, or in part, as set out in Article 63 of the Rules governing the Registrar of Companies	Mgmt	For	For

18	Authorise the Board of Directors to clarify and interpret the preceding resolutions	Mgmt	For	For

19	Thank those involved in the management of the company for their loyal cooperation during this financial year	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT VOTES OTHER THAN FOR WILL NOT BE COUNTED UNLESS YOU ARE COMPLETING A POSTAL CARD.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

MARUTI SUZUKI INDIA LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the audited balance sheet as at 31st March 2012 and profit and loss account for the financial year ended on that date together with the reports of the directors and auditors thereon	Mgmt	For	For

2	To declare dividend on equity shares	Mgmt	For	For

3	To appoint a director in place of Mr. R.C.Bhargava, who retires by rotation and being eligible, offers himself for re- appointment	Mgmt	For	For

4	To appoint a director in place of Mr. Kazuhiko Ayabe, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

5	To appoint a director in place of Ms. Pallavi Shroff, who retires by rotation and being eligible, offers herself for re-appointment	Mgmt	Against	Against

6	Resolved that pursuant to section 224 and other applicable provisions of the Companies Act, 1956, M/s Price Waterhouse (Registration No. FRN301112E), Chartered Accountants, the retiring auditors of the Company, having offered themselves for re- appointment, be and are hereby re-appointed as the auditors of the Company to hold office from the conclusion of the 31st annual general meeting upto the conclusion of the 32nd annual general meeting of the Company at a remuneration to be fixed by the board and reimbursement of out of pocket expenses incurred in connection with the audit	Mgmt	For	For

7	Appointment of Additional Director: Mr. Kinji Saito	Mgmt	For	For

8	Payment of commission to non-executive directors	Mgmt	For	For

9	Re-appointment of Mr. Shuji Oishi as Director & Managing Executive Officer (Marketing & Sales)	Mgmt	For	For

10	Appointment of Mr. Kazuhiko Ayabe as Director & Managing Executive Officer (Supply Chain)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MARUTI SUZUKI INDIA LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION “1”. THANK YOU.	Non-Voting



1	For the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation between Suzuki Powertrain India Limited and Maruti Suzuki India Limited and their respective shareholders and creditors (the “Scheme”) and at such meeting and any adjournment thereof	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE CHANGE IN MEETING TIME FROM 11:00 TO 15:00. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

MEDIASET ESPANA COMMUNICACION SA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 18 APR 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting

1	Review and approval of the annual accounts and the management report	Mgmt	For	For

2	Application of the results	Mgmt	For	For

3	Review and approval of the boards of directors management	Mgmt	For	For

4	Re-election of Massimo Musolino as board member	Mgmt	Against	Against

5	Approve the annual retribution for the board members	Mgmt	For	For

6	Delivery of the company SHS to the board members as complementary retribution	Mgmt	For	For

7	Establishment of a retribution system for executive members and directors of the company and the group companies	Mgmt	Against	Against

8	Authorization for the Acquisition of own SHS	Mgmt	For	For

9	Appointment of account auditors for Mediaset Espana Communication S.A. and his consolidated group	Mgmt	For	For

10	Vocation of the annual report of the political retribution of board members and executive directors of the year 2012	Mgmt	For	For

11	Delegation of faculties to formalize, explain, execute and development of previous agreements	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MILLS ESTRUTURAS E SERVICOS DE ENGENHARIA SA, RIO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2012	Mgmt	For	For

2	Approve Capital Budget for Upcoming Fiscal Year	Mgmt	For	For

3	Approve Allocation of Income and Dividends	Mgmt	For	For

4	Elect Fiscal Council Members	Mgmt	For	For

5	Approve Remuneration of Company’s Management	Mgmt	For	For

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

Manning & Napier Fund, Inc. International Series

MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian’s accounts, please contact your CSR for more information.	Non-Voting

	The sub custodians have also advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de- registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain registered up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 APR 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.a	Submission of the report of the Supervisory Board and the corporate governance report including the remuneration report for the financial year 2012	Non-Voting



1.b	Submission of the adopted Company financial statements and management report for the financial year 2012, the approved consolidated financial statements and management report for the Group for the financial year 2012, and the explanatory report on the information in accordance with Sections 289 PARA. 4 and 315 PARA. 4 of the German Commercial Code	Non-Voting

2.	Resolution on the appropriation of the net retained profits from the financial year 2012	Mgmt	For	For

3.	Resolution to approve the actions of the Board of Management	Mgmt	For	For

4.	Resolution to approve the actions of the Supervisory Board	Mgmt	For	For

5.	Resolution to approve the remuneration system for the Board of Management	Mgmt	For	For

6.	Resolution to appoint a member of the Supervisory Board: Prof. Dr. Dr. Ann-Kristin Achleitner	Mgmt	For	For

7.	Resolution to amend Article 15 of the Articles of Association (remuneration of the Supervisory Board)	Mgmt	For	For

8.	Resolution to cancel the existing authorisation for increasing the share capital under “Authorised Capital Increase 2009”, to replace this with a new authorisation “Authorised Capital Increase 2013”, and to amend Article 4 of the Articles of Association	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MUSASHI SEIMITSU INDUSTRY CO.,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	Against	Against

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	Against	Against

2.6	Appoint a Director	Mgmt	For	For



2.7	Appoint a Director	Mgmt	For	For

3.1	Appoint a Corporate Auditor	Mgmt	For	For

3.2	Appoint a Corporate Auditor	Mgmt	For	For

4	Approve Payment of Bonuses to Directors and Corporate Auditors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NATIONAL GRID PLC, LONDON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Annual Report and Accounts	Mgmt	For	For

2	To declare a final dividend	Mgmt	For	For

3	To elect Sir Peter Gershon	Mgmt	For	For

4	To re-elect Steve Holliday	Mgmt	For	For

5	To re-elect Andrew Bonfield	Mgmt	For	For

6	To re-elect Tom King	Mgmt	For	For

7	To re-elect Nick Winser	Mgmt	For	For

8	To re-elect Ken Harvey	Mgmt	For	For

9	To re-elect Linda Adamany	Mgmt	For	For

10	To re-elect Philip Aiken	Mgmt	For	For

11	To elect Nora Brownell	Mgmt	For	For

12	To elect Paul Golby	Mgmt	For	For

13	To elect Ruth Kelly	Mgmt	For	For



14	To re-elect Maria Richter	Mgmt	For	For

15	To re-elect George Rose	Mgmt	For	For

16	To reappoint the auditors PricewaterhouseCoopers LLP	Mgmt	For	For

17	To authorise the Directors to set the auditors’ remuneration	Mgmt	For	For

18	To approve the Directors Remuneration Report	Mgmt	For	For

19	To authorise the Directors to allot ordinary shares	Mgmt	For	For

20	To disapply pre-emption rights	Mgmt	For	For

21	To authorise the Company to purchase its own ordinary shares	Mgmt	For	For

22	To authorise the Directors to hold general meetings on 14 clear days’ notice	Mgmt	For	For

23	To amend the existing Articles of Association	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NESTLE SA, CHAM UND VEVEY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 151749, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1.1	Approval of the Annual Report, the financial statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2012	Mgmt	For	For

1.2	Acceptance of the Compensation Report 2012 (advisory vote)	Mgmt	For	For



2	Release of the members of the Board of Directors and of the Management	Mgmt	For	For

3	Appropriation of profits resulting from the balance sheet of Nestle S.A. (proposed dividend) for the financial year 2012	Mgmt	For	For

4.1.1	Re-elections to the Board of Directors: Mr. Peter Brabeck-Letmathe	Mgmt	Against	Against

4.1.2	Re-elections to the Board of Directors: Mr. Steven G. Hoch	Mgmt	For	For

4.1.3	Re-elections to the Board of Directors: Ms. Titia de Lange	Mgmt	For	For

4.1.4	Re-elections to the Board of Directors: Mr. Jean-Pierre Roth	Mgmt	For	For

4.2	Election to the Board of Directors Ms. Eva Cheng	Mgmt	For	For

4.3	Re-election of the statutory auditors KPMG SA, Geneva branch	Mgmt	For	For

CMMT	IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE FOLLOWING INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR 5.C NEED TO BE INSTRUCTED (WITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE IN THE EVENT OF NEW OR MODIFIED PROPOSALS	Non-Voting

5.A	MANAGEMENT RECOMMENDS A FOR VOTE ON THIS PROPOSAL: Vote in accordance with the proposal of the Board of Directors	Shr	Take No Action

5.B	Vote against the proposal of the Board of Directors	Shr	Take No Action

5.C	Abstain	Shr	For	Against

Manning & Napier Fund, Inc. International Series

NHN CORP, SONGNAM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2.1	Election of outside director: Soo Wook Kim	Mgmt	For	For

2.2	Election of outside director: Moon Ja Lee	Mgmt	For	For



2.3	Election of outside director: Eui Jong Jung	Mgmt	For	For

2.4	Election of outside director: Jun Pyo Hong	Mgmt	For	For

3.1	Election of audit committee member: Soo Wook Kim	Mgmt	For	For

3.2	Election of audit committee member: Eui Jong Jung	Mgmt	For	For

3.3	Election of audit committee member: Jun Pyo Hong	Mgmt	For	For

4	Approval of limit of remuneration for directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NHN CORP, SONGNAM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of spin off	Mgmt	For	For

2	Approval of partial Amendment to articles of incorporation	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NIKON CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	Against	Against

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For



2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

3	Approve Payment of Bonuses to Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NISSIN KOGYO CO.,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	Appoint a Director	Mgmt	Against	Against

1.2	Appoint a Director	Mgmt	For	For

1.3	Appoint a Director	Mgmt	For	For

1.4	Appoint a Director	Mgmt	For	For

1.5	Appoint a Director	Mgmt	For	For

1.6	Appoint a Director	Mgmt	For	For

1.7	Appoint a Director	Mgmt	For	For

1.8	Appoint a Director	Mgmt	For	For

1.9	Appoint a Director	Mgmt	For	For

1.10	Appoint a Director	Mgmt	For	For

2	Appoint a Corporate Auditor	Mgmt	Against	Against

3	Approve Payment of Bonuses to Directors and Corporate Auditors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NOVARTIS AG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2012	Mgmt	For	For

2	DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE	Mgmt	For	For

3	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AND DECLARATION OF DIVIDEND	Mgmt	For	For

4	CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM	Mgmt	For	For

5.1	ELECTION OF VERENA A. BRINER, M.D., FOR A THREE-YEAR TERM	Mgmt	For	For

5.2	ELECTION OF JOERG REINHARDT, PH.D., FOR A TERM OF OFFICE BEGINNING ON AUGUST 1, 2013 AND ENDING ON THE DAY OF AGM IN 2016	Mgmt	For	For

5.3	ELECTION OF CHARLES L. SAWYERS, M.D., FOR A THREE-YEAR TERM	Mgmt	For	For

5.4	ELECTION OF WILLIAM T. WINTERS FOR A THREE-YEAR TERM	Mgmt	For	For

6	APPOINTMENT OF THE AUDITOR	Mgmt	For	For

7	ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

ODONTOPREV SA, BARUERI, SP


Security:	P7344M104	Agenda Number:	704312785

Ticker:		Meeting Type:	AGM

ISIN:	BRODPVACNOR4	Meeting Date:	4/2/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting



CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To receive the accounts of the board of directors, to examine, discuss and vote on the financial statements, for the fiscal year that ended on December 31, 2012	Mgmt	For	For

II	To decide on the allocation of net income, including the proposed capital budget and the distribution of dividends	Mgmt	For	For

III	Establishment of the limit amount for the aggregate annual compensation of the managers of the company	Mgmt	For	For

IV	Election of the members of the fiscal council	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

OSK HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Proposed disposal by OSKH to RHB Capital Berhad (“RHBC”) of the following entities:-(i) 100% equity interest in OSK Investment Bank Berhad; (ii) 20% equity interest in OSK Trustees Berhad; (iii) 20% equity interest in Malaysian Trustees Berhad; and (iv) 100% equity interest in OSK Investment Bank (Labuan) Limited, for a total disposal consideration of RM1,977.5 million to be satisfied through the issuance of 245.0 million new ordinary shares of RM1.00 each in RHBC (“RHBC share(s)”), at an effective issue price of RM7.22 per RHBC share and cash of RM208.5 million (“proposed disposal”), subject to adjustment (if applicable) pursuant to the terms of the conditional share purchase agreement dated 28 May 2012 entered into between OSKH and RHBC in relation to the proposed disposal (“CSPA”)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

OSK HOLDINGS BHD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1	To sanction the declaration of a final dividend of 2.5 SEN per share less income tax of 25% in respect of the financial year ended 31 December 2012	Mgmt	For	For

2	To approve the payment of Directors’ fees of RM187,500 for the financial year ended 31 December 2012	Mgmt	For	For

3	To re-elect the following Director who retires by rotation in accordance with Article 102(1) of the Company’s Articles of Association and being eligible, offer himself for re-election: Tan Sri Ong Leong Huat @ Wong Joo Hwa	Mgmt	Against	Against



4	To re-elect the following Director who retires by rotation in accordance with Article 102(1) of the Company’s Articles of Association and being eligible, offer himself for re-election: Dato’ Abdul Majit Bin Ahmad Khan	Mgmt	For	For

5	To re-appoint Dato’ Nik Mohamed Din Bin Datuk Nik Yusoff who retires pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting of the Company	Mgmt	For	For

6	To appoint Messrs. PricewaterhouseCoopers as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration	Mgmt	For	For

7	Authority to issue shares	Mgmt	For	For

8	Proposed renewal of existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature (‘‘Proposed Renewal of Shareholders’ Mandate’’)	Mgmt	For	For

9	Proposed renewal of authority for the Company to purchase its own shares (‘‘Proposed Renewal of Share Buy-Back Authority’’)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

PETROLEO BRASILEIRO S.A. - PETROBRAS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O4A	ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

O6A	ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

PPR SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting



CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0503/2013050313018 14.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal- officiel.gouv.fr/pdf/2013/0527/2013052713026 69.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

E.1	Amendment to Article 2 of the Bylaws of the Company-Corporate Name	Mgmt	For	For

E.2	Amendment to Article 8 of the Bylaws of the Company - Rights attached to each share	Mgmt	For	For

E.3	Amendment to Article 22 of the Bylaws of the Company - Corporate financial statements	Mgmt	For	For

O.4	Approval of the annual corporate financial statements for the financial year 2012	Mgmt	For	For

O.5	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.6	Allocation of income and distribution of the dividend	Mgmt	For	For

O.7	Renewal of term of Mr. Francois Jean-Henri Pinault as Director	Mgmt	For	For

O.8	Renewal of term of Mr. Baudouin Prot as Director	Mgmt	Against	Against

O.9	Renewal of term of Mrs. Patricia Barbizet as Director	Mgmt	Against	Against

O.10	Renewal of term of Mr. Jean-Francois Palus as Director	Mgmt	For	For

O.11	Agreements pursuant to Articles L.225-38 et seq. of the Commercial Code	Mgmt	For	For

O.12	Commitment pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Jean-Francois Palus	Mgmt	Against	Against

O.13	Authorization granted to the Board of Directors for an 18-month period to allow the Company to trade its own shares	Mgmt	For	For

E.14	Authorization to reduce capital by cancellation of shares	Mgmt	For	For

E.15	Delegation of authority for a 26-month period to be granted to issue shares or other securities with preferential subscription rights	Mgmt	For	For

E.16	Delegation of authority for a 26-month period to increase share capital by incorporation of reserves, profits or premiums	Mgmt	For	For



E.17	Delegation of authority for a 26-month period to be granted to issue shares or other securities with cancellation of preferential subscription rights through public offering	Mgmt	For	For

E.18	Delegation of authority for a 26-month period to be granted to issue shares or other securities with cancellation of preferential subscription rights through private placement	Mgmt	For	For

E.19	Authorization to set the issue price of shares and/or securities giving access to capital under certain conditions, up to the limit of 10% of capital per year in case of a capital increase by issuing shares-with cancellation of preferential subscription rights	Mgmt	For	For

E.20	Authorization to increase the number of shares or securities to be issued in case of capital increase with or without preferential subscription rights	Mgmt	For	For

E.21	Authorization to increase share capital, in consideration for in-kind contributions comprised of equity securities or securities giving access to capital up to a limit of 10% of capital	Mgmt	For	For

E.22	Authorization to increase share capital by issuing shares or other securities giving access to capital with cancellation of preferential subscription rights reserved for employees and former employees who are members of a savings plan	Mgmt	Against	Against

E.23	Authorization granted to the Board of Directors to carry out free allocations of shares existing and/or to be issued to employees and corporate officers, carrying waiver by shareholders of their preferential subscription rights	Mgmt	For	For

OE.24	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

PRESIDENT CHAIN STORE CORP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A.1	The 2012 business operations	Non-Voting

A.2	The 2012 audited reports	Non-Voting

A.3	The status of investment in People’s Republic of China	Non-Voting

A.4	The 2012 status of assets impairment	Non-Voting



A.5	The adoption of IFRS for the adjustment of profit distribution and special reserve	Non-Voting

B.1	The 2012 financial statements	Mgmt	For	For

B.2	The 2012 profit distribution. Proposed cash dividend: TWD4.85 per share	Mgmt	For	For

B.3	The revision to the articles of incorporation	Mgmt	For	For

B.4	The revision to the procedures of monetary loans	Mgmt	For	For

B.5	The revision to the rules of shareholder meeting	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

QUALICORP SA, SAO PAULO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To examine, discuss and vote upon the board of directors annual report, accounts of the directors and the financial statements relating to the fiscal year that ended on December 31, 2012	Mgmt	For	For

II	To elect members of the board of directors	Mgmt	Against	Against

III	To approve remuneration of the board of directors for the 2013	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

QUALICORP SA, SAO PAULO



Security:	P7S21H105	Agenda Number:	704442576

Ticker:		Meeting Type:	EGM

ISIN:	BRQUALACNOR6	Meeting Date:	5/13/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	Change of the maximum number of members of the executive committee from 4 to 5 members, with the creation of the position of chief operating officer, and the consequent amendment of article 18 and the inclusion of an item v in paragraph 1 of article 20 of the corporate bylaws	Mgmt	For	For

II	Amendment of the arbitration clause in the corporate bylaws, in such a way as to adapt it to the Bm and Fbovespa Novo Mercado Regulations, with the consequent amendment of article 37 of the corporate bylaws	Mgmt	For	For

III	Change of the maximum number of members of the board of directors from 12 to 9 members, with the consequent amendment of article 14 of the corporate bylaws	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

RECKITT BENCKISER GROUP PLC, SLOUGH


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	That the Company’s accounts and the reports of the Directors and the Auditors for the year ended 31 December 2012 be received	Mgmt	For	For

2	That the Directors’ Remuneration Report for the year ended 31 December 2012 be approved	Mgmt	Against	Against

3	That the final dividend recommended by the Directors of 78p per ordinary share for the year ended 31 December 2012 be declared payable and paid on 30 May 2013 to all Shareholders on the register at the close of business on 22 February 2013	Mgmt	For	For

4	That Adrian Bellamy (member of the Nomination and Remuneration Committees) be re-elected as a Director	Mgmt	Against	Against

5	That Peter Harf (member of the Nomination Committee) be re-elected as a Director	Mgmt	For	For

6	That Richard Cousins (member of the Remuneration Committee) be re-elected as a Director	Mgmt	Against	Against

7	That Kenneth Hydon (member of the Audit and Nomination Committees) be re-elected as a Director	Mgmt	For	For

8	That Rakesh Kapoor (member of the Nomination Committee) be re-elected as a Director	Mgmt	For	For

9	That Andre Lacroix (member of the Audit Committee) be re-elected as a Director	Mgmt	For	For



10	That Graham MacKay (member of the Nomination and Remuneration Committees) be re-elected as a Director	Mgmt	Against	Against

11	That Judith Sprieser (member of the Nomination and Remuneration Committees) be re-elected as a Director	Mgmt	Against	Against

12	That Warren Tucker (member of the Audit Committee) be re-elected as a Director	Mgmt	For	For

13	That Adrian Hennah, who was appointed to the Board since the date of the last AGM, be elected as a Director	Mgmt	For	For

14	That PricewaterhouseCoopers LLP be re- appointed Auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company	Mgmt	For	For

15	That the Directors be authorised to fix the remuneration of the Auditors	Mgmt	For	For

16	That in accordance with s366 and s367 of the Companies Act 2006 (the 2006 Act) the Company and any UK registered company which is or becomes a subsidiary of the Company during the period to which this resolution relates be authorised to: a) make political donations to political parties and/or independent election candidates up to a total aggregate amount of GBP 50,000; b) make political donations to political organisations other than political parties up to a total aggregate amount of GBP 50,000; and c) incur political expenditure up to a total aggregate amount of GBP 50,000 during the period from the date of this resolution until the conclusion of the next AGM of the Company in 2014, provided that the total aggregate amount of all such donations and expenditure incurred by the Company and its UK subsidiaries in such period shall not exceed GBP 50,000. For the purpose of this resolution, the terms ‘political donations’, ‘political parties’, ‘independent election candidates’, ‘political organisations’ and ‘political expenditure’ have the meanings set out in s363 to s365 of the 2006 Act	Mgmt	For	For

17	That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares of the Company: a) up to a nominal amount of GBP 21,000,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and b) comprising equity securities (as defined in s560(1) of the 2006 Act) up to a nominal amount of GBP 47,800,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue: i) to Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 June 2014), but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended	Mgmt	For	For



18	That if resolution 17 is passed, the Directors be given power to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if s561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited: a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 17, by way of a rights issue only): i) to Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii ) to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and b) in the case of the authority granted under paragraph (a) of this resolution and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under s560(3) of the 2006 Act, to the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of GBP 3,500,000 such power to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 June 2014) but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities under any such offer or agreement as if the power had not expired	Mgmt	For	For

19	That the Company be and it is hereby generally and unconditionally authorised for the purposes of s701 of the 2006 Act to make market purchases (within the meaning of s693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company (ordinary shares) provided that: a) the maximum number of ordinary shares which may be purchased is 73,000,000 ordinary shares (representing less than 10% of the Company’s issued ordinary share capital as at 8 March 2013); b) the maximum price at which ordinary shares may be purchased is an amount equal to the higher of (i) 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and (ii) that stipulated by article 5(1) of the EU Buyback and Stabilisation Regulations 2003 (No. 2273/2003); and the minimum price is 10p per ordinary share, in both cases exclusive of expenses; c) the authority to purchase conferred by this resolution shall expire on the earlier of 30 June 2014 or on the date of the AGM of the Company in 2014 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchase will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract; and d) all ordinary shares purchased pursuant to the said authority shall be either: i) cancelled immediately upon completion of the purchase; or ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the 2006 Act	Mgmt	For	For

20	That a general meeting other than an AGM may be called on not less than 14 clear days’ notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

REED ELSEVIER PLC



Security:	758205207	Agenda Number:	933771417

Ticker:	RUK	Meeting Type:	Annual

ISIN:	US7582052079	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	RECEIPT OF FINANCIAL STATEMENTS	Mgmt	For	For

2	APPROVAL OF REMUNERATION REPORT	Mgmt	Against	Against

3	DECLARATION OF FINAL DIVIDEND	Mgmt	For	For

4	RE-APPOINTMENT OF AUDITORS	Mgmt	For	For

5	AUDITORS’ REMUNERATION	Mgmt	For	For



6	ELECT DR. WOLFHART HAUSER AS A DIRECTOR	Mgmt	For	For

7	ELECT DUNCAN PALMER AS A DIRECTOR	Mgmt	For	For

8	ELECT LINDA SANFORD AS A DIRECTOR	Mgmt	For	For

9	RE-ELECT ERIK ENGSTROM AS A DIRECTOR	Mgmt	For	For

10	RE-ELECT ANTHONY HABGOOD AS A DIRECTOR	Mgmt	For	For

11	RE-ELECT ADRIAN HENNAH AS A DIRECTOR	Mgmt	For	For

12	RE-ELECT LISA HOOK AS A DIRECTOR	Mgmt	For	For

13	RE-ELECT ROBERT POLET AS A DIRECTOR	Mgmt	For	For

14	RE-ELECT BEN VAN DER VEER AS A DIRECTOR	Mgmt	For	For

15	AUTHORITY TO ALLOT SHARES	Mgmt	For	For

S16	DISAPPLICATION OF PRE-EMPTION RIGHTS	Mgmt	For	For

S17	AUTHORITY TO PURCHASE OWN SHARES	Mgmt	For	For

S18	NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against

19	LONG TERM INCENTIVE PLAN 2013	Mgmt	For	For

20	EXECUTIVE SHARE OPTION SCHEME 2013	Mgmt	Against	Against

21	SAYE SHARE OPTION SCHEME 2013	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

RODOBENS NEGOCIOS IMOBILIARIOS SA, SAO JOSE DO RIO



Security:	P81424106	Agenda Number:	704421697

Ticker:		Meeting Type:	AGM

ISIN:	BRRDNIACNOR9	Meeting Date:	4/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	To examine, discuss and vote on the administrations report, the financial statements accompanied by the independent auditors report regarding the fiscal year ended on December 31, 2012	Mgmt	For	For

II	To approve the proposal for the capital budget for the years 2013 and 2014	Mgmt	For	For

III	To approve the proposal of the board of directors for the allocation of the net profits and the distribution of dividends from the 2012 fiscal year	Mgmt	For	For

IV	To set the global remuneration of the board of directors	Mgmt	For	For

V	To decide on the newspapers in which company notices will be published	Mgmt	For	For

VI	To elect the members of the fiscal council, if its instatement is requested	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

RODOBENS NEGOCIOS IMOBILIARIOS SA, SAO JOSE DO RIO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Amendment of the corporate bylaws of the company for the creation of the position of chief technical officer, with the consequent amendment of articles 22 and 28 of the corporate bylaws	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ROYAL DUTCH SHELL PLC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	ADOPTION OF ANNUAL REPORT & ACCOUNTS	Mgmt	For	For

2	APPROVAL OF REMUNERATION REPORT	Mgmt	For	For

3	RE-APPOINTMENT OF JOSEF ACKERMANN AS A DIRECTOR OF THE COMPANY	Mgmt	Against	Against

4	RE-APPOINTMENT OF GUY ELLIOTT AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

5	RE-APPOINTMENT OF SIMON HENRY AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

6	RE-APPOINTMENT OF CHARLES O. HOLLIDAY AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

7	RE-APPOINTMENT OF GERARD KLEISTERLEE AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

8	RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

9	RE-APPOINTMENT OF SIR NIGEL SHEINWALD AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

10	RE-APPOINTMENT OF LINDA G. STUNTZ AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

11	RE-APPOINTMENT OF PETER VOSER AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

12	RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

13	RE-APPOINTMENT OF GERRIT ZALM AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

14	RE-APPOINTMENT OF AUDITORS	Mgmt	For	For

15	REMUNERATION OF AUDITORS	Mgmt	Abstain	Against

16	AUTHORITY TO ALLOT SHARES	Mgmt	For	For



17	DISAPPLICATION OF PRE-EMPTION RIGHTS	Mgmt	For	For

18	AUTHORITY TO PURCHASE OWN SHARES	Mgmt	For	For

19	AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ROYAL DUTCH SHELL PLC, LONDON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Adoption of Annual Report and Accounts	Mgmt	For	For

2	Approval of Remuneration Report	Mgmt	For	For

3	Re-appointment of Josef Ackermann as a Director of the Company	Mgmt	Against	Against

4	Re-appointment of Guy Elliott as a Director of the Company	Mgmt	For	For

5	Re-appointment of Simon Henry as a Director of the Company	Mgmt	For	For

6	Re-appointment of Charles O Holliday as a Director of the Company	Mgmt	For	For

7	Re-appointment of Gerard Kleisterlee as a Director of the Company	Mgmt	For	For

8	Re-appointment of Jorma Ollila as a Director of the Company	Mgmt	For	For

9	Re-appointment of Sir Nigel Sheinwald as a Director of the Company	Mgmt	For	For

10	Re-appointment of Linda G Stuntz as a Director of the Company	Mgmt	For	For

11	Re-appointment of Peter Voser as a Director of the Company	Mgmt	For	For

12	Re-appointment of Hans Wijers as a Director of the Company	Mgmt	For	For

13	Re-appointment of Gerrit Zalm as a Director of the Company	Mgmt	For	For

14	Re-appointment of Auditors	Mgmt	For	For



15	Remuneration of Auditors	Mgmt	Abstain	Against

16	Authority to allot shares	Mgmt	For	For

17	Disapplication of pre-emption rights	Mgmt	For	For

18	Authority to purchase own shares	Mgmt	For	For

19	Authority for certain donations and expenditure	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE CHANGE IN MEETING TIME FROM 09:00 TO 10:00. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

SAMSUNG ELECTRONICS CO LTD, SUWON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For

2.1.1	Re-election of independent director: In-Ho Lee	Mgmt	For	For

2.1.2	Election of independent director: Kwang-Soo Song	Mgmt	Against	Against

2.1.3	Election of independent director: Eun-Mee Kim	Mgmt	For	For

2.2.1	Election of executive director: Boo-Keun Yoon	Mgmt	For	For

2.2.2	Election of executive director: Jong-Kyun Shin	Mgmt	For	For

2.2.3	Election of executive director: Sang-Hoon Lee	Mgmt	For	For

2.3.1	Re-election of audit committee member: In- Ho Lee	Mgmt	For	For

2.3.2	Election of audit committee member: Kwang- Soo Song	Mgmt	Against	Against

3	Approval of limit of remuneration for directors	Mgmt	Against	Against



CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN RESOLUTIONS 2.1.1 AND 2.3.1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

SAP AG, WALLDORF/BADEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 14 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 20 MAY 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements and the approved group financial statements, the combined management report and group management report of SAP AG, including the Executive Board’s explanatory notes relating to the information provided pursuant to Sections 289 (4) and (5) and 315 (4) of the Commercial Code (HGB), and the Supervisory Board’s report, each for fiscal year 2012	Non-Voting

2.	Resolution on the appropriation of the retained earnings of fiscal year 2012	Mgmt	For	For

3.	Resolution on the formal approval of the acts of the Executive Board in fiscal year 2012	Mgmt	For	For

4.	Resolution on the formal approval of the acts of the Supervisory Board in fiscal year 2012	Mgmt	Against	Against

5.	Resolution on the authorization to acquire and use treasury shares pursuant to Section 71 (1) no. 8 AktG, with possible exclusion of the shareholders’ subscription rights and potential rights to offer shares	Mgmt	For	For

6.	Appointment of the auditors of the financial statements and group financial statements for fiscal year 2013: KPMG AG	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SCHNEIDER ELECTRIC SA, RUEIL MALMAISON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	THE FOLLOWING APPLIES TO NON- RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0306/2013030613005 69.pdf AND https://balo.journal- officiel.gouv.fr/pdf/2013/0408/2013040813010 65.pdf	Non-Voting

O.1	Approval of the corporate financial statements for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Allocation of income for the financial year and setting the dividend	Mgmt	For	For

O.4	Approval of the regulated agreements entered in during the financial year 2012 regarding the supplemental defined benefit pension plan applicable to Executive Board members and the Chairman of the Supervisory Board	Mgmt	For	For

O.5	Approval of the amendment to the compensation plan payable to Mr. Jean- Pascal Tricoire in case of termination of his duties	Mgmt	Against	Against

O.6	Renewal of term of Mr. Gerard de La Martiniere as Supervisory Board member	Mgmt	For	For

O.7	Authorization granted to the Executive Board to purchase shares of the Company-Maximum purchase price of Euros 75.00 per share	Mgmt	For	For

E.8	Changing the mode of administration and management of the Company by establishing a Board of Directors	Mgmt	Against	Against



E.9	Continuation of (i) the 22d resolution adopted by the Extraordinary General Meeting held on April 21, 2011 (Capital increase reserved for employees who are members of the Company Savings Plan with cancellation of shareholders’ preferential subscription rights) and of (ii) the 17th resolution adopted by the Extraordinary General Meeting held on May 3, 2012 (Capital increase reserved for a class of beneficiaries: employees of foreign companies of the Group, either directly or through entities acting on their behalf with cancellation of shareholders’ preferential subscription rights); renewal of the authorizations and delegations previously granted to the Executive Board under the aforementioned resolutions for the benefit of the Board of Directors	Mgmt	For	For

E.10	Delegation of authority granted to the Board of Directors to (i) increase share capital within the limit of a nominal amount of Euros 800 million by issuing ordinary shares or any securities giving access to capital while maintaining shareholders’ preferential subscription rights or to (ii) issue securities entitling to the allotment of debt securities while maintaining preferential subscription rights.)	Mgmt	For	For

E.11	Delegation of authority granted to the Board of Directors to increase share capital by incorporation of reserves, profits, premiums or other amounts which may be capitalized	Mgmt	For	For

E.12	Delegation of authority granted to the Board of Directors to (i) increase share capital within the limit of a nominal amount of Euros 220 million by issuing ordinary shares or any securities giving access to capital of the Company or one of its subsidiaries with cancellation of shareholders’ preferential subscription rights or to (ii) issue securities entitling to the allotment of debt securities with cancellation of shareholders’ preferential subscription rights, in both case through a public offer. This delegation may be used in consideration for contributions of securities through a public exchange offer initiated by the Company	Mgmt	For	For

E.13	Delegation of authority granted to the Board of Directors to increase the initial issuance amount with or without shareholders’ preferential subscription rights which was decided under the tenth and twelfth resolutions respectively	Mgmt	For	For

E.14	Delegation of powers granted to the Board of Directors to increase share capital within the limit of 9.9% of share capital, in consideration for in-kind contributions	Mgmt	For	For

E.15	Delegation of authority granted to the Board of Directors to decide, with cancellation of shareholders’ preferential subscription rights and through an offer pursuant to Article L.411-2, II of the Monetary and Financial Code to (i) increase share capital within the limit of the nominal amount of Euros 110 million (or for information, 4.95% of capital), by issuing ordinary shares or any securities giving access to capital of the Company or one of its subsidiaries, whose issue price will be set by the Board of Directors according to the terms established by the General Meeting or to (ii) issue securities entitling to the allotment of debt securities	Mgmt	For	For

E.16	Authorization granted to the Board of Directors to carry out free allocations of shares (on the basis of shares existing or to be issued) under performance conditions, if appropriate, to corporate officers and employees of the Company and affiliated companies within the limit of 1.8% of share capital carrying waiver by shareholders of their preferential subscription rights	Mgmt	For	For

E.17	Authorization granted to the Board of Directors to grant share subscription or purchase options to corporate officers and employees of the Company and affiliated companies within the limit of 0.5% of share capital carrying waiver by shareholders of their preferential subscription rights	Mgmt	For	For



E.18	Delegation of authority granted to the Board of Directors to carry out capital increases reserved for members of the Company Savings Plan within the limit of 2% of share capital with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.19	Authorization granted to the Board of Directors to carry out capital increases reserved for a class of beneficiaries: employees of foreign companies of the Group, either directly or through entities acting on their behalf or entities acting to offer employees of foreign companies of the Group similar benefits to those offered to members of the Company Savings Plan within the limit of 1% of share capital with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.20	Authorization granted to the Board of Directors to cancel shares of the Company, if appropriate, repurchased under the conditions established by the General Meeting up to 10% of share capital	Mgmt	For	For

O.21	Appointment of Mr. Jean-Pascal Tricoire as Board member	Mgmt	For	For

O.22	Appointment of Mr. Henri Lachmann as Board member	Mgmt	For	For

O.23	Appointment of Mr. Leo Apotheker as Board member	Mgmt	For	For

O.24	Appointment of Mrs. Betsy Atkins as Board member	Mgmt	For	For

O.25	Appointment of Mr. Gerard de La Martiniere as Board member	Mgmt	For	For

O.26	Appointment of Mr. Xavier Fontanet as Board member	Mgmt	For	For

O.27	Appointment of Mr. Noel Forgeard as Board member	Mgmt	For	For

O.28	Appointment of Mr. Antoine Gosset-Grainville as Board member	Mgmt	For	For

O.29	Appointment of Mr. Willy R. Kissling as Board member	Mgmt	For	For

O.30	Appointment of Mrs. Cathy Kopp as Board member	Mgmt	For	For

O.31	Appointment of Mrs. Dominique Senequier as Board member	Mgmt	For	For

O.32	Appointment of Mr. G. Richard Thoman as Board member	Mgmt	For	For

O.33	Appointment of Mr. Serge Weinberg as Board member	Mgmt	For	For



CMMT	RESOLUTIONS THIRTY-FOURTH TO THIRTY-SEVENTH: PURSUANT TO ARTICLE 11-3 OF THE BYLAWS OF THE COMPANY, ONLY ONE SEAT AS SUPERVISORY BOARD MEMBER REPRESENTING EMPLOYEE SHAREHOLDERS NEEDS TO BE FILLED, AND ONLY THE APPLICANT WITH THE HIGHEST NUMBER OF VOTES OF SHAREHOLDERS PRESENT AND REPRESENTED WILL BE APPOINTED. THE EXECUTIVE BOARD ON THE RECOMMENDATION OF THE SUPERVISORY BOARD HAS APPROVED THE 35TH RESOLUTION, THEREFORE, YOU ARE INVITED TO VOTE IN FAVOR OF THIS RESOLUTION AND TO ABSTAIN FROM VOTING ON THE 34TH, 36TH AND 37TH RESOLUTIONS	Non-Voting

O.34	PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO VOTE ABSTAIN ON THIS RESOLUTION: Appointment of Mr. Claude Briquet as Board member representing employee shareholders	Mgmt	Abstain	Against

O.35	Appointment of Mrs. Magali Herbaut as Board member representing employee shareholders	Mgmt	For	For

O.36	PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO VOTE ABSTAIN ON THIS RESOLUTION: Appointment of Mr. Thierry Jacquet as Board member representing employee shareholders	Mgmt	Abstain	Against

O.37	PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO VOTE ABSTAIN ON THIS RESOLUTION: Appointment of Mr. Jean-Michel Vedrine as Board member representing employee shareholders	Mgmt	Abstain	Against

O.38	Setting the amount of attendance allowances allocated to the Board of Directors	Mgmt	For	For

O.39	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SHIRE PLC, ST HELIER



Security:	G8124V108	Agenda Number:	704375751

Ticker:		Meeting Type:	AGM

ISIN:	JE00B2QKY057	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Company’s accounts and the reports of the Directors and Auditor for the year ended December 31, 2012	Mgmt	For	For

2	To approve the remuneration report	Mgmt	For	For

3	To re-elect William Burns as a director	Mgmt	For	For

4	To re-elect Matthew Emmens as a director	Mgmt	For	For

5	To re-elect Dr. David Ginsburg as a director	Mgmt	For	For

6	To re-elect Graham Hetherington as a director	Mgmt	For	For

7	To re-elect David Kappler as a director	Mgmt	For	For



8	To re-elect Susan Kilsby as a director	Mgmt	For	For

9	To re-elect Anne Minto as a director	Mgmt	For	For

10	To re-elect David Stout as a director	Mgmt	For	For

11	To elect Dr. Steven Gillis as a director	Mgmt	For	For

12	To elect Dr. Flemming Ornskov as a director	Mgmt	For	For

13	To re-appoint Deloitte LLP as the Company’s Auditor	Mgmt	For	For

14	To authorize the Audit, Compliance & Risk Committee to determine the remuneration of the Auditor	Mgmt	For	For

15	To authorize the allotment of shares	Mgmt	For	For

16	To authorize the disapplication of pre-emption rights	Mgmt	For	For

17	To authorize the Company to purchase its own shares	Mgmt	For	For

18	To approve the notice period for general meetings	Mgmt	Against	Against

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 11. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

SIEMENS AG, MUENCHEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting



	This is a general meeting for registered shares. For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de-registration of shares from the company’s shareholder book. Any Take No Action votes received after the vote deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 08.01.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group, including the Explanatory Report on the information required pursuant to Section 289 (4) and (5) and Section 315 (4) of the German Commercial Code (HGB) as of September 30, 2012, as well as the Report of the Supervisory Board, the Corporate Governance Report, the Compensation Report, and the Compliance Report for fiscal year 2012	Non-Voting

2.	To resolve on the appropriation of net income of Siemens AG to pay a dividend	Mgmt	For	For

3.	To ratify the acts of the members of the Managing Board	Mgmt	For	For

4.	To ratify the acts of the members of the Supervisory Board	Mgmt	For	For

5.	To resolve on the appointment of Ernst & Young GmbH Wirtschaftsprufungsgesellschaft, Stuttgart as the independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements	Mgmt	For	For

6 A.	To resolve on the election of new member to the Supervisory Board: Dr. Josef Ackermann	Mgmt	Against	Against

6 B.	To resolve on the election of new member to the Supervisory Board: Gerd von Brandenstein	Mgmt	For	For

6 C.	To resolve on the election of new member to the Supervisory Board: Dr. Gerhard Cromme	Mgmt	Against	Against

6 D.	To resolve on the election of new member to the Supervisory Board: Michael Diekmann	Mgmt	For	For

6 E.	To resolve on the election of new member to the Supervisory Board: Dr. Hans Michael Gaul	Mgmt	For	For

6 F.	To resolve on the election of new member to the Supervisory Board: Prof. Dr. Peter Gruss	Mgmt	For	For



6 G.	To resolve on the election of new member to the Supervisory Board: Dr. Nicola Leibinger-Kammueller	Mgmt	For	For

6 H.	To resolve on the election of new member to the Supervisory Board: Gerard Mestrallet	Mgmt	For	For

6 I.	To resolve on the election of new member to the Supervisory Board: Gueler Sabanci	Mgmt	For	For

6 J.	To resolve on the election of new member to the Supervisory Board: Werner Wenning	Mgmt	For	For

7.	To resolve on the approval of a settlement agreement with a former member of the Managing Board	Mgmt	For	For

8.	To resolve on the approval of the Spin-off and Transfer Agreement between Siemens AG and OSRAM Licht AG, Munich, dated November 28, 2012	Mgmt	For	For

	PLEASE NOTE THAT THE DISCLOSURE OF THE BENEFICIAL OWNER DATA WILL BE REQUIRED WHEN EXCEEDING A CERTAIN LIMIT OF SHARE HOLDINGS OF THE STATUTORY SHARE CAPITAL. THEREFORE BROADRIDGE WILL BE DISCLOSING THE BENEFICIAL OWNER DATA FOR ALL VOTED ACCOUNTS TO THE RESPECTIVE LOCAL SUB CUSTODIAN. PLEASE NOTE THAT DEPENDING ON THE PROCESSING OF THE LOCAL SUB CUSTODIAN BLOCKING MAY APPLY. THE VOTE DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE HAS OBTAINED ALL LOCAL SUB CUSTODIANS’ CONFIRMATIONS REGARDING THEIR DEADLINE FOR INSTRUCTIONS. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT AND CHANGE IN BLOCKING INDICATOR FROM “N” TO “Y”. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

	Please be advised that the major German custodian banks - BNP Paribas, Bank of New York Mellon, Citi and Deutsche Bank - as well as Siemens AG should like to clarify that voted shares are NOT blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the 17 January 2013 start of business, a voting instruction cancellation and de-register request simply needs to be sent to your Custodian.	Non-Voting

Manning & Napier Fund, Inc. International Series

SK TELECOM CO., LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF FINANCIAL STATEMENTS FOR THE 29TH FISCAL YEAR (FROM JANUARY 1, 2012 TO DECEMBER 31, 2012) AS SET FORTH IN ITEM 1 OF THE COMPANY’S AGENDA ENCLOSED HEREWITH.	Mgmt	For	For

2.	APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION AS SET FORTH IN ITEM 2 OF THE COMPANY’S AGENDA ENCLOSED HEREWITH.	Mgmt	For	For



3-1	ELECTION OF AN EXECUTIVE DIRECTOR: CHO, DAESIK	Mgmt	For	For

3-2	ELECTION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR: OH, DAESHICK	Mgmt	Against	Against

4.	APPROVAL OF THE ELECTION OF A MEMBER OF THE AUDIT COMMITTEE AS SET FORTH IN ITEM 4 OF THE COMPANY’S AGENDA ENCLOSED HEREWITH: OH, DAESHICK.	Mgmt	Against	Against

5.	APPROVAL OF THE CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS * PROPOSED CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS IS KRW 12 BILLION.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

STATOIL ASA, STAVANGER


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.	Non-Voting

1	Open Meeting	Non-Voting

2	Registration of Attending Shareholders and Proxies	Non-Voting

3	Elect Olaug Svarva as the Chairman of Meeting	Mgmt	For	For

4	Approve Notice of Meeting and Agenda	Mgmt	For	For

5	Designate Inspector(s) of Minutes of Meeting	Mgmt	For	For



6	Approve Financial Statements and Statutory Reports Approve Allocation of Income and Dividends of NOK 6.75 per Share	Mgmt	For	For

7	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Withdraw Company from Tar Sands Activities in Canada	Shr	Against	For

8	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Withdraw Company from Ice-Laden Activities in the Arctic	Shr	Against	For

9	Approve Board of Directors’ Statement on Company Corporate Governance	Mgmt	For	For

10	Approve Remuneration Policy And Other Terms of Employment For Executive Management	Mgmt	For	For

11	Approve Remuneration of Auditors	Mgmt	For	For

12	Amendment of Articles of Association: Article 11: Re: Appointment of Nominating Committee Members	Mgmt	For	For

13	Approve Remuneration of Corporate Assembly in the Amount of NOK 112,200 for the Chairman, NOK 59,100 for the Vice Chairman, NOK 41,500 for Other Members, and NOK 5,900 for Deputy Members	Mgmt	For	For

14	Elect Elisabeth Berge and Johan Alstad as Member and Deputy Member of Nominating Committee	Mgmt	For	For

15	Approve Remuneration of Nominating Committee in the Amount of NOK 11,200 for the Chairman and NOK 8,300 for Other Members	Mgmt	For	For

16	Authorize Repurchase and Reissuance of Shares up to a Nominal Value of NOK 27.5 Million in Connection with Share Saving Scheme for Employees	Mgmt	For	For

17	Authorize Repurchase of up to 75 Million Shares For Cancellation Purposes	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CHAIRMAN’S NAME AND ARTICLE NUMBER. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

STRAUMANN HOLDING AG, BASEL


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 156276, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.shab.ch/DOWNLOADPART/N694 8152/N2013.00861155.pdf	Non-Voting

1.1	Approval of the annual report, the annual financial statements and the consolidated financial statements for the 2012 business year	Mgmt	For	For

1.2	Approval of the 2012 compensation report	Mgmt	For	For

2	Vote on the appropriation of available earnings and dissolution of legal reserves	Mgmt	For	For

3	Discharge of the Board of Directors	Mgmt	For	For

4.1	Re-election of Gilbert Achermann as board of director	Mgmt	Against	Against

4.2	Re-election Dr. Sebastian Burckhardt as board of director	Mgmt	Against	Against

4.3	Re-election Dominik Ellenrieder as board of director	Mgmt	For	For

4.4	Re-election Roland Hess as board of director	Mgmt	Against	Against

4.5	Re-election Ulrich Looser as board of director	Mgmt	For	For

4.6	Re-election Dr. Beat Luethi as board of director	Mgmt	For	For

4.7	Re-election Stefan Meister as board of director	Mgmt	For	For

4.8	Re-election Dr. H.C. Thomas Straumann as board of director	Mgmt	For	For



5	Appointment of auditors PricewaterhouseCoopers Ag, Basel	Mgmt	Against	Against

6	Additional and/or counter-proposals	Mgmt	Abstain	For

Manning & Napier Fund, Inc. International Series

SUEDZUCKER AG, MANNHEIM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 28 JUN 2012, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04 JUL 2012. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the financial statements and annual report for the 2011/2012 financial year with the report of the Supervisory Board, the group financial statements and group annual report as well as the report by the Board of MDs pursuant to Sections 289(4) and 315(4) of the German Commercial Code	Non-Voting

2.	Resolution on the appropriation of the distributable profit of EUR 132,553,376.49 as follows: Payment of a dividend of EUR 0.70 per no-par share EUR 5,850.89 shall be carried forward Ex-dividend and payable date: July 20, 2012	Mgmt	For	For

3.	Ratification of the acts of the Board of MDs	Mgmt	For	For

4.	Ratification of the acts of the Supervisory Board	Mgmt	For	For

5.a	Election to the Supervisory Board: Dr. Hans-Joerg Gebhard	Mgmt	Against	Against



5.b	Election to the Supervisory Board: Dr. Christian Konrad	Mgmt	Against	Against

5.c	Election to the Supervisory Board: Dr. Ralf Bethke	Mgmt	For	For

5.d	Election to the Supervisory Board: Dr. Jochen Fenner	Mgmt	Against	Against

5.e	Election to the Supervisory Board: Erwin Hameseder	Mgmt	Against	Against

5.f	Election to the Supervisory Board: Ralf Hentzschel	Mgmt	Against	Against

5.g	Election to the Supervisory Board: Wolfgang Kirsch	Mgmt	For	For

5.h	Election to the Supervisory Board: Georg Koch	Mgmt	Against	Against

5.i	Election to the Supervisory Board: Erhard Landes	Mgmt	Against	Against

5.j	Election to the Supervisory Board: Joachim Rukwied	Mgmt	Against	Against

6.	Appointment of auditors for the 2012/2013 financial year: PricewaterhouseCoopers AG, Frankfurt	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SUMITOMO MITSUI TRUST HOLDINGS,INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	PLEASE NOTE THAT THIS IS THE 2nd ANNUAL GENERAL SHAREHOLDERS MEETING AND THE CLASS SHAREHOLDERS MEETING OF SHAREHOLDERS OF ORDINARY SHARES (PLEASE REFER TO THE ATTACHED PDF FILES.)	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Approve Revisions Related to the New Capital Adequacy Requirements (Basel III), Adopt Reduction of Liability System for Outside Directors	Mgmt	For	For

3.1	Appoint a Director	Mgmt	For	For

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For



3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For

3.10	Appoint a Director	Mgmt	For	For

4.1	Appoint a Corporate Auditor	Mgmt	For	For

4.2	Appoint a Corporate Auditor	Mgmt	Against	Against

4.3	Appoint a Corporate Auditor	Mgmt	For	For

4.4	Appoint a Corporate Auditor	Mgmt	For	For

4.5	Appoint a Corporate Auditor	Mgmt	For	For

5	Amend Articles to: Approve Revisions Related to the New Capital Adequacy Requirements (Basel III), Adopt Reduction of Liability System for Outside Directors (PLEASE NOTE THAT THIS IS THE CONCURRENT AGENDA ITEM FOR THE CLASS SHAREHOLDERS MEETING OF SHAREHOLDERS OF ORDINARY SHARES.)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SWEDISH MATCH AB, STOCKHOLM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting



CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK YOU	Non-Voting

1	Opening of the Meeting and election of the Chairman of the Meeting.: Sven Unger, attorney at law, is proposed as the Chairman of the Meeting	Non-Voting

2	Preparation and approval of the voting list	Non-Voting

3	Election of one or two persons, to verify the Minutes	Non-Voting

4	Determination of whether the Meeting has been duly convened	Non-Voting

5	Approval of the Agenda	Non-Voting

6	Presentation of the Annual Report and the Auditors’ Report, the Consolidated Financial Statements and the Auditors’ Report on the Consolidated Financial Statements for 2012, the Auditors’ Statement regarding compliance with the principles for determination of remuneration to senior executives as well as the Board of Directors’ motion regarding the allocation of profit and explanatory statements. In connection therewith, the President’s address and the report regarding the work of the Board of Directors and the work and function of the Audit Committee	Non-Voting

7	Adoption of the Income Statement and Balance Sheet and of the Consolidated Income Statement and Consolidated Balance Sheet	Mgmt	For	For

8	Resolution in respect of allocation of the Company’s profit in accordance with the adopted Balance Sheet and resolution on record day for dividend: The Board of Directors proposes that a dividend be paid to the shareholders in the amount of 7.30 SEK per share and that the remaining profits be carried forward. The proposed record date for entitlement to receive a cash dividend is April 30, 2013. The dividend is expected to be paid through Euroclear Sweden AB, on May 6, 2013	Mgmt	For	For

9	Resolution regarding discharge from liability for the Board members and the President	Mgmt	For	For

10.a	Resolution regarding the reduction of the share capital by way of a recall of repurchased shares, and the transfer of the reduced amount to a fund to be used pursuant to a resolution adopted by the General Meeting; and	Mgmt	For	For

10.b	Resolution regarding a bonus issue	Mgmt	For	For

11	Resolution regarding the authorization of the Board of Directors to decide on the acquisition of shares in the Company	Mgmt	For	For



12	Adoption of principles for determination of remuneration payable to senior executives. In connection therewith the report regarding the work and function of the Compensation Committee	Mgmt	For	For

13	Determination of the number of members of the Board of Directors to be elected by the Meeting: The Board of Directors shall comprise seven members elected by the Annual General Meeting and no deputies	Mgmt	For	For

14	Determination of the remuneration to be paid to the Board of Directors	Mgmt	For	For

15	Election of members of the Board, the Chairman of the Board and the Deputy Chairman of the Board: The following Board members are proposed for re-election: Andrew Cripps, Karen Guerra, Conny Karlsson, Robert F. Sharpe, Meg Tiveus and Joakim Westh. The Nominating Committee proposes the election of Wenche Rolfsen as new member of the Board. Conny Karlsson is proposed to be re-elected as Chairman of the Board and Andrew Cripps is proposed to be re-elected as Deputy Chairman of the Board	Mgmt	For	For

16	Determination of the number of Auditors: The Nominating Committee proposes the number of Auditors shall be one with no Deputy Auditor	Mgmt	For	For

17	Determination of the remuneration to be paid to the Auditors	Mgmt	For	For

18	Election of Auditors: The Nominating Committee proposes re-election of the accounting firm KPMG AB, for the period as of the end of the Annual General Meeting 2013 until the end of the Annual General Meeting 2014	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SWISSCOM LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS OF SWISSCOM LTD AND CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2012	Mgmt	For	For

1.2	CONSULTATIVE VOTE ON THE 2012 REMUNERATION REPORT	Mgmt	Against	Against

2.	APPROPRIATION OF RETAINED EARNINGS 2012 AND DECLARATION OF DIVIDEND	Mgmt	For	For

3.	DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD	Mgmt	For	For

4.1	RE-ELECTION TO THE BOARD OF DIRECTOR: HANSUELI LOOSLI AS CHAIRMAN	Mgmt	For	For

4.2	RE-ELECTION TO THE BOARD OF DIRECTOR: MICHEL GOBET	Mgmt	For	For



4.3	RE-ELECTION TO THE BOARD OF DIRECTOR: DR TORSTEN G. KREINDL	Mgmt	For	For

4.4	RE-ELECTION TO THE BOARD OF DIRECTOR: RICHARD ROY	Mgmt	For	For

4.5	RE-ELECTION TO THE BOARD OF DIRECTOR: THEOPHIL SCHLATTER	Mgmt	For	For

5.	RE-ELECTION OF THE STATUTORY AUDITORS KPMG LTD, MURI NEAR BERN	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TAIWAN SECOM


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A.1	The 2012 business operations	Non-Voting

A.2	The 2012 audited reports	Non-Voting

A.3	The adoption of IFRS for the adjustment of profit distribution and special reserve	Non-Voting

B.1	The 2012 business reports and financial statements	Mgmt	For	For

B.2	The 2012 profit distribution: (Cash dividend of TWD 3.2 per share from retained earnings and cash dividend of TWD 0.2 per share from capital surplus.)	Mgmt	For	For

B.3	The proposed cash distribution from capital account: TWD0.2 per share	Mgmt	For	For

B.4	The revision to the articles of incorporation	Mgmt	For	For

B.5	The revision to the procedures of monetary loans, endorsement and guarantee	Mgmt	For	For

B.6	The revision to the rules of the shareholder meeting	Mgmt	For	For

B.7	Extraordinary motions	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL TEXT FOR RESOLUTION NO. B.3. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

TAKEDA PHARMACEUTICAL COMPANY LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

3	Appoint a Corporate Auditor	Mgmt	Against	Against

4	Appoint a Substitute Corporate Auditor	Mgmt	For	For

5	Approve Payment of Bonuses to Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TECO ELECTRIC & MACHINERY CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU	Non-Voting

A1	The 2012 business operations	Non-Voting

A2	The 2012 audited reports	Non-Voting

A3	The status of endorsement and guarantee	Non-Voting

A4	The status of the local unsecured convertible corporate bonds	Non-Voting

A5	The rules of the board meeting	Non-Voting

A6	The TRLES of corporate governance practices	Non-Voting

B1	The 2012 business reports, financial statements and profit distribution. Proposed cash dividend: TWD1 per share	Mgmt	For	For

B2	The revision to the procedures of monetary loans	Mgmt	For	For

B3	The revision to the procedures of endorsement and guarantee	Mgmt	For	For

B4	The revision to the procedures of asset acquisition or disposal	Mgmt	For	For

B5	The election of the independent director: Ching-Hsiung Wu	Mgmt	For	For

B6	The proposal to release non-competition restriction on the directors	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

TELEFONICA, S.A.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED FINANCIAL STATEMENTS (CONSOLIDATED ANNUAL ACCOUNTS) AND THE MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL AS OF THE PROPOSED ALLOCATION OF THE PROFITS/LOSSES OF TELEFONICA, S.A. AND THE MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL WITH RESPECT TO FISCAL YEAR 2012.	Mgmt	For

2A.	RE-ELECTION OF MR. JOSE MARIA ABRIL PEREZ AS DIRECTOR.	Mgmt	For

2B.	RE-ELECTION OF MR. JOSE FERNANDO DE ALMANSA MORENO-BARREDA AS DIRECTOR.	Mgmt	For

2C.	RE-ELECTION OF MS. EVA CASTILLO SANZ AS DIRECTOR.	Mgmt	For

2D.	RE-ELECTION OF MR. LUIZ FERNANDO FURLAN AS DIRECTOR.	Mgmt	For

2E.	RE-ELECTION OF MR. FRANCISCO JAVIER DE PAZ MANCHO AS DIRECTOR.	Mgmt	For

2F.	RATIFICATION OF MR. SANTIAGO FERNANDEZ VALBUENA AS DIRECTOR.	Mgmt	For

3.	RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2013.	Mgmt	For

4A.	AMENDMENT OF ARTICLES 17 (IN CONNECTION WITH A PART OF ITS CONTENT WHICH WILL BECOME A NEW ARTICLE 20), AND 20 BIS OF THE BY-LAWS (WHICH BECOMES THE NEW ARTICLE 25), AND ADDITION OF TWO NEW ARTICLES, NUMBERED 32 AND 40, TO IMPROVE THE REGULATIONS OF THE GOVERNING BODIES OF TELEFONICA, S.A.	Mgmt	For

4B.	AMENDMENT OF ARTICLES 16, 18, 18 BIS AND 21 OF THE BY-LAWS (WHICH BECOME ARTICLES 17, 22, 4 AND 26, RESPECTIVELY) AND ADDITION OF TWO NEW ARTICLES, NUMBERED 43 AND 44, WITH A VIEW TO BRINGING THE PROVISIONS OF THE BY-LAWS INTO LINE WITH THE LATEST LEGISLATIVE CHANGES.	Mgmt	For

4C.	APPROVAL OF A CONSOLIDATED TEXT OF THE BY-LAWS WITH A VIEW TO SYSTEMATIZING AND STANDARDIZING ITS CONTENT, INCORPORATING THE AMENDMENTS APPROVED, AND RENUMBERING SEQUENTIALLY THE TITLES, SECTIONS, AND ARTICLES INTO WHICH IT IS DIVIDED.	Mgmt	For

5.	AMENDMENT AND APPROVAL OF THE CONSOLIDATED REGULATIONS FOR THE GENERAL SHAREHOLDERS’ MEETING.	Mgmt	For

6.	SHAREHOLDER COMPENSATION. DISTRIBUTION OF DIVIDENDS WITH A CHARGE TO UNRESTRICTED RESERVES.	Mgmt	For



7.	DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ISSUE DEBENTURES, BONDS, NOTES AND OTHER FIXED-INCOME SECURITIES, BE THEY SIMPLE, EXCHANGEABLE AND/OR CONVERTIBLE, GRANTING THE BOARD, IN THE LAST CASE, THE POWER TO EXCLUDE THE PRE-EMPTIVE RIGHTS OF SHAREHOLDERS, AS WELL AS THE POWER TO ISSUE PREFERRED SHARES AND THE POWER TO GUARANTEE ISSUANCES BY COMPANIES OF THE GROUP.	Mgmt	For

8.	DELEGATION OF POWERS TO FORMALIZE, INTERPRET, CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS’ MEETING.	Mgmt	For

9.	CONSULTATIVE VOTE ON THE REPORT ON DIRECTOR COMPENSATION POLICY OF TELEFONICA, S.A.	Mgmt	Against

Manning & Napier Fund, Inc. International Series

TELEVISION FRANCAISE 1 SA TF1, BOULOGNE BILLANCOUR


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0227/2013022713005 08.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0327/2013032713009 63.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the annual corporate financial statements and transactions for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Approval of the regulated agreements and commitments between TF1 and Bouygues	Mgmt	For	For

O.4	Approval of the regulated agreements and commitments other than those between TF1 and Bouygues	Mgmt	For	For

O.5	Allocation of income for the 2012 financial year and setting the dividend	Mgmt	For	For


O.6	Appointment of Mrs. Catherine Dussart as Board member for a two-year period	Mgmt	For	For

O.7	Renewal of term of Mr. Claude Berda as Board member for a two-year period	Mgmt	For	For

O.8	Renewal of term of Mr. Martin Bouygues as Board member for a two-year period	Mgmt	Against	Against

O.9	Renewal of term of Mr. Olivier Bouygues as Board member for a two-year period	Mgmt	Against	Against

O.10	Renewal of term of Mrs. Laurence Danon as Board member for a two-year period	Mgmt	For	For

O.11	Renewal of term of Mrs. Nonce Paolini as Board member for a two-year period	Mgmt	For	For

O.12	Renewal of term of Mr. Gilles Pelisson as Board member for a two-year period	Mgmt	For	For

O.13	Renewal of term of the company Bouygues as Board member for a two-year period	Mgmt	Abstain	Against

O.14	Appointment of Mr. Olivier Roussat as Board member for a two-year period	Mgmt	For	For

O.15	Renewal of term of the firm Mazars as principal Statutory Auditor for six financial years	Mgmt	For	For

O.16	Renewal of term of Mr. Thierry Colin as deputy Statutory Auditor for six financial years	Mgmt	For	For

O.17	Authorization granted to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For

E.18	Authorization granted to the Board of Directors to reduce share capital by cancellation of treasury shares	Mgmt	For	For

E.19	Delegation of authority granted to the Board of Directors to increase share capital by issuing shares and any securities giving immediate and/or future access to shares of the Company while maintaining preferential subscription rights	Mgmt	For	For

E.20	Delegation of authority granted to the Board of Directors to increase share capital by incorporation of reserves, profits, premiums or other amounts	Mgmt	For	For

E.21	Delegation of authority granted to the Board of Directors to increase share capital by public offering with cancellation of preferential subscription rights, by issuing shares and any securities giving immediate and/or future access to shares of the Company	Mgmt	For	For

E.22	Delegation of authority granted to the Board of Directors to increase share capital through private placement pursuant to Article L.411-2, II of the Monetary and Financial Code with cancellation of preferential subscription rights, by issuing shares and any securities giving immediate and/or future access to shares of the Company	Mgmt	For	For



E.23	Authorization granted to the Board of Directors to set the issue price of equity securities to be issued immediately or in the future according to the terms established by the General Meeting, without preferential subscription rights through a public offer or private placement pursuant to Article L.411-2, II of the Monetary and Financial Code	Mgmt	For	For

E.24	Authorization granted to the Board of Directors to increase the number of issuable securities in case of capital increase with or without preferential subscription rights	Mgmt	For	For

E.25	Delegation of powers granted to the Board of Directors to increase share capital, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital of another company, outside of a public exchange offer	Mgmt	For	For

E.26	Delegation of authority granted to the Board of Directors to increase share capital without preferential subscription rights, in consideration of contributions of securities in case of public exchange offer initiated by the Company	Mgmt	For	For

E.27	Overall limitation of financial authorizations	Mgmt	For	For

E.28	Delegation of authority granted to the Board of Directors to increase share capital with cancellation of preferential subscription rights in favor of employees or corporate officers of the Company or affiliated companies who are members of a company savings plan	Mgmt	For	For

E.29	Amendment to Article 12 of the bylaws fixing the age limit for holding office as Chairman of the Board of Directors at 67 years of age	Mgmt	Against	Against

E.30	Amendment to Article 16 of the bylaws introducing the age limit for serving as Chief Executive Officer or Managing Director at 67 years of age	Mgmt	Against	Against

E.31	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TEMENOS GROUP AG, GENF


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PART 1 OF THIS MEETING IS FOR REGISTRATION ONLY. IF YOU WISH TO SUBMIT A VOTE OR A MEETING ATTENDANCE ON PART 2 OF THE MEETING, THIS CAN ONLY BE PROCESSED BY THE SUB-CUSTODIAN IF YOU FIRST VOTE IN FAVOUR OF THE REGISTRATION IN PART 1 BELOW BY VOTING IN FAVOUR OF THE BELOW RESOLUTION, YOU ARE AUTHORISING BROADRIDGE TO ASK YOUR SUB-CUSTODIAN TO REGISTER THE SHARES. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. DEPENDING ON SUB-CUSTODIAN PRACTICES, SHARES MAY REMAIN REGISTERED UNTIL MEETING DATE+1. DE-REGISTRATION PROCEDURES MAY VARY AND THEREFORE SHARES MAY NOT ALWAYS BE AVAILABLE FOR TRADING. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY CONCERNS.	Non-Voting



CMMT	PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE.	Non-Voting

1	2012 Annual Report, 2012 annual financial statements (including the compensation report), 2012 consolidated financial statements and the auditors’ reports	Mgmt	Against	Against

2	Allocation of the available earnings	Mgmt	For	For

3	Distribution of General reserve from capital contributions	Mgmt	For	For

4	Discharge of the members of the Board of Directors and Senior Management	Mgmt	For	For

5	Authorized Capital: Proposed new article 3ter Para.1	Mgmt	For	For

6.1	Amendments of the Articles of Association: Deletion of Article 3bis and Article 11 para.6	Mgmt	For	For

6.2	Amendments of the Articles of Association: Amendment to Article 16 of the Articles of Association	Mgmt	For	For

7.1	The Board of Directors proposes the re-election of Mr. Andreas Andreades as a member of the Board of Directors for a new term of office of one (1) year	Mgmt	Against	Against

7.2	The Board of Directors proposes the election of Mr. Erik Hansen as a member of the Board of Directors for a term of office of one (1) year	Mgmt	For	For

8	The Board of Directors proposes the re-election of PricewaterhouseCoopers SA, Geneva, as Auditors for a new term of office of one (1) year	Mgmt	For	For

9	In the case of ad-hoc shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of directors	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT OF RESOLUTION NO. 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

TESCO PLC, CHESHUNT


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Report and Accounts for the year ended 23 February 2013	Mgmt	For	For

2	To approve the Directors Remuneration Report	Mgmt	For	For

3	To declare a final dividend	Mgmt	For	For

4	To elect Olivia Garfield as a director	Mgmt	For	For

5	To re-elect Sir Richard Broadbent as a director	Mgmt	For	For

6	To re-elect Philip Clarke as a director	Mgmt	For	For

7	To re-elect Gareth Bullock as a director	Mgmt	For	For

8	To re-elect Patrick Cescau as a director	Mgmt	For	For

9	To re-elect Stuart Chambers as a director	Mgmt	For	For

10	To re-elect Ken Hanna as a director	Mgmt	For	For

11	To re-elect Laurie McIlwee as a director	Mgmt	For	For

12	To re-elect Deanna Oppenheimer as a director	Mgmt	For	For

13	To re-elect Jacqueline Tammenoms Bakker as a director	Mgmt	For	For

14	To re-appoint the auditors	Mgmt	For	For

15	To set the auditors remuneration	Mgmt	Abstain	Against

16	To authorise the directors to allot shares	Mgmt	For	For

17	To disapply pre-emption rights	Mgmt	For	For

18	To authorise the Company to purchase its own shares	Mgmt	For	For



19	To authorise political donations by the Company and its subsidiaries	Mgmt	For	For

20	To authorise short notice general meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

TEVA PHARMACEUTICAL INDUSTRIES LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE THE RESOLUTION OF THE BOARD OF DIRECTORS TO DECLARE AND DISTRIBUTE THE CASH DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2011, PAID IN FOUR INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 3.40 (APPROXIMATELY US$0.95, ACCORDING TO THE APPLICABLE EXCHANGE RATES PER ORDINARY SHARE (OR ADS).	Mgmt	For	For

2A.	ELECTION OF DIRECTOR: DR. PHILLIP FROST	Mgmt	Against	Against

2B.	ELECTION OF DIRECTOR: MR. ROGER ABRAVANEL	Mgmt	For	For

2C.	ELECTION OF DIRECTOR: PROF. RICHARD A. LERNER	Mgmt	For	For

2D.	ELECTION OF DIRECTOR: MS. GALIA MAOR	Mgmt	For	For

2E.	ELECTION OF DIRECTOR: MR. EREZ VIGODMAN	Mgmt	For	For

3A.	TO APPROVE THE PAYMENT TO EACH OF THE COMPANY’S DIRECTORS, OTHER THAN THE CHAIRMAN AND THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$190,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE) PLUS A PER MEETING FEE OF US$2,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE). SUCH PAYMENTS WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS.	Mgmt	For	For

3B.	TO APPROVE THE REIMBURSEMENT AND REMUNERATION FOR DR. PHILLIP FROST, CHAIRMAN OF THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

3C.	TO APPROVE PAYMENT TO PROF. MOSHE MANY, FOR HIS SERVICE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$400,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE), FOR SUCH TIME AS PROF. MANY CONTINUES TO SERVE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS. SUCH PAYMENT WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS.	Mgmt	For	For



4.	TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION IN THE MANNER DESCRIBED IN THE COMPANY’S PROXY STATEMENT AND AS REFLECTED IN THE AMENDED ARTICLES OF ASSOCIATION ATTACHED THERETO.	Mgmt	For	For

5.	TO APPROVE INDEMNIFICATION AND RELEASE AGREEMENTS FOR THE DIRECTORS OF THE COMPANY.	Mgmt	For	For

6.	TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2013 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE ITS COMPENSATION, PROVIDED SUCH COMPENSATION IS ALSO APPROVED BY THE AUDIT COMMITTEE.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TOMRA SYSTEMS ASA, ASKER


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT	Non-Voting

1	Opening of the general meeting by the chairman of the board of directors. Registration of attending shareholders, including shareholders represented by proxy	Mgmt	For	For

2	Election of the chairperson of the meeting	Mgmt	For	For

3	Election of one person to sign the minutes of the general meeting together with the chairperson of the meeting	Mgmt	For	For



4	Approval of the notice of the meeting and the agenda	Mgmt	For	For

5	Report by the management on the status of the company and the group	Mgmt	For	For

6	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Proposal from shareholder on sales of tobacco sorting machines	Shr	Against	For

7	Approval of the annual accounts and the annual report for 2012 for the company and the group, including proposal for declaration of dividend: An ordinary dividend of NOK 1.25 per share shall be distributed. Eligible for dividend for a share is the one being owner of the share by the end of 22 April 2013. The shares will be traded on Oslo Stock Exchange excluding dividend as from 23 April 2013.” The dividend shall be paid on or about 3 May 2013	Mgmt	For	For

8	Advisory vote regarding declaration from the board of directors on the fixing of salaries and other remunerations to leading personnel and binding vote regarding remuneration in shares to all employees	Mgmt	For	For

9	Determination of remuneration for the board of directors	Mgmt	For	For

10	Determination of remuneration for the nomination committee	Mgmt	For	For

11	Determination of remuneration for the auditor	Mgmt	For	For

12	Re-election of the shareholder elected members of the board of directors: Svein Rennemo [Chairperson], Jan Svensson, Bernd H J Bothe, Aniela Gabriela Gjos and new election of Bodil Sonesson	Mgmt	For	For

13	Re-election of members of the nomination committee: Tom Knoff, Eric Douglas and Hild Kinder	Mgmt	For	For

14	Authorisation regarding acquisition and disposal of treasury shares	Mgmt	For	For

15	Authorisation regarding private placements of newly issued shares in connection with mergers and acquisitions	Mgmt	For	For

16	Deadline for calling an extraordinary general meeting until the next annual general meeting	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

TSINGTAO BREWERY CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting



CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0426/LTN201304261593.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0426/LTN201304261587.pdf	Non-Voting

1	To consider and approve the Company’s 2012 Work Report of the Board of Directors	Mgmt	For	For

2	To consider and approve the Company’s 2012 Work Report of the Board of Supervisors	Mgmt	For	For

3	To consider and approve the Company’s 2012 financial report (audited)	Mgmt	For	For

4	To consider and determine the Company’s 2012 Profit Distribution Proposal (including dividends distribution)	Mgmt	For	For

5	To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the Company’s auditor for the year 2013 and fixing its remunerations not exceeding RMB6.6 million	Mgmt	For	For

6	To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the Company’s internal control auditor for the year 2013 and fixing its remunerations not exceeding RMB1.98 million	Mgmt	For	For

7.1	To consider and approve to elect Mr. HUANG Ke Xing as the Company’s Executive Director	Mgmt	For	For

7.2	To consider and approve to elect Mr. Yasutaka SUGIURA as the Company’s Nonexecutive Director	Mgmt	For	For

8	To consider and approve to elect Mr. Toshio KODATO as the Company’s Supervisor as Shareholders’ Representative	Mgmt	For	For

9	To consider and approve the change of project invested with proceeds from the exercise of bonds and warrants	Mgmt	For	For

10	To consider and approve the resolution of the proposed amendments to the Articles of Association	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

UNILEVER PLC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

2.	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

3.	TO RE-ELECT MR P G J M POLMAN AS A DIRECTOR	Mgmt	For	For



4.	TO RE-ELECT MR R J-M S HUET AS A DIRECTOR	Mgmt	For	For

5.	TO RE-ELECT PROFESSOR L O FRESCO AS A DIRECTOR	Mgmt	For	For

6.	TO RE-ELECT MS A M FUDGE AS A DIRECTOR	Mgmt	For	For

7.	TO RE-ELECT MR C E GOLDEN AS A DIRECTOR	Mgmt	For	For

8.	TO RE-ELECT DR B E GROTE AS A DIRECTOR	Mgmt	For	For

9.	TO RE-ELECT MS H NYASULU AS A DIRECTOR	Mgmt	For	For

10.	TO RE-ELECT THE RT HON SIR MALCOLM RIFKIND MP AS A DIRECTOR	Mgmt	For	For

11.	TO RE-ELECT MR K J STORM AS A DIRECTOR	Mgmt	For	For

12.	TO RE-ELECT MR M TRESCHOW AS A DIRECTOR	Mgmt	For	For

13.	TO RE-ELECT MR P S WALSH AS A DIRECTOR	Mgmt	For	For

14.	TO ELECT MRS L M CHA AS A DIRECTOR	Mgmt	For	For

15.	TO ELECT MS M MA AS A DIRECTOR	Mgmt	For	For

16.	TO ELECT MR J RISHTON AS A DIRECTOR	Mgmt	For	For

17.	TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY	Mgmt	For	For

18.	TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS	Mgmt	Abstain	Against

19.	TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES	Mgmt	For	For

20.	TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For

21.	TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For

22.	TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE	Mgmt	For	For

23.	TO SHORTEN THE NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

WOLTERS KLUWER N.V., ALPHEN AAN DEN RIJN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
3.b	Proposal to adopt the financial statements for 2012 as included in the annual report for 2012	Mgmt	For	For

3.c	Proposal to distribute a dividend of EUR 0.69 per ordinary share	Mgmt	For	For

4.a	Proposal to release the members of the Executive Board from liability for the exercise of their duties, as stipulated in Article 28 of the Articles of Association	Mgmt	For	For

4.b	Proposal to release the members of the Supervisory Board from liability for the exercise of their duties, as stipulated in Article 28 of the Articles of Association	Mgmt	For	For

5.a	Proposal to reappoint Mr. P.N. Wakkie as member of the Supervisory Board	Mgmt	For	For

5.b	Proposal to reappoint Ms. B.M. Dalibard as member of the Supervisory Board	Mgmt	For	For

5.c	Proposal to reappoint Mr. L.P Forman as member of the Supervisory Board	Mgmt	For	For

6	Proposal to appoint Mr. K.B. Entricken as member of the Executive Board	Mgmt	For	For

7	Proposal to amend the Articles of Association: Definitions a, b, c, d, e, f, g, h, i, j, l, m, n, o, p and q, article 3, article 4, article 5, article 12, article 13, article 14, article 15, article 17, article 19, article 24, article 27, article 33, article 37 and article 38	Mgmt	Against	Against

8.a	Proposal to extend the authority of the Executive Board to issue shares and/or grant rights to subscribe for shares	Mgmt	For	For

8.b	Proposal to extend the authority of the Executive Board to restrict or exclude statutory pre-emptive rights	Mgmt	For	For

9	Proposal to authorize the Executive Board to acquire own shares	Mgmt	For	For

10	Proposal to appoint the external auditor: KPMG Accountants N.V.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

YAMAHA MOTOR CO., LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

3.1	Appoint a Corporate Auditor	Mgmt	For	For

3.2	Appoint a Corporate Auditor	Mgmt	For	For

4	Appoint a Substitute Corporate Auditor	Mgmt	For	For

5	Approve Payment of Bonuses to Directors	Mgmt	For	For

6	Approve Renewal of Countermeasures to Large-Scale Acquisitions of the Company’s Shares	Mgmt	Against	Against

7	Shareholder Proposal : Approve Appropriation of Surplus	Shr	Against	For

Manning & Napier Fund, Inc. International Series

ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS MAY ONLY ATTEND THE SHAREHOLDERS’ MEETING IF THEY HOLD VOTING RIGHTS OF A MINIMUM OF 400 SHARES WHICH CORRESPOND TO ONE VOTING RIGHT.	Non-Voting

1	To resolve on the ratification of the co-optation of Directors	Mgmt	For	For

2	To resolve, under the terms and for the purposes of Article 100(2) of the Portuguese Companies Code, on: I-the approval of the Merger Project, and its schedules, regarding the merger by incorporation of Optimus - SGPS, S.A. into ZON Multimedia, dated 21 January 2013, and ii-the increase of the registered share capital of ZON Multimedia, as a result of the merger, from EUR 3.090.968,28 (three million, ninety thousand, nine hundred and sixty-eight Euros and twenty-eight cents) to EUR 5.151.613,80 (five million, one hundred and fifty-one thousand, six hundred and thirteen Euros and eighty cents), as well as the modification of the corporate name of the Company, and consequent amendment of Article 1 and Article 4(1) and (2), both of the Articles of Association	Mgmt	Against	Against

3	To resolve on the granting of powers to any two members of the Executive Committee of the Company to, on behalf and in representation of the same, implement the resolutions adopted in this meeting	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS.	Non-Voting

1	Accept Financial Statements and Statutory Reports for Fiscal 2012	Mgmt	For	For

2	Approve Allocation of Income and Dividends	Mgmt	For	For

3	Approve Discharge of Management and Supervisory Board	Mgmt	For	For


4	Approve Remuneration Policy	Mgmt	For	For

5	Authorize Repurchase and Reissuance of Shares	Mgmt	For	For

6	Elect Corporate Bodies	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 17 APR 2013 TO 16 APR 2013 AND MEETING TIME FROM 10:00 TO 17:00. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

ZURICH INSURANCE GROUP AG, ZUERICH


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 152246, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

1.1	Approval of the annual report, the annual financial statements and the consolidated financial statements for 2012	Mgmt	For	For

1.2	Advisory vote on the remuneration system according to the remuneration report	Mgmt	For	For

2.1	Appropriation of available earnings for 2012	Mgmt	For	For

2.2	Appropriation of reserves from capital contributions	Mgmt	For	For

3	Discharge of members of the board of directors and of the group executive committee	Mgmt	For	For

4.1.1	Election of Ms. Monica Maechler as the board of director	Mgmt	For	For


4.1.2	Re-election of Ms. Susan Bies as the board of director	Mgmt	For	For

4.1.3	Re-election of Mr. Victor L.L. Chu as the board of director	Mgmt	For	For

4.1.4	Re-election of Mr. Rolf Watter as the board of director	Mgmt	For	For

4.2	Re-election of auditors PricewaterhouseCoopers ltd, Zurich	Mgmt	For	For

5	Additional and/or counter-proposals	Mgmt	Abstain	For

Manning & Napier Fund, Inc. Life Sciences Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Life Sciences Series

ABAXIS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CLINTON H. SEVERSON	Mgmt	For	For

	2 VERNON E. ALTMAN	Mgmt	For	For

	3 R.J. BASTIANI, PH.D.	Mgmt	For	For

	4 MICHAEL D. CASEY	Mgmt	For	For

	5 HENK J. EVENHUIS	Mgmt	For	For

	6 PRITHIPAL SINGH, PH.D.	Mgmt	Withheld	Against

2.	TO APPROVE AN AMENDMENT TO 2005 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 900,000 AND INCREASE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED PURSUANT TO INCENTIVE STOCK OPTIONS AND TO REAPPROVE THE INTERNAL REVENUE CODE SECTION 162(M) PERFORMANCE CRITERIA AND AWARD LIMITS.	Mgmt	Against	Against

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

4.	TO RATIFY THE SELECTION OF BURR PILGER MAYER, INC. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ABAXIS, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

ALERE INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 CAROL R. GOLDBERG	Mgmt	For	For

	2 JAMES ROOSEVELT, JR.	Mgmt	For	For

	3 RON ZWANZIGER	Mgmt	For	For

2	APPROVAL OF AN AMENDMENT TO ALERE INC.`S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO DECLASSIFY THE BOARD OF DIRECTORS.	Mgmt	For	For

3	APPROVAL OF AN INCREASE TO THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE ALERE INC. 2010 STOCK OPTION AND INCENTIVE PLAN BY 2,000,000, FROM 3,153,663 TO 5,153,663.	Mgmt	For	For

4	APPROVAL OF THE GRANTING OF OPTIONS UNDER OUR 2010 STOCK OPTION AND INCENTIVE PLAN TO CERTAIN EXECUTIVE OFFICERS; PROVIDED THAT, EVEN IF THIS PROPOSAL IS APPROVED BY OUR STOCKHOLDERS, WE DO NOT INTEND TO IMPLEMENT THIS PROPOSAL UNLESS PROPOSAL 3 IS ALSO APPROVED.	Mgmt	For	For

5	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

6	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


APOLLO HOSPITALS ENTERPRISE LTD

Security:	Y0187F138	Agenda Number:	703969583

Ticker:		Meeting Type:	AGM

ISIN:	INE437A01024	Meeting Date:	8/9/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March 2012 and the Balance Sheet as at that date, the Directors’ and Auditors’ Report thereon	Mgmt	For	For

2	To declare a dividend on equity shares for the financial year ended 31st March 2012	Mgmt	For	For



3	To appoint a Director in place of Shri. N. Vaghul, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

4	To appoint a Director in place of Shri. T.K. Balaji, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against

5	To appoint a Director in place of Shri. Rajkumar Menon, who retires by rotation and being eligible, offers himself for re-appointment.	Mgmt	For	For

6	To appoint a Director in place of Shri. G. Venkatraman, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

7	To appoint Auditors for the current year and fix their remuneration, M/s.S. Viswanathan, Chartered Accountants, Chennai retire and are eligible for re-appointment	Mgmt	For	For

8	Resolved that subject to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII thereof, consent of the Company be and is hereby accorded to the renewal of the terms of payment of a sum equivalent to 5% of the net profits of the Company computed in accordance with the provisions of the Companies Act, 1956 as remuneration for each year to Dr. Prathap C Reddy, Permanent Chairman of the Company under Article 98(c) of the Articles of Association of the Company, for a period of five years commencing from 25th June 2012, and that the Board of Directors of the Company be and is hereby authorized to pay such remuneration either monthly, quarterly, half yearly or otherwise as they may deem fit	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


CERNER CORPORATION

Security:	156782104	Agenda Number:	933795099

Ticker:	CERN	Meeting Type:	Annual

ISIN:	US1567821046	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: GERALD E. BISBEE, JR., PH.D	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: DENIS A. CORTESE, M.D.	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: LINDA M. DILLMAN	Mgmt	For	For



2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CERNER CORPORATION FOR 2013.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION REPEALING THE CLASSIFICATION OF OUR BOARD OF DIRECTORS.	Mgmt	For	For

5.	AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


DEXCOM, INC.

Security:	252131107	Agenda Number:	933795835

Ticker:	DXCM	Meeting Type:	Annual

ISIN:	US2521311074	Meeting Date:	5/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BARBARA E. KAHN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: JAY S. SKYLER	Mgmt	For	For

2.	TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


DR. REDDY’S LABORATORIES LIMITED

Security:	256135203	Agenda Number:	933666212

Ticker:	RDY	Meeting Type:	Annual

ISIN:	US2561352038	Meeting Date:	7/20/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1.	TO RECEIVE, CONSIDER AND ADOPT THE BALANCE SHEET AS AT 31 MARCH 2012 AND THE PROFIT & LOSS ACCOUNT OF THE COMPANY FOR THE YEAR ENDED ON THAT DATE ALONG WITH THE REPORTS OF THE DIRECTORS’ AND AUDITORS’ THEREON.	Mgmt	For	For

O2.	TO DECLARE DIVIDEND ON THE EQUITY SHARES FOR THE FINANCIAL YEAR 2011-12.	Mgmt	For	For

O3.	TO APPOINT A DIRECTOR IN PLACE OF DR. OMKAR GOSWAMI, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O4.	TO APPOINT A DIRECTOR IN PLACE OF MR. RAVI BHOOTHALINGAM, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O5.	TO APPOINT THE STATUTORY AUDITORS AND FIX THEIR REMUNERATION. THE RETIRING AUDITORS B S R & CO., CHARTERED ACCOUNTANTS ARE ELIGIBLE FOR RE-APPOINTMENT.	Mgmt	For	For

S6.	APPOINTMENT OF MR. SRIDAR IYENGAR AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

S7.	RE-APPOINTMENT OF MR. SATISH REDDY AS WHOLE TIME DIRECTOR DESIGNATED AS MANAGING DIRECTOR AND CHIEF OPERATING OFFICER OF THE COMPANY.	Mgmt	For	For

S8.	EXTENSION OF TERM OF DR. REDDY’S EMPLOYEES STOCK OPTION SCHEME, 2002.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Life Sciences Series


EXACT SCIENCES CORPORATION

Security:	30063P105	Agenda Number:	933659899

Ticker:	EXAS	Meeting Type:	Annual

ISIN:	US30063P1057	Meeting Date:	7/26/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 SALLY W. CRAWFORD	Mgmt	Withheld	Against

	2 DANIEL J. LEVANGIE	Mgmt	Withheld	Against



2.	PROPOSAL TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


GLENMARK PHARMACEUTICALS LTD

Security:	Y2711C144	Agenda Number:	703958150

Ticker:		Meeting Type:	AGM

ISIN:	INE935A01035	Meeting Date:	8/3/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the Audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss of the Company for the year ended on that date together with the reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare dividend on Equity Shares	Mgmt	For	For

3	To appoint a Director in place of Mr. Gracias Saldanha who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against

4	To appoint a Director in place of Mr. N. B. Desai who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

5	To appoint a Director in place of Mr. Hocine Sidi Said who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

6	To appoint M/s Walker, Chandiok & Co., Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration	Mgmt	For	For

7	Resolved that Mr. Rajesh V Desai who was appointed as an Additional Director on 9th November, 2011 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	For	For



8	Resolved that Dr. Brian W. Tempest who was appointed as an Additional Director on 30th January, 2012 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	For	For

9	Resolved that Mr. Bernard Munos who was appointed as an Additional Director on 30th January, 2012 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company	Mgmt	For	For

10	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the appointment of Mr. Rajesh V Desai as a Director in the whole-time employment of the Company and designated as Executive Director & CFO for a period of 5 years with effect from 9th November, 2011 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mr. Rajesh V Desai in accordance with the provisions of the Companies Act, 1956, and / or any statutory CONTD	Mgmt	For	For

CONT	CONTD modification or re-enactment thereto and / or the guidelines for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mr. Rajesh V Desai, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to CONTD	Non-Voting

CONT	CONTD this resolution	Non-Voting



11	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the re-appointment of Mr. Glenn Saldanha as Chairman & Managing Director of the Company for a period of 5 years with effect from 16th May, 2012 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mr. Glenn Saldanha in accordance with the provisions of the Companies Act, 1956, and / or any statutory modification or re-enactment thereto and/or the guidelines CONTD	Mgmt	For	For

CONT	CONTD for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mr. Glenn Saldanha, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to this resolution	Non-Voting

12	Resolved that pursuant to Sections 198, 269, 309 and 310 read together with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company, be and is hereby accorded to the re-appointment of Mrs. Cherylann Pinto as a Director in the whole-time employment of the Company and designated as Director-Corporate Affairs for a period of 5 years with effect from 16th May, 2012 on a remuneration to be paid and provided and on the terms and conditions as set out in the explanatory statement attached hereto. Resolved further that the Board of Directors be and is hereby authorized to increase, augment and/or enhance or vary the remuneration to be paid and provided from time to time to Mrs. Cherylann Pinto in accordance with the provisions of the Companies Act, 1956, and / or any statutory CONTD	Mgmt	For	For

CONT	CONTD modification or re-enactment thereto and/or the guidelines for Managerial Remuneration issued by the Government of India or any other appropriate authority in that behalf as in force and as amended from time to time. Resolved further that pursuant to Section 309(3) read together with Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, the remuneration as aforesaid, be paid and provided as minimum remuneration to Mrs. Cherylann Pinto, notwithstanding that in any financial year of the Company during his term of office, the Company may have made no profits or its profits are inadequate. Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to CONTD	Non-Voting

CONT	CONTD this resolution	Non-Voting

Manning & Napier Fund, Inc. Life Sciences Series


GN STORE NORD LTD, BALLERUP

Security:	K4001S214	Agenda Number:	704293175

Ticker:		Meeting Type:	AGM

ISIN:	DK0010272632	Meeting Date:	3/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “e.a to e.f and f”. THANK YOU.	Non-Voting

a	Report by the Board of Directors on the activities of the Company during the past year	Non-Voting

b	Adoption of the audited annual report and resolution of discharge of the Board of Directors and the Executive Board	Mgmt	For	For

c	Proposal as to the application of profits in accordance with the approved annual report	Mgmt	For	For



d	Adoption of the remuneration to the Board of Directors for the present financial year	Mgmt	For	For

e.a	Re-election of member to the Board of Directors: Per Wold-Olsen	Mgmt	For	For

e.b	Re-election of member to the Board of Directors: William E. Hoover JR	Mgmt	For	For

e.c	Re-election of member to the Board of Directors: Wolfgang Reim	Mgmt	For	For

e.d	Re-election of member to the Board of Directors: Rene Svendsen-Tune	Mgmt	For	For

e.e	Re-election of member to the Board of Directors: Carsten Krogsgaard Thomsen	Mgmt	For	For

e.f	Election of member to the Board of Directors: Helene Barnekow	Mgmt	For	For

f	Re-election of KPMG Statsautoriseret Revisionspartnerselskab as auditor until the Company’s next annual general meeting	Mgmt	For	For

g.1.1	Proposal from the Board of Directors: Adoption of amended guidelines for incentive pay to the management	Mgmt	For	For

g.1.2	Proposal from the Board of Directors: Authorisation to the Board of Directors to acquire treasury shares	Mgmt	For	For

g.1.3	Proposal from the Board of Directors: Authorisation to the Board of Directors to reduce the share capital through cancellation of treasury shares, Articles of Association Article 3	Mgmt	For	For

g.1.4	Proposal from the Board of Directors: Authorisation to the Board of Directors to increase the share capital, Articles of Association Article 5.1	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

GREEN CROSS CORP, YONGIN-GUN



Security:	Y7499Q108	Agenda Number:	704282831

Ticker:		Meeting Type:	AGM

ISIN:	KR7006280002	Meeting Date:	3/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 159095 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	Approval of financial statements	Mgmt	Against	Against

2	Election of director: Kim Yeong Ho	Mgmt	For	For

3	Election of auditor: Han Ji Hun	Mgmt	Against	Against

4	Approval of remuneration for director	Mgmt	For	For

5	Approval of remuneration for auditor	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR AND AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Life Sciences Series

GREENWAY MEDICAL TECHNOLOGIES, INC.



Security:	39679B103	Agenda Number:	933691241

Ticker:	GWAY	Meeting Type:	Annual

ISIN:	US39679B1035	Meeting Date:	11/7/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 THOMAS T. RICHARDS	Mgmt	For	For

	2 WALTER TUREK	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING JUNE 30, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


HEARTWARE INTERNATIONAL, INC.

Security:	422368100	Agenda Number:	933797841

Ticker:	HTWR	Meeting Type:	Annual

ISIN:	US4223681002	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DOUGLAS GODSHALL	Mgmt	For	For

	2 SETH HARRISON	Mgmt	For	For

	3 ROBERT STOCKMAN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	APPROVE THE GRANT OF 25,000 RESTRICTED STOCK UNITS TO DOUGLAS GODSHALL ON TERMS SET OUT IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	Against	Against

5.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO ROBERT THOMAS.	Mgmt	For	For

6.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO SETH HARRISON.	Mgmt	For	For

7.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO TIMOTHY BARBERICH.	Mgmt	For	For

8.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO CYNTHIA FELDMANN.	Mgmt	For	For

9.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO CHARLES RAYMOND LARKIN, JR.	Mgmt	For	For

10.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO ROBERT STOCKMAN ON THE TERMS SET OUT IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For



11.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO DENIS WADE.	Mgmt	For	For

12.	TO RATIFY THE ISSUANCE AND SALE OF 1.725 MILLION SHARES OF COMMON STOCK.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


INCYTE CORPORATION

Security:	45337C102	Agenda Number:	933808579

Ticker:	INCY	Meeting Type:	Annual

ISIN:	US45337C1027	Meeting Date:	5/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RICHARD U. DE SCHUTTER	Mgmt	For	For

	2 BARRY M. ARIKO	Mgmt	For	For

	3 JULIAN C. BAKER	Mgmt	For	For

	4 PAUL A. BROOKE	Mgmt	For	For

	5 WENDY L. DIXON	Mgmt	For	For

	6 PAUL A. FRIEDMAN	Mgmt	For	For

	7 ROY A. WHITFIELD	Mgmt	For	For

2.	TO APPROVE THE COMPANY’S AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN.	Mgmt	Against	Against

3.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


INSULET CORPORATION

Security:	45784P101	Agenda Number:	933767406

Ticker:	PODD	Meeting Type:	Annual

ISIN:	US45784P1012	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DUANE DESISTO	Mgmt	For	For

	2 STEVEN SOBIESKI	Mgmt	Withheld	Against

	3 W. MARK LORTZ	Mgmt	For	For

2.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF CERTAIN EXECUTIVE OFFICERS.	Mgmt	Against	Against

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


LONZA GROUP AG, BASEL

Security:	H50524133	Agenda Number:	704331569

Ticker:		Meeting Type:	AGM

ISIN:	CH0013841017	Meeting Date:	4/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 150278, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1	Annual report, consolidated financial statements and financial statements of Lonza Group Ltd; reports of the auditors	Mgmt	No vote

2	Consultative vote on the remuneration report	Mgmt	No vote



3	Discharge of the members of the Board of Directors	Mgmt	No vote

4	Appropriation of available earnings / Reserves from contribution of capital	Mgmt	No vote

5.1.a	Re-election to the Board of Directors: Patrick Aebischer	Mgmt	No vote

5.1.b	Re-election to the Board of Directors: Jean-Daniel Gerber	Mgmt	No vote

5.1.c	Re-election to the Board of Directors: Margot Scheltema	Mgmt	No vote

5.1.d	Re-election to the Board of Directors: Rolf Soiron	Mgmt	No vote

5.1.e	Re-election to the Board of Directors: Peter Wilden	Mgmt	No vote

5.2.a	Elections to the Board of Directors: Werner J. Bauer	Mgmt	No vote

5.2.b	Elections to the Board of Directors: Thomas Ebeling	Mgmt	No vote

5.2.c	Elections to the Board of Director: Antonio Trius	Mgmt	No vote

6	Re-election of the auditor for the 2013 fiscal year, KPMG Ltd, Zurich	Mgmt	No vote

7	The Board of Directors proposes that the authorized share capital of the Company in a maximum amount of CHF 5,000,000 be renewed for a period of two years until 9 April 2015 and Article 4ter of the Articles of Association be amended accordingly	Mgmt	No vote

CMMT	IF AT THE TIME OF THE GENERAL MEETING, THE BOARD OF DIRECTORS OR SHAREHOLDERS MAKE ADDITIONAL PROPOSALS OR PROPOSALS FOR A CHANGE REGARDING THE POINTS OF THE PUBLISHED AGENDA, THE REPRESENTATIVE HAS TO VOTE AS FOLLOWS: 1 OPTION EITHER 8.A OR 8.B NEED TO BE INSTRUCTED (WITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSES IN THE EVENT OF NEW OR MODIFIED PROPOSALS	Non-Voting



8.A	Approval of the proposal of the Board of Directors	Shr	No vote

8.B	Abstention	Shr	No vote

Manning & Napier Fund, Inc. Life Sciences Series


LUPIN LTD

Security:	Y5362X101	Agenda Number:	703950964

Ticker:		Meeting Type:	AGM

ISIN:	INE326A01037	Meeting Date:	7/24/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the audited balance sheet as at March 31, 2012, statement of profit and loss for the year ended on that date and reports of directors and auditors	Mgmt	For	For

2	To declare dividend for the year ended March 31, 2012	Mgmt	For	For

3	To appoint a director in place of Dr. Vijay Kelkar, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

4	To appoint a director in place of Mr. Richard Zahn, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

5	To appoint a director in place of Mr. R. A. Shah, who retires by rotation and is eligible for re-appointment	Mgmt	For	For

6	To appoint auditors to hold office from the conclusion of Thirtieth Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 6.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Life Sciences Series


LUPIN LTD

Security:	Y5362X101	Agenda Number:	704166784

Ticker:		Meeting Type:	OTH

ISIN:	INE326A01037	Meeting Date:	12/12/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU.	Non-Voting

1	Re-appointment of Dr. Kamal K. Sharma for a period of three years effective September 29, 2012 as Managing Director of the Company or other mutually agreed capacity and approval of remuneration payable to him	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


M3, INC.

Security:	J4697J108	Agenda Number:	704595226

Ticker:		Meeting Type:	AGM

ISIN:	JP3435750009	Meeting Date:	6/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2	Appoint a Corporate Auditor	Mgmt	For	For

3	Allow Board to Authorize Use of Stock Option Plan	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


MINDRAY MEDICAL INT’L LTD.

Security:	602675100	Agenda Number:	933717021

Ticker:	MR	Meeting Type:	Annual

ISIN:	US6026751007	Meeting Date:	12/28/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RE-ELECTION OF MR. XU HANG AS A DIRECTOR AND THE CHAIRMAN OF THE BOARD OF THE COMPANY.	Mgmt	For	For

2.	RE-ELECTION OF MR. RONALD EDE AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For



3.	RE-ELECTION OF MR. CHEN QINGTAI AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


MYRIAD GENETICS, INC.

Security:	62855J104	Agenda Number:	933697611

Ticker:	MYGN	Meeting Type:	Annual

ISIN:	US62855J1043	Meeting Date:	12/5/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOHN T. HENDERSON, M.D.	Mgmt	For	For

	2 S. LOUISE PHANSTIEL	Mgmt	For	For

2.	TO APPROVE PROPOSED AMENDMENTS TO THE COMPANY’S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.	Mgmt	Against	Against

3.	TO APPROVE THE ADOPTION OF THE COMPANY’S 2012 EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For

4.	TO APPROVE THE ADOPTION OF THE COMPANY’S 2013 EXECUTIVE INCENTIVE PLAN.	Mgmt	For	For

5.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Mgmt	For	For

6.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


QIAGEN N.V.

Security:	N72482107	Agenda Number:	933843256

Ticker:	QGEN	Meeting Type:	Annual

ISIN:	NL0000240000	Meeting Date:	6/26/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2012 (“FISCAL YEAR 2012”).	Mgmt	For	For

2.	PROPOSAL TO DISCHARGE FROM LIABILITY THE MANAGING DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL YEAR 2012.	Mgmt	For	For

3.	PROPOSAL TO DISCHARGE FROM LIABILITY THE SUPERVISORY DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL YEAR 2012.	Mgmt	For	For

4A.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: PROF. DR. DETLEV H. RIESNER	Mgmt	Against	Against

4B.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: DR. WERNER BRANDT	Mgmt	For	For

4C.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: DR. METIN COLPAN	Mgmt	For	For

4D.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: PROF. DR. MANFRED KAROBATH	Mgmt	Against	Against

4E.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: MS. ELIZABETH E. TALLETT	Mgmt	For	For

4F.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: MR. STEPHANE BANCEL	Mgmt	For	For

4G.	REAPPOINTMENT OF THE SUPERVISORY DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: MR. LAWRENCE A. ROSEN	Mgmt	For	For

5A.	REAPPOINTMENT OF THE MANAGING DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: MR. PEER SCHATZ	Mgmt	For	For



5B.	REAPPOINTMENT OF THE MANAGING DIRECTOR FOR A TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2014: MR. ROLAND SACKERS	Mgmt	For	For

6.	PROPOSAL TO REAPPOINT ERNST & YOUNG ACCOUNTANTS LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

7A.	PROPOSAL TO AUTHORIZE THE SUPERVISORY BOARD, UNTIL DECEMBER 26, 2014, TO ISSUE A NUMBER OF COMMON SHARES AND FINANCING PREFERENCE SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR SUCH SHARES	Mgmt	For	For

7B.	PROPOSAL TO AUTHORIZE THE SUPERVISORY BOARD, UNTIL DECEMBER 26, 2014, TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS WITH RESPECT TO ISSUING SHARES OR GRANTING SUBSCRIPTION RIGHTS UP TO 20% OF THE AGGREGATE PAR VALUE OF ALL SHARES ISSUED AND OUTSTANDING	Mgmt	For	For

8.	PROPOSAL TO AUTHORIZE THE MANAGING BOARD, UNTIL DECEMBER 26, 2014, TO ACQUIRE SHARES IN THE COMPANY’S OWN SHARE CAPITAL.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


QUALICORP SA, SAO PAULO

Security:	P7S21H105	Agenda Number:	704442588

Ticker:		Meeting Type:	AGM

ISIN:	BRQUALACNOR6	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting



I	To examine, discuss and vote upon the board of directors annual report, accounts of the directors and the financial statements relating to the fiscal year that ended on December 31, 2012	Mgmt	For	For

II	To elect members of the board of directors	Mgmt	Against	Against

III	To approve remuneration of the board of directors for the 2013	Mgmt	Against	Against

Manning & Napier Fund, Inc. Life Sciences Series


QUALICORP SA, SAO PAULO

Security:	P7S21H105	Agenda Number:	704442576

Ticker:		Meeting Type:	EGM

ISIN:	BRQUALACNOR6	Meeting Date:	5/13/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	Change of the maximum number of members of the executive committee from 4 to 5 members, with the creation of the position of chief operating officer, and the consequent amendment of article 18 and the inclusion of an item v in paragraph 1 of article 20 of the corporate bylaws	Mgmt	For	For

II	Amendment of the arbitration clause in the corporate bylaws, in such a way as to adapt it to the Bm and Fbovespa Novo Mercado Regulations, with the consequent amendment of article 37 of the corporate bylaws	Mgmt	For	For

III	Change of the maximum number of members of the board of directors from 12 to 9 members, with the consequent amendment of article 14 of the corporate bylaws	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series


SEATTLE GENETICS, INC.

Security:	812578102	Agenda Number:	933782268

Ticker:	SGEN	Meeting Type:	Annual

ISIN:	US8125781026	Meeting Date:	5/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MARC E. LIPPMAN, M.D.	Mgmt	For	For

	2 FRANKLIN M. BERGER	Mgmt	For	For

	3 DANIEL G. WELCH	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Life Sciences Series

SIRONA DENTAL SYSTEMS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 SIMONE BLANK	Mgmt	Withheld	Against

	2 TIMOTHY P. SULLIVAN	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF KPMG AG, WIRTSCHAFTSPRUFUNGSGESELLSCHAF T, FRANKFURT, GERMANY (“KPMG”) AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 4	Mgmt	For	For

4.	TO APPROVE, ON AN ADVISORY BASIS, A SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS OF THE COMPANY	Shr	For	Against

Manning & Napier Fund, Inc. Life Sciences Series

SONIC HEALTHCARE LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 2 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (2), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

1	Re-election of Mr Colin Jackson as a Director of the Company	Mgmt	For	For

2	Adoption of the Remuneration Report	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

SONOVA HOLDING AG, STAEFA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PART 1 OF THIS MEETING IS FOR REGISTRATION ONLY. IF YOU WISH TO SUBMIT A VOTE OR A MEETING ATTENDANCE ON PART 2 OF THE MEETING, THIS CAN ONLY BE PROCESSED BY THE SUB-CUSTODIAN IF YOU FIRST VOTE IN FAVOUR OF THE REGISTRATION IN PART 1 BELOW BY VOTING IN FAVOUR OF THE BELOW RESOLUTION, YOU ARE AUTHORISING BROADRIDGE TO ASK YOUR SUB—CUSTODIAN TO REGISTER THE SHARES. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB—CUSTODIANS MAY VARY. DEPENDING ON SUB-CUSTODIAN PRACTICES, SHARES MAY REMAIN REGISTERED UNTIL MEETING DATE+1. DE-REGISTRATION PROCEDURES MAY VARY AND THEREFORE SHARES MAY NOT ALWAYS BE AVAILABLE FOR TRADING. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY CONCERNS.	Non-Voting


CMMT	PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE.IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE.	Non-Voting

1.1	Approval of the annual report, of the financial statements of Sonova Holding AG and of the consolidated financial statements for 2012/13, acknowledgement of the auditor’s report	Mgmt	For	For

1.2	Advisory vote on the compensation report 2012/13	Mgmt	For	For

2.1	Appropriation of retained earnings	Mgmt	For	For

2.2	Approve dividends of CHF 1.60 per share from capital contribution reserves	Mgmt	For	For

3	Discharge of the members of the board of directors and of the management board	Mgmt	For	For

4.1.1	Re-election to the board of directors: Mr. Beat Hess	Mgmt	For	For

4.1.2	Re-election to the board of directors: Mr. John J. Zei	Mgmt	For	For

4.2.1	Election to the board of directors: Mr. Jinlong Wang	Mgmt	For	For

4.3	Re-election of the auditor: PricewaterhouseCoopers AG, Zurich	Mgmt	For	For

5	In the case of ad-hoc/Miscellaneous shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of directors	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION 2.2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Life Sciences Series

THORATEC CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 NEIL F. DIMICK	Mgmt	Withheld	Against

	2 GERHARD F. BURBACH	Mgmt	For	For

	3 J. DANIEL COLE	Mgmt	For	For

	4 STEVEN H. COLLIS	Mgmt	For	For

	5 D. KEITH GROSSMAN	Mgmt	For	For

	6 WILLIAM A. HAWKINS	Mgmt	For	For

	7 PAUL A. LAVIOLETTE	Mgmt	For	For

	8 DANIEL M. MULVENA	Mgmt	For	For

	9 TODD C. SCHERMERHORN	Mgmt	For	For

2.	APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR ITS FISCAL YEAR ENDING DECEMBER 28, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

UCB SA, BRUXELLES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

1	Special Report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 604 of the Belgian Companies Code	Non-Voting

2	The General Meeting resolves to grant the power to increase the share capital to the Board of Directors. Therefore, the General Meeting resolves to add the following text as section 2 to article 6: The Board of Directors is authorized to increase the Company’s share capital by an amount not exceeding five hundred million euros (EUR 500 000 000) in one or more operations, including by way of the issuance of warrants or convertible bonds. The Board of Directors is expressly authorized to make use of this mandate for the following operations: 1. A capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders. 2. A capital increase or the issuance of convertible bonds CONTD	Mgmt	Against	Against

CONT	CONTD with cancellation or limitation of the preferential subscription rights of the existing shareholders for the benefit of one or more specific persons who are not employees of the Company or of its subsidiaries. 3. A capital increase by incorporation of reserves and/or share premiums. Any such capital increase may take any and all form, including, but not limited to, contributions in cash or in kind, with or without share premium, the incorporation of reserves and/or share premiums, to the maximum extent permitted by the law. Any use of the mandate granted in this section may only occur via special majority in the Board of Directors, namely a majority of independent directors on the one hand and a majority of directors representing the Reference Shareholder on the other hand. Reference CONTD	Non-Voting

CONT	CONTD Shareholder for the purposes of this section shall mean the person or persons representing any Company that did a notification pursuant to article 74 of the Law of 1 April 2007 relating to public takeovers. The mandate to the Board of Directors pursuant to this section is granted for a period of five years as from the date of its publication	Non-Voting


3	The General Meeting resolves to grant the power to increase the share capital to the Board of Directors in case of a public take—over bid on securities of the Company. Therefore, the General Meeting resolves to add the following text as section 3 to article 6: The Board of Directors is expressly authorized, in case of a public take-over bid on securities of the Company, to increase the capital by an amount not exceeding five hundred million euros (EUR 500 000 000), in one or more operations, including by way of the issuance of warrants or convertible bonds, in the manner and under the conditions set out in article 607 of the Companies Code and in the same ways and modalities provided in the preceding section. The mandate to the Board of Directors pursuant to this section is granted for a period of three years as from the date of its publication. CONTD	Mgmt	Against	Against

CONT	CONTD The total amount of the share capital increased by means of this section and section 2 above may not exceed five hundred million euros (EUR 500 000 000). The Board of Directors is empowered, with full power of substitution, to amend the Articles of Association to reflect the capital increases resulting from the exercise of its powers pursuant to this section and section 2 above	Non-Voting

4	The General Meeting resolves to replace article 11 a) second paragraphs with the following text: Shares are registered or dematerialized shares, at the request of the shareholder, and in accordance with the law. Transitional provision: Until 1 January 2014, fully paid shares is registered, dematerialized or bearer shares, at the request of the shareholder, according to the law. Bearer shares of the Company already issued and registered on a custody account or an investment account on 1 January 2008 will exist under the dematerialized form as from that date. Other bearer shares will automatically be converted into dematerialized shares, as from their registration on a custody account or an investment account as from 1 January 2008	Mgmt	For	For

5	The General Meeting resolves to replace paragraph 3 of article 12 of the Articles of Association until the end of this article by the following text, in order to renew the authorization of the General Meeting given to the Board of Directors relating to the acquisition and transfer of own shares: The Board of Directors is authorized to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company’s shares permitted by law for a price or an exchange value per share of maximum the highest price of the Company’s share on Euronext Brussels on the day of the acquisition and minimum one euro (EUR 1). This mandate is granted for a period of five years as of the date of the General Meeting that approved it. The Board of Directors is authorized to acquire, on or outside of the stock exchange, CONTD	Mgmt	Against	Against



CONT	CONTD by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the Company’s shares in accordance with the Companies Code if such acquisition is necessary to avoid serious and imminent prejudice to the Company. This mandate is granted for a period of three years as from the date of its publication. The Board of Directors is authorized to transfer, on or outside of the stock exchange, by way of sale, exchange, contribution or any other kind of transfer, directly or indirectly, the Company’s own shares in accordance with article 622, section 2, section 1, of the Companies Code. This mandate is granted for an unlimited duration in time. For the avoidance of doubt, this mandate includes the transfer necessary to avoid serious and imminent prejudice to the Company. CONTD	Non-Voting

CONT	CONTD The Board of Directors is authorized to transfer, on the stock exchange or through a public offer, directly or indirectly, the Company’s shares in accordance with article 622, section 2, section 2, 2, of the Companies Code if such transfer is necessary to avoid serious and imminent prejudice to the Company. This mandate is granted for a period of three years as from the date of its publication. The mandates granted to the Board of Directors pursuant to this article extend to any acquisitions or transfers of the Company’s shares, directly or indirectly, undertaken by the Company’s direct subsidiaries, as defined in article 627 of that Code	Non-Voting

6	As the above resolution has not been approved, the General Meeting resolves to modify the limitations stipulated on the acquisition of own shares during the shareholders’ meeting of 6 November 2009, as such modification will enable UCB SA to monetize the options it currently holds in UCB SA shares at better prices, compared to what would be possible under the current 2009 shareholders’ meeting resolution. Therefore, the General Meeting resolves to renew the authorization granted in 2009 and to grant the power to the Board of Directors to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company’s shares permitted by law, for a price or an exchange value per share of maximum the highest price of the CONTD	Mgmt	For	For

CONT	CONTD Company’s share on Euronext Brussels on the day of the acquisition and minimum one euro (EUR 1). This mandate is granted for a period of five years as of the date of the General Meeting that approved it	Non-Voting

7	The General Meeting resolves to add the following text as last paragraph of article 14 of the Articles of Association: The share register or bond register(s) of the Company may be held either on paper or via whatever electronic or dematerialized means as are legally permissible at any given point in time	Mgmt	For	For


8	The General Meeting resolves to replace the second paragraph of article 19 of the Articles of Association by the following text: Copies or extracts of the minutes to be produced in court or elsewhere shall be signed by either the Chair, or two Directors, or the Secretary General, or the General Counsel	Mgmt	For	For

9	The General Meeting resolves to replace the second bullet of article 20 of Articles of Association by the following text to reflect the extension of this committee’s scope of competences: A Governance, Nomination & Compensation Committee in accordance with article 526quater of the Companies Code with, in particular, the tasks set out in that article	Mgmt	For	For

10	The General Meeting resolves to replace the second paragraph of article 36 of the Articles of Association by the following text in order to align it with the current text of the companies’ Code: The Board of Directors can determine the form of proxies, which must be received by the Company at least six days before the date of the meeting	Mgmt	For	For

11	The General Meeting resolves to replace the current article 37 by the following text: The General Meeting shall be chaired by the Chair of the Board of Directors, whom failing by a Deputy Chair, and should none of them be able to attend, by another Director. The Chair shall appoint the Secretary, who may but does not have to be a shareholder, and choose two scrutinizers, who may but do not have to be shareholders and who, together with the Directors present, shall constitute the Bureau	Mgmt	For	For

12	The General Meeting resolves to add the following text in the second paragraph of article 38 of the Articles of Association, between “his voting rights shall fall below one of the limits specified above” and “These notifications will occur”: The same notification requirements will apply to any instrument, option, future, swap, interest term agreement and other derivative granting its holder the right to acquire existing securities carrying voting rights pursuant to a formal agreement (i.e. an agreement that is binding pursuant to the applicable law) and only on the holders’ own initiative. In order for the notification requirements to apply, the holder must either have an unconditional right to acquire existing securities carrying voting rights or be able to make free use of its right to acquire them CONTD	Mgmt	Against	Against

CONT	CONTD A right to acquire securities carrying voting rights is considered to be unconditional if it depends merely on an event that can be caused to happen or prevented from happening by the holder of the right	Non-Voting

Manning & Napier Fund, Inc. Life Sciences Series

UCB SA, BRUXELLES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

A.1	Report of the Board of Directors	Non-Voting

A.2	Report of the auditor	Non-Voting

A.3	Presentation of the consolidated annual accounts of the UCB Group as of 31 December 2012	Non-Voting

A.4	The Meeting approves the annual accounts of UCB SA at 31 December 2012 and the allocation of the profits reflected therein	Mgmt	For	For

A.5	The Meeting approves the remuneration report	Mgmt	For	For

A.6	The Meeting gives a discharge to the directors for the exercise of their mandate during the financial year closed on 31 December 2012	Mgmt	For	For

A.7	The Meeting gives a discharge to the auditor for the exercise of its mandate during the financial year closed on 31 December 2012	Mgmt	For	For

A.8.1	The Meeting reappoints Roch Doliveux as a director for a period of four years as provided by the articles of association	Mgmt	For	For

A.8.2	The Meeting reappoints Albrecht De Graeve as a director for a period of four years as provided by the articles of association	Mgmt	For	For


A.8.3	The Meeting acknowledges the position of Albrecht De Graeve as an independent director according to the independence criteria provided by law and by the Board of Directors. Albrecht De Graeve complies with the independency requirements set out in article 526ter of the Belgian Companies’ Code	Mgmt	For	For

A.8.4	The Meeting reappoints Peter Fellner(*) as a director for a period of four years as provided by the articles of association	Mgmt	Against	Against

A.9	The General Meeting fixes the annual emoluments of the Chairman of the Board of Directors at EUR 210,000, of the Vice Chair at EUR 105,000 and of the Directors at EUR 70,000. The Chairman’s annual emoluments include his presence fees. The presence fees of the Vice Chair and of the members of the Board of Directors remain unchanged at respectively EUR 1,500 and EUR 1,000 per meeting. The General Meeting fixes the annual additional remuneration of the Chair and members of the Board Committees as follows: EUR 30,000 for the Chair and EUR 20,000 for the members of the Audit Committee,EUR 20,000 for the Chair and EUR 15,000 for the members of the Governance, Nomination and Compensation Committee (GNCC) and EUR 30,000 for the Chair and EUR 20,000 for the members of the Scientific Committee	Mgmt	For	For

A.10	The Meeting approves the decision of the Board of Directors to allocate an estimated number of 315,000 free shares:-of which an estimated number of 105,000 shares to Senior Executives, namely to about 58 individuals, according to allocation criteria of those concerned. The allocations of these free shares will take place on completion of the condition that the interested parties remain employed within the UCB Group for a period of at least 3 years after the grant of awards;-of which an estimated number of 210,000 shares to Senior Executives for the Performance Share Plan, namely to about 58 individuals, according to allocation criteria of those concerned. Pay-out will occur after a three year vesting period and will vary from 0% to 150% of the granted amount depending on the level of achievement of the performance conditions set by the Board of UCB SA at the moment of grant	Mgmt	For	For

A.11	It is proposed to increase the number of shares reserved under the Plan from 500,000 to 1,000,000 in order to enable US UCB employees to continue buying UCB shares with a discount within a tax favorable plan	Mgmt	For	For

A.12	Pursuant to article 556 of the Companies’ Code, the Meeting approves: (i) condition 6 (e) (i) of the Terms and Conditions of the EMTN Program (Redemption at the Option of Noteholders-Upon a Change of Control (Change of Control Put)), in respect of any series of notes to which such condition is made applicable being issued under the Program within the 12 months following the 2013 Shareholders Meeting, under which any and all of the holders of the relevant notes can, in certain circumstances when a change of control of UCB SA occurs, require UCB SA as issuer, or UCB SA as guarantor in the case of notes issued by UCB Lux S.A., to redeem that note on the change of control put date at the put redemption amount together, if appropriate, with interest accrued to that change of control put date, following a change of control of UCB SA; (ii) any other provision of the EMTN Program or notes issued under the EMTN Program granting rights to third parties which could affect an obligation on UCB SA where in each case the exercise of these rights is dependent on the occurrence of a change of control; and (iii) condition 6 (e) (i) of the Terms and Conditions of the EMTN Program (Redemption at the Option of Noteholders-Upon a Change of Control (Change of Control Put)), in relation to the EUR 250,000,000 3.75% notes due 2020 issued pursuant to the EMTN Program by the Company on or around 27 March 2013	Mgmt	Against	Against


A.13	Pursuant to article 556 of the Company Code, the Meeting approves the provision granting to holders of bonds and/or convertible bonds that the company has issued or may issue on a stand-alone basis, from 1 April 2013 until 31 July 2013, in one or several offerings and tranches, denominated either in EURO or in any other currency, with maturities not exceeding 10 years, (i) the right to obtain the redemption, or the right to require the repurchase, of such bonds and/or convertible bonds at a price not in excess of 100% of the outstanding principal amount plus accrued and unpaid interest, and (ii), in the case of convertible bonds, the right to convert the bonds at a conversion price adjusted downwards in accordance with market standard change of control adjustment provisions, in each case in the event of a take-over bid or a change of control of UCB SA, as would be provided in the terms and conditions relating to such bonds and/or convertible bonds	Mgmt	Against	Against

A.14	Pursuant to article 556 of the Companies’ Code, the Meeting approves the change of control clause in the Finance Contract whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable-at the discretion of the European Investment Bank-following a change of control of UCB SA, provided that the UCB SA effectively enters into the Finance Contract	Mgmt	Against	Against

E.1	Special Report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 604 of the Belgian Companies’ Code	Non-Voting

E.2	Amendment of article 6 of the Articles of Association by adding a section 2 to this article. The current sole paragraph will become section 1 of article 6	Mgmt	Against	Against

E.3	Further amendment of article 6 of the Articles of Association by adding an additional section 3 to this article	Mgmt	Against	Against

E.4	Modification of article 11 a) of the Articles of Association by replacing it with the below text, adding a transitional provision	Mgmt	For	For


E.5	Replacing paragraph 3 until the end of article 12 in the Articles of Association by a new wording	Mgmt	Against	Against

E.6	Resolution only to be voted in case resolution E.5 is not accepted	Mgmt	For	For

E.7	Adding a paragraph to article 14 of the Articles of Association	Mgmt	For	For

E.8	Modification of the second paragraph of article 19 of the Articles of Association	Mgmt	For	For

E.9	Modification of the second bullet of article 20 of the Articles of Association where the Remuneration and Nomination Committee’s scope of competences is extended with Governance	Mgmt	For	For

E.10	Modification of the second paragraph of article 36 of the Articles of Association, to align with the current text of the Company Code	Mgmt	For	For

E.11	Modification of article 37 of the Articles of Association	Mgmt	For	For

E.12	Adding a text to the second paragraph of article 38 of the Articles of Association	Mgmt	Against	Against

Manning & Napier Fund, Inc. Life Sciences Series

VIROPHARMA INCORPORATED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM D. CLAYPOOL, MD	Mgmt	For	For

	2 JULIE H. MCHUGH	Mgmt	For	For

2.	TO APPROVE THE VIROPHARMA INCORPORATED ANNUAL INCENTIVE PLAN	Mgmt	For	For

3.	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Mgmt	For	For

4.	RATIFICATION OF APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

VOLCANO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KIERAN T. GALLAHUE	Mgmt	For	For

	2 ALEXIS V. LUKIANOV	Mgmt	For	For

	3 ERIC J. TOPOL, M.D.	Mgmt	For	For

2.	TO RATIFY, ON AN ADVISORY (NONBINDING) BASIS, THE APPOINTMENT OF SIDDHARTHA KADIA, PH.D. TO OUR BOARD OF DIRECTORS TO FILL A VACANCY IN CLASS II, TO HOLD OFFICE UNTIL 2014 ANNUAL MEETING.	Mgmt	For	For

3.	TO APPROVE OUR AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

4.	TO APPROVE, PURSUANT TO NASDAQ STOCK MARKET RULE 5635, THE POTENTIAL ISSUANCE OF OUR COMMON STOCK UPON THE EXERCISE OF WARRANTS ISSUED BY US IN CONNECTION WITH OUR RECENT SALE OF 1.75% CONVERTIBLE SENIOR NOTES DUE 2017.	Mgmt	For	For

5.	TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF VOLCANO CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

6.	RESOLVED, THAT VOLCANO’S STOCKHOLDERS APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN VOLCANO’S PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Life Sciences Series

WUXI PHARMATECH (CAYMAN) INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

01	XUESONG (JEFF) LENG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	For	For

02	ZHAOHUI ZHANG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

03	NING ZHAO BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Real Estate Series

ACCOR SA, COURCOURONNES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0318/2013031813007 97.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0405/2013040513011 25.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year, 2012	Mgmt	For	For

O.3	Allocation of income and distribution of the dividend	Mgmt	For	For

O.4	Renewal of term of Mrs. Sophie Gasperment as Board member	Mgmt	For	For


O.5	Renewal of term of Mr. Patrick Sayer as Board member	Mgmt	Against	Against

O.6	Appointment of Mr. Nadra Moussalem as Board member	Mgmt	Against	Against

O.7	Renewal of term of Deloitte & Associes as principal Statutory Auditor	Mgmt	For	For

O.8	Renewal of term of Ernst & Young et Autres as principal Statutory Auditor	Mgmt	For	For

O.9	Renewal of term of Beas SARL as deputy Statutory Auditor	Mgmt	For	For

O.10	Renewal of term of Auditex as deputy Statutory Auditor	Mgmt	For	For

O.11	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For

E.12	Authorization to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.13	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital while maintaining preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital with cancellation of preferential subscription rights by public offering	Mgmt	For	For

E.15	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital with cancellation of preferential subscription rights through reserved offer	Mgmt	For	For

E.16	Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase with or without preferential subscription rights	Mgmt	For	For

E.17	Delegation of powers to the Board of Directors to carry out capital increases by issuing shares or securities, in consideration for in-kind contributions granted to the Company	Mgmt	For	For


E.18	Delegation of powers to the Board of Directors to carry out capital increases by incorporation of reserves, profits or premiums	Mgmt	For	For

E.19	Limitation of the total amount of capital increases that may be carried out pursuant to previous delegations	Mgmt	For	For

E.20	Delegation of authority to the Board of Directors to issue shares or securities giving access to share capital in favor of employees who are members of a Company Savings Plan	Mgmt	For	For

E.21	Authorization to the Board of Directors to grant share subscription or purchase options to employees and corporate officers	Mgmt	Against	Against

E.22	Authorization to the Board of Directors to carry out free allocations of shares to employees and corporate officers	Mgmt	Against	Against

E.23	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

AGREE REALTY CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOEY AGREE	Mgmt	For	For

	2 LEON M. SCHURGIN	Mgmt	For	For

	3 WILLIAM S. RUBENFAER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

3.	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	TO APPROVE AN AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER AUTHORIZED SHARES.	Mgmt	For	For


5.		TO APPROVE AN AMENDMENT TO THE COMPANY’S CHARTER TO GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE CHARTER, FROM TIME TO TIME, TO INCREASE OR DECREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES.		Mgmt		Against		Against

Manning & Napier Fund, Inc. Real Estate Series

ALEXANDRIA REAL ESTATE EQUITIES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOEL S. MARCUS	Mgmt	For	For

	2 RICHARD B. JENNINGS	Mgmt	Withheld	Against

	3 JOHN L. ATKINS, III	Mgmt	For	For

	4 MARIA C. FREIRE	Mgmt	For	For

	5 RICHARD H. KLEIN	Mgmt	For	For

	6 JAMES H. RICHARDSON	Mgmt	For	For

	7 MARTIN A. SIMONETTI	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO CAST A NON-BINDING, ADVISORY VOTE ON A RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

AMERICAN ASSETS TRUST INC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1	DIRECTOR

	1 ERNEST S. RADY	Mgmt	For	For


	2 JOHN W. CHAMBERLAIN	Mgmt	For	For

	3 LARRY E. FINGER	Mgmt	For	For

	4 ALAN D. GOLD	Mgmt	For	For

	5 DUANE A. NELLES	Mgmt	For	For

	6 THOMAS S. OLINGER	Mgmt	For	For

	7 ROBERT S. SULLIVAN	Mgmt	For	For

2	THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

3	AN ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

4	AN ADVISORY DETERMINATION OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	1 Year	For

Manning & Napier Fund, Inc. Real Estate Series

AMERICAN CAMPUS COMMUNITIES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM C. BAYLESS JR.	Mgmt	For	For

	2 R.D. BURCK	Mgmt	For	For

	3 G. STEVEN DAWSON	Mgmt	For	For

	4 CYDNEY C. DONNELL	Mgmt	For	For

	5 EDWARD LOWENTHAL	Mgmt	For	For

	6 OLIVER LUCK	Mgmt	For	For

	7 WINSTON W. WALKER	Mgmt	For	For


2.	RATIFICATION OF ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR 2013	Mgmt	For	For

3.	TO PROVIDE A NON-BINDING ADVISORY VOTE APPROVING THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

APARTMENT INVESTMENT AND MANAGEMENT CO.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1.1	ELECTION OF DIRECTOR: JAMES N. BAILEY	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: TERRY CONSIDINE	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: THOMAS L. KELTNER	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: J. LANDIS MARTIN	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: ROBERT A. MILLER	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: KATHLEEN M. NELSON	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: MICHAEL A. STEIN	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR AIMCO FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ASSOCIATED ESTATES REALTY CORPORATION



Security:	045604105	Agenda Number:	933775693

Ticker:	AEC	Meeting Type:	Annual

ISIN:	US0456041054	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ALBERT T. ADAMS	Mgmt	Withheld	Against

	2 JEFFREY I. FRIEDMAN	Mgmt	For	For

	3 MICHAEL E. GIBBONS	Mgmt	For	For

	4 MARK L. MILSTEIN	Mgmt	For	For

	5 JAMES J. SANFILIPPO	Mgmt	For	For

	6 JAMES A. SCHOFF	Mgmt	For	For

	7 RICHARD T. SCHWARZ	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY’S FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

AVALONBAY COMMUNITIES, INC.



Security:	053484101	Agenda Number:	933787080

Ticker:	AVB	Meeting Type:	Annual

ISIN:	US0534841012	Meeting Date:	5/22/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 GLYN F. AEPPEL	Mgmt	For	For

	2 ALAN B. BUCKELEW	Mgmt	For	For

	3 BRUCE A. CHOATE	Mgmt	For	For

	4 JOHN J. HEALY, JR.	Mgmt	For	For

	5 TIMOTHY J. NAUGHTON	Mgmt	For	For

	6 LANCE R. PRIMIS	Mgmt	For	For

	7 PETER S. RUMMELL	Mgmt	For	For



	8 H. JAY SARLES	Mgmt	For	For

	9 W. EDWARD WALTER	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO ADOPT A RESOLUTION APPROVING, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION SET FORTH IN THE PROXY STATEMENT.	Mgmt	For	For

4.	TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF AMENDMENT, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $.01 PER SHARE, BY 140 MILLION SHARES.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

BIOMED REALTY TRUST, INC.



Security:	09063H107	Agenda Number:	933791558

Ticker:	BMR	Meeting Type:	Annual

ISIN:	US09063H1077	Meeting Date:	5/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ALAN D. GOLD	Mgmt	For	For

	2 DANIEL M. BRADBURY	Mgmt	For	For

	3 BARBARA R. CAMBON	Mgmt	For	For

	4 EDWARD A. DENNIS, PH.D.	Mgmt	For	For

	5 RICHARD I. GILCHRIST	Mgmt	For	For

	6 GARY A. KREITZER	Mgmt	For	For

	7 THEODORE D. ROTH	Mgmt	For	For

	8 M. FAYE WILSON	Mgmt	For	For



2.	RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE A NONBINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF THE 2013 AMENDMENT AND RESTATEMENT OF THE 2004 INCENTIVE AWARD PLAN, INCLUDING THE INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER FROM 5,340,000 SHARES TO 10,740,000 SHARES.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

BOSTON PROPERTIES, INC.



Security:	101121101	Agenda Number:	933779920

Ticker:	BXP	Meeting Type:	Annual

ISIN:	US1011211018	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ZOE BAIRD BUDINGER	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: CAROL B. EINIGER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: JACOB A. FRENKEL	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JOEL I. KLEIN	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: DOUGLAS T. LINDE	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: MATTHEW J. LUSTIG	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ALAN J. PATRICOF	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: OWEN D. THOMAS	Mgmt	For	For



1I.	ELECTION OF DIRECTOR: MARTIN TURCHIN	Mgmt	Against	Against

1J.	ELECTION OF DIRECTOR: DAVID A. TWARDOCK	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: MORTIMER B. ZUCKERMAN	Mgmt	For	For

2.	TO APPROVE, BY NON-BINDING RESOLUTION, THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	Against	Against

3.	TO RATIFY THE AUDIT COMMITTEE’S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CAMDEN PROPERTY TRUST



Security:	133131102	Agenda Number:	933763078

Ticker:	CPT	Meeting Type:	Annual

ISIN:	US1331311027	Meeting Date:	5/10/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RICHARD J. CAMPO	Mgmt	For	For

	2 SCOTT S. INGRAHAM	Mgmt	For	For

	3 LEWIS A. LEVEY	Mgmt	For	For

	4 WILLIAM B. MCGUIRE, JR.	Mgmt	For	For

	5 WILLIAM F. PAULSEN	Mgmt	For	For

	6 D. KEITH ODEN	Mgmt	For	For

	7 F. GARDNER PARKER	Mgmt	For	For

	8 F.A. SEVILLA-SACASA	Mgmt	For	For

	9 STEVEN A. WEBSTER	Mgmt	For	For

	10 KELVIN R. WESTBROOK	Mgmt	For	For



2.	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3.	APPROVAL, BY AN ADVISORY VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CEDAR REALTY TRUST INC.



Security:	150602209	Agenda Number:	933755538

Ticker:	CDR	Meeting Type:	Annual

ISIN:	US1506022094	Meeting Date:	5/3/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JAMES J. BURNS	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: PAMELA N. HOOTKIN	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: PAUL G. KIRK, JR.	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: EVERETT B. MILLER, III	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: BRUCE J. SCHANZER	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ROGER M. WIDMANN	Mgmt	For	For

2.	THE APPROVAL (NON-BINDING) OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CORESITE REALTY CORPORATION



Security:	21870Q105	Agenda Number:	933778219

Ticker:	COR	Meeting Type:	Annual

ISIN:	US21870Q1058	Meeting Date:	5/22/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 ROBERT G. STUCKEY	Mgmt	For	For

	2 THOMAS M. RAY	Mgmt	For	For

	3 JAMES A. ATTWOOD, JR.	Mgmt	For	For

	4 MICHAEL KOEHLER	Mgmt	For	For

	5 PAUL E. SZUREK	Mgmt	For	For

	6 J. DAVID THOMPSON	Mgmt	For	For

	7 DAVID A. WILSON	Mgmt	For	For

2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3	THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4	APPROVAL OF THE AMENDED AND RESTATED 2010 EQUITY INCENTIVE AWARD PLAN.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

CORPORATE OFFICE PROPERTIES TRUST



Security:	22002T108	Agenda Number:	933763333

Ticker:	OFC	Meeting Type:	Annual

ISIN:	US22002T1088	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF TRUSTEE: JAY H. SHIDLER	Mgmt	For	For

1B.	ELECTION OF TRUSTEE: CLAY W. HAMLIN, III	Mgmt	For	For

1C.	ELECTION OF TRUSTEE: THOMAS F. BRADY	Mgmt	For	For

1D.	ELECTION OF TRUSTEE: ROBERT L. DENTON	Mgmt	For	For



1E.	ELECTION OF TRUSTEE: ELIZABETH A. HIGHT	Mgmt	For	For

1F.	ELECTION OF TRUSTEE: DAVID M. JACOBSTEIN	Mgmt	For	For

1G.	ELECTION OF TRUSTEE: STEVEN D. KESLER	Mgmt	For	For

1H.	ELECTION OF TRUSTEE: RICHARD SZAFRANSKI	Mgmt	For	For

1I.	ELECTION OF TRUSTEE: ROGER A. WAESCHE, JR.	Mgmt	For	For

1J.	ELECTION OF TRUSTEE: KENNETH D. WETHE	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CUBESMART



Security:	229663109	Agenda Number:	933791065

Ticker:	CUBE	Meeting Type:	Annual

ISIN:	US2296631094	Meeting Date:	5/29/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 WILLIAM M. DIEFENDERFER	Mgmt	For	For

	2 PIERO BUSSANI	Mgmt	For	For

	3 DEAN JERNIGAN	Mgmt	For	For

	4 MARIANNE M. KELER	Mgmt	For	For

	5 DEBORAH R. SALZBERG	Mgmt	For	For

	6 JOHN F. REMONDI	Mgmt	For	For



	7 JEFFREY F. ROGATZ	Mgmt	For	For

	8 JOHN W. FAIN	Mgmt	For	For

2	RATIFY THE APPOINTMENT OF KPMG LLP AS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.	Mgmt	For	For

3	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

D.R. HORTON, INC.



Security:	23331A109	Agenda Number:	933721020

Ticker:	DHI	Meeting Type:	Annual

ISIN:	US23331A1097	Meeting Date:	1/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DONALD R. HORTON	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: BRADLEY S. ANDERSON	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: MICHAEL W. HEWATT	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: BOB G. SCOTT	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: DONALD J. TOMNITZ	Mgmt	For	For

2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	APPROVE THE PERFORMANCE CRITERIA UNDER OUR 2000 INCENTIVE BONUS PLAN FOR SECTION 162(M) PURPOSES.	Mgmt	For	For

4.	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

DIGITAL REALTY TRUST, INC.



Security:	253868103	Agenda Number:	933748874

Ticker:	DLR	Meeting Type:	Annual

ISIN:	US2538681030	Meeting Date:	5/1/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DENNIS E. SINGLETON	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: MICHAEL F. FOUST	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: LAURENCE A. CHAPMAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: KATHLEEN EARLEY	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: RUANN F. ERNST, PH.D.	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: KEVIN J. KENNEDY	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: WILLIAM G. LAPERCH	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: ROBERT H. ZERBST	Mgmt	For	For

2.	RATIFYING THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

DUPONT FABROS TECHNOLOGY, INC.



Security:	26613Q106	Agenda Number:	933791508

Ticker:	DFT	Meeting Type:	Annual

ISIN:	US26613Q1067	Meeting Date:	5/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 MICHAEL A. COKE	Mgmt	For	For

	2 LAMMOT J. DU PONT	Mgmt	For	For

	3 THOMAS D. ECKERT	Mgmt	For	For

	4 HOSSEIN FATEH	Mgmt	For	For

	5 JONATHAN G. HEILIGER	Mgmt	For	For

	6 FREDERIC V. MALEK	Mgmt	For	For

	7 JOHN T. ROBERTS, JR.	Mgmt	For	For

	8 JOHN H. TOOLE	Mgmt	For	For

2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION(SAY-ON-PAY VOTE).	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

EDUCATION REALTY TRUST, INC.



Security:	28140H104	Agenda Number:	933755146

Ticker:	EDR	Meeting Type:	Annual

ISIN:	US28140H1041	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 PAUL O. BOWER	Mgmt	For	For

	2 MONTE J. BARROW	Mgmt	For	For

	3 WILLIAM J. CAHILL, III	Mgmt	For	For

	4 RANDALL L. CHURCHEY	Mgmt	For	For

	5 JOHN L. FORD	Mgmt	For	For

	6 HOWARD A. SILVER	Mgmt	For	For

	7 WENDELL W. WEAKLEY	Mgmt	For	For



2.	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013	Mgmt	For	For

3.	TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


EQUITY LIFESTYLE PROPERTIES, INC.

Security:	29472R108	Agenda Number:	933764121

Ticker:	ELS	Meeting Type:	Annual

ISIN:	US29472R1086	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 PHILIP CALIAN	Mgmt	For	For

	2 DAVID CONTIS	Mgmt	For	For

	3 THOMAS DOBROWSKI	Mgmt	For	For

	4 THOMAS HENEGHAN	Mgmt	For	For

	5 MARGUERITE NADER	Mgmt	For	For

	6 SHELI ROSENBERG	Mgmt	For	For

	7 HOWARD WALKER	Mgmt	For	For

	8 GARY WATERMAN	Mgmt	For	For

	9 WILLIAM YOUNG	Mgmt	For	For

	10 SAMUEL ZELL	Mgmt	For	For

2.	THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY’S EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

4.	STOCKHOLDER PROPOSAL REGARDING REPORT ON POLITICAL CONTRIBUTIONS.	Shr	Against	For

Manning & Napier Fund, Inc. Real Estate Series


EQUITY ONE, INC.

Security:	294752100	Agenda Number:	933753495

Ticker:	EQY	Meeting Type:	Annual

ISIN:	US2947521009	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JAMES S. CASSEL	Mgmt	Withheld	Against

	2 CYNTHIA R. COHEN	Mgmt	For	For

	3 NEIL FLANZRAICH	Mgmt	Withheld	Against

	4 CHAIM KATZMAN	Mgmt	Withheld	Against

	5 PETER LINNEMAN	Mgmt	Withheld	Against

	6 GALIA MAOR	Mgmt	For	For

	7 JEFFREY S. OLSON	Mgmt	For	For

	8 DORI SEGAL	Mgmt	Withheld	Against

	9 DAVID FISCHEL	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	For	For

3.	PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series


EQUITY RESIDENTIAL

Security:	29476L107	Agenda Number:	933784678

Ticker:	EQR	Meeting Type:	Annual

ISIN:	US29476L1070	Meeting Date:	6/13/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOHN W. ALEXANDER	Mgmt	For	For

	2 CHARLES L. ATWOOD	Mgmt	For	For

	3 LINDA WALKER BYNOE	Mgmt	For	For

	4 MARY KAY HABEN	Mgmt	For	For

	5 BRADLEY A. KEYWELL	Mgmt	For	For

	6 JOHN E. NEAL	Mgmt	For	For

	7 DAVID J. NEITHERCUT	Mgmt	For	For

	8 MARK S. SHAPIRO	Mgmt	For	For

	9 GERALD A. SPECTOR	Mgmt	For	For

	10 B. JOSEPH WHITE	Mgmt	For	For

	11 SAMUEL ZELL	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	SHAREHOLDER PROPOSAL RELATING TO SUSTAINABILITY REPORTING.	Shr	Against	For

Manning & Napier Fund, Inc. Real Estate Series


GENERAL GROWTH PROPERTIES, INC

Security:	370023103	Agenda Number:	933758229

Ticker:	GGP	Meeting Type:	Annual

ISIN:	US3700231034	Meeting Date:	5/10/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RICHARD B. CLARK	Mgmt	Withheld	Against

	2 MARY LOU FIALA	Mgmt	For	For

	3 J. BRUCE FLATT	Mgmt	For	For

	4 JOHN K. HALEY	Mgmt	For	For



	5 CYRUS MADON	Mgmt	For	For

	6 SANDEEP MATHRANI	Mgmt	For	For

	7 DAVID J. NEITHERCUT	Mgmt	For	For

	8 MARK R. PATTERSON	Mgmt	For	For

	9 JOHN G. SCHREIBER	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series


GENERAL SHOPPING BRASIL SA

Security:	P4810R105	Agenda Number:	704158460

Ticker:		Meeting Type:	EGM

ISIN:	BRGSHPACNOR7	Meeting Date:	11/22/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Approval of the guidelines for the structuring and implementation of the company stock option plan	Mgmt	Against	Against

II	Election of one alternate member of the finance committee of the company to fill a vacant position	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


GENERAL SHOPPING BRASIL SA

Security:	P4810R105	Agenda Number:	704421700

Ticker:		Meeting Type:	EGM

ISIN:	BRGSHPACNOR7	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To ratify the acquisition by Securis Administradora Incorporadora Ltda., a subsidiary of the company, of the control of the company SB Bonsucesso Administradora De Shoppings S.A., in accordance with the terms of that which is provided for in article 256, line i, of law number 6,404.76	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


GENERAL SHOPPING BRASIL SA

Security:	P4810R105	Agenda Number:	704422500

Ticker:		Meeting Type:	AGM

ISIN:	BRGSHPACNOR7	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting



CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

1	To examine, discuss and vote upon the board of directors annual report, the financial statements and independent auditors report relating to fiscal year ended December 31, 2012	Mgmt	For	For

2	To decide on the allocation of the net profits from the fiscal year ended December 31, 2012	Mgmt	For	For

3	To elect the members of the board of directors	Mgmt	Abstain	Against

4	To set the global remuneration for administrators for the year 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


GROUPE EUROTUNNEL, PARIS

Security:	F477AL114	Agenda Number:	704354783

Ticker:		Meeting Type:	MIX

ISIN:	FR0010533075	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting



CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0327/2013032713009 73.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0424/2013042413015 18.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Review and approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Allocation of income for the financial year ended December 31, 2012 and distribution of the dividend	Mgmt	For	For

O.3	Review and approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.4	Approval of the conclusion of regulated agreements and commitments by the Company referred to in the special report of the Statutory Auditors	Mgmt	For	For

O.5	Authorization granted for an 18-month period to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For

O.6	Renewal of term of KPMG SA as principal Statutory Auditor	Mgmt	For	For

O.7	Renewal of term of Mazars as principal Statutory Auditor	Mgmt	For	For

O.8	Appointment of KPMG AUDIT IS as deputy Statutory Auditor	Mgmt	For	For

O.9	Appointment of Mr. Herve Helias as deputy Statutory Auditor	Mgmt	For	For

O.10	Ratification of the cooptation of Mrs. Perrette Rey as Board member	Mgmt	For	For



E.11	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue shares of the Company and/or securities giving access to ordinary shares of the Company or Group companies of the Company while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.12	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue through public offering shares of the Company and securities giving access to ordinary shares of the Company or Group companies of the Company with cancellation of shareholders’ preferential subscription rights, but with a priority period	Mgmt	For	For

E.13	Overall limitation on authorizations to issue shares with or without preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares or securities giving access to capital of the Company reserved for employees who are members of a company savings plan	Mgmt	For	For

E.15	Authorization granted for an 18-month period to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.16	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HAMMERSON PLC R.E.I.T., LONDON

Security:	G4273Q107	Agenda Number:	704390296

Ticker:		Meeting Type:	AGM

ISIN:	GB0004065016	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Directors’ Annual Report and Financial Statements of the Company for the year ended 31 December 2012	Mgmt	For	For

2	To receive and approve the Directors’ Remuneration Report for the year ended 31 December 2012	Mgmt	For	For

3	To declare a final dividend of 10.0 pence per ordinary share for the year ended 31 December 2012	Mgmt	For	For

4	To elect David Tyler as a Director of the Company	Mgmt	For	For



5	To elect Jean-Philippe Mouton as a Director of the Company	Mgmt	For	For

6	To elect Gwyn Burr as a Director of the Company	Mgmt	For	For

7	To re-elect David Atkins as a Director of the Company	Mgmt	For	For

8	To re-elect Peter Cole as a Director of the Company	Mgmt	For	For

9	To re-elect Timon Drakesmith as a Director of the Company	Mgmt	For	For

10	To re-elect Terry Duddy as a Director of the Company	Mgmt	For	For

11	To re-elect Jacques Espinasse as a Director of the Company	Mgmt	For	For

12	To re-elect Judy Gibbons as a Director of the Company	Mgmt	For	For

13	To re-elect John Hirst as a Director of the Company	Mgmt	For	For

14	To re-elect Anthony Watson as a Director of the Company	Mgmt	For	For

15	To re-appoint Deloitte LLP as the Auditor of the Company	Mgmt	For	For

16	To authorise the Directors to agree the remuneration of the Auditor	Mgmt	For	For

17	To authorize the Director to allot shares	Mgmt	For	For

18	To disapply pre-emption rights	Mgmt	For	For



19	To authorize market purchases by the Company of its shares	Mgmt	For	For

20	To increase the maximum aggregate fees per annum payable to the directors	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 10. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Real Estate Series


HCP, INC.

Security:	40414L109	Agenda Number:	933742327

Ticker:	HCP	Meeting Type:	Annual

ISIN:	US40414L1098	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JAMES F. FLAHERTY III	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: CHRISTINE N. GARVEY	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: DAVID B. HENRY	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: LAURALEE E. MARTIN	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: MICHAEL D. MCKEE	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: PETER L. RHEIN	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: KENNETH B. ROATH	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JOSEPH P. SULLIVAN	Mgmt	For	For



2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS HCP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HEALTH CARE REIT, INC.

Security:	42217K106	Agenda Number:	933765084

Ticker:	HCN	Meeting Type:	Annual

ISIN:	US42217K1060	Meeting Date:	5/2/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: GEORGE L. CHAPMAN	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: THOMAS J. DEROSA	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JEFFREY H. DONAHUE	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: PETER J. GRUA	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: FRED S. KLIPSCH	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: SHARON M. OSTER	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JEFFREY R. OTTEN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: JUDITH C. PELHAM	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: R. SCOTT TRUMBULL	Mgmt	For	For



2.	APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.	Mgmt	Against	Against

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HEALTHCARE REALTY TRUST INCORPORATED

Security:	421946104	Agenda Number:	933752417

Ticker:	HR	Meeting Type:	Annual

ISIN:	US4219461047	Meeting Date:	5/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 EDWIN B. MORRIS III	Mgmt	For	For

	2 JOHN KNOX SINGLETON	Mgmt	For	For

	3 ROGER O. WEST	Mgmt	Withheld	Against

2	RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3	TO APPROVE THE FOLLOWING RESOLUTION:RESOLVED, THAT THE SHAREHOLDERS OF HEALTHCARE REALTY TRUST INCORPORATED APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K IN THE COMPANY’S PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HOME PROPERTIES, INC.

Security:	437306103	Agenda Number:	933768600

Ticker:	HME	Meeting Type:	Annual

ISIN:	US4373061039	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 STEPHEN R. BLANK	Mgmt	For	For

	2 ALAN L. GOSULE	Mgmt	For	For



	3 LEONARD F. HELBIG, III	Mgmt	For	For

	4 THOMAS P. LYDON, JR.	Mgmt	For	For

	5 EDWARD J. PETTINELLA	Mgmt	For	For

	6 CLIFFORD W. SMITH, JR.	Mgmt	For	For

2.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HOST HOTELS & RESORTS, INC.

Security:	44107P104	Agenda Number:	933789387

Ticker:	HST	Meeting Type:	Annual

ISIN:	US44107P1049	Meeting Date:	5/16/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: SHEILA C. BAIR	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ROBERT M. BAYLIS	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: TERENCE C. GOLDEN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: ANN M. KOROLOGOS	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: RICHARD E. MARRIOTT	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: JOHN B. MORSE, JR.	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: WALTER C. RAKOWICH	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: GORDON H. SMITH	Mgmt	For	For



1I.	ELECTION OF DIRECTOR: W. EDWARD WALTER	Mgmt	For	For

2.	RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.	Mgmt	For	For

3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


HYATT HOTELS CORPORATION

Security:	448579102	Agenda Number:	933807010

Ticker:	H	Meeting Type:	Annual

ISIN:	US4485791028	Meeting Date:	6/10/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MARK S. HOPLAMAZIAN	Mgmt	For	For

	2 CARY D. MCMILLAN	Mgmt	For	For

	3 PENNY PRITZKER	Mgmt	For	For

	4 MICHAEL A. ROCCA	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS HYATT HOTELS CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

3.	APPROVAL OF THE SECOND AMENDED AND RESTATED HYATT HOTELS CORPORATION LONG-TERM INCENTIVE PLAN.	Mgmt	For	For

4.	APPROVAL OF THE AMENDED AND RESTATED HYATT HOTELS CORPORATION EXECUTIVE INCENTIVE PLAN.	Mgmt	For	For

5.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE SECURITIES AND EXCHANGE COMMISSION’S COMPENSATION DISCLOSURE RULES.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR

Security:	G4804L122	Agenda Number:	704060615

Ticker:		Meeting Type:	OGM

ISIN:	GB00B1WQCS47	Meeting Date:	10/8/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Consolidation of share capital	Mgmt	For	For

2	Authority to purchase own shares	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR

Security:	G4804L130	Agenda Number:	704345354

Ticker:		Meeting Type:	AGM

ISIN:	GB00B85KYF37	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Company’s financial statements for the year ended 31 December 2012, together with the Reports of the Directors and the Auditors	Mgmt	For	For

2	To approve the Directors’ Remuneration Report for the year ended 31 December 2012	Mgmt	For	For

3	To declare a final dividend on the ordinary shares of 14 194/329 pence each in the capital of the Company (‘ordinary shares’)	Mgmt	For	For

4a	Election of director: Patrick Cescau	Mgmt	For	For

4b	Re-election of director: David Kappler	Mgmt	For	For

4c	Re-election of director: Kirk Kinsell	Mgmt	For	For

4d	Re-election of director: Jennifer Laing	Mgmt	For	For

4e	Re-election of director: Jonathan Linen	Mgmt	For	For

4f	Re-election of director: Luke Mayhew	Mgmt	For	For



4g	Re-election of director: Dale Morrison	Mgmt	For	For

4h	Re-election of director: Tracy Robbins	Mgmt	For	For

4i	Re-election of director: Tom Singer	Mgmt	For	For

4j	Re-election of director: Richard Solomons	Mgmt	For	For

4k	Re-election of director: Ying Yeh	Mgmt	For	For

5	To reappoint Ernst & Young LLP as Auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company	Mgmt	For	For

6	To authorise the Audit Committee of the Board to agree the Auditors’ remuneration	Mgmt	Abstain	Against

7	Political donations	Mgmt	For	For

8	Allotment of shares	Mgmt	For	For

9	Disapplication of pre-emption rights	Mgmt	For	For

10	Authority to purchase own shares	Mgmt	For	For

11	Notice of general meetings	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING DATE FROM 25 MAY 2013 TO 24 MAY 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Real Estate Series


INTERXION HOLDING N V

Security:	N47279109	Agenda Number:	933844739

Ticker:	INXN	Meeting Type:	Annual

ISIN:	NL0009693779	Meeting Date:	6/26/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	PROPOSAL TO ADOPT OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2012	Mgmt	For	For

2.	PROPOSAL TO DISCHARGE THE MEMBERS OF OUR BOARD OF DIRECTORS FROM CERTAIN LIABILITY FOR THE FINANCIAL YEAR 2012.	Mgmt	For	For

3A.	PROPOSAL TO RE-APPOINT JOHN BAKER AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For

3B.	PROPOSAL TO RE-APPOINT JEAN MANDEVILLE AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For

3C.	PROPOSAL TO RE-APPOINT DAVID RUBERG AS EXECUTIVE DIRECTOR.	Mgmt	For	For

4.	PROPOSAL TO MAKE CERTAIN ADJUSTMENTS TO THE COMPANY’S DIRECTORS REMUNERATION POLICY, AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

5.	PROPOSAL TO AWARD RESTRICTED SHARES TO OUR NON-EXECUTIVE DIRECTORS, AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

6.	PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. TO AUDIT OUR ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


KIMCO REALTY CORPORATION

Security:	49446R109	Agenda Number:	933763143

Ticker:	KIM	Meeting Type:	Annual

ISIN:	US49446R1095	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1	DIRECTOR

	1 M. COOPER	Mgmt	For	For

	2 P. COVIELLO	Mgmt	For	For

	3 R. DOOLEY	Mgmt	Withheld	Against



	4 J. GRILLS	Mgmt	For	For

	5 D. HENRY	Mgmt	For	For

	6 F.P. HUGHES	Mgmt	For	For

	7 F. LOURENSO	Mgmt	For	For

	8 C. NICHOLAS	Mgmt	For	For

	9 R. SALTZMAN	Mgmt	For	For

2	THE ADVISORY RESOLUTION TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

3	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


LAND SECURITIES GROUP PLC R.E.I.T, LONDON

Security:	G5375M118	Agenda Number:	703939679

Ticker:		Meeting Type:	AGM

ISIN:	GB0031809436	Meeting Date:	7/19/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the accounts of the Company for the year ended 31 March 2012 and the directors’ and auditors’ reports on such accounts	Mgmt	For	For

2	To declare a Final Dividend for the year ended 31 March 2012 of 7.4 pence per ordinary share	Mgmt	For	For

3	To approve the Directors’ Remuneration Report for the year ended 31 March 2012	Mgmt	For	For

4	To re-elect Alison Carnwath as a director	Mgmt	For	For

5	To re-elect Robert Noel as a director	Mgmt	For	For

6	To re-elect Martin Greenslade as a director	Mgmt	For	For



7	To re-elect Richard Akers as a director	Mgmt	For	For

8	To re-elect Kevin O’Byrne as a director	Mgmt	For	For

9	To re-elect Sir Stuart Rose as a director	Mgmt	For	For

10	To re-elect Simon Palley as a director	Mgmt	For	For

11	To re-elect David Rough as a director	Mgmt	For	For

12	To re-elect Christopher Bartram as a director	Mgmt	For	For

13	To elect Stacey Rauch, who has been appointed as a director by the Board since the last Annual General Meeting, as a director	Mgmt	For	For

14	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company	Mgmt	For	For

15	To authorise the directors to determine the remuneration of the auditors	Mgmt	For	For

16	To authorise the directors generally and unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: (i) up to an aggregate nominal amount of GBP 25,975,000; and (ii) comprising equity securities (as defined in section 560 of the Companies Act 2006 (the 2006 Act)) up to a further nominal amount of GBP 25,975,000 in connection with an offer by way of a rights issue: (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, and permitting the directors to impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to CONTD	Mgmt	For	For



CONT	CONTD deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if this authority had not expired	Non-Voting

17	In accordance with sections 366 and 367 of the 2006 Act, to authorise the Company and all companies that are its subsidiaries at any time during the period for which this Resolution has effect to: (i) make political donations to political parties or political organisations other than political parties; and (ii) incur other political expenditure, in each case, not exceeding GBP 20,000 in aggregate. This authority shall commence on the date of this Resolution and expire after the conclusion of the Company’s next Annual General Meeting. Any terms used in this Resolution which are defined in Part 14 of the 2006 Act shall have the same meaning for the purposes of this Resolution	Mgmt	For	For

18	If Resolution 16 is passed, to authorise the directors to allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 16 and/or to sell treasury shares, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authorisation shall be limited to: (i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities made to (but in the case of the authority granted under paragraph (ii) of Resolution 16, by way of a rights issue only): (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) holders of other equity securities, as required by the rights of those securities, or as the Board otherwise CONTD	Mgmt	For	For

CONT	CONTD considers necessary, and permitting the directors to impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (ii) in the case of the authority granted under paragraph (i) of Resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of GBP 3,896,250. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company may, before this authority expires CONTD	Non-Voting


CONT	CONTD , make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authorisation expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authorisation had not expired	Non-Voting

19	To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares on such terms as the directors think fit, provided that: (i) the maximum number of ordinary shares that may be acquired is 77,925,000, being 10% of the Company’s issued ordinary share capital (excluding treasury shares) as at 13 June 2012; (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10 pence; and (iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the CONTD	Mgmt	For	For

CONT	CONTD ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after such expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired	Non-Voting

20	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice	Mgmt	For	For

21	To adopt the 2012 Sharesave Plan Rules as summarised in Appendix 1 to Part II of this Notice (the “Sharesave Plan”) and further, that the directors be authorised to make such modifications to the Sharesave Plan as they may consider appropriate to take account of the requirements of HM Revenue and Customs and best practice, and for the implementation of the Sharesave Plan and to adopt the Sharesave Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Sharesave Plan	Mgmt	For	For

22	That the directors be authorised to amend and renew the terms of the 2005 Long Term Incentive Plan as summarised in Appendix 2 to Part II of this Notice	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

LENNAR CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 IRVING BOLOTIN	Mgmt	For	For

	2 STEVEN L. GERARD	Mgmt	For	For

	3 THERON I. (TIG) GILLIAM	Mgmt	For	For

	4 SHERRILL W. HUDSON	Mgmt	For	For

	5 R. KIRK LANDON	Mgmt	For	For

	6 SIDNEY LAPIDUS	Mgmt	For	For

	7 STUART A. MILLER	Mgmt	For	For

	8 JEFFREY SONNENFELD	Mgmt	For	For

2.	TO APPROVE THE COMPANY’S COMPENSATION OF NAMED EXECUTIVE OFFICERS (A NON-BINDING “SAY-ON-PAY” VOTE).	Mgmt	For	For

3.	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY’S FISCAL YEAR ENDING NOVEMBER 30, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

MACK-CALI REALTY CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KENNETH M. DUBERSTEIN	Mgmt	For	For

	2 VINCENT TESE	Mgmt	Withheld	Against

	3 ROY J. ZUCKERBERG	Mgmt	For	For


2.	ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE “COMPENSATION DISCUSSION AND ANALYSIS” AND “EXECUTIVE COMPENSATION” SECTIONS OF THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

4.	APPROVAL AND ADOPTION OF MACK- CALI REALTY CORPORATION 2013 INCENTIVE STOCK PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

MID-AMERICA APARTMENT COMMUNITIES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 H. ERIC BOLTON, JR.	Mgmt	For	For

	2 ALAN B. GRAF, JR.	Mgmt	For	For

	3 RALPH HORN	Mgmt	For	For

	4 PHILIP W. NORWOOD	Mgmt	For	For

	5 W. REID SANDERS	Mgmt	For	For

	6 WILLIAM B. SANSOM	Mgmt	For	For

	7 GARY SHORB	Mgmt	For	For

2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

3.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

NATIONAL RETAIL PROPERTIES, INC.



Security:	637417106	Agenda Number:	933773586

Ticker:	NNN	Meeting Type:	Annual

ISIN:	US6374171063	Meeting Date:	5/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DON DEFOSSET	Mgmt	For	For

	2 DAVID M. FICK	Mgmt	For	For

	3 EDWARD J. FRITSCH	Mgmt	For	For

	4 KEVIN B. HABICHT	Mgmt	Withheld	Against

	5 RICHARD B. JENNINGS	Mgmt	For	For

	6 TED B. LANIER	Mgmt	For	For

	7 ROBERT C. LEGLER	Mgmt	For	For

	8 CRAIG MACNAB	Mgmt	For	For

	9 ROBERT MARTINEZ	Mgmt	For	For

2.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

NVR, INC.



Security:	62944T105	Agenda Number:	933763484

Ticker:	NVR	Meeting Type:	Annual

ISIN:	US62944T1051	Meeting Date:	5/7/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: C.E. ANDREWS	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ROBERT C. BUTLER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: THOMAS D. ECKERT	Mgmt	For	For


1E.	ELECTION OF DIRECTOR: ALFRED E. FESTA	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ED GRIER	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: MANUEL H. JOHNSON	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: MEL MARTINEZ	Mgmt	Against	Against

1I.	ELECTION OF DIRECTOR: WILLIAM A. MORAN	Mgmt	Against	Against

1J.	ELECTION OF DIRECTOR: DAVID A. PREISER	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: W. GRADY ROSIER	Mgmt	For	For

1L.	ELECTION OF DIRECTOR: DWIGHT C. SCHAR	Mgmt	For	For

1M.	ELECTION OF DIRECTOR: PAUL W. WHETSELL	Mgmt	For	For

2.	RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ORIENT-EXPRESS HOTELS LTD.



Security:	G67743107	Agenda Number:	933824383

Ticker:	OEH	Meeting Type:	Annual

ISIN:	BMG677431071	Meeting Date:	6/28/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 HARSHA V. AGADI	Mgmt	For	For



	2 JOHN D. CAMPBELL	Mgmt	For	For

	3 ROLAND A. HERNANDEZ	Mgmt	For	For

	4 MITCHELL C. HOCHBERG	Mgmt	For	For

	5 RUTH A. KENNEDY	Mgmt	For	For

	6 PRUDENCE M. LEITH	Mgmt	For	For

	7 GEORG R. RAFAEL	Mgmt	For	For

	8 JOHN M. SCOTT III	Mgmt	For	For

2.	APPOINTMENT OF DELOITTE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX ACCOUNTING FIRM’S REMUNERATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

PEBBLEBROOK HOTEL TRUST


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JON E. BORTZ	Mgmt	For	For

	2 CYDNEY C. DONNELL	Mgmt	For	For

	3 RON E. JACKSON	Mgmt	For	For

	4 PHILLIP M. MILLER	Mgmt	For	For

	5 MICHAEL J. SCHALL	Mgmt	For	For

	6 EARL E. WEBB	Mgmt	For	For

	7 LAURA H. WRIGHT	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

3.	APPROVAL, BY ADVISORY AND NON- BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

PEBBLEBROOK HOTEL TRUST



Security:	70509V100	Agenda Number:	933775326

Ticker:	PEB	Meeting Type:	Annual

ISIN:	US70509V1008	Meeting Date:	6/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JON E. BORTZ	Mgmt	For	For

	2 CYDNEY C. DONNELL	Mgmt	For	For

	3 RON E. JACKSON	Mgmt	For	For

	4 PHILLIP M. MILLER	Mgmt	For	For

	5 MICHAEL J. SCHALL	Mgmt	For	For

	6 EARL E. WEBB	Mgmt	For	For

	7 LAURA H. WRIGHT	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	APPROVAL, BY ADVISORY AND NON- BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

POTLATCH CORPORATION



Security:	737630103	Agenda Number:	933763802

Ticker:	PCH	Meeting Type:	Annual

ISIN:	US7376301039	Meeting Date:	5/6/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MICHAEL J. COVEY	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: CHARLES P. GRENIER	Mgmt	For	For


1.3	ELECTION OF DIRECTOR: GREGORY L. QUESNEL	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

PUBLIC STORAGE


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 RONALD L. HAVNER, JR.	Mgmt	For	For

	2 TAMARA HUGHES GUSTAVSON	Mgmt	For	For

	3 URI P. HARKHAM	Mgmt	For	For

	4 B. WAYNE HUGHES, JR.	Mgmt	For	For

	5 AVEDICK B. POLADIAN	Mgmt	For	For

	6 GARY E. PRUITT	Mgmt	For	For

	7 RONALD P. SPOGLI	Mgmt	For	For

	8 DANIEL C. STATON	Mgmt	For	For

2.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

REALTY INCOME CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE THE ISSUANCE OF SHARES OF REALTY INCOME COMMON STOCK TO AMERICAN REALTY CAPITAL TRUST (ARCT) STOCKHOLDERS PURSUANT TO THE MERGER AGREEMENT.	Mgmt	For	For

2.	TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF REALTY INCOME COMMON STOCK TO ARCT STOCKHOLDERS PURSUANT TO THE MERGER AGREEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

REALTY INCOME CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: KATHLEEN R. ALLEN, PHD.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: A. LARRY CHAPMAN	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: PRIYA CHERIAN HUSKINS	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: THOMAS A. LEWIS	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: MICHAEL D. MCKEE	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: GREGORY T. MCLAUGHLIN	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: RONALD L. MERRIMAN	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

SIMON PROPERTY GROUP, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: MELVYN E. BERGSTEIN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: KAREN N. HORN, PH.D.	Mgmt	Against	Against

1D.	ELECTION OF DIRECTOR: ALLAN HUBBARD	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: REUBEN S. LEIBOWITZ	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: DANIEL C. SMITH, PH.D.	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: J. ALBERT SMITH, JR.	Mgmt	For	For

2.	ANNUAL ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	Against	Against

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

SOVRAN SELF STORAGE, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ROBERT J. ATTEA	Mgmt	For	For


	2 KENNETH F. MYSZKA	Mgmt	For	For

	3 ANTHONY P. GAMMIE	Mgmt	For	For

	4 CHARLES E. LANNON	Mgmt	For	For

	5 JAMES R. BOLDT	Mgmt	For	For

	6 STEPHEN R. RUSMISEL	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

3.	PROPOSAL TO APPROVE THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TANGER FACTORY OUTLET CENTERS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: JACK AFRICK	Mgmt	For	For

1B	ELECTION OF DIRECTOR: WILLIAM G. BENTON	Mgmt	For	For

1C	ELECTION OF DIRECTOR: BRIDGET RYAN BERMAN	Mgmt	For	For

1D	ELECTION OF DIRECTOR: DONALD G. DRAPKIN	Mgmt	For	For

1E	ELECTION OF DIRECTOR: THOMAS J. REDDIN	Mgmt	For	For

1F	ELECTION OF DIRECTOR: THOMAS E. ROBINSON	Mgmt	For	For

1G	ELECTION OF DIRECTOR: ALLAN L. SCHUMAN	Mgmt	For	For


1H	ELECTION OF DIRECTOR: STEVEN B. TANGER	Mgmt	For	For

2	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3	TO APPROVE, ON A NON-BINDING BASIS, NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TAUBMAN CENTERS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JEROME A. CHAZEN	Mgmt	For	For

	2 CRAIG M. HATKOFF	Mgmt	For	For

	3 RONALD W. TYSOE	Mgmt	Withheld	Against

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

THE MACERICH COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DOUGLAS D. ABBEY	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: DANA K. ANDERSON	Mgmt	For	For


1C.	ELECTION OF DIRECTOR: ARTHUR M. COPPOLA	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: EDWARD C. COPPOLA	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: FRED S. HUBBELL	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: DIANA M. LAING	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: STANLEY A. MOORE	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: MASON G. ROSS	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: DR. WILLIAM P. SEXTON	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: ANDREA M. STEPHEN	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TOLL BROTHERS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DOUGLAS C. YEARLEY, JR.	Mgmt	For	For


	2 ROBERT S. BLANK	Mgmt	For	For

	3 EDWARD G. BOEHNE	Mgmt	For	For

	4 RICHARD J. BRAEMER	Mgmt	Withheld	Against

	5 CARL E. MARBACH	Mgmt	For	For

	6 STEPHEN A. NOVICK	Mgmt	For	For

	7 PAUL E. SHAPIRO	Mgmt	For	For

2.	THE RATIFICATION OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	For	For

3.	THE APPROVAL, IN AN ADVISORY AND NON-BINDING VOTE, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	THE RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TOLL BROTHERS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR EMPLOYEES (2007).	Mgmt	For	For

5.	A STOCKHOLDER PROPOSAL RELATING TO A MAJORITY VOTING STANDARD IN THE ELECTION OF DIRECTORS.	Shr	For	Against

Manning & Napier Fund, Inc. Real Estate Series

UDR, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KATHERINE A. CATTANACH	Mgmt	For	For

	2 ERIC J. FOSS	Mgmt	For	For

	3 ROBERT P. FREEMAN	Mgmt	For	For

	4 JON A. GROVE	Mgmt	For	For

	5 JAMES D. KLINGBEIL	Mgmt	For	For


	6 LYNNE B. SAGALYN	Mgmt	For	For

	7 MARK J. SANDLER	Mgmt	For	For

	8 THOMAS W. TOOMEY	Mgmt	For	For

2.	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

UNIBAIL-RODAMCO SE, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0315/2013031513006 65.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0403/2013040313008 88.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Reports of the Executive Board, Supervisory Board and Statutory Auditors on the transactions for the financial year 2012. Approval of the annual corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For



O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income and dividend distribution	Mgmt	For	For

O.4	Option to pay a part of the dividend in new shares	Mgmt	For	For

O.5	Special report of the Statutory Auditors; approval of the regulated agreements and commitments	Mgmt	For	For

O.6	Renewal of term of Mr. Francois Jaclot as Supervisory Board member	Mgmt	For	For

O.7	Renewal of term of Mr. Frans Cremers as Supervisory Board member	Mgmt	For	For

O.8	Authorization to be granted to the Executive Board to trade in Company’s shares	Mgmt	For	For

E.9	Delegation to be granted to the Executive Board to reduce share capital by cancellation of treasury shares	Mgmt	For	For

E.10	Delegation of authority to be granted to the Executive Board to decide while maintaining preferential subscription rights (i) to increase share capital by issuing shares and/or securities giving access to capital or (ii) to issue securities entitling to the allotment of debts securities	Mgmt	For	For

E.11	Delegation of authority to be granted to the Executive Board to decide with cancellation of preferential subscription rights (i) to increase share capital by issuing shares and/or securities giving access to capital or (ii) to issue securities entitling to the allotment of debts securities	Mgmt	For	For

E.12	Delegation of authority to be granted the Executive Board to increase the number of issuable securities in case of capital increase with or without preferential subscription rights pursuant to the 10th and 11th resolutions	Mgmt	For	For

E.13	Delegation of powers to be granted to the Executive Board to carry out with cancellation of preferential subscription rights share capital increase by issuing shares and/or securities giving access to capital, in consideration for in-kind contributions granted to the Company	Mgmt	For	For


E.14	Delegation of authority to the Executive Board to carry out capital increase by issuing shares and/or securities giving access to capital of the Company reserved for members of company savings plans with cancellation of preferential subscription rights in favor of the latter	Mgmt	For	For

O.15	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series


VENTAS, INC.

Security:	92276F100	Agenda Number:	933768496

Ticker:	VTR	Meeting Type:	Annual

ISIN:	US92276F1003	Meeting Date:	5/16/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DEBRA A. CAFARO	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: DOUGLAS CROCKER II	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: RONALD G. GEARY	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JAY M. GELLERT	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: RICHARD I. GILCHRIST	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: MATTHEW J. LUSTIG	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: DOUGLAS M. PASQUALE	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: ROBERT D. REED	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: SHELI Z. ROSENBERG	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: GLENN J. RUFRANO	Mgmt	For	For



1K.	ELECTION OF DIRECTOR: JAMES D. SHELTON	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	STOCKHOLDER PROPOSAL REGARDING AN EQUITY RETENTION POLICY.	Shr	Against	For

5.	STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN.	Shr	For	Against

6.	STOCKHOLDER PROPOSAL REGARDING ACCELERATION OF EQUITY AWARD VESTING.	Shr	Against	For

7.	STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UP PAYMENTS.	Shr	For	Against

Manning & Napier Fund, Inc. Real Estate Series

VORNADO REALTY TRUST



Security:	929042109	Agenda Number:	933784755

Ticker:	VNO	Meeting Type:	Annual

ISIN:	US9290421091	Meeting Date:	5/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 CANDACE K. BEINECKE	Mgmt	Withheld	Against

	2 ROBERT P. KOGOD	Mgmt	Withheld	Against

	3 DAVID MANDELBAUM	Mgmt	Withheld	Against

	4 RICHARD R. WEST	Mgmt	Withheld	Against

2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.	Mgmt	For	For

3	NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For



4	NON-BINDING SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING.	Shr	For	Against

5	NON-BINDING SHAREHOLDER PROPOSAL REGARDING THE APPOINTMENT OF AN INDEPENDENT CHAIRMAN.	Shr	Against	For

6	NON-BINDING SHAREHOLDER PROPOSAL REGARDING ESTABLISHING ONE CLASS OF TRUSTEES TO BE ELECTED ANNUALLY.	Shr	For	Against

Manning & Napier Fund, Inc. Small Cap Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report

Manning & Napier Fund, Inc. Small Cap Series

A.O. SMITH CORPORATION



Security:	831865209	Agenda Number:	933738734

Ticker:	AOS	Meeting Type:	Annual

ISIN:	US8318652091	Meeting Date:	4/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 GLOSTER B. CURRENT, JR.	Mgmt	For	For

	2 WILLIAM P. GREUBEL	Mgmt	For	For

	3 IDELLE K. WOLF	Mgmt	For	For

	4 GENE C. WULF	Mgmt	For	For

2.	PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION.	Mgmt	For	For

4.	PROPOSAL TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK (CONDITIONED ON STOCKHOLDER APPROVAL OF PROPOSAL 5).	Mgmt	For	For

5.	PROPOSAL TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECREASE AUTHORIZED SHARES OF CLASS A COMMON STOCK (CONDITIONED ON STOCKHOLDER APPROVAL OF PROPOSAL 4).	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ABAXIS, INC.



Security:	002567105	Agenda Number:	933688496

Ticker:	ABAX	Meeting Type:	Annual

ISIN:	US0025671050	Meeting Date:	11/8/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CLINTON H. SEVERSON	Mgmt	For	For

	2 VERNON E. ALTMAN	Mgmt	For	For

	3 R.J. BASTIANI, PH.D.	Mgmt	For	For

	4 MICHAEL D. CASEY	Mgmt	For	For

	5 HENK J. EVENHUIS	Mgmt	For	For

	6 PRITHIPAL SINGH, PH.D.	Mgmt	Withheld	Against

2.	TO APPROVE AN AMENDMENT TO 2005 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 900,000 AND INCREASE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED PURSUANT TO INCENTIVE STOCK OPTIONS AND TO REAPPROVE THE INTERNAL REVENUE CODE SECTION 162(M) PERFORMANCE CRITERIA AND AWARD LIMITS.	Mgmt	Against	Against

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

4.	TO RATIFY THE SELECTION OF BURR PILGER MAYER, INC. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ABAXIS, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

AEROPOSTALE, INC.



Security:	007865108	Agenda Number:	933821983

Ticker:	ARO	Meeting Type:	Annual

ISIN:	US0078651082	Meeting Date:	6/20/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 RONALD R. BEEGLE	Mgmt	For	For

	2 ROBERT B. CHAVEZ	Mgmt	For	For

	3 MICHAEL J. CUNNINGHAM	Mgmt	For	For

	4 EVELYN DILSAVER	Mgmt	For	For



	5 JANET E. GROVE	Mgmt	For	For

	6 JOHN N. HAUGH	Mgmt	For	For

	7 KARIN HIRTLER-GARVEY	Mgmt	For	For

	8 JOHN D. HOWARD	Mgmt	For	For

	9 THOMAS P. JOHNSON	Mgmt	For	For

	10 ARTHUR RUBINFELD	Mgmt	For	For

	11 DAVID B. VERMYLEN	Mgmt	For	For

2	TO APPROVE ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.	Mgmt	For	For

3	TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS, OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ALERE INC.



Security:	01449J105	Agenda Number:	933649901

Ticker:	ALR	Meeting Type:	Annual

ISIN:	US01449J1051	Meeting Date:	7/11/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 CAROL R. GOLDBERG	Mgmt	For	For

	2 JAMES ROOSEVELT, JR.	Mgmt	For	For

	3 RON ZWANZIGER	Mgmt	For	For

2	APPROVAL OF AN AMENDMENT TO ALERE INC.`S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO DECLASSIFY THE BOARD OF DIRECTORS.	Mgmt	For	For

3	APPROVAL OF AN INCREASE TO THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE ALERE INC. 2010 STOCK OPTION AND INCENTIVE PLAN BY 2,000,000, FROM 3,153,663 TO 5,153,663.	Mgmt	For	For


4	APPROVAL OF THE GRANTING OF OPTIONS UNDER OUR 2010 STOCK OPTION AND INCENTIVE PLAN TO CERTAIN EXECUTIVE OFFICERS; PROVIDED THAT, EVEN IF THIS PROPOSAL IS APPROVED BY OUR STOCKHOLDERS, WE DO NOT INTEND TO IMPLEMENT THIS PROPOSAL UNLESS PROPOSAL 3 IS ALSO APPROVED.	Mgmt	For	For

5	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

6	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

AMERICAN EAGLE OUTFITTERS, INC.



Security:	02553E106	Agenda Number:	933792118

Ticker:	AEO	Meeting Type:	Annual

ISIN:	US02553E1064	Meeting Date:	5/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: ROBERT L. HANSON	Mgmt	For	For

1B	ELECTION OF DIRECTOR: THOMAS R. KETTELER	Mgmt	For	For

1C	ELECTION OF DIRECTOR: CARY D. MCMILLAN	Mgmt	For	For

1D	ELECTION OF DIRECTOR: DAVID M. SABLE	Mgmt	For	For

2.	PROPOSAL TWO. HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	PROPOSAL THREE. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

AMREIT, INC.



Security:	03216B208	Agenda Number:	933748901

Ticker:	AMRE	Meeting Type:	Annual

ISIN:	US03216B2088	Meeting Date:	4/18/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 R.S. CARTWRIGHT, JR.	Mgmt	For	For

	2 BRENT LONGNECKER	Mgmt	For	For

	3 SCOT LUTHER	Mgmt	For	For

	4 MACK PRIDGEN	Mgmt	Withheld	Against

	5 H.L. “HANK” RUSH, JR.	Mgmt	For	For

	6 PHILIP TAGGART	Mgmt	For	For

	7 H. KERR TAYLOR	Mgmt	For	For

2.	TO APPROVE AN AMENDMENT TO OUR CHARTER TO CHANGE 50% OF THE OUTSTANDING SHARES OF OUR CLASS A COMMON STOCK INTO SHARES OF CLASS B COMMON STOCK ON A ONE-FOR-ONE BASIS.	Mgmt	For	For

3.	IF PROPOSAL 2 IS APPROVED, TO APPROVE AN AMENDMENT TO OUR CHARTER TO CHANGE THE REMAINING OUTSTANDING AND UNISSUED SHARES OF OUR CLASS A COMMON STOCK INTO SHARES OF OUR CLASS B COMMONSTOCK ON A ONE-FOR-ONE BASIS, ON OR BEFORE SEPTEMBER 30, 2013.	Mgmt	For	For

4.	TO APPROVE IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

5.	TO DETERMINE, IN AN ADVISORY (NON-BINDING) VOTE, WHETHER A STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS.	Mgmt	1 Year	Against

Manning & Napier Fund, Inc. Small Cap Series

ASSOCIATED ESTATES REALTY CORPORATION



Security:	045604105	Agenda Number:	933775693

Ticker:	AEC	Meeting Type:	Annual

ISIN:	US0456041054	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ALBERT T. ADAMS	Mgmt	Withheld	Against



	2 JEFFREY I. FRIEDMAN	Mgmt	For	For

	3 MICHAEL E. GIBBONS	Mgmt	For	For

	4 MARK L. MILSTEIN	Mgmt	For	For

	5 JAMES J. SANFILIPPO	Mgmt	For	For

	6 JAMES A. SCHOFF	Mgmt	For	For

	7 RICHARD T. SCHWARZ	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY’S FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ASTEC INDUSTRIES, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 J. DON BROCK	Mgmt	For	For

	2 W. NORMAN SMITH	Mgmt	For	For

	3 WILLIAM B. SANSOM	Mgmt	For	For

	4 BENJAMIN G. BROCK	Mgmt	For	For

2.	TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BALTIC TRADING LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 HARRY A. PERRIN	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF BALTIC TRADING FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BIOMED REALTY TRUST, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ALAN D. GOLD	Mgmt	For	For

	2 DANIEL M. BRADBURY	Mgmt	For	For

	3 BARBARA R. CAMBON	Mgmt	For	For

	4 EDWARD A. DENNIS, PH.D.	Mgmt	For	For

	5 RICHARD I. GILCHRIST	Mgmt	For	For

	6 GARY A. KREITZER	Mgmt	For	For

	7 THEODORE D. ROTH	Mgmt	For	For

	8 M. FAYE WILSON	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE A NONBINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF THE 2013 AMENDMENT AND RESTATEMENT OF THE 2004 INCENTIVE AWARD PLAN, INCLUDING THE INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER FROM 5,340,000 SHARES TO 10,740,000 SHARES.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BJ’S RESTAURANTS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 GERALD W. DEITCHLE	Mgmt	For	For

	2 JAMES A. DAL POZZO	Mgmt	Withheld	Against

	3 J. ROGER KING	Mgmt	For	For

	4 LARRY D. BOUTS	Mgmt	For	For

	5 JOHN F. GRUNDHOFER	Mgmt	For	For

	6 PETER A. BASSI	Mgmt	For	For

	7 WILLIAM L. HYDE, JR.	Mgmt	For	For

	8 LEA ANNE S. OTTINGER	Mgmt	For	For

	9 HENRY GOMEZ	Mgmt	For	For

	10 GREGORY A. TROJAN	Mgmt	For	For

2.	APPROVAL, ON AN ADVISORY AND NON-BINDING BASIS, OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of Itax Consultoria E Corretora De Seguros De Vida Ltda	Mgmt	Abstain	Against

II	The acquisition, by the Company, of an equity interest corresponding to 39.99 percent of the corporate capital of SBX Corretora De Seguros De Vida Ltda	Mgmt	Abstain	Against

III	The merger, by the Company, of Pada Holding Ltda., which is the owner of 60 percent of the corporate capital of the companies Itax Consultoria E Corretora De Seguros De Vida Ltda. and SBX Corretora De Seguros De Vida Ltda., with the consequent issuance by the Company of 159,628 new common shares and of 12 warrants	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,



Security:	P1830M108	Agenda Number:	704188487

Ticker:		Meeting Type:	EGM

ISIN:	BRBRINACNOR3	Meeting Date:	12/14/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

I	The acquisition, by the Company, of an equity interest equivalent to 49.99 percent of the capital of Indico Consultoria De Beneficios E Corretagem De Seguros Ltda	Mgmt	Abstain	Against

II	The acquisition, by the Company, of an equity interest equivalent to 49.98 percent of the capital of Viva Bem Gestao De Saude Ltda	Mgmt	Abstain	Against


III	The merger, into the Company, of Larah Participacoes E Empreendimentos Ltda., which is the owner of 50 percent of the capital of the companies Indico Consultoria De Beneficios E Corretagem De Seguros Ltda. and Viva Bem Gestao De Saude Ltda., with the consequent issuance by the Company of 580,889 new, common shares and of 16 warrants	Mgmt	Abstain	Against

IV	The reratification of item 4 of the resolutions of the minutes of the extra ordinary general meeting of the company held on June 5, 2012, bearing in mind that there was a difference between the dates of the right of withdrawal stated in the notice of material fact and the date stated in the mentioned minutes of the Company	Mgmt	For	For

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF VOTING OPTION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,



Security:	P1830M108	Agenda Number:	704260001

Ticker:		Meeting Type:	EGM

ISIN:	BRBRINACNOR3	Meeting Date:	2/20/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the company, of an equity interest corresponding to 39.96 percent of the equity capital of Carraro Corretora De Seguros Ltda	Mgmt	For	For

II	The acquisition, by the company, of SMM holding E Empreendimentos Ltda., which is the owner of 60 percent of the equity capital of Carraro Corretora De Seguros Ltda., with the consequent issuance by the company of 233,056 new, common shares and of 12 warrants	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	To examine and approval of the report and accounts of the directors and financial statements for the fiscal year ended 31.12.2012	Mgmt	No vote

2	Allocation of net profit for the fiscal year ended on 31.12.2012	Mgmt	No vote

3	To elect the members of the board of directors of the company to be held by individual member of the board of directors on a total of 05 members in accordance with article 10 of the bylaws company	Mgmt	No vote

4	To set the directors remunerations	Mgmt	No vote

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	The acquisition, by the Company, of an equity interest equivalent to 39.8 percent of the share capital of Omega Corretora de Seguors Ltda	Mgmt	For	For

II	The merger, into the Company, of DR7 Participacoes e Empreendimentos Ltda., the latter of which is the holder of 60 percent of the share capital of the company Omega Corretora de Seguros Ltda., with the consequent issuance by the Company of 85,080 new, common shares and of eight warrants	Mgmt	For	For

III	The acquisition, by the Company, of an equity interest corresponding to 49.99 percent of the share capital of Aral Administradora de Beneficios Ltda	Mgmt	For	For

IV	The merger, into the Company, of Ralah Participacoes e Empreendimentos Ltda., the latter of which is the owner of 50 percent of the share capital of Aral Administradora de Beneficios Ltda., with the consequent issuance by the Company of 16 warrants	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CALFRAC WELL SERVICES LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 RONALD P. MATHISON	Mgmt	Withheld	Against

	2 DOUGLAS R. RAMSAY	Mgmt	For	For


	3 KEVIN R. BAKER	Mgmt	Withheld	Against

	4 JAMES S. BLAIR	Mgmt	For	For

	5 GREGORY S. FLETCHER	Mgmt	Withheld	Against

	6 LORNE A. GARTNER	Mgmt	For	For

	7 R.T. (TIM) SWINTON	Mgmt	For	For

	8 FERNANDO AGUILAR	Mgmt	For	For

02	TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE CORPORATION.	Mgmt	For	For

03	TO PASS A SPECIAL RESOLUTION TO APPROVE THE AMENDMENT TO THE ARTICLES OF AMALGAMATION OF THE CORPORATION TO AUTHORIZE THE DIRECTORS TO APPOINT ONE OR MORE ADDITIONAL DIRECTORS OF THE CORPORATION TO SERVE UNTIL THE NEXT ANNUAL MEETING, PROVIDED THAT THE NUMBER OF ADDITIONAL DIRECTORS SO APPOINTED SHALL NOT AT ANY TIME EXCEED ONE-THIRD OF THE NUMBER OF DIRECTORS WHO HELD OFFICE AT THE EXPIRATION OF THE LAST ANNUAL MEETING OF THE CORPORATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CARBO CERAMICS INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 SIGMUND L. CORNELIUS	Mgmt	For	For

	2 JAMES B. JENNINGS	Mgmt	For	For

	3 GARY A. KOLSTAD	Mgmt	For	For

	4 H.E. LENTZ, JR.	Mgmt	For	For

	5 RANDY L. LIMBACHER	Mgmt	For	For

	6 WILLIAM C. MORRIS	Mgmt	For	For

	7 ROBERT S. RUBIN	Mgmt	For	For


2.	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	PROPOSAL TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CATHAY GENERAL BANCORP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KELLY L. CHAN	Mgmt	For	For

	2 DUNSON K. CHENG	Mgmt	For	For

	3 THOMAS C.T. CHIU	Mgmt	Withheld	Against

	4 JOSEPH C.H. POON	Mgmt	For	For

2.	TO REAPPROVE THE MATERIAL TERMS FOR THE AWARD OF PERFORMANCE-BASED COMPENSATION UNDER OUR 2005 INCENTIVE PLAN.	Mgmt	For	For

3.	TO VOTE ON AN ADVISORY (NON-BINDING) PROPOSAL TO APPROVE OUR EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CHICO’S FAS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: VERNA K. GIBSON	Mgmt	For	For


1.2	ELECTION OF DIRECTOR: DAVID F. DYER	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: JANICE L. FIELDS	Mgmt	For	For

2.	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS	Mgmt	For	For

3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CLOUD PEAK ENERGY INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: KEITH BAILEY	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: PATRICK CONDON	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: WILLIAM OWENS	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.	Mgmt	For	For

4.	TO APPROVE THE CLOUD PEAK ENERGY 2013 ANNUAL INCENTIVE PLAN, INCLUDING APPROVAL OF THE MATERIAL TERMS OF THE 2013 ANNUAL INCENTIVE PLAN IN ACCORDANCE WITH THE APPROVAL REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

COMSCORE, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM J. HENDERSON	Mgmt	For	For

	2 RONALD J. KORN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST& YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS IN 2011.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

CORPORATE OFFICE PROPERTIES TRUST


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF TRUSTEE: JAY H. SHIDLER	Mgmt	For	For

1B.	ELECTION OF TRUSTEE: CLAY W. HAMLIN, III	Mgmt	For	For

1C.	ELECTION OF TRUSTEE: THOMAS F. BRADY	Mgmt	For	For

1D.	ELECTION OF TRUSTEE: ROBERT L. DENTON	Mgmt	For	For

1E.	ELECTION OF TRUSTEE: ELIZABETH A. HIGHT	Mgmt	For	For

1F.	ELECTION OF TRUSTEE: DAVID M. JACOBSTEIN	Mgmt	For	For


1G.	ELECTION OF TRUSTEE: STEVEN D. KESLER	Mgmt	For	For

1H.	ELECTION OF TRUSTEE: RICHARD SZAFRANSKI	Mgmt	For	For

1I.	ELECTION OF TRUSTEE: ROGER A. WAESCHE, JR.	Mgmt	For	For

1J.	ELECTION OF TRUSTEE: KENNETH D. WETHE	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

DAMPSKIBSSELSKABET NORDEN A/S, KOBENHAVN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	IN THE MAJORITY OF MEETINGS THE VOTES ARE CAST WITH THE REGISTRAR WHO WILL FOLLOW CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE OF MEETINGS THERE IS NO REGISTRAR AND CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER AS PROXY. CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE OR ATTEND THE MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting


CMMT	PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTIONS D.1, D.2 AND E. THANK YOU.	Non-Voting

A	The Board of Directors’ report on the Company’s activities during the past year	Non-Voting

B	Adoption of the audited 2012 annual report	Mgmt	For	For

C	The Board’s proposal of payment of dividends at DKK 3 per share of DKK 1.00 and approval of allocation of profit	Mgmt	For	For

D.1	Re-election of Alison J. F. Riegels to the Board of Directors	Mgmt	For	For

D.2	Re-election of Karsten Knudsen to the Board of Directors	Mgmt	For	For

E	Re-election of PricewaterhouseCoopers as auditor	Mgmt	For	For

F.1	Proposal from the Board of Directors for: Adoption of revised general guidelines for incentive-based remuneration	Mgmt	For	For

F.2	Proposal from the Board of Directors for: Authorisation to the Board of Directors to authorise the Company’s acquisition of treasury shares	Mgmt	For	For

G	Any other business	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

DEXCOM, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BARBARA E. KAHN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: JAY S. SKYLER	Mgmt	For	For

2.	TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

DICK’S SPORTING GOODS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 EMANUEL CHIRICO	Mgmt	For	For

	2 ALLEN R. WEISS	Mgmt	For	For

2.	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Mgmt	For	For

3.	NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

DISTRIBUIDORA INTERNACIONAL DE ALIMENTACION, S.A.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 26 APR 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting

1.1	Review and approval of the annual financial statements and the management report of the company and its consolidated group	Mgmt	For	For

1.2	Approve Allocation of Income and Dividends	Mgmt	For	For

1.3	Revision and approval of the management of the board corresponding to the year 2012	Mgmt	For	For

2.1	Re-election of Ms Ana Maria Llopis as a board member	Mgmt	For	For

2.2	Re-election of Mr Ricardo Curras as a board member	Mgmt	For	For

2.3	Re-election of Mr Nicolas Brunel as a board member	Mgmt	For	For

2.4	Re-election of Mr Pierre Cuilleret as a board member	Mgmt	For	For

2.5	Re-election of Mr Julian Diaz as a board member	Mgmt	For	For

2.6	Re-election of Ms Rosalia Portela as a board member	Mgmt	For	For

3	Decreasing social capital by means of treasury shares amortization	Mgmt	For	For

4	Approval of shares delivery of 50 percent of the remuneration of the board members	Mgmt	For	For

5.1	Change of the maximum amount of the Long-term Incentive Plan(Executive Directors excluded)	Mgmt	For	For


5.2	Change of the maximum amount of the Long-term Incentive Plan(Executive Directors included)	Mgmt	For	For

6	Delegation of powers	Mgmt	For	For

7	Consultative report on the remuneration policy of the board	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTIONS 5.1 AND 5.2 AND CHANGE IN MEETING TYPE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

DUPONT FABROS TECHNOLOGY, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 MICHAEL A. COKE	Mgmt	For	For

	2 LAMMOT J. DU PONT	Mgmt	For	For

	3 THOMAS D. ECKERT	Mgmt	For	For

	4 HOSSEIN FATEH	Mgmt	For	For

	5 JONATHAN G. HEILIGER	Mgmt	For	For

	6 FREDERIC V. MALEK	Mgmt	For	For

	7 JOHN T. ROBERTS, JR.	Mgmt	For	For

	8 JOHN H. TOOLE	Mgmt	For	For

2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION(SAY-ON-PAY VOTE).	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

DYNEGY INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 HILARY E. ACKERMANN	Mgmt	For	For

	2 PAUL M. BARBAS	Mgmt	For	For

	3 ROBERT C. FLEXON	Mgmt	For	For

	4 RICHARD L. KUERSTEINER	Mgmt	For	For

	5 JEFFREY S. STEIN	Mgmt	For	For

	6 JOHN R. SULT	Mgmt	For	For

	7 PAT WOOD III	Mgmt	For	For

2.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF DYNEGY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO ACT UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS DYNEGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

EDUCATION REALTY TRUST, INC.



Security:	28140H104	Agenda Number:	933755146

Ticker:	EDR	Meeting Type:	Annual

ISIN:	US28140H1041	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 PAUL O. BOWER	Mgmt	For	For

	2 MONTE J. BARROW	Mgmt	For	For

	3 WILLIAM J. CAHILL, III	Mgmt	For	For

	4 RANDALL L. CHURCHEY	Mgmt	For	For

	5 JOHN L. FORD	Mgmt	For	For


	6 HOWARD A. SILVER	Mgmt	For	For

	7 WENDELL W. WEAKLEY	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013	Mgmt	For	For

3.	TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

FLOTEK INDUSTRIES, INC.



Security:	343389102	Agenda Number:	933803214

Ticker:	FTK	Meeting Type:	Annual

ISIN:	US3433891021	Meeting Date:	5/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOHN W. CHISHOLM	Mgmt	For	For

	2 L. MELVIN COOPER	Mgmt	Withheld	Against

	3 KENNETH T. HERN	Mgmt	Withheld	Against

	4 L.V. “BUD” MCGUIRE	Mgmt	For	For

	5 JOHN S. REILAND	Mgmt	Withheld	Against

2.	APPROVAL OF THE AMENDED AND RESTATED 2010 LONG-TERM INCENTIVE PLAN.	Mgmt	Against	Against

3.	APPROVAL OF NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.	Mgmt	1 Year	For

5.	RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, HEIN & ASSOCIATES LLP, AS THE COMPANY’S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

FUSION-IO, INC.



Security:	36112J107	Agenda Number:	933691316

Ticker:	FIO	Meeting Type:	Annual

ISIN:	US36112J1079	Meeting Date:	11/6/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 FOREST BASKETT, PH.D	Mgmt	For	For

	2 DANA L. EVAN	Mgmt	For	For

2.	THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Mgmt	For	For

3.	THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

GENERAL SHOPPING BRASIL SA



Security:	P4810R105	Agenda Number:	704158460

Ticker:		Meeting Type:	EGM

ISIN:	BRGSHPACNOR7	Meeting Date:	11/22/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Approval of the guidelines for the structuring and implementation of the company stock option plan	Mgmt	Against	Against

II	Election of one alternate member of the finance committee of the company to fill a vacant position	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

GENERAL SHOPPING BRASIL SA



Security:	P4810R105	Agenda Number:	704421700

Ticker:		Meeting Type:	EGM

ISIN:	BRGSHPACNOR7	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

1	To ratify the acquisition by Securis Administradora Incorporadora Ltda., a subsidiary of the company, of the control of the company SB Bonsucesso Administradora De Shoppings S.A., in accordance with the terms of that which is provided for in article 256, line i, of law number 6, 404.76	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

GENERAL SHOPPING BRASIL SA



Security:	P4810R105	Agenda Number:	704422500

Ticker:		Meeting Type:	AGM

ISIN:	BRGSHPACNOR7	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting



CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

1	To examine, discuss and vote upon the board of directors annual report, the financial statements and independent auditors report relating to fiscal year ended December 31, 2012	Mgmt	For	For

2	To decide on the allocation of the net profits from the fiscal year ended December 31, 2012	Mgmt	For	For

3	To elect the members of the board of directors	Mgmt	Abstain	Against

4	To set the global remuneration for administrators for the year 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


GLACIER BANCORP, INC.

Security:	37637Q105	Agenda Number:	933763105

Ticker:	GBCI	Meeting Type:	Annual

ISIN:	US37637Q1058	Meeting Date:	4/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MICHAEL J. BLODNICK	Mgmt	For	For

	2 SHERRY L. CLADOUHOS	Mgmt	For	For

	3 JAMES M. ENGLISH	Mgmt	For	For

	4 ALLEN J. FETSCHER	Mgmt	For	For

	5 ANNIE M. GOODWIN	Mgmt	For	For

	6 DALLAS I. HERRON	Mgmt	For	For

	7 CRAIG A. LANGEL	Mgmt	For	For

	8 L. PETER LARSON	Mgmt	For	For

	9 DOUGLAS J. MCBRIDE	Mgmt	For	For



	10 JOHN W. MURDOCH	Mgmt	For	For

	11 EVERIT A. SLITER	Mgmt	Withheld	Against

2.	TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF BKD, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


GLOBAL GEOPHYSICAL SVCS INC

Security:	37946S107	Agenda Number:	933814180

Ticker:	GGS	Meeting Type:	Annual

ISIN:	US37946S1078	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 GEORGE E. MATELICH	Mgmt	For	For

	2 STANLEY DE J. OSBORNE	Mgmt	For	For

	3 KARL F. KURZ	Mgmt	For	For

2.	APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.	Mgmt	Against	Against

3.	RATIFICATION OF APPOINTMENT OF UHY, LLP AS AUDITORS FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


GRAHAM CORPORATION

Security:	384556106	Agenda Number:	933661438

Ticker:	GHM	Meeting Type:	Annual

ISIN:	US3845561063	Meeting Date:	7/26/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 HELEN H. BERKELEY	Mgmt	For	For

	2 ALAN FORTIER	Mgmt	For	For

	3 JAMES R. LINES	Mgmt	For	For



2.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


GREEN CROSS CORP, YONGIN-GUN

Security:	Y7499Q108	Agenda Number:	704282831

Ticker:		Meeting Type:	AGM

ISIN:	KR7006280002	Meeting Date:	3/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 159095 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

	1 Approval of financial statements	Mgmt	Against	Against

	2 Election of director: Kim Yeong Ho	Mgmt	For	For

	3 Election of auditor: Han Ji Hun	Mgmt	Against	Against

	4 Approval of remuneration for director	Mgmt	For	For

	5 Approval of remuneration for auditor	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR AND AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series


GROUP 1 AUTOMOTIVE, INC.

Security:	398905109	Agenda Number:	933784527

Ticker:	GPI	Meeting Type:	Annual

ISIN:	US3989051095	Meeting Date:	5/22/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOHN L. ADAMS	Mgmt	For	For

	2 J. TERRY STRANGE	Mgmt	For	For

	3 MAX P. WATSON, JR.	Mgmt	For	For

2.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


HEARTWARE INTERNATIONAL, INC.

Security:	422368100	Agenda Number:	933797841

Ticker:	HTWR	Meeting Type:	Annual

ISIN:	US4223681002	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DOUGLAS GODSHALL	Mgmt	For	For

	2 SETH HARRISON	Mgmt	For	For

	3 ROBERT STOCKMAN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	APPROVE THE GRANT OF 25,000 RESTRICTED STOCK UNITS TO DOUGLAS GODSHALL ON TERMS SET OUT IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	Against	Against

5.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO ROBERT THOMAS.	Mgmt	For	For



6.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO SETH HARRISON.	Mgmt	For	For

7.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO TIMOTHY BARBERICH.	Mgmt	For	For

8.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO CYNTHIA FELDMANN.	Mgmt	For	For

9.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO CHARLES RAYMOND LARKIN, JR.	Mgmt	For	For

10.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO ROBERT STOCKMAN ON THE TERMS SET OUT IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

11.	TO APPROVE THE GRANT OF UP TO 1,000 RESTRICTED STOCK UNITS AND 1,000 STOCK OPTIONS TO DENIS WADE.	Mgmt	For	For

12.	TO RATIFY THE ISSUANCE AND SALE OF 1.725 MILLION SHARES OF COMMON STOCK.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


HOME PROPERTIES, INC.

Security:	437306103	Agenda Number:	933768600

Ticker:	HME	Meeting Type:	Annual

ISIN:	US4373061039	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 STEPHEN R. BLANK	Mgmt	For	For

	2 ALAN L. GOSULE	Mgmt	For	For

	3 LEONARD F. HELBIG, III	Mgmt	For	For

	4 THOMAS P. LYDON, JR.	Mgmt	For	For

	5 EDWARD J. PETTINELLA	Mgmt	For	For

	6 CLIFFORD W. SMITH, JR.	Mgmt	For	For



2.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


HOMEAWAY, INC.

Security:	43739Q100	Agenda Number:	933800016

Ticker:	AWAY	Meeting Type:	Annual

ISIN:	US43739Q1004	Meeting Date:	6/5/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 BRIAN H. SHARPLES	Mgmt	For	For

	2 CHARLES (“LANNY”) BAKER	Mgmt	For	For

	3 TINA B. SHARKEY	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

IMAX CORPORATION



Security:	45245E109	Agenda Number:	933811057

Ticker:	IMAX	Meeting Type:	Annual and Special

ISIN:	CA45245E1097	Meeting Date:	6/11/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 RICHARD L. GELFOND	Mgmt	For	For

	2 MICHAEL MACMILLAN	Mgmt	For	For

	3 I. MARTIN POMPADUR	Mgmt	For	For

	4 BRADLEY J. WECHSLER	Mgmt	For	For



02	IN RESPECT OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. NOTE: VOTING WITHHOLD IS THE EQUIVALENT TO VOTING ABSTAIN.	Mgmt	For	For

03	IN RESPECT OF THE APPROVAL OF CERTAIN AMENDMENTS TO THE ARTICLES OF AMALGAMATION OF THE COMPANY. NOTE: VOTING WITHHOLD IS THE EQUIVALENT TO VOTING ABSTAIN.	Mgmt	For	For

04	IN RESPECT OF THE CONFIRMATION OF CERTAIN AMENDMENTS TO BY-LAW NO. 1 OF THE COMPANY AS OUTLINED IN APPENDIX “A” TO THE PROXY CIRCULAR AND PROXY STATEMENT. NOTE: VOTING WITHHOLD IS THE EQUIVALENT TO VOTING ABSTAIN.	Mgmt	For	For

05	IN RESPECT OF THE APPROVAL OF THE COMPANY’S 2013 LONG-TERM INCENTIVE PLAN AS OUTLINED IN APPENDIX “B” TO THE PROXY CIRCULAR AND PROXY STATEMENT. NOTE: VOTING WITHHOLD IS THE EQUIVALENT TO VOTING ABSTAIN.	Mgmt	For	For

06	ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY CIRCULAR AND PROXY STATEMENT. NOTE: VOTING ABSTAIN IS THE EQUIVALENT TO VOTING WITHHOLD.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

INCHCAPE PLC, LONDON



Security:	G47320208	Agenda Number:	704414084

Ticker:		Meeting Type:	AGM

ISIN:	GB00B61TVQ02	Meeting Date:	5/16/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the accounts for the financial year ended 31 December 2012 and the directors’ and auditors’ reports thereon	Mgmt	For	For

2	To approve the directors’ report on remuneration as set out in the annual report	Mgmt	Against	Against

3	To declare a final dividend of 10,5 pence per ordinary share of 10 pence	Mgmt	For	For

4	To re-elect Ken Hanna as a director of the Company	Mgmt	For	For



5	To re-elect Andre Lacroix as a director of the Company	Mgmt	For	For

6	To re-elect John McConnell as a director of the Company	Mgmt	For	For

7	To re-elect Simon Borrows as a director of the Company	Mgmt	For	For

8	To re-elect Alison Cooper as a director of the Company	Mgmt	For	For

9	To re-elect Nigel Northridge as a director of the Company	Mgmt	For	For

10	To re-elect Vicky Bindra as a director of the Company	Mgmt	For	For

11	To re-elect Till Vestring as a director of the Company	Mgmt	For	For

12	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	Mgmt	For	For

13	To authorise the directors of the Company to determine the auditors’ remuneration	Mgmt	For	For

14	To authorise the directors generally and unconditionally to exercise all powers of the Company to allot relevant securities	Mgmt	For	For

15	To empower the directors to allot equity securities for cash pursuant to the authority conferred by resolution 14	Mgmt	For	For

16	To authorise the Company generally and unconditionally to make market purchases of its own ordinary shares	Mgmt	For	For

17	To approve that a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice	Mgmt	Against	Against

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 12. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

INFINERA CORPORATION



Security:	45667G103	Agenda Number:	933759512

Ticker:	INFN	Meeting Type:	Annual

ISIN:	US45667G1031	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KENNETH A. GOLDMAN	Mgmt	For	For

	2 CARL REDFIELD	Mgmt	For	For

	3 MARK A. WEGLEITNER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

INSULET CORPORATION



Security:	45784P101	Agenda Number:	933767406

Ticker:	PODD	Meeting Type:	Annual

ISIN:	US45784P1012	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DUANE DESISTO	Mgmt	For	For

	2 STEVEN SOBIESKI	Mgmt	Withheld	Against

	3 W. MARK LORTZ	Mgmt	For	For

2.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF CERTAIN EXECUTIVE OFFICERS.	Mgmt	Against	Against

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

INTERFACE, INC.



Security:	458665304	Agenda Number:	933755552

Ticker:	TILE	Meeting Type:	Annual

ISIN:	US4586653044	Meeting Date:	5/13/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 EDWARD C. CALLAWAY	Mgmt	For	For

	2 ANDREW B. COGAN	Mgmt	For	For

	3 DIANNE DILLON-RIDGLEY	Mgmt	For	For

	4 CARL I. GABLE	Mgmt	For	For

	5 DANIEL T. HENDRIX	Mgmt	For	For

	6 JUNE M. HENTON	Mgmt	For	For

	7 CHRISTOPHER G. KENNEDY	Mgmt	For	For

	8 K. DAVID KOHLER	Mgmt	For	For

	9 JAMES B. MILLER, JR.	Mgmt	For	For

	10 HAROLD M. PAISNER	Mgmt	For	For

2	APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	For	For

3	RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS INDEPENDENT AUDITORS FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

INTERXION HOLDING N V



Security:	N47279109	Agenda Number:	933844739

Ticker:	INXN	Meeting Type:	Annual

ISIN:	NL0009693779	Meeting Date:	6/26/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	PROPOSAL TO ADOPT OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2012	Mgmt	For	For

2.	PROPOSAL TO DISCHARGE THE MEMBERS OF OUR BOARD OF DIRECTORS FROM CERTAIN LIABILITY FOR THE FINANCIAL YEAR 2012.	Mgmt	For	For



3A.	PROPOSAL TO RE-APPOINT JOHN BAKER AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For

3B.	PROPOSAL TO RE-APPOINT JEAN MANDEVILLE AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For

3C.	PROPOSAL TO RE-APPOINT DAVID RUBERG AS EXECUTIVE DIRECTOR.	Mgmt	For	For

4.	PROPOSAL TO MAKE CERTAIN ADJUSTMENTS TO THE COMPANY’S DIRECTORS REMUNERATION POLICY, AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

5.	PROPOSAL TO AWARD RESTRICTED SHARES TO OUR NON-EXECUTIVE DIRECTORS, AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

6.	PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. TO AUDIT OUR ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ION GEOPHYSICAL CORPORATION



Security:	462044108	Agenda Number:	933795114

Ticker:	IO	Meeting Type:	Annual

ISIN:	US4620441083	Meeting Date:	5/22/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 DAVID H. BARR	Mgmt	For	For

	2 FRANKLIN MYERS	Mgmt	For	For

	3 S. JAMES NELSON, JR.	Mgmt	For	For

2.	VOTE TO APPROVE OUR 2013 LONG-TERM INCENTIVE PLAN.	Mgmt	For	For

3.	ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (INDEPENDENT AUDITORS) FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

JSE LIMITED, JOHANNESBURG



Security:	S4254A102	Agenda Number:	704390626

Ticker:		Meeting Type:	AGM

ISIN:	ZAE000079711	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Adoption of annual financial statements and report for the year ended 20121231	Mgmt	For	For

2.1	To re-elect A D Botha as an independent non-executive director	Mgmt	For	For

2.2	To re-elect M R Johnston as an independent non-executive director	Mgmt	For	For

2.3	To re-elect D M Lawrence as an independent non-executive director	Mgmt	For	For

2.4	To re-elect N S Nematswerani as an independent non-executive director	Mgmt	For	For

3.1	To elect M A Matooane as an independent non-executive director	Mgmt	For	For

3.2	To elect N P Mnxasana as an independent non-executive director	Mgmt	For	For

4	To-reappoint KPMG Inc as auditors	Mgmt	For	For

5.1	To re-appoint N S Nematswerani as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.2	To re-appoint A D Botha as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.3	To re-appoint M R Johnston as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For



5.4	To re-appoint N G Payne as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

5.5	To re-appoint N P Mnxasana as independent, non-executive director of the Company to service as member of the Audit Committee for the ensuing year	Mgmt	For	For

6	To note of a final gross dividend of ZAR 2.50 per share	Mgmt	For	For

7	To approve the remuneration policy of the JSE	Mgmt	For	For

8	To approve the signing of documents	Mgmt	For	For

9.S.1	General authority to repurchase shares	Mgmt	For	For

10S.2	Approval of new Memorandum of Incorporation of the Company	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

KEY ENERGY SERVICES, INC.



Security:	492914106	Agenda Number:	933777368

Ticker:	KEG	Meeting Type:	Annual

ISIN:	US4929141061	Meeting Date:	5/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: LYNN R. COLEMAN	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: KEVIN P. COLLINS	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: W. PHILLIP MARCUM	Mgmt	For	For



1.4	ELECTION OF DIRECTOR: WILLIAM F. OWENS	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GRANT THORNTON LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

LOGMEIN, INC



Security:	54142L109	Agenda Number:	933780670

Ticker:	LOGM	Meeting Type:	Annual

ISIN:	US54142L1098	Meeting Date:	5/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: GREGORY W. HUGHES	Mgmt	Against	Against

1.2	ELECTION OF DIRECTOR: IRFAN SALIM	Mgmt	Against	Against

1.3	ELECTION OF DIRECTOR: HILARY A. SCHNEIDER	Mgmt	For	For

2.	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF LOGMEIN’S 2009 STOCK INCENTIVE PLAN THAT WILL INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE PLAN BY AN ADDITIONAL 1,400,000 SHARES.	Mgmt	Against	Against

4.	ADVISORY VOTE FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

MACK-CALI REALTY CORPORATION



Security:	554489104	Agenda Number:	933787434

Ticker:	CLI	Meeting Type:	Annual

ISIN:	US5544891048	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KENNETH M. DUBERSTEIN	Mgmt	For	For

	2 VINCENT TESE	Mgmt	Withheld	Against

	3 ROY J. ZUCKERBERG	Mgmt	For	For

2.	ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE “COMPENSATION DISCUSSION AND ANALYSIS” AND “EXECUTIVE COMPENSATION” SECTIONS OF THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

4.	APPROVAL AND ADOPTION OF MACK-CALI REALTY CORPORATION 2013 INCENTIVE STOCK PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

MARKETAXESS HOLDINGS INC.



Security:	57060D108	Agenda Number:	933803175

Ticker:	MKTX	Meeting Type:	Annual

ISIN:	US57060D1081	Meeting Date:	6/6/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: RICHARD M. MCVEY	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: STEVEN L. BEGLEITER	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: STEPHEN P. CASPER	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: DAVID G. GOMACH	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: CARLOS M. HERNANDEZ	Mgmt	For	For



1.6	ELECTION OF DIRECTOR: RONALD M. HERSCH	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: JOHN STEINHARDT	Mgmt	For	For

1.8	ELECTION OF DIRECTOR: JAMES J. SULLIVAN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2013 PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

MID-AMERICA APARTMENT COMMUNITIES, INC.



Security:	59522J103	Agenda Number:	933791077

Ticker:	MAA	Meeting Type:	Annual

ISIN:	US59522J1034	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 H. ERIC BOLTON, JR.	Mgmt	For	For

	2 ALAN B. GRAF, JR.	Mgmt	For	For

	3 RALPH HORN	Mgmt	For	For

	4 PHILIP W. NORWOOD	Mgmt	For	For

	5 W. REID SANDERS	Mgmt	For	For

	6 WILLIAM B. SANSOM	Mgmt	For	For

	7 GARY SHORB	Mgmt	For	For

2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

3.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


MYRIAD GENETICS, INC.

Security:	62855J104	Agenda Number:	933697611

Ticker:	MYGN	Meeting Type:	Annual

ISIN:	US62855J1043	Meeting Date:	12/5/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JOHN T. HENDERSON, M.D.	Mgmt	For	For

	2 S. LOUISE PHANSTIEL	Mgmt	For	For

2.	TO APPROVE PROPOSED AMENDMENTS TO THE COMPANY’S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.	Mgmt	Against	Against

3.	TO APPROVE THE ADOPTION OF THE COMPANY’S 2012 EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For

4.	TO APPROVE THE ADOPTION OF THE COMPANY’S 2013 EXECUTIVE INCENTIVE PLAN.	Mgmt	For	For

5.	TO RATIFY THE SELECTION OF ERNST &YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Mgmt	For	For

6.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


NORANDA ALUMINUM HOLDING CORPORATION

Security:	65542W107	Agenda Number:	933803391

Ticker:	NOR	Meeting Type:	Annual

ISIN:	US65542W1071	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ROBERT A. KASDIN	Mgmt	For	For

	2 MATTHEW H. NORD	Mgmt	For	For

	3 ERIC L. PRESS	Mgmt	For	For



	4 LAYLE K. SMITH	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE NORANDA ALUMINUM HOLDING CORPORATION 2013 CONSOLIDATED FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER FINANCIAL REPORTING.	Mgmt	For	For

3.	TO VOTE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series


OCADO GROUP PLC, HATFIELD

Security:	G6718L106	Agenda Number:	704392163

Ticker:		Meeting Type:	AGM

ISIN:	GB00B3MBS747	Meeting Date:	5/10/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Annual Report and Accounts	Mgmt	For	For

2	To approve the Remuneration Report	Mgmt	For	For

3	To re-appoint Sir Stuart Rose	Mgmt	For	For

4	To re-appoint David Grigson	Mgmt	For	For

5	To re-appoint Tim Steiner	Mgmt	For	For

6	To re-appoint Duncan Tatton-Brown	Mgmt	For	For

7	To re-appoint Jason Gissing	Mgmt	For	For

8	To re-appoint Neill Abrams	Mgmt	For	For

9	To re-appoint Mark Richardson	Mgmt	For	For



10	To re-appoint Jorn Rausing	Mgmt	For	For

11	To re-appoint Robert Gorrie	Mgmt	For	For

12	To re-appoint Ruth Anderson	Mgmt	For	For

13	To re-appoint Douglas McCallum	Mgmt	For	For

14	To re-appoint Alex Mahon	Mgmt	For	For

15	To re-appoint PricewaterhouseCoopers LLP as auditors	Mgmt	For	For

16	To authorise the Directors to determine the auditors’ remuneration	Mgmt	For	For

17	Authority for political donations and political expenditure	Mgmt	For	For

18	The Ocado Long-Term Incentive Plan	Mgmt	For	For

19	The Chairman’s Share Matching Award	Mgmt	Against	Against

20	Authority to allot shares	Mgmt	For	For

21	Authority to disapply pre-emption rights	Mgmt	For	For

22	Authority to purchase own shares	Mgmt	For	For

23	Notice of general meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series


ORIENT-EXPRESS HOTELS LTD.

Security:	G67743107	Agenda Number:	933824383

Ticker:	OEH	Meeting Type:	Annual

ISIN:	BMG677431071	Meeting Date:	6/28/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 HARSHA V. AGADI	Mgmt	For	For

	2 JOHN D. CAMPBELL	Mgmt	For	For

	3 ROLAND A. HERNANDEZ	Mgmt	For	For

	4 MITCHELL C. HOCHBERG	Mgmt	For	For

	5 RUTH A. KENNEDY	Mgmt	For	For

	6 PRUDENCE M. LEITH	Mgmt	For	For

	7 GEORG R. RAFAEL	Mgmt	For	For

	8 JOHN M. SCOTT III	Mgmt	For	For

2.	APPOINTMENT OF DELOITTE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX ACCOUNTING FIRM’S REMUNERATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


PALADIN ENERGY LTD.

Security:	Q7264T104	Agenda Number:	933699273

Ticker:	PALAF	Meeting Type:	Annual

ISIN:	AU000000PDN8	Meeting Date:	11/22/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	REMUNERATION REPORT	Mgmt	For	For

02	RE-ELECTION OF DIRECTOR - MR DONALD SHUMKA	Mgmt	For	For

03	RE-ELECTION OF DIRECTOR - MR PETER DONKIN	Mgmt	For	For

04	EMPLOYEE PERFORMANCE SHARE RIGHTS PLAN	Mgmt	For	For



05	CONTRACTOR PERFORMANCE SHARE RIGHTS PLAN	Mgmt	For	For

06	RATIFICATION OF ISSUE OF SECURITIES	Mgmt	For	For

07	RENEWAL OF THE COMPANY’S PROPORTIONAL TAKEOVER APPROVAL PROVISIONS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


PEBBLEBROOK HOTEL TRUST

Security:	70509V100	Agenda Number:	933628921

Ticker:	PEB	Meeting Type:	Annual

ISIN:	US70509V1008	Meeting Date:	7/10/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 JON E. BORTZ	Mgmt	For	For

	2 CYDNEY C. DONNELL	Mgmt	For	For

	3 RON E. JACKSON	Mgmt	For	For

	4 PHILLIP M. MILLER	Mgmt	For	For

	5 MICHAEL J. SCHALL	Mgmt	For	For

	6 EARL E. WEBB	Mgmt	For	For

	7 LAURA H. WRIGHT	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

3.	APPROVAL, BY ADVISORY AND NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


PEBBLEBROOK HOTEL TRUST

Security:	70509V100	Agenda Number:	933775326

Ticker:	PEB	Meeting Type:	Annual

ISIN:	US70509V1008	Meeting Date:	6/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1.	DIRECTOR

	1 JON E. BORTZ	Mgmt	For	For

	2 CYDNEY C. DONNELL	Mgmt	For	For

	3 RON E. JACKSON	Mgmt	For	For

	4 PHILLIP M. MILLER	Mgmt	For	For

	5 MICHAEL J. SCHALL	Mgmt	For	For

	6 EARL E. WEBB	Mgmt	For	For

	7 LAURA H. WRIGHT	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	APPROVAL, BY ADVISORY AND NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


PENSKE AUTOMOTIVE GROUP, INC.

Security:	70959W103	Agenda Number:	933761125

Ticker:	PAG	Meeting Type:	Annual

ISIN:	US70959W1036	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

1.	DIRECTOR

	1 JOHN D. BARR	Mgmt	For	For

	2 MICHAEL R. EISENSON	Mgmt	For	For

	3 ROBERT H. KURNICK, JR.	Mgmt	For	For

	4 WILLIAM J. LOVEJOY	Mgmt	For	For

	5 KIMBERLY J. MCWATERS	Mgmt	Withheld	Against

	6 YOSHIMI NAMBA	Mgmt	For	For

	7 LUCIO A. NOTO	Mgmt	For	For



	8 ROGER S. PENSKE	Mgmt	For	For

	9 RICHARD J. PETERS	Mgmt	For	For

	10 SANDRA E. PIERCE	Mgmt	For	For

	11 RONALD G. STEINHART	Mgmt	For	For

	12 H. BRIAN THOMPSON	Mgmt	Withheld	Against

2.	APPROVAL OF THE PENSKE AUTOMOTIVE GROUP, INC. 2012 EQUITY INCENTIVE PLAN.	Mgmt	For	For

3.	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

4.	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

5.	TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY POSTPONEMENT OR ADJOURNMENT THEREOF.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series


PETROLEUM GEO-SERVICES ASA, LYSAKER

Security:	R69628114	Agenda Number:	704443489

Ticker:		Meeting Type:	AGM

ISIN:	NO0010199151	Meeting Date:	5/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIA L OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting


CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.	Non-Voting

1	Approval of the calling notice and agenda	Mgmt	For	For

2	Election of person to countersign the minutes	Mgmt	For	For

3	Approval of the directors’ report and financial statements of Petroleum Geo-Services ASA and the group for 2012	Mgmt	For	For

4	Approval of dividends for 2012: NOK 1.65 per share is paid as dividend for 2012, constituting an aggregate dividend payment of NOK 359,369,995. The dividend will be paid to those who are shareholders at end of trading on 14 May 2013, and the shares will be trading exclusive dividend rights as of 15 May 2013	Mgmt	For	For

5	Approval of the auditor’s fee for 2012	Mgmt	For	For

6.1	Election of board of director: Francis Robert Gugen (Chairperson)	Mgmt	For	For

6.2	Election of board of director: Harald Norvik (Vice Chairperson)	Mgmt	For	For

6.3	Election of board of director: Daniel J. Piette	Mgmt	For	For

6.4	Election of board of director: Holly Van Deursen	Mgmt	For	For

6.5	Election of board of director: Annette Malm Justad	Mgmt	For	For



6.6	Election of board of director: Carol Bell	Mgmt	For	For

6.7	Election of board of director: Ingar Skaug	Mgmt	For	For

7.1	Nomination Committee - Election of member: Roger O’Neil (Chairperson)	Mgmt	For	For

7.2	Nomination Committee - Election of member: C. Maury Devine	Mgmt	For	For

7.3	Nomination Committee - Election of member: Hanne Harlem	Mgmt	For	For

8.1	Approval of the board members’ and nomination committee members’ fees: Motion to approve board members and nomination committee members’ fees	Mgmt	For	For

8.2	Approval of the board members’ and nomination committee members’ fees: Motion to approve the principles for the shareholder elected board members’ fees for the period 14 May 2013 to the annual general meeting 2014	Mgmt	For	For

8.3	Approval of the board members’ and nomination committee members’ fees: Motion to approve the principles for the fees for the members of the nomination committee for the period 14 May 2013 to the annual general meeting 2014	Mgmt	For	For

9	Authorization to acquire treasury shares	Mgmt	For	For

10	Statement from the board regarding remuneration principles for senior executives	Mgmt	For	For

11	Approval of performance based restricted stock plan	Mgmt	For	For

12.1	Motion to authorize the company’s board of directors to increase the share capital: General authorization to issue new shares	Mgmt	For	For

12.2	Motion to authorize the company’s board of directors to increase the share capital: Authorization to issue new shares in connection with existing share option programs	Mgmt	For	For



13	Motion to authorize the company’s board of directors to issue convertible loans	Mgmt	For	For

14	Indemnification of board of directors and CEO	Mgmt	For	For

15	Change of the company’s articles of association: With effect from 16 August 2013 section4 of the Company’s Article of Association shall be amended from: The Company’s domicile shall be in Baerum Municipality. To: The Company’s domicile shall be in Oslo Municipality	Mgmt	For	For

16	Corporate governance statement	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

POLYCOM, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: ANDREW M. MILLER	Mgmt	Against	Against

1.2	ELECTION OF DIRECTOR: BETSY S. ATKINS	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: DAVID G. DEWALT	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: JOHN A. KELLEY, JR.	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: D. SCOTT MERCER	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: WILLIAM A. OWENS	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: KEVIN T. PARKER	Mgmt	For	For



2.	TO APPROVE AN AMENDMENT TO POLYCOM’S 2011 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 10,500,000.	Mgmt	Against	Against

3.	TO APPROVE, BY A NON-BINDING ADVISORY VOTE, POLYCOM’S EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS POLYCOM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

REALPAGE, INC.



Security:	75606N109	Agenda Number:	933804115

Ticker:	RP	Meeting Type:	Annual

ISIN:	US75606N1090	Meeting Date:	5/31/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 STEPHEN T. WINN	Mgmt	For	For

	2 JASON A. WRIGHT	Mgmt	For	For

2.	PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

RENT-A-CENTER, INC.



Security:	76009N100	Agenda Number:	933756655

Ticker:	RCII	Meeting Type:	Annual

ISIN:	US76009N1000	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF CLASS III DIRECTOR: MITCHELL E. FADEL	Mgmt	For	For

1.2	ELECTION OF CLASS III DIRECTOR: PAULA STERN, PH.D.	Mgmt	For	For



2.	TO RATIFY THE AUDIT COMMITTEE’S APPOINTMENT OF KPMG LLP, REGISTERED INDEPENDENT ACCOUNTANTS, AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

3.	PROPOSAL TO ADOPT THE ADVISORY (NON-BINDING) RESOLUTION APPROVING EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ROFIN-SINAR TECHNOLOGIES INC.



Security:	775043102	Agenda Number:	933733695

Ticker:	RSTI	Meeting Type:	Annual

ISIN:	US7750431022	Meeting Date:	3/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CARL BAASEL	Mgmt	Withheld	Against

	2 GARY WILLIS	Mgmt	Withheld	Against

	3 DANIEL SMOKE	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE & TOUCHE LLP.	Mgmt	For	For

3.	PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

SEATTLE GENETICS, INC.



Security:	812578102	Agenda Number:	933782268

Ticker:	SGEN	Meeting Type:	Annual

ISIN:	US8125781026	Meeting Date:	5/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MARC E. LIPPMAN, M.D.	Mgmt	For	For

	2 FRANKLIN M. BERGER	Mgmt	For	For

	3 DANIEL G. WELCH	Mgmt	For	For



2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

SELECT COMFORT CORPORATION



Security:	81616X103	Agenda Number:	933768434

Ticker:	SCSS	Meeting Type:	Annual

ISIN:	US81616X1037	Meeting Date:	5/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: MICHAEL J. HARRISON	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: SHELLY R. IBACH	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: DAVID T. KOLLAT	Mgmt	For	For

2.	VOTE ON A PROPOSED AMENDMENT TO THE SELECT COMFORT CORPORATION AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE BY 4,500,000 SHARES.	Mgmt	Against	Against

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

4.	ADVISORY VOTE ON THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

SHUTTERFLY, INC.



Security:	82568P304	Agenda Number:	933782321

Ticker:	SFLY	Meeting Type:	Annual

ISIN:	US82568P3047	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ERIC J. KELLER	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: NANCY J. SCHOENDORF	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MICHAEL P. ZEISSER	Mgmt	For	For

2.	TO APPROVE THE AMENDMENT OF SHUTTERFLY’S 2006 EQUITY INCENTIVE PLAN SUCH THAT THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER WILL INCREASE BY1, 200,000 SHARES ON JANUARY 1, 2014 AND JANUARY 1, 2015.	Mgmt	Against	Against

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF SHUTTERFLY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS SHUTTERFLY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

SINOTRANS SHIPPING LTD



Security:	Y8014Y105	Agenda Number:	704354567

Ticker:		Meeting Type:	AGM

ISIN:	HK0368041528	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED THE SAME AS A “TAKE NO ACTION” VOTE.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/ sehk/2013/0327/LTN20130327948.pdf http://www.hkexnews.hk/listedco/listconews/ sehk/2013/0327/LTN20130327932.pdf	Non-Voting

1	To receive and consider the audited Financial Statements, the Report of the Directors and the Independent Auditor’s Report for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend of HKD 0.01 per share for the year ended 31 December 2012	Mgmt	For	For



3	To authorise the Board to fix the Directors’ remuneration	Mgmt	For	For

4	To re-appoint Messrs. PricewaterhouseCoopers as Auditor and to authorise the Board to fix their remuneration	Mgmt	For	For

5.1	To approve a general mandate to be given to Directors to repurchase shares) as more fully described in the notice of the Annual General Meeting	Mgmt	For	For

5.2	To approve a general mandate to be given to Directors to issue shares) as more fully described in the notice of the Annual General Meeting	Mgmt	Against	Against

5.3	To approve an extension of general mandate to be given to Directors to issue shares) as more fully described in the notice of the Annual General Meeting	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 17 MAY 2013 TO 16 MAY 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Small Cap Series

SONIC AUTOMOTIVE, INC.



Security:	83545G102	Agenda Number:	933768181

Ticker:	SAH	Meeting Type:	Annual

ISIN:	US83545G1022	Meeting Date:	4/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 O. BRUTON SMITH	Mgmt	For	For

	2 B. SCOTT SMITH	Mgmt	For	For

	3 DAVID BRUTON SMITH	Mgmt	For	For

	4 WILLIAM I. BELK	Mgmt	Withheld	Against

	5 WILLIAM R. BROOKS	Mgmt	For	For

	6 VICTOR H. DOOLAN	Mgmt	Withheld	Against

	7 ROBERT HELLER	Mgmt	Withheld	Against



	8 ROBERT L. REWEY	Mgmt	For	For

	9 DAVID C. VORHOFF	Mgmt	Withheld	Against

2.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, SONIC’S EXECUTIVE COMPENSATION AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	Against	Against

3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SONIC’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

SPIRIT AIRLINES INC.



Security:	848577102	Agenda Number:	933807628

Ticker:	SAVE	Meeting Type:	Annual

ISIN:	US8485771021	Meeting Date:	6/12/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 B. BEN BALDANZA	Mgmt	For	For

	2 CARLTON D. DONAWAY	Mgmt	For	For

	3 DAVID G. ELKINS	Mgmt	For	For

	4 HORACIO SCAPPARONE	Mgmt	For	For

2.	TO RATIFY THE SELECTION, BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS, OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO EXECUTIVE COMPENSATION DISCLOSURE RULES UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

STARZ



Security:	85571Q102	Agenda Number:	933815473

Ticker:	STRZA	Meeting Type:	Annual

ISIN:	US85571Q1022	Meeting Date:	6/6/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 GREGORY B. MAFFEI	Mgmt	For	For

	2 IRVING L. AZOFF	Mgmt	For	For

	3 SUSAN M. LYNE	Mgmt	For	For

2.	THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.	Mgmt	1 Year	Against

4.	A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECAPITALIZE THE COMPANY BY DELETING THE PROVISIONS RELATING TO OUR COMPANY’S CAPITAL AND STARZ TRACKING STOCK GROUPS.	Mgmt	For	For

5.	A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECAPITALIZE OUR COMPANY BY CREATING A NEW CLASS OF OUR COMPANY’S COMMON STOCK, WHICH IS DIVIDED INTO THREE SERIES.	Mgmt	For	For

6.	A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECLASSIFY EACH SHARE OF EACH SERIES OF OUR COMPANY’S EXISTING LIBERTY CAPITAL COMMON STOCK INTO ONE SHARE OF THE CORRESPONDING SERIES OF OUR COMPANY’S COMMON STOCK.	Mgmt	For	For

7.	A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO MAKE CERTAIN CONFORMING CHANGES AS A RESULT OF THE CHARTER PROPOSALS.	Mgmt	For	For

8.	A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

TESLA MOTORS, INC.



Security:	88160R101	Agenda Number:	933800117

Ticker:	TSLA	Meeting Type:	Annual

ISIN:	US88160R1014	Meeting Date:	6/4/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 BRAD BUSS	Mgmt	Withheld	Against

	2 IRA EHRENPREIS	Mgmt	Withheld	Against

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS TESLA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

THORATEC CORPORATION



Security:	885175307	Agenda Number:	933780531

Ticker:	THOR	Meeting Type:	Annual

ISIN:	US8851753074	Meeting Date:	5/22/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 NEIL F. DIMICK	Mgmt	Withheld	Against

	2 GERHARD F. BURBACH	Mgmt	For	For

	3 J. DANIEL COLE	Mgmt	For	For

	4 STEVEN H. COLLIS	Mgmt	For	For

	5 D. KEITH GROSSMAN	Mgmt	For	For

	6 WILLIAM A. HAWKINS	Mgmt	For	For

	7 PAUL A. LAVIOLETTE	Mgmt	For	For

	8 DANIEL M. MULVENA	Mgmt	For	For

	9 TODD C. SCHERMERHORN	Mgmt	For	For

2.	APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

3.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR ITS FISCAL YEAR ENDING DECEMBER 28, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

TITAN INTERNATIONAL, INC.



Security:	88830M102	Agenda Number:	933771114

Ticker:	TWI	Meeting Type:	Annual

ISIN:	US88830M1027	Meeting Date:	5/16/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MAURICE TAYLOR, JR.	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF GRANT THORNTON LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013	Mgmt	For	For

3.	TO APPROVE TITAN INTERNATIONAL, INC. SHORT-TERM INCENTIVE PLAN	Mgmt	For	For

4.	TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

TOOTSIE ROLL INDUSTRIES, INC.



Security:	890516107	Agenda Number:	933756047

Ticker:	TR	Meeting Type:	Annual

ISIN:	US8905161076	Meeting Date:	5/6/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 MELVIN J. GORDON	Mgmt	For	For

	2 ELLEN R. GORDON	Mgmt	For	For

	3 LANA JANE LEWIS-BRENT	Mgmt	Withheld	Against

	4 BARRE A. SEIBERT	Mgmt	Withheld	Against

	5 RICHARD P. BERGEMAN	Mgmt	Withheld	Against

2.	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

TRICAN WELL SERVICE LTD.



Security:	895945103	Agenda Number:	933774487

Ticker:	TOLWF	Meeting Type:	Annual and Special

ISIN:	CA8959451037	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO SET THE NUMBER OF DIRECTORS OF THE COMPANY AT NINE (9).	Mgmt	For	For

02	DIRECTOR

	1 KENNETH M. BAGAN	Mgmt	For	For

	2 G. ALLEN BROOKS	Mgmt	For	For

	3 MURRAY L. COBBE	Mgmt	For	For

	4 DALE M. DUSTERHOFT	Mgmt	For	For

	5 DONALD R. LUFT	Mgmt	For	For

	6 KEVIN L. NUGENT	Mgmt	For	For

	7 ALEXANDER J. POURBAIX	Mgmt	For	For

	8 DOUGLAS F. ROBINSON	Mgmt	For	For

	9 DEAN E. TAYLOR	Mgmt	For	For

03	THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH.	Mgmt	For	For

04	TO APPROVE ALL UNALLOCATED STOCK OPTIONS UNDER THE COMPANY’S STOCK OPTION PLAN.	Mgmt	For	For

05	TO APPROVE ALL UNALLOCATED PERFORMANCE UNITS UNDER THE COMPANY’S PERFORMANCE SHARE UNIT PLAN.	Mgmt	Against	Against

06	TO APPROVE THE AMENDED AND RESTATED BY-LAW NUMBER 1 OF THE COMPANY.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


TRONOX LIMITED

Security:	Q9235V101	Agenda Number:	933827834

Ticker:	TROX	Meeting Type:	Annual

ISIN:	AU000XINEOA7	Meeting Date:	5/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 THOMAS CASEY	Mgmt	For	For

	2 ANDREW P. HINES	Mgmt	For	For

	3 WAYNE A. HINMAN	Mgmt	For	For

	4 ILAN KAUFTHAL	Mgmt	For	For

	5 JEFFRY N. QUINN	Mgmt	For	For

	6 PETER JOHNSTON	Mgmt	For	For

2.	TO APPROVE THE TRONOX LIMITED ANNUAL PERFORMANCE BONUS PLAN.	Mgmt	For	For

3.	TO APPROVE THE APPOINTMENT OF THE TRONOX LIMITED INDEPENDENT REGISTERED PUBLIC AUDITOR, WHO WILL SERVE UNTIL THAT AUDITOR RESIGNS OR IS REMOVED.	Mgmt	For	For

4.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (THE “SAY-ON-PAY VOTE”).	Mgmt	For	For

5.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF THE SAY-ON-PAY VOTE.	Mgmt	1 Year	For

Manning & Napier Fund, Inc. Small Cap Series


VALASSIS COMMUNICATIONS, INC.

Security:	918866104	Agenda Number:	933775542

Ticker:	VCI	Meeting Type:	Annual

ISIN:	US9188661048	Meeting Date:	5/3/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: JOSEPH B. ANDERSON, JR.	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: KENNETH V. DARISH	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: ROBERT A. MASON	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: ROBERT L. RECCHIA	Mgmt	Against	Against



1.5	ELECTION OF DIRECTOR: THOMAS J. REDDIN	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: ALAN F. SCHULTZ	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: WALLACE S. SNYDER	Mgmt	For	For

1.8	ELECTION OF DIRECTOR: LUIS A. UBINAS	Mgmt	For	For

1.9	ELECTION OF DIRECTOR: AMBASSADOR FAITH WHITTLESEY	Mgmt	For	For

2.	PROPOSAL TO APPROVE THE AMENDED AND RESTATED VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN.	Mgmt	For	For

3.	PROPOSAL TO APPROVE THE AMENDED AND RESTATED VALASSIS COMMUNICATIONS, INC. 2008 SENIOR EXECUTIVES BONUS PLAN.	Mgmt	For	For

4.	PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

5.	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

6.	APPROVE ANY ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ANY OR ALL OF FOREGOING PROPOSALS IF THERE ARE NOT SUFFICIENT VOTES.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


VELTI PLC

Security:	G93285107	Agenda Number:	933662012

Ticker:	VELT	Meeting Type:	Annual

ISIN:	JE00B41PDC45	Meeting Date:	7/25/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE COMPANY’S ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011 TOGETHER WITH THE AUDITORS’ REPORT ON THOSE ACCOUNTS.	Mgmt	For	For



2.	TO ELECT PHOKION POTAMIANOS AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

3.	TO ELECT MARI BAKER AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	TO RE-ELECT NICHOLAS P. NEGROPONTE AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

5.	TO RE-ELECT ALEX MOUKAS AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

6.	TO RE-APPOINT BAKER TILLY VIRCHOW KRAUSE, LLP AS AUDITORS OF THE COMPANY.	Mgmt	For	For

7.	TO AUTHORIZE THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITORS.	Mgmt	For	For

8.	TO APPROVE THE PROPOSED AMENDMENTS TO THE VELTI PLC 2009 US EMPLOYEE SHARE INCENTIVE PLAN.	Mgmt	Against	Against

9.	TO APPROVE THE PROPOSED AMENDMENTS TO THE VELTI PLC 2009 US NON-EMPLOYEE SHARE INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series


WABASH NATIONAL CORPORATION

Security:	929566107	Agenda Number:	933786634

Ticker:	WNC	Meeting Type:	Annual

ISIN:	US9295661071	Meeting Date:	5/16/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: RICHARD J. GIROMINI	Mgmt	For	For

1.2	ELECTION OF DIRECTOR: MARTIN C. JISCHKE	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: JAMES D. KELLY	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: JOHN E. KUNZ	Mgmt	For	For


1.5	ELECTION OF DIRECTOR: LARRY J. MAGEE	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: ANN D. MURTLOW	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: SCOTT K. SORENSEN	Mgmt	For	For

2.	TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS.	Mgmt	For	For

3.	TO RATIFY THE APPOINTMENT OF ERNST& YOUNG LLP AS WABASH NATIONAL CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

WESTPORT INNOVATIONS INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 JOHN A. BEAULIEU	Mgmt	For	For

	2 WARREN J. BAKER	Mgmt	Withheld	Against

	3 M.A. (JILL) BODKIN	Mgmt	For	For

	4 DAVID R. DEMERS	Mgmt	For	For

	5 NANCY S. GOUGARTY	Mgmt	For	For

	6 PHILIP B. HODGE	Mgmt	For	For

	7 DEZSÖ J. HORVÁTH	Mgmt	For	For

	8 DOUGLAS R. KING	Mgmt	For	For

	9 ALBERT T. MARINGER	Mgmt	For	For

	10 GOTTFRIED (GUFF) MUENCH	Mgmt	For	For


02	APPOINTMENT OF KPMG LLP AS AUDITORS OF THE CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Mgmt	For	For

03	TO APPROVE THE AMENDMENT OF THE CORPORATION’S OMNIBUS INCENTIVE PLAN TO PROVIDE FOR AN INCREASE IN THE NUMBER OF AWARDS AVAILABLE FOR ISSUANCE THEREUNDER AS DESCRIBED IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED FEBRUARY 28, 2013 AND ACCOMPANYING THIS VOTING INSTRUCTION FORM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

WIRECARD AG, GRASBRUNN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 30 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05 JUN 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting


1.	Presentation of the adopted annual financial statements and the approved consolidated financial statements as of 31 December 2012, as well as the management reports for the Company and the Group, the report of the Supervisory Board and the explanatory report by the Management Board on the disclosures of relevance for takeover purposes for the fiscal year 2012	Non-Voting

2.	Resolution on the appropriation of the profit of the fiscal year 2012	Mgmt	For	For

3.	Resolution on the ratification of the acts of the members of the Management Board during the fiscal year 2012	Mgmt	For	For

4.	Resolution on the ratification of the acts of the members of the Supervisory Board during the fiscal year 2012	Mgmt	For	For

5.	Election of the auditor of the financial statements and the Consolidated financial statements for the fiscal year 2013: Ernst & Young GmbHWirtschaftsprufungsgesellschaft, Munich	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

WUXI PHARMATECH (CAYMAN) INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	XUESONG (JEFF) LENG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	For	For

02	ZHAOHUI ZHANG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

03	NING ZHAO BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS MAY ONLY ATTEND THE SHAREHOLDERS’ MEETING IF THEY HOLD VOTING RIGHTS OF A MINIMUM OF 400 SHARES WHICH CORRESPOND TO ONE VOTING RIGHT.	Non-Voting

1	To resolve on the ratification of the co-optation of Directors	Mgmt	For	For

2	To resolve, under the terms and for the purposes of Article 100(2) of the Portuguese Companies Code, on: I-the approval of the Merger Project, and its schedules, regarding the merger by incorporation of Optimus-SGPS, S.A. into ZON Multimedia, dated 21 January 2013, and ii-the increase of the registered share capital of ZON Multimedia, as a result of the merger, from EUR 3.090.968,28 (three million, ninety thousand, nine hundred and sixty-eight Euros and twenty-eight cents) to EUR 5.151.613,80 (five million, one hundred and fifty-one thousand, six hundred and thirteen Euros and eighty cents), as well as the modification of the corporate name of the Company, and consequent amendment of Article 1 and Article 4(1) and (2), both of the Articles of Association	Mgmt	Against	Against

3	To resolve on the granting of powers to any two members of the Executive Committee of the Company to, on behalf and in representation of the same, implement the resolutions adopted in this meeting	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS.	Non-Voting

1	Accept Financial Statements and Statutory Reports for Fiscal 2012	Mgmt	For	For

2	Approve Allocation of Income and Dividends	Mgmt	For	For

3	Approve Discharge of Management and Supervisory Board	Mgmt	For	For

4	Approve Remuneration Policy	Mgmt	For	For

5	Authorize Repurchase and Reissuance of Shares	Mgmt	For	For

6	Elect Corporate Bodies	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 17 APR 2013 TO 16 APR 2013 AND MEETING TIME FROM 10:00 TO 17:00. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Technology Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report


Meeting Date Range:	01-Jul-2012 - 30-Jun-2013	Report Date:	7/24/2013
			Page 1 of 49

Manning & Napier Fund, Inc. Technology Series

AMAZON.COM, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JEFFREY P. BEZOS	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: TOM A. ALBERG	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: JOHN SEELY BROWN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: WILLIAM B. GORDON	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: JAMIE S. GORELICK	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ALAIN MONIE	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: THOMAS O. RYDER	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS	Mgmt	For	For

3.	SHAREHOLDER PROPOSAL REGARDING A REPORT CONCERNING CORPORATE POLITICAL CONTRIBUTIONS	Shr	For	Against

Manning & Napier Fund, Inc. Technology Series

AMDOCS LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVE THE INSTITUTION OF A QUARTERLY CASH DIVIDEND PROGRAM.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

AMDOCS LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ROBERT A. MINICUCCI	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ADRIAN GARDNER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: JOHN T. MCLENNAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: SIMON OLSWANG	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: ZOHAR ZISAPEL	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: JULIAN A. BRODSKY	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ELI GELMAN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JAMES S. KAHAN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: RICHARD T.C. LEFAVE	Mgmt	For	For


1J.	ELECTION OF DIRECTOR: NEHEMIA LEMELBAUM	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: GIORA YARON	Mgmt	For	For

2.	APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2012.	Mgmt	For	For

3.	RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

APPLE INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM CAMPBELL	Mgmt	For	For

	2 TIMOTHY COOK	Mgmt	For	For

	3 MILLARD DREXLER	Mgmt	For	For

	4 AL GORE	Mgmt	For	For

	5 ROBERT IGER	Mgmt	For	For

	6 ANDREA JUNG	Mgmt	For	For

	7 ARTHUR LEVINSON	Mgmt	For	For

	8 RONALD SUGAR	Mgmt	For	For

2.	AMENDMENT OF APPLE’S RESTATED ARTICLES OF INCORPORATION TO (I) ELIMINATE CERTAIN LANGUAGE RELATING TO TERM OF OFFICE OF DIRECTORS IN ORDER TO FACILITATE THE ADOPTION OF MAJORITY VOTING FOR ELECTION OF DIRECTORS, (II) ELIMINATE “BLANK CHECK” PREFERRED STOCK, (III) ESTABLISH A PAR VALUE FOR COMPANY’S COMMON STOCK OF $0.00001 PER SHARE AND (IV) MAKE OTHER CHANGES.	Mgmt	For	For


3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

4.	A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

5.	A SHAREHOLDER PROPOSAL ENTITLED “EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”	Shr	Against	For

6.	A SHAREHOLDER PROPOSAL ENTITLED “BOARD COMMITTEE ON HUMAN RIGHTS.”	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

AUTODESK, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: CARL BASS	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: CRAWFORD W. BEVERIDGE	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: J. HALLAM DAWSON	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: THOMAS GEORGENS	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: PER-KRISTIAN HALVORSEN	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: MARY T. MCDOWELL	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: LORRIE M. NORRINGTON	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: STACY J. SMITH	Mgmt	For	For


1I.	ELECTION OF DIRECTOR: STEVEN M. WEST	Mgmt	For	For

2.	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS AUTODESK, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2014.	Mgmt	For	For

3.	APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF AUTODESK, INC.’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

CAP GEMINI SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON- RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0403/2013040313011 04.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal-officiel.gouv.fr/pdf/2013/0506/2013050613018 96.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For


O.3	Regulated agreements	Mgmt	For	For

O.4	Allocation of income and dividend	Mgmt	For	For

O.5	Renewal of term of Mr. Daniel Bernard as Board member	Mgmt	For	For

O.6	Renewal of term of Mr. Bernard Liautaud as Board member	Mgmt	For	For

O.7	Renewal of term of Mr. Pierre Pringuet as Board member	Mgmt	For	For

O.8	Authorization for the implementation of a share repurchase program allowing the Company to repurchase its own shares for an 18-month period within the limit of a maximum number of shares equal to 10% of share capital, for a maximum total amount of EUR 970 million at a maximum price of EUR 55.00 per share	Mgmt	For	For

E.9	Authorization granted to the Board of Directors for a 24-month period to cancel shares repurchased by the Company under share repurchase programs	Mgmt	For	For

E.10	Authorization granted to the Board of Directors for an 18-month period to carry out within the limit of 1% of capital, the allocation of performance shares existing or to be issued (and, in this case carrying full waiver by shareholders of their preferential subscription rights in favor of allocation beneficiaries) to employees of the staff and corporate officers of the Company and French and foreign subsidiaries	Mgmt	For	For

E.11	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

CERNER CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: GERALD E. BISBEE, JR., PH.D	Mgmt	For	For


1B.	ELECTION OF DIRECTOR: DENIS A. CORTESE, M.D.	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: LINDA M. DILLMAN	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CERNER CORPORATION FOR 2013.	Mgmt	For	For

3.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

4.	AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION REPEALING THE CLASSIFICATION OF OUR BOARD OF DIRECTORS.	Mgmt	For	For

5.	AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

COMSCORE, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM J. HENDERSON	Mgmt	For	For

	2 RONALD J. KORN	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS IN 2011.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

DIRECTV


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: NEIL AUSTRIAN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: RALPH BOYD, JR.	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: ABELARDO BRU	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: DAVID DILLON	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, JR.	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: DIXON DOLL	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: CHARLES LEE	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: PETER LUND	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: NANCY NEWCOMB	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: LORRIE NORRINGTON	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: MICHAEL WHITE	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	Against	Against

3.	AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES.	Mgmt	For	For


4.	SHAREHOLDER PROPOSAL TO PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL.	Shr	Against	For

5.	SHAREHOLDER PROPOSAL TO REQUIRE THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY.	Shr	For	Against

6.	SHAREHOLDER PROPOSAL TO GRANT A RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT.	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

EMC CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: MICHAEL W. BROWN	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: RANDOLPH L. COWEN	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: GAIL DEEGAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JAMES S. DISTASIO	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: JOHN R. EGAN	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: EDMUND F. KELLY	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: JAMI MISCIK	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: WINDLE B. PRIEM	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: PAUL SAGAN	Mgmt	For	For


1J.	ELECTION OF DIRECTOR: DAVID N. STROHM	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: JOSEPH M. TUCCI	Mgmt	For	For

2.	RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Mgmt	For	For

3.	ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Mgmt	Against	Against

4.	APPROVAL OF THE EMC CORPORATION AMENDED AND RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Mgmt	For	For

5.	APPROVAL OF THE EMC CORPORATION AMENDED AND RESTATED 1989 EMPLOYEE STOCK PURCHASE PLAN, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Mgmt	For	For

6.	APPROVAL OF AMENDMENTS TO EMC’S ARTICLES OF ORGANIZATION AND BYLAWS TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT BY LESS THAN UNANIMOUS APPROVAL, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Mgmt	For	For

7.	TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS, AS DESCRIBED IN EMC’S PROXY STATEMENT.	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

GOOGLE INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 LARRY PAGE	Mgmt	For	For

	2 SERGEY BRIN	Mgmt	For	For


	3 ERIC E. SCHMIDT	Mgmt	For	For

	4 L. JOHN DOERR	Mgmt	For	For

	5 DIANE B. GREENE	Mgmt	For	For

	6 JOHN L. HENNESSY	Mgmt	For	For

	7 ANN MATHER	Mgmt	For	For

	8 PAUL S. OTELLINI	Mgmt	For	For

	9 K. RAM SHRIRAM	Mgmt	For	For

	10 SHIRLEY M. TILGHMAN	Mgmt	For	For

2.	THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING.	Shr	Against	For

4.	A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.	Shr	For	Against

5.	A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING.	Shr	Against	For

6.	A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING.	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

HOMEAWAY, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 BRIAN H. SHARPLES	Mgmt	For	For


	2 CHARLES (“LANNY”) BAKER	Mgmt	For	For

	3 TINA B. SHARKEY	Mgmt	For	For

2.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

INFINERA CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 KENNETH A. GOLDMAN	Mgmt	For	For

	2 CARL REDFIELD	Mgmt	For	For

	3 MARK A. WEGLEITNER	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013.	Mgmt	For	For

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

JUNIPER NETWORKS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: PRADEEP SINDHU	Mgmt	For	For

1B	ELECTION OF DIRECTOR: ROBERT M. CALDERONI	Mgmt	For	For

1C	ELECTION OF DIRECTOR: WILLIAM F. MEEHAN	Mgmt	For	For



02	RATIFICATION OF ERNST & YOUNG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS.	Mgmt	For	For

03	APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

LINKEDIN CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 A. GEORGE “SKIP” BATTLE	Mgmt	For	For

	2 MICHAEL J. MORITZ	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF LINKEDIN CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

LOGMEIN, INC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: GREGORY W. HUGHES	Mgmt	Against	Against

1.2	ELECTION OF DIRECTOR: IRFAN SALIM	Mgmt	Against	Against

1.3	ELECTION OF DIRECTOR: HILARY A. SCHNEIDER	Mgmt	For	For

2.	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For



3.	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF LOGMEIN’S 2009 STOCK INCENTIVE PLAN THAT WILL INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE PLAN BY AN ADDITIONAL 1,400,000 SHARES.	Mgmt	Against	Against

4.	ADVISORY VOTE FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Technology Series

MONSANTO COMPANY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: DAVID L. CHICOINE, PH.D.	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ARTHUR H. HARPER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: GWENDOLYN S. KING	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: JON R. MOELLER	Mgmt	For	For

2.	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.	Mgmt	For	For

3.	ADVISORY, (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD.	Mgmt	For	For

5.	SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS.	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

POLYCOM, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: ANDREW M. MILLER	Mgmt	Against	Against

1.2	ELECTION OF DIRECTOR: BETSY S. ATKINS	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: DAVID G. DEWALT	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: JOHN A. KELLEY, JR.	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: D. SCOTT MERCER	Mgmt	For	For

1.6	ELECTION OF DIRECTOR: WILLIAM A. OWENS	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: KEVIN T. PARKER	Mgmt	For	For

2.	TO APPROVE AN AMENDMENT TO POLYCOM’S 2011 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 10,500,000.	Mgmt	Against	Against

3.	TO APPROVE, BY A NON-BINDING ADVISORY VOTE, POLYCOM’S EXECUTIVE COMPENSATION.	Mgmt	For	For

4.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS POLYCOM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

POLYPORE INTERNATIONAL INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CHARLES L. COONEY	Mgmt	For	For

	2 DAVID A. ROBERTS	Mgmt	For	For

	3 ROBERT B. TOTH	Mgmt	For	For

2.	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Mgmt	For	For

3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

QUALCOMM INCORPORATED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: BARBARA T. ALEXANDER	Mgmt	Against	Against

1B	ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK	Mgmt	For	For

1C	ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE	Mgmt	For	For

1D	ELECTION OF DIRECTOR: SUSAN HOCKFIELD	Mgmt	For	For

1E	ELECTION OF DIRECTOR: THOMAS W. HORTON	Mgmt	For	For

1F	ELECTION OF DIRECTOR: PAUL E. JACOBS	Mgmt	For	For

1G	ELECTION OF DIRECTOR: SHERRY LANSING	Mgmt	For	For

1H	ELECTION OF DIRECTOR: DUANE A. NELLES	Mgmt	For	For



1I	ELECTION OF DIRECTOR: FRANCISCO ROS	Mgmt	For	For

1J	ELECTION OF DIRECTOR: BRENT SCOWCROFT	Mgmt	For	For

1K	ELECTION OF DIRECTOR: MARC I. STERN	Mgmt	For	For

02	TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE RESERVE BY 90,000,000 SHARES.	Mgmt	For	For

03	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 29, 2013.	Mgmt	For	For

04	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

REALPAGE, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 STEPHEN T. WINN	Mgmt	For	For

	2 JASON A. WRIGHT	Mgmt	For	For

2.	PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

RIVERBED TECHNOLOGY, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MARK A. FLOYD	Mgmt	For	For



1.2	ELECTION OF DIRECTOR: CHRISTOPHER J. SCHAEPE	Mgmt	For	For

2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF RIVERBED TECHNOLOGY, INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

3.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

4.	TO APPROVE AN AMENDMENT TO OUR 2006 EMPLOYEE STOCK PURCHASE PLAN (THE “ESPP”) TO INCREASE THE NUMBER OF AUTHORIZED SHARES AVAILABLE FOR GRANT UNDER THE ESPP.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

ROFIN-SINAR TECHNOLOGIES INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 CARL BAASEL	Mgmt	Withheld	Against

	2 GARY WILLIS	Mgmt	Withheld	Against

	3 DANIEL SMOKE	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE & TOUCHE LLP.	Mgmt	For	For

3.	PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

SHUTTERFLY, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ERIC J. KELLER	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: NANCY J. SCHOENDORF	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: MICHAEL P. ZEISSER	Mgmt	For	For

2.	TO APPROVE THE AMENDMENT OF SHUTTERFLY’S 2006 EQUITY INCENTIVE PLAN SUCH THAT THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER WILL INCREASE BY 1,200,000 SHARES ON JANUARY 1, 2014 AND JANUARY 1, 2015.	Mgmt	Against	Against

3.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF SHUTTERFLY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS SHUTTERFLY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

TENCENT HOLDINGS LTD, GEORGE TOWN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281202.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281196.pdf	Non-Voting

1	To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend	Mgmt	For	For



3.i.a	To re-elect Mr Zhang Zhidong as director	Mgmt	For	For

3.i.b	To re-elect Mr Ian Charles Stone as director	Mgmt	For	For

3.i.c	To re-elect Mr Jacobus Petrus Bekker as director	Mgmt	For	For

3.ii	To authorise the Board of Directors to fix the Directors’ remuneration	Mgmt	For	For

4	To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to issue new shares (Ordinary Resolution 5 as set out in the notice of the AGM)	Mgmt	Against	Against

6	To grant a general mandate to the Directors to repurchase shares (Ordinary Resolution 6 as set out in the notice of the AGM)	Mgmt	For	For

7	To extend the general mandate to issue new shares by adding the number of shares repurchased (Ordinary Resolution 7 as set out in the notice of the AGM)	Mgmt	Against	Against

Manning & Napier Fund, Inc. Technology Series

TESLA MOTORS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR

	1 BRAD BUSS	Mgmt	Withheld	Against

	2 IRA EHRENPREIS	Mgmt	Withheld	Against

2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS TESLA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

VELTI PLC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE COMPANY’S ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011 TOGETHER WITH THE AUDITORS’ REPORT ON THOSE ACCOUNTS.	Mgmt	For	For

2.	TO ELECT PHOKION POTAMIANOS AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

3.	TO ELECT MARI BAKER AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	TO RE-ELECT NICHOLAS P. NEGROPONTE AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

5.	TO RE-ELECT ALEX MOUKAS AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

6.	TO RE-APPOINT BAKER TILLY VIRCHOW KRAUSE, LLP AS AUDITORS OF THE COMPANY.	Mgmt	For	For

7.	TO AUTHORIZE THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITORS.	Mgmt	For	For

8.	TO APPROVE THE PROPOSED AMENDMENTS TO THE VELTI PLC 2009 US EMPLOYEE SHARE INCENTIVE PLAN.	Mgmt	Against	Against

9.	TO APPROVE THE PROPOSED AMENDMENTS TO THE VELTI PLC 2009 US NON-EMPLOYEE SHARE INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

VERIFONE SYSTEMS, INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 ROBERT W. ALSPAUGH	Mgmt	For	For

	2 DR. LESLIE G. DENEND	Mgmt	For	For



	3 ALEX W. HART	Mgmt	For	For

	4 ROBERT B. HENSKE	Mgmt	For	For

	5 RICHARD A. MCGINN	Mgmt	For	For

	6 WENDA HARRIS MILLARD	Mgmt	For	For

	7 EITAN RAFF	Mgmt	For	For

	8 JEFFREY E. STIEFLER	Mgmt	For	For

2.	TO APPROVE AN AMENDMENT TO THE VERIFONE 2006 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED THEREUNDER.	Mgmt	For	For

3.	TO HOLD AN ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

4.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS VERIFONE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING OCTOBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

PROXY VOTING RECORD

7/1/12-6/30/13

Investment Company Report


Meeting Date Range:	01-Jul-2012 - 30-Jun-2013	Report Date:	7/24/2013
			Page 1 of 288

Manning & Napier Fund, Inc. World Opportunities Series

ACCOR SA, COURCOURONNES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0318/2013031813007 97.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0405/2013040513011 25.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year, 2012	Mgmt	For	For

O.3	Allocation of income and distribution of the dividend	Mgmt	For	For

O.4	Renewal of term of Mrs. Sophie Gasperment as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Patrick Sayer as Board member	Mgmt	Against	Against

O.6	Appointment of Mr. Nadra Moussalem as Board member	Mgmt	Against	Against

O.7	Renewal of term of Deloitte & Associes as principal Statutory Auditor	Mgmt	For	For

O.8	Renewal of term of Ernst & Young et Autres as principal Statutory Auditor	Mgmt	For	For

O.9	Renewal of term of Beas SARL as deputy Statutory Auditor	Mgmt	For	For

O.10	Renewal of term of Auditex as deputy Statutory Auditor	Mgmt	For	For

O.11	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For

E.12	Authorization to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.13	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital while maintaining preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital with cancellation of preferential subscription rights by public offering	Mgmt	For	For


E.15	Delegation of authority to the Board of Directors to carry out capital increases by issuing shares or securities giving access to share capital with cancellation of preferential subscription rights through reserved offer	Mgmt	For	For

E.16	Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase with or without preferential subscription rights	Mgmt	For	For

E.17	Delegation of powers to the Board of Directors to carry out capital increases by issuing shares or securities, in consideration for in-kind contributions granted to the Company	Mgmt	For	For

E.18	Delegation of powers to the Board of Directors to carry out capital increases by incorporation of reserves, profits or premiums	Mgmt	For	For

E.19	Limitation of the total amount of capital increases that may be carried out pursuant to previous delegations	Mgmt	For	For

E.20	Delegation of authority to the Board of Directors to issue shares or securities giving access to share capital in favor of employees who are members of a Company Savings Plan	Mgmt	For	For

E.21	Authorization to the Board of Directors to grant share subscription or purchase options to employees and corporate officers	Mgmt	Against	Against

E.22	Authorization to the Board of Directors to carry out free allocations of shares to employees and corporate officers	Mgmt	Against	Against

E.23	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ADECCO SA, CHESEREX


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 168803 INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

1.1	Approval of the Annual Report 2012	Mgmt	For	For

1.2	Advisory Vote on the Remuneration Report 2012	Mgmt	For	For

2.1	Appropriation of Available Earnings 2012	Mgmt	For	For

2.2	Allocation of the Reserve from Capital Contributions to Free Reserves and Distribution of Dividend	Mgmt	For	For

3	Granting of Discharge to the Members of the Board of Directors	Mgmt	For	For

4.1	Re-elect Mr Rolf Dorig as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

4.2	Re-elect Mr Dominique-Jean Chertier as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For


4.3	Re-elect Mr Alexander Gut as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

4.4	Re-elect Mr Andreas Jacobs as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

4.5	Re-elect Mr Didier Lamouche as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	Against	Against

4.6	Re-elect Mr Thomas O’Neill as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

4.7	Re-elect Mr David Prince as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

4.8	Re-elect Ms Wanda Rapaczynski as member of the Board of Directors for a new tenure of one year ending at the next Annual General Shareholders’ Meeting	Mgmt	For	For

5	The Board of Directors proposes to re-elect Ernst & Young Ltd, Zurich, as Auditors for the business year 2013	Mgmt	For	For

6	Additional and/or counter proposals	Mgmt	Abstain	For

Manning & Napier Fund, Inc. World Opportunities Series

ADIDAS AG, HERZOGENAURACH


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian’s accounts, please contact your CSR for more information.	Non-Voting

	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain registered up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting

	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 23 APR 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting


1.	Presentation of the financial statements and annual report for the 2012 financial year with the report of the Supervisory Board, the group financial statements and group annual report for the 2011 and 2012 financial year as well as the report by the Board of MDs pursuant to Sections 289(4) and 315(4) of the German Commercial Code	Non-Voting

2.	Resolution on the appropriation of the distributable profit of EUR 606,494,956.33 as follows: Payment of a dividend of EUR 1.35 per no-par share EUR 324,053,105.23 shall be carried forward Ex-dividend and payable date: May 9, 2013	Mgmt	For	For

3.	Ratification of the acts of the Board of MDs	Mgmt	For	For

4.	Ratification of the acts of the Supervisory Board	Mgmt	For	For

5.	Approval of a) the amendments to the existing Control and profit transfer agreement with the company s subsidiary adidas Insurance + Risk Consultants GmbH b) the amendments to the existing Control and profit transfer agreement with the company s subsidiary adidas Beteiligungsgesellschaft mbH	Mgmt	For	For

6.	Resolution on the revocation of the existing authorized capital, the creation of new authorized capital, and the corresponding amendment to the articles of association The authorization given by the 2009 AGM to in-crease the share capital by up to EUR 50,000,000 shall be revoked. The Board of MDs shall be authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 50,000,000 through the issue of new shares against contributions in cash, for a period of five years, effective from the registration of this authorization in the commercial register (authorized capital 2013/I). Shareholders subscription rights may be excluded for residual amounts	Mgmt	For	For

7.	Resolution on the revocation of the existing authorized capital, the creation of new authorized capital, and the corresponding amendment to the articles of association The authorization given by the 2011 AGM to in-crease the share capital by up to EUR 25,000,000 shall be revoked. The Board of MDs shall be authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 25,000,000 through the issue of new shares against contributions in kind, for a period of three years, effective from the registration of this authorization in the commercial register (authorized capital 2013/II). Shareholders subscription rights may be excluded	Mgmt	For	For

8.	Resolution on the revocation of the existing authorized capital, the creation of new authorized capital, and the corresponding amendment to the articles of association The authorization given by the 2010 AGM to in- crease the share capital by up to EUR 20,000,000 shall be revoked. The Board of MDs shall be authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 20,000,000 through the issue of new shares against contributions in cash, for a period of five years, effective from the registration of this authorization in the commercial register (authorized capital 2013/I). Shareholders shall be granted subscription rights except for residual amounts and for a capital increase of up to 10 percent of the share capital if the shares are issued at a price not materially below their market price	Mgmt	For	For

9.a	Appointment of auditors: Audit of the financial statements for the 2013 financial year: KPMG AG, Berlin	Mgmt	For	For

9.b	Appointment of auditors: Review of the interim financial statements for the first half of the 2013 financial year: KPMG AG, Berlin	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ADMIRAL GROUP PLC, CARDIFF


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the reports of the Directors and Audited accounts	Mgmt	For	For

2	To approve the Directors’ Remuneration report	Mgmt	For	For

3	To declare the final dividend	Mgmt	For	For


4	To re-elect Alastair Lyons (Non-Executive Director) as a Director and Chairman of the Company	Mgmt	For	For

5	To re-elect Henry Engelhardt (Executive Director) as a Director of the Company	Mgmt	For	For

6	To re-elect David Stevens (Executive Director) as a Director of the Company	Mgmt	For	For

7	To re-elect Kevin Chidwick (Executive Director) as a Director of the Company	Mgmt	For	For

8	To re-elect Martin Jackson (Non-Executive Director) as a Director of the Company	Mgmt	For	For

9	To re-elect Margaret Johnson (Non-Executive Director) as a Director of the Company	Mgmt	For	For

10	To re-elect Lucy Kellaway (Non-Executive Director) as a Director of the Company	Mgmt	For	For

11	To re-elect John Sussens (Non-Executive Director) as a Director of the Company	Mgmt	Against	Against

12	To re-elect Manfred Aldag (Non-Executive Director) as a Director of the Company	Mgmt	For	For

13	To re-elect Colin Holmes (Non-Executive Director) as a Director of the Company	Mgmt	For	For

14	To re-elect Roger Abravanel (Non-Executive Director) as a Director of the Company	Mgmt	For	For

15	To re-elect Annette Court (Non-Executive Director) as a Director of the Company	Mgmt	For	For

16	To re-appoint KPMG Audit plc as Auditors of the Company	Mgmt	For	For

17	To authorise the Directors to determine the remuneration of KPMG Audit plc	Mgmt	For	For

18	To authorise the Directors to allot relevant securities	Mgmt	For	For

19	To dis-apply statutory pre-emption rights	Mgmt	For	For

20	To authorise the company to make market purchases	Mgmt	For	For

21	To authorise the Directors to convene a General Meeting on not less than 14 days clear notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

ALUMINA LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

2	Adoption of remuneration report	Mgmt	For	For


3.a	To re-elect Mr Peter A F Hay as a director	Mgmt	For	For

3.b	To re-elect Ms Emma R Stein as a director	Mgmt	For	For

3.c	To elect Mr Chen Zeng as a director	Mgmt	For	For

4	Grant of performance rights to chief executive officer (long term incentive)	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AMDOCS LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVE THE INSTITUTION OF A QUARTERLY CASH DIVIDEND PROGRAM.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AMDOCS LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ROBERT A. MINICUCCI	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: ADRIAN GARDNER	Mgmt	For	For

1C.	ELECTION OF DIRECTOR: JOHN T. MCLENNAN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: SIMON OLSWANG	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: ZOHAR ZISAPEL	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: JULIAN A. BRODSKY	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: ELI GELMAN	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: JAMES S. KAHAN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: RICHARD T.C. LEFAVE	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: NEHEMIA LEMELBAUM	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: GIORA YARON	Mgmt	For	For

2.	APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2012.	Mgmt	For	For

3.	RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

1	Examination, discussion and approval of the proposal for the split of all of the shares issued by the company at the ratio of three new shares for each one share currently issued	Mgmt	For	For

2	Resolution, in the event that item i above is approved, regarding the amendment of article 5 of the corporate bylaws of the company to adapt them, due to the share split, to the number of shares into which the share capital of the company is divided	Mgmt	For	For

cmmt	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

cmmt	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Examination, discussion and approval of the proposal for a new company stock option plan	Mgmt	For	For

II	To ratify, in accordance with the terms of line I of article 256 of the Brazilian share corporations law, the acquisition of control of Academia Paulista Anchieta Ltda. from here onwards referred to as APA, Uniao Pan Americana De Ensino S.C Ltda. from here onwards referred to as Unipan, and Uniao Bandeirante De Educacao Ltda. from here onwards referred to as UBE and, together with APA and Unipan, the Uniban Group	Mgmt	For	For

III	To ratify the hiring of Apsis Consultoria Empresarial Ltda. the business hired by the company for the preparation of the valuation report for the Uniban Group	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting


CMMT	PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.	Non-Voting

I	To receive the administrators accounts, to examine, discuss and vote on the administrations report, the financial statements and the accounting statements accompanied by the independent auditors report regarding the fiscal year ended on December 31, 2012	Mgmt	For	For

II	To decide on the proposal of capital budget, allocation of the net profits of the fiscal year and the distribution of dividends	Mgmt	For	For

III	To elect the members of the board of directors	Mgmt	Against	Against

IV	To set the annual global remuneration of the managers for the 2013	Mgmt	For	For

V	To install and elect the members of the fiscal council and set their remuneration	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU	Non-Voting

I	Examination, discussion and approval of the proposal for a complete split of the shares issued by the company, in such a way that, in the event the split is approved, for each share of the company that is currently issued there will be created and attributed to its owner two new shares issued by the company, with the same rights and advantages as the currently issued shares, in such a way that each share of the company comes to be represented by three shares after the conclusion of the split, at a ratio of one to three	Mgmt	For	For

II	Resolution, in the event that item i above is approved, regarding the amendment of article 5 of the corporate bylaws of the company to adapt them, due to the share split, to the number of shares into which the share capital of the company is divided	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHEUSER-BUSCH INBEV SA, BRUXELLES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

A.1.a	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Special report by the Board of Directors on the issuance of subscription rights and the exclusion of the preference right of the existing shareholders in favour of specific persons, drawn up in accordance with Articles 583, 596 and 598 of the Companies Code	Non-Voting


A.1.b	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Special report by the statutory auditor on the exclusion of the preference right of the existing shareholders in favour of specific persons, drawn up in accordance with Articles 596 and 598 of the Companies Code	Non-Voting

A.1.c	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Excluding the preference right of the existing shareholders in relation to the issuance of subscription rights in favour of all current Directors of the Company, as identified in the report referred under item (a) above	Mgmt	For	For

A.1.d	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Approving the issuance of 185,000 subscription rights and determining their terms and conditions (as such terms and conditions are appended to the report referred under item (a) above). The main provisions of these terms and conditions can be summarised as follows: each subscription right confers the right to subscribe in cash to one ordinary share in the Company, with the same rights (including dividend rights) as the existing shares. Each subscription right is granted for no consideration. Its exercise price equals the average price of the Company share on Euronext Brussels over the 30 calendar days preceding the issuance of the subscription rights by the Shareholders’ Meeting. All subscription rights have a term of five years as from their issuance and become exercisable as follows: a first third may be exercised from 1 January 2015 up to and including 23 April 2018, a second third may be exercised from 1 January 2016 up to and including 23 April 2018 and the last third may be exercised from 1 January 2017 up to and including 23 April 2018. At the end of the exercise period, the subscription rights that have not been exercised automatically become null and void	Mgmt	For	For

A.1.e	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Increasing the capital of the Company, under the condition precedent and to the extent of the exercise of the subscription rights, for a maximum amount equal to the number of subscription rights issued multiplied by their exercise price and allocation of the issuance premium to an account not available for distribution	Mgmt	For	For

A.1.f	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Expressly approving the granting of the above-mentioned subscription rights to the non-executive Directors of the Company	Mgmt	For	For

A.1.g	Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Granting powers to two Directors acting jointly to have recorded by notarial deed the exercise of the subscription rights, the corresponding increase of the capital, the number of new shares issued, the resulting modification to the articles of association and the allocation of the issuance premium to an account not available for distribution	Mgmt	For	For

C	Powers: Granting powers to Mr. Benoit Loore, VP Legal Corporate, with power to substitute and without prejudice to other delegations of powers to the extent applicable, for the filing with the clerk’s office of the Commercial Court of Brussels of the resolutions referred under item B.11 above and any other filings and publication formalities in relation to the above resolutions	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHEUSER-BUSCH INBEV SA, BRUXELLES


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 177169 DUE TO CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting


CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

B.1	Management report by the board of directors on the accounting year ended on 31 December 2012	Non-Voting

B.2	Report by the statutory auditor on the accounting year ended on 31 December 2012	Non-Voting

B.3	Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2012, as well as the management report by the board of directors and the report by the statutory auditor on the consolidated annual accounts	Non-Voting

B.4	Approving the statutory annual accounts relating to the accounting year ended on 31 December 2012, including the allocation of the result: EUR 2,725,176,000 -On a per share basis, this represents a gross dividend of EUR 1.70 giving right to a dividend net of Belgian withholding tax of EUR 1.275 per share (in case of 25% Belgian withholding tax) and of EUR 1.70 per share (in case of exemption from Belgian withholding tax)	Mgmt	For	For

B.5	Discharge to the Directors	Mgmt	For	For

B.6	Discharge to the statutory auditor	Mgmt	For	For

B.7	Appointment of Directors: Renewing the appointment as independent director of Mr. Kees Storm, for a period of one year ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2013	Mgmt	For	For

B.8	Appointment of statutory auditor and remuneration: PricewaterhouseCoopers, “PWC”, Woluwe Garden, Woluwedal 18, B- 1932 Sint-Stevens-Woluwe	Mgmt	For	For

B.9.a	Remuneration policy and remuneration report of the Company	Mgmt	For	For

B.9.b	Confirming the grants of stock options and restricted stock units to executives	Mgmt	For	For

B.10	Approval of increased fixed annual fee of directors	Mgmt	For	For

B.11a	Change of control provisions relating to the EMTN programme	Mgmt	For	For

B.11b	Change of control provisions relating to the Senior Facilities Agreement	Mgmt	For	For

C	Filings: Granting powers to Mr. Benoit Loore, VP Legal Corporate, with power to substitute and without prejudice to other delegations of powers to the extent applicable, for the filing with the clerk’s office of the Commercial Court of Brussels of the resolutions referred under item B.11 above and any other filings and publication formalities in relation to the above resolutions	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS B.7, B.11a AND B.11b. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

BEIERSDORF AG, HAMBURG


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 28 MAR 13 , WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 03042013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements of Beiersdorf Aktiengesellschaft and the approved consolidated financial statements together with the management reports of Beiersdorf Aktiengesellschaft and the Group for fiscal year 2012, the report by the Supervisory Board, and the explanatory report by the Executive Board on the information provided in accordance with section section 289 (4), 315 (4) Handelsgesetzbuch (German Commercial Code, HGB)	Non-Voting

2.	Resolution on the utilization of net retained profits	Mgmt	For	For

3.	Resolution on the official approval of the actions of the members of the Executive Board	Mgmt	For	For

4.	Resolution on the official approval of the actions of the members of the Supervisory Board	Mgmt	For	For

5.	Election of the auditors for fiscal year 2013: Ernst & Young GmbH Wirtschaftsprufungsgesellschaft, Stuttgart	Mgmt	For	For

6.	Resolution on the approval of the system for the remuneration of the Executive Board members	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

BIOMERIEUX, MARCY L’ETOILE


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0422/2013042213013 69.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal-officiel.gouv.fr/pdf/2013/0506/2013050613019 08.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting


O.1	Approval of the corporate financial statements for the financial year ended December 31, 2012. Approval of non-tax deductible expenses and expenditures pursuant to Article 39-4 of the General Tax Code	Mgmt	For	For

O.2	Discharge of duties to directors	Mgmt	For	For

O.3	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.4	Allocation of income for the financial year ended December 31, 2012; dividend distribution	Mgmt	For	For

O.5	Acknowledgement of the continuation of regulated agreements entered into by the Company presented in the special report of the Statutory Auditors	Mgmt	For	For

O.6	Authorization granted to the Board of Directors to allow the Company to purchase its own shares up to the legal limit of 10% of its capital at the maximum purchase price not to exceed EUR 100 per share, excluding fees	Mgmt	For	For

E.7	Authorization granted to the Board of Directors to reduce share capital by cancellation of shares	Mgmt	For	For

E.8	Amendment to Article 14-II of the Bylaws of the Company to specify that General Meeting may be held through videoconference or other telecommunication means	Mgmt	For	For

E.9	Amendment to Article 19 of the Bylaws of the Company to allow electronic voting	Mgmt	For	For

E.10	Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities while maintaining preferential subscription rights up to the limit of 35% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital	Mgmt	For	For

E.11	Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities with cancellation of preferential subscription rights through public offering up to the limit of 35% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital	Mgmt	Against	Against

E.12	Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities with cancellation of preferential subscription rights through an offer pursuant to Article L.411-2, II, paragraph II of the Monetary and Financial Code up to the limit of 20% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital	Mgmt	Against	Against

E.13	Setting the issue price of ordinary shares and/or any securities giving access to capital in case of cancellation of preferential subscription rights up to the annual limit of 10% of capital	Mgmt	Against	Against

E.14	Authorization to be granted to the Board of Directors for a 26-month period to increase the number of share, equity securities or securities giving access to capital of the Company or entitling to the allotment of debt securities to be issued in case of capital increase with or without shareholders’ preferential subscription rights up to the limit of 15% of the initial issuance and at the same price as the initial issuance	Mgmt	Against	Against

E.15	Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company with cancellation of preferential subscription rights, in consideration for in-kind contributions granted to the Company up to the limit of 10% of capital	Mgmt	Against	Against

E.16	Authorization to be granted to the Board of Directors for a 26-month period to carry out a share capital increase reserved for employees who are members of a company savings plan with cancellation of preferential subscription rights	Mgmt	For	For


E.17	Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by incorporation of reserves, profits, premiums or other amounts	Mgmt	For	For

E.18	Overall limitation of authorizations	Mgmt	For	For

E.19	Authorization to be granted to the Board of Directors for a 38-month period to carry out allocations of shares existing or to be issued with cancellation of shareholders’ preferential subscription rights	Mgmt	Against	Against

E.20	Authorization to be granted to the Board of Directors to use the delegations referred to under the 10th to 16th and 19th resolutions subject to their adoption during period of public offering	Mgmt	Against	Against

E.21	Powers to any bearer of an original of the minutes of this meeting to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

BRENNTAG AG, MUEHLHEIM/RUHR


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that for Registered Share meetings in Germany there is now a requirement that any shareholder who holds an aggregate total of 3 per cent or more of the outstanding share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration requirements as stipulated in section 21 of the Securities Trade Act (WpHG) may prevent the shareholder from voting at the general meetings. Therefore, your custodian may request that we register beneficial owner data for all voted accounts to the respective sub custodian. If you require further information with regard to whether such BO registration will be conducted for your custodian s accounts, please contact your CSR for more information.	Non-Voting

	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR or Custodian. Failure to de-register the shares before settlement date could result in the settlement being delayed. Please also be aware that although some issuers permit the deregistration of shares at deregistration date, some shares may remain registered up until meeting date. If you are considering settling a traded voted position prior to the meeting date of this event, please contact your CSR or custodian to ensure your shares have been deregistered.	Non-Voting


	The Vote/Registration Deadline as displayed on ProxyEdge is subject to change and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative.	Non-Voting

	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04 JUN 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements, the approved consolidated financial statements as well as the combined group management report and management report (including the board of management’s explanatory report regarding the information pursuant to sections 289, para. 4 and 315, para. 4 of the German commercial code (Handelsgesetzbuch -HGB)), for the 2012 financial year, respectively, and the report of the supervisory board	Non-Voting

2.	Resolution on the appropriation of distributable profit in the 2012 financial year	Mgmt	For	For

3.	Resolution on the ratification of the acts of the members of the board of management for the 2012 financial year	Mgmt	For	For

4.	Resolution on the ratification of the acts of the members of the Supervisory board for the 2012 financial year	Mgmt	For	For

5.	Resolution on the appointment of the auditors and consolidated group auditors for the 2013 financial year as well as the auditors for the audit reviews of interim financial reports: PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Dusseldorf	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

BRITISH SKY BROADCASTING GROUP PLC, ISLEWORTH MIDD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the financial statements for the year ended 30 June 2012, together with the reports of the Directors and Auditors thereon	Mgmt	For	For

2	To declare a final dividend for the year ended 30 June 2012 of 16.20 pence for each ordinary share in the capital of the Company	Mgmt	For	For

3	To reappoint Tracy Clarke as a Director	Mgmt	For	For

4	To reappoint Jeremy Darroch as a Director	Mgmt	For	For

5	To reappoint David F. DeVoe as a Director	Mgmt	For	For

6	To reappoint Nicholas Ferguson as a Director	Mgmt	For	For

7	To reappoint Martin Gilbert as a Director	Mgmt	For	For

8	To reappoint Andrew Griffith as a Director	Mgmt	For	For


9	To reappoint Andrew Higginson as a Director	Mgmt	For	For

10	To reappoint Thomas Mockridge as a Director	Mgmt	For	For

11	To reappoint James Murdoch as a Director	Mgmt	For	For

12	To reappoint Matthieu Pigasse as a Director	Mgmt	For	For

13	To reappoint Daniel Rimer as a Director	Mgmt	For	For

14	To reappoint Arthur Siskind as a Director	Mgmt	For	For

15	To reappoint Lord Wilson of Dinton as a Director	Mgmt	For	For

16	To reappoint Deloitte LLP as Auditors of the Company and to authorise the Directors to agree their remuneration	Mgmt	For	For

17	To approve the report on Directors’ remuneration for the year ended 30 June 2012	Mgmt	Against	Against


18	That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at the time at which this Resolution is passed or at any time during the period for which this Resolution has effect are generally and unconditionally authorised to: (a) make political donations to political parties or independent election candidates, not exceeding GBP 100,000 in total; (b) make political donations to political organisations other than political parties, not exceeding GBP 100,000 in total; and (c) incur political expenditure, not exceeding GBP 100,000 in total, (as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this Resolution and ending on 31 December 2013 or, if sooner, the conclusion of the annual general meeting of the Company to be held in 2013, provided that the authorised sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same	Mgmt	For	For

19	That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights) up to a maximum nominal amount of GBP 273,000,000 (being approximately 33% of the issued ordinary share capital of the Company), provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2013, save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked	Mgmt	For	For

20	That, (a) subject to the passing of Resolution 19 set out above, the Directors be empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities, within the meaning of section 560 of that Act, for cash pursuant to the authority conferred by Resolution 18, as if section 561 (1) of that Act did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities in connection with a rights issue; and (ii) the allotment to any person or persons (otherwise than in connection with a rights issue) of equity securities up to an aggregate nominal amount of GBP 41,000,000 (being approximately 5% of the issued ordinary share capital of the Company); (b) the power given by this resolution shall expire upon the expiry of the authority conferred by Resolution 18 set out above, save that the Directors shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offers or agreements as if the power conferred hereby had not expired; and (c) for the purposes of this Resolution, “rights issue” means a rights issue, open offer or other offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a fixed record date where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as may be practicable) to their respective holdings of such equity securities or in accordance with the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements, of any recognised body or any stock exchange in, any territory or by virtue of shares being represented by depositary receipts or any other matter)	Mgmt	For	For

21	That until the conclusion of the annual general meeting of the Company in 2013, a general meeting of the Company, other than an annual general meeting of the Company, may be called on not less than 14 clear days’ notice	Mgmt	For	For

22	That, subject to and conditional on the passing of Resolutions 23 and 24 set out below, the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each on such terms and in such manner as the Directors may from time to time determine provided that: (a) the maximum number of ordinary shares authorised to be purchased is 248,313,994 (representing approximately 14.99% of the Company’s issued share capital as at 17 September 2012); (b) the minimum price (excluding expenses) which may be paid for each ordinary share is GBP 0.50; (c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of: (i) 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the EU Buyback and Stabilisation Regulation (being the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out); (d) the authority hereby conferred shall, unless previously varied, revoked or renewed, expire on the date on which the annual general meeting of the Company is held in 2013 or, if earlier, when the Company has repurchased such number of ordinary shares as shall result in the aggregate total payment by the Company to shareholders of GBP 500,000,000 pursuant to market purchases made under this authority and off-market purchases made pursuant to the authority granted by Resolution 23; and (e) the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority	Mgmt	For	For


23	That, subject to and conditional upon the passing of Resolution 22 set out above and Resolution 24 set out below, the terms of the agreement between the Company, BSkyB Holdco Inc., News Corporation and News UK Nominees Limited dated 25 July 2012 (a copy of which has been produced to the meeting and made available at the Company’s registered office for not less than 15 days ending with the date of this meeting) pursuant to which the Company may make off-market purchases (as defined by section 693(2) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each from BSkyB Holdco Inc. (as beneficial owner) and News UK Nominees Limited (as legal owner), be and are hereby approved and authorised for the purposes of section 694 of the Companies Act 2006 and that: (a) the Company be and is hereby authorised to make such off-market purchases from News UK Nominees Limited, provided that this authority shall expire on the date on which the annual general meeting of the Company is held in 2013 or, if earlier, when the Company has repurchased such number of ordinary shares as shall result in the aggregate total payment by the Company to shareholders of GBP 500,000,000 pursuant to off-market purchases made pursuant to this authority and market purchases made under the authority granted by Resolution 22; and (b) the Company may, before expiry of the authority granted by this resolution enter into a contract to purchase ordinary shares which will be executed wholly or partly after the expiry of such authority	Mgmt	For	For

24	That subject to and conditional upon the passing of Resolutions 22 and 23 set out above, the agreement between the Company, BSkyB Holdco Inc., News Corporation and News UK Nominees Limited dated 25 July 2012 (a copy of which has been produced to the meeting) pursuant to which the Company may make off-market purchases (as defined by section 693(2) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each from BSkyB Holdco Inc. (as beneficial owner) and News UK Nominees Limited (as legal owner), be and is hereby approved and that the Directors be and are hereby authorised to take all such steps as may be necessary or desirable in relation thereto and to carry the same into effect	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

CAMECO CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	YOU DECLARE THAT THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM ARE HELD, BENEFICIALLY OWNED OR CONTROLLED, EITHER DIRECTLY OR INDIRECTLY, BY A RESIDENT OF CANADA AS DEFINED ON THE FORM. IF THE SHARES ARE HELD IN THE NAMES OF TWO OR MORE PEOPLE, YOU DECLARE THAT ALL OF THESE PEOPLE ARE RESIDENTS OF CANADA.	Mgmt	Abstain	Against

02	DIRECTOR

	1 IAN BRUCE	Mgmt	For	For

	2 DANIEL CAMUS	Mgmt	For	For

	3 JOHN CLAPPISON	Mgmt	For	For

	4 JOE COLVIN	Mgmt	For	For

	5 JAMES CURTISS	Mgmt	For	For

	6 DONALD DERANGER	Mgmt	Withheld	Against

	7 TIM GITZEL	Mgmt	For	For

	8 JAMES GOWANS	Mgmt	For	For

	9 NANCY HOPKINS	Mgmt	For	For

	10 ANNE MCLELLAN	Mgmt	For	For

	11 NEIL MCMILLAN	Mgmt	For	For

	12 VICTOR ZALESCHUK	Mgmt	For	For

03	APPOINT KPMG LLP AS AUDITORS	Mgmt	For	For

04	RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN CAMECO’S MANAGEMENT PROXY CIRCULAR DELIVERED IN ADVANCE OF THE 2013 ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

CAP GEMINI SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0403/2013040313011 04.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journal-officiel.gouv.fr/pdf/2013/0506/2013050613018 96.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Regulated agreements	Mgmt	For	For

O.4	Allocation of income and dividend	Mgmt	For	For

O.5	Renewal of term of Mr. Daniel Bernard as Board member	Mgmt	For	For

O.6	Renewal of term of Mr. Bernard Liautaud as Board member	Mgmt	For	For


O.7	Renewal of term of Mr. Pierre Pringuet as Board member	Mgmt	For	For

O.8	Authorization for the implementation of a share repurchase program allowing the Company to repurchase its own shares for an 18-month period within the limit of a maximum number of shares equal to 10% of share capital, for a maximum total amount of EUR 970 million at a maximum price of EUR 55.00 per share	Mgmt	For	For

E.9	Authorization granted to the Board of Directors for a 24-month period to cancel shares repurchased by the Company under share repurchase programs	Mgmt	For	For

E.10	Authorization granted to the Board of Directors for an 18-month period to carry out within the limit of 1% of capital, the allocation of performance shares existing or to be issued (and, in this case carrying full waiver by shareholders of their preferential subscription rights in favor of allocation beneficiaries) to employees of the staff and corporate officers of the Company and French and foreign subsidiaries	Mgmt	For	For

E.11	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

CARLSBERG AS, COPENHAGEN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting


CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTIONS “5.A TO 5.J AND 6”. THANK YOU.	Non-Voting

1	Report on the activities of the company in the past year (not subject to vote)	Non-Voting

2	Presentation of the audited Annual Report for approval and resolution to discharge the Supervisory Board and the Executive Board from their obligations	Mgmt	For	For

3	Board recommendations regarding the distribution of profit, including declaration of dividends	Mgmt	For	For

4.a	Proposals from the Supervisory Board or the shareholder: Approval of the Supervisory Board remuneration for 2013	Mgmt	For	For

4.b	Proposals from the Supervisory Board or the shareholder: Approval of the Remuneration Policy for the Supervisory Board and the Executive Board of Carlsberg A/S, including general guidelines for incentive programmes for the Executive Board	Mgmt	For	For

5.a	Election of member to the Supervisory Board: Re-election of Flemming Besenbacher	Mgmt	For	For

5.b	Election of member to the Supervisory Board: Re-election of Jess Soderberg	Mgmt	For	For

5.c	Election of member to the Supervisory Board: Re-election of Per Christian Ohrgaard	Mgmt	For	For

5.d	Election of member to the Supervisory Board: Re-election of Lars Stemmerik	Mgmt	For	For

5.e	Election of member to the Supervisory Board: Re-election of Richard Burrows	Mgmt	For	For

5.f	Election of member to the Supervisory Board: Re-election of Cornelis (Kees) Job van der Graaf	Mgmt	For	For

5.g	Election of member to the Supervisory Board: Re-election of Donna Cordner	Mgmt	For	For

5.h	Election of member to the Supervisory Board: Re-election of Elisabeth Fleuriot	Mgmt	For	For

5.i	Election of member to the Supervisory Board: Re-election of Soren-Peter Fuchs Olesen	Mgmt	For	For

5.j	Election of member to the Supervisory Board: Nina Smith	Mgmt	For	For

6	Appointment of one auditor to audit the accounts for the current year: KPMG Statsautoriseret Revisionspartnerselskab be re-elected	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO VOTING OPTIONS COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

CARREFOUR SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting


CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0318/2013031813007 95.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0408/2013040813011 99.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year, 2012	Mgmt	For	For

O.3	Allocation of income and setting the dividend	Mgmt	For	For

O.4	Renewal of term of Mr. Sebastien Bazin as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Thierry Breton as Board member	Mgmt	For	For

O.6	Renewal of term of Mr. Charles Edelstenne as Board member	Mgmt	For	For

O.7	Renewal of term of Mrs. Anne-Claire Taittinger as Board member	Mgmt	For	For

O.8	Authorization granted for an 18-month period to the Board of Directors to trade in Company’s shares	Mgmt	For	For

E.9	Amendment to Article 20 of the Bylaws	Mgmt	For	For

E.10	Authorization granted for a 24-month period to the Board of Directors to reduce share capital by cancellation of shares	Mgmt	For	For

E.11	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities while maintaining shareholders’ preferential subscription rights for a maximum nominal amount of Euros five hundred (500) million	Mgmt	For	For

E.12	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities with cancellation of shareholders’ preferential subscription rights through a public offer for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For

E.13	Delegation of authority granted for a 26- month period to the Board of Directors to issue shares and securities giving access to capital, as well as securities entitling to the allotment of debt securities with cancellation of shareholders’ preferential subscription rights through an offer pursuant to Article L.411-2, II of the Monetary and Financial Code for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For

E.14	Delegation of powers granted for a 26-month period to the Board of Directors to issue shares and/or securities giving access to capital within the limit of 10% of capital, in consideration for in-kind contributions granted to the Company	Mgmt	For	For

E.15	Delegation of authority granted for a 26- month period to the Board of Directors to issue shares and/or securities giving access to capital with cancellation of preferential subscription rights, in case of public exchange offer initiated by the Company on securities of another company for a maximum nominal amount of Euros ninety (90) million	Mgmt	For	For


E.16	Delegation of authority granted for a 26- month period to the Board of Directors to increase share capital by incorporating reserves, profits or premiums for a maximum nominal amount of Euros five hundred (500) million	Mgmt	For	For

E.17	Delegation of authority granted for a maximum period of 26 months to the Board of Directors to increase share capital with cancellation of preferential subscription rights in favor of members of a company savings plan for a maximum nominal amount of Euros thirty-five (35) million	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

CGG, MASSY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0325/2013032513009 16.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION NO O.7 AND ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0415/2013041513013 21.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN	Non-Voting

	THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

O.1	Approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Allocation of income	Mgmt	For	For

O.3	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.4	Renewal of term of Mr. Loren Carroll as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Terence Young as Board member	Mgmt	For	For

O.6	Ratification of the cooptation of Mrs. Agnes Lemarchand as Board member	Mgmt	For	For

O.7	Renewal of term of Mrs. Agnes Lemarchand as Board member	Mgmt	For	For

O.8	Renewal of term of Ernst & Young as principal Statutory Auditor	Mgmt	For	For

O.9	Renewal of term of Mazars as principal Statutory Auditor	Mgmt	For	For

O.10	Renewal of term of the company Auditex as deputy Statutory Auditor	Mgmt	For	For

O.11	Renewal of term of Mr. Patrick de Cambourg as deputy Statutory Auditor	Mgmt	For	For

O.12	Setting attendance allowances	Mgmt	For	For

O.13	Authorization to be granted to the Board of Directors to purchase shares of the Company	Mgmt	For	For


O.14	Agreements and financial commitments pursuant to Article L.225-38 the Commercial Code	Mgmt	For	For

O.15	Agreements and commitments regarding the remuneration of corporate officers pursuant to Article L.225-38 the Commercial Code	Mgmt	For	For

O.16	Approval of the regulated agreement pursuant to Article L.225-42-1 of the Commercial Code between the Company and Mr. Jean-Georges Malcor	Mgmt	For	For

E.17	Amendment to Article 3 of the Bylaws to change the corporate name	Mgmt	For	For

E.18	Delegation of authority to the Board of Directors to increase share capital by issuing shares or any other securities giving access to capital while maintaining preferential subscription rights	Mgmt	For	For

E.19	Delegation of authority to the Board of Directors to increase share capital by issuing shares or any other securities giving access to capital with cancellation of preferential subscription rights in the context of a public offer	Mgmt	For	For

E.20	Delegation of authority to the Board of Directors to increase share capital by issuing shares or any other securities giving access to capital with cancellation of preferential subscription rights which may be carried out only through private placement	Mgmt	For	For

E.21	Establishing the issue price in case of cancellation of preferential subscription rights pursuant to the nineteenth and twentieth resolutions up to the limit of 10% of capital	Mgmt	For	For

E.22	Delegation granted to the Board of Directors to increase the number of issuable securities pursuant to the eighteenth, nineteenth and twentieth resolutions	Mgmt	For	For

E.23	Delegation of authority to increase capital by incorporation of reserves, profits or premiums	Mgmt	For	For

E.24	Authorization granted to the Board of Directors to increase share capital up to the limit of 10%, in consideration for in-kind contributions	Mgmt	For	For

E.25	Delegation to the Board of Directors to increase share capital by issuing shares or securities giving access to capital of the Company in favor of members of a Company Savings Plan	Mgmt	For	For

E.26	Authorization granted to the Board of Directors to grant share subscription and/or purchase options to employees of the Company and affiliated companies pursuant to Article L.225-180 of the Commercial Code - with the exception of corporate officers (CEO and managing directors) and other members of the Corporate Committee of the Company	Mgmt	For	For

E.27	Authorization granted to the Board of Directors to grant share subscription and/or purchase options to corporate officers (CEO and managing directors) and to members of Corporate Committee of the Company	Mgmt	For	For

E.28	Authorization and delegation to the Board of Directors to reduce share capital by cancellation of treasury shares repurchased under the authorization to repurchase shares of the Company	Mgmt	For	For

E.29	Delegation of authority to issue securities entitling to the allotment of debt securities	Mgmt	For	For

E.30	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

CHAROEN POKPHAND FOODS PUBLIC CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 163804 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting



CMMT	IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.	Non-Voting

1	To adopt the minutes of the annual general shareholders’ meeting no. 1/2012	Mgmt	For	For

2	To acknowledge the report on the company’s operating results for the year 2012	Mgmt	For	For

3	To approve the statements of financial position and the statements of income for the year ended December 31, 2012	Mgmt	For	For

4	To acknowledge the interim dividend payment during the year 2012	Mgmt	For	For

5	To approve the appropriation of profit and annual dividend payment for the year 2012	Mgmt	For	For

6.1	To appoint director to replace directors who retire by rotation: Mr. Min Tieanworn	Mgmt	For	For

6.2	To appoint director to replace directors who retire by rotation: Mr. Chingchai Lohawatanakul	Mgmt	For	For

6.3	To appoint director to replace directors who retire by rotation: Mr. Adirek Sripratak	Mgmt	For	For

6.4	To appoint director to replace directors who retire by rotation: Dr. Chaiyawat Wibulswasdi	Mgmt	For	For

6.5	To appoint director to replace directors who retire by rotation: Mr. Pong Visedpaitoon	Mgmt	For	For

7	To approve the remuneration of the directors for the year 2013	Mgmt	For	For

8	To appoint the company’s auditors and fix the remuneration for the year 2013	Mgmt	For	For

9	To respond to the queries	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

CHR. HANSEN HOLDING A/S


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “5, 6.a to 6.e AND 7”. THANK YOU.	Non-Voting


1	Report on the Company’s activities	Non-Voting

2	Approval of the 2011/2012 Annual Report	Mgmt	No Action

3	Resolution on the appropriation of profit or covering of loss	Mgmt	No Action

4	Decision on remuneration to members of the Board of Directors	Mgmt	No Action

5	Re-Election of Chairman of the Board of Directors: Ole Andersen	Mgmt	No Action

6.a	Re-election of member to the Board of Directors: Frederic Stevenin	Mgmt	No Action

6.b	Re-election of member to the Board of Directors: Henrik Poulsen	Mgmt	No Action

6.c	Re-election of member to the Board of Directors: Mark Wilson	Mgmt	No Action

6.d	Re-election of member to the Board of Directors: Didier Debrosse	Mgmt	No Action

6.e	Election of member to the Board of Directors: Soren Carlsen	Mgmt	No Action

7	Re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as company auditor	Mgmt	No Action

8	Reduction of the Company’s share capital by cancellation of shares	Mgmt	No Action

9	Authorizations to the Board of Directors to increase the share capital with or without pre-emptive subscription rights for existing shareholders	Mgmt	No Action

10	Authorization to the Board of Directors for the Company to acquire own shares	Mgmt	No Action

11	Authorization to the Board of Directors to distribute extraordinary dividends (interim dividends)	Mgmt	No Action

12	Authorization to the Chairman of the Annual General Meeting	Mgmt	No Action

Manning & Napier Fund, Inc. World Opportunities Series

CRH PLC


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Consideration of financial statements and Reports of Directors and Auditors	Mgmt	For	For

2	Declaration of a dividend	Mgmt	For	For

3	Consideration of Report on Directors’ Remuneration	Mgmt	For	For

4.A	Re-election of Director: E.J. Bartschi	Mgmt	For	For

4.B	Re-election of Director: M.C. Carton	Mgmt	For	For

4.C	Re-election of Director: W.P. Egan	Mgmt	For	For

4.D	Re-election of Director: U-H. Felcht	Mgmt	For	For


4.E	Re-election of Director: N. Hartery	Mgmt	For	For

4.F	Re-election of Director: J.M. de Jong	Mgmt	For	For

4.G	Re-election of Director: J.W. Kennedy	Mgmt	For	For

4.H	Re-election of Director: M. Lee	Mgmt	For	For

4.I	Re-election of Director: H.A. McSharry	Mgmt	For	For

4.J	Re-election of Director: A. Manifold	Mgmt	For	For

4.K	Re-election of Director: D.N. O’Connor	Mgmt	For	For

4.L	Re-election of Director: M.S. Towe	Mgmt	For	For

5	Remuneration of Auditors	Mgmt	For	For

6	Disapplication of pre-emption rights	Mgmt	For	For

7	Authority to purchase own Ordinary Shares	Mgmt	For	For

8	Authority to re-issue Treasury Shares	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

DAMPSKIBSSELSKABET NORDEN A/S, KOBENHAVN


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	IN THE MAJORITY OF MEETINGS THE VOTES ARE CAST WITH THE REGISTRAR WHO WILL FOLLOW CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE OF MEETINGS THERE IS NO REGISTRAR AND CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER AS PROXY. CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE OR ATTEND THE MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTIONS D.1, D.2 AND E. THANK YOU.	Non-Voting

A	The Board of Directors’ report on the Company’s activities during the past year	Non-Voting

B	Adoption of the audited 2012 annual report	Mgmt	For	For


C	The Board’s proposal of payment of dividends at DKK 3 per share of DKK 1.00 and approval of allocation of profit	Mgmt	For	For

D.1	Re-election of Alison J. F. Riegels to the Board of Directors	Mgmt	For	For

D.2	Re-election of Karsten Knudsen to the Board of Directors	Mgmt	For	For

E	Re-election of PricewaterhouseCoopers as auditor	Mgmt	For	For

F.1	Proposal from the Board of Directors for: Adoption of revised general guidelines for incentive-based remuneration	Mgmt	For	For

F.2	Proposal from the Board of Directors for: Authorisation to the Board of Directors to authorise the Company’s acquisition of treasury shares	Mgmt	For	For

G	Any other business	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

DANONE SA, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0301/2013030113005 26.pdf . PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINKS: https://balo.journal- officiel.gouv.fr/pdf/2013/0311/2013031113006 72.pdf AND https://balo.journal- officiel.gouv.fr/pdf/2013/0403/2013040313010 56.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.3	Allocation of income for the financial year ended December 31, 2012 and setting the dividend at EUR 1.45 per share	Mgmt	For	For

O.4	Renewal of term of Mr. Franck Riboud as Board member	Mgmt	For	For

O.5	Renewal of term of Mr. Emmanuel Faber as Board member	Mgmt	For	For

O.6	Approval of the agreements pursuant to Articles L.225-38 et seq. of the Commercial Code	Mgmt	For	For

O.7	Approval of the agreements pursuant to Articles L.225-38 et seq. of the Commercial Code entered in by the Company with J.P. Morgan Group	Mgmt	For	For

O.8	Approval of the agreements and commitments pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Franck Riboud	Mgmt	For	For


O.9	Approval of the agreements and commitments pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Emmanuel Faber	Mgmt	For	For

O.10	Setting the amount of attendance allowances	Mgmt	For	For

O.11	Authorization to be granted to the Board of Directors to purchase, hold or transfer shares of the Company	Mgmt	For	For

E.12	Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to capital of the Company while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.13	Delegation of authority to the Board of Directors to issue ordinary shares of the Company and securities giving access to capital of the Company with cancellation of shareholders’ preferential subscription rights, but with obligation to grant a priority right	Mgmt	For	For

E.14	Delegation of authority to the Board of Directors to increase the number of issuable securities in case of capital increase with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.15	Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to capital of the Company with cancellation of shareholders’ preferential subscription rights in case of public exchange offer initiated by the Company	Mgmt	For	For

E.16	Delegation of powers to the Board of Directors to issue ordinary shares with cancellation of shareholders’ preferential subscription rights, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital	Mgmt	For	For

E.17	Delegation of authority to the Board of Directors to increase capital of the Company by incorporation of reserves, profits, premiums or other amounts which may be capitalized	Mgmt	For	For

E.18	Delegation of authority to the Board of Directors to decide to carry out capital increases reserved for employees who are members of a company savings plan and/or reserved share transfers with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.19	Authorization granted to the Board of Directors to carry out allocations of Company’s shares existing or to be issued with cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.20	Authorization granted to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.21	Amendment to Article 5 of the Bylaws of the Company in order to extend the term of the Company	Mgmt	For	For

E.22	Amendment to Article 22.II of the Bylaws of the Company regarding shareholders representation	Mgmt	For	For

E.23	Amendment to Article 24.I of the Bylaws of the Company regarding shareholders convening	Mgmt	For	For

E.24	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

DIANA SHIPPING INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 SIMEON P PALIOS	Mgmt	Withheld	Against

	2 ANASTASIOS C MARGARONIS	Mgmt	Withheld	Against

	3 IOANNIS G ZAFIRAKIS	Mgmt	Withheld	Against

2.	TO APPROVE THE APPOINTMENT OF ERNST & YOUNG (HELLAS) AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

DIANA SHIPPING INC.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR

	1 WILLIAM (BILL) LAWES	Mgmt	Withheld	Against

	2 KONSTANTINOS PSALTIS	Mgmt	For	For

2.	TO APPROVE THE APPOINTMENT OF ERNST & YOUNG (HELLAS) AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

DISTRIBUIDORA INTERNACIONAL DE ALIMENTACION, S.A.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 26 APR 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting

1.1	Review and approval of the annual financial statements and the management report of the company and its consolidated group	Mgmt	For	For

1.2	Approve Allocation of Income and Dividends	Mgmt	For	For

1.3	Revision and approval of the management of the board corresponding to the year 2012	Mgmt	For	For

2.1	Re-election of Ms Ana Maria Llopis as a board member	Mgmt	For	For

2.2	Re-election of Mr Ricardo Curras as a board member	Mgmt	For	For

2.3	Re-election of Mr Nicolas Brunel as a board member	Mgmt	For	For

2.4	Re-election of Mr Pierre Cuilleret as a board member	Mgmt	For	For

2.5	Re-election of Mr Julian Diaz as a board member	Mgmt	For	For

2.6	Re-election of Ms Rosalia Portela as a board member	Mgmt	For	For

3	Decreasing social capital by means of treasury shares amortization	Mgmt	For	For

4	Approval of shares delivery of 50 percent of the remuneration of the board members	Mgmt	For	For

5.1	Change of the maximum amount of the Long-term Incentive Plan(Executive Directors excluded)	Mgmt	For	For

5.2	Change of the maximum amount of the Long-term Incentive Plan(Executive Directors included)	Mgmt	For	For

6	Delegation of powers	Mgmt	For	For


7	Consultative report on the remuneration policy of the board	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTIONS 5.1 AND 5.2 AND CHANGE IN MEETING TYPE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

DR. REDDY’S LABORATORIES LIMITED


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1.	TO RECEIVE, CONSIDER AND ADOPT THE BALANCE SHEET AS AT 31 MARCH 2012 AND THE PROFIT & LOSS ACCOUNT OF THE COMPANY FOR THE YEAR ENDED ON THAT DATE ALONG WITH THE REPORTS OF THE DIRECTORS’ AND AUDITORS’ THEREON.	Mgmt	For	For

O2.	TO DECLARE DIVIDEND ON THE EQUITY SHARES FOR THE FINANCIAL YEAR 2011-12.	Mgmt	For	For

O3.	TO APPOINT A DIRECTOR IN PLACE OF DR. OMKAR GOSWAMI, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O4.	TO APPOINT A DIRECTOR IN PLACE OF MR. RAVI BHOOTHALINGAM, WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.	Mgmt	For	For

O5.	TO APPOINT THE STATUTORY AUDITORS AND FIX THEIR REMUNERATION. THE RETIRING AUDITORS B S R & CO., CHARTERED ACCOUNTANTS ARE ELIGIBLE FOR RE-APPOINTMENT.	Mgmt	For	For

S6.	APPOINTMENT OF MR. SRIDAR IYENGAR AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

S7.	RE-APPOINTMENT OF MR. SATISH REDDY AS WHOLE TIME DIRECTOR DESIGNATED AS MANAGING DIRECTOR AND CHIEF OPERATING OFFICER OF THE COMPANY.	Mgmt	For	For

S8.	EXTENSION OF TERM OF DR. REDDY’S EMPLOYEES STOCK OPTION SCHEME, 2002.	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

ENCANA CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 PETER A. DEA	Mgmt	For	For

	2 CLAIRE S. FARLEY	Mgmt	For	For

	3 FRED J. FOWLER	Mgmt	For	For

	4 SUZANNE P. NIMOCKS	Mgmt	For	For

	5 DAVID P. O’BRIEN	Mgmt	For	For

	6 JANE L. PEVERETT	Mgmt	For	For

	7 BRIAN G. SHAW	Mgmt	For	For

	8 BRUCE G. WATERMAN	Mgmt	For	For

	9 CLAYTON H. WOITAS	Mgmt	For	For

02	APPOINTMENT OF AUDITOR - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS	Mgmt	For	For

03	ADVISORY VOTE APPROVING THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION	Mgmt	For	For

04	RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

FANUC CORPORATION


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Streamline Business Lines, Allow Use of Electronic Systems for Public Notifications, Increase Board Size to 18, Adopt Reduction of Liability System for Outside Directors	Mgmt	For	For

3.1	Appoint a Director	Mgmt	Against	Against

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For

3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For


3.10	Appoint a Director	Mgmt	For	For

3.11	Appoint a Director	Mgmt	For	For

3.12	Appoint a Director	Mgmt	For	For

3.13	Appoint a Director	Mgmt	For	For

3.14	Appoint a Director	Mgmt	For	For

3.15	Appoint a Director	Mgmt	For	For

3.16	Appoint a Director	Mgmt	For	For

3.17	Appoint a Director	Mgmt	For	For

3.18	Appoint a Director	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

GN STORE NORD LTD, BALLERUP


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting


CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “e.a to e.f and f”. THANK YOU.	Non-Voting

a	Report by the Board of Directors on the activities of the Company during the past year	Non-Voting

b	Adoption of the audited annual report and resolution of discharge of the Board of Directors and the Executive Board	Mgmt	For	For

c	Proposal as to the application of profits in accordance with the approved annual report	Mgmt	For	For

d	Adoption of the remuneration to the Board of Directors for the present financial year	Mgmt	For	For

e.a	Re-election of member to the Board of Directors: Per Wold-Olsen	Mgmt	For	For

e.b	Re-election of member to the Board of Directors: William E. Hoover JR	Mgmt	For	For

e.c	Re-election of member to the Board of Directors: Wolfgang Reim	Mgmt	For	For

e.d	Re-election of member to the Board of Directors: Rene Svendsen-Tune	Mgmt	For	For

e.e	Re-election of member to the Board of Directors: Carsten Krogsgaard Thomsen	Mgmt	For	For

e.f	Election of member to the Board of Directors: Helene Barnekow	Mgmt	For	For

f	Re-election of KPMG Statsautoriseret Revisionspartnerselskab as auditor until the Company’s next annual general meeting	Mgmt	For	For

g.1.1	Proposal from the Board of Directors: Adoption of amended guidelines for incentive pay to the management	Mgmt	For	For

g.1.2	Proposal from the Board of Directors: Authorisation to the Board of Directors to acquire treasury shares	Mgmt	For	For

g.1.3	Proposal from the Board of Directors: Authorisation to the Board of Directors to reduce the share capital through cancellation of treasury shares, Articles of Association Article 3	Mgmt	For	For

g.1.4	Proposal from the Board of Directors: Authorisation to the Board of Directors to increase the share capital, Articles of Association Article 5.1	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

GROUPE EUROTUNNEL, PARIS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting


CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0327/2013032713009 73.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0424/2013042413015 18.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Review and approval of the corporate financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.2	Allocation of income for the financial year ended December 31, 2012 and distribution of the dividend	Mgmt	For	For

O.3	Review and approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For

O.4	Approval of the conclusion of regulated agreements and commitments by the Company referred to in the special report of the Statutory Auditors	Mgmt	For	For

O.5	Authorization granted for an 18-month period to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For

O.6	Renewal of term of KPMG SA as principal Statutory Auditor	Mgmt	For	For

O.7	Renewal of term of Mazars as principal Statutory Auditor	Mgmt	For	For

O.8	Appointment of KPMG AUDIT IS as deputy Statutory Auditor	Mgmt	For	For

O.9	Appointment of Mr. Herve Helias as deputy Statutory Auditor	Mgmt	For	For

O.10	Ratification of the cooptation of Mrs. Perrette Rey as Board member	Mgmt	For	For

E.11	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue shares of the Company and/or securities giving access to ordinary shares of the Company or Group companies of the Company while maintaining shareholders’ preferential subscription rights	Mgmt	For	For

E.12	Renewing the delegation of authority granted for a 26-month period to the Board of Directors to issue through public offering shares of the Company and securities giving access to ordinary shares of the Company or Group companies of the Company with cancellation of shareholders’ preferential subscription rights, but with a priority period	Mgmt	For	For

E.13	Overall limitation on authorizations to issue shares with or without preferential subscription rights	Mgmt	For	For

E.14	Delegation of authority granted for a 26-month period to the Board of Directors to issue shares or securities giving access to capital of the Company reserved for employees who are members of a company savings plan	Mgmt	For	For

E.15	Authorization granted for an 18-month period to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.16	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

HOLCIM LTD, RAPPERSWIL-JONA


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 150275, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1.1	Approval of the annual report, annual consolidated financial statements of the group and annual financial statements of Holcim Ltd	Mgmt	For	For

1.2	Advisory vote on remuneration report	Mgmt	Against	Against

2	Discharge of the members of the board of directors and the persons entrusted with management	Mgmt	Abstain	Against

3.1	Appropriation of retained earnings	Mgmt	For	For

3.2	Determination of the payout from capital contribution reserves	Mgmt	For	For

4.1.1	Re-election of Dr. Beat Hess as a board of director	Mgmt	For	For

4.1.2	Re-election of Dr. Rolf Soiron as a board of director	Mgmt	For	For

4.2.1	Election of Mrs. Hanne Birgitte Breinbjerg Sorensen as a board of director	Mgmt	For	For

4.2.2	Election of Mrs. Anne Wade as a board of director	Mgmt	For	For

4.3	Re-election of the Auditors: Ernst and Young Ltd, Zurich	Mgmt	For	For

5	Ad hoc	Mgmt	Abstain	For

Manning & Napier Fund, Inc. World Opportunities Series

HSBC HOLDINGS PLC, LONDON


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOT THAT THIS IS AN INFORMATION MEETING ONLY FOR HONG KONG SHAREHOLDERS. THERE ARE NO VOTABLE RESOLUTIONS. IF YOU WISH TO ATTEND PLEASE PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU	Non-Voting

1	To discuss the 2012 results and other matters of interest	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN INFORMATION MEETING COMMENT. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

HSBC HOLDINGS PLC, LONDON



Security:	G4634U169	Agenda Number:	704375080

Ticker:		Meeting Type:	AGM

ISIN:	GB0005405286	Meeting Date:	5/24/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0402/LTN201304021682.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0402/LTN201304021651.pdf	Non-Voting

1	To receive the Annual Report and Accounts 2012	Mgmt	For	For

2	To approve the Directors’ Remuneration Report for 2012	Mgmt	For	For

3.a	To re-elect S A Catz a Director	Mgmt	For	For

3.b	To re-elect L M L Cha a Director	Mgmt	For	For

3.c	To re-elect M K T Cheung a Director	Mgmt	For	For

3.d	To elect J B Comey a Director	Mgmt	For	For

3.e	To re-elect J D Coombe a Director	Mgmt	For	For

3.f	To re-elect J Faber a Director	Mgmt	For	For

3.g	To re-elect R A Fairhead a Director	Mgmt	For	For

3.h	To elect R Fassbind a Director	Mgmt	For	For

3.i	To re-elect D J Flint a Director	Mgmt	For	For

3.j	To re-elect S T Gulliver a Director	Mgmt	For	For

3.k	To re-elect J W J Hughes-Hallett a Director	Mgmt	For	For

3.l	To re-elect W S H Laidlaw a Director	Mgmt	For	For

3.m	To re-elect J P Lipsky a Director	Mgmt	For	For

3.n	To re-elect J R Lomax a Director	Mgmt	For	For

3.o	To re-elect I J Mackay a Director	Mgmt	For	For

3.p	To re-elect Sir Simon Robertson a Director	Mgmt	For	For

3.q	To re-elect J L Thornton a Director	Mgmt	Against	Against

4	To reappoint the Auditor at remuneration to be determined by the Group Audit Committee: KPMG Audit Plc	Mgmt	For	For

5	To authorise the Directors to allot shares	Mgmt	For	For

6	To disapply pre-emption rights	Mgmt	For	For

7	To authorise the Company to purchase its own ordinary shares	Mgmt	For	For



8	To approve general meetings (other than annual general meetings) being called on 14 clear days’ notice	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTIONS 6, 8, COMMENT AND RECEIPT OF AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

JOHNSON MATTHEY PLC, LONDON



Security:	G51604109	Agenda Number:	703942208

Ticker:		Meeting Type:	AGM

ISIN:	GB0004764071	Meeting Date:	7/25/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	That the Company’s annual accounts for the year ended 31st March 2012 together with the directors’ report and the auditor’s report on those accounts be received	Mgmt	For	For

2	That the directors’ remuneration report for the year ended 31st March 2012 and the auditor’s report on the auditable part of the directors’ remuneration report be received and approved	Mgmt	For	For

3	That a final dividend of 40 pence per ordinary share in respect of the year ended 31st March 2012 be declared and payable to members on the register at the close of business on 3rd August 2012	Mgmt	For	For

4	That Mr TEP Stevenson be re-elected a director of the Company	Mgmt	For	For

5	That Mr NAP Carson be re-elected a director of the Company	Mgmt	For	For

6	That Mr AM Ferguson be re-elected a director of the Company	Mgmt	For	For

7	That Mr RJ MacLeod be re-elected a director of the Company	Mgmt	For	For

8	That Mr LC Pentz be re-elected a director of the Company	Mgmt	For	For

9	That Mr MJ Roney be re-elected a director of the Company	Mgmt	For	For

10	That Mr WF Sandford be re-elected a director of the Company	Mgmt	For	For

11	That Mrs DC Thompson be re-elected a director of the Company	Mgmt	For	For

12	That KPMG Audit Plc be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company	Mgmt	For	For

13	That the remuneration of the auditor be determined by the directors	Mgmt	For	For

14	That in accordance with sections 366 and 367 of the Companies Act 2006 (the “2006 Act”), the Company and all companies which are subsidiaries of the Company during the period when this Resolution 14 has effect be generally and unconditionally authorised in aggregate to: (a) make political donations to political parties or independent election candidates, as defined in the 2006 Act, not exceeding GBP 50,000 in total; (b) make political donations to political organisations other than political parties, as defined in the 2006 Act, not exceeding GBP 50,000 in total; and (c) incur political expenditure, as defined in the 2006 Act, not exceeding GBP 50,000 in total during the period beginning with the date of the passing of this Resolution and ending on 31st July 2013 or, if sooner, the conclusion of the next annual general CONTD	Mgmt	For	For



CONT	CONTD meeting of the Company after the passing of this resolution provided that the combined aggregate amount of donations made and expenditure incurred pursuant to this authority shall not exceed GBP 50,000 and that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same	Non-Voting

15	That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (“Rights”): (a) up to an aggregate nominal amount of GBP 71,558,579; and (b) up to a further aggregate nominal amount of GBP 71,558,579 provided that (i) they are equity securities (within the meaning of section 560(1) of the 2006 Act) and (ii) they are offered by way of a rights issue in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the ordinary CONTD	Mgmt	For	For

CONT	CONTD shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, on 25th October 2013, save that the Company shall be entitled to make offers or agreements before the expiry of CONTD	Non-Voting

CONT	CONTD such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot shares and grant Rights be and are hereby revoked	Non-Voting

16	(a) That a special dividend of 100 pence per ordinary share be declared and payable to members on the register at the close of business on 3rd August 2012; and (b) That, subject to and conditional upon admission of the New Ordinary Shares to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange becoming effective (“Admission”), every 22 ordinary shares of 100 pence each in the capital of the Company as at 5.00 pm on 3rd August 2012 be consolidated into 21 ordinary shares of 104 16/21 pence each (each a “New Ordinary Share”) and all fractional entitlements arising from the consolidation of the issued ordinary shares of 100 pence each in the capital of the Company shall be aggregated into New Ordinary Shares and, as soon as possible after Admission, sold in the open market at CONTD	Mgmt	For	For

CONT	CONTD the best price reasonably obtainable and the aggregate proceeds (net of expenses) remitted to those entitled	Non-Voting

17	That, subject to the passing of Resolution 15, the directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the “2006 Act”) to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash either pursuant to the authority conferred by Resolution 15 or by way of a sale of treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to: (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 by way of a rights issue only) in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities CONTD	Mgmt	For	For

CONT	CONTD respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b) the allotment to any person or persons of equity securities, otherwise than pursuant to paragraph (a) above, up to an aggregate nominal value of GBP 11,033,680 and this power shall expire upon the expiry of CONTD	Non-Voting



CONT	CONTD the general authority conferred by Resolution 15, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if this authority had not expired	Non-Voting

18	That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its own ordinary shares on such terms and in such manner as the directors may from time to time determine, provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 20,491,774 (representing approximately 10% of the Company’s issued ordinary share capital (excluding treasury shares) immediately after the share consolidation pursuant to Resolution 16 or, if Resolution 16 is not passed, 21,467,573 existing ordinary shares of 100 pence (“Existing Ordinary Shares”) representing approximately 10% of the issued ordinary share capital of the Company as at 18th June 2012 (the latest practicable date prior to publication of this CONTD	Mgmt	For	For

CONT	CONTD Notice of Annual General Meeting)); (b) the minimum price which may be paid for an ordinary share is 104 16/21 pence (excluding expenses) or, if Resolution 16 is not passed, the minimum price which may be paid for an Existing Ordinary Share is 100 pence (excluding expenses); (c) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased (excluding expenses); and (d) unless previously renewed, revoked or varied by the Company in general meeting, the authority hereby conferred shall expire at the conclusion of the next annual general CONTD	Non-Voting

CONT	CONTD meeting of the Company after the passing of this resolution or, if earlier, on 25th October 2013, but a contract or contracts of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract	Non-Voting

19	That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days’ notice	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

KONINKLIJKE AHOLD NV



Security:	N0139V142	Agenda Number:	704305261

Ticker:		Meeting Type:	AGM

ISIN:	NL0006033250	Meeting Date:	4/17/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening	Non-Voting

2	Report of the Corporate Executive Board for financial year 2012	Non-Voting

3	Explanation of policy on additions to reserves and dividends	Non-Voting

4	Proposal to adopt 2012 financial statements	Mgmt	For	For

5	Proposal to determine the dividend over financial year 2012: EUR 0,44 per share	Mgmt	For	For

6	Discharge of liability of the members of the Corporate Executive Board	Mgmt	For	For

7	Discharge of liability of the members of the Supervisory Board	Mgmt	For	For

8	Proposal to appoint Mr. J.H.M. Hommen as a member of the Supervisory Board, with effect from October 1, 2013	Mgmt	For	For

9	Proposal to appoint Mr. D.C. Doijer for a new term as a member of the Supervisory Board, with effect from April 17, 2013	Mgmt	For	For

10	Proposal to appoint Mrs. S.M. Shern for a new term as a member of the Supervisory Board, with effect from April 17, 2013	Mgmt	For	For

11	Proposal to appoint Mr. B.J. Noteboom for a new term as a member of the Supervisory Board, with effect from April 17, 2013	Mgmt	For	For



12	Proposal to amend the Remuneration Policy for the Corporate Executive Board members	Mgmt	For	For

13	Proposal to amend the remuneration of the Supervisory Board	Mgmt	For	For

14	Proposal to amend the Articles of Association: Articles 5.9, 5.10, 41.1, 45, 9.2, 9.4-9.18, 14.1, 29.1, 7.1, 8.3, 28.1-28.4, 29.1-29.5, 42.4, 17.2-17.5, 22.7, 22.8, 36.3, 37.2, 37.5- 37.10, 20.4, 20.6 and 23.5-23.7 and 39.11	Mgmt	For	For

15	Proposal to appoint PricewaterhouseCoopers Accountants N.V. as external auditor of the Company for financial year 2013	Mgmt	For	For

16	Proposal to authorize the Corporate Executive Board for a period of 18 months, i.e. until and including October 17, 2014, to issue common shares or grant rights to acquire common shares up to a maximum of 10% of the issued share capital, subject to the approval of the Supervisory Board	Mgmt	For	For

17	Proposal to authorize the Corporate Executive Board for a period of 18 months, i.e. until and including October 17, 2014, to restrict or exclude, subject to the approval of the Supervisory Board, preemptive rights in relation to the issue of common shares or the granting of rights to acquire common shares	Mgmt	For	For

18	Proposal to authorize the Corporate Executive Board for a period of 18 months, i.e. until and including October 17, 2014, to acquire shares in the Company, subject to the approval of the Supervisory Board, up to a maximum of 10% of the issued share capital at the date of acquisition. Shares may be acquired at the stock exchange or otherwise, at a price (i) for common shares between par value and 110% of the opening price at Euronext Amsterdam N.V. at the date of the acquisition, and (ii) for the cumulative preferred financing shares between par value and 110% of the amount paid up (including share premium) on the relevant shares, provided that the Company together with its subsidiaries will not hold more than 10% of the issued share capital in the Company	Mgmt	For	For

19	Proposal to cancel common shares in the share capital of the Company held or to be acquired by the Company. The number of shares that will be cancelled shall be determined by the Corporate Executive Board	Mgmt	For	For

20	Closing	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

LAND SECURITIES GROUP PLC R.E.I.T, LONDON



Security:	G5375M118	Agenda Number:	703939679

Ticker:		Meeting Type:	AGM

ISIN:	GB0031809436	Meeting Date:	7/19/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the accounts of the Company for the year ended 31 March 2012 and the directors’ and auditors’ reports on such accounts	Mgmt	For	For

2	To declare a Final Dividend for the year ended 31 March 2012 of 7.4 pence per ordinary share	Mgmt	For	For

3	To approve the Directors’ Remuneration Report for the year ended 31 March 2012	Mgmt	For	For

4	To re-elect Alison Carnwath as a director	Mgmt	For	For

5	To re-elect Robert Noel as a director	Mgmt	For	For

6	To re-elect Martin Greenslade as a director	Mgmt	For	For

7	To re-elect Richard Akers as a director	Mgmt	For	For



8	To re-elect Kevin O’Byrne as a director	Mgmt	For	For

9	To re-elect Sir Stuart Rose as a director	Mgmt	For	For

10	To re-elect Simon Palley as a director	Mgmt	For	For

11	To re-elect David Rough as a director	Mgmt	For	For

12	To re-elect Christopher Bartram as a director	Mgmt	For	For

13	To elect Stacey Rauch, who has been appointed as a director by the Board since the last Annual General Meeting, as a director	Mgmt	For	For

14	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company	Mgmt	For	For

15	To authorise the directors to determine the remuneration of the auditors	Mgmt	For	For

16	To authorise the directors generally and unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: (i) up to an aggregate nominal amount of GBP 25,975,000; and (ii) comprising equity securities (as defined in section 560 of the Companies Act 2006 (the 2006 Act)) up to a further nominal amount of GBP 25,975,000 in connection with an offer by way of a rights issue: (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, and permitting the directors to impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to CONTD	Mgmt	For	For

CONT	CONTD deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if this authority had not expired	Non-Voting

17	In accordance with sections 366 and 367 of the 2006 Act, to authorise the Company and all companies that are its subsidiaries at any time during the period for which this Resolution has effect to: (i) make political donations to political parties or political organisations other than political parties; and (ii) incur other political expenditure, in each case, not exceeding GBP 20,000 in aggregate. This authority shall commence on the date of this Resolution and expire after the conclusion of the Company’s next Annual General Meeting. Any terms used in this Resolution which are defined in Part 14 of the 2006 Act shall have the same meaning for the purposes of this Resolution	Mgmt	For	For

18	If Resolution 16 is passed, to authorise the directors to allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 16 and/or to sell treasury shares, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authorisation shall be limited to: (i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities made to (but in the case of the authority granted under paragraph (ii) of Resolution 16, by way of a rights issue only): (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) holders of other equity securities, as required by the rights of those securities, or as the Board otherwise CONTD	Mgmt	For	For

CONT	CONTD considers necessary, and permitting the directors to impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (ii) in the case of the authority granted under paragraph (i) of Resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of GBP 3,896,250. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company may, before this authority expires CONTD	Non-Voting



CONT	CONTD , make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authorisation expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authorisation had not expired	Non-Voting

19	To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares on such terms as the directors think fit, provided that: (i) the maximum number of ordinary shares that may be acquired is 77,925,000, being 10% of the Company’s issued ordinary share capital (excluding treasury shares) as at 13 June 2012; (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10 pence; and (iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the CONTD	Mgmt	For	For

CONT	CONTD ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out. This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after such expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired	Non-Voting

20	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice	Mgmt	For	For

21	To adopt the 2012 Sharesave Plan Rules as summarised in Appendix 1 to Part II of this Notice (the “Sharesave Plan”) and further, that the directors be authorised to make such modifications to the Sharesave Plan as they may consider appropriate to take account of the requirements of HM Revenue and Customs and best practice, and for the implementation of the Sharesave Plan and to adopt the Sharesave Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Sharesave Plan	Mgmt	For	For

22	That the directors be authorised to amend and renew the terms of the 2005 Long Term Incentive Plan as summarised in Appendix 2 to Part II of this Notice	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

LIFE HEALTHCARE GROUP HOLDINGS LIMITED



Security:	S4682C100	Agenda Number:	704215284

Ticker:		Meeting Type:	AGM

ISIN:	ZAE000145892	Meeting Date:	1/31/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of the Group annual financial statements for the year ended 30 September 2012	Mgmt	For	For

2.1	Re-election of Director: MP Ngatane	Mgmt	For	For

2.2	Re-election of Director: LM Mojela	Mgmt	For	For

2.3	Re-election of Director: PJ Golesworthy	Mgmt	For	For

3	Resolved that the reappointment of the auditors, PricewaterhouseCoopers Inc, as independent auditors of the Company and the Group, and FJ Lombard as the designated audit partner, be approved for the ensuing year	Mgmt	For	For

4.1	Appointment of Group audit committee members subject, where necessary to their reappointment as directors of the Company in terms of the resolution in paragraph 2 above: PJ Golesworthy (Chairman)	Mgmt	For	For

4.2	Appointment of Group audit committee members subject, where necessary to their reappointment as directors of the Company in terms of the resolution in paragraph 2 above: LM Mojela	Mgmt	For	For

4.3	Appointment of Group audit committee members subject, where necessary to their reappointment as directors of the Company in terms of the resolution in paragraph 2 above: TS Munday	Mgmt	For	For



5.1	Appointment of Group social, ethics and transformation committee member: FA du Plessis	Mgmt	For	For

5.2	Appointment of Group social, ethics and transformation committee member: CMD Flemming	Mgmt	For	For

5.3	Appointment of Group social, ethics and transformation committee member: LM Mojela	Mgmt	For	For

5.4	Appointment of Group social, ethics and transformation committee member: MP Ngatane	Mgmt	For	For

5.5	Appointment of Group social, ethics and transformation committee member: NK Patel	Non-Voting

6	Approval of remuneration policy	Mgmt	For	For

7	Remuneration of auditors	Mgmt	For	For

8	Placement of authorised but unissued shares under the control of the directors	Mgmt	For	For

9	Specific authority to issue shares for cash	Mgmt	For	For

10	Authority for any one director to sign necessary documents	Mgmt	For	For

S.11	General authority to repurchase Company shares	Mgmt	For	For

S.12	Approval of non-executive directors’ remuneration	Mgmt	For	For

S.13	General authority to provide financial assistance to related and inter-related companies	Mgmt	For	For

S.14	Replacement of the Memorandum of Incorporation	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

LONZA GROUP AG, BASEL



Security:	H50524133	Agenda Number:	704331569

Ticker:		Meeting Type:	AGM

ISIN:	CH0013841017	Meeting Date:	4/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 150278, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1	Annual report, consolidated financial statements and financial statements of Lonza Group Ltd; reports of the auditors	Mgmt	No vote

2	Consultative vote on the remuneration report	Mgmt	No vote

3	Discharge of the members of the Board of Directors	Mgmt	No vote

4	Appropriation of available earnings / Reserves from contribution of capital	Mgmt	No vote



5.1.a	Re-election to the Board of Directors: Patrick Aebischer	Mgmt	No vote

5.1.b	Re-election to the Board of Directors: Jean-Daniel Gerber	Mgmt	No vote

5.1.c	Re-election to the Board of Directors: Margot Scheltema	Mgmt	No vote

5.1.d	Re-election to the Board of Directors: Rolf Soiron	Mgmt	No vote

5.1.e	Re-election to the Board of Directors: Peter Wilden	Mgmt	No vote

5.2.a	Elections to the Board of Directors: Werner J. Bauer	Mgmt	No vote

5.2.b	Elections to the Board of Directors: Thomas Ebeling	Mgmt	No vote

5.2.c	Elections to the Board of Director: Antonio Trius	Mgmt	No vote

6	Re-election of the auditor for the 2013 fiscal year, KPMG Ltd, Zurich	Mgmt	No vote

7	The Board of Directors proposes that the authorized share capital of the Company in a maximum amount of CHF 5,000,000 be renewed for a period of two years until 9 April 2015 and Article 4ter of the Articles of Association be amended accordingly	Mgmt	No vote

CMMT	IF AT THE TIME OF THE GENERAL MEETING, THE BOARD OF DIRECTORS OR SHAREHOLDERS MAKE ADDITIONAL PROPOSALS OR PROPOSALS FOR A CHANGE REGARDING THE POINTS OF THE PUBLISHED AGENDA, THE REPRESENTATIVE HAS TO VOTE AS FOLLOWS: 1 OPTION EITHER 8.A OR 8.B NEED TO BE INSTRUCTED (WITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSES IN THE EVENT OF NEW OR MODIFIED PROPOSALS	Non-Voting

8.A	Approval of the proposal of the Board of Directors	Shr	No vote

8.B	Abstention	Shr	No vote

Manning & Napier Fund, Inc. World Opportunities Series

MARKS AND SPENCER GROUP PLC



Security:	G5824M107	Agenda Number:	703906226

Ticker:		Meeting Type:	AGM

ISIN:	GB0031274896	Meeting Date:	7/10/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Receive Annual Report and Accounts	Mgmt	For	For

2	Approve the Remuneration report	Mgmt	For	For

3	Declare final dividend	Mgmt	For	For

4	Elect Vindi Banga	Mgmt	For	For

5	Elect Miranda Curtis	Mgmt	For	For

6	Re-elect Marc Bolland	Mgmt	For	For

7	Re-elect Kate Bostock	Mgmt	For	For

8	Re-elect Jeremy Darroch	Mgmt	For	For



9	Re-elect John Dixon	Mgmt	For	For

10	Re-elect Martha Lane Fox	Mgmt	For	For

11	Re-elect Steven Holliday	Mgmt	For	For

12	Re-elect Jan du Plessis	Mgmt	For	For

13	Re-elect Steven Sharp	Mgmt	For	For

14	Re-elect Alan Stewart	Mgmt	For	For

15	Re-elect Robert Swannell	Mgmt	For	For

16	Re-elect Laura Wade Gery	Mgmt	For	For

17	Re appoint PwC as auditors	Mgmt	For	For

18	Authorise Audit Committe to determine auditors remuneration	Mgmt	For	For

19	Authorise allotment of shares	Mgmt	For	For

20	Disapply pre emption rights	Mgmt	For	For

21	Authorise purchase of own shares	Mgmt	For	For

22	Call general meetings on 14 days notice	Mgmt	For	For

23	Authorise the Company and its subsidiaries to make political donations	Mgmt	For	For

24	Approve renewal of the SIP	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 23.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

MINDRAY MEDICAL INT’L LTD.



Security:	602675100	Agenda Number:	933717021

Ticker:	MR	Meeting Type:	Annual

ISIN:	US6026751007	Meeting Date:	12/28/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RE-ELECTION OF MR. XU HANG AS A DIRECTOR AND THE CHAIRMAN OF THE BOARD OF THE COMPANY.	Mgmt	For	For

2.	RE-ELECTION OF MR. RONALD EDE AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

3.	RE-ELECTION OF MR. CHEN QINGTAI AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For

4.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

MITSUI O.S.K.LINES,LTD.



Security:	J45013109	Agenda Number:	704546110

Ticker:		Meeting Type:	AGM

ISIN:	JP3362700001	Meeting Date:	6/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

3	Appoint a Corporate Auditor	Mgmt	Against	Against

4	Appoint a Substitute Corporate Auditor	Mgmt	For	For

5	Issue of Stock Acquisition Rights for the Purpose of Executing a Stock Option System to Executive Officers, General Managers, and Presidents of the Company’s Consolidated Subsidiaries in Japan	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

NESTLE SA, CHAM UND VEVEY



Security:	H57312649	Agenda Number:	704321532

Ticker:		Meeting Type:	AGM

ISIN:	CH0038863350	Meeting Date:	4/11/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 151749, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

1.1	Approval of the Annual Report, the financial statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2012	Mgmt	For	For

1.2	Acceptance of the Compensation Report 2012 (advisory vote)	Mgmt	For	For

2	Release of the members of the Board of Directors and of the Management	Mgmt	For	For



3	Appropriation of profits resulting from the balance sheet of Nestle S.A. (proposed dividend) for the financial year 2012	Mgmt	For	For

4.1.1	Re-elections to the Board of Directors: Mr. Peter Brabeck-Letmathe	Mgmt	Against	Against

4.1.2	Re-elections to the Board of Directors: Mr. Steven G. Hoch	Mgmt	For	For

4.1.3	Re-elections to the Board of Directors: Ms. Titia de Lange	Mgmt	For	For

4.1.4	Re-elections to the Board of Directors: Mr. Jean-Pierre Roth	Mgmt	For	For

4.2	Election to the Board of Directors Ms. Eva Cheng	Mgmt	For	For

4.3	Re-election of the statutory auditors KPMG SA, Geneva branch	Mgmt	For	For

CMMT	IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE FOLLOWING INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR 5.C NEED TO BE INSTRUCTED (WITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE IN THE EVENT OF NEW OR MODIFIED PROPOSALS	Non-Voting

5.A	MANAGEMENT RECOMMENDS A FOR VOTE ON THIS PROPOSAL: Vote in accordance with the proposal of the Board of Directors	Shr	Take No Action

5.B	Vote against the proposal of the Board of Directors	Shr	Take No Action

5.C	Abstain	Shr	For	Against

Manning & Napier Fund, Inc. World Opportunities Series

NEXANS, PARIS



Security:	F65277109	Agenda Number:	704460132

Ticker:		Meeting Type:	MIX

ISIN:	FR0000044448	Meeting Date:	5/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 181519 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0405/2013040513011 42.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2013/0426/2013042613015 87.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF COMMENT. THANK YOU.	Non-Voting

O.1	Approval of the corporate financial statements for the financial year ended December 31, 2012-Management report-Discharge of duties to Board members	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2012	Mgmt	For	For



O.3	Allocation of income for the financial year and setting the dividend	Mgmt	For	For

O.4	Renewal of term of as Mr. Jerome Gallot as Board member	Mgmt	Against	Against

O.5	Renewal of term of as Mr. Francisco Perez Mackenna as Board member	Mgmt	For	For

O.6	Approval of regulated agreements between the Company and Madeco	Mgmt	For	For

O.7	Approval of regulated agreements between the Company and BNP Paribas	Mgmt	For	For

O.8	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For

E.9	Delegation of authority to be granted to the Board of Directors to carry out free allocations of shares existing or to be issued, under performance conditions set by the Board of Directors to employees and corporate officers of the Group or to some of them with cancellation of preferential subscription rights within the limit of a nominal amount of Euros 260,000	Mgmt	Against	Against

E.10	Delegation of authority to be granted to the Board of Directors to carry out free allocations of shares existing or to be issued to employees or to some of them with cancellation of preferential subscription rights within the limit of a nominal amount of Euros 15,000	Mgmt	For	For

E.11	Delegation of authority to be granted to the Board of Directors to decide to increase share capital by issuing shares or securities giving access to capital reserved for members of savings plans with cancellation of preferential subscription rights in favor of the latter within the limit of Euros 400,000	Mgmt	For	For

O.12	Powers to carry out all legal formalities	Mgmt	For	For

O.13	PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL AGREED BY THE BOARD: (Approved by the Board of Directors during the meeting held on April 11, 2013): Appointment of Mr. Andronico Luksic Craig as Director	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

NIPPON YUSEN KABUSHIKI KAISHA



Security:	J56515133	Agenda Number:	704573965

Ticker:		Meeting Type:	AGM

ISIN:	JP3753000003	Meeting Date:	6/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	Against	Against

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For



2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

2.11	Appoint a Director	Mgmt	For	For

2.12	Appoint a Director	Mgmt	For	For

2.13	Appoint a Director	Mgmt	For	For

3	Appoint a Corporate Auditor	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

NORSK HYDRO ASA, OSLO



Security:	R61115102	Agenda Number:	704437830

Ticker:		Meeting Type:	AGM

ISIN:	NO0005052605	Meeting Date:	5/8/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.	Non-Voting

1	Approval of the notice and the agenda	Mgmt	For	For

2	Election of one person to countersign the Minutes	Mgmt	For	For

3	Approval of the Financial Statements and the Board of Directors’ Report for the financial year 2012 for Norsk Hydro ASA and the group, including distribution of dividend	Mgmt	For	For

4	Auditor’s remuneration	Mgmt	For	For

5	Statement on corporate governance in accordance with Section 3-3b of the Norwegian Accounting Act	Non-Voting

6	Guidelines for remuneration to the executive management	Mgmt	For	For

7.1	Remuneration for the members of the Corporate Assembly	Mgmt	For	For

7.2	Remuneration for the members of the Nomination Committee	Mgmt	For	For

8	Question from a shareholder	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

NOVO NORDISK A/S, BAGSVAERD



Security:	K7314N152	Agenda Number:	704278476

Ticker:		Meeting Type:	AGM

ISIN:	DK0060102614	Meeting Date:	3/20/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU	Non-Voting

CMMT	PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.	Non-Voting

2	Adoption of the audited Annual Report 2012	Mgmt	For	For

3.1	Approve remuneration of directors for 2012 in the aggregate amount of DKK 9.4 million	Mgmt	For	For

3.2	Approve remuneration of directors for 2013 in the amount of DKK 1.5 million for chairman, DKK 1 million for vice chairman, and base amount of DKK 500,000 for other members approve remuneration for committee work	Mgmt	For	For

4	Approve allocation of income and dividends of DKK 18 per share	Mgmt	For	For

5.1	The Board of Directors proposes election of Goran Ando as chairman	Mgmt	For	For

5.2	The Board of Directors proposes election of Jeppe Christiansen as vice chairman	Mgmt	For	For

5.3.a	Election of other members to the Board of Directors: Bruno Angelici	Mgmt	For	For

5.3.b	Election of other members to the Board of Directors: Henrik Gurtler	Mgmt	For	For

5.3.c	Election of other members to the Board of Directors: Liz Hewitt	Mgmt	For	For

5.3.d	Election of other members to the Board of Directors: Thomas Paul Koestler	Mgmt	For	For

5.3.e	Election of other members to the Board of Directors: Hannu Ryopponen	Mgmt	For	For

6	Re-appointment of PricewaterhouseCoopers as auditor	Mgmt	For	For

7.1	Proposals from the Board of Directors: Reduction of the Company’s B share capital from DKK 452,512,800 to DKK 442,512,800	Mgmt	For	For

7.2	Proposals from the Board of Directors: approve creation of up to DKK 78 million pool of capital with or without pre-emptive rights	Mgmt	For	For



7.3	Proposals from the Board of Directors: Authorisation of the Board of Directors to allow the Company to repurchase own shares	Mgmt	For	For

7.4	Proposals from the Board of Directors: Adoption of revised Remuneration Principles	Mgmt	For	For

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS 3.1, 3.2, 4 AND 7.2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

OCADO GROUP PLC, HATFIELD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Annual Report and Accounts	Mgmt	For	For

2	To approve the Remuneration Report	Mgmt	For	For

3	To re-appoint Sir Stuart Rose	Mgmt	For	For

4	To re-appoint David Grigson	Mgmt	For	For

5	To re-appoint Tim Steiner	Mgmt	For	For

6	To re-appoint Duncan Tatton-Brown	Mgmt	For	For

7	To re-appoint Jason Gissing	Mgmt	For	For

8	To re-appoint Neill Abrams	Mgmt	For	For

9	To re-appoint Mark Richardson	Mgmt	For	For

10	To re-appoint Jorn Rausing	Mgmt	For	For

11	To re-appoint Robert Gorrie	Mgmt	For	For

12	To re-appoint Ruth Anderson	Mgmt	For	For

13	To re-appoint Douglas McCallum	Mgmt	For	For

14	To re-appoint Alex Mahon	Mgmt	For	For

15	To re-appoint PricewaterhouseCoopers LLP as auditors	Mgmt	For	For

16	To authorise the Directors to determine the auditors’ remuneration	Mgmt	For	For

17	Authority for political donations and political expenditure	Mgmt	For	For

18	The Ocado Long-Term Incentive Plan	Mgmt	For	For

19	The Chairman’s Share Matching Award	Mgmt	Against	Against



20	Authority to allot shares	Mgmt	For	For

21	Authority to disapply pre-emption rights	Mgmt	For	For

22	Authority to purchase own shares	Mgmt	For	For

23	Notice of general meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

PACIFIC BASIN SHIPPING LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0315/LTN20130315252.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0315/LTN20130315240.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To receive and adopt the audited financial statements and the Reports of the Directors and Auditors for the year ended 31 December 2012	Mgmt	For	For

2	To declare final dividend for the year ended 31 December 2012	Mgmt	For	For

3.i	To re-elect Mr. Mats H. Berglund as an Executive Director	Mgmt	For	For

3.ii	To re-elect Mr. Andrew T. Broomhead as an Executive Director	Mgmt	For	For

3.iii	To re-elect Mr. Chanakya Kocherla as an Executive Director	Mgmt	For	For

3.iv	To re-elect Mr. Robert C. Nicholson as an Independent Non-executive Director	Mgmt	Against	Against

3.v	To authorise the Board to fix the remuneration of the Directors	Mgmt	For	For

4	To re-appoint Messrs. PricewaterhouseCoopers as Auditors for the year ending 31 December 2013 and to authorise the Board to fix their remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to allot Shares as set out in item 5 of the AGM Notice	Mgmt	For	For

6	To grant a general mandate to the Directors for the repurchase of Shares as set out in item 6 of the AGM Notice	Mgmt	For	For

7	To grant a specific mandate to the Directors to issue Shares to satisfy Share Awards pursuant to the 2013 Share Award Scheme as set out in item 7 of the AGM Notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

PETROLEO BRASILEIRO S.A. - PETROBRAS


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O4A	ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

O6A	ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

PETROLEUM GEO-SERVICES ASA, LYSAKER


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.	Non-Voting

1	Approval of the calling notice and agenda	Mgmt	For	For

2	Election of person to countersign the minutes	Mgmt	For	For

3	Approval of the directors’ report and financial statements of Petroleum Geo-Services ASA and the group for 2012	Mgmt	For	For

4	Approval of dividends for 2012: NOK 1.65 per share is paid as dividend for 2012, constituting an aggregate dividend payment of NOK 359,369,995. The dividend will be paid to those who are shareholders at end of trading on 14 May 2013, and the shares will be trading exclusive dividend rights as of 15 May 2013	Mgmt	For	For

5	Approval of the auditor’s fee for 2012	Mgmt	For	For

6.1	Election of board of director: Francis Robert Gugen (Chairperson)	Mgmt	For	For

6.2	Election of board of director: Harald Norvik (Vice Chairperson)	Mgmt	For	For

6.3	Election of board of director: Daniel J. Piette	Mgmt	For	For

6.4	Election of board of director: Holly Van Deursen	Mgmt	For	For

6.5	Election of board of director: Annette Malm Justad	Mgmt	For	For

6.6	Election of board of director: Carol Bell	Mgmt	For	For

6.7	Election of board of director: Ingar Skaug	Mgmt	For	For



7.1	Nomination Committee - Election of member: Roger O’Neil (Chairperson)	Mgmt	For	For

7.2	Nomination Committee - Election of member: C. Maury Devine	Mgmt	For	For

7.3	Nomination Committee - Election of member: Hanne Harlem	Mgmt	For	For

8.1	Approval of the board members’ and nomination committee members’ fees: Motion to approve board members and nomination committee members’ fees	Mgmt	For	For

8.2	Approval of the board members’ and nomination committee members’ fees: Motion to approve the principles for the shareholder elected board members’ fees for the period 14 May 2013 to the annual general meeting 2014	Mgmt	For	For

8.3	Approval of the board members’ and nomination committee members’ fees: Motion to approve the principles for the fees for the members of the nomination committee for the period 14 May 2013 to the annual general meeting 2014	Mgmt	For	For

9	Authorization to acquire treasury shares	Mgmt	For	For

10	Statement from the board regarding remuneration principles for senior executives	Mgmt	For	For

11	Approval of performance based restricted stock plan	Mgmt	For	For

12.1	Motion to authorize the company’s board of directors to increase the share capital: General authorization to issue new shares	Mgmt	For	For

12.2	Motion to authorize the company’s board of directors to increase the share capital: Authorization to issue new shares in connection with existing share option programs	Mgmt	For	For

13	Motion to authorize the company’s board of directors to issue convertible loans	Mgmt	For	For

14	Indemnification of board of directors and CEO	Mgmt	For	For

15	Change of the company’s articles of association: With effect from 16 August 2013 section4 of the Company’s Article of Association shall be amended from: The Company’s domicile shall be in Baerum Municipality. To: The Company’s domicile shall be in Oslo Municipality	Mgmt	For	For

16	Corporate governance statement	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

PRYSMIAN S.P.A., MILANO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation

CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 168205 DUE TO RECEIPT OF AUDITORS’ SLATES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE URL LINK: https://materials.proxyvote.com/Approved/999 99Z/19840101/NPS_156672.PDF	Non-Voting

O.1	Financial statements at 31 December 2012. Directors report and proposed allocation of net profit for the year report by the board of statutory auditors, report by the independent auditors	Mgmt	For	For



CMMT	PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS AUDITORS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.	Non-Voting

O.2.1	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: Appointment of the board of statutory auditors and its chairman for the period 2013 2015: List presented by Clubtre Srl: Effective: 1. Mr. Paolo Lazzati and 2. Mrs. Maria Luisa Mosconi. Alternate: 1. Mr. Marcello Garzia	Shr	Take No Action

O.2.2	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: Appointment of the board of statutory auditors and its chairman for the period 2013 2015: List presented by Allianz Global Investors Italia SGR SpA: Effective: 1. Mr. Pellegrino Libroia. Alternate: 1. Mrs. Claudia Mezzabotta	Shr	For	Against

O.3	Determination of the emoluments of members of the board of statutory auditors	Mgmt	Abstain	Against

O.4	Grant of authority to the board of directors to buy back and dispose of treasury shares pursuant to articles 2357 and 2357 ter of the Italian civil code. Revocation of the authorisation to buy back and dispose of treasury shares under the shareholder resolution dated 18 April 2012	Mgmt	For	For

O.5	Share ownership plan in favour of Prysmian Group’s employees	Mgmt	For	For

O.6	Consultation on the Prysmian Group’s remuneration policies	Mgmt	For	For

E.1	Authorization to convert, under art. 2420 bis, par.1 of the Italian civil code, of the equity linked bond, resolved by the board of directors on 4 March 2013, reserved to institutional investors and with nominal value equal to euro 300,000,000.00. Consequent increase in share capital under art. 2420 bis, par.2 of the Italian civil code, in a divisible form, with the exclusion of pre emptive rights under art. 2441, par. 5 of the Italian civil code, serving the abovementioned convertible bond by a maximum nominal amount of euro 1,344,411.30, by issuing up to 13.444.113 ordinary shares of the company with a nominal value of euro 0.10 each. Amendment of art. 6 of the bylaws. Resolutions related thereto. Granting of powers in relation to the above transaction	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

QIAGEN NV, VENLO


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening	Non-Voting

2	Managing Board Report for the year ended December 31, 2012 ( Fiscal Year 2012 )	Non-Voting

3	Supervisory Board Report on the Company s Annual Accounts (the Annual Accounts ) for Fiscal Year 2012	Non-Voting

4	Adoption of the Annual Accounts for Fiscal Year 2012	Mgmt	For	For

5	Reservation and dividend policy	Non-Voting

6	Discharge from liability of the Managing Directors for the performance of their duties during Fiscal Year 2012	Mgmt	For	For

7	Discharge from liability of the Supervisory Directors for the performance of their duties during Fiscal Year 2012	Mgmt	For	For

8.a	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Prof. Dr. Detlev Riesner	Mgmt	Against	Against

8.b	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Dr. Werner Brandt	Mgmt	For	For



8.c	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Dr. Metin Colpan	Mgmt	For	For

8.d	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Prof. Dr. Manfred Karobath	Mgmt	Against	Against

8.e	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Ms. Elizabeth E. Tallett	Mgmt	For	For

8.f	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Mr. Stephane Bancel	Mgmt	For	For

8.g	Appointment and reappointment, as applicable, of the following Supervisory Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Mr. Lawrence A. Rosen	Mgmt	For	For

9.a	Reappointment of the following Managing Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Mr. Peer Schatz	Mgmt	For	For

9.b	Reappointment of the following Managing Director of the Company for a term ending on the date of the Annual General Meeting in 2014: Mr. Roland Sackers	Mgmt	For	For

10	Reappointment of Ernst & Young Accountants LLP as auditors of the Company for the fiscal year ending December 31, 2013	Mgmt	For	For

11.a	Authorization of the Supervisory Board, until December 26, 2014 to: issue a number of Common Shares and financing preference shares and grant rights to subscribe for such shares, the aggregate par value of which shall be equal to the aggregate par value of all shares issued and outstanding in the capital of the Company as at December 31, 2012 as included in the Annual Accounts for Fiscal Year 2012	Mgmt	For	For

11.b	Authorization of the Supervisory Board, until December 26, 2014 to: restrict or exclude the pre-emptive rights with respect to issuing shares or granting subscription rights, the aggregate par value of such shares or subscription rights shall be up to a maximum of twenty percent (20%) of the aggregate par value of all shares issued and outstanding in the capital of the Company as at December 31, 2012	Mgmt	For	For

12	Authorization of the Managing Board, until December 26, 2014, to acquire shares in the Company s own share capital	Mgmt	For	For

13	Questions	Non-Voting

14	Closing	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

RANDSTAD HOLDING NV


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening of the general meeting	Non-Voting

2	It is proposed to change the articles of association in respect of the following subjects: possibility to issue preference shares class C	Mgmt	For	For

3	It is proposed that the managing board subject to the approval of the supervisory board be designated for a period of 3 months as the body which is authorised to resolve to issue preference shares class c up to an amount not exceeding EUR 200.0 00.000,- in order to strengthen the financial position of the company and decrease the leverage ratio	Mgmt	For	For



4	It is proposed that the managing board be authorised subject to the approval of the supervisory board, to cause the company to acquire its own ordinary shares for valuable consideration, up to a maximum number of 3 percent of the issued and placed capital in order to cover the staff option and share plan for the senior management and managing board. such acquisition may be effected by means of any type of contract, including stock exchange transaction s and private transactions. the price must lie between the nominal value of the shares and an amount equal to 110 percent of the market price. the authorisation will be valid for a period of 18 months, commencing on 16 January 2013	Mgmt	For	For

5	It is proposed to appoint F.Beharel as member of the managing board for a period of 4 years	Mgmt	For	For

6	Any other business	Non-Voting

7	Closing of the general meeting	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS 6 AND 7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

SABMILLER PLC, WOKING SURREY


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive and adopt the financial statements for the year ended 31 March 2012, together with the reports of the directors and auditors therein	Mgmt	For	For

2	To receive and, if thought fit, to approve the Directors’ Remuneration Report 2012 contained in the Annual Report for the year ended 31 March 2012	Mgmt	Against	Against

3	To elect Dr A J Clark as a director of the Company	Mgmt	For	For

4	To re-elect Mr M H Armour as a director of the Company	Mgmt	For	For

5	To re-elect Mr G C Bible as a director of the Company	Mgmt	For	For

6	To re-elect Mr D S Devitre as a director of the Company	Mgmt	For	For

7	To re-elect Mrs L M S Knox as a director of the Company	Mgmt	For	For

8	To re-elect Mr E A G Mackay as a director of the Company	Mgmt	Abstain	Against

9	To re-elect Mr P J Manser as a director of the Company	Mgmt	Against	Against

10	To re-elect Mr J A Manzoni as a director of the Company	Mgmt	For	For

11	To re-elect Mr M Q Morland as a director of the Company	Mgmt	Against	Against

12	To re-elect Dr D F Moyo as a director of the Company	Mgmt	For	For

13	To re-elect Mr C A Perez Davila as a director of the Company	Mgmt	For	For

14	To re-elect Mr M C Ramaphosa as a director of the Company	Mgmt	Against	Against



15	To re-elect Mr A Santo Domingo Davila as a director of the Company	Mgmt	For	For

16	To re-elect Ms H A Weir as director of the Company	Mgmt	For	For

17	To re-elect Mr H A Willard as a director of the Company	Mgmt	For	For

18	To re-elect Mr J S Wilson as a director of the Company	Mgmt	For	For

19	To declare a final dividend of 69.5 US cents per share	Mgmt	For	For

20	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	Mgmt	For	For

21	To authorise the directors to determine the remuneration of the auditors	Mgmt	For	For

22	To give a general power and authority to the directors to allot shares	Mgmt	For	For

23	To give a general power and authority to the directors to allot shares for cash otherwise than pro rata to all shareholders	Mgmt	For	For

24	To give a general authority to the directors to make market purchases of ordinary shares of USD 0.10 each in the capital of the Company	Mgmt	For	For

25	To approve the calling of general meetings, other than an annual general meeting, on not less than 14 clear days’ notice	Mgmt	For	For

	PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUTION 8.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: PETER L.S. CURRIE	Mgmt	For	For

1B.	ELECTION OF DIRECTOR: TONY ISAAC	Mgmt	Against	Against

1C.	ELECTION OF DIRECTOR: K. VAMAN KAMATH	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: PAAL KIBSGAARD	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: ADRIAN LAJOUS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: MICHAEL E. MARKS	Mgmt	For	For

1H.	ELECTION OF DIRECTOR: LUBNA S. OLAYAN	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: L. RAFAEL REIF	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: TORE I. SANDVOLD	Mgmt	For	For



1K.	ELECTION OF DIRECTOR: HENRI SEYDOUX	Mgmt	For	For

2.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

3.	TO APPROVE THE COMPANY’S 2012 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS.	Mgmt	For	For

4.	TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

5.	TO APPROVE THE ADOPTION OF THE 2013 SCHLUMBERGER OMNIBUS INCENTIVE PLAN.	Mgmt	For	For

6.	TO APPROVE THE ADOPTION OF AN AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER DISCOUNT STOCK PURCHASE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0128/LTN20130128149.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2013/0128/LTN20130128151.pdf	Non-Voting

1	To consider and approve the appointment of Mr. Gong Jian Bo as an executive director of the Company	Mgmt	For	For

2	To consider and approve the appointment of Mr. Xia Lie Bo as an executive director of the Company	Mgmt	For	For

3	To consider and approve the appointment of Mr. Long Jing as a supervisor of the Company	Mgmt	Against	Against

4	To consider and approve, subject to fulfillment of all relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed, the amendments to the Articles of Association of the Company (as described in the Appendix IV to this circular)	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415459.pdf, http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415421.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0415/LTN20130415405.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

1	To consider and approve the audited consolidated financial statements of the Group (including the Company and its subsidiaries) for the year ended 31 December 2012	Mgmt	For	For

2	To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2012	Mgmt	For	For



3	To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2012	Mgmt	For	For

4	To declare a final dividend of RMB0.033 per share of RMB0.1 each in the Company for the year ended 31 December 2012	Mgmt	For	For

5	To consider and approve the proposal for the re-appointment of Deloitte Touche Tohmatsu as the auditor of the Company for the year ending 31 December 2013, and to authorise the Board to determine his remuneration	Mgmt	For	For

6	To consider and authorise the Board to approve the remuneration of the directors, supervisors and senior management of the Company for the year ending 31 December 2013	Mgmt	For	For

7	To consider and approve the general mandate to be granted to the Board to issue new shares	Mgmt	Against	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 30 MAY TO 30 APRIL 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

SHIN-ETSU CHEMICAL CO.,LTD.


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	Against	Against

2.5	Appoint a Director	Mgmt	Against	Against

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

2.11	Appoint a Director	Mgmt	For	For

2.12	Appoint a Director	Mgmt	For	For

2.13	Appoint a Director	Mgmt	For	For

2.14	Appoint a Director	Mgmt	For	For

3	Appoint a Corporate Auditor	Mgmt	Against	Against

4	Approve Extension of Anti-Takeover Defense Measures	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

SIEMENS AG, MUENCHEN



Security:	D69671218	Agenda Number:	704206855

Ticker:		Meeting Type:	AGM

ISIN:	DE0007236101	Meeting Date:	1/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	This is a general meeting for registered shares. For German registered shares, the shares have to be registered within the company’s shareholder book. Depending on the processing of the local sub custodian if a client wishes to withdraw its voting instruction due to intentions to trade/lend their stock, a Take No Action vote must be received by the vote deadline as displayed on ProxyEdge to facilitate de-registration of shares from the company’s shareholder book. Any Take No Action votes received after the vote deadline will only be forwarded and processed on a best effort basis. Please contact your client services representative if you require further information. Thank you.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 08.01.2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group, including the Explanatory Report on the information required pursuant to Section 289 (4) and (5) and Section 315 (4) of the German Commercial Code (HGB) as of September 30, 2012, as well as the Report of the Supervisory Board, the Corporate Governance Report, the Compensation Report, and the Compliance Report for fiscal year 2012	Non-Voting

2.	To resolve on the appropriation of net income of Siemens AG to pay a dividend	Mgmt	For	For



3.	To ratify the acts of the members of the Managing Board	Mgmt	For	For

4.	To ratify the acts of the members of the Supervisory Board	Mgmt	For	For

5.	To resolve on the appointment of Ernst & Young GmbH Wirtschaftsprufungsgesellschaft, Stuttgart as the independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements	Mgmt	For	For

6 A.	To resolve on the election of new member to the Supervisory Board: Dr. Josef Ackermann	Mgmt	Against	Against

6 B.	To resolve on the election of new member to the Supervisory Board: Gerd von Brandenstein	Mgmt	For	For

6 C.	To resolve on the election of new member to the Supervisory Board: Dr. Gerhard Cromme	Mgmt	Against	Against

6 D.	To resolve on the election of new member to the Supervisory Board: Michael Diekmann	Mgmt	For	For

6 E.	To resolve on the election of new member to the Supervisory Board: Dr. Hans Michael Gaul	Mgmt	For	For

6 F.	To resolve on the election of new member to the Supervisory Board: Prof. Dr. Peter Gruss	Mgmt	For	For

6 G.	To resolve on the election of new member to the Supervisory Board: Dr. Nicola Leibinger-Kammueller	Mgmt	For	For

6 H.	To resolve on the election of new member to the Supervisory Board: Gerard Mestrallet	Mgmt	For	For

6 I.	To resolve on the election of new member to the Supervisory Board: Gueler Sabanci	Mgmt	For	For

6 J.	To resolve on the election of new member to the Supervisory Board: Werner Wenning	Mgmt	For	For

7.	To resolve on the approval of a settlement agreement with a former member of the Managing Board	Mgmt	For	For

8.	To resolve on the approval of the Spin-off and Transfer Agreement between Siemens AG and OSRAM Licht AG, Munich, dated November 28, 2012	Mgmt	For	For

	PLEASE NOTE THAT THE DISCLOSURE OF THE BENEFICIAL OWNER DATA WILL BE REQUIRED WHEN EXCEEDING A CERTAIN LIMIT OF SHARE HOLDINGS OF THE STATUTORY SHARE CAPITAL. THEREFORE BROADRIDGE WILL BE DISCLOSING THE BENEFICIAL OWNER DATA FOR ALL VOTED ACCOUNTS TO THE RESPECTIVE LOCAL SUB CUSTODIAN. PLEASE NOTE THAT DEPENDING ON THE PROCESSING OF THE LOCAL SUB CUSTODIAN BLOCKING MAY APPLY. THE VOTE DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE HAS OBTAINED ALL LOCAL SUB CUSTODIANS’ CONFIRMATIONS REGARDING THEIR DEADLINE FOR INSTRUCTIONS. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT AND CHANGE IN BLOCKING INDICATOR FROM “N” TO “Y”. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

	Please be advised that the major German custodian banks-BNP Paribas, Bank of New York Mellon, Citi and Deutsche Bank-as well as Siemens AG should like to clarify that voted shares are NOT blocked for trading purposes i.e. they are only unavailable for settlement. In order to deliver/settle a voted position before the 17 January 2013 start of business, a voting instruction cancellation and de-register request simply needs to be sent to your Custodian.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

SONIC HEALTHCARE LIMITED



Security:	Q8563C107	Agenda Number:	704118694

Ticker:		Meeting Type:	AGM

ISIN:	AU000000SHL7	Meeting Date:	11/22/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 2 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (2), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.	Non-Voting

1	Re-election of Mr Colin Jackson as a Director of the Company	Mgmt	For	For

2	Adoption of the Remuneration Report	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

SONOVA HOLDING AG, STAEFA



Security:	H8024W106	Agenda Number:	704528833

Ticker:		Meeting Type:	AGM

ISIN:	CH0012549785	Meeting Date:	6/18/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PART 1 OF THIS MEETING IS FOR REGISTRATION ONLY. IF YOU WISH TO SUBMIT A VOTE OR A MEETING ATTENDANCE ON PART 2 OF THE MEETING, THIS CAN ONLY BE PROCESSED BY THE SUB-CUSTODIAN IF YOU FIRST VOTE IN FAVOUR OF THE REGISTRATION IN PART 1 BELOW BY VOTING IN FAVOUR OF THE BELOW RESOLUTION, YOU ARE AUTHORISING BROADRIDGE TO ASK YOUR SUB-CUSTODIAN TO REGISTER THE SHARES. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. DEPENDING ON SUB-CUSTODIAN PRACTICES, SHARES MAY REMAIN REGISTERED UNTIL MEETING DATE+1. DE-REGISTRATION PROCEDURES MAY VARY AND THEREFORE SHARES MAY NOT ALWAYS BE AVAILABLE FOR TRADING. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY CONCERNS.	Non-Voting

CMMT	PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. ALTHOUGH BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR	Non-Voting

	SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE.

1.1	Approval of the annual report, of the financial statements of Sonova Holding AG and of the consolidated financial statements for 2012/13, acknowledgement of the auditor’s report	Mgmt	For	For

1.2	Advisory vote on the compensation report 2012/13	Mgmt	For	For

2.1	Appropriation of retained earnings	Mgmt	For	For

2.2	Approve dividends of CHF 1.60 per share from capital contribution reserves	Mgmt	For	For

3	Discharge of the members of the board of directors and of the management board	Mgmt	For	For

4.1.1	Re-election to the board of directors: Mr. Beat Hess	Mgmt	For	For

4.1.2	Re-election to the board of directors: Mr. John J. Zei	Mgmt	For	For

4.2.1	Election to the board of directors: Mr. Jinlong Wang	Mgmt	For	For



4.3	Re-election of the auditor: PricewaterhouseCoopers AG, Zurich	Mgmt	For	For

5	In the case of ad-hoc/Miscellaneous shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of directors	Mgmt	Abstain	Against

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION 2.2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

SUMCO CORPORATION



Security:	J76896109	Agenda Number:	704388683

Ticker:		Meeting Type:	AGM

ISIN:	JP3322930003	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2	Amend Articles to: Change Fiscal Year End to December 31, Change Record Date for Mid-Dividends to June 30	Mgmt	For	For

3	Appoint a Director	Mgmt	Against	Against

4.1	Appoint a Corporate Auditor	Mgmt	For	For

4.2	Appoint a Corporate Auditor	Mgmt	For	For

4.3	Appoint a Corporate Auditor	Mgmt	For	For

4.4	Appoint a Corporate Auditor	Mgmt	Against	Against

4.5	Appoint a Corporate Auditor	Mgmt	Against	Against

4.6	Appoint a Corporate Auditor	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

SUZUKI MOTOR CORPORATION



Security:	J78529138	Agenda Number:	704561629

Ticker:		Meeting Type:	AGM

ISIN:	JP3397200001	Meeting Date:	6/27/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	For	For

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For



2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	Against	Against

3	Approve Payment of Bonuses to Corporate Officers	Mgmt	Against	Against

4	Grant of Stock Options as Compensation (Stock Acquisition Rights) to Directors	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

SWEDISH MATCH AB, STOCKHOLM



Security:	W92277115	Agenda Number:	704331052

Ticker:		Meeting Type:	AGM

ISIN:	SE0000310336	Meeting Date:	4/25/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK YOU	Non-Voting

1	Opening of the Meeting and election of the Chairman of the Meeting.: Sven Unger, attorney at law, is proposed as the Chairman of the Meeting	Non-Voting

2	Preparation and approval of the voting list	Non-Voting

3	Election of one or two persons, to verify the Minutes	Non-Voting

4	Determination of whether the Meeting has been duly convened	Non-Voting

5	Approval of the Agenda	Non-Voting

6	Presentation of the Annual Report and the Auditors’ Report, the Consolidated Financial Statements and the Auditors’ Report on the Consolidated Financial Statements for 2012, the Auditors’ Statement regarding compliance with the principles for determination of remuneration to senior executives as well as the Board of Directors’ motion regarding the allocation of profit and explanatory statements. In connection therewith, the President’s address and the report regarding the work of the Board of Directors and the work and function of the Audit Committee	Non-Voting

7	Adoption of the Income Statement and Balance Sheet and of the Consolidated Income Statement and Consolidated Balance Sheet	Mgmt	For	For

8	Resolution in respect of allocation of the Company’s profit in accordance with the adopted Balance Sheet and resolution on record day for dividend: The Board of Directors proposes that a dividend be paid to the shareholders in the amount of 7.30 SEK per share and that the remaining profits be carried forward. The proposed record date for entitlement to receive a cash dividend is April 30, 2013. The dividend is expected to be paid through Euroclear Sweden AB, on May 6, 2013	Mgmt	For	For



9	Resolution regarding discharge from liability for the Board members and the President	Mgmt	For	For

10.a	Resolution regarding the reduction of the share capital by way of a recall of repurchased shares, and the transfer of the reduced amount to a fund to be used pursuant to a resolution adopted by the General Meeting; and	Mgmt	For	For

10.b	Resolution regarding a bonus issue	Mgmt	For	For

11	Resolution regarding the authorization of the Board of Directors to decide on the acquisition of shares in the Company	Mgmt	For	For

12	Adoption of principles for determination of remuneration payable to senior executives. In connection therewith the report regarding the work and function of the Compensation Committee	Mgmt	For	For

13	Determination of the number of members of the Board of Directors to be elected by the Meeting: The Board of Directors shall comprise seven members elected by the Annual General Meeting and no deputies	Mgmt	For	For

14	Determination of the remuneration to be paid to the Board of Directors	Mgmt	For	For

15	Election of members of the Board, the Chairman of the Board and the Deputy Chairman of the Board: The following Board members are proposed for re-election: Andrew Cripps, Karen Guerra, Conny Karlsson, Robert F. Sharpe, Meg Tiveus and Joakim Westh. The Nominating Committee proposes the election of Wenche Rolfsen as new member of the Board. Conny Karlsson is proposed to be re-elected as Chairman of the Board and Andrew Cripps is proposed to be re-elected as Deputy Chairman of the Board	Mgmt	For	For

16	Determination of the number of Auditors: The Nominating Committee proposes the number of Auditors shall be one with no Deputy Auditor	Mgmt	For	For

17	Determination of the remuneration to be paid to the Auditors	Mgmt	For	For

18	Election of Auditors: The Nominating Committee proposes re-election of the accounting firm KPMG AB, for the period as of the end of the Annual General Meeting 2013 until the end of the Annual General Meeting 2014	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

SYNGENTA AG, BASEL



Security:	H84140112	Agenda Number:	704328980

Ticker:		Meeting Type:	AGM

ISIN:	CH0011037469	Meeting Date:	4/23/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING 154692, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE- REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.	Non-Voting

CMMT	BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.	Non-Voting

1.1	Approval of the annual report, including the annual financial statements and the group consolidated financial statements for the year 2012	Mgmt	For	For

1.2	Consultative vote on the compensation system	Mgmt	Against	Against

2	Discharge of the members of the board of directors and the executive committee	Mgmt	For	For



3	Appropriation of the available earnings as per balance sheet 2012 and dividend decision: CHF 9.50 per share	Mgmt	For	For

4.1	Re-election of Michael Mack to the board of director	Mgmt	Against	Against

4.2	Re-election of Jacques Vincent to the board of director	Mgmt	For	For

4.3	Election of Eleni Gabre-Madhin to the board of director	Mgmt	For	For

4.4	Election of Eveline Saupper to the board of director	Mgmt	For	For

5	Election of the external auditor Ernst and Young Ag	Mgmt	For	For

6	Additional and/or counter - proposals	Mgmt	Abstain	For

Manning & Napier Fund, Inc. World Opportunities Series

TALISMAN ENERGY INC.



Security:	87425E103	Agenda Number:	933754435

Ticker:	TLM	Meeting Type:	Annual

ISIN:	CA87425E1034	Meeting Date:	5/1/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 CHRISTIANE BERGEVIN	Mgmt	For	For

	2 DONALD J. CARTY	Mgmt	For	For

	3 WILLIAM R.P. DALTON	Mgmt	For	For

	4 KEVIN S. DUNNE	Mgmt	For	For

	5 HAROLD N. KVISLE	Mgmt	For	For

	6 BRIAN M. LEVITT	Mgmt	For	For

	7 LISA A. STEWART	Mgmt	For	For

	8 PETER W. TOMSETT	Mgmt	For	For

	9 MICHAEL T. WAITES	Mgmt	For	For

	10 CHARLES R. WILLIAMSON	Mgmt	For	For

	11 CHARLES M. WINOGRAD	Mgmt	For	For

02	REAPPOINTMENT OF ERNST & YOUNG, LLP, CHARTERED ACCOUNTANTS, AS AUDITOR OF THE COMPANY FOR THE ENSUING YEAR.	Mgmt	For	For

03	A RESOLUTION ACCEPTING THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION. PLEASE READ THE RESOLUTION IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

TALISMAN ENERGY INC.



Security:	87425E103	Agenda Number:	933757544

Ticker:	TLM	Meeting Type:	Annual

ISIN:	CA87425E1034	Meeting Date:	5/1/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 CHRISTIANE BERGEVIN	Mgmt	For	For

	2 DONALD J. CARTY	Mgmt	For	For

	3 WILLIAM R.P. DALTON	Mgmt	For	For

	4 KEVIN S. DUNNE	Mgmt	For	For

	5 HAROLD N. KVISLE	Mgmt	For	For

	6 BRIAN M. LEVITT	Mgmt	For	For



	7 LISA A. STEWART	Mgmt	For	For

	8 PETER W. TOMSETT	Mgmt	For	For

	9 MICHAEL T. WAITES	Mgmt	For	For

	10 CHARLES R. WILLIAMSON	Mgmt	For	For

	11 CHARLES M. WINOGRAD	Mgmt	For	For

02	REAPPOINTMENT OF ERNST & YOUNG, LLP, CHARTERED ACCOUNTANTS, AS AUDITOR OF THE COMPANY FOR THE ENSUING YEAR.	Mgmt	For	For

03	A RESOLUTION ACCEPTING THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION. PLEASE READ THE RESOLUTION IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

TELENOR ASA, FORNEBU



Security:	R21882106	Agenda Number:	704455674

Ticker:		Meeting Type:	AGM

ISIN:	NO0010063308	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

CMMT	SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING.	Non-Voting

CMMT	BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.	Non-Voting

1	Approval of the notice of the Annual General Meeting and the agenda	Mgmt	For	For

3	Approval of the financial statements and report from the Board of Directors for the financial year 2012	Mgmt	For	For

4	Approval of the remuneration to the company’s auditor	Mgmt	For	For

5	Information and vote on the Board of Director’s statement regarding the determination of salary and other remuneration to the executive management	Mgmt	For	For

6	Reduction of share capital by cancelling treasury shares and redemption of shares owned by the Kingdom of Norway and reduction of other equity	Mgmt	For	For

7	Authorisation to acquire treasury shares for the purpose of cancellation	Mgmt	For	For

8.1	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Anders Skjaevestad	Mgmt	For	For

8.2	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: John Gordon Bernander	Mgmt	For	For



8.3	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Kirsten Ideboen	Mgmt	For	For

8.4	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Didrik Munch	Mgmt	For	For

8.5	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Elin Merete Myrmel-Johansen	Mgmt	For	For

8.6	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Widar Salbuvik	Mgmt	For	For

8.7	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Tore Onshuus Sandvik	Mgmt	For	For

8.8	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Silvija Seres	Mgmt	For	For

8.9	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Siri Pettersen Strandenes	Mgmt	For	For

8.10	Election of shareholder elected member to the Corporate Assembly In line with the nomination committee’s proposal: Olaug Svarva	Mgmt	For	For

8.11	Election of Deputy Member elected member to the Corporate Assembly In line with the nomination committee’s proposal: Gry Molleskog (1st deputy)	Mgmt	For	For

8.12	Election of Deputy Member elected member to the Corporate Assembly In line with the nomination committee’s proposal: Nils-Edvard Olsen (2nd deputy)	Mgmt	For	For

8.13	Election of Deputy Member elected member to the Corporate Assembly In line with the nomination committee’s proposal: Ingvild Nybo Holth (3rd deputy)	Mgmt	For	For

9.i	Election of member to the Nomination Committee In line with the nomination committee’s proposal: Mette I. Wikborg	Mgmt	For	For

9.ii	Election of member to the Nomination Committee In line with the nomination committee’s proposal: Rune Selmar	Mgmt	For	For

10.i	Determination of remuneration to the members of: the Corporate Assembly; In line with the nomination committee’s proposal	Mgmt	For	For

10.ii	Determination of remuneration to the members of: the Nomination Committee In line with the nomination committee’s proposal	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

TELEVISION FRANCAISE 1 SA TF1, BOULOGNE BILLANCOUR



Security:	F91255103	Agenda Number:	704288819

Ticker:		Meeting Type:	MIX

ISIN:	FR0000054900	Meeting Date:	4/18/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting



CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0227/2013022713005 08.pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0327/2013032713009 63.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the annual corporate financial statements and transactions for the financial year 2012	Mgmt	For	For

O.2	Approval of the consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Approval of the regulated agreements and commitments between TF1 and Bouygues	Mgmt	For	For

O.4	Approval of the regulated agreements and commitments other than those between TF1 and Bouygues	Mgmt	For	For

O.5	Allocation of income for the 2012 financial year and setting the dividend	Mgmt	For	For

O.6	Appointment of Mrs. Catherine Dussart as Board member for a two-year period	Mgmt	For	For

O.7	Renewal of term of Mr. Claude Berda as Board member for a two-year period	Mgmt	For	For

O.8	Renewal of term of Mr. Martin Bouygues as Board member for a two-year period	Mgmt	Against	Against

O.9	Renewal of term of Mr. Olivier Bouygues as Board member for a two-year period	Mgmt	Against	Against

O.10	Renewal of term of Mrs. Laurence Danon as Board member for a two-year period	Mgmt	For	For

O.11	Renewal of term of Mrs. Nonce Paolini as Board member for a two-year period	Mgmt	For	For

O.12	Renewal of term of Mr. Gilles Pelisson as Board member for a two-year period	Mgmt	For	For

O.13	Renewal of term of the company Bouygues as Board member for a two-year period	Mgmt	Abstain	Against

O.14	Appointment of Mr. Olivier Roussat as Board member for a two-year period	Mgmt	For	For

O.15	Renewal of term of the firm Mazars as principal Statutory Auditor for six financial years	Mgmt	For	For

O.16	Renewal of term of Mr. Thierry Colin as deputy Statutory Auditor for six financial years	Mgmt	For	For

O.17	Authorization granted to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For

E.18	Authorization granted to the Board of Directors to reduce share capital by cancellation of treasury shares	Mgmt	For	For

E.19	Delegation of authority granted to the Board of Directors to increase share capital by issuing shares and any securities giving immediate and/or future access to shares of the Company while maintaining preferential subscription rights	Mgmt	For	For

E.20	Delegation of authority granted to the Board of Directors to increase share capital by incorporation of reserves, profits, premiums or other amounts	Mgmt	For	For

E.21	Delegation of authority granted to the Board of Directors to increase share capital by public offering with cancellation of preferential subscription rights, by issuing shares and any securities giving immediate and/or future access to shares of the Company	Mgmt	For	For



E.22	Delegation of authority granted to the Board of Directors to increase share capital through private placement pursuant to Article L.411-2, II of the Monetary and Financial Code with cancellation of preferential subscription rights, by issuing shares and any securities giving immediate and/or future access to shares of the Company	Mgmt	For	For

E.23	Authorization granted to the Board of Directors to set the issue price of equity securities to be issued immediately or in the future according to the terms established by the General Meeting, without preferential subscription rights through a public offer or private placement pursuant to Article L.411-2, II of the Monetary and Financial Code	Mgmt	For	For

E.24	Authorization granted to the Board of Directors to increase the number of issuable securities in case of capital increase with or without preferential subscription rights	Mgmt	For	For

E.25	Delegation of powers granted to the Board of Directors to increase share capital, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital of another company, outside of a public exchange offer	Mgmt	For	For

E.26	Delegation of authority granted to the Board of Directors to increase share capital without preferential subscription rights, in consideration of contributions of securities in case of public exchange offer initiated by the Company	Mgmt	For	For

E.27	Overall limitation of financial authorizations	Mgmt	For	For

E.28	Delegation of authority granted to the Board of Directors to increase share capital with cancellation of preferential subscription rights in favor of employees or corporate officers of the Company or affiliated companies who are members of a company savings plan	Mgmt	For	For

E.29	Amendment to Article 12 of the bylaws fixing the age limit for holding office as Chairman of the Board of Directors at 67 years of age	Mgmt	Against	Against

E.30	Amendment to Article 16 of the bylaws introducing the age limit for serving as Chief Executive Officer or Managing Director at 67 years of age	Mgmt	Against	Against

E.31	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

TENCENT HOLDINGS LTD, GEORGE TOWN



Security:	G87572148	Agenda Number:	704355797

Ticker:		Meeting Type:	AGM

ISIN:	KYG875721485	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR ALL RESOLUTIONS. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281202.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0328/LTN201303281196.pdf	Non-Voting

1	To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2012	Mgmt	For	For

2	To declare a final dividend	Mgmt	For	For

3.i.a	To re-elect Mr Zhang Zhidong as director	Mgmt	For	For

3.i.b	To re-elect Mr Ian Charles Stone as director	Mgmt	For	For

3.i.c	To re-elect Mr Jacobus Petrus Bekker as director	Mgmt	For	For

3.ii	To authorise the Board of Directors to fix the Directors’ remuneration	Mgmt	For	For



4	To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration	Mgmt	For	For

5	To grant a general mandate to the Directors to issue new shares (Ordinary Resolution 5 as set out in the notice of the AGM)	Mgmt	Against	Against

6	To grant a general mandate to the Directors to repurchase shares (Ordinary Resolution 6 as set out in the notice of the AGM)	Mgmt	For	For

7	To extend the general mandate to issue new shares by adding the number of shares repurchased (Ordinary Resolution 7 as set out in the notice of the AGM)	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

TESCO PLC, CHESHUNT



Security:	G87621101	Agenda Number:	704532767

Ticker:		Meeting Type:	AGM

ISIN:	GB0008847096	Meeting Date:	6/28/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Report and Accounts for the year ended 23 February 2013	Mgmt	For	For

2	To approve the Directors Remuneration Report	Mgmt	For	For

3	To declare a final dividend	Mgmt	For	For

4	To elect Olivia Garfield as a director	Mgmt	For	For

5	To re-elect Sir Richard Broadbent as a director	Mgmt	For	For

6	To re-elect Philip Clarke as a director	Mgmt	For	For

7	To re-elect Gareth Bullock as a director	Mgmt	For	For

8	To re-elect Patrick Cescau as a director	Mgmt	For	For

9	To re-elect Stuart Chambers as a director	Mgmt	For	For

10	To re-elect Ken Hanna as a director	Mgmt	For	For

11	To re-elect Laurie McIlwee as a director	Mgmt	For	For

12	To re-elect Deanna Oppenheimer as a director	Mgmt	For	For

13	To re-elect Jacqueline Tammenoms Bakker as a director	Mgmt	For	For

14	To re-appoint the auditors	Mgmt	For	For

15	To set the auditors remuneration	Mgmt	Abstain	Against

16	To authorise the directors to allot shares	Mgmt	For	For

17	To disapply pre-emption rights	Mgmt	For	For

18	To authorise the Company to purchase its own shares	Mgmt	For	For

19	To authorise political donations by the Company and its subsidiaries	Mgmt	For	For

20	To authorise short notice general meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

TNT EXPRESS NV, AMSTERDAM



Security:	N8726Y106	Agenda Number:	703944997

Ticker:		Meeting Type:	EGM

ISIN:	NL0009739424	Meeting Date:	8/6/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 102681 DUE TO CHANGE IN RECORD DATE FROM 08 JUN TO 09 JUL 2012. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting

1	Opening and announcements	Non-Voting

2	Explanation of the public offer by UPS BidCo B.V. (the Offeror), an indirectly wholly-owned subsidiary of United Parcel Service, Inc. (UPS) on all issued and outstanding ordinary shares and all issued and outstanding American depositary shares in the capital of TNT Express N.V. (the Offer)	Non-Voting

3.a	Composition of the Supervisory Board: Conditional appointment of Mr D.J. Brutto as member of the Supervisory Board as per the Settlement Date	Mgmt	For	For

3.b	Composition of the Supervisory Board: Conditional appointment of Mr J. Barber as member of the Supervisory Board as per the Settlement Date	Mgmt	For	For

3.c	Composition of the Supervisory Board: Conditional appointment of Mr J. Firestone as member of the Supervisory Board as per the Settlement Date	Mgmt	For	For

3.d	Composition of the Supervisory Board: Full and final release and discharge from liability of Mr A. Burgmans, Mr L.W. Gunning, Ms M.E. Harris and Mr R. King in connection with their conditional resignation as members of the Supervisory Board as per the Settlement Date	Mgmt	For	For

4	Any other business	Non-Voting

5	Closing	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

TOKYO ELECTRON LIMITED



Security:	J86957115	Agenda Number:	704545954

Ticker:		Meeting Type:	AGM

ISIN:	JP3571400005	Meeting Date:	6/21/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Amend Articles to: Allow Disclosure of Shareholder Meeting Materials on the Internet	Mgmt	For	For

2	Amend Articles to: Increase Auditors Board Size to 5	Mgmt	For	For

3.1	Appoint a Director	Mgmt	For	For

3.2	Appoint a Director	Mgmt	For	For

3.3	Appoint a Director	Mgmt	For	For

3.4	Appoint a Director	Mgmt	For	For



3.5	Appoint a Director	Mgmt	For	For

3.6	Appoint a Director	Mgmt	For	For

3.7	Appoint a Director	Mgmt	For	For

3.8	Appoint a Director	Mgmt	For	For

3.9	Appoint a Director	Mgmt	For	For

3.10	Appoint a Director	Mgmt	For	For

3.11	Appoint a Director	Mgmt	For	For

4.1	Appoint a Corporate Auditor	Mgmt	For	For

4.2	Appoint a Corporate Auditor	Mgmt	For	For

5	Approve Payment of Bonuses to Directors	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

TOYOTA MOTOR CORPORATION



Security:	J92676113	Agenda Number:	704538012

Ticker:		Meeting Type:	AGM

ISIN:	JP3633400001	Meeting Date:	6/14/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting

1	Approve Appropriation of Surplus	Mgmt	For	For

2.1	Appoint a Director	Mgmt	Against	Against

2.2	Appoint a Director	Mgmt	For	For

2.3	Appoint a Director	Mgmt	For	For

2.4	Appoint a Director	Mgmt	For	For

2.5	Appoint a Director	Mgmt	For	For

2.6	Appoint a Director	Mgmt	For	For

2.7	Appoint a Director	Mgmt	For	For

2.8	Appoint a Director	Mgmt	For	For

2.9	Appoint a Director	Mgmt	For	For

2.10	Appoint a Director	Mgmt	For	For

2.11	Appoint a Director	Mgmt	For	For

2.12	Appoint a Director	Mgmt	For	For



2.13	Appoint a Director	Mgmt	For	For

2.14	Appoint a Director	Mgmt	Against	Against

2.15	Appoint a Director	Mgmt	For	For

2.16	Appoint a Director	Mgmt	Against	Against

3	Amend Articles to: Adopt Reduction of Liability System for Outside Directors, Revision Reduction of Liability System for Outside Corporate Auditors	Mgmt	For	For

4	Approve Payment of Bonuses to Corporate Officers	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

TRICAN WELL SERVICE LTD.



Security:	895945103	Agenda Number:	933774499

Ticker:	TOLWF	Meeting Type:	Annual and Special

ISIN:	CA8959451037	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO SET THE NUMBER OF DIRECTORS OF THE COMPANY AT NINE (9).	Mgmt	For	For

02	DIRECTOR

	1 KENNETH M. BAGAN	Mgmt	For	For

	2 G. ALLEN BROOKS	Mgmt	For	For

	3 MURRAY L. COBBE	Mgmt	For	For

	4 DALE M. DUSTERHOFT	Mgmt	For	For

	5 DONALD R. LUFT	Mgmt	For	For

	6 KEVIN L. NUGENT	Mgmt	For	For

	7 ALEXANDER J. POURBAIX	Mgmt	For	For

	8 DOUGLAS F. ROBINSON	Mgmt	For	For

	9 DEAN E. TAYLOR	Mgmt	For	For

03	THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH.	Mgmt	For	For

04	TO APPROVE ALL UNALLOCATED STOCK OPTIONS UNDER THE COMPANY’S STOCK OPTION PLAN.	Mgmt	For	For

05	TO APPROVE ALL UNALLOCATED PERFORMANCE UNITS UNDER THE COMPANY’S PERFORMANCE SHARE UNIT PLAN.	Mgmt	Against	Against

06	TO APPROVE THE AMENDED AND RESTATED BY-LAW NUMBER 1 OF THE COMPANY.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

TRICAN WELL SERVICE LTD.



Security:	895945103	Agenda Number:	933774487

Ticker:	TOLWF	Meeting Type:	Annual and Special

ISIN:	CA8959451037	Meeting Date:	5/9/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	TO SET THE NUMBER OF DIRECTORS OF THE COMPANY AT NINE (9).	Mgmt	For	For

02	DIRECTOR

	1 KENNETH M. BAGAN	Mgmt	For	For

	2 G. ALLEN BROOKS	Mgmt	For	For



	3 MURRAY L. COBBE	Mgmt	For	For

	4 DALE M. DUSTERHOFT	Mgmt	For	For

	5 DONALD R. LUFT	Mgmt	For	For

	6 KEVIN L. NUGENT	Mgmt	For	For

	7 ALEXANDER J. POURBAIX	Mgmt	For	For

	8 DOUGLAS F. ROBINSON	Mgmt	For	For

	9 DEAN E. TAYLOR	Mgmt	For	For

03	THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH.	Mgmt	For	For

04	TO APPROVE ALL UNALLOCATED STOCK OPTIONS UNDER THE COMPANY’S STOCK OPTION PLAN.	Mgmt	For	For

05	TO APPROVE ALL UNALLOCATED PERFORMANCE UNITS UNDER THE COMPANY’S PERFORMANCE SHARE UNIT PLAN.	Mgmt	Against	Against

06	TO APPROVE THE AMENDED AND RESTATED BY-LAW NUMBER 1 OF THE COMPANY.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

UMICORE SA, BRUXELLES



Security:	B95505168	Agenda Number:	704383114

Ticker:		Meeting Type:	MIX

ISIN:	BE0003884047	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE	Non-Voting

CMMT	MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED	Non-Voting

O.1	Receive directors and auditors reports	Non-Voting

O.2	Approve remuneration report	Mgmt	For	For

O.3	Approve financial statements, allocation of income, and dividends of EUR 1.00 per share	Mgmt	For	For

O.4	Receive consolidated financial statements and statutory reports	Non-Voting

O.5	Approve discharge of directors	Mgmt	For	For

O.6	Approve discharge of auditors	Mgmt	For	For

O.7.1	Re-elect Isabelle Bouillot as director	Mgmt	For	For

O.7.2	Re-elect Shohei Naito as director	Mgmt	For	For

O.7.3	Elect Frans Van Daele as independent director	Mgmt	For	For

O.7.4	Elect Barabara Kux as independent director	Mgmt	For	For



O.7.5	Approve remuneration of directors	Mgmt	For	For

E.1	Authorize repurchase of up to 10 percent of issued share capital	Mgmt	For	For

CMMT	PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL FOR EGM RESOLUTION ON 23 MAY 2013 AT 15:00. THANK YOU.	Non-Voting

CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

UNILEVER PLC



Security:	904767704	Agenda Number:	933778548

Ticker:	UL	Meeting Type:	Annual

ISIN:	US9047677045	Meeting Date:	5/15/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

2.	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012	Mgmt	For	For

3.	TO RE-ELECT MR P G J M POLMAN AS A DIRECTOR	Mgmt	For	For

4.	TO RE-ELECT MR R J-M S HUET AS A DIRECTOR	Mgmt	For	For

5.	TO RE-ELECT PROFESSOR L O FRESCO AS A DIRECTOR	Mgmt	For	For

6.	TO RE-ELECT MS A M FUDGE AS A DIRECTOR	Mgmt	For	For

7.	TO RE-ELECT MR C E GOLDEN AS A DIRECTOR	Mgmt	For	For

8.	TO RE-ELECT DR B E GROTE AS A DIRECTOR	Mgmt	For	For

9.	TO RE-ELECT MS H NYASULU AS A DIRECTOR	Mgmt	For	For

10.	TO RE-ELECT THE RT HON SIR MALCOLM RIFKIND MP AS A DIRECTOR	Mgmt	For	For

11.	TO RE-ELECT MR K J STORM AS A DIRECTOR	Mgmt	For	For

12.	TO RE-ELECT MR M TRESCHOW AS A DIRECTOR	Mgmt	For	For

13.	TO RE-ELECT MR P S WALSH AS A DIRECTOR	Mgmt	For	For

14.	TO ELECT MRS L M CHA AS A DIRECTOR	Mgmt	For	For

15.	TO ELECT MS M MA AS A DIRECTOR	Mgmt	For	For

16.	TO ELECT MR J RISHTON AS A DIRECTOR	Mgmt	For	For

17.	TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY	Mgmt	For	For



18.	TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS	Mgmt	Abstain	Against

19.	TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES	Mgmt	For	For

20.	TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For

21.	TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For

22.	TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE	Mgmt	For	For

23.	TO SHORTEN THE NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

VIVENDI SA, PARIS



Security:	F97982106	Agenda Number:	704300209

Ticker:		Meeting Type:	MIX

ISIN:	FR0000127771	Meeting Date:	4/30/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.	Non-Voting

CMMT	THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0304/2013030413005 58.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2013/0329/2013032913010 38.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

O.1	Approval of the reports and annual corporate financial statements for the financial year 2012	Mgmt	For	For

O.2	Approval of the reports and consolidated financial statements for the financial year 2012	Mgmt	For	For

O.3	Approval of the Statutory Auditors’ special report on the regulated agreements and commitments	Mgmt	For	For

O.4	Allocation of income for the financial year 2012, setting the dividend and the date of payment	Mgmt	For	For

O.5	Approval of the Statutory Auditors’ special report prepared pursuant to Article L.225-88 of the Commercial Code regarding the conditional commitment in favor of Mr. Philippe Capron as Executive Board member	Mgmt	Against	Against

O.6	Appointment of Mr. Vincent Bollore as Supervisory Board member	Mgmt	For	For

O.7	Appointment of Mr. Pascal Cagni as Supervisory Board member	Mgmt	For	For

O.8	Appointment of Mrs. Yseulys Costes as Supervisory Board member	Mgmt	For	For

O.9	Appointment of Mr. Alexandre de Juniac as Supervisory Board member	Mgmt	For	For

O.10	Appointment of Mrs. Nathalie Bricault representing employee shareholders, as Supervisory Board member	Mgmt	For	For



O.11	Authorization granted to the Executive Board to allow the Company to purchase its own shares	Mgmt	For	For

E.12	Authorization to be granted to the Executive Board to reduce share capital by cancellation of shares	Mgmt	For	For

E.13	Delegation granted to the Executive Board to increase capital by issuing ordinary shares or any securities giving access to capital with shareholders’ preferential subscription rights	Mgmt	Against	Against

E.14	Delegation granted to the Executive Board to increase capital without shareholders’ preferential subscription rights and within the limit of 10% of capital and within the overall ceiling provided in the thirteenth resolution, in consideration for in-kind contributions of	Mgmt	Against	Against

	equity securities or securities giving access to capital of third party companies outside of a public exchange offer

E.15	Delegation granted to the Executive Board to increase capital by incorporation of reserves, profits, premiums or other amounts	Mgmt	For	For

E.16	Delegation granted to the Executive Board to decide to increase share capital in favor of employees and retired employees who are members of the Company Savings Plan without shareholders’ preferential subscription rights	Mgmt	For	For

E.17	Delegation granted to the Executive Board to decide to increase share capital in favor of employees of Vivendi foreign subsidiaries who are members of the Group Savings Plan and to implement any similar plan without shareholders’ preferential subscription rights	Mgmt	For	For

E.18	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

WESTPORT INNOVATIONS INC.



Security:	960908309	Agenda Number:	933744206

Ticker:	WPRT	Meeting Type:	Annual and Special

ISIN:	CA9609083097	Meeting Date:	4/11/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR

	1 JOHN A. BEAULIEU	Mgmt	For	For

	2 WARREN J. BAKER	Mgmt	Withheld	Against

	3 M.A. (JILL) BODKIN	Mgmt	For	For

	4 DAVID R. DEMERS	Mgmt	For	For

	5 NANCY S. GOUGARTY	Mgmt	For	For

	6 PHILIP B. HODGE	Mgmt	For	For

	7 DEZSÖ J. HORVÁTH	Mgmt	For	For

	8 DOUGLAS R. KING	Mgmt	For	For

	9 ALBERT T. MARINGER	Mgmt	For	For

	10 GOTTFRIED (GUFF) MUENCH	Mgmt	For	For

02	APPOINTMENT OF KPMG LLP AS AUDITORS OF THE CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Mgmt	For	For

03	TO APPROVE THE AMENDMENT OF THE CORPORATION’S OMNIBUS INCENTIVE PLAN TO PROVIDE FOR AN INCREASE IN THE NUMBER OF AWARDS AVAILABLE FOR ISSUANCE THEREUNDER AS DESCRIBED IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED FEBRUARY 28, 2013 AND ACCOMPANYING THIS VOTING INSTRUCTION FORM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

WIRECARD AG, GRASBRUNN



Security:	D22359133	Agenda Number:	704502132

Ticker:		Meeting Type:	AGM

ISIN:	DE0007472060	Meeting Date:	6/20/2013


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.	Non-Voting

	PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 30 MAY 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.	Non-Voting

	COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05 JUN 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE.	Non-Voting

1.	Presentation of the adopted annual financial statements and the approved consolidated financial statements as of 31 December 2012, as well as the management reports for the Company and the Group, the report of the Supervisory Board and the explanatory report by the Management Board on the disclosures of relevance for takeover purposes for the fiscal year 2012	Non-Voting

2.	Resolution on the appropriation of the profit of the fiscal year 2012	Mgmt	For	For

3.	Resolution on the ratification of the acts of the members of the Management Board during the fiscal year 2012	Mgmt	For	For

4.	Resolution on the ratification of the acts of the members of the Supervisory Board during the fiscal year 2012	Mgmt	For	For

5.	Election of the auditor of the financial statements and the Consolidated financial statements for the fiscal year 2013: Ernst & Young GmbH Wirtschaftsprufungsgesellschaft, Munich	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

WUXI PHARMATECH (CAYMAN) INC.



Security:	929352102	Agenda Number:	933696936

Ticker:	WX	Meeting Type:	Annual

ISIN:	US9293521020	Meeting Date:	11/6/2012


Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	XUESONG (JEFF) LENG BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	For	For

02	ZHAOHUI ZHANG BE AND HEREBY IS RE- ELECTED AS A DIRECTOR FOR A THREE-YEAR TERM.	Mgmt	Against	Against

03	NING ZHAO BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR A THREE- YEAR TERM.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Diversified Tax Exempt Series

PROXY VOTING RECORD

7/1/12-6/30/13

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Diversified Tax Exempt Series was entitled to vote.

Manning & Napier Fund, Inc. New York Tax Exempt Series

PROXY VOTING RECORD

7/1/12-6/30/13

Manning & Napier Fund, Inc. Ohio Tax Exempt Series

PROXY VOTING RECORD

7/1/12-6/30/13

Manning & Napier Fund, Inc. Global Fixed Income Series

PROXY VOTING RECORD

7/1/12-6/30/13

Manning & Napier Fund, Inc. High Yield Bond Series

PROXY VOTING RECORD

7/1/12-6/30/13

Manning & Napier Fund, Inc. Strategic Income Conservative Series

PROXY VOTING RECORD

7/1/12-6/30/13

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Strategic Income Conservative Series was entitled to vote.

Manning & Napier Fund, Inc. Strategic Income Moderate Series

PROXY VOTING RECORD

7/1/12-6/30/13

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Strategic Income Moderate Series was entitled to vote.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant) Manning & Napier Fund, Inc.

By (Signature and Title)		/s/ B. Reuben Auspitz
		B. Reuben Auspitz
		President, Principal Executive Officer

Date 08/13/13

Meeting Date Range:

01-Jul-2012 - 30-Jun-2013

Report Date:

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