Manning & Napier Fund N-PX Annual report of proxy voting record

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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: 7/1/13-6/30/14

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 Plus Bond Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 1

Manning & Napier Fund, Inc. Core Plus Bond Series

JOHN HANCOCK PFD INCOME FUND

Security:	41013W108	Agenda Number:	933913609
Ticker:	HPI	Meeting Type:	Annual
ISIN:	US41013W1080	Meeting Date:	2/18/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JAMES R. BOYLE	Mgmt	No vote
	2       WILLIAM H. CUNNINGHAM	Mgmt	No vote
	3       GRACE K. FEY	Mgmt	No vote
	4       HASSELL H. MCCLELLAN	Mgmt	No vote
	5       GREGORY A. RUSSO	Mgmt	No vote

Manning & Napier Fund, Inc. Emerging Markets Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 172

Manning & Napier Fund, Inc. Emerging Markets Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933910021
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	1/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO EXAMINE, DISCUSS AND APPROVE ALL THE TERMS AND CONDITIONS OF THE PROTOCOL; AND JUSTIFICATION OF MERGER OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV WITH AND INTO AMBEV S.A., ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION I” AND “MERGER I”, RESPECTIVELY).	Mgmt	For	For
2	TO RATIFY THE RETENTION OF THE SPECIALIZED FIRM APSIS CONSULTORIA EMPRESARIAL LTDA. (“APSIS”) TO PREPARE (A) THE VALUATION REPORT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV (“COMPANHIA DE BEBIDAS”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT I”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND COMPANHIA DE BEBIDAS, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
3	TO APPROVE THE VALUATION REPORT I.	Mgmt	For	For
4	TO APPROVE THE MERGER I.	Mgmt	For	For
5	TO EXAMINE, DISCUSS AND APPROVE ALL TERMS AND CONDITIONS OF THE PROTOCOL AND JUSTIFICATION OF MERGER OF AMBEV BRASIL BEBIDAS S.A. WITH AND INTO THE COMPANY, ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION II” AND “MERGER II”, RESPECTIVELY).	Mgmt	For	For

6	TO RATIFY THE HIRING OF THE SPECIALIZED FIRM APSIS TO PREPARE (A) THE VALUATION REPORT OF THE NET EQUITY OF AMBEV BRASIL BEBIDAS S.A. (“AMBEV BRASIL”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT II”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND AMBEV BRASIL, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF SECTION 264 OF LAW NO. 6,404/76 (“NET EQUITY VALUATION REPORT II”).	Mgmt	For	For
7	TO APPROVE THE VALUATION REPORT II.	Mgmt	For	For
8	TO APPROVE THE MERGER II AND THE COMPANY’S CAPITAL INCREASE, UPON THE ISSUANCE OF COMMON SHARES TO BE SUBSCRIBED AND PAID IN BY THE MANAGERS OF AMBEV BRASIL, FOR THE BENEFIT OF ITS SHAREHOLDERS, WITH THE CONSEQUENT AMENDMENT OF THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT THE REFERRED CAPITAL INCREASE.	Mgmt	For	For
9	TO AMEND, AGAIN, THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT POSSIBLE CAPITAL INCREASES APPROVED WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL AND CONFIRMED BY THE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS UNTIL THE DATE OF EGM.	Mgmt	For	For
10	TO AMEND ARTICLE 3 OF THE COMPANY’S BY-LAWS IN ORDER TO (I) INCLUDE THE ACTIVITY OF PRINTING, SERVICES OF PREPRINTING AND GRAPHIC FINISHING AND REPRODUCTION OF RECORDED MATERIALS IN ANY BASE; AND (II) ADJUST THE ACTIVITY OF TRADE OF BYPRODUCTS, AS PER ITEM “G” THEREOF, TO MENTION, INCLUDING, BUT NOT LIMITED TO, BYPRODUCTS FOR ANIMAL FEEDING.	Mgmt	For	For
11	TO AUTHORIZE THE COMPANY’S EXECUTIVE COMMITTEE TO PERFORM ALL ACTS NECESSARY FOR THE CONSUMMATION OF THE MERGER.	Mgmt	For	For
12A	ELECTION OF DIRECTOR: VICTORIO CARLOS DE MARCHI	Mgmt	Against	Against
12B	ELECTION OF DIRECTOR: CARLOS ALVES DE BRITO	Mgmt	For	For
12C	ELECTION OF DIRECTOR: MARCEL HERRMANN TELLES	Mgmt	For	For

12D	ELECTION OF DIRECTOR: JOSE HEITOR ATTILIO GRACIOSO	Mgmt	For	For
12E	ELECTION OF DIRECTOR: VICENTE FALCONI CAMPOS	Mgmt	Against	Against
12F	ELECTION OF DIRECTOR: LUIS FELIPE PEDREIRA DUTRA LEITE	Mgmt	For	For
12G	ELECTION OF DIRECTOR: ROBERTO MOSES THOMPSON MOTTA	Mgmt	Against	Against
12H	ELECTION OF DIRECTOR: ALVARO ANTONIO CARDOSO DE SOUZA	Mgmt	For	For
12I	ELECTION OF DIRECTOR: PAULO ALBERTO LEMMAN	Mgmt	For	For
12J	ELECTION OF DIRECTOR: ANTONIO CARLOS AUGUSTO RIBEIRO BONCHRISTIANO	Mgmt	For	For
12K	ELECTION OF DIRECTOR: MARCOS DE BARROS LISBOA	Mgmt	For	For
12L	ELECTION OF ALTERNATE DIRECTOR: LUIZ FERNANDO ZIEGLER DE SAINT EDMOND	Mgmt	For	For
13	TO AMEND AND RESTATE THE COMPANY’S BY-LAWS, IN ACCORDANCE WITH COMPANY’S MANAGEMENT PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933986791
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	4/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1A	ANALYSIS OF THE MANAGEMENT ACCOUNTS, WITH EXAMINATION, DISCUSSION AND VOTING ON THE FINANCIAL STATEMENTS RELATED TO THE FISCAL YEAR ENDED DECEMBER 31, 2013.	Mgmt	For	For

O1B	ALLOCATION OF THE NET PROFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND RATIFICATION OF THE PAYMENT OF INTEREST ON OWN CAPITAL AND DISTRIBUTION OF DIVIDENDS, RELATED TO THE FISCAL YEAR ENDED ON DECEMBER 31, 2013, APPROVED BY THE BOARD OF DIRECTORS AT MEETINGS HELD ON AUGUST 30, 2013, JANUARY 6, 2014, AND MARCH 25, 2014.	Mgmt	For	For
O1C	ELECTION OF THE MEMBERS OF THE COMPANY’S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES FOR A TERM IN OFFICE UNTIL THE ORDINARY GENERAL MEETING TO BE HELD IN 2015.	Mgmt	For	For
O1D	RATIFICATION OF THE AMOUNTS PAID OUT AS COMPENSATION TO THE MANAGEMENT AND TO THE MEMBERS OF THE FISCAL COUNCIL OF THE COMPANY DURING THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND ESTABLISHING THE OVERALL COMPENSATION OF THE MANAGEMENT AND OF THE MEMBERS OF THE FISCAL COUNCIL FOR THE FISCAL YEAR TO BE ENDED DECEMBER 31, 2014.	Mgmt	For	For
E2A	WITH THE PURPOSE OF CARRYING OUT THE PARTIAL CAPITALIZATION OF THE TAX BENEFIT EARNED BY THE COMPANY WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE - IN 319/99 FOR THE 2013 FISCAL YEAR, PURSUANT TO THE ARTICLE 7 OF CVM RULING N. 319/99, A CAPITAL INCREASE IN THE MINIMUM AMOUNT OF R$ 218,277,229.62, UPON ISSUANCE OF 13,566,018 SHARES AND THE MAXIMUM AMOUNT OF R$ 352,684,594.10, UPON ISSUANCE OF UP TO 21,919,490 SHARES, AT THE ISSUANCE PRICE OF R$16.09 PER SHARE, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
E2B	NEW CAPITAL INCREASE IN THE AMOUNT OF R$ 93,547,390.11, CORRESPONDING TO THE CAPITALIZATION OF 30% OF THE TAX BENEFIT EARNED WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE IN THE FISCAL YEAR OF 2013, PURSUANT TO ARTICLE 7 OF THE CVM RULING N. 319/99, WITHOUT THE ISSUANCE OF NEW SHARES.	Mgmt	For	For
E2C	BY VIRTUE OF THE RESOLUTION MENTIONED IN (2B.) ABOVE, AS WELL AS THE CAPITAL INCREASES APPROVED BY THE COMPANY’S BOARD OF DIRECTORS WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL, AND RATIFIED UNTIL THE DATE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS, TO AMEND CAPUT OF ARTICLE 5 OF THE COMPANY’S BY- LAWS AND TO RESTATE SUCH BY-LAWS.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

AMERICA MOVIL, S.A.B. DE C.V.

Security:	02364W105	Agenda Number:	933981777
Ticker:	AMX	Meeting Type:	Annual
ISIN:	US02364W1053	Meeting Date:	4/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.	Mgmt	Abstain
2.	APPOINTMENT OF DELEGATES TO EXECUTE AND, IF APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.	Mgmt	For

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,

Security:	P0355L115	Agenda Number:	704993496
Ticker:		Meeting Type:	EGM
ISIN:	BRAEDUACNOR9	Meeting Date:	3/18/2014

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 terms and conditions of the protocol of merger and instrument of justification of Anhanguera Publicacoes e Comercio de Material Didatico Ltda., from here onwards referred to as Aesa Publicacoes, which was entered into on February 26, 2014, by the managers of the company and of Aesa Publicacoes	Mgmt	For	For
II	Examination, discussion and ratification of the appointment of the valuation company for the preparation of the valuation report for Aesa Publicacoes	Mgmt	For	For
III	Examination, discussion and approval of the valuation report for the entirety of the equity of Aesa Publicacoes to be transferred to the company	Mgmt	For	For

IV	Examination, discussion and approval of the merger of Aesa Publicacoes into the company, which is to be conducted in accordance with the terms of the protocol of merger and instrument of justification, without the issuance of new shares by the company, bearing in mind that the company holds the entirety of the capital of Aesa Publicacoes	Mgmt	For	For
V	Authorization for the managers of the company to do all the acts that are necessary for the implementation and formalization of the proposed resolutions that are approved by the general meeting of shareholders of the company	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,

Security:	P0355L115	Agenda Number:	705044434
Ticker:		Meeting Type:	AGM
ISIN:	BRAEDUACNOR9	Meeting Date:	4/28/2014

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 regarding the fiscal year ended on December 31, 2013	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 set the annual global remuneration of the managers for the 2014	Mgmt	For	For

IV	To install and elect the members of the Fiscal Council and set their remuneration. Votes in Groups of candidates only: Jose Antonio Ramos, titular, Wagner Mar, titular, Walter Mallas Machado de Barros, titular, Jose Simone Neto, substitute, Marcello Lopes dos Santos, substitute, Raul Todao Filho, substitute, only to ordinary shareholders	Mgmt	For	For
CMMT	31-MAR-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF MEETING DATE FROM 22 APR 14 TO 28 APR 14 AND RECEIPT OF THE NAMES OF THE FISCAL COUNCIL MEMBERS. 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	31 MAR 2014: DELETION OF COMMENT	Non-Voting
CMMT	31 MAR 2014: DELETION OF COMMENT	Non-Voting

Manning & Napier Fund, Inc. Emerging Markets Series

ANTON OILFIELD SERVICES GROUP

Security:	G03999102	Agenda Number:	705233889
Ticker:		Meeting Type:	AGM
ISIN:	KYG039991024	Meeting Date:	5/29/2014

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, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING	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/2014/0428/LTN201404281351.pdf and http://www.hkexnews.hk/listedco/listconews/S EHK/2014/0428/LTN201404281264.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 2013	Mgmt	For	For
2	TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2013	Mgmt	For	For
3.Ai	TO RE-ELECT MR. LUO LIN AS AN EXECUTIVE DIRECTOR	Mgmt	Against	Against

3.Aii	TO RE-ELECT MR. ZHANG YONGYI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	Against	Against
3Aiii	TO RE-ELECT MR. ZHU XIAOPING AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	For	For
3.Aiv	TO RE-ELECT MR. WANG MINGCAI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	For	For
3.Av	TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE DIRECTORS	Mgmt	For	For
4	TO RE-APPOINT PRICEWATERHOUSECOOPERS AS AUDITORS OF THE COMPANY AND AUTHORISE THE BOARD OF DIRECTORS 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	TO EXTEND THE AUTHORITY GIVEN TO THE DIRECTORS 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

ARCOS DORADOS HOLDINGS INC

Security:	G0457F107	Agenda Number:	933956091
Ticker:	ARCO	Meeting Type:	Annual
ISIN:	VGG0457F1071	Meeting Date:	4/21/2014

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, 2013, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS EY (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, 2013.	Mgmt	For	For

2.	APPOINTMENT AND REMUNERATION OF EY (PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L., MEMBER FIRM OF ERNST & YOUNG GLOBAL), AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	DIRECTOR
	1       MR. SERGIO ALONSO	Mgmt	For	For
	2       MR. MICHAEL CHU	Mgmt	Withheld	Against
	3       MR. JOSE ALBERTO VELEZ	Mgmt	Withheld	Against
	4       MR. JOSE FERNANDEZ	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BR MALLS PARTICIPACOES SA

Security:	P1908S102	Agenda Number:	705087232
Ticker:		Meeting Type:	AGM
ISIN:	BRBRMLACNOR9	Meeting Date:	4/30/2014

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	05 APR 2014: PLEASE NOTE THAT COMMON SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES 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 take knowledge of the directors accounts, to examine, discuss and approve the company’s consolidated financial statements regarding the fiscal year ending on December 31, 2013	Mgmt	For	For
II	Destination of the year end results of 2013 and the distribution of dividends	Mgmt	For	For
III	To set the number of members of the Board of Directors for next term office and to elect their members. 3A Votes in Groups of candidates only. Richard Paul Matheson, chairman, Carlos Medeiros Silva Neto, Vice Chairman, Luiz Alberto Quinta, Jose Marcio Antonio Guimaraes de Camargo, Ricardo Dias da Cruz Affonso Ferreira, Goncalo Cristovam Meirelles de Araujo Dias, Fabio H. Bicudo. Only to ordinary shareholders	Mgmt	For	For
CMMT	05 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NAMES IN RESOLUTION III AND CHANGE IN 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

Security:	P1908S102	Agenda Number:	705088056
Ticker:		Meeting Type:	EGM
ISIN:	BRBRMLACNOR9	Meeting Date:	4/30/2014

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 establish the aggregate amount of the remuneration of the managers of the company for the 2014 fiscal year	Mgmt	Against	Against
II	To amend the wording of the main part of Article 5 of the corporate bylaws of the company, in order to reflect the capital increases that were approved by the Board of Directors of the company	Mgmt	For	For

III To amend the wording of Paragraph 1 of Article 20 to reformulate the names of the positions of the members of the executive committee of the company, as well as Articles 23 and 24 to better specify their duties Mgmt For For

Manning & Napier Fund, Inc. Emerging Markets Series

BR MALLS PARTICIPACOES SA

Security:	P1908S102	Agenda Number:	705299685
Ticker:		Meeting Type:	EGM
ISIN:	BRBRMLACNOR9	Meeting Date:	5/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 304557 DUE TO POSTPONEMENT OF MEETING DATE FROM 30 APR 2014 TO 30 MAY 2014 WITH DELETION 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
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 AMEND THE WORDING OF THE MAIN PART OF ARTICLE 5 OF THE CORPORATE BYLAWS OF THE COMPANY, IN ORDER TO REFLECT THE CAPITAL INCREASES THAT WERE APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY	Mgmt	For	For
ii	TO AMEND THE WORDING OF PARAGRAPH 1 OF ARTICLE 20 TO REFORMULATE THE NAMES OF THE POSITIONS OF THE MEMBERS OF THE EXECUTIVE COMMITTEE OF THE COMPANY, AS WELL AS ARTICLES 23 AND 24 TO BETTER SPECIFY THEIR DUTIES	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	704625942
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	7/10/2013

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
1	The election of an independent member of the board of directors 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 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,

Security:	P1830M108	Agenda Number:	704764768
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	10/23/2013

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 a corporate ownership interest corresponding to 33.99 percent of the capital of AWF Corretora De Seguros Ltda	Mgmt	For	For
II	The merger, by the Company, of ARJA8 Participacoes E Empreendimentos Ltda., the latter of which is the holder of 60 percent of the capital of the company AWF Corretora De Seguros Ltda., with the consequent issuance by the Company of 121,248 new, common shares and of eight warrants	Mgmt	For	For
III	The acquisition, by the Company, of an ownership interest corresponding to 99.98 percent of the capital of RD3 Consultoria Em Previdencia Ltda	Mgmt	For	For
IV	The acquisition, by the Company, of an ownership interest corresponding to 99.98 percent of the capital of CS3, Consultora E Corretagem De Seguros Ltda	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	704873252
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	12/16/2013

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 a corporate ownership interest equivalent to 39.99 percent of the capital of Bens, Consultoria E Corretora De Seguros Ltda	Mgmt	For	For
II	The merger, into the Company, of Doval Administracao E Participacoes Eirell, the latter of which is the holder of 60 percent of the capital of the company Bens, Consultoria E Corretora De Seguros Ltda., with the consequent issuance by the Company of 270,133 new, common shares and of four warrants	Mgmt	For	For

CMMT 4 DEC 13: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS AND CHANGE IN MEETING TIME FROM 10:00 TO 11:00. 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. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	704921421
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	1/27/2014

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 ownership interest corresponding to 39.96 percent of the capital of Fidelle Administradora e Corretora de Seguros e Prestadora de Servicos Ltda	Mgmt	Abstain	Against
II	The merger, into the Company, of Felli Participacoes e Empreendimento Ltda., the latter of which is the holder of 60 percent of the capital of the company Fidelle Administradora e Corretora de Seguros e Prestadora de Servicos Ltda., with the consequent issuance by the Company of 94,938 new common shares and of eight warrants	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Emerging Markets Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	705175126
Ticker:		Meeting Type:	AGM
ISIN:	BRBRINACNOR3	Meeting Date:	4/30/2014

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 COMMON SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES 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 AND APPROVAL OF THE REPORT AND ACCOUNTS OF THE DIRECTORS AND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED 31.12.2013	Mgmt	For	For
2	ALLOCATION OF NET PROFIT FOR THE FISCAL YEAR ENDED ON 31.12.2013 AND THE DISTRIBUTION OF THE DIVIDENDS	Mgmt	For	For
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 5 MEMBERS IN ACCORDANCE WITH ARTICLE 10 OF THE BYLAWS COMPANY. VOTES IN INDIVIDUAL NAMES ALLOWED: 3A FABIO FRANCHINI, 3B ANTONIO JOSE LEMOS RAMOS, 3C FARID EID FILHO, 3D MIGUEL ROBERTO GHERRIZE, 3E DAVID PETER TREZIES. ONLY TO ORDINARY SHAREHOLDERS	Mgmt	For	For
4	TO SET THE DIRECTORS REMUNERATIONS OF THE COMPANY	Mgmt	For	For
CMMT	21-APR-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NAMES OF THE MEMBERS OF THE BOARD OF DIRECTORS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN 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,

Security:	P1830M108	Agenda Number:	705351613
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	6/18/2014

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	THE ACQUISITION, BY THE COMPANY, OF AN EQUITY INTEREST CORRESPONDING TO 39.90 PERCENT OF THE CAPITAL OF I.S.M. CORRETORA DE SEGUROS LTDA	Mgmt	Abstain	Against
2	THE MERGER, INTO THE COMPANY, OF JOCRIX5 PARTICIPACOES E EMPREENDIMENTOS LTDA. THE LATTER OF WHICH IS THE OWNER OF 60 PERCENT OF THE CAPITAL OF I.S.M. CORRETORA DE SEGUROS LTDA. WITH THE CONSEQUENT ISSUANCE BY THE COMPANY OF 129,634 NEW, COMMON SHARES AND OF EIGHT WARRANTS	Mgmt	Abstain	Against
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. Emerging Markets Series

CHAROEN POKPHAND FOODS PUBLIC CO LTD

Security:	Y1296K166	Agenda Number:	705110930
Ticker:		Meeting Type:	AGM
ISIN:	TH0101A10Z19	Meeting Date:	4/25/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. 1/2013	Mgmt	For	For
2	TO ACKNOWLEDGE THE REPORT ON THE COMPANY’S OPERATING RESULTS FOR THE YEAR 2013	Non-Voting

3	TO APPROVE THE STATEMENTS OF FINANCIAL POSITION AND THE STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2013	Mgmt	For	For
4	TO APPROVE THE APPROPRIATION OF PROFIT AND ANNUAL DIVIDEND PAYMENT FOR THE YEAR 2013	Mgmt	For	For
5.1	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MR. ARSA SARASIN	Mgmt	For	For
5.2	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: PROFESSOR DR. PONGSAK ANGKASITH	Mgmt	For	For
5.3	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: DR. VEERAVAT KANCHANADUL	Mgmt	For	For
5.4	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MR. SUNTHORN ARUNANONDCHAI	Mgmt	For	For
5.5	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MRS. ARUNEE WATCHARANANAN	Mgmt	For	For
6	TO APPROVE THE REMUNERATION OF THE DIRECTORS FOR THE YEAR 2014	Mgmt	For	For
7	TO APPOINT THE COMPANY’S AUDITORS AND FIX THE REMUNERATION FOR THE YEAR 2014	Mgmt	For	For
8	TO RESPOND TO THE QUERIES	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

CHINA ZHENGTONG AUTO SERVICES HOLDINGS LTD, GRAND

Security:	G215A8108	Agenda Number:	705215398
Ticker:		Meeting Type:	AGM
ISIN:	KYG215A81084	Meeting Date:	5/28/2014

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/2014/0424/LTN20140424549.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2014/0424/LTN20140424559.pdf	Non-Voting

CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING	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 2013	Mgmt	For	For
2	TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2013	Mgmt	For	For
3.a	TO RE-ELECT DR. WONG TIN YAU, KELVIN AS A DIRECTOR OF THE COMPANY	Mgmt	Against	Against
3.b	TO RE-ELECT MR. ZHAO CHUNJUN AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
3.c	TO RE-ELECT MR. CHANG XIUZE AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
4	TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE DIRECTORS OF THE COMPANY	Mgmt	For	For
5	TO RE-APPOINT MESSRS. KPMG AS AUDITORS AND TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION	Mgmt	For	For
6	TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES	Mgmt	For	For
7	TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH UNISSUED SHARES	Mgmt	Against	Against
8	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

Security:	20441W203	Agenda Number:	933857700
Ticker:	ABV	Meeting Type:	Special
ISIN:	US20441W2035	Meeting Date:	7/30/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	TO REVIEW, DISCUSS & APPROVE PROTOCOL & JUSTIFICATION OF MERGER INTO ASSET BASE OF AMBEV S.A. OF ALL SHARES ISSUED BY COMPANY & NOT HELD BY AMBEV S.A. (“STOCK SWAP MERGER”) & TO AUTHORIZE EXECUTIVE COMMITTEE TO SUBSCRIBE, ON BEHALF OF SHAREHOLDERS, THE CONSEQUENT CAPITAL INCREASE OF AMBEV S.A. & TO PERFORM ALL OTHER ACTS NECESSARY TO IMPLEMENTATION OF STOCK SWAP MERGER.	Mgmt	For	For
II	TO AMEND THE HEAD OF SECTION 5 OF THE COMPANY’S BYLAWS IN ORDER TO REFLECT ANY CAPITAL INCREASES APPROVED WITHIN THE LIMITS OF THE AUTHORIZED CAPITAL AND RATIFIED BY THE BOARD OF DIRECTORS UP TO THE DATE OF THE EXTRAORDINARY GENERAL MEETING.	Mgmt	For	For
III	IF THE STOCK SWAP MERGER IS APPROVED, TO CANCEL ALL SHARES ISSUED BY THE COMPANY AND HELD IN TREASURY ON THE DATE OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING, WITHOUT REDUCING THE VALUE OF THE CAPITAL STOCK OF THE COMPANY, AMENDING THE HEAD OF SECTION 5 OF THE BYLAWS.	Mgmt	For	For
IV	IN ORDER TO REFLECT THE AMENDMENTS PROPOSED IN ITEMS (II) AND (III) ABOVE, TO RESTATE THE BYLAWS OF THE COMPANY ACCORDING TO THE MANAGEMENT PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

COMPANIA CERVECERIAS UNIDAS

Security:	204429104	Agenda Number:	933960014
Ticker:	CCU	Meeting Type:	Annual
ISIN:	US2044291043	Meeting Date:	4/9/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
2	APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS AND EXTERNAL AUDITORS’ REPORT CORRESPONDING TO THE FISCAL YEAR ENDED ON DECEMBER 31, 2013.	Mgmt	For	For
3	DISTRIBUTION OF THE PROFITS ACCRUED DURING FISCAL YEAR 2013 AND DIVIDEND PAYMENT.	Mgmt	For	For
5	DETERMINATION OF THE BOARD OF DIRECTORS MEMBER’S REMUNERATION FOR THE FISCAL YEAR 2014.	Mgmt	Abstain	Against

6	DETERMINATION OF THE COMMITTEE OF DIRECTORS BUDGET AND REMUNERATION FOR ITS MEMBERS FOR THE FISCAL YEAR 2014.	Mgmt	Abstain	Against
7	DETERMINATION OF THE AUDIT COMMITTEE BUDGET AND REMUNERATION FOR ITS MEMBERS FOR THE FISCAL YEAR 2014.	Mgmt	Abstain	Against
8	EXTERNAL AUDITORS APPOINTMENT FOR THE 2014 FISCAL YEAR.	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. Emerging Markets Series

FORTIS HEALTHCARE LTD

Security:	Y26160104	Agenda Number:	704673777
Ticker:		Meeting Type:	EGM
ISIN:	INE061F01013	Meeting Date:	8/22/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Amendment in articles of association of the company: the Articles of Association of the Company be and are hereby altered / amended by inserting Articles 215, 216, 217.1 to 217.6, 218, 219, 220 after existing Article 214	Mgmt	Against	Against
2	To raise additional funds through further issue of securities by way of preferential allotment	Mgmt	For	For

Manning & Napier Fund, Inc. Emerging Markets Series

FORTIS HEALTHCARE LTD

Security:	Y26160104	Agenda Number:	704718088
Ticker:		Meeting Type:	AGM
ISIN:	INE061F01013	Meeting Date:	9/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider and adopt the Audited Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Statutory Auditors thereon	Mgmt	For	For
2	To appoint a director in place of Lt. Gen. T. S. Shergill, who retires by rotation and who has not offered himself for re-appointment	Mgmt	For	For
3	To appoint a director in place of Mr. Harpal Singh, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against
4	To appoint a director in place of Dr. P. S. Joshi, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 184

Manning & Napier Fund, Inc. Inflation Focus Equity Series

AGCO CORPORATION

Security:	001084102	Agenda Number:	933952598
Ticker:	AGCO	Meeting Type:	Annual
ISIN:	US0010841023	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: ROY V. ARMES	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL C. ARNOLD	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: P. GEORGE BENSON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: WOLFGANG DEML	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: LUIZ F. FURLAN	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: GEORGE E. MINNICH	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: MARTIN H. RICHENHAGEN	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: GERALD L. SHAHEEN	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: MALLIKA SRINIVASAN	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: HENDRIKUS VISSER	Mgmt	For	For

2.	NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
3.	RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ALCOA INC.

Security:	013817101	Agenda Number:	933932572
Ticker:	AA	Meeting Type:	Annual
ISIN:	US0138171014	Meeting Date:	5/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: KLAUS KLEINFELD	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: JAMES W. OWENS	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: MARTIN S. SORRELL	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: RATAN N. TATA	Mgmt	For	For
2.	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For
4.	SHAREHOLDER PROPOSAL (EXECUTIVES TO RETAIN SIGNIFICANT STOCK).	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ALS LTD

Security:	Q0266A116	Agenda Number:	704629849
Ticker:		Meeting Type:	AGM
ISIN:	AU000000ALQ6	Meeting Date:	7/30/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 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 PROPOSALS (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-election of Director - Nerolie Withnall	Mgmt	For	For
2(ii)	Re-election of Director - Mel Bridges	Mgmt	For	For
3	Renewal of Proportional Takeover Approval Provisions	Mgmt	For	For
4	Remuneration Report	Mgmt	For	For
5	Grant of Performance Rights to Managing Director	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ALUMINA LTD, SOUTHBANK VIC

Security:	Q0269M109	Agenda Number:	705123139
Ticker:		Meeting Type:	AGM
ISIN:	AU000000AWC3	Meeting Date:	5/9/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 4 AND 6 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 (AS REFERRED IN THE COMPANY ANNOUNCEMENT) 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 THE ABOVE MENTIONED PROPOSAL/S, 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

CMMT	IF YOU INTEND TO VOTE FOR THE REMUNERATION REPORT, THEN YOU SHOULD VOTE AGAINST THE SPILL RESOLUTION	Non-Voting
2	ADOPTION OF REMUNERATION REPORT	Mgmt	For	For
3.a	TO RE-ELECT MR G JOHN PIZZEY AS A DIRECTOR	Mgmt	For	For
3.b	TO ELECT MR W PETER DAY AS A DIRECTOR	Mgmt	For	For
3.c	TO ELECT MR MICHAEL P FERRARO AS A DIRECTOR	Mgmt	For	For
4	GRANT OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER (LONG TERM INCENTIVE)	Mgmt	For	For
5	ALTERATIONS TO THE CONSTITUTION	Mgmt	For	For
6	THAT, SUBJECT TO AND CONDITIONAL ON AT LEAST 25% OF THE VOTES CAST ON THE RESOLUTION PROPOSED ON ITEM 2 (ADOPTION OF REMUNERATION REPORT) IN THE NOTICE CONVENING THIS MEETING BEING AGAINST THE ADOPTION OF THE REMUNERATION REPORT, AS REQUIRED BY THE CORPORATIONS ACT 2001 (CTH): (A) AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY (SPILL MEETING) BE HELD WITHIN 90 DAYS AFTER THE PASSING OF THIS RESOLUTION; (B) ALL OF THE DIRECTORS OF THE COMPANY IN OFFICE AT THE TIME WHEN THE RESOLUTION TO MAKE THE DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 WAS PASSED, OTHER THAN THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER, CEASE TO HOLD OFFICE IMMEDIATELY BEFORE THE END OF THE SPILL MEETING; AND (C) RESOLUTIONS TO APPOINT PERSONS TO OFFICES THAT WILL BE VACATED IMMEDIATELY BEFORE THE END OF THE SPILL MEETING BE PUT TO THE VOTE AT THE SPILL MEETING	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ANHEUSER-BUSCH INBEV SA, BRUXELLES

Security:	B6399C107	Agenda Number:	705080947
Ticker:		Meeting Type:	MIX
ISIN:	BE0003793107	Meeting Date:	4/30/2014

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	Deciding that all outstanding subscription rights granted to Directors (including former Directors) of the Company and certain executives (including former executives) will be automatically converted into stock options, so that, upon exercise, existing shares instead of new shares will be delivered, with effect on 1 May 2014; accordingly, acknowledging that all subscription rights outstanding on 1 May 2014 will become without object, with effect on the same date; confirming that the terms and conditions of such replacement stock options will be identical to those of such subscription rights, including regarding the exercise price and the exercise conditions and periods, except to the extent strictly needed to take into account that existing shares instead of new shares will be delivered; deciding that such replacement CONTD	Mgmt	For	For
CONT	CONTD stock options will continue to grant their holders a right of early exercise in the event contemplated by Article 501, second indent, of the Companies Code (i.e., in relation to certain capital increases), in the same manner as the subscription rights did	Non-Voting
A.2.a	Special report by the Board of Directors on the authorised capital, drawn up in accordance with Article 604 of the Companies Code	Non-Voting
A.2.b	Cancelling the unused portion of the existing authorised capital, granting a renewed authorisation to the Board of Directors to increase the capital in accordance with Article 6 of the articles of association, in one or more transactions, by the issuance of a number of shares, or financial instruments giving right to a number of shares, which will represent not more than 3% of the shares issued as at 30 April 2014, and modifying Article 6 of the articles of association accordingly. Such authorisation is granted for a period of five years as from the date of publication of this modification to the articles of association in the Belgian State Gazette (Moniteur Belge /Belgisch Staatsblad)	Mgmt	For	For

B.1.a	Renewing, for a period of five years as from 30 April 2014, the authorisation to the Board of Directors to purchase the Company’s own shares up to maximum 20 per cent of the issued shares for a unitary price which will not be lower than one euro (EUR 1,-) and not higher than 20 % above the highest closing price in the last twenty trading days of the shares on Euronext Brussels preceding the acquisition. The previous authorization expired on 28 April 2014	Mgmt	For	For
B.1.b	Replacing Article 10 of the articles of association by the following text: “Article 10.- ACQUISITION AND DISPOSAL OF OWN SHARES The company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 620 of the Companies Code and under the conditions provided for by law, acquire, on or outside the stock exchange, its own shares up to a maximum of 20% of the issued shares of the company for a unitary price which will not be lower than one euro (EUR 1,-) and not higher than 20 % above the highest closing price on Euronext Brussels in the last twenty trading days preceding the acquisition. The company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 622, section 2, 1 of the Companies Code, dispose, on or outside the stock exchange, of the shares CONTD	Mgmt	For	For
CONT	CONTD of the company which were acquired by the company under the conditions determined by the Board of Directors. The authorisations set forth in the preceding paragraphs also extend to acquisitions and disposals of shares of the company by direct subsidiaries of the company made in accordance with article 627 of the Companies Code. The authorisations set forth in this article were granted for a period of five (5) years as from the extraordinary shareholders’ meeting of thirty April two thousand and fourteen	Non-Voting
C.1	Management report by the Board of Directors on the accounting year ended on 31 December 2013	Non-Voting
C.2	Report by the statutory auditor on the accounting year ended on 31 December 2013	Non-Voting
C.3	Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2013, 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
C.4	Approving the statutory annual accounts relating to the accounting year ended on 31 December 2013, including the following allocation of the result: (as specified) On a per share basis, this represents a gross dividend for 2013 of EUR 2.05 giving right to a dividend net of Belgian withholding tax of EUR 1.5375 per share (in case of 25% Belgian withholding tax) and of EUR 2.05 per share (in case of exemption from Belgian withholding tax). Taking into account the gross interim dividend of EUR 0.60 per share paid in November 2013, a balance gross amount of EUR 1.45 will be payable as from 8 May 2014, i.e. a balance dividend net of Belgian withholding tax of EUR 1.0875 per share (in case of 25% Belgian withholding tax) and of EUR 1.45 per share (in case of exemption from Belgian withholding tax). The actual gross CONTD	Mgmt	For	For

CONT	CONTD dividend amount (and, subsequently, the balance amount) may fluctuate depending on possible changes in the number of own shares held by the Company on the dividend payment date	Non-Voting
C.5	Granting discharge to the Directors for the performance of their duties during the accounting year ended on 31 December 2013	Mgmt	For	For
C.6	Granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2013	Mgmt	For	For
C.7.a	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 2014. The Company’s Corporate Governance Charter provides that the term of office of directors shall end immediately after the annual shareholders’ meeting following their 70th birthday, except as provided by the Board of Directors in special cases. The Board considers that an exception to such age limit is justified for Mr. Storm considering the key role that he has played and continues to play as independent director. Mr. Storm complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company’s Corporate Governance Charter, except for the requirement CONTD	Mgmt	For	For
CONT	CONTD not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2). Except when legally required to apply the definition of Article 526ter, par. 1, 2, the Board proposes to consider that Mr. Storm continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Storm to the functioning of the Board has not been influenced by the length of his tenure. Mr. Storm has acquired a superior understanding of the Company’s business, its underlying strategy and specific culture, in particular in his capacity of chairman of the Board, and in light of his particular experience, reputation and background it is in the Company’s best interests to renew him as an independent director for an additional term CONTD	Non-Voting
CONT	CONTD of one year. Moreover, Mr. Storm expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence	Non-Voting

C.7.b	Renewing the appointment as independent director of Mr. Mark Winkelman, for a period of 1 year ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2014. Mr. Winkelman complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company’s Corporate Governance Charter, except for the requirement not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2). Except when legally required to apply the definition of Article 526ter, par. 1, 2, the Board proposes to consider that Mr. Winkelman continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Winkelman to the CONTD	Mgmt	For	For
CONT	CONTD functioning of the Board has not been influenced by the length of his tenure. Mr. Winkelman has acquired a superior understanding of the Company’s business, its underlying strategy and specific culture, and in light of his particular experience, reputation and background it is in the Company’s best interests to renew him as an independent director for an additional term of one year. Moreover, Mr. Winkelman expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence	Non-Voting
C.7.c	Renewing the appointment as director of Mr. Alexandre Van Damme, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	For	For
C.7.d	Renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	For	For
C.7.e	Renewing the appointment as director of Mr. Carlos Alberto da Veiga Sicupira, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	For	For
C.7.f	Renewing the appointment as director of Mr. Marcel Herrmann Telles, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	Against	Against

C.7.g	Acknowledging the end of mandate as director of Mr. Jorge Paulo Lemann and appointing as director Mr. Paulo Lemann as his successor, for a period of four years ending after the shareholders meeting which will be asked to approve the accounts for the year 2017. Mr. Paulo Lemann, a Brazilian citizen, graduated from Faculdade Candido Mendes in Rio de Janeiro, Brazil with a B.A. in Economics. Mr. Lemann interned at PriceWaterhouse in 1989 and was employed as an Analyst at Andersen Consulting from 1990 to 1991. From 1992 to 1995, he performed equity analysis while at Banco Marka (Rio de Janeiro). Mr. Lemann performed equity analysis for Dynamo Asset Management (Rio de Janeiro) from 1995 to 1996. From 1997 to 2004, he started the hedge fund investment effort at Tinicum Inc., a New York based investment office that advised the CONTD	Mgmt	For	For
CONT	CONTD Synergy Fund of Funds where he served as Portfolio Manager. In May 2005, Mr. Lemann founded Pollux Capital and is currently the Portfolio Manager. Mr. Lemann is a board member of Lojas Americanas, the Lemann Foundation and Ambev	Non-Voting
C.7.h	Acknowledging the end of mandate as director of Mr. Roberto Moses Thompson Motta and appointing as director Mr. Alexandre Behring as his successor, for a period of four years ending after the shareholders meeting which will be asked to approve the accounts for the year 2017. Mr. Behring, a Brazilian citizen, received a BS in Electric Engineering from Pontificia Universidade Catolica in Rio de Janeiro and an MBA from Harvard Graduate School of Business, having graduated as a Baker Scholar and a Loeb Scholar. He is a co- founder and the Managing Partner of 3G Capital, a global investment firm with offices in New York and Rio de Janeiro, since 2004. Mr. Behring serves on Burger King’s Board as Chairman since October 2010, following Burger King’s acquisition by 3G Capital, and has become Chairman of H.J. Heinz, following the CONTD	Mgmt	For	For
CONT	CONTD closing of such company’s acquisition by Berkshire Hathaway and 3G Capital in June 2013. Additionally, Mr. Behring served as a Director, and member of the Compensation and Operations Committees of the Board of CSX Corporation, a leading U.S. rail-based transportation company, from 2008 to 2011. Previously, Mr. Behring spent approximately 10 years at GP Investments, one of Latin America’s premier private-equity firms, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 through 2004, as a Director and CEO of Latin America’s largest railroad, ALL (America Latina Logistica). Mr. Behring was a co- founder and partner in Modus OSI Technologies, a technology firm with offices in Florida and Sao Paulo, from 1989 to 1993	Non-Voting

C.7.i	Appointing as independent director Mr. Elio Leoni Sceti, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017. Mr Leoni Sceti is an Italian citizen, living in the UK. He graduated Magma Cum Laude in Economics from LUISS in Rome, where he passed the Dottore Commercialista post graduate bar exam. Mr. Sceti is currently CEO of Iglo Group, a European food business whose brands are Birds Eye, Findus (in Italy) and Iglo. He has over 20 years’ experience in the FMCG and media sectors. He served as CEO of EMI Music from 2008 to 2010. Prior to EMI, Mr. Sceti had an international career in marketing and held senior leadership roles at Procter & Gamble and Reckitt Benckiser. Mr. Sceti is also a private investor in technology start-ups, and is currently CONTD	Mgmt	For	For
CONT	CONTD Chairman of Zeebox Ltd, Chairman of LSG holdings, and a Counsellor at One Young World. Mr. Elio Leoni Sceti complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company’s Corporate Governance Charter. Moreover, Mr. Elio Leoni Sceti expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence	Non-Voting
C.7.j	Appointing as director Mrs. Maria Asuncion Aramburuzabala Larregui, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017. Mrs. Aramburuzabala was proposed for appointment as director in accordance with the terms of the combination of ABI with Grupo Modelo. Mrs. Aramburuzabala is a citizen of Mexico and holds a degree in Accounting from ITAM (Instituto Tecnologico Autonomo de Mexico). She has served as CEO of Tresalia Capital since 1996. She is also on the Boards of KIO Networks, Abilia, Red Universalia, Grupo Modelo, Grupo Financiero Banamex, Banco Nacional de Mexico, non-executive Director of Fresnillo plc, Medica Sur, Latin America Conservation Council, Calidad de Vida, Progreso y Desarrollo para la Ciudad de Mexico and an Advisory Board member CONTD	Mgmt	For	For
CONT	CONTD of the Instituto Tecnologico Autonomo de Mexico, School of Business	Non-Voting
C.7.k	Appointing as director Mr. Valentin Diez Morodo, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017. Mr. Diez was proposed for appointment as director in accordance with the terms of the combination of ABI with Grupo Modelo. Born in 1940, Mr. Valentin Diez has exceeded the age limit of 70 years for directors as set forth in the Company’s Corporate Governance Charter. The Board considers however that an exception to this age limit is justified for Mr. Diez considering the key role that he has played and continues to play within Grupo Modelo as well as his exceptional business experience and reputation, amongst others in the beer sector and industry at large. Mr. Diez is a citizen of Mexico and holds a degree in Business Administration from the CONTD	Mgmt	For	For

CONT	CONTD Universidad Iberoamericana and participated in postgraduate courses at the University of Michigan. He is currently President of Grupo Nevadi International, Chairman of the Consejo Empresarial Mexicano de Comercio Exterior, Inversion y Tecnologia, AC (COMCE) and Chairman of that organization’s Mexico-Spain Bilateral Committee. He is a member of the Board of Directors of Grupo Modelo, Vice President of Kimberly Clark de Mexico and Grupo Aeromexico. He is member of the Board of Grupo Financiero Banamex, Acciones y Valores Banamex, Grupo Dine, Mexichem, OHL Mexico, Zara Mexico, Telefonica Moviles Mexico, Banco Nacional de Comercio Exterior, S.N.C. (Bancomext), ProMexico and the Instituto de Empresa, Madrid. He is member of the Consejo Mexicano de Hombres de Negocios and Chairman of the Instituto Mexicano para la CONTD	Non-Voting
CONT	CONTD Competitividad, IMCO. He is Chairman of the Assembly of Associates of the Universidad Iberoamericana, and Founder and Chairman of the Diez Morodo Foundation, which encourages social, sporting, educational and philanthropic causes. Mr. Diez is also a member of the Board of the Museo Nacional de las Artes, MUNAL in Mexico and member of the International Trustees of the Museo del Prado in Madrid, Spain	Non-Voting
C.8.a	Approving the remuneration report for the financial year 2013 as set out in the 2013 annual report, including the executive remuneration policy. The 2013 annual report and remuneration report containing the executive remuneration policy can be reviewed as indicated at the end of this notice	Mgmt	Against	Against
C.8.b	Deciding to grant and, pursuant to Article 554, indent 7, of the Companies Code, to expressly approve the grant of 15,000 stock options to each of the current Directors of the Company, being all non-executive Directors, for the performance of their mandate during the financial year 2013. However, the number of stock options amounts to 20,000 for the Chairman of the Audit Committee and to 30,000 for the Chairman of the Board of Directors. The main features of these stock options can be summarised as follows: each stock option confers the right to purchase one existing ordinary share of the Company, with the same rights (including dividend rights) as the other existing shares. Each stock option is granted for no consideration. Its exercise price equals the closing price of the Company share on Euronext Brussels on 29 April CONTD	Mgmt	For	For
CONT	CONTD 2014. All stock options have a term of ten years as from their granting and become exercisable five years after their granting. At the end of the ten year term, the stock options that have not been exercised will automatically become null and void	Non-Voting

D.1 Granting powers to Mr. Benoit Loore, VP Corporate Governance, with power to substitute and without prejudice to other delegations of powers to the extent applicable, for (i) the implementation of resolution A.1 regarding the change in relation to outstanding subscription rights, (ii) the restatements of the articles of association as a result of all changes referred to above, the signing of the restated articles of association and their filings with the clerk’s office of the Commercial Court of Brussels, and (iii) any other filings and publication formalities in relation to the above resolutions Mgmt For For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ANNIES, INC.

Security:	03600T104	Agenda Number:	933861127
Ticker:	BNNY	Meeting Type:	Annual
ISIN:	US03600T1043	Meeting Date:	9/10/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO ADOPT AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS.	Mgmt	For	For
2.	DIRECTOR
	1       MOLLY F. ASHBY	Mgmt	For	For
	2       JOHN M. FORAKER	Mgmt	For	For
	3       JULIE D. KLAPSTEIN	Mgmt	Withheld	Against
	4       LAWRENCE S. PEIROS	Mgmt	For	For
	5       BETTINA M. WHYTE	Mgmt	For	For
	6       BILLIE IDA WILLIAMSON	Mgmt	For	For
	7       BETTINA M. WHYTE	Mgmt	For	For
	8       BILLIE IDA WILLIAMSON	Mgmt	For	For
4.	TO ADOPT AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE VARIOUS PROVISIONS RELATED TO SOLERA CAPITAL, LLC AND ITS AFFILIATES THAT ARE NOW INAPPLICABLE.	Mgmt	For	For
5.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS ANNIE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING MARCH 31, 2014.	Mgmt	For	For
6.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF ANNIE’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ASPEN TECHNOLOGY, INC.

Security:	045327103	Agenda Number:	933889416
Ticker:	AZPN	Meeting Type:	Annual
ISIN:	US0453271035	Meeting Date:	12/5/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       ROBERT M. WHELAN, JR.	Mgmt	For	For
	2       DONALD P. CASEY	Mgmt	For	For
2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

AVEVA GROUP PLC, CAMBRIDGE

Security:	G06812112	Agenda Number:	704601120
Ticker:		Meeting Type:	AGM
ISIN:	GB00B15CMQ74	Meeting Date:	7/9/2013

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 2013	Mgmt	For	For
2	To approve the Directors’ remuneration report for the year ended 31 March 2013	Mgmt	For	For
3	To declare a final dividend of 19.5 pence per share in respect of the year ended 31 March 2013	Mgmt	For	For
4	To re-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-appoint Ernst and Young LLP as the auditor of the Company	Mgmt	For	For
10	To authorise the Directors to fix the remuneration of the auditor	Mgmt	For	For
11	To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006	Mgmt	For	For
12	To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	Mgmt	For	For
13	To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006	Mgmt	For	For
14	To allow 14 days’ notice of general meetings	Mgmt	Against	Against
15	To declare the special dividend of 147.0 pence per share and approve the share consolidation	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BAKER HUGHES INCORPORATED

Security:	057224107	Agenda Number:	933936241
Ticker:	BHI	Meeting Type:	Annual
ISIN:	US0572241075	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: LARRY D. BRADY	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR.	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: MARTIN S. CRAIGHEAD	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: LYNN L. ELSENHANS	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: ANTHONY G. FERNANDES	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: CLAIRE W. GARGALLI	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: PIERRE H. JUNGELS	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: JAMES A. LASH	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: J. LARRY NICHOLS	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: JAMES W. STEWART	Mgmt	Against	Against
1K.	ELECTION OF DIRECTOR: 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 COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For
4.	THE APPROVAL OF THE AMENDED AND RESTATED BAKER HUGHES INCORPORATED 2002 DIRECTOR & OFFICER LONG-TERM INCENTIVE PLAN.	Mgmt	For	For
5.	THE APPROVAL OF THE AMENDED AND RESTATED BAKER HUGHES INCORPORATED 2002 EMPLOYEE LONG- TERM INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BORGWARNER INC.

Security:	099724106	Agenda Number:	933941773
Ticker:	BWA	Meeting Type:	Annual
ISIN:	US0997241064	Meeting Date:	4/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: JAN CARLSON	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: DENNIS C. CUNEO	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: VICKI L. SATO	Mgmt	For	For
2	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2014.	Mgmt	For	For
3	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For
4	APPROVAL OF BORGWARNER INC. 2014 STOCK INCENTIVE PLAN.	Mgmt	For	For
5	AMENDMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.	Mgmt	For	For
6	STOCKHOLDER PROPOSAL CONCERNING SIMPLE MAJORITY VOTING.	Shr	For	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

BRENNTAG AG, MUEHLHEIM/RUHR

Security:	D12459109	Agenda Number:	705265393
Ticker:		Meeting Type:	AGM
ISIN:	DE000A1DAHH0	Meeting Date:	6/17/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	PLEASE NOTE THAT BY JUDGEMENT OF OLG COLOGNE RENDERED ON JUNE 6, 2012, ANY SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF 3 PERCENT 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 WITH THE RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE FURTHER INFORMATION WHETHER OR NOT SUCH BO REGISTRATION WILL BE CONDUCTED FOR YOUR CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR CSR.	Non-Voting
	THE SUB CUSTODIANS HAVE ADVISED THAT VOTED SHARES ARE NOT BLOCKED FOR TRADING PURPOSES I.E. THEY ARE ONLY UNAVAILABLE FOR SETTLEMENT. REGISTERED SHARES WILL BE DEREGISTERED AT THE DEREGISTRATION DATE BY THE SUB CUSTODIANS. 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. PLEASE CONTACT YOUR CSR FOR FURTHER INFORMATION.	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 02 JUN 2014. 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 2013 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 THE DISTRIBUTABLE PROFIT IN THE AMOUNT OF EUR 133,900,000 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 2.60 PER NO-PAR SHARE EX-DIVIDEND AND PAYABLE DATE: JUNE 18, 2014	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 THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2014 FINANCIAL YEAR AND FOR THE REVIEW OF THE INTERIM HALF-YEAR FINANCIAL STATEMENTS: PRICEWATERHOUSECOOPERS AG, DUSSELDORF	Mgmt	For	For
6.	RESOLUTION ON THE INCREASE OF THE SHARE CAPITAL THROUGH THE COMPANY CAPITAL AS WELL AS THE APPROPRIATE AMENDMENTS TO THE ARTICLES OF ASSOCIATION THE COMPANY’S SHARE CAPITAL OF EUR 51,500,000 SHALL BE INCREASED TO EUR 154,500,000 THROUGH THE CONVERSION OF CAPITAL RESERVES OF EUR 103,000,000 AND THE CORRESPONDING ISSUE OF 103,000,000 NEW BEARER NO- PAR SHARES WITH DIVIDEND ENTITLEMENT BEGINNING WITH THE 2014 FINANCIAL YEAR. THE NEW SHARES SHALL BE ISSUED TO THE SHAREHOLDERS AT A RATIO OF 1:2	Mgmt	For	For

7.	RESOLUTION ON THE CREATION OF NEW AUTHORIZED CAPITAL AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING AUTHORIZED CAPITAL 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 77,250,000 THROUGH THE ISSUE OF UP TO 77,250,000 NEW BEARER NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND ON OR BEFORE JUNE 16, 2019. SHAREHOLDERS’ SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL INCREASE AGAINST CASH PAYMENT OF UP TO 10 PERCENT OF THE SHARE CAPITAL IF THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL SHARES, FOR THE ISSUE OF EMPLOYEE SHARES, FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND, THE SATISFACTION OF OPTION AND/OR CONVERSION RIGHTS, AND FOR RESIDUAL AMOUNTS	Mgmt	For	For
8.	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 ADOPTED BY THE SHAREHOLDERS’ MEETING OF MARCH 19, 2010, TO ISSUE BONDS AND TO CREATE A CORRESPONDING CONTINGENT CAPITAL SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR 2,000,000,000 CONFERRING CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY ON OR BEFORE JUNE 16, 2019. SHAREHOLDERS’ SUBSCRIPTION RIGHTS MAY BE EXCLUDED. THE COMPANY’S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 25,750,000 THROUGH THE ISSUE OF UP TO 25,750,000 NEW REGISTERED NO-PAR SHARES, INSOFAR AS CONVERSION AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2014)	Mgmt	For	For
9.	AUTHORIZATION TO ACQUIRE OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 10 PERCENT OF THE COMPANY’S SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 10 PERCENT FROM THE MARKET PRICE OF THE SHARES ON OR BEFORE JUNE 30, 2019. THE BOARD OF MDS SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR FOR SATISFYING CONVERSION OR OPTION RIGHTS, AND TO RETIRE THE SHARES.	Mgmt	For	For
10.	APPROVAL OF THE AMENDMENTS TO THE EXISTING PROFIT TRANSFER AGREEMENT WITH THE COMPANY’S SUBSIDIARY BRENNTAG HOLDING GMBH	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

C.H. ROBINSON WORLDWIDE, INC.

Security:	12541W209	Agenda Number:	933945187
Ticker:	CHRW	Meeting Type:	Annual
ISIN:	US12541W2098	Meeting Date:	5/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: SCOTT P. ANDERSON	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: ROBERT EZRILOV	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: WAYNE M. FORTUN	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: MARY J STEELE GUILFOILE	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: JODEE A. KOZLAK	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: REBECCA KOENIG ROLOFF	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: BRIAN P. SHORT	Mgmt	Against	Against
2.	TO APPROVE, BY NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	Against	Against
3.	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CAMERON INTERNATIONAL CORPORATION

Security:	13342B105	Agenda Number:	933961674
Ticker:	CAM	Meeting Type:	Annual
ISIN:	US13342B1052	Meeting Date:	5/16/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: H. PAULETT EBERHART	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: PETER J. FLUOR	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: JAMES T. HACKETT	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: JACK B. MOORE	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: MICHAEL E. PATRICK	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: JON ERIK REINHARDSEN	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: BRUCE W. WILKINSON	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.	Mgmt	For	For
3.	TO APPROVE, ON AN ADVISORY BASIS, OUR 2013 EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Security:	M22465104	Agenda Number:	934006823
Ticker:	CHKP	Meeting Type:	Annual
ISIN:	IL0010824113	Meeting Date:	5/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	ELECTION OF DIRECTORS: GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAN PROPPER, DAVID RUBNER, DR. TAL SHAVIT	Mgmt	No vote
2.	TO ELECT IRWIN FEDERMAN AND RAY ROTHROCK AS OUTSIDE DIRECTORS FOR AN ADDITIONAL THREE-YEAR TERM.	Mgmt	No vote
3.	TO RATIFY THE APPOINTMENT AND COMPENSATION OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS CHECK POINT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	No vote

4.	APPROVE COMPENSATION TO CHECK POINT’S CHIEF EXECUTIVE OFFICER WHO IS ALSO CHAIRMAN OF THE BOARD OF DIRECTORS.	Mgmt	No vote	��
5A.	THE UNDERSIGNED IS A CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST IN ITEM 2. MARK “FOR” = YES OR “AGAINST” = NO.	Mgmt	No vote
5B.	THE UNDERSIGNED IS A CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST IN ITEM 4. MARK “FOR” = YES OR “AGAINST” = NO.	Mgmt	No vote

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DEERE & COMPANY

Security:	244199105	Agenda Number:	933914586
Ticker:	DE	Meeting Type:	Annual
ISIN:	US2441991054	Meeting Date:	2/26/2014

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: GREGORY R. PAGE	Mgmt	For	For

1J.	ELECTION OF DIRECTOR: THOMAS H. PATRICK	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: SHERRY M. SMITH	Mgmt	For	For
2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For
3.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS DEERE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DIGITAL REALTY TRUST, INC.

Security:	253868103	Agenda Number:	933941115
Ticker:	DLR	Meeting Type:	Annual
ISIN:	US2538681030	Meeting Date:	4/28/2014

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: LAURENCE A. CHAPMAN	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: KATHLEEN EARLEY	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: RUANN F. ERNST, PH.D.	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: KEVIN J. KENNEDY	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: WILLIAM G. LAPERCH	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: ROBERT H. ZERBST	Mgmt	For	For
2.	TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

3.	TO APPROVE THE DIGITAL REALTY TRUST, INC., DIGITAL SERVICES, INC. AND DIGITAL REALTY TRUST, L.P. 2014 INCENTIVE AWARD PLAN.	Mgmt	For	For
4.	TO ADOPT A RESOLUTION TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

DUPONT FABROS TECHNOLOGY, INC.

Security:	26613Q106	Agenda Number:	933971106
Ticker:	DFT	Meeting Type:	Annual
ISIN:	US26613Q1067	Meeting Date:	5/21/2014

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 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

ENCANA CORPORATION

Security:	292505104	Agenda Number:	933986551
Ticker:	ECA	Meeting Type:	Annual
ISIN:	CA2925051047	Meeting Date:	5/13/2014

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       JANE L. PEVERETT	Mgmt	For	For
	6       BRIAN G. SHAW	Mgmt	For	For
	7       DOUGLAS J. SUTTLES	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	CONFIRMATION OF AMENDMENTS TO CORPORATION’S BY-LAW NO. 1	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

EOG RESOURCES, INC.

Security:	26875P101	Agenda Number:	933953792
Ticker:	EOG	Meeting Type:	Annual
ISIN:	US26875P1012	Meeting Date:	5/1/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JANET F. CLARK	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: CHARLES R. CRISP	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: JAMES C. DAY	Mgmt	For	For

1D.	ELECTION OF DIRECTOR: MARK G. PAPA	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: H. LEIGHTON STEWARD	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: DONALD F. TEXTOR	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: WILLIAM R. THOMAS	Mgmt	For	For
1H.	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, 2014.	Mgmt	For	For
3.	TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
4.	STOCKHOLDER PROPOSAL CONCERNING QUANTITATIVE RISK MANAGEMENT REPORTING FOR HYDRAULIC FRACTURING OPERATIONS, IF PROPERLY PRESENTED.	Shr	Against	For
5.	STOCKHOLDER PROPOSAL CONCERNING A METHANE EMISSIONS REPORT, IF PROPERLY PRESENTED.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FANUC CORPORATION

Security:	J13440102	Agenda Number:	705357487
Ticker:		Meeting Type:	AGM
ISIN:	JP3802400006	Meeting Date:	6/27/2014

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: 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
3.12	Appoint a Director	Mgmt	For	For
4	Appoint a Corporate Auditor	Mgmt	For	For
5	Amend the Compensation to be received by Corporate Auditors	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FASTENAL COMPANY

Security:	311900104	Agenda Number:	933932279
Ticker:	FAST	Meeting Type:	Annual
ISIN:	US3119001044	Meeting Date:	4/22/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: WILLARD D. OBERTON	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL M. GOSTOMSKI	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: MICHAEL J. DOLAN	Mgmt	Against	Against
1D.	ELECTION OF DIRECTOR: REYNE K. WISECUP	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: HUGH L. MILLER	Mgmt	Against	Against
1F.	ELECTION OF DIRECTOR: MICHAEL J. ANCIUS	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: SCOTT A. SATTERLEE	Mgmt	Against	Against
1H.	ELECTION OF DIRECTOR: RITA J. HEISE	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: DARREN R. JACKSON	Mgmt	Against	Against
2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 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

FORTINET INC.

Security:	34959E109	Agenda Number:	934002988
Ticker:	FTNT	Meeting Type:	Annual
ISIN:	US34959E1091	Meeting Date:	6/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MICHAEL XIE	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: WILLIAM H. NEUKOM	Mgmt	For	For
02.	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS FORTINET’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
03.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FUGRO NV, LEIDSCHENDAM

Security:	N3385Q197	Agenda Number:	704783299
Ticker:		Meeting Type:	EGM
ISIN:	NL0000352565	Meeting Date:	11/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening of the meeting	Non-Voting
2	Appointment of a member of the Board of Management: a) appointment of Mr. P.A.H. Verhagen b) approval remuneration component as compensation for loss of rights	Mgmt	Against	Against
3	Any other business	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

FUGRO NV, LEIDSCHENDAM

Security:	N3385Q197	Agenda Number:	705062191
Ticker:		Meeting Type:	AGM
ISIN:	NL0000352565	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening and Notifications	Non-Voting
2.a	Report of the Supervisory Board for the year 2013: General report	Non-Voting

2.b	Report of the Supervisory Board for the year 2013: Application of the remuneration policy in 2013	Non-Voting
3	Report of the Board of Management for the year 2013	Non-Voting
4.a	2013 Financial Statements and dividend: Adoption of the 2013 Financial Statements	Mgmt	For	For
4.b	2013 Financial Statements and dividend: Explanation of policy on reserves and dividends	Non-Voting
4.c	2013 Financial Statements and dividend: Dividend over financial year 2013: EUR 1.50 per share	Mgmt	For	For
5.a	Discharge of the members of the Board of Management for their management	Mgmt	For	For
5.b	Discharge of the members of the Supervisory Board for their supervision	Mgmt	For	For
6.a	Remuneration Board of Management: Adoption of revisions to the remuneration policy	Mgmt	For	For
6.b	Remuneration Board of Management: Approval of the (revised) option and share scheme	Mgmt	For	For
7	Re-appointment of auditor to audit the 2014 and the 2015 Financial Statements: KPMG	Mgmt	For	For
8.a	Composition of the Board of Management: Re-appointment of Mr. P. van Riel (CEO)	Mgmt	For	For
9.a	Composition of the Supervisory Board: Re- appointment of Mr. G-J. Kramer	Mgmt	For	For
9.b	Composition of the Supervisory Board: Appointment of Mr. D.J. Wall	Mgmt	For	For
9.c	Composition of the Supervisory Board: Appointment of Mr. A.J. Campo	Mgmt	For	For

10.a	Authorisation of the Board of Management to: grant or issue (rights to acquire) shares	Mgmt	For	For
10.b	Authorisation of the Board of Management to: limit or exclude pre-emption rights in respect of shares	Mgmt	For	For
11	Authorisation of the Board of Management to repurchase own shares	Mgmt	For	For
12	Capital reduction with respect to shares held by Fugro in its own share capital	Mgmt	For	For
13	Any other business	Non-Voting
14	Closing of the meeting	Non-Voting
CMMT	21 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAME, MODIFICATION TO THE TEXT OF RESOLUTION 8A AND RECEIPT OF AMOUNT FOR RESOLUTION NO. 4.C. 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

HESS CORPORATION

Security:	42809H107	Agenda Number:	933952788
Ticker:	HES	Meeting Type:	Annual
ISIN:	US42809H1077	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: T.J. CHECKI	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: E.E. HOLIDAY	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: J.H. MULLIN	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: J.H. QUIGLEY	Mgmt	For	For

1.5	ELECTION OF DIRECTOR: R.N. WILSON	Mgmt	For	For
2.	ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
3.	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
4A.	ELIMINATION OF 80% SUPERMAJORITY VOTING REQUIREMENT IN THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS.	Mgmt	For	For
4B.	ELIMINATION OF TWO-THIRDS SUPERMAJORITY VOTING REQUIREMENT IN THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.	Mgmt	For	For
5.	ELIMINATION OF PROVISIONS IN THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION CONCERNING $3.50 CUMULATIVE CONVERTIBLE PREFERRED STOCK.	Mgmt	For	For
6.	STOCKHOLDER PROPOSAL RECOMMENDING A REPORT REGARDING CARBON ASSET RISK.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

INGREDION INC

Security:	457187102	Agenda Number:	933972449
Ticker:	INGR	Meeting Type:	Annual
ISIN:	US4571871023	Meeting Date:	5/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: LUIS ARANGUREN-TRELLEZ	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: DAVID B. FISCHER	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: ILENE S. GORDON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: PAUL HANRAHAN	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: WAYNE M. HEWETT	Mgmt		For	For
1F.	ELECTION OF DIRECTOR: RHONDA L. JORDAN	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: VICTORIA J. REICH	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 AMEND AND APPROVE THE INGREDION INCORPORATED STOCK INCENTIVE PLAN	Mgmt		For	For
4.	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 2014	Mgmt	��	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

JOHNSON MATTHEY PLC, LONDON

Security:	G51604158	Agenda Number:	704623429
Ticker:		Meeting Type:	AGM
ISIN:	GB00B70FPS60	Meeting Date:	7/25/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Company’s accounts for the year ended 31st March 2013	Mgmt	For	For
2	To receive and approve the directors remuneration report for the year ended 31st March 2013	Mgmt	For	For

3	To declare a final dividend of 41.5 pence per share on the ordinary shares	Mgmt	For	For
4	To elect Mr CS Matthews as a director of the Company	Mgmt	For	For
5	To elect Ms O Desforges as a director of the Company	Mgmt	For	For
6	To re-elect Mr TEP Stevenson as a director of the Company	Mgmt	For	For
7	To re-elect Mr NAP Carson as a director of the Company	Mgmt	For	For
8	To re-elect Mr AM Ferguson as a director of the Company	Mgmt	For	For
9	To re-elect Mr RJ MacLeod as a director of the Company	Mgmt	For	For
10	To re-elect Mr LC Pentz as a director of the Company	Mgmt	For	For
11	To re-elect Mr MJ Roney as a director of the Company	Mgmt	For	For
12	To re-elect Mr WF Sandford as a director of the Company	Mgmt	For	For
13	To re-elect Mrs DC Thompson as a director of the Company	Mgmt	For	For
14	To appoint KPMG LLP as auditor for the forthcoming year	Mgmt	For	For
15	To authorise the directors to determine the remuneration of the auditor	Mgmt	For	For
16	To authorise the Company and its subsidiaries to make political donations and incur political expenditure within certain limits	Mgmt	For	For

17	To authorise the directors to allot shares	Mgmt	For	For
18	To disapply the statutory pre-emption rights attached to shares	Mgmt	For	For
19	To authorise the Company to make market purchases of its own shares	Mgmt	For	For
20	To authorise the Company to call general meetings other than annual general meetings on not less than 14 clear days’ notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

JOY GLOBAL INC.

Security:	481165108	Agenda Number:	933918697
Ticker:	JOY	Meeting Type:	Annual
ISIN:	US4811651086	Meeting Date:	3/4/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       EDWARD L. DOHENY II	Mgmt	For	For
	2       STEVEN L. GERARD	Mgmt	For	For
	3       JOHN T. GREMP	Mgmt	For	For
	4       JOHN NILS HANSON	Mgmt	For	For
	5       GALE E. KLAPPA	Mgmt	For	For
	6       RICHARD B. LOYND	Mgmt	Withheld	Against
	7       P. ERIC SIEGERT	Mgmt	For	For
	8       JAMES H. TATE	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.	Mgmt	For	For
3.	ADVISORY VOTE ON THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

KENNAMETAL INC.

Security:	489170100	Agenda Number:	933878285
Ticker:	KMT	Meeting Type:	Annual
ISIN:	US4891701009	Meeting Date:	10/22/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	DIRECTOR
	1       CARLOS M. CARDOSO	Mgmt	For	For
	2       WILLIAM J. HARVEY	Mgmt	For	For
	3       CINDY L. DAVIS	Mgmt	For	For
II	RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2014.	Mgmt	For	For
III	ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For
IV	APPROVAL OF THE AMENDED AND RESTATED KENNAMETAL INC. STOCK AND INCENTIVE PLAN OF 2010.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

KONINKLIJKE VOPAK N.V., ROTTERDAM

Security:	N5075T159	Agenda Number:	705032768
Ticker:		Meeting Type:	AGM
ISIN:	NL0009432491	Meeting Date:	4/23/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 293643 DUE TO CHANGE IN VOTING STATUS OF RESOLUTIONS 3 AND 5. 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	Non-Voting
2	Discussion of the report of the Executive Board on the 2013 financial year	Non-Voting
3	Implementation of the remuneration policy for the 2013 financial year	Non-Voting

4	Discussion and adoption of the financial statements for the 2013 financial year	Mgmt	For	For
5	Explanation of policy on additions to reserves and dividends	Non-Voting
6	Proposed distribution of dividend for the 2013 financial year : EUR 0.90 per share	Mgmt	For	For
7	Discharge from liability of the members of the Executive Board for the performance of their duties in the 2013 financial year	Mgmt	For	For
8	Discharge from liability of the members of the Supervisory Board for the performance of their duties in the 2013 financial year	Mgmt	For	For
9	Re-appointment of Mr. E.M. Hoekstra as member of the Executive Board	Mgmt	For	For
10	Re-appointment of Mr. F. Eulderink as member of the Executive Board	Mgmt	For	For
11	Re-appointment of Mr. C.J. van den Driest as member of the Supervisory Board	Mgmt	Against	Against
12	Proposal to authorize the Executive Board to acquire ordinary shares	Mgmt	For	For
13	Proposal to cancel the cumulative financing preference shares issued in 2009	Mgmt	For	For
14	Appointment of Deloitte Accountants B.V. as the external auditor for the 2015 financial year	Mgmt	For	For
15	Any other business	Non-Voting
16	Closing	Non-Voting
CMMT	18 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION NO 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 294126, PLEASE DO NOT REVOTE ON THIS MEETING UNLESS YOU DECIDE TO AMEND YOUR INSTRUCTIONS.	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

KONINKLIJKE VOPAK NV, ROTTERDAM

Security:	N5075T159	Agenda Number:	704665011
Ticker:		Meeting Type:	EGM
ISIN:	NL0009432491	Meeting Date:	9/17/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening	Non-Voting
2.A	Proposal to authorize the Executive Board to issue cumulative preference C shares and to grant rights to subscribe for C shares	Mgmt	For	For
2.B	Proposal to authorize the Executive Board to restrict or exclude pre-emptive rights accruing to shareholders in relation to the issue of cumulative preference C shares or a grant of rights to subscribe for C shares	Mgmt	For	For
3	Proposal to amend the Articles of Association	Mgmt	For	For
4	Explanation of policy on additions to reserves and dividends	Non-Voting
5	Proposal to authorize the Executive Board to distribute a stock dividend. Royal Vopak’s intention is to distribute one (1) C share for each ten (10) ordinary shares with a nominal value of EUR 0.50 each held on the record date for the stock dividend	Mgmt	For	For
6	Proposal to extend the right to subscribe for anti-takeover preference shares	Mgmt	Against	Against
7	Any other business	Non-Voting
8	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

Security:	D3862Y102	Agenda Number:	705161115
Ticker:		Meeting Type:	AGM
ISIN:	DE0006204407	Meeting Date:	5/28/2014

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 07 MAY 2014, 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 13 MAY 2014. 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 2013 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 THE DISTRIBUTABLE PROFIT IN THE AMOUNT OF EUR 34,601,697.30 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.30 PER NO-PAR SHARE EUR 24,427,068 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: MAY 29, 2014	Mgmt	For	For
3.1	RATIFICATION OF THE ACTS OF THE BOARD OF MDS: MR. DR. TILL REUTER	Mgmt	For	For

3.2	RATIFICATION OF THE ACTS OF THE BOARD OF MDS: MR. PETER MOHNEN	Mgmt	For	For
4.1	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR BERND MINNING	Mgmt	For	For
4.2	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR MICHAEL LEPPEK	Mgmt	For	For
4.3	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR PROF. DR. DIRK ABEL	Mgmt	For	For
4.4	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR DR. WALTER BICKEL	Mgmt	For	For
4.5	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR WILFRIED EBERHARDT	Mgmt	For	For
4.6	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR DR. UWE GANZER	Mgmt	For	For
4.7	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR SIEGFRIED GREULICH	Mgmt	For	For
4.8	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR THOMAS KALKBRENNER	Mgmt	For	For
4.9	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR ARMIN KOLB	Mgmt	For	For
4.10	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR THOMAS KNABEL	Mgmt	For	For
4.11	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MRS CAROLA LEITMEIR	Mgmt	For	For
4.12	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR PROF. DR. UWE LOOS	Mgmt	For	For

4.13	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR DR. MICHAEL PROELLER	Mgmt	For	For
4.14	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR FRITZ SEIFERT	Mgmt	For	For
4.15	RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD: MR GUY WYSER- PRATTE	Mgmt	For	For
5.	AUTHORIZATION TO ACQUIRE OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 10 PERCENT OF ITS CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10 PERCENT FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE MAY 27, 2019. THE BOARD OF MDS SHALL BE AUTHORIZED TO USE THE SHARES FOR MERGERS AND ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO FLOAT THE SHARES ON FOREIGN MARKETS, TO USE THE SHARES FOR REMUNERATION PURPOSES, AND TO RETIRE THE SHARES	Mgmt	For	For
6.1	RESOLUTION ON THE PARTIAL REVOCATION OF THE EXISTING AUTHORIZATION TO ISSUE BONDS AND CREATE CONTINGENT CAPITAL 2013, THE NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS, WARRANT BONDS, PROFIT-SHARING RIGHTS AND/OR PARTICIPATING BONDS (TOGETHER: ‘BONDS’) AND CREATE CONTINGENT CAPITAL 2014, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION: A) THE EXISTING AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ MEETING OF JUNE 5, 2013 TO ISSUE BONDS SHALL BE REVOKED IN RESPECT OF ITS UNUSED PORTION AND THE CONTINGENT CAPITAL 2013 SHALL BE REDUCED ACCORDINGLY TO EUR 6,446,837.80	Mgmt	For	For

6.2	RESOLUTION ON THE PARTIAL REVOCATION OF THE EXISTING AUTHORIZATION TO ISSUE BONDS AND CREATE CONTINGENT CAPITAL 2013, THE NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS, WARRANT BONDS, PROFIT-SHARING RIGHTS AND/OR PARTICIPATING BONDS (TOGETHER: ‘BONDS’) AND CREATE CONTINGENT CAPITAL 2014, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION: THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER AND/OR REGISTERED BONDS OF UP TO EUR 600,000,000, CONFERRING CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE MAY 27, 2019. SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF OPTION OR CONVERSION RIGHTS, AND FOR THE ISSUE OF BONDS CONFERRING CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10 PERCENT OF THE SHARE CAPITAL IF SUCH BONDS ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE. SHAREHOLDERS’ SUBSCRIPTION RIGHTS SHALL ALSO BE EXCLUDED FOR THE ISSUE OF PROFIT-SHARING RIGHTS AND/OR PARTICIPATING BONDS WHICH DO NOT CONFER CONVERSION OR OPTION RIGHTS BUT HAVE DEBENTURE- LIKE FEATURES. THE COMPANY’S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 33,486,707.80 THROUGH THE ISSUE OF UP TO 12,879,503 NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERSION AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2014)	Mgmt	For	For
7.	APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2014 FINANCIAL YEAR AND FOR THE REVIEW OF THE INTERIM HALF-YEAR FINANCIAL STATEMENTS: KPMG AG, BERLIN	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

LATAM AIRLINES GROUP S.A.

Security:	51817R106	Agenda Number:	933979330
Ticker:	LFL	Meeting Type:	Annual
ISIN:	US51817R1068	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND FINANCIAL STATEMENTS OF THE COMPANY.	Mgmt	For	For
2.	ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS.	Mgmt	Abstain	Against
3.	THE COMPENSATION TO BE PAID TO THE COMPANY’S BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	Abstain	Against
4.	THE COMPENSATION TO BE PAID TO THE COMPANY’S AUDIT COMMITTEE AND ITS BUDGET FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	Abstain	Against

5.	THE APPOINTMENT OF THE EXTERNAL AUDITING FIRM AND RISK RATING AGENCIES FOR THE COMPANY; AND THE REPORTS ON THE MATTERS INDICATED IN SECTION XVI OF COMPANIES LAW 18,046.	Mgmt	For	For
6.	INFORMATION ON THE COST OF PROCESSING, PRINTING AND SENDING THE INFORMATION INDICATED IN CIRCULAR 1816 OF THE SECURITIES AND INSURANCE COMMISSION.	Mgmt	For	For
7.	DESIGNATION OF THE NEWSPAPER IN WHICH THE COMPANY WILL MAKE PUBLICATIONS.	Mgmt	For	For
8.	OTHER MATTERS OF CORPORATE INTEREST WITHIN THE PURVIEW OF A REGULAR SHAREHOLDERS MEETING OF THE COMPANY.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

LUXFER HOLDINGS PLC

Security:	550678106	Agenda Number:	934014010
Ticker:	LXFR	Meeting Type:	Annual
ISIN:	US5506781062	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1	TO RECEIVE THE COMPANY’S ANNUAL ACCOUNTS TOGETHER WITH THE REPORTS OF THE COMPANY’S DIRECTORS AND THE AUDITORS (“ACCOUNTS”)	Mgmt	For	For
O2	TO REAPPOINT JOSEPH BONN AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
O3	TO REAPPOINT KEVIN FLANNERY AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
O4	TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY (“AUDITORS”) FROM THE CONCLUSION OF THE AGM UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY	Mgmt	For	For
O5	TO AUTHORISE THE AUDIT COMMITTEE OF THE COMPANY TO AGREE THE REMUNERATION OF THE AUDITORS	Mgmt	For	For
O6	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (OTHER THAN THE PART CONTAINING THE DIRECTORS’ REMUNERATION POLICY)	Mgmt	For	For

O7	TO APPROVE THE DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For
S8	TO APPROVE SUBDIVISION OF EACH OF THE COMPANY’S ORDINARY SHARES OF 1 POUND EACH INTO TWO ORDINARY SHARES OF 0.50 POUND EACH	Mgmt	For	For
S9	TO AUTHORISE THE COMPANY TO MAKE OFF-MARKET PURCHASES OF ITS OWN ORDINARY SHARES (OR A.D.S’S) FOR THE PURPOSES OF ANY OF ITS EMPLOYEE SHARE SCHEMES	Mgmt	For	For
S10	TO ADOPT THE LUXFER HOLDINGS PLC EMPLOYEE STOCK PURCHASE PLAN	Mgmt	For	For
S11	TO AUTHORISE THE COMPANY TO MAKE OFF-MARKET PURCHASES OF ITS OWN ORDINARY SHARES (OR A.D.S’S) PURSUANT TO THE LUXFER HOLDINGS PLC 10B-18 REPURCHASE PROGRAM LETTER OF ENGAGEMENT	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MASTERCARD INCORPORATED

Security:	57636Q104	Agenda Number:	933987351
Ticker:	MA	Meeting Type:	Annual
ISIN:	US57636Q1040	Meeting Date:	6/3/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: AJAY BANGA	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: SILVIO BARZI	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: DAVID R. CARLUCCI	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: STEVEN J. FREIBERG	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: JULIUS GENACHOWSKI	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: MERIT E. JANOW	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: NANCY J. KARCH	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: MARC OLIVIE	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: RIMA QURESHI	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES	Mgmt	For	For
1L.	ELECTION OF DIRECTOR: JACKSON P. TAI	Mgmt	For	For
1M.	ELECTION OF DIRECTOR: EDWARD SUNING TIAN	Mgmt	For	For
2.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION	Mgmt	For	For
3.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MAXWELL TECHNOLOGIES, INC.

Security:	577767106	Agenda Number:	933889315
Ticker:	MXWL	Meeting Type:	Annual
ISIN:	US5777671067	Meeting Date:	12/11/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       MARK ROSSI	Mgmt	Withheld	Against
	2       BURKHARD GOESCHEL	Mgmt	For	For
	3       DAVID SCHLOTTERBECK	Mgmt	For	For

2.	APPROVE THE 2013 OMNIBUS EQUITY INCENTIVE PLAN AND APPROVE FOR FEDERAL TAX PURPOSES THE PERFORMANCE GOALS THAT MAY BE USED WITH RESPECT TO CERTAIN PERFORMANCE-BASED AWARDS GRANTED UNDER THE PLAN.	Mgmt	For	For
3.	APPROVE THE AMENDMENT AND RESTATEMENT OF THE MAXWELL TECHNOLOGIES, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For
4.	RATIFICATION OF THE APPOINTMENT OF BDO USA LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For
5.	TO APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MEAD JOHNSON NUTRITION COMPANY

Security:	582839106	Agenda Number:	933953766
Ticker:	MJN	Meeting Type:	Annual
ISIN:	US5828391061	Meeting Date:	5/1/2014

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: MICHAEL GROBSTEIN	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: PETER KASPER JAKOBSEN	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: PETER G. RATCLIFFE	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: ELLIOTT SIGAL, M.D., PH.D.	Mgmt	For	For
1L.	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 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

MONSANTO COMPANY

Security:	61166W101	Agenda Number:	933907959
Ticker:	MON	Meeting Type:	Annual
ISIN:	US61166W1018	Meeting Date:	1/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: GREGORY H. BOYCE	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: LAURA K. IPSEN	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: WILLIAM U. PARFET	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: GEORGE H. POSTE, PH.D., D.V.M.	Mgmt	For	For
2.	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.	Mgmt	For	For

3.	ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For
4.	SHAREOWNER PROPOSAL REQUESTING A REPORT RELATED TO LABELING OF FOOD PRODUCED WITH GENETIC ENGINEERING.	Shr	Against	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

NEOGEN CORPORATION

Security:	640491106	Agenda Number:	933873108
Ticker:	NEOG	Meeting Type:	Annual
ISIN:	US6404911066	Meeting Date:	10/3/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       WILLIAM T. BOEHM, PH.D.	Mgmt	For	For
	2       JACK C. PARNELL	Mgmt	For	For
	3       CLAYTON K. YEUTTER PH.D	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 FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NEXSTAR BROADCASTING GROUP, INC.

Security:	65336K103	Agenda Number:	934016913
Ticker:	NXST	Meeting Type:	Annual
ISIN:	US65336K1034	Meeting Date:	6/11/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       I. MARTIN POMPADUR	Mgmt	Withheld	Against
	2       DENNIS A. MILLER	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, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NORSK HYDRO ASA, OSLO

Security:	R61115102	Agenda Number:	705153928
Ticker:		Meeting Type:	AGM
ISIN:	NO0005052605	Meeting Date:	5/7/2014

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 2013 FOR NORSK HYDRO ASA AND THE GROUP, INCLUDING DISTRIBUTION OF DIVIDEND: THE BOARD OF DIRECTORS PROPOSES A DIVIDEND OF NOK 0.75 PER SHARE	Mgmt	For	For
4	AUDITOR’S REMUNERATION: IT IS REQUESTED THAT THE FEE FOR AUDIT TO KPMG AS FOR NORSK HYDRO ASA FOR THE FINANCIAL YEAR 2013 OF NOK 9.151.000 IS APPROVED	Mgmt	For	For
5	STATEMENT ON CORPORATE GOVERNANCE IN ACCORDANCE WITH SECTION 3-3B OF THE NORWEGIAN ACCOUNTING ACT	Mgmt	For	For
6	GUIDELINES FOR REMUNERATION TO THE EXECUTIVE MANAGEMENT	Mgmt	For	For
7.i	UPDATE OF THE ARTICLES OF ASSOCIATION: SECTION 5	Mgmt	For	For
7.ii	UPDATE OF THE ARTICLES OF ASSOCIATION: SECTION 5A	Mgmt	For	For
7.iii	UPDATE OF THE ARTICLES OF ASSOCIATION: SECTION 7	Mgmt	For	For
7.iv	UPDATE OF THE ARTICLES OF ASSOCIATION: SECTION 9	Mgmt	For	For
8.i	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: LEIF TEKSUM	Mgmt	For	For
8.ii	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: IDAR KREUTZER	Mgmt	For	For
8.iii	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: STEN- ARTHUR SAELOR	Mgmt	For	For

8.iv	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: ANNE- MARGRETHE FIRING	Mgmt	For	For
8.v	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: TERJE VENOLD	Mgmt	For	For
8.vi	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: UNNI STEINSMO	Mgmt	For	For
8.vii	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: TOVE WANGENSTEN	Mgmt	For	For
8viii	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: ANNE KVERNELAND BOGSNES	Mgmt	For	For
8.ix	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: BIRGER SOLBERG	Mgmt	For	For
8.x	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: SUSANNE MUNCH THORE	Mgmt	For	For
8.xi	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: NILS BASTIANSEN	Mgmt	For	For
8.xii	ELECTION OF MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: SHAHZAD ABID	Mgmt	For	For
8xiii	ELECTION OF DEPUTY MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: JAN FREDRIK MELING	Mgmt	For	For

8.xiv	ELECTION OF DEPUTY MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: YLVA LINDBERG	Mgmt	For	For
8.xv	ELECTION OF DEPUTY MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: BERIT LEDEL HENRIKSEN	Mgmt	For	For
8.xvi	ELECTION OF DEPUTY MEMBER OF THE CORPORATE ASSEMBLY FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: JORUNN SAETRE	Mgmt	For	For
9.i	ELECTION OF MEMBER OF THE NOMINATION COMMITTEE FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: LEIF TEKSUM	Mgmt	For	For
9.ii	ELECTION OF MEMBER OF THE NOMINATION COMMITTEE FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: TERJE VENOLD	Mgmt	For	For
9.iii	ELECTION OF MEMBER OF THE NOMINATION COMMITTEE FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: METTE I. WIKBORG	Mgmt	For	For
9.iv	ELECTION OF MEMBER OF THE NOMINATION COMMITTEE FOR A PERIOD OF TWO YEARS UNTIL THE ANNUAL GENERAL MEETING IN 2016: SUSANNE MUNCH THORE	Mgmt	For	For
10.1	REMUNERATION FOR THE MEMBER OF THE CORPORATE ASSEMBLY: CHAIR, ANNUAL COMPENSATION OF NOK 100,900 (FROM NOK 98,000), IN ADDITION TO NOK 7,300 PER MEETING WHERE THE CHAIR IS PRESENT; AND DEPUTY CHAIR/MEMBER/DEPUTY MEMBER, NOK 7,300 PER MEETING WHERE THE RESPECTIVE MEMBER IS PRESENT (FROM NOK 7,100). THESE FEES WERE ADJUSTED MOST RECENTLY IN 2013	Mgmt	For	For
10.2	REMUNERATION FOR THE MEMBERS OF THE NOMINATION COMMITTEE: REMUNERATION PER MEETING: CHAIR, NOK 7,100 PER MEETING WHERE THE CHAIR IS PRESENT (FROM NOK 6,300); AND THE OTHER MEMBERS OF THE NOMINATION COMMITTEE, NOK 5,700 PER MEETING WHERE THE RESPECTIVE MEMBER IS PRESENT (FROM NOK 4,800). THESE FEES WERE ADJUSTED MOST RECENTLY IN 2013	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NOVOZYMES A/S, BAGSVAERD

Security:	K7317J133	Agenda Number:	704944075
Ticker:		Meeting Type:	AGM
ISIN:	DK0060336014	Meeting Date:	2/26/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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 SPLIT AND PARTIAL VOTING IS NOT AUTHORISED FOR A BENEFICIAL OWNER IN THE DANISH MARKET. PLEASE CONTACT YOUR GLOBAL CUSTODIAN FOR FURTHER INFORMATION.	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	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “6, 7, 8A, 8B, 8C, 8D AND 9”. THANK YOU.	Non-Voting
1	Annual reports to be prepared in English only with respect to the 2013 annual report and future annual reports	Mgmt	For	For
2	Report on the Company’s activities	Non-Voting
3	Approval of the Annual Report 2013	Mgmt	For	For
4	Distribution of profit: The Board of Directors proposes a dividend of DKK 2.50 per A/B share of DKK 2	Mgmt	For	For

5	Approval of remuneration of members of the Board	Mgmt	For	For
6	Re-election of Chairman: Henrik Gurtler	Mgmt	Abstain	Against
7	Election of Vice-Chairman: Agnete Raaschou- Nielsen	Mgmt	For	For
8a	Re-election of other board member: Lena Olving	Mgmt	For	For
8b	Re-election of other board member: Jorgen Buhl Rasmussen	Mgmt	For	For
8c	Re-election of other board member: Mathias Uhlen	Mgmt	For	For
8d	Election of other board member: Lars Green	Mgmt	For	For
9	Re-election of Company auditor: PricewaterhouseCoopers	Mgmt	Against	Against
10a	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Proposals from a shareholder (Kjeld Beyer), Notice convening the meeting including supplementary financial information	Shr	Against	For
10b	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Proposals from a shareholder (Kjeld Beyer), Meal	Shr	Against	For
11	Authorization to meeting chairperson	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

NUFARM LIMITED

Security:	Q7007B105	Agenda Number:	704809055
Ticker:		Meeting Type:	AGM
ISIN:	AU000000NUF3	Meeting Date:	12/5/2013

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 THE ABOVE MENTIONED PROPOSAL/S, 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	For	For
3.a	Re-election of Mr D G (Donald) McGauchie as a Director	Mgmt	For	For
3.b	Re-election of Mr Toshikazu Takasaki as a director	Mgmt	For	For
4	Issue of Performance Rights to Managing Director/CEO - Mr Doug Rathbone	Mgmt	For	For
5	Amendment to Constitution: Proportional Takeover Approval Provisions	Mgmt	For	For
6	Amendment to Constitution: Method of payment of dividends	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PALL CORPORATION

Security:	696429307	Agenda Number:	933890712
Ticker:	PLL	Meeting Type:	Annual
ISIN:	US6964293079	Meeting Date:	12/11/2013

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
02	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For
03	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.

Security:	H6169Q108	Agenda Number:	933971853
Ticker:	PNR	Meeting Type:	Annual
ISIN:	CH0193880173	Meeting Date:	5/20/2014

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

1B.	ELECTION OF DIRECTOR: JERRY W. BURRIS	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: CAROL ANTHONY (JOHN) DAVIDSON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: T. MICHAEL GLENN	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: DAVID H.Y. HO	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: RANDALL J. HOGAN	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: DAVID A. JONES	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: RONALD L. MERRIMAN	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: WILLIAM T. MONAHAN	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: BILLIE I. WILLIAMSON	Mgmt	For	For
2.	TO ELECT RANDALL J. HOGAN AS THE CHAIRMAN OF THE BOARD OF DIRECTORS	Mgmt	For	For
3A.	TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: DAVID A. JONES	Mgmt	For	For
3B.	TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: GLYNIS A. BRYAN	Mgmt	For	For
3C.	TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: T. MICHAEL GLENN	Mgmt	For	For
3D.	TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: WILLIAM T. MONAHAN	Mgmt	For	For

4.	TO ELECT PROXY VOTING SERVICES GMBH AS THE INDEPENDENT PROXY	Mgmt	For	For
5.	TO APPROVE THE 2013 ANNUAL REPORT OF PENTAIR LTD., THE STATUTORY FINANCIAL STATEMENTS OF PENTAIR LTD. FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE CONSOLIDATED FINANCIAL STATEMENTS OF PENTAIR LTD. FOR THE YEAR ENDED DECEMBER 31, 2013	Mgmt	For	For
6.	TO DISCHARGE THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF PENTAIR LTD. FROM LIABILITY FOR THE YEAR ENDED DECEMBER 31, 2013	Mgmt	For	For
7A.	TO RE-ELECT DELOITTE AG AS STATUTORY AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING	Mgmt	For	For
7B.	TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014	Mgmt	For	For
7C.	TO ELECT PRICEWATERHOUSECOOPERS AG AS SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING	Mgmt	For	For
8A.	TO APPROVE THE APPROPRIATION OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 2013 AS PROPOSED BY THE BOARD OF DIRECTORS	Mgmt	For	For
8B.	TO APPROVE THE CONVERSION AND APPROPRIATION OF RESERVES FROM CAPITAL CONTRIBUTIONS TO DISTRIBUTE AN ORDINARY CASH DIVIDEND AS PROPOSED BY THE BOARD OF DIRECTORS	Mgmt	For	For
9.	TO APPROVE BY ADVISORY VOTE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT	Mgmt	For	For
10.	TO APPROVE THE RENEWAL OF THE AUTHORIZED CAPITAL OF PENTAIR LTD.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PENTAIR LTD.

Security:	H6169Q111	Agenda Number:	933971865
Ticker:		Meeting Type:	Annual
ISIN:		Meeting Date:	5/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE THE MERGER AGREEMENT BY AND BETWEEN PENTAIR LTD. AND PENTAIR PLC.	Mgmt	For	For
2.	TO APPROVE THE VOTING CAP ELIMINATION PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For
3.	TO APPROVE THE RESERVES PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

PLUM CREEK TIMBER COMPANY, INC.

Security:	729251108	Agenda Number:	933952548
Ticker:	PCL	Meeting Type:	Annual
ISIN:	US7292511083	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: RICK R. HOLLEY	Mgmt	For	For
1B	ELECTION OF DIRECTOR: ROBIN JOSEPHS	Mgmt	For	For
1C	ELECTION OF DIRECTOR: SARA GROOTWASSINK LEWIS	Mgmt	For	For
1D	ELECTION OF DIRECTOR: JOHN G. MCDONALD	Mgmt	For	For
1E	ELECTION OF DIRECTOR: ROBERT B. MCLEOD	Mgmt	For	For
1F	ELECTION OF DIRECTOR: JOHN F. MORGAN SR.	Mgmt	For	For
1G	ELECTION OF DIRECTOR: MARC F. RACICOT	Mgmt	For	For
1H	ELECTION OF DIRECTOR: LAWRENCE A. SELZER	Mgmt	For	For
1I	ELECTION OF DIRECTOR: STEPHEN C. TOBIAS	Mgmt	For	For

1J	ELECTION OF DIRECTOR: MARTIN A. WHITE	Mgmt	For	For
2	TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION.	Mgmt	Against	Against
3	TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

POLYPORE INTERNATIONAL INC.

Security:	73179V103	Agenda Number:	933980383
Ticker:	PPO	Meeting Type:	Annual
ISIN:	US73179V1035	Meeting Date:	5/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       MICHAEL GRAFF	Mgmt	Withheld	Against
	2       CHRISTOPHER J. KEARNEY	Mgmt	Withheld	Against
2.	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014	Mgmt	For	For
3.	APPROVAL OF THE AMENDED AND RESTATED POLYPORE INTERNATIONAL, INC. 2007 STOCK INCENTIVE PLAN	Mgmt	Against	Against
4.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

POTASH CORPORATION OF SASKATCHEWAN INC.

Security:	73755L107	Agenda Number:	933945377
Ticker:	POT	Meeting Type:	Annual and Special
ISIN:	CA73755L1076	Meeting Date:	5/15/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR
	1       C.M. BURLEY	Mgmt	For	For
	2       D.G. CHYNOWETH	Mgmt	For	For
	3       W.J. DOYLE	Mgmt	For	For

	4       J.W. ESTEY	Mgmt	For	For
	5       G.W. GRANDEY	Mgmt	For	For
	6       C.S. HOFFMAN	Mgmt	For	For
	7       D.J. HOWE	Mgmt	For	For
	8       A.D. LABERGE	Mgmt	For	For
	9       C.E. MADERE	Mgmt	For	For
	10     K.G. MARTELL	Mgmt	For	For
	11     J.J. MCCAIG	Mgmt	For	For
	12     M. MOGFORD	Mgmt	For	For
	13     E. VIYELLA DE PALIZA	Mgmt	Withheld	Against
02	THE APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE CORPORATION.	Mgmt	For	For
03	THE RESOLUTION (ATTACHED AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR) APPROVING THE ADOPTION OF A NEW PERFORMANCE OPTION PLAN, THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX C TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	For	For
04	THE ADVISORY RESOLUTION ACCEPTING THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

POTLATCH CORPORATION

Security:	737630103	Agenda Number:	933951798
Ticker:	PCH	Meeting Type:	Annual
ISIN:	US7376301039	Meeting Date:	5/5/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: JOHN S. MOODY	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: LAWRENCE S. PEIROS	Mgmt	For	For

2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2014.	Mgmt	For	For
3.	APPROVAL OF 2014 LONG-TERM INCENTIVE PLAN.	Mgmt	For	For
4.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

RANGE RESOURCES CORPORATION

Security:	75281A109	Agenda Number:	933965456
Ticker:	RRC	Meeting Type:	Annual
ISIN:	US75281A1097	Meeting Date:	5/20/2014

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	For	For
3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	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

REALOGY HOLDINGS CORP.

Security:	75605Y106	Agenda Number:	933941571
Ticker:	RLGY	Meeting Type:	Annual
ISIN:	US75605Y1064	Meeting Date:	5/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JESSICA M. BIBLIOWICZ	Mgmt	For	For
	2       FIONA P. DIAS	Mgmt	For	For
2.	APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REALOGY HOLDINGS TO ELIMINATE THE CLASSIFIED BOARD STRUCTURE.	Mgmt	For	For
3.	APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REALOGY HOLDINGS TO ELIMINATE PROVISIONS RELATED TO APOLLO.	Mgmt	For	For
4.	ADVISORY VOTE TO APPROVE REALOGY HOLDINGS EXECUTIVE COMPENSATION PROGRAM.	Mgmt	For	For
5.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security:	806857108	Agenda Number:	933927040
Ticker:	SLB	Meeting Type:	Annual
ISIN:	AN8068571086	Meeting Date:	4/9/2014

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	For	For
1C.	ELECTION OF DIRECTOR: K. VAMAN KAMATH	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: MAUREEN KEMPSTON DARKES	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: PAAL KIBSGAARD	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV	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: LEO 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 2013 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS.	Mgmt	For	For
4.	TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SCHNEIDER ELECTRIC SA, RUEIL MALMAISON

Security:	F86921107	Agenda Number:	705169351
Ticker:		Meeting Type:	MIX
ISIN:	FR0000121972	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO THE MID 289344 DUE TO ADDITION OF RESOLUTION O.23. 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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	17 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0416/2014041614011 72.pdf, http://www.journal- officiel.gouv.fr//pdf/2014/0416/201404161401 173.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0305/201403051400 512.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 317432 PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting
O.1	APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.2	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.3	ALLOCATION OF INCOME FOR THE FINANCIAL YEAR, AMOUNT TAKEN OUT FROM THE SHARE PREMIUMS AND SETTING THE DIVIDEND OF EUR 1.87 PER SHARE	Mgmt	For	For

O.4	APPROVAL OF THE REGULATED AGREEMENTS ENTERED INTO DURING 2013-COMPENSATION OF THE VICE- CHAIRMAN AND SENIOR DIRECTOR, AMENDMENTS TO ARTICLE 39 AND CHANGE IN NON-COMPETITION COMMITMENTS OF EXECUTIVE MANAGERS WHO ARE NOT CORPORATE OFFICERS-INFORMATION ON THE AGREEMENTS AND COMMITMENTS MADE DURING PREVIOUS FINANCIAL YEARS	Mgmt	For	For
O.5	APPROVAL OF THE REGULATED AGREEMENTS AND COMMITMENTS REGARDING THE STATUS OF MR. JEAN- PASCAL TRICOIRE	Mgmt	For	For
O.6	APPROVAL OF THE REGULATED AGREEMENTS AND COMMITMENTS REGARDING THE STATUS OF MR. EMMANUEL BABEAU	Mgmt	For	For
O.7	REVIEWING THE ELEMENTS OF COMPENSATION OWED OR PAID TO MR. JEAN-PASCAL TRICOIRE FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.8	REVIEWING THE ELEMENTS OF COMPENSATION OWED OR PAID TO MR. EMMANUEL BABEAU FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.9	APPOINTMENT OF MRS. LINDA KNOLL AS BOARD MEMBER	Mgmt	For	For
O.10	RENEWAL OF TERM OF MR. NOEL FORGEARD AS BOARD MEMBER	Mgmt	For	For
O.11	RENEWAL OF TERM OF MR. WILLY KISSLING AS BOARD MEMBER	Mgmt	For	For
O.12	RENEWAL OF TERM OF MRS. CATHY KOPP AS BOARD MEMBER	Mgmt	For	For
O.13	RENEWAL OF TERM OF MR. HENRI LACHMANN AS BOARD MEMBER	Mgmt	For	For
O.14	RENEWAL OF TERM OF MR. RICHARD THOMAN AS BOARD MEMBER	Mgmt	For	For
O.15	RATIFICATION OF THE COOPTATION AND APPOINTMENT OF MR. JEONG KIM AS BOARD MEMBER	Mgmt	For	For

O.16	AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY-MAXIMUM PURCHASE PRICE OF EUROS 80 PER SHARE	Mgmt	For	For
E.17	APPROVAL OF THE TRANSFORMATION OF THE LEGAL FORM OF THE COMPANY BY ADOPTING THE FORM OF A EUROPEAN COMPANY “SOCIETAS EUROPAEA”; APPROVAL OF THE TERMS OF THE PROPOSED TRANSFORMATION AND ACKNOWLEDGEMENT OF THE UNCHANGED BOARD OF DIRECTORS, STATUTORY AUDITORS AND AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING	Mgmt	For	For
E.18	APPROVAL OF THE LEGAL NAME OF THE COMPANY IN ITS NEW FORM AS A EUROPEAN COMPANY - SCHNEIDER ELECTRIC SE	Mgmt	For	For
E.19	APPROVAL OF THE AMENDMENTS TO ARTICLES 1 AND 3 OF BYLAWS OF THE COMPANY AS A EUROPEAN COMPANY	Mgmt	For	For
E.20	DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN UP TO 2% OF THE SHARE CAPITAL WITH THE CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS	Mgmt	For	For
E.21	DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED FOR A CATEGORY OF BENEFICIARIES: EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP, EITHER DIRECTLY OR THROUGH ENTITIES ACTING ON THEIR BEHALF OR ENTITIES OFFERING EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP SIMILAR BENEFITS AS THOSE OFFERED TO MEMBERS OF THE COMPANY SAVINGS PLAN UP TO 1% OF THE SHARE CAPITAL WITH THE CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS	Mgmt	For	For
O.22	POWERS TO CARRY OUT ALL LEGAL FORMALITIES	Mgmt	For	For
O.23	APPOINTMENT OF MRS.LONE FONSS SCHRODER AS BOARD MEMBER	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SGS SA, GENEVE

Security:	H7484G106	Agenda Number:	704978444
Ticker:		Meeting Type:	AGM
ISIN:	CH0002497458	Meeting Date:	3/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 284371 DUE TO SPLITTING OF RESOLUTION “5” INTO 5A AND 5B. 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	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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE.	Non-Voting
1	Approval of the 2013 annual report, SGS SA’s and SGS Group’s financial statements	Mgmt	For	For
2	Approval of the 2013 Group report on remuneration (advisory Vote)	Mgmt	Against	Against
3	Release of the Board of Directors and of the Management	Mgmt	For	For
4	Appropriation of profits of SGS SA, declaration of a dividend of CHF 65.- per share	Mgmt	For	For
5.A	Adoption of/Amendment to certain provisions of the Articles of Association: Articles 6, 6bis, 6ter, 9(2), 13(3), 15, 16(4) et/and (7), 18(1) et/and (3), 19(1), 20, 21(4) and 27(1)	Mgmt	For	For
5.B	Removal of Article 16(4) of the Articles of Association (special majority requirement for the adoption of certain resolutions at the General Meeting of Shareholders)	Mgmt	For	For
6.1	Election to the Board of Director: M. Sergio Marchionne	Mgmt	Against	Against

6.2	Election to the Board of Director: M. Paul Desmarais, Jr.	Mgmt	Against	Against
6.3	Election to the Board of Director: M. August von Finck	Mgmt	For	For
6.4	Election to the Board of Director: M. August Francois von Finck	Mgmt	For	For
6.5	Election to the Board of Director: M. Ian Gallienne	Mgmt	Against	Against
6.6	Election to the Board of Director: M. Cornelius Grupp	Mgmt	For	For
6.7	Election to the Board of Director: M. Peter Kalantzis	Mgmt	Against	Against
6.8	Election to the Board of Director: M. Gerard Lamarche	Mgmt	Against	Against
6.9	Election to the Board of Director: M. Shelby R. du Pasquier	Mgmt	For	For
6A	Election of Mr. Sergio Marchionne as chairman of the Board of Directors	Mgmt	Against	Against
6B.1	Election of the member of the nomination and remuneration committee: M. August von Finck	Mgmt	For	For
6B.2	Election of the member of the nomination and remuneration committee: M. Ian Gallienne	Mgmt	Against	Against
6B.3	Election of the member of the nomination and remuneration committee: M. Shelby R. du Pasquier	Mgmt	For	For
7	Election of Deloitte SA as Auditors	Mgmt	For	For
8	Election of the Independent Proxy (Jeandin & Defacqz, Geneva)	Mgmt	For	For

9	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	For	For
CMMT	26 FEB 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO THE TEXT OF RESOLUTION 5A. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 285425 PLEASE DO NOT REVOTE ON THIS MEETING UNLESS YOU DECIDE TO AMEND YOUR INSTRUCTIONS.	Non-Voting

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SINCLAIR BROADCAST GROUP, INC.

Security:	829226109	Agenda Number:	933989747
Ticker:	SBGI	Meeting Type:	Annual
ISIN:	US8292261091	Meeting Date:	6/5/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       DAVID D. SMITH	Mgmt	For	For
	2       FREDERICK G. SMITH	Mgmt	For	For
	3       J. DUNCAN SMITH	Mgmt	For	For
	4       ROBERT E. SMITH	Mgmt	For	For
	5       LAWRENCE E. MCCANNA	Mgmt	For	For
	6       DANIEL C. KEITH	Mgmt	For	For
	7       MARTIN R. LEADER	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	NON-BINDING ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.

Security:	833635105	Agenda Number:	933969125
Ticker:	SQM	Meeting Type:	Annual
ISIN:	US8336351056	Meeting Date:	4/25/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	SQM’S BALANCE SHEET, FINANCIAL STATEMENTS, ANNUAL REPORT, ACCOUNT INSPECTORS’ REPORT, AND EXTERNAL AUDITORS’ REPORT FOR THE BUSINESS YEAR ENDED DECEMBER 31, 2013.	Mgmt	For
2.	APPOINTMENT OF THE EXTERNAL AUDITING COMPANY AND ACCOUNT INSPECTORS FOR THE BUSINESS YEAR 2014.	Mgmt	For
3.	OPERATIONS REFERRED TO UNDER TITLE XVI OF LAW 18,046.	Mgmt	No Action
4.	INVESTMENT AND FINANCE POLICIES.	Mgmt	For
5.	NET INCOME FOR BUSINESS YEAR 2013, DISTRIBUTION OF DEFINITIVE DIVIDEND AND FUTURE DIVIDEND POLICY.	Mgmt	For
6.	BOARD OF DIRECTORS’ EXPENDITURES DURING THE BUSINESS YEAR 2013.	Mgmt	No Action
7.	DIRECTORS’ SALARIES.	Mgmt	Abstain
8.	MATTERS IN RELATION WITH THE DIRECTORS COMMITTEE, WITH THE AUDIT COMMITTEE AND WITH THE HEALTH, SAFETY AND ENVIRONMENTAL COMMITTEE.	Mgmt	Abstain
9.	OTHER CORRESPONDING MATTERS IN COMPLIANCE WITH THE PERTINENT PROVISIONS.	Mgmt	Abstain

Manning & Napier Fund, Inc. Inflation Focus Equity Series

STILLWATER MINING COMPANY

Security:	86074Q102	Agenda Number:	933958730
Ticker:	SWC	Meeting Type:	Annual
ISIN:	US86074Q1022	Meeting Date:	4/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       BRIAN SCHWEITZER	Mgmt	For	For
	2       MICHAEL MCMULLEN	Mgmt	For	For
	3       PATRICE E. MERRIN	Mgmt	For	For

	4       MICHAEL S. PARRETT	Mgmt	For	For
	5       CHARLES ENGLES	Mgmt	For	For
	6       GEORGE M. BEE	Mgmt	For	For
	7       GARY A. SUGAR	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3.	AN ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

STRATASYS LTD

Security:	M85548101	Agenda Number:	933869298
Ticker:	SSYS	Meeting Type:	Special
ISIN:	IL0011267213	Meeting Date:	9/12/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE A COMPENSATION POLICY FOR THE COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS, IN ACCORDANCE WITH THE REQUIREMENTS OF THE ISRAELI COMPANIES LAW, 5759-1999.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

SYNGENTA AG, BASEL

Security:	H84140112	Agenda Number:	705061593
Ticker:		Meeting Type:	AGM
ISIN:	CH0011037469	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 296871 DUE TO ADDITION OF RESOLUTION 11. 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	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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting
1.1	Approval of the Annual Report, including the Annual Financial Statements and the Group Consolidated Financial Statements for the year 2013	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	Reduction of share capital by cancellation of repurchased shares	Mgmt	For	For
4	Appropriation of the available earnings as per Balance Sheet 2013 and dividend decision: a gross dividend of CHF 10.00 per share for the business year 2013	Mgmt	For	For
5	Revision of the Articles of Incorporation: Article 95 paragraph 3 of the Federal Constitution	Mgmt	For	For
6.1	Re-election of Vinita Bali to the Board of Directors	Mgmt	For	For
6.2	Re-election of Stefan Borgas to the Board of Directors	Mgmt	For	For
6.3	Re-election of Gunnar Brock to the Board of Directors	Mgmt	For	For

6.4	Re-election of Michel Demare to the Board of Directors	Mgmt	For	For
6.5	Re-election of Eleni Gabre-Madhin to the Board of Directors	Mgmt	For	For
6.6	Re-election of David Lawrence to the Board of Directors	Mgmt	For	For
6.7	Re-election of Michael Mack to the Board of Directors	Mgmt	For	For
6.8	Re-election of Eveline Saupper to the Board of Directors	Mgmt	For	For
6.9	Re-election of Jacques Vincent to the Board of Directors	Mgmt	For	For
6.10	Re-election of Jurg Witmer to the Board of Directors	Mgmt	For	For
7	Election of Michel Demare as Chairman of the Board of Directors	Mgmt	For	For
8.1	Election of Eveline Saupper as member of the Compensation Committee	Mgmt	For	For
8.2	Election of Jacques Vincent as member of the Compensation Committee	Mgmt	For	For
8.3	Election of Jurg Witmer as member of the Compensation Committee	Mgmt	For	For
9	Election of the Independent Proxy: Prof. Dr. Lukas Handschin	Mgmt	For	For
10	Election of the external auditor: KPMG AG as external Auditor of Syngenta AG	Mgmt	For	For
11	Ad hoc	Mgmt	Against	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

TALISMAN ENERGY INC.

Security:	87425E103	Agenda Number:	933948246
Ticker:	TLM	Meeting Type:	Annual
ISIN:	CA87425E1034	Meeting Date:	5/7/2014

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       JONATHAN CHRISTODORO	Mgmt	For	For
	4       THOMAS W. EBBERN	Mgmt	For	For
	5       HAROLD N. KVISLE	Mgmt	For	For
	6       BRIAN M. LEVITT	Mgmt	For	For
	7       SAMUEL J. MERKSAMER	Mgmt	For	For
	8       LISA A. STEWART	Mgmt	For	For
	9       HENRY W. SYKES	Mgmt	For	For
	10     PETER W. TOMSETT	Mgmt	For	For
	11     MICHAEL T. WAITES	Mgmt	For	For
	12     CHARLES R. WILLIAMSON	Mgmt	For	For
	13     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 CONFIRMING BY-LAW 2 OF THE COMPANY. PLEASE READ THE RESOLUTION IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	For	For
04	A RESOLUTION RECONFIRMING THE COMPANY’S SHAREHOLDER RIGHTS PLAN. PLEASE READ THE RESOLUTION IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Mgmt	For	For
05	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
06	THE SHAREHOLDER PROPOSAL. PLEASE READ THE PROPOSAL IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.	Shr	For	Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

THE MOSAIC COMPANY

Security:	61945C103	Agenda Number:	933958019
Ticker:	MOS	Meeting Type:	Annual
ISIN:	US61945C1036	Meeting Date:	5/15/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF AN AMENDMENT TO MOSAIC’S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.	Mgmt	For	For
2A.	ELECTION OF A DIRECTOR FOR A TERM EXPIRING IN 2015: DENISE C. JOHNSON	Mgmt	For	For
2B.	ELECTION OF A DIRECTOR FOR A TERM EXPIRING IN 2015: NANCY E. COOPER (TERM EXPIRES IN 2017 IF PROPOSAL 1 IS REJECTED)	Mgmt	For	For
2C.	ELECTION OF A DIRECTOR FOR A TERM EXPIRING IN 2015: JAMES L. POPOWICH (TERM EXPIRES IN 2017 IF PROPOSAL 1 IS REJECTED)	Mgmt	For	For
2D.	ELECTION OF A DIRECTOR FOR A TERM EXPIRING IN 2015: JAMES T. PROKOPANKO (TERM EXPIRES IN 2017 IF PROPOSAL 1 IS REJECTED)	Mgmt	For	For
2E.	ELECTION OF A DIRECTOR FOR A TERM EXPIRING IN 2015: STEVEN M. SEIBERT (TERM EXPIRES IN 2017 IF PROPOSAL 1 IS REJECTED)	Mgmt	For	For
3.	APPROVAL OF THE MOSAIC COMPANY 2014 STOCK AND INCENTIVE PLAN, AS RECOMMENDED BY THE BOARD OF DIRECTORS.	Mgmt	For	For
4.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT OUR FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2014 AND THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2014.	Mgmt	For	For
5.	A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON- PAY”).	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

UMICORE SA, BRUXELLES

Security:	B95505168	Agenda Number:	705090734
Ticker:		Meeting Type:	MIX
ISIN:	BE0003884047	Meeting Date:	4/29/2014

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.2	APPROVING THE REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2013	Mgmt	For	For
O.3	APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2013 INCLUDING THE PROPOSED ALLOCATION OF THE RESULT INCLUDING THE PAYMENT OF A GROSS DIVIDEND OF EUR 1.00 PER SHARE	Mgmt	For	For
O.5	GRANTING DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR MANDATE DURING THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.6	GRANTING DISCHARGE TO THE STATUTORY AUDITOR FOR THE PERFORMANCE OF ITS MANDATE DURING THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.7.1	RE-ELECTING MRS INES KOLMSEE AS INDEPENDENT DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING AT THE END OF THE 2017 ORDINARY SHAREHOLDERS’ MEETING	Mgmt	For	For
O.7.2	RE-ELECTING MR UWE-ERNST BUFE AS DIRECTOR FOR A PERIOD OF ONE YEAR EXPIRING AT THE END OF THE 2015 ORDINARY SHAREHOLDERS’ MEETING	Mgmt	For	For

O.7.3	RE-ELECTING MR ARNOUD DE PRET AS DIRECTOR FOR A PERIOD OF ONE YEAR EXPIRING AT THE END OF THE 2015 ORDINARY SHAREHOLDERS’ MEETING	Mgmt	For	For
O.7.4	RE-ELECTING MR JONATHAN OPPENHEIMER AS DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING AT THE END OF THE 2017 ORDINARY SHAREHOLDERS’ MEETING	Mgmt	For	For
O.7.5	APPROVING THE BOARD MEMBERS’ REMUNERATION PROPOSED FOR THE FINANCIAL YEAR 2014 CONSISTING OF: AT THE LEVEL OF THE BOARD OF DIRECTORS: (1) A FIXED FEE OF EUR 40,000 FOR THE CHAIRMAN AND EUR 20,000 FOR EACH NON-EXECUTIVE DIRECTOR, (2) A FEE PER ATTENDED MEETING OF EUR 5,000 FOR THE CHAIRMAN AND EUR 2,500 FOR EACH NON-EXECUTIVE DIRECTOR, AND (3) BY WAY OF ADDITIONAL FIXED REMUNERATION, A GRANT OF 1,000 UMICORE SHARES TO THE CHAIRMAN AND 500 UMICORE SHARES TO EACH NON-EXECUTIVE DIRECTOR; AT THE LEVEL OF THE AUDIT COMMITTEE: (1) A FIXED FEE OF EUR 10,000 FOR THE CHAIRMAN OF THE COMMITTEE AND EUR 5,000 FOR EACH OTHER MEMBER, AND (2) A FEE PER ATTENDED MEETING OF EUR 5,000 FOR THE CHAIRMAN AND EUR 3,000 FOR EACH OTHER MEMBER; AT THE LEVEL OF THE NOMINATION & REMUNERATION COMMITTEE: A FEE PER ATTENDED MEETING OF EUR 5,000 FOR CONTD	Mgmt	For	For
CONT	CONTD THE CHAIRMAN OF THE COMMITTEE AND EUR 3,000 FOR EACH OTHER MEMBER	Non-Voting
O.8.1	RE-ELECTION OF THE STATUTORY AUDITOR AND REMUNERATION: ON MOTION BY THE BOARD OF DIRECTORS, ACTING UPON RECOMMENDATION OF THE AUDIT COMMITTEE AND UPON NOMINATION BY THE WORKS’ COUNCIL, THE SHAREHOLDERS’ MEETING RESOLVES TO RENEW THE MANDATE OF THE STATUTORY AUDITOR, PRICEWATERHOUSECOOPERS BCVBA/SCCRL, WITH REGISTERED OFFICE AT 1932 SINT-STEVENS-WOLUWE, WOLUWE GARDEN, WOLUWEDAL 18, WHICH EXPIRES TODAY, FOR A DURATION OF THREE YEARS, UP TO AND INCLUDING THE ORDINARY SHAREHOLDERS’ MEETING OF 2017. THE STATUTORY AUDITOR WILL BE REPRESENTED BY THE BVBA/SPRL MARC DAELMAN, REPRESENTED BY MR MARC DAELMAN AND IS ENTRUSTED WITH THE AUDIT OF THE STATUTORY AND THE CONSOLIDATED ANNUAL ACCOUNTS	Mgmt	For	For
O.8.2	RE-ELECTION OF THE STATUTORY AUDITOR AND REMUNERATION: THE SHAREHOLDERS’ MEETING RESOLVES TO FIX THE ANNUAL REMUNERATION OF THE STATUTORY AUDITOR FOR THE FINANCIAL YEARS 2014 THROUGH 2016 AT EUR 484,750. THIS AMOUNT WILL BE INDEXED EACH YEAR BASED ON THE EVOLUTION OF THE CONSUMER PRICE INDEX (HEALTH INDEX)	Mgmt	For	For

S.1 APPROVAL OF CHANGE OF CONTROL PROVISIONS: APPROVING, IN ACCORDANCE WITH ARTICLE 556 OF THE COMPANIES CODE, CLAUSE 7.2 OF THE REVOLVING FACILITY AGREEMENT DATED 16 SEPTEMBER 2013 BETWEEN UMICORE (AS BORROWER) AND SEVERAL FINANCIAL INSTITUTIONS (AS LENDERS), WHICH EXEMPTS THE LENDERS FROM FURTHER FUNDING (EXCEPT UNDER ROLLOVER LOANS) AND ALSO, UNDER CERTAIN CONDITIONS, ENTITLES THEM TO CANCEL THEIR COMMITMENT UNDER SAID AGREEMENT, CAUSING THEIR PARTICIPATION IN ALL AMOUNTS (OUTSTANDING LOANS, ACCRUED INTERESTS AND ANY OTHER AMOUNTS) TO BE IMMEDIATELY DUE AND PAYABLE, IN THE EVENT THAT ANY PERSON OR GROUP OF PERSONS ACTING IN CONCERT GAIN(S) CONTROL OVER UMICORE Mgmt Against Against

Manning & Napier Fund, Inc. Inflation Focus Equity Series

UNION PACIFIC CORPORATION

Security:	907818108	Agenda Number:	933969012
Ticker:	UNP	Meeting Type:	Annual
ISIN:	US9078181081	Meeting Date:	5/15/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: A.H. CARD, JR.	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: E.B. DAVIS, JR.	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: D.B. DILLON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: J.R. HOPE	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: J.J. KORALESKI	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: C.C. KRULAK	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: M.R. MCCARTHY	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: M.W. MCCONNELL	Mgmt	For	For

1I.	ELECTION OF DIRECTOR: T.F. MCLARTY III	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: S.R. ROGEL	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: J.H. VILLARREAL	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For
3.	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”).	Mgmt	For	For
4.	AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.	Mgmt	For	For
5.	SHAREHOLDER PROPOSAL REGARDING EXECUTIVES TO RETAIN SIGNIFICANT STOCK IF PROPERLY PRESENTED AT THE ANNUAL MEETING.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

VISA INC.

Security:	92826C839	Agenda Number:	933909066
Ticker:	V	Meeting Type:	Annual
ISIN:	US92826C8394	Meeting Date:	1/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: MARY B. CRANSTON	Mgmt	Against	Against
1B.	ELECTION OF DIRECTOR: FRANCISCO JAVIER FERNANDEZ-CARBAJAL	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: ALFRED F. KELLY, JR.	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT	Mgmt	For	For

1E.	ELECTION OF DIRECTOR: CATHY E. MINEHAN	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: DAVID J. PANG	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: CHARLES W. SCHARF	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: JOHN A.C. SWAINSON	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR.	Mgmt	For	For
2.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
3.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WESTPORT INNOVATIONS INC.

Security:	960908309	Agenda Number:	933940442
Ticker:	WPRT	Meeting Type:	Annual and Special
ISIN:	CA9609083097	Meeting Date:	4/24/2014

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       BRENDA J. EPRILE	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       GOTTFRIED (GUFF) MUENCH	Mgmt	For	For
02	APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Mgmt	For	For
03	TO APPROVE BY-LAW NO.1 OF WESTPORT INNOVATIONS INC. (“WESTPORT”) AS AMENDED AND RE- STATED ON OCTOBER 25, 2013 IN THE MANNER AND FORM DESCRIBED IN THE INFORMATION CIRCULAR DATED MARCH 5, 2014 IN RESPECT OF THE MEETING.	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WEYERHAEUSER COMPANY

Security:	962166104	Agenda Number:	933931203
Ticker:	WY	Meeting Type:	Annual
ISIN:	US9621661043	Meeting Date:	4/10/2014

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: MARK A. EMMERT	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: JOHN I. KIECKHEFER	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: WAYNE W. MURDY	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: NICOLE W. PIASECKI	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: DOYLE R. SIMONS	Mgmt	For	For

1G.	ELECTION OF DIRECTOR: RICHARD H. SINKFIELD	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: D. MICHAEL STEUERT	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: KIM WILLIAMS	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON	Mgmt	For	For
2.	APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION	Mgmt	For	For
3.	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Mgmt	For	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

WHOLE FOODS MARKET, INC.

Security:	966837106	Agenda Number:	933915300
Ticker:	WFM	Meeting Type:	Annual
ISIN:	US9668371068	Meeting Date:	2/24/2014

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	Withheld	Against
2.	ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 2014.	Mgmt	For	For
4.	SHAREHOLDER PROPOSAL REGARDING A POLICY RELATED TO THE RECOVERY OF UNEARNED MANAGEMENT BONUSES.	Shr	Against	For
5.	SHAREHOLDER PROPOSAL RELATED TO CONFIDENTIAL VOTING.	Shr	Against	For

Manning & Napier Fund, Inc. Inflation Focus Equity Series

XYLEM INC.

Security:	98419M100	Agenda Number:	933943981
Ticker:	XYL	Meeting Type:	Annual
ISIN:	US98419M1009	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: STEN E. JAKOBSSON	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: STEVEN R. LORANGER	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: EDWARD J. LUDWIG	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: JEROME A. PERIBERE	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3.	TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
4.	THE APPROVAL OF THE PERFORMANCE- BASED PROVISIONS OF THE 2011 OMNIBUS INCENTIVE PLAN.	Mgmt	For	For

5.	THE APPROVAL OF THE PERFORMANCE- BASED PROVISIONS OF THE XYLEM ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS.	Mgmt	For	For
6.	PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION TO ALLOW SHAREOWNERS TO CALL A SPECIAL MEETING.	Mgmt	For	For
7.	TO VOTE ON A SHAREOWNER PROPOSAL TITLED “EXECUTIVES TO RETAIN SIGNIFICANT STOCK”.	Shr	Against	For

Manning & Napier Fund, Inc. International Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 369

Manning & Napier Fund, Inc. International Series

AAREAL BANK AG, WIESBADEN

Security:	D00379111	Agenda Number:	705141517
Ticker:		Meeting Type:	AGM
ISIN:	DE0005408116	Meeting Date:	5/21/2014

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 APR 2014, 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 06 MAY 2014. 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 (INCLUDING DISCLOSURES 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 2013 FINANCIAL YEAR	Non-Voting

2.	PASSING OF A RESOLUTION ON THE APPROPRIATION OF NET RETAINED PROFIT FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
3.	PASSING OF A RESOLUTION ON THE FORMAL APPROVAL OF THE MEMBERS OF THE MANAGEMENT BOARD FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
4.	PASSING OF A RESOLUTION ON THE FORMAL APPROVAL OF THE MEMBERS OF THE SUPERVISORY BOARD FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
5.	PASSING OF A RESOLUTION ON APPOINTMENT OF THE EXTERNAL AUDITORS: PRICEWATERHOUSECOOPERS AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAF T, FRANKFURT/MAIN	Mgmt	For	For
6.	PASSING OF A RESOLUTION ON THE CANCELLATION OF THE EXISTING AUTHORISATION TO ISSUE CONVERTIBLE BONDS AND ON GRANTING THE MANAGEMENT BOARD AUTHORISATION TO ISSUE PROFIT PARTICIPATION RIGHTS WITH OR WITHOUT CONVERSION RIGHTS AND WITH THE OPTION OF EXCLUDING SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHTS, ON THE CREATION OF CONDITIONAL CAPITAL AND ON AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION	Mgmt	For	For
7.	PASSING OF A RESOLUTION ON APPROVAL OF THE SYSTEM OF MANAGEMENT BOARD REMUNERATION	Mgmt	Against	Against
8.	PASSING OF A RESOLUTION ON THE INCREASE IN VARIABLE REMUNERATION IN ACCORDANCE WITH SECTION 25A (5) OF THE GERMAN BANKING ACT (KWG)	Mgmt	For	For
9.	PASSING OF A RESOLUTION ON AMENDMENT OF THE REMUNERATION OF A SUPERVISORY BOARD COMMITTEE AND ON AMENDMENT OF ARTICLE 9 (5) OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION	Mgmt	For	For
10.	PASSING OF A RESOLUTION ON ADMISSION OF A NON-CASH DIVIDEND AND ON ADDITION OF A NEW ARTICLE (20) TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION	Mgmt	For	For
11.	PASSING OF A RESOLUTION REGARDING APPROVAL OF THE CONCLUSION OF NEW AMENDMENT AGREEMENTS TO THE EXISTING CONTROL AND PROFIT TRANSFER AGREEMENTS	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AGGREKO PLC, GLASGOW

Security:	G0116S169	Agenda Number:	705039611
Ticker:		Meeting Type:	OGM
ISIN:	GB00B4WQ2Z29	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of sub-division of Existing Ordinary Shares, consolidation and division of Intermediate Ordinary Shares, adoption of New Articles and the purchase by the Company of B Shares (each as defined in the circular to shareholders dated 14 March 2014)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AGGREKO PLC, GLASGOW

Security:	G0116S169	Agenda Number:	705056364
Ticker:		Meeting Type:	AGM
ISIN:	GB00B4WQ2Z29	Meeting Date:	4/24/2014

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 Policy	Mgmt	For	For
3	Approval of Remuneration Report	Mgmt	For	For
4	Declaration of Dividend	Mgmt	For	For
5	Election of Mr. I D Marchant	Mgmt	For	For
6	Re-election of Mr. K G Hanna	Mgmt	For	For
7	Re-election of Mr. A G Cockburn	Mgmt	For	For
8	Re-election of Mr. D Das	Mgmt	For	For
9	Re-election of Mr. A Satrazemis	Mgmt	For	For

10	Re-election of Mr. D J B Taylor-Smith	Mgmt	For	For
11	Re-election of Mr. R J King	Mgmt	For	For
12	Re-election of Ms. D L P Layfield	Mgmt	For	For
13	Re-election of Mr. R J MacLeod	Mgmt	For	For
14	Re-election of Ms R A K McDonald	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	Directors’ fees	Mgmt	For	For
19	Disapplication of pre-emption rights	Mgmt	For	For
20	Purchase of own shares	Mgmt	For	For
21	General meetings on 14 clear days’ notice	Mgmt	Against	Against
CMMT	24 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO THE TEXT OF 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. International Series

ALCATEL-LUCENT, PARIS

Security:	013904305	Agenda Number:	705261799
Ticker:		Meeting Type:	MIX
ISIN:	US0139043055	Meeting Date:	5/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 312362 DUE TO ADDITION OF RESOLUTION 24. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.	Non-Voting
O.1	APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2013	Mgmt	For	For
O.2	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2013	Mgmt	For	For
O.3	EARNINGS—ALLOCATION OF EARNINGS	Mgmt	For	For
O.4	APPOINTMENT OF MRS VERONIQUE MORALI AS DIRECTOR	Mgmt	For	For
O.5	APPOINTMENT OF MR. FRANCESCO CAIO AS DIRECTOR	Mgmt	For	For
O.6	RENEWAL OF THE TERM OF OFFICE OF MRS KIM CRAWFORD GOODMAN AS DIRECTOR	Mgmt	For	For
O.7	RENEWAL OF THE TERM OF OFFICE OF MR. JEAN-CYRIL SPINETTA AS DIRECTOR	Mgmt	For	For
O.8	ADVISORY OPINION ON THE COMPONENTS OF THE COMPENSATION OF MR. MICHEL COMBES, CHIEF EXECUTIVE OFFICER, FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2013	Mgmt	Against	Against
O.9	ADVISORY OPINION ON THE COMPONENTS OF THE COMPENSATION OF MR. PHILIPPE CAMUS, CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2013	Mgmt	For	For
O.10	RATIFICATION OF THE TRANSFER OF THE REGISTERED OFFICE	Mgmt	For	For

O.11	AUTHORIZATION TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S OWN SHARES	Mgmt	For	For
E.12	AUTHORIZATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF TREASURY SHARES	Mgmt	For	For
E.13	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE, WITH PREFERENTIAL SUBSCRIPTION RIGHTS, SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR SECURITIES ENTITLING THEIR HOLDERS TO THE ALLOTMENT OF DEBT SECURITIES	Mgmt	For	For
E.14	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR SECURITIES ENTITLING THEIR HOLDERS TO THE ALLOTMENT OF DEBT SECURITIES THROUGH PUBLIC OFFERINGS	Mgmt	For	For
E.15	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, SHARES AND/OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL AND/OR SECURITIES ENTITLING THEIR HOLDERS TO THE ALLOTMENT OF DEBT SECURITIES THROUGH PRIVATE PLACEMENTS IN ACCORDANCE WITH ARTICLE L. 411-2 II OF THE FRENCH MONETARY AND FINANCIAL CODE	Mgmt	For	For
E.16	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS	Mgmt	For	For
E.17	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL IN PAYMENT OF CONTRIBUTIONS IN KIND OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL	Mgmt	For	For
E.18	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY THROUGH CAPITALIZATION OF RESERVES, PROFITS, PREMIUMS OR OTHER ITEMS	Mgmt	For	For

E.19	DETERMINATION OF THE PRICE OF ORDINARY SHARES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, ISSUED WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YEAR	Mgmt	For	For
E.20	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ALLOT PERFORMANCE SHARES, ISSUED, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, OR TO BE ISSUED, TO EMPLOYEES AND EXECUTIVE DIRECTORS	Mgmt	For	For
E.21	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO GRANT, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, STOCK OPTIONS TO EMPLOYEES AND EXECUTIVE DIRECTORS	Mgmt	For	For
E.22	DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE THE ISSUANCE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, OF SHARES OR SECURITIES CONVERTIBLE INTO COMPANY’S SHARES RESERVED FOR MEMBERS OF SAVINGS PLANS	Mgmt	For	For
E.23	POWERS TO CARRY OUT FORMALITIES	Mgmt	For	For
E.24	AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT THE MEETING. IF YOU CAST YOUR VOTE IN FAVOR OF RESOLUTION 24, YOU ARE GIVING DISCRETION TO THE CHAIRMAN OF THE MEETING TO VOTE FOR OR AGAINST ANY AMENDMENTS OR NEW RESOLUTIONS THAT MAY BE PROPOSED	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

ALLIANZ SE, MUENCHEN

Security:	D03080112	Agenda Number:	705077623
Ticker:		Meeting Type:	AGM
ISIN:	DE0008404005	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting

	The sub-custodian banks optimized their processes and established solutions, which do not require share blocking. Registered shares will be deregistered according to trading activities or at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent. Please contact your CSR for further information.	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 22.04.2014. 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, 2013, 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 2013	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 the actions of the members of the Supervisory Board	Mgmt	For	For
5.	By- Election to the Supervisory Board: Jim Hagemann Snabe	Mgmt	For	For
6.	Creation of an Authorized Capital 2014/I, cancellation of the Authorized Capital 2010/I and corresponding amendment to the Statutes	Mgmt	For	For
7.	Creation of an Authorized Capital 2014/II for the issuance of shares to employees, cancellation of the Authorized Capital 2010/II and corresponding amendment to the Statutes	Mgmt	For	For
8.	Approval of a new authorization to issue bonds carrying conversion and/or option rights as well as convertible participation rights, cancellation of the current authorization to issue bonds carrying conversion and/or option rights, unless fully utilized, amendment of the existing Conditional Capital 2010 and corresponding amendment of the Statutes	Mgmt	For	For
9.	Authorization to acquire treasury shares for trading purposes	Mgmt	For	For
10.	Authorization to acquire and utilize treasury shares for other purposes	Mgmt	For	For
11.	Authorization to use derivatives in connection with the acquisition of treasury shares pursuant to Section 71 (1) no. 8 AktG	Mgmt	For	For
12.	Approval to amend existing company agreements	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ALSTOM SA, PARIS

Security:	F0259M475	Agenda Number:	704503778
Ticker:		Meeting Type:	MIX
ISIN:	FR0010220475	Meeting Date:	7/2/2013

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/2013/0513/2013051313021 62.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URLS: https://balo.journal- officiel.gouv.fr/pdf/2013/0520/2013052013025 59.pdf AND https://balo.journal- officiel.gouv.fr/pdf/2013/0612/2013061213032 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 and transactions for the financial year ended March 31, 2013	Mgmt	For	For
O.2	Approval of the consolidated financial statements and transactions for the financial year ended March 31, 2013	Mgmt	For	For
O.3	Allocation of income	Mgmt	For	For
O.4	Special report of the Statutory Auditors on the regulated agreements and commitments	Mgmt	For	For
O.5	Appointment of Mrs. Amparo Moraleda as Director	Mgmt	For	For
O.6	Setting attendance allowances amount	Mgmt	For	For
O.7	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For
E.8	Authorization to be granted to the Board of Directors to reduce capital by cancellation of shares	Mgmt	For	For

E.9	Authorization to be granted to the Board of Directors to carry out free allocations of shares existing or to be issued within the limit of 1% of capital by deducting the total number of shares from the one set under the tenth resolution, including a maximum of 0.02% of capital to employees and eligible corporate officers of the Company and affiliated companies	Mgmt	For	For
E.10	Authorization to be granted to the Board of Directors to grant share subscription or purchase options within the limit of 2.5% of capital minus any amount allocated under the ninth resolution, including a maximum of 0.10% of share capital to employees and corporate officers of the Company and affiliated companies	Mgmt	For	For
E.11	Powers to implement all decisions and carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ALSTRIA OFFICE REIT-AKTIENGESELLSCHAFT, HAMBURG

Security:	D0378R100	Agenda Number:	705108024
Ticker:		Meeting Type:	AGM
ISIN:	DE000A0LD2U1	Meeting Date:	5/14/2014

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 23 APR 2014, 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 29 APR 2014. 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, 2013 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 2013 FINANCIAL YEAR	Non-Voting
2.	APPROPRIATION OF THE ANNUAL NET PROFIT FOR THE 2013 FINANCIAL YEAR: DIVIDEND OF EUR 0.50 PER NO-PAR VALUE SHARE ENTITLED TO DIVIDENDS	Mgmt	For	For
3.	FORMAL APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
4.	FORMAL APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
5.	APPOINTMENT OF THE AUDITORS AND GROUP AUDITORS FOR THE 2014 FINANCIAL YEAR AND FOR THE REVIEW OF THE HALF-YEAR FINANCIAL REPORT AS AT JUNE 30, 2014: DELOITTE & TOUCHE GMBH WIRTSCHAFTSPRUFUNGSGESELLSCHAF T, HAMBURG BRANCH	Mgmt	For	For
6.1	CREATION OF A NEW AUTHORIZED CAPITAL 2014 WITH THE OPTION TO EXCLUDE SUBSCRIPTION RIGHTS FOR FRACTIONAL AMOUNTS, CANCELLATION OF AUTHORIZED CAPITAL 2013 AND CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION: SEC. 5 PARA. 3 AND 4 OF THE ARTICLES OF ASSOCIATION	Mgmt	For	For
6.2	AUTHORIZATION TO EXCLUDE SUBSCRIPTION RIGHTS FOR THE AUTHORIZED CAPITAL 2014 AGAINST CONTRIBUTIONS IN CASH OR AGAINST CONTRIBUTIONS IN KIND IN AN AMOUNT OF UP TO 5 % OF THE SHARE CAPITAL AND CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION: SEC. 5 PARA. 4 OF THE ARTICLES OF ASSOCIATION AS CANCELLED UNDER ITEM 6.1	Mgmt	For	For

6.3 AUTHORIZATION TO EXCLUDE SUBSCRIPTION RIGHTS FOR THE AUTHORIZED CAPITAL 2014 AGAINST CONTRIBUTIONS IN CASH OR AGAINST CONTRIBUTIONS IN KIND IN AN AMOUNT OF UP TO ANOTHER 5 % OF THE SHARE CAPITAL AND CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION: NEW PARAGRAPH 4A SHALL BE INSERTED INTO SEC. 5 OF THE ARTICLES OF ASSOCIATION Mgmt For For

Manning & Napier Fund, Inc. International Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933910021
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	1/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO EXAMINE, DISCUSS AND APPROVE ALL THE TERMS AND CONDITIONS OF THE PROTOCOL; AND JUSTIFICATION OF MERGER OF COMPANHIA DE BEBIDAS DAS AMERICAS—AMBEV WITH AND INTO AMBEV S.A., ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION I” AND “MERGER I”, RESPECTIVELY).	Mgmt	For	For
2	TO RATIFY THE RETENTION OF THE SPECIALIZED FIRM APSIS CONSULTORIA EMPRESARIAL LTDA. (“APSIS”) TO PREPARE (A) THE VALUATION REPORT OF COMPANHIA DE BEBIDAS DAS AMERICAS—AMBEV (“COMPANHIA DE BEBIDAS”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT I”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND COMPANHIA DE BEBIDAS, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
3	TO APPROVE THE VALUATION REPORT I.	Mgmt	For	For
4	TO APPROVE THE MERGER I.	Mgmt	For	For
5	TO EXAMINE, DISCUSS AND APPROVE ALL TERMS AND CONDITIONS OF THE PROTOCOL AND JUSTIFICATION OF MERGER OF AMBEV BRASIL BEBIDAS S.A. WITH AND INTO THE COMPANY, ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION II” AND “MERGER II”, RESPECTIVELY).	Mgmt	For	For

6	TO RATIFY THE HIRING OF THE SPECIALIZED FIRM APSIS TO PREPARE (A) THE VALUATION REPORT OF THE NET EQUITY OF AMBEV BRASIL BEBIDAS S.A. (“AMBEV BRASIL”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT II”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND AMBEV BRASIL, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF SECTION 264 OF LAW NO. 6,404/76 (“NET EQUITY VALUATION REPORT II”).	Mgmt	For	For
7	TO APPROVE THE VALUATION REPORT II.	Mgmt	For	For
8	TO APPROVE THE MERGER II AND THE COMPANY’S CAPITAL INCREASE, UPON THE ISSUANCE OF COMMON SHARES TO BE SUBSCRIBED AND PAID IN BY THE MANAGERS OF AMBEV BRASIL, FOR THE BENEFIT OF ITS SHAREHOLDERS, WITH THE CONSEQUENT AMENDMENT OF THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT THE REFERRED CAPITAL INCREASE.	Mgmt	For	For
9	TO AMEND, AGAIN, THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT POSSIBLE CAPITAL INCREASES APPROVED WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL AND CONFIRMED BY THE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS UNTIL THE DATE OF EGM.	Mgmt	For	For
10	TO AMEND ARTICLE 3 OF THE COMPANY’S BY-LAWS IN ORDER TO (I) INCLUDE THE ACTIVITY OF PRINTING, SERVICES OF PREPRINTING AND GRAPHIC FINISHING AND REPRODUCTION OF RECORDED MATERIALS IN ANY BASE; AND (II) ADJUST THE ACTIVITY OF TRADE OF BYPRODUCTS, AS PER ITEM “G” THEREOF, TO MENTION, INCLUDING, BUT NOT LIMITED TO, BYPRODUCTS FOR ANIMAL FEEDING.	Mgmt	For	For
11	TO AUTHORIZE THE COMPANY’S EXECUTIVE COMMITTEE TO PERFORM ALL ACTS NECESSARY FOR THE CONSUMMATION OF THE MERGER.	Mgmt	For	For
12A	ELECTION OF DIRECTOR: VICTORIO CARLOS DE MARCHI	Mgmt	Against	Against
12B	ELECTION OF DIRECTOR: CARLOS ALVES DE BRITO	Mgmt	For	For
12C	ELECTION OF DIRECTOR: MARCEL HERRMANN TELLES	Mgmt	For	For

12D	ELECTION OF DIRECTOR: JOSE HEITOR ATTILIO GRACIOSO	Mgmt	For	For
12E	ELECTION OF DIRECTOR: VICENTE FALCONI CAMPOS	Mgmt	Against	Against
12F	ELECTION OF DIRECTOR: LUIS FELIPE PEDREIRA DUTRA LEITE	Mgmt	For	For
12G	ELECTION OF DIRECTOR: ROBERTO MOSES THOMPSON MOTTA	Mgmt	Against	Against
12H	ELECTION OF DIRECTOR: ALVARO ANTONIO CARDOSO DE SOUZA	Mgmt	For	For
12I	ELECTION OF DIRECTOR: PAULO ALBERTO LEMMAN	Mgmt	For	For
12J	ELECTION OF DIRECTOR: ANTONIO CARLOS AUGUSTO RIBEIRO BONCHRISTIANO	Mgmt	For	For
12K	ELECTION OF DIRECTOR: MARCOS DE BARROS LISBOA	Mgmt	For	For
12L	ELECTION OF ALTERNATE DIRECTOR: LUIZ FERNANDO ZIEGLER DE SAINT EDMOND	Mgmt	For	For
13	TO AMEND AND RESTATE THE COMPANY’S BY-LAWS, IN ACCORDANCE WITH COMPANY’S MANAGEMENT PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933986791
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	4/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1A	ANALYSIS OF THE MANAGEMENT ACCOUNTS, WITH EXAMINATION, DISCUSSION AND VOTING ON THE FINANCIAL STATEMENTS RELATED TO THE FISCAL YEAR ENDED DECEMBER 31, 2013.	Mgmt	For	For

O1B	ALLOCATION OF THE NET PROFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND RATIFICATION OF THE PAYMENT OF INTEREST ON OWN CAPITAL AND DISTRIBUTION OF DIVIDENDS, RELATED TO THE FISCAL YEAR ENDED ON DECEMBER 31, 2013, APPROVED BY THE BOARD OF DIRECTORS AT MEETINGS HELD ON AUGUST 30, 2013, JANUARY 6, 2014, AND MARCH 25, 2014.	Mgmt	For	For
O1C	ELECTION OF THE MEMBERS OF THE COMPANY’S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES FOR A TERM IN OFFICE UNTIL THE ORDINARY GENERAL MEETING TO BE HELD IN 2015.	Mgmt	For	For
O1D	RATIFICATION OF THE AMOUNTS PAID OUT AS COMPENSATION TO THE MANAGEMENT AND TO THE MEMBERS OF THE FISCAL COUNCIL OF THE COMPANY DURING THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND ESTABLISHING THE OVERALL COMPENSATION OF THE MANAGEMENT AND OF THE MEMBERS OF THE FISCAL COUNCIL FOR THE FISCAL YEAR TO BE ENDED DECEMBER 31, 2014.	Mgmt	For	For
E2A	WITH THE PURPOSE OF CARRYING OUT THE PARTIAL CAPITALIZATION OF THE TAX BENEFIT EARNED BY THE COMPANY WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE—IN 319/99 FOR THE 2013 FISCAL YEAR, PURSUANT TO THE ARTICLE 7 OF CVM RULING N. 319/99, A CAPITAL INCREASE IN THE MINIMUM AMOUNT OF R$ 218,277,229.62, UPON ISSUANCE OF 13,566,018 SHARES AND THE MAXIMUM AMOUNT OF R$ 352,684,594.10, UPON ISSUANCE OF UP TO 21,919,490 SHARES, AT THE ISSUANCE PRICE OF R$16.09 PER SHARE, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
E2B	NEW CAPITAL INCREASE IN THE AMOUNT OF R$ 93,547,390.11, CORRESPONDING TO THE CAPITALIZATION OF 30% OF THE TAX BENEFIT EARNED WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE IN THE FISCAL YEAR OF 2013, PURSUANT TO ARTICLE 7 OF THE CVM RULING N. 319/99, WITHOUT THE ISSUANCE OF NEW SHARES.	Mgmt	For	For
E2C	BY VIRTUE OF THE RESOLUTION MENTIONED IN (2B.) ABOVE, AS WELL AS THE CAPITAL INCREASES APPROVED BY THE COMPANY’S BOARD OF DIRECTORS WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL, AND RATIFIED UNTIL THE DATE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS, TO AMEND CAPUT OF ARTICLE 5 OF THE COMPANY’S BY- LAWS AND TO RESTATE SUCH BY-LAWS.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ANDRITZ AG, GRAZ

Security:	A11123105	Agenda Number:	704996543
Ticker:		Meeting Type:	AGM
ISIN:	AT0000730007	Meeting Date:	3/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Presentation annual reports	Non-Voting
2	Allocation of net profits	Mgmt	For	For
3	Discharge of executive board	Mgmt	For	For
4	Discharge of supervisory board	Mgmt	For	For
5	Remuneration for supervisory board	Mgmt	For	For
6	Election of external auditor	Mgmt	For	For
7.a	Election to supervisory board: Mrs. Mag. Dr. H.C. Monika Kircher	Mgmt	For	For
7.b	Election to supervisory board: Mr. Ralf W. Dieter	Mgmt	For	For
8	Resolution on stock option program	Mgmt	For	For
9	Resolution on the amendment to the articles of association in art. 18 para. 2 and 3	Mgmt	For	For
CMMT	10-MAR-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ARTICLE NUMBER IN RESOLUTION 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

ASTRAZENECA PLC

Security:	046353108	Agenda Number:	933945264
Ticker:	AZN	Meeting Type:	Annual
ISIN:	US0463531089	Meeting Date:	4/24/2014

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 2013	Mgmt	For	For
2.	TO CONFIRM DIVIDENDS	Mgmt	For	For
3.	TO APPOINT KPMG LLP, LONDON AS AUDITOR	Mgmt	For	For
4.	TO AUTHORISE THE DIRECTORS TO AGREE TO THE REMUNERATION OF THE AUDITOR	Mgmt	For	For
5A.	ELECTION OF DIRECTOR: LEIF JOHANSSON	Mgmt	For	For
5B.	ELECTION OF DIRECTOR: PASCAL SORIOT	Mgmt	For	For
5C.	ELECTION OF DIRECTOR: MARC DUNOYER	Mgmt	For	For
5D.	ELECTION OF DIRECTOR: GENEVIEVE BERGER	Mgmt	For	For
5E.	ELECTION OF DIRECTOR: BRUCE BURLINGTON	Mgmt	For	For
5F.	ELECTION OF DIRECTOR: ANN CAIRNS	Mgmt	For	For
5G.	ELECTION OF DIRECTOR: GRAHAM CHIPCHASE	Mgmt	For	For
5H.	ELECTION OF DIRECTOR: JEAN-PHILIPPE COURTOIS	Mgmt	Against	Against
5I.	ELECTION OF DIRECTOR: RUDY MARKHAM	Mgmt	For	For
5J.	ELECTION OF DIRECTOR: NANCY ROTHWELL	Mgmt	For	For

5K.	ELECTION OF DIRECTOR: SHRITI VADERA	Mgmt	For	For
5L.	ELECTION OF DIRECTOR: JOHN VARLEY	Mgmt	For	For
5M.	ELECTION OF DIRECTOR: MARCUS WALLENBERG	Mgmt	Against	Against
6.	TO APPROVE THE ANNUAL REPORT ON REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2013	Mgmt	For	For
7.	TO APPROVE THE DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For
8.	TO AUTHORISE LIMITED EU POLITICAL DONATIONS	Mgmt	For	For
9.	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Mgmt	For	For
10.	TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For
11.	TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For
12.	TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against
13.	TO APPROVE THE ASTRAZENECA 2014 PERFORMANCE SHARE PLAN	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ASTRAZENECA PLC, LONDON

Security:	G0593M107	Agenda Number:	705053407
Ticker:		Meeting Type:	AGM
ISIN:	GB0009895292	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Companys Accounts and the Reports of the Directors and Auditor for the year ended 31 December 2013	Mgmt	For	For

2	To confirm dividends	Mgmt	For	For
3	To appoint KPMG LLP London as Auditor	Mgmt	For	For
4	To authorise the Directors to agree the remuneration of the Auditor	Mgmt	For	For
5A	To elect or re-elect Leif Johansson as a Director	Mgmt	For	For
5B	To elect or re-elect Pascal Soriot as a Director	Mgmt	For	For
5C	To elect or re-elect Marc Dunoyer as a Director	Mgmt	For	For
5D	To elect or re-elect Genevieve Berger as a Director	Mgmt	For	For
5E	To elect or re-elect Bruce Burlington as a Director	Mgmt	For	For
5F	To elect or re-elect Ann Cairns as a Director	Mgmt	For	For
5G	To elect or re-elect Graham Chipchase as a Director	Mgmt	For	For
5H	To elect or re-elect Jean-Philippe Courtois as a Director	Mgmt	Against	Against
5I	To elect or re-elect Rudy Markham as a Director	Mgmt	For	For
5J	To elect or re-elect Nancy Rothwell as a Director	Mgmt	For	For
5K	To elect or re-elect Shriti Vadera as a Director	Mgmt	For	For
5L	To elect or re-elect John Varley as a Director	Mgmt	For	For

5M	To elect or re-elect Marcus Wallenberg as a Director	Mgmt	Against	Against
6	To approve the Annual Report on Remuneration for the year ended 31 December 2013	Mgmt	For	For
7	To approve the Directors Remuneration Policy	Mgmt	For	For
8	To authorise limited EU political donations	Mgmt	For	For
9	To authorise the Directors to allot shares	Mgmt	For	For
10	To authorise the Directors to disapply pre- emption rights	Mgmt	For	For
11	To authorise the Company to purchase its own shares	Mgmt	For	For
12	To reduce the notice period for general meetings	Mgmt	Against	Against
13	To approve the AstraZeneca 2014 Performance Share Plan	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AVEVA GROUP PLC, CAMBRIDGE

Security:	G06812112	Agenda Number:	704601120
Ticker:		Meeting Type:	AGM
ISIN:	GB00B15CMQ74	Meeting Date:	7/9/2013

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 2013	Mgmt	For	For
2	To approve the Directors’ remuneration report for the year ended 31 March 2013	Mgmt	For	For
3	To declare a final dividend of 19.5 pence per share in respect of the year ended 31 March 2013	Mgmt	For	For

4	To re-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-appoint Ernst and Young LLP as the auditor of the Company	Mgmt	For	For
10	To authorise the Directors to fix the remuneration of the auditor	Mgmt	For	For
11	To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006	Mgmt	For	For
12	To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	Mgmt	For	For
13	To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006	Mgmt	For	For
14	To allow 14 days’ notice of general meetings	Mgmt	Against	Against
15	To declare the special dividend of 147.0 pence per share and approve the share consolidation	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

AXA SA, PARIS

Security:	F06106102	Agenda Number:	704974701
Ticker:		Meeting Type:	MIX
ISIN:	FR0000120628	Meeting Date:	4/23/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	24 Mar 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0221/2014022114003 30.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0324/201403241400 743.pdf AND CHANGE IN RECORD DATE FROM 16 APRIL 14 TO 15 APRIL 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
O.1	Approval of the corporate financial statements for the financial year ended December 31, 2013	Mgmt	For	For
O.2	Approval of the consolidated financial statements for the financial year ended December 31, 2013	Mgmt	For	For
O.3	Allocation of income for the financial year ended December 31, 2013 and setting the dividend of Euro 0.81 per share	Mgmt	For	For
O.4	Advisory vote on the compensation of the CEO	Mgmt	For	For
O.5	Advisory vote on the compensation of the Deputy Chief Executive Office	Mgmt	For	For
O.6	Approval of the special report of the Statutory Auditors on the regulated agreements	Mgmt	For	For
O.7	Approval of regulated commitments pursuant to Article L.225-42-1 of the Commercial Code benefiting Mr. Henri de Castries	Mgmt	For	For

O.8	Approval of regulated commitments pursuant to Article L.225-42-1 of the Commercial Code benefiting Mr. Denis Duverne	Mgmt	For	For
O.9	Renewal of term of Mr. Henri de Castries as Board member	Mgmt	For	For
O.10	Renewal of term of Mr. Norbert Dentressangle as Board member	Mgmt	For	For
O.11	Renewal of term of Mr. Denis Duverne as Board member	Mgmt	For	For
O.12	Renewal of term of Mrs. Isabelle Kocher as Board member	Mgmt	For	For
O.13	Renewal of term of Mrs. Suet Fern Lee as Board member	Mgmt	For	For
O.14	Setting the amount of attendance allowances to be allocated to the Board of Directors	Mgmt	For	For
O.15	Authorization granted to the Board of Directors to purchase common shares of the Company	Mgmt	For	For
E.16	Delegation of powers granted to the Board of Directors to increase share capital by issuing common shares or securities entitling to common shares of the Company reserved for members of a company savings plan without shareholders’ preferential subscription rights	Mgmt	For	For
E.17	Delegation of powers granted to the Board of Directors to increase share capital by issuing common shares without shareholders’ preferential subscription rights in favor of a category of designated beneficiaries	Mgmt	For	For
E.18	Authorization granted to the Board of Directors to grant share subscription or purchase options to employees and eligible corporate officers of AXA Group with waiver by shareholders of their preferential subscription rights to shares to be issued due to the exercise of stock options	Mgmt	For	For
E.19	Authorization granted to the Board of Directors to allocate free existing shares or shares to be issued subject to performance conditions to employees and eligible corporate officers of AXA Group with waiver by shareholders of their preferential subscription rights to shares to be issued, in case of allocation of shares to be issued	Mgmt	For	For

E.20	Authorization granted to the Board of Directors to reduce share capital by cancellation of common shares	Mgmt	For	For
E.21	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BARRY CALLEBAUT AG, ZUERICH

Security:	H05072105	Agenda Number:	704853628
Ticker:		Meeting Type:	AGM
ISIN:	CH0009002962	Meeting Date:	12/11/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	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 financial statements and the consolidated financial statements as at August 31, 2013	Mgmt	For	For
4.1	Allocation of reserves from capital contributions to free reserves	Mgmt	For	For
4.2	Distribution of a dividend : CHF 14.50 per share	Mgmt	For	For
4.3	Appropriation of available retained earnings	Mgmt	For	For

5	Granting of discharge to the members of the board of directors and the executive committee	Mgmt	For	For
6.1	Re-election of member of the board of directors: Dr. Andreas Jacobs	Mgmt	For	For
6.2	Re-election of member of the board of directors: Andreas Schmid	Mgmt	For	For
6.3	Re-election of member of the board of directors: Fernando Aguirre	Mgmt	For	For
6.4	Re-election of member of the board of directors: Dr. Jakob Baer	Mgmt	For	For
6.5	Re-election of member of the board of directors: James L. Donald	Mgmt	For	For
6.6	Re-election of member of the board of directors: Nicolas Jacobs	Mgmt	For	For
6.7	Re-election of member of the board of directors: Timothy E. Minges	Mgmt	For	For
6.8	Re-election of member of the board of directors: Ajai Puri	Mgmt	For	For
7	Re-election of the auditors / KPMG AG, Zurich	Mgmt	For	For
8	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	26 NOV 13: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION 4.2. 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

BASF SE, LUDWIGSHAFEN/RHEIN

Security:	D06216317	Agenda Number:	705064145
Ticker:		Meeting Type:	AGM
ISIN:	DE000BASF111	Meeting Date:	5/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting
	The sub-custodian banks optimized their processes and established solutions, which do not require share blocking. Registered shares will be deregistered according to trading activities or at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent. Please contact your CSR for further information.	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 17.04.2014. 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 2013; presentation of the Management’s Analyses of BASF SE and the BASF Group for the financial year 2013 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 2014: KPMG AG	Mgmt	For	For
6.1	Election of Supervisory Board members: Dame Alison J. Carnwath	Mgmt	For	For
6.2	Election of Supervisory Board members: Prof. Dr. Francois Diederich	Mgmt	For	For
6.3	Election of Supervisory Board members: Michael Diekmann	Mgmt	For	For
6.4	Election of Supervisory Board members: Franz Fehrenbach	Mgmt	For	For
6.5	Election of Supervisory Board members: Dr. Juergen Hambrecht	Mgmt	For	For
6.6	Election of Supervisory Board members: Anke Schaeferkordt	Mgmt	For	For
7.	Resolution on the creation of new authorized capital and amendment of the Statutes	Mgmt	For	For

8.1	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Plant Science Company GmbH on December 13, 2013, will be approved	Mgmt	For	For
8.2	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Pigment GmbH on December 13, 2013, will be approved	Mgmt	For	For
8.3	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Immobilien-Gesellschaft mbH on December 13, 2013, will be approved	Mgmt	For	For
8.4	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Handels- und Exportgesellschaft mbH on December 13, 2013, will be approved	Mgmt	For	For
8.5	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and LUWOGE GmbH on December 6, 2013, will be approved	Mgmt	For	For
8.6	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Schwarzheide GmbH on November 28, 2013/December 13, 2013, will be approved	Mgmt	For	For
8.7	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Coatings GmbH on October 24, 2013/ December 13, 2013, will be approved	Mgmt	For	For
8.8	Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Polyurethanes GmbH on October 29, 2013/ December 13, 2013, will be approved	Mgmt	For	For

8.9 Resolution on the approval of the conclusion of nine amendment agreements on existing control and profit transfer agreements: The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF New Business GmbH on December 13, 2013, will be approved Mgmt For For

Manning & Napier Fund, Inc. International Series

BAYER AG, LEVERKUSEN

Security:	D0712D163	Agenda Number:	704996668
Ticker:		Meeting Type:	AGM
ISIN:	DE000BAY0017	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting
	The sub-custodian banks optimized their processes and established solutions, which do not require share blocking. Registered shares will be deregistered according to trading activities or at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent. Please contact your CSR for further information.	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 14.04.2014. 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 2013, and 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
4.1	Supervisory Board elections: Dr. rer. nat. Simone Bagel-Trah	Mgmt	For	For
4.2	Supervisory Board elections: Prof. Dr. Dr. h. c. mult. Ernst-Ludwig Winnacker	Mgmt	For	For
5.	Cancellation of the existing Authorized Capital I, creation of new Authorized Capital I with the option to disapply subscription rights and amendment of Article 4(2) of the Articles of Incorporation	Mgmt	For	For

6.	Cancellation of the existing Authorized Capital II, creation of new Authorized Capital II with the option to disapply subscription rights and amendment of Article 4(3) of the Articles of Incorporation	Mgmt	For	For
7.	Authorization to issue bonds with warrants or convertible bonds, profit participation certificates or income bonds (or a combination of these instruments) and to disapply subscription rights, creation of new conditional capital while canceling the existing conditional capital and amendment of Article 4(4) of the Articles of Incorporation	Mgmt	For	For
8.1	Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Acquisition of own Shares	Mgmt	For	For
8.2	Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Use of Derivatives	Mgmt	For	For
9.1	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Business Services GmbH	Mgmt	For	For
9.2	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Technology Services GmbH	Mgmt	For	For
9.3	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer US IP GmbH	Mgmt	For	For
9.4	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Bitterfeld GmbH	Mgmt	For	For
9.5	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Innovation GmbH	Mgmt	For	For

9.6	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Real Estate GmbH	Mgmt	For	For
9.7	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Erste K-W-A Beteiligungsgesellschaft mbH	Mgmt	For	For
9.8	Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Zweite K-W-A Beteiligungsgesellschaft mbH	Mgmt	For	For
10.	Election of the auditor of the financial statements and for the review of the half- yearly financial report: PricewaterhouseCoopers Aktiengesellschaft	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

BHARAT HEAVY ELECTRICALS LTD

Security:	Y0882L133	Agenda Number:	704699531
Ticker:		Meeting Type:	AGM
ISIN:	INE257A01026	Meeting Date:	9/20/2013

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, 2013 and the Statement of Profit & Loss 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 2012-13: The Board of Directors has recommended a final dividend of 164.5 % on the Paid-up Equity Share Capital (Rs. 3.29 per share) of the Company besides an interim dividend of 106% (Rs. 2.12 per Share) already paid during the year 2012-13	Mgmt	For	For
3	To appoint a Director in place of Shri P.K. Bajpai, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
4	To appoint a Director in place of Shri Atul Saraya, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
5	To authorize the board to fix the remuneration of the Auditors for the year 2013-14	Mgmt	For	For

6	Resolved that Ms. Kusumjit Sidhu, 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. 10.05.2013 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
7	Resolved that Shri W.V.K. Krishna Shankar, 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. 01.08.2013 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	Against	Against
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. International Series

BURBERRY GROUP PLC

Security:	G1699R107	Agenda Number:	704614278
Ticker:		Meeting Type:	AGM
ISIN:	GB0031743007	Meeting Date:	7/12/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the audited accounts for the year ended 31 March 2013 together with the Directors and Auditors reports	Mgmt	For	For
2	To approve the Directors Remuneration Report for the year ended 31 March 2013	Mgmt	For	For
3	To declare a final dividend of 21.0p per Ordinary Share for the year ended 31 March 2013	Mgmt	For	For
4	To re-elect Sir John Peace as a director of the Company	Mgmt	For	For
5	To re-elect Angela Ahrendts as a director of the Company	Mgmt	For	For

6	To re-elect Philip Bowman as a director of the Company	Mgmt	For	For
7	To re-elect Ian Carter as a director of the Company	Mgmt	For	For
8	To re-elect Stephanie George as a director of the Company	Mgmt	For	For
9	To re-elect John Smith as a director of the Company	Mgmt	For	For
10	To re-elect David Tyler as a director of the Company	Mgmt	For	For
11	To elect Carol Fairweather as a director of the Company	Mgmt	For	For
12	To reappoint PricewaterhouseCoopers LLP as Auditors of the Company	Mgmt	For	For
13	To authorise the Audit Committee of the Company to determine the Auditors remuneration	Mgmt	For	For
14	To authorise political donations and expenditure by the Company and its subsidiaries	Mgmt	For	For
15	To authorise the directors to allot shares	Mgmt	For	For
16	To renew the directors authority to disapply pre-emption rights	Mgmt	For	For
17	To authorise the Company to purchase its own ordinary shares	Mgmt	For	For
18	To authorise the directors to call general meetings other than an annual general meeting on not less than 14 clear days’ notice	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CANON INC.

Security:	J05124144	Agenda Number:	704992482
Ticker:		Meeting Type:	AGM
ISIN:	JP3242800005	Meeting Date:	3/28/2014

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: 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
3.19	Appoint a Director	Mgmt	For	For
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
5	Approve Payment of Bonuses to Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CARL ZEISS MEDITEC AG, JENA

Security:	D14895102	Agenda Number:	704941017
Ticker:		Meeting Type:	AGM
ISIN:	DE0005313704	Meeting Date:	3/4/2014

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 11 FEB 14, 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 17.02.2014. 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 2012/2013 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: The distributable profit in the amount of EUR 82,342,484.67 shall be appropriated as follows: Payment of a dividend of EUR 0.45 per no-par share. EUR 45,753,160.17 shall be carried forward. Ex- dividend and payable date: March 5, 2014	Mgmt	For	For
3.	Ratification of the Acts of the Board of MDs for the 2012/2013 Financial Year	Mgmt	For	For
4.	Ratification of the Acts of the Supervisory Board for the 2012/2013 Financial Year	Mgmt	For	For

5.	Appointment of Auditors. The following accountants shall be appointed as auditors and group auditors for the 2013/2014 financial year: Ernst + Young GmbH, Stuttgart	Mgmt	For	For
6.	Resolution on the Adjustment of the Supervisory Board Remuneration and Amendment to Article 19 of the Articles of Association: 1) Ordinary members of the Supervisory Board shall receive a fixed annual remuneration of EUR 30,000.00. The chairman shall receive twice and the deputy chairman one and a half times this amount. 2) Ordinary members that are part of a committee will receive an additional EUR 5,000.00. However, members of the nomination committee, the chairman of the audit committee as well as the chairmen and deputy chairmen of the executive committee and the personnel committee shall not receive an additional remuneration. 3) The members of the Supervisory Board shall be compensated for incurred expenses. 4) The members of the Supervisory Board shall receive a refund in the amount of the value added tax applied to their remuneration	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CARLSBERG AS, COPENHAGEN

Security:	K36628137	Agenda Number:	704982126
Ticker:		Meeting Type:	AGM
ISIN:	DK0010181759	Meeting Date:	3/20/2014

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 BE ADVISED THAT SPLIT AND PARTIAL VOTING IS NOT AUTHORISED FOR A BENEFICIAL OWNER IN THE DANISH MARKET. PLEASE CONTACT YOUR GLOBAL CUSTODIAN FOR FURTHER INFORMATION.	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 NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS 6.A TO 6.J AND 7. THANK YOU.	Non-Voting
1	Proposal from the Supervisory Board that the annual reports of the Company be prepared in English only	Mgmt	For	For
2	Report on the activities of the company in the past year	Non-Voting
3	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
4	Board recommendations regarding the distribution of profit, including declaration of dividends	Mgmt	For	For
5.a	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.b	Approval of the Supervisory Board remuneration for 2014	Mgmt	For	For
5.c	Proposal from the Supervisory Board regarding acquisition of treasury shares	Mgmt	For	For
5.D.i	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL. Proposal from shareholder Kjeld Beyer: Proposal to attach supplementary financial information to the notice convening the Annual General Meeting	Shr	Against	For
5D.ii	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL. Proposal from shareholder Kjeld Beyer: Proposal that company announcements including annual reports and quarterly statements at all times be available in Danish on the Company’s website for at least five years	Shr	Against	For
5Diii	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL. Proposal from shareholder Kjeld Beyer: Proposal that the annual reports and quarterly statements be accessible on the Company’s website with maximum 2-3 links from the front page and that the links are in Danish and easily accessible	Shr	Against	For

5D.iv	PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL. Proposal from shareholder Kjeld Beyer: Proposal that refreshments in connection with the Annual General Meeting match the outlook for the coming year	Shr	Against	For
6.a	Re-election of Flemming Besenbacher to the Supervisory Board	Mgmt	For	For
6.b	Re-election of Jess Soderberg to the Supervisory Board	Mgmt	For	For
6.c	Re-election of Lars Stemmerik to the Supervisory Board	Mgmt	For	For
6.d	Re-election of Richard Burrows to the Supervisory Board	Mgmt	For	For
6.e	Re-election of Cornelis (Kees) Job van der Graaf to the Supervisory Board	Mgmt	For	For
6.f	Re-election of Donna Cordner to the Supervisory Board	Mgmt	For	For
6.g	Re-election of Elisabeth Fleuriot to the Supervisory Board	Mgmt	For	For
6.h	Re-election of Soren-Peter Fuchs Olesen to the Supervisory Board	Mgmt	For	For
6.i	Re-election of Nina Smith to the Supervisory Board	Mgmt	For	For
6.j	Election of Carl Bache to the Supervisory Board	Mgmt	For	For
7	Election of Auditor (KPMG 2014 P/S)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CARREFOUR SA, PARIS

Security:	F13923119	Agenda Number:	705013047
Ticker:		Meeting Type:	MIX
ISIN:	FR0000120172	Meeting Date:	4/15/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	31 MAR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0310/2014031014005 69.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0331/201403311400 870.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 for the financial year 2013	Mgmt	For	For
O.2	Approval of the consolidated financial statements for the financial year 2013	Mgmt	For	For
O.3	Allocation of income and setting of the dividend	Mgmt	For	For
O.4	Approval of the regulated agreements pursuant to Articles L.225-38 and seq. of the Commercial Code	Mgmt	For	For
O.5	Advisory notice on the compensation due or allocated for the financial year 2013 to Mr. Georges Plassat, president and chief executive officer	Mgmt	For	For
O.6	Ratification of the cooptation of Mr. Thomas J. Barrack Jr. as Board Member	Mgmt	For	For
O.7	Renewal of term of Mr. Amaury de Seze as Board Member	Mgmt	Against	Against

O.8	Renewal of term of Mr. Bernard Arnault as Board Member	Mgmt	For	For
O.9	Renewal of term of Mr. Jean-Laurent Bonnafe as Board Member	Mgmt	For	For
O.10	Renewal of term of Mr. Rene Brillet as Board Member	Mgmt	For	For
O.11	Authorization granted for 18 months to the Board of Directors to operate on the shares of the Company	Mgmt	For	For
E.12	Modification of Article 16 of the bylaws	Mgmt	For	For
E.13	Authorization granted for 24 months to the Board of Directors to decrease the share capital via cancellation of shares	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CASINO GUICHARD PERRACHON, SAINT ETIENNE

Security:	F14133106	Agenda Number:	705086393
Ticker:		Meeting Type:	MIX
ISIN:	FR0000125585	Meeting Date:	5/6/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	16 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0328/2014032814007 99.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0416/201404161401 152.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU	Non-Voting

O.1	Approval of the annual corporate financial statements for the financial year ended on December 31st, 2013	Mgmt	For	For
O.2	Approval of the consolidated financial statements for the financial year ended on December 31st, 2013	Mgmt	For	For
O.3	Allocation of income for the financial year- Setting the dividend	Mgmt	For	For
O.4	Review of the compensation owed or paid to Mr. Jean-Charles Naouri, President and CEO during the financial year ended on December 31st, 2013	Mgmt	For	For
O.5	Renewal of term of Mr. Gerald de Roquemaurel as Board member	Mgmt	For	For
O.6	Renewal of term of Mr. David de Rothschild as Board member	Mgmt	For	For
O.7	Renewal of term of Mr. Frederic Saint-Geours as Board member	Mgmt	For	For
O.8	Renewal of term of the company Euris as Board member	Mgmt	Abstain	Against
O.9	Renewal of term of the company Fonciere Euris as Board member	Mgmt	Abstain	Against
O.10	Authorization to allow the Company to purchase its own shares	Mgmt	For	For
E.11	Merger by absorption of the company Chalin	Mgmt	For	For
E.12	Merger by absorption of the company Codival	Mgmt	For	For
E.13	Merger by absorption of the company Damap’s	Mgmt	For	For

E.14	Merger by absorption of the company Faclair	Mgmt	For	For
E.15	Merger by absorption of the company Keran	Mgmt	For	For
E.16	Merger by absorption of the company Mapic	Mgmt	For	For
E.17	Merger by absorption of the company Matal	Mgmt	For	For
E.18	Acknowledgement of the capital increase as a result of the aforementioned mergers and amendment to Article 6 of the bylaws	Mgmt	For	For
E.19	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

CHAROEN POKPHAND FOODS PUBLIC CO LTD

Security:	Y1296K166	Agenda Number:	705110930
Ticker:		Meeting Type:	AGM
ISIN:	TH0101A10Z19	Meeting Date:	4/25/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. 1/2013	Mgmt	For	For
2	TO ACKNOWLEDGE THE REPORT ON THE COMPANY’S OPERATING RESULTS FOR THE YEAR 2013	Non-Voting
3	TO APPROVE THE STATEMENTS OF FINANCIAL POSITION AND THE STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2013	Mgmt	For	For
4	TO APPROVE THE APPROPRIATION OF PROFIT AND ANNUAL DIVIDEND PAYMENT FOR THE YEAR 2013	Mgmt	For	For

5.1	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MR. ARSA SARASIN	Mgmt	For	For
5.2	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: PROFESSOR DR. PONGSAK ANGKASITH	Mgmt	For	For
5.3	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: DR. VEERAVAT KANCHANADUL	Mgmt	For	For
5.4	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MR. SUNTHORN ARUNANONDCHAI	Mgmt	For	For
5.5	TO APPOINT DIRECTORS TO REPLACE DIRECTORS WHO RETIRE BY ROTATION: MRS. ARUNEE WATCHARANANAN	Mgmt	For	For
6	TO APPROVE THE REMUNERATION OF THE DIRECTORS FOR THE YEAR 2014	Mgmt	For	For
7	TO APPOINT THE COMPANY’S AUDITORS AND FIX THE REMUNERATION FOR THE YEAR 2014	Mgmt	For	For
8	TO RESPOND TO THE QUERIES	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV

Security:	20441W203	Agenda Number:	933857700
Ticker:	ABV	Meeting Type:	Special
ISIN:	US20441W2035	Meeting Date:	7/30/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	TO REVIEW, DISCUSS & APPROVE PROTOCOL & JUSTIFICATION OF MERGER INTO ASSET BASE OF AMBEV S.A. OF ALL SHARES ISSUED BY COMPANY & NOT HELD BY AMBEV S.A. (“STOCK SWAP MERGER”) & TO AUTHORIZE EXECUTIVE COMMITTEE TO SUBSCRIBE, ON BEHALF OF SHAREHOLDERS, THE CONSEQUENT CAPITAL INCREASE OF AMBEV S.A. & TO PERFORM ALL OTHER ACTS NECESSARY TO IMPLEMENTATION OF STOCK SWAP MERGER.	Mgmt	For	For
II	TO AMEND THE HEAD OF SECTION 5 OF THE COMPANY’S BYLAWS IN ORDER TO REFLECT ANY CAPITAL INCREASES APPROVED WITHIN THE LIMITS OF THE AUTHORIZED CAPITAL AND RATIFIED BY THE BOARD OF DIRECTORS UP TO THE DATE OF THE EXTRAORDINARY GENERAL MEETING.	Mgmt	For	For

III	IF THE STOCK SWAP MERGER IS APPROVED, TO CANCEL ALL SHARES ISSUED BY THE COMPANY AND HELD IN TREASURY ON THE DATE OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING, WITHOUT REDUCING THE VALUE OF THE CAPITAL STOCK OF THE COMPANY, AMENDING THE HEAD OF SECTION 5 OF THE BYLAWS.	Mgmt	For	For
IV	IN ORDER TO REFLECT THE AMENDMENTS PROPOSED IN ITEMS (II) AND (III) ABOVE, TO RESTATE THE BYLAWS OF THE COMPANY ACCORDING TO THE MANAGEMENT PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

DAIRY FARM INTERNATIONAL HOLDINGS LTD (BERMUDAS)

Security:	G2624N153	Agenda Number:	705025814
Ticker:		Meeting Type:	SGM
ISIN:	BMG2624N1535	Meeting Date:	4/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	The proposed transfer of the company’s listing segment from premium to standard on the London Stock Exchange	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

DAIRY FARM INTERNATIONAL HOLDINGS LTD (BERMUDAS)

Security:	G2624N153	Agenda Number:	705110839
Ticker:		Meeting Type:	AGM
ISIN:	BMG2624N1535	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS AND THE INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31ST DECEMBER 2013, AND TO DECLARE A FINAL DIVIDEND	Mgmt	For	For
2	TO RE-ELECT NEIL GALLOWAY AS A DIRECTOR	Mgmt	Against	Against
3	TO RE-ELECT SIMON KESWICK AS A DIRECTOR	Mgmt	Against	Against
4	TO RE-ELECT Dr GEORGE C.G. KOO AS A DIRECTOR	Mgmt	Against	Against
5	TO RE-ELECT LORD LEACH OF FAIRFORD AS A DIRECTOR	Mgmt	Against	Against

6	TO RE-ELECT JAMES RILEY AS A DIRECTOR	Mgmt	Against	Against
7	TO RE-APPOINT THE AUDITORS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Mgmt	For	For
8	THAT (A) THE EXERCISE BY THE DIRECTORS DURING THE RELEVANT PERIOD (FOR THE PURPOSES OF THIS RESOLUTION, RELEVANT PERIOD BEING THE PERIOD FROM THE PASSING OF THIS RESOLUTION UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT AGM, OR THE EXPIRATION OF THE PERIOD WITHIN WHICH SUCH MEETING IS REQUIRED BY LAW TO BE HELD, OR THE REVOCATION OR VARIATION OF THIS RESOLUTION BY AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING) OF ALL POWERS OF THE COMPANY TO ALLOT OR ISSUE SHARES AND TO MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED, ISSUED OR DISPOSED OF DURING OR AFTER THE END OF THE RELEVANT PERIOD UP TO AN AGGREGATE NOMINAL AMOUNT OF USD25.0 MILLION, BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY APPROVED, AND (B) THE AGGREGATE NOMINAL AMOUNT OF SHARE CONTD	Mgmt	For	For
CONT	CONTD CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED WHOLLY FOR CASH (WHETHER PURSUANT TO AN OPTION OR OTHERWISE) BY THE DIRECTORS PURSUANT TO THE APPROVAL IN PARAGRAPH (A), OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE (FOR THE PURPOSES OF THIS RESOLUTION, RIGHTS ISSUE BEING AN OFFER OF SHARES OR OTHER SECURITIES TO HOLDERS OF SHARES OR OTHER SECURITIES ON THE REGISTER ON A FIXED RECORD DATE IN PROPORTION TO THEIR THEN HOLDINGS OF SUCH SHARES OR OTHER SECURITIES OR OTHERWISE IN ACCORDANCE WITH THE RIGHTS ATTACHING THERETO (SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS UNDER THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNIZED REGULATORY BODY OR ANY STOCK EXCHANGE IN, ANY CONTD	Non-Voting
CONT	CONTD TERRITORY)), OR THE ISSUE OF SHARES PURSUANT TO THE COMPANYS EMPLOYEE SHARE PURCHASE TRUST, SHALL NOT EXCEED USD3.8 MILLION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY	Non-Voting

9	THAT (A) THE EXERCISE BY THE DIRECTORS OF ALL POWERS OF THE COMPANY TO PURCHASE ITS OWN SHARES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, DURING THE RELEVANT PERIOD (FOR THE PURPOSES OF THIS RESOLUTION, RELEVANT PERIOD BEING THE PERIOD FROM THE PASSING OF THIS RESOLUTION UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT AGM, OR THE EXPIRATION OF THE PERIOD WITHIN WHICH SUCH MEETING IS REQUIRED BY LAW TO BE HELD, OR THE REVOCATION OR VARIATION OF THIS RESOLUTION BY AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING) BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY APPROVED, (B) THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY WHICH THE COMPANY MAY PURCHASE PURSUANT TO THE APPROVAL IN PARAGRAPH (A) OF THIS RESOLUTION SHALL BE LESS THAN 15PCT OF THE AGGREGATE NOMINAL CONTD	Mgmt	For	For
CONT	CONTD AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THIS MEETING, AND SUCH APPROVAL SHALL BE LIMITED ACCORDINGLY, AND (C) THE APPROVAL IN PARAGRAPH (A) OF THIS RESOLUTION SHALL, WHERE PERMITTED BY APPLICABLE LAWS AND REGULATIONS AND SUBJECT TO THE LIMITATION IN PARAGRAPH (B) OF THIS RESOLUTION, EXTEND TO PERMIT THE PURCHASE OF SHARES OF THE COMPANY (I) BY SUBSIDIARIES OF THE COMPANY AND (II) PURSUANT TO THE TERMS OF PUT WARRANTS OR FINANCIAL INSTRUMENTS HAVING SIMILAR EFFECT (PUT WARRANTS) WHEREBY THE COMPANY CAN BE REQUIRED TO PURCHASE ITS OWN SHARES, PROVIDED THAT WHERE PUT WARRANTS ARE ISSUED OR OFFERED PURSUANT TO A RIGHTS ISSUE (AS DEFINED IN RESOLUTION 8 ABOVE) THE PRICE WHICH THE COMPANY MAY PAY FOR SHARES PURCHASED ON EXERCISE OF PUT WARRANTS SHALL NOT EXCEED 15PCT MORE THAN THE CONTD	Non-Voting
CONT	CONTD AVERAGE OF THE MARKET QUOTATIONS FOR THE SHARES FOR A PERIOD OF NOT MORE THAN 30 NOR LESS THAN THE FIVE DEALING DAYS FALLING ONE DAY PRIOR TO THE DATE OF ANY PUBLIC ANNOUNCEMENT BY THE COMPANY OF THE PROPOSED ISSUE OF PUT WARRANTS	Non-Voting

Manning & Napier Fund, Inc. International Series

DAIWA SECURITIES GROUP INC.

Security:	J11718111	Agenda Number:	705335859
Ticker:		Meeting Type:	AGM
ISIN:	JP3502200003	Meeting Date:	6/26/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please reference meeting materials.	Non-Voting
1	Amend Articles to: Approve Revisions Related to the New Capital Adequacy Requirements—Basel III	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
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 Approve Issuance of Share Acquisition Rights as Stock Options for Corporate Officers and Employees of the Company and Affiliated Companies Mgmt For For

Manning & Napier Fund, Inc. International Series

DANONE SA, PARIS

Security:	F12033134	Agenda Number:	704995806
Ticker:		Meeting Type:	MIX
ISIN:	FR0000120644	Meeting Date:	4/29/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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 annual corporate financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
O.2	Approval of the consolidated financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
O.3	Allocation of income for the financial year ended on December 31, 2013 and setting the dividend at Euros 1.45 per share	Mgmt	For	For
O.4	Option for payment of the dividend in shares	Mgmt	For	For
O.5	Renewal of term of Mr. Bruno BONNELL as board member	Mgmt	For	For
O.6	Renewal of term of Mr. Bernard HOURS as board member	Mgmt	For	For
O.7	Renewal of term of Mrs. Isabelle SEILLIER as board member	Mgmt	For	For

O.8	Renewal of term of Mr. Jean-Michel SEVERINO as board member	Mgmt	For	For
O.9	Appointment of Mrs. Gaelle OLIVIER as board member	Mgmt	For	For
O.10	Appointment of Mr. Lionel ZINSOU-DERLIN as board member	Mgmt	For	For
O.11	Approval of the agreements pursuant to the provisions of articles L.225-38 et seq. of the commercial code	Mgmt	For	For
O.12	Approval of the agreements pursuant to the provisions of articles L.225-38 et seq. of the commercial code entered into by the company with the JP Morgan group	Mgmt	For	For
O.13	Approval of the executive officer employment agreement between Mr. Bernard HOURS and Danone trading B.V. and consequential amendments to the agreements and commitments pursuant to articles L.225-38 and L.225-42-1 of the commercial code relating to Mr. Bernard HOURS in the event of termination of his duties as corporate officer	Mgmt	For	For
O.14	Approval of the renewal of the agreements and commitments pursuant to articles L.225- 38 and L.225-42-1 of the commercial code relating to Mr. Bernard HOURS made by the company and Danone trading B.V	Mgmt	For	For
O.15	Reviewing the elements of compensation owed or paid to Mr. Franck RIBOUD, CEO for the financial year ended on December 31, 2013	Mgmt	For	For
O.16	Reviewing the elements of compensation owed or paid to Mr. Emmanuel FABER, deputy chief executive officer, for the financial year ended on December 31, 2013	Mgmt	For	For
O.17	Reviewing the elements of compensation owed or paid to Mr. Bernard HOURS, deputy chief executive officer, for the financial year ended on December 31, 2013	Mgmt	For	For
O.18	Authorization to be granted to the board of directors to purchase, keep or transfer shares of the company	Mgmt	For	For
E.19	Authorization granted to the board of directors to allocate existing shares of the company or shares to be issued with the cancellation of shareholders’ preferential subscription rights	Mgmt	For	For

E.20	Amendment to the bylaws regarding the appointment of directors representing employees within the board of directors	Mgmt	For	For
E.21	Powers to carry out all legal formalities	Mgmt	For	For
CMMT	PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0303/2014030314004 73.pdf	Non-Voting

Manning & Napier Fund, Inc. International Series

DAPHNE INTERNATIONAL HOLDINGS LTD, GEORGE TOWN

Security:	G2830J103	Agenda Number:	704687764
Ticker:		Meeting Type:	EGM
ISIN:	KYG2830J1031	Meeting Date:	8/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR RESOLUTION “1”. 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/2013/0809/LTN20130809220.pdf AND http://www.hkexnews.hk/listedco/listconews/s ehk/2013/0809/LTN20130809210.pdf	Non-Voting
1	To approve the proposed adoption of Share Option Scheme (as defined in the circular of the Company dated 9 August 2013)	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

DAPHNE INTERNATIONAL HOLDINGS LTD, GEORGE TOWN

Security:	G2830J103	Agenda Number:	705147305
Ticker:		Meeting Type:	AGM
ISIN:	KYG2830J1031	Meeting Date:	5/22/2014

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, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING	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/2014/0411/LTN20140411284.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2014/0411/LTN20140411252.pdf	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 2013	Mgmt	For	For
2	TO APPROVE AND DECLARE A FINAL DIVIDEND OF HK2.0 CENTS PER ORDINARY SHARE OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013	Mgmt	For	For
3.a	TO RE-ELECT MR. CHEN YING-CHIEH AS DIRECTOR	Mgmt	Against	Against
3.b	TO RE-ELECT MR. CHANG CHIH-CHIAO AS DIRECTOR	Mgmt	For	For
3.c	TO RE-ELECT MR. LEE TED TAK TAI 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
5.A	TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES OF THE COMPANY	Mgmt	For	For
5.B	TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH SHARES OF THE COMPANY	Mgmt	Against	Against
5.C	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

Manning & Napier Fund, Inc. International Series

DIAGEO PLC, LONDON

Security:	G42089113	Agenda Number:	704697070
Ticker:		Meeting Type:	AGM
ISIN:	GB0002374006	Meeting Date:	9/19/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Report and accounts 2013	Mgmt	For	For
2	Directors’ remuneration report 2013	Mgmt	Against	Against
3	Declaration of final dividend. That a final dividend be declared on the ordinary shares of 28101/108 pence each (‘Ordinary Share(s)’) of 29.30 pence per share for the year ended 30 June 2013	Mgmt	For	For
4	That PB Bruzelius be re-elected as a director	Mgmt	For	For
5	That LM Danon be re-elected as a director	Mgmt	For	For
6	That Lord Davies be re-elected as a director	Mgmt	For	For
7	That Ho KwonPing be re-elected as a director	Mgmt	For	For
8	That BD Holden be re-elected as a director	Mgmt	For	For
9	That Dr FB Humer be re-elected as a director	Mgmt	For	For
10	That D Mahlan be re-elected as a director	Mgmt	For	For
11	That IM Menezes be re-elected as a director	Mgmt	For	For
12	That PG Scott be re-elected as a director	Mgmt	For	For
13	Appointment of auditor: That KPMG LLP be appointed as auditor of the company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which accounts are laid before the company	Mgmt	For	For

14	Remuneration of auditor	Mgmt	For	For
15	Authority to allot shares	Mgmt	For	For
16	Disapplication of pre-emption rights	Mgmt	For	For
17	Authority to purchase own Ordinary Shares	Mgmt	For	For
18	Authority to make political donations and/or to incur political expenditure in the European Union (‘EU’): That, in accordance with sections 366 and 367 of the Act, the company and all companies that are at any time during the period for which this resolution has effect subsidiaries of the company be authorised to: a) make political donations (as defined in section 364 of the Act) to political parties (as defined in section 363 of the Act) or independent election candidates (as defined in section 363 of the Act), not exceeding GBP 200,000 in total; and b) make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act) not exceeding GBP 200,000 in total; and c) incur political expenditure (as defined in section 365 of the Act) CONTD	Mgmt	For	For
CONT	CONTD not exceeding GBP 200,000 in total; in each case during the period beginning with the date of passing this resolution and ending at the end of next year’s AGM or on 18 December 2014, whichever is the sooner, and provided that the aggregate amount of political donations and political expenditure so made and incurred by the company and its subsidiaries pursuant to this resolution shall not exceed GBP 200,000	Non-Voting
19	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

Security:	G32655105	Agenda Number:	704605178
Ticker:		Meeting Type:	AGM
ISIN:	GB00B19NLV48	Meeting Date:	7/17/2013

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	Against	Against

3	To elect Deirdre Mahlan as a director of the Company	Mgmt	For	For
4	To elect George Rose as a director of the Company	Mgmt	For	For
5	To re-elect Fabiola Arredondo as a director of the Company	Mgmt	For	For
6	To re-elect Chris Callero as a director of the Company	Mgmt	For	For
7	To re-elect Brian Cassin as a director of the Company	Mgmt	For	For
8	To re-elect Roger Davis as a director of the Company	Mgmt	For	For
9	To re-elect Alan Jebson as a director of the Company	Mgmt	For	For
10	To re-elect Sir John Peace as a director of the Company	Mgmt	For	For
11	To re-elect Don Robert as a director of the Company	Mgmt	For	For
12	To re-elect Sir Alan Rudge as a director of the Company	Mgmt	For	For
13	To re-elect Judith Sprieser as a director of the Company	Mgmt	For	For
14	To re-elect Paul Walker as a director of the Company	Mgmt	For	For
15	Re-appointment of auditors	Mgmt	For	For
16	Directors’ authority to determine the auditors’ remuneration	Mgmt	For	For

17	Directors’ authority to allot relevant securities	Mgmt	For	For
18	Directors’ authority to disapply pre-emption rights	Mgmt	For	For
19	Directors’ authority to purchase the Company’s own shares	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

F.C.C.CO.,LTD.

Security:	J1346G105	Agenda Number:	705348402
Ticker:		Meeting Type:	AGM
ISIN:	JP3166900005	Meeting Date:	6/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For
2	Amend Articles to: Adopt Reduction of Liability System for Directors, Outside Directors, Corporate Auditors and Outside Corporate Auditors	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
4	Appoint a Substitute Corporate Auditor	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

FANUC CORPORATION

Security:	J13440102	Agenda Number:	705357487
Ticker:		Meeting Type:	AGM
ISIN:	JP3802400006	Meeting Date:	6/27/2014

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: 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
3.12	Appoint a Director	Mgmt	For	For
4	Appoint a Corporate Auditor	Mgmt	For	For
5	Amend the Compensation to be received by Corporate Auditors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

FRESENIUS MEDICAL CARE AG & CO. KGAA

Security:	358029106	Agenda Number:	933986195
Ticker:	FMS	Meeting Type:	Annual
ISIN:	US3580291066	Meeting Date:	5/15/2014

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 2013	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 SUPERVISORY BOARD	Mgmt	For	For

5.	ELECTION OF THE AUDITORS AND CONSOLIDATED GROUP AUDITORS FOR FISCAL YEAR 2014	Mgmt	For	For
6.	RESOLUTION ON THE APPROVAL OF THE AMENDMENT OF AN EXISTING PROFIT AND LOSS TRANSFER AGREEMENT	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GERRESHEIMER AG, DUESSELDORF

Security:	D2852S109	Agenda Number:	705054942
Ticker:		Meeting Type:	AGM
ISIN:	DE000A0LD6E6	Meeting Date:	4/30/2014

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 09 APR 2014, 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 15 APR 2014. 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 2013	Non-Voting
2.	Approve Allocation of Income and Dividends of EUR 0.70 per Share	Mgmt	For	For

3.	Approve Discharge of Management Board for Fiscal 2013	Mgmt	For	For
4.	Approve Discharge of Supervisory Board for Fiscal 2013	Mgmt	For	For
5.	Ratify Deloitte Touche GmbH as Auditors for Fiscal 2014	Mgmt	For	For
6.	Elect Axel Herberg to the Supervisory Board	Mgmt	For	For
7.	Amend Articles Re: Remuneration of the Supervisory Board Editorial Changes	Mgmt	For	For
8.	Amend Affiliation Agreements with Subsidiary Gerresheimer Holdings GmbH	Mgmt	For	For
9.	Approve Affiliation Agreements with Subsidiary Gerresheimer Holdings GmbH	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GLAXOSMITHKLINE PLC, BRENTFORD MIDDLESEX

Security:	G3910J112	Agenda Number:	705069664
Ticker:		Meeting Type:	AGM
ISIN:	GB0009252882	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the 2013 Annual Report	Mgmt	For	For
2	To approve the Annual Remuneration Report	Mgmt	For	For
3	To approve the Remuneration Policy	Mgmt	For	For
4	To re-elect Sir Christopher Gent as a Director	Mgmt	Against	Against
5	To re-elect Sir Andrew Witty as a Director	Mgmt	For	For

6	To re-elect Professor Sir Roy Anderson as a Director	Mgmt	For	For
7	To re-elect Dr Stephanie Burns as a Director	Mgmt	For	For
8	To re-elect Stacey Cartwright as a Director	Mgmt	For	For
9	To re-elect Simon Dingemans as a Director	Mgmt	For	For
10	To re-elect Lynn Elsenhans as a Director	Mgmt	For	For
11	To re-elect Judy Lewent as a Director	Mgmt	For	For
12	To re-elect Sir Deryck Maughan as a Director	Mgmt	For	For
13	To re-elect Dr Daniel Podolsky as a Director	Mgmt	For	For
14	To re-elect Dr Moncef Slaoui as a Director	Mgmt	For	For
15	To re-elect Tom de Swaan as a Director	Mgmt	For	For
16	To re-elect Jing Ulrich as a Director	Mgmt	For	For
17	To re-elect Hans Wijers as a Director	Mgmt	For	For
18	To re-appoint auditors: PricewaterhouseCoopers LLP	Mgmt	For	For
19	To determine remuneration of auditors	Mgmt	For	For
20	To authorise the company and its subsidiaries to make donations to political organisations and incur political expenditure	Mgmt	For	For

21	To authorise allotment of shares	Mgmt	For	For
22	To disapply pre-emption rights	Mgmt	For	For
23	To authorise the company to purchase its own shares	Mgmt	For	For
24	To authorise exemption from statement of name of senior statutory auditor	Mgmt	For	For
25	To authorise reduced notice of a general meeting other than an AGM	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

GRUPO BIMBO SAB DE CV, MEXICO

Security:	P4949B104	Agenda Number:	704838094
Ticker:		Meeting Type:	OGM
ISIN:	MXP495211262	Meeting Date:	11/22/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	Presentation, discussion and, if deemed appropriate, approval of the payment of a cash dividend in the amount of MXN 0.35 for each one of the shares representative of the share capital of the company that is in circulation	Mgmt	For	For
II	Designation of special delegates	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GRUPO BIMBO SAB DE CV, MEXICO

Security:	P4949B104	Agenda Number:	705032542
Ticker:		Meeting Type:	AGM
ISIN:	MXP495211262	Meeting Date:	4/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I	Discussion, approval or amendment of the report from the board of directors that is referred to in the main part of article 172 of the General Mercantile Companies Law, including the audited financial statements of the company, consolidated with those of its subsidiary companies, for the fiscal year that ended on December 31, 2013, after the reading of the following reports, the report from the chairperson of the board of directors and general director, the one from the outside auditor and the one from the chairperson of the audit committee of the company	Mgmt	Abstain	Against

II	Presentation, discussion and, if deemed appropriate, approval of the report that is referred to in article 86, part XX, of the income tax law in effect in 2013, regarding the fulfillment of the tax obligations of the company	Mgmt	Abstain	Against
III	Presentation, discussion and, if deemed appropriate, approval of the allocation of results for the fiscal year that ended on December 31, 2013	Mgmt	Abstain	Against
IV	Election or, if deemed appropriate, ratification of the appointment of the members of the board of directors and determination of their compensation	Mgmt	Abstain	Against
V	Election or, if deemed appropriate, ratification of the appointment of the chairperson and the members of the audit committee of the company, as well as the determination of their compensation	Mgmt	Abstain	Against
VI	Presentation and, if deemed appropriate, approval of the report regarding the purchase of shares of the company, as well as the determination of the maximum amount of funds that the company can allocate to the purchase of shares of the company, in accordance with the terms of article 56, part IV, of the Securities Market Law	Mgmt	Abstain	Against
VII	Designation of special delegates	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

GRUPO BIMBO SAB DE CV, MEXICO

Security:	P4949B104	Agenda Number:	705033304
Ticker:		Meeting Type:	EGM
ISIN:	MXP495211262	Meeting Date:	4/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Presentation, discussion and, if deemed appropriate, approval of a partial amendment of the bylaws of the company in relation to their adaptation to the provisions of the securities market law	Mgmt	Abstain	Against
CMMT	17 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL 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

H & M HENNES & MAURITZ AB, STOCKHOLM

Security:	W41422101	Agenda Number:	705094631
Ticker:		Meeting Type:	AGM
ISIN:	SE0000106270	Meeting Date:	4/29/2014

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	AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION.	Non-Voting
1	OPENING OF THE AGM	Non-Voting
2	ELECTION OF A CHAIRMAN FOR THE AGM: THE LAWYER SVEN UNGER	Non-Voting
3	ADDRESS BY CEO 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

8.a	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
8.b	STATEMENT BY THE COMPANY’S AUDITOR AND THE CHAIRMAN OF THE AUDITING COMMITTEE	Non-Voting
8.c	STATEMENT BY THE CHAIRMAN OF THE BOARD ON THE WORK OF THE BOARD	Non-Voting
8.d	STATEMENT BY THE CHAIRMAN OF THE ELECTION COMMITTEE ON THE WORK OF THE ELECTION COMMITTEE	Non-Voting
9.a	ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET	Mgmt	For	For
9.b	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	Mgmt	For	For
9.c	DISCHARGE OF THE MEMBERS OF THE BOARD AND CEO FROM LIABILITY TO THE COMPANY	Mgmt	For	For
10	ESTABLISHMENT OF THE NUMBER OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS: THE ELECTION COMMITTEE PROPOSES EIGHT BOARD MEMBERS WITH NO DEPUTIES	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. NEW MEMBERS: LENA PATRIKSSON KELLER AND NIKLAS ZENNSTROM. RE- ELECTION OF THE FOLLOWING CURRENT BOARD MEMBERS: ANDERS DAHLVIG, LOTTIE KNUTSON, SUSSI KVART, STEFAN PERSSON, MELKER SCHORLING AND CHRISTIAN SIEVERT. BO LUNDQUIST HAS DECLINED RE-ELECTION. MIA BRUNELL- LIVFORS LEFT THE BOARD OF H&M AT HER OWN REQUEST AS OF THE END OF 2013. CHAIRMAN OF THE BOARD: RE- ELECTION OF STEFAN PERSSON	Mgmt	For	For

13	ESTABLISHMENT OF PRINCIPLES FOR THE ELECTION COMMITTEE AND ELECTION OF MEMBERS OF THE ELECTION COMMITTEE	Mgmt	Against	Against
14	RESOLUTION ON GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES	Mgmt	Against	Against
15	CLOSING OF THE AGM	Non-Voting

Manning & Napier Fund, Inc. International Series

HANKOOK TIRE CO LTD, SEOUL

Security:	Y3R57J108	Agenda Number:	705008705
Ticker:		Meeting Type:	AGM
ISIN:	KR7161390000	Meeting Date:	3/28/2014

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

Manning & Napier Fund, Inc. International Series

HERO MOTOCORP LTD

Security:	Y3179Z146	Agenda Number:	704690064
Ticker:		Meeting Type:	AGM
ISIN:	INE158A01026	Meeting Date:	9/11/2013

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, 2013 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 INR 60 per Equity Share on 19,96,87,500 Equity Shares of INR 2 each for the financial year 2012-13	Mgmt	For	For
3	To appoint a Director in place of Dr. Pritam Singh, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For
4	To appoint a Director in place of Mr. M. Damodaran, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For

5	To appoint a Director in place of Mr. Paul Edgerley, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
6	To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 015125N) the retiring Auditors, to hold office 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	Mgmt	For	For
7	Resolved that pursuant to the provisions of Sections 309, 310 and other applicable provisions, if any, of the Companies Act, 1956, (“the Act”) a sum not exceeding 0.10% per annum of the Net Profits of the Company calculated in accordance with provisions of Sections 198, 349 and 350 of the Act, be paid to and distributed amongst the Non-Executive and Independent Directors of the Company in such amount, proportion, manner and in all respects as may be directed by the Board of Directors (“Board”) and such payments shall be made in respect of the Net Profits of the Company for each financial year for a period of 5 (five) years renewed from the financial year ended March 31, 2013 in addition to Sitting Fee for attending the meetings of the Board or any Committee thereof	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HITACHI,LTD.

Security:	J20454112	Agenda Number:	705335722
Ticker:		Meeting Type:	AGM
ISIN:	JP3788600009	Meeting Date:	6/20/2014

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	Against	Against

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
1.11	Appoint a Director	Mgmt	Against	Against
1.12	Appoint a Director	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HONG LEONG FINANCIAL GROUP BHD

Security:	Y36592106	Agenda Number:	704756862
Ticker:		Meeting Type:	AGM
ISIN:	MYL1082OO006	Meeting Date:	10/29/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To approve the payment of Directors’ fees of RM320,000 for the financial year ended 30 June 2013 (2012: RM445,410), 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: Mr Choong Yee How	Mgmt	For	For
3	To re-elect the following retiring Director: Ms Lim Lean See	Mgmt	For	For
4	That YBhg Tan Sri Quek Leng Chan, 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	Against	Against

5	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	For	For
6	To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and authorise the Directors to fix their remuneration	Mgmt	For	For
7	Authority to Directors to Issue Shares	Mgmt	For	For
8	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
9	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
10	Proposed Establishment of an Executive Share Grant Scheme	Mgmt	Against	Against
11	Proposed Allocation of Grants to Mr Choong Yee How	Mgmt	Against	Against
12	Proposed Allocation of Grants to Mr Quek Kon Sean	Mgmt	Against	Against
13	Proposed Amendments to the Articles of Association of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

HUGO BOSS AG, METZINGEN

Security:	D34902102	Agenda Number:	705108113
Ticker:		Meeting Type:	AGM
ISIN:	DE000A1PHFF7	Meeting Date:	5/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	PLEASE NOTE THAT BY JUDGEMENT OF OLG COLOGNE RENDERED ON JUNE 6, 2012, ANY SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF 3 PERCENT 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 WITH THE RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE FURTHER INFORMATION WHETHER OR NOT SUCH BO REGISTRATION WILL BE CONDUCTED FOR YOUR CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR CSR.	Non-Voting
	THE SUB CUSTODIANS HAVE ADVISED THAT VOTED SHARES ARE NOT BLOCKED FOR TRADING PURPOSES I.E. THEY ARE ONLY UNAVAILABLE FOR SETTLEMENT. REGISTERED SHARES WILL BE DEREGISTERED AT THE DEREGISTRATION DATE BY THE SUB CUSTODIANS. 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. PLEASE CONTACT YOUR CSR FOR FURTHER INFORMATION.	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 28 APR 2014. 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 HUGO BOSS AG AND THE APPROVED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD ENDING 31 DECEMBER 2013, THE CONSOLIDATED REPORT OF THE MANAGING BOARD FOR HUGO BOSS AG AND FOR THE HUGO BOSS GROUP FOR THE 2013 FINANCIAL YEAR, THE REPORT OF THE SUPERVISORY BOARD, THE PROPOSAL OF THE MANAGING BOARD FOR THE APPROPRIATION OF THE NET PROFIT FOR THE 2013 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 2013 FINANCIAL YEAR	Non-Voting
2.	RESOLUTION ON THE APPROPRIATION OF THE NET PROFIT FOR THE 2013 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 2013 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 2013 FINANCIAL YEAR	Mgmt	For	For
5.	APPOINTMENT OF AUDITORS AND GROUP AUDITORS FOR THE 2014 FINANCIAL YEAR AS WELL AS OF AUDITORS FOR THE REVIEW (PRUFERISCHE DURCHSICHT) OF THE CONDENSED FINANCIAL STATEMENTS AND OF THE INTERIM REPORT OF THE MANAGING BOARD FOR THE FIRST HALF OF THE 2014 FINANCIAL YEAR: ERNST & YOUNG GMBH WIRTSCHAFTSPRUFUNGSGESELLSCHAF T	Mgmt	For	For
6.	RESOLUTION ON THE CANCELLATION OF THE AUTHORISED CAPITAL PURSUANT TO SECT. 4 (4) OF THE ARTICLES OF ASSOCIATION AND THE CREATION OF NEW AUTHORISED CAPITAL WITH THE OPTION TO EXCLUDE SHAREHOLDERS’ PRE-EMPTIVE RIGHTS AND ON A CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

INDIAN HOTELS CO LTD, MUMBAI

Security:	Y3925F147	Agenda Number:	704646213
Ticker:		Meeting Type:	AGM
ISIN:	INE053A01029	Meeting Date:	8/2/2013

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, 2013, and the Balance Sheet as at that date, together with the Reports of the Board of Directors and the Auditors thereon	Mgmt	For	For
2	To declare a dividend on Ordinary shares: Recommended a dividend of Rs. 0.8 per ordinary equity share of Rs. 1 each fully paid up of the company (previous year Rs. 1 per ordinary equity share of Rs. 1 each fully paid up)	Mgmt	For	For
3	To appoint a Director in place of Mr. Deepak Parekh, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against
4	To appoint a Director in place of Mr. Shapoor Mistry, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against
5	To re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm No. 117366W), and M/s. PKF Sridhar & Santhanam, Chartered Accountants (Firm No. 003990S) as the Joint Auditors for the current year and authorise the Board of Directors to fix their remuneration	Mgmt	For	For
6	Appointment of Mr. Cyrus P. Mistry as a Director of the Company	Mgmt	Against	Against
7	Appointment of Mr. Guy Lindsay Macintyre Crawford as a Director of the Company	Mgmt	For	For
8	Re-appointment of Mr. Raymond N. Bickson as Managing Director of the Company	Mgmt	For	For
9	Re-appointment of Mr. Anil P. Goel as a Whole-time Director of the Company	Mgmt	For	For
10	Re-appointment of Mr. Abhijit Mukerji as a Whole-time Director of the Company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

INDIAN HOTELS CO LTD, MUMBAI

Security:	Y3925F147	Agenda Number:	705212974
Ticker:		Meeting Type:	OTH
ISIN:	INE053A01029	Meeting Date:	5/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 308371 DUE TO CHANGE IN AGENDA. 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	RE-CLASSIFICATION OF THE AUTHORIZED SHARE CAPITAL	Mgmt	For	For
2	AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY: CLAUSE V	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LIMITED

Security:	ADPV20206	Agenda Number:	704667433
Ticker:		Meeting Type:	OTH
ISIN:	IN9175A01010	Meeting Date:	8/14/2013

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	Authority for divestment of Wind Power Generation business (undertaking) of the Company along with all assets and liabilities including all Licenses, Permits, Consents etc. as a ‘going concern’ and on a ‘slump sale’ basis u/s 293 (1) (a) of the Companies Act, 1956	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LIMITED

Security:	ADPV20206	Agenda Number:	704719333
Ticker:		Meeting Type:	AGM
ISIN:	IN9175A01010	Meeting Date:	9/27/2013

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, 2013 (including Balance Sheet as at 31st March, 2013 and Consolidated Balance Sheet as at 31st March, 2013, 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 Auditor’s 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. R Swaminathan, who retires by rotation and being eligible offers himself for re- appointment as Director	Mgmt	For	For
4	To appoint a Director in place of Smt. Radhika Pereira who retires by rotation and being eligible offers herself for re-appointment as Director	Mgmt	For	For
5	Resolved pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, that M/s. Haribhakti and Company, Chartered Accountants, Mumbai, the retiring Auditors of the Company be and are hereby reappointed as Statutory Auditors of the Company upto the conclusion of the 27th Annual General Meeting on remuneration as may decided between Managing Director and Partner of Haribhakti & Co., and reimbursement of out of pocket expenses as may be incurred during the course of the audit	Mgmt	Abstain	Against
6.A	Resolved pursuant to Clause 21.4 of the Employees Stock Option Plan, 2005 (ESOP, 2005) and in partial modification to the earlier resolutions passed on 30-5- 2006 and 26-3- 2009 on the subject and to approve the ESOP, 2005 and pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, that approval of the Company be and is hereby given to the following modifications, (not being prejudicial to the interests of the grantees of the Stock Options) to the ESOP, 2005 and the terms of issue of stock options already granted pursuant to such Plan”. As specified. Resolved further that the Board and/ or the Compensation Committee be and is hereby authorized to take such steps to give effect to and that which CONTD	Mgmt	Against	Against
CONT	CONTD are incidental or consequent to the amendments made to the Plan and the issue terms of the Stock Options including issuance of necessary documents to the employees, filings of documents with authorities and such other steps or acts as the Board/ Compensation Committee deem fit for this purpose	Non-Voting

6.B	Resolved pursuant to Clause 21.4 of the Employees Stock Option Plan, 2011 (ESOP, 2011) and in partial modification to the earlier resolution passed on 30.09.2011 to approve the ESOP, 2011 and pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, that approval of the Company be and is hereby given to the following modifications, (not being prejudicial to the interests of the grantees of the Stock Options) to the ESOP, 2011 and the terms of issue of stock options to be granted pursuant to such Plan”. i) Clause 6.3(O) of the ESOP- 2011 be and is hereby modified by deleting the words “Purchase” and “or from the secondary market” appearing in the Clause. revised Clause 6.3(O) of ESOP-2011 to read CONTD	Mgmt	Against	Against
CONT	CONTD as follows “6.3(O) set up a Trust for administration of the options and provide, interalia, for grant of options to the Trust, provide for power to Trust to subscribe shares through exercise of options, for issue/ transfer of shares to the Employees on exercise of options”. “Resolved further that the Board and/ or the Compensation Committee be and is hereby authorized to take such steps to give effect to and that which are incidental or consequent to the amendments made to the Plan and the issue terms of the Stock Options including issuance of necessary documents to the employees, filings of documents with authorities and such other steps or acts as the Board/ Compensation Committee deem fit for this purpose”	Non-Voting

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD

Security:	Y42531148	Agenda Number:	704645704
Ticker:		Meeting Type:	OTH
ISIN:	INE175A01038	Meeting Date:	8/14/2013

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	Authority for divestment of Wind Power Generation business (undertaking) of the Company along with all assets and liabilities including all Licenses, Permits, Consents etc. as a ‘going concern’ and on a ‘slump sale’ basis u/s 293 (1) (a) of the Companies Act, 1956	Mgmt	Abstain	Against

Manning & Napier Fund, Inc. International Series

JAIN IRRIGATION SYSTEMS LTD

Security:	Y42531148	Agenda Number:	704720108
Ticker:		Meeting Type:	AGM
ISIN:	INE175A01038	Meeting Date:	9/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 229430 DUE TO SPLITTING OF RESOLUTION 6. 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, consider and adopt the Audited Accounts for the year ended 31st March, 2013 (including Balance Sheet as at 31st March, 2013 and Consolidated Balance Sheet as at 31st March, 2013, 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 Auditor’s 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. R Swaminathan, who retires by rotation and being eligible offers himself for re- appointment as Director	Mgmt	For	For
4	To appoint a Director in place of Smt. Radhika Pereira who retires by rotation and being eligible offers herself for re-appointment as Director	Mgmt	For	For
5	Resolved pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, that M/s. Haribhakti and Company, Chartered Accountants, Mumbai, the retiring Auditors of the Company be and are hereby re-appointed as Statutory Auditors of the Company upto the conclusion of the 27th Annual General Meeting on remuneration as may decided between Managing Director and Partner of Haribhakti & Co., and reimbursement of out of pocket expenses as may be incurred during the course of the audit	Mgmt	Abstain	Against
6A	Resolved pursuant to Clause 21.4 of the Employees Stock Option Plan, 2005 (ESOP, 2005) and in partial modification to the earlier resolutions passed on 30-5-2006 and 26-3- 2009 on the subject and to approve the ESOP, 2005 and pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, that approval of the Company be and is hereby given to the following modifications, (not being prejudicial to the interests of the grantees of the Stock Options) to the ESOP, 2005 and the terms of issue of stock options already granted pursuant to such Plan. i) Clause 10—Exercise Price (ESOP—2005): a) Set I: 10% discount to the Market Price; b) Set II: 25% discount to the Market Price. However Options cannot be Granted to the Grantee with this Exercise price after 180 days from the Effective date. (Expired on 8th November, 2006) be and is hereby amended to read as follows: a) Set I: 10% discount to the Market Price (closing price on BSE/NSE) ruling on the date when this resolution is passed by the Shareholders on 27-9-2013 or	Mgmt	Against	Against

	such date as may be decided by Compensation Committee, and it shall be applicable to all options which have been vested but not yet exercised by the grantees thereof; ii) Clause 24—Term of the Plan: Add Clause 24.4 as follows in ESOP—2005: 24.4—The vested but unexercised options on 10th anniversary of the ESOP—2005 i.e. 12th May, 2016, shall lapse and shall be inoperative. Resolved further that the Board and/ or the Compensation Committee be and is hereby authorized to take such steps to give effect to and that which are incidental or consequent to the amendments made to the Plan and the issue terms of the Stock Options including issuance of necessary documents to the employees, filings of documents with authorities and such other steps or acts as the Board/ Compensation Committee deem fit for this purpose
6B	Resolved pursuant to Clause 21.4 of the Employees Stock Option Plan, 2011 (ESOP, 2011) and in partial modification to the earlier resolution passed on 30.09.2011 to approve the ESOP, 2011 and pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, that approval of the Company be and is hereby given to the following modifications, (not being prejudicial to the interests of the grantees of the Stock Options) to the ESOP, 2011 and the terms of issue of stock options to be granted pursuant to such Plan. i) Clause 6.3(O) of the ESOP—2011 be and is hereby modified by deleting the words “Purchase” and “or from the secondary market” appearing in the Clause. Revised Clause 6.3(O) of ESOP—2011 to read as follows: 6.3(O) set up a Trust for administration of the options and provide, interalia, for grant of options to the Trust, provide for power to Trust to subscribe shares through exercise of options, for issue/ transfer of shares to the Employees on exercise of options. Resolved further that the Board and/ or the Compensation Committee be and is hereby authorized to take such steps to give effect to and that which are incidental or consequent to the amendments made to the Plan and the issue terms of the Stock Options including issuance of necessary documents to the employees, filings of documents with authorities and such other steps or acts as the Board/ Compensation Committee deem fit for this purpose	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KAO CORPORATION

Security:	J30642169	Agenda Number:	704992456
Ticker:		Meeting Type:	AGM
ISIN:	JP3205800000	Meeting Date:	3/28/2014

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
3	Appoint a Corporate Auditor	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KERING, PARIS

Security:	F5433L103	Agenda Number:	705079300
Ticker:		Meeting Type:	MIX
ISIN:	FR0000121485	Meeting Date:	5/6/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	11 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0328/2014032814008 03.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0411/2014041114010 79.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 for the 2013 financial year	Mgmt	For	For
O.2	Approval of the consolidated financial statements for the 2013 financial year	Mgmt	For	For
O.3	Allocation of income and dividend distribution of EUR 3.75 per share	Mgmt	For	For
O.4	Agreements pursuant to Articles L.225-38 et seq. of the Commercial Code	Mgmt	For	For
O.5	Appointment of Mrs. Daniela Riccardi as Board member	Mgmt	For	For
O.6	Renewal of term of Mrs. Laurence Boone as Board member	Mgmt	For	For
O.7	Renewal of term of Mrs. Yseulys Costes as Board member	Mgmt	Against	Against
O.8	Setting the amount of attendance allowances to be allocated to the Board of Directors	Mgmt	For	For
O.9	Review of the compensation owed or paid to Mr. Francois-Henri Pinault, President and CEO during the 2013 financial year	Mgmt	For	For
O.10	Review of the compensation owed or paid to Mr. Jean-Francois Palus, Managing Director during the 2013 financial year	Mgmt	For	For
O.11	Renewal of term of the Firm Deloitte & Associes as principal Statutory Auditor	Mgmt	For	For
O.12	Renewal of term of the Firm BEAS as deputy Statutory Auditor	Mgmt	For	For
O.13	Authorization to trade in Company’s shares	Mgmt	For	For

E.14	Amendment to Article 10 of the bylaws to determine the terms of appointment of Directors representing employees in accordance with the Act of June 14th, 2013 relating to job security	Mgmt	For	For
E.15	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

KEYENCE CORPORATION

Security:	J32491102	Agenda Number:	705336445
Ticker:		Meeting Type:	AGM
ISIN:	JP3236200006	Meeting Date:	6/12/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve Appropriation of Surplus	Mgmt	For	For
2	Amend Articles to: Adopt Reduction of Liability System for Directors, Outside Directors, Corporate Auditors and Outside Corporate Auditors	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
4	Appoint a Corporate Auditor	Mgmt	Against	Against
5	Amend the Compensation to be received by Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

KIRIN HOLDINGS COMPANY, LIMITED

Security:	497350108	Agenda Number:	704996113
Ticker:		Meeting Type:	AGM
ISIN:	JP3258000003	Meeting Date:	3/27/2014

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

3.1	Appoint a Corporate Auditor	Mgmt	For	For
3.2	Appoint a Corporate Auditor	Mgmt	For	For
4	Approve Payment of Bonuses to Corporate Officers	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

KOMERI CO., LTD.

Security:	J3590M101	Agenda Number:	705389256
Ticker:		Meeting Type:	AGM
ISIN:	JP3305600003	Meeting Date:	6/27/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Amend Articles to: Expand Business Lines	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 Continuance of Policy regarding Large-scale Purchases of Company Shares (Anti-Takeover Defense Measures)	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

LARSEN & TOUBRO LTD

Security:	Y5217N159	Agenda Number:	704600623
Ticker:		Meeting Type:	OTH
ISIN:	INE018A01030	Meeting Date:	7/3/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 209719 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	Ordinary Resolution for issue of Bonus Shares in the ratio of One Bonus Equity Share of Rs. 2/-for every Two Fully paid-up Equity Shares of Rs. 2/-each, by Capitalisation of Reserves pursuant to Article 153 of Articles of Association and Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

LARSEN & TOUBRO LTD

Security:	Y5217N159	Agenda Number:	704656365
Ticker:		Meeting Type:	CRT
ISIN:	INE018A01030	Meeting Date:	8/12/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR RESOLUTION “1”. THANK YOU.	Non-Voting
1	For the purpose of considering and if thought fit, approving, with or without modification(s), the proposed scheme of arrangement, which inter alia provides for the transfer of the Transferred Undertaking of the Transferor Company as a going concern to the Transferee Company and the consequent payment of a cash Consideration by the Transferee Company to the Transferor Company under Section 391-394 and other applicable provisions of the Act, with effect from 1st of April, 2013 (hereinafter referred to as the “Scheme”) and at such meeting and any adjournment thereof	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

LARSEN & TOUBRO LTD

Security:	Y5217N159	Agenda Number:	704665592
Ticker:		Meeting Type:	AGM
ISIN:	INE018A01030	Meeting Date:	8/22/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To consider and adopt the Balance Sheet as at March 31, 2013, 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: Dividend of Rs. 18.50/- per share	Mgmt	For	For
3	Mrs. Bhagyam Ramani due to retire by rotation at this Annual General Meeting is not being re-appointed 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
4	To appoint a Director in place of Mr. Subodh Bhargava, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against
5	Resolved that Mr. Shailendra Roy be and is hereby appointed as a Director retiring by rotation	Mgmt	Against	Against
6	Resolved that Mr. R. Shankar Raman be and is hereby appointed as a Director retiring by rotation	Mgmt	Against	Against
7	To appoint a Director in place of Mr. M. M. Chitale, who retires by rotation and is eligible for re-appointment	Mgmt	Against	Against

8	Resolved that Mr. M. Damodaran who was appointed as an Additional Director and holds office up to the date of this Annual General Meeting of the Company, and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a Director	Mgmt	Against	Against
9	Resolved that Mr. Vikram Singh Mehta who was appointed as an Additional Director and holds office up to the date of this Annual General Meeting of the Company, and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a Director	Mgmt	For	For
10	Resolved that in supersession of all previous resolutions in this regard and in accordance with the provisions of Section 81(1 A) 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	Mgmt	For	For
	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
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 CONTD	Non-Voting

CONT	CONTD Securities 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 CONTD	Non-Voting
CONT	CONTD issue/ conversion/ exercise/ 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 CONTD	Non-Voting
CONT	CONTD Board decides to open the proposed issue ii) 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 CONTD	Non-Voting

CONT	CONTD absolute discretion, deem necessary or desirable 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 CONTD	Non-Voting
CONT	CONTD all such arrangements, agreements, memoranda, documents, etc. with 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 CONTD	Non-Voting
CONT	CONTD limits and any of the documents and papers in connection with the 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
11	Resolved that clause 3(b) in the Explanatory Statement to item no. 10 relating to ‘Commission’ of the Managerial Personnel, approved by the members at the Annual General Meeting held on August 26, 2011 be substituted with the following clause b Commission: On the operating net profits after tax of the Company and excluding extraordinary/ exceptional profits or losses arising from sale of business/ assets, sale of shares in Subsidiary & Associate Companies/ Special Purpose Vehicles/ Joint Ventures and also from sale of strategic investments/ adjustment in valuation of strategic investments, to be fixed by the Board, Upto 0.40% p.a. for Executive Chairman, Upto 0.30% p.a. for Chief Executive Officer & Managing Director, Upto 0.25% for Deputy Managing Director, if any, Upto 0.20% p.a. for Whole-time Directors	Mgmt	For	For

12 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 reappointment, 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 Hundred and Eight Lakh Only), exclusive of service tax, traveling and other out of pocket expenses Mgmt Against Against

Manning & Napier Fund, Inc. International Series

LATAM AIRLINES GROUP S.A.

Security:	51817R106	Agenda Number:	933979330
Ticker:	LFL	Meeting Type:	Annual
ISIN:	US51817R1068	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND FINANCIAL STATEMENTS OF THE COMPANY.	Mgmt	For	For
2.	ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS.	Mgmt	Abstain	Against
3.	THE COMPENSATION TO BE PAID TO THE COMPANY’S BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	Abstain	Against
4.	THE COMPENSATION TO BE PAID TO THE COMPANY’S AUDIT COMMITTEE AND ITS BUDGET FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	Abstain	Against
5.	THE APPOINTMENT OF THE EXTERNAL AUDITING FIRM AND RISK RATING AGENCIES FOR THE COMPANY; AND THE REPORTS ON THE MATTERS INDICATED IN SECTION XVI OF COMPANIES LAW 18,046.	Mgmt	For	For
6.	INFORMATION ON THE COST OF PROCESSING, PRINTING AND SENDING THE INFORMATION INDICATED IN CIRCULAR 1816 OF THE SECURITIES AND INSURANCE COMMISSION.	Mgmt	For	For
7.	DESIGNATION OF THE NEWSPAPER IN WHICH THE COMPANY WILL MAKE PUBLICATIONS.	Mgmt	For	For
8.	OTHER MATTERS OF CORPORATE INTEREST WITHIN THE PURVIEW OF A REGULAR SHAREHOLDERS MEETING OF THE COMPANY.	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

LG ELECTRONICS INC, SEOUL

Security:	Y5275H177	Agenda Number:	704981023
Ticker:		Meeting Type:	AGM
ISIN:	KR7066570003	Meeting Date:	3/14/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of financial statement	Mgmt	For	For
2	Election of 2 inside directors: Bon Jun Koo, Do Hyun Jung, election of 1 other non- executive director: Yoo Sik Kang	Mgmt	For	For
3	Approval of limit of remuneration for directors	Mgmt	For	For
CMMT	27 FEB 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO THE TEXT OF 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

LINDE AG, MUENCHEN

Security:	D50348107	Agenda Number:	705120323
Ticker:		Meeting Type:	AGM
ISIN:	DE0006483001	Meeting Date:	5/20/2014

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 29 APR 2014, 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 05052014. 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 LINDE AKTIENGESELLSCHAFT AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013, THE COMBINED MANAGEMENT REPORT FOR LINDE AKTIENGESELLSCHAFT AND THE GROUP INCLUDING THE EXPLANATORY REPORT ON THE INFORMATION PURSUANT TO SECTION 289 PARA. 4 AND SECTION 315 PARA. 4 GERMAN COMMERCIAL CODE AS WELL AS THE REPORT OF THE SUPERVISORY BOARD	Non-Voting
2.	RESOLUTION ON THE APPROPRIATION OF THE BALANCE SHEET PROFIT (DIVIDEND PAYMENT): PAYMENT OF A DIVIDEND OF EUR 3.00 PER NO-PAR- VALUE SHARE ENTITLED TO A DIVIDEND	Mgmt	For	For
3.	RESOLUTION ON THE DISCHARGE OF THE ACTIONS OF THE EXECUTIVE BOARD MEMBERS	Mgmt	For	For
4.	RESOLUTION ON THE DISCHARGE OF THE ACTIONS OF THE SUPERVISORY BOARD MEMBERS	Mgmt	For	For
5.	RESOLUTION ON THE APPOINTMENT OF PUBLIC AUDITORS: KPMG AG	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MAPFRE, SA, MADRID

Security:	E3449V125	Agenda Number:	704965613
Ticker:		Meeting Type:	AGM
ISIN:	ES0124244E34	Meeting Date:	3/14/2014

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 15 MAR 2014. 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 2013	Mgmt	For	For

2	Approve the Board of Directors’ management during financial year 2013	Mgmt	For	For
3	Ratify the appointment of Ms. Catalina Minarro Brugarolas as an Independent Director, agreed by the Board of Directors on 30th October 2013 by co-optation to fill the vacancy resulting from the stepping down of Mr. Francisco Ruiz Risueno, and elect her for a four-year period	Mgmt	For	For
4	Re-elect for another four-year period Mr. Antonio Huertas Mejias as an Executive Director	Mgmt	Against	Against
5	Re-elect for another four-year period Mr. Francisco Vallejo Vallejo as a Nominee Director	Mgmt	For	For
6	Re-elect for another four-year period Mr. Rafael Beca Borrego as an Independent Director, effective on 29th December 2014, the date on which his term of office expires	Mgmt	For	For
7	Re-elect for another four-year period Mr. Rafael Fontoira Suris as an Independent Director	Mgmt	For	For
8	Re-elect for another four-year period Mr. Andres Jimenez Herradon as a Nominee Director	Mgmt	For	For
9	Re-elect for another four-year period Mr. Rafael Marquez Osorio as a Nominee Director, effective on 29th December 2014, the date on which his term of office expires	Mgmt	For	For
10	Re-elect for another four-year period Ms. Francisca Martin Tabernero as an Independent Director	Mgmt	For	For
11	Re-elect for another four-year period Mr. Matias Salva Bennasar as an Independent Director. These proposed ratifications and re- elections have received the endorsement of the Appointments and Remuneration Committee and shall be understood as approved, where appropriate, without	Mgmt	For	For
	prejudice to the fulfilment of the statutory requirements and the corporate governance rules

12	Approve the distribution of earnings corresponding to financial year 2013 proposed by the Board of Directors, and accordingly distribute a total dividend of EUR 0.13 gross per share to shares numbers 1 to 3,079,553,273, both inclusive. Part of this dividend, in the sum of EUR 0.05 gross per share, was paid out following a resolution passed by the Board of Directors on 30th October 2013, and the rest, up to the agreed total of EUR 0.08 gross per share, shall be paid on a date to be determined by the Board of Directors, within the period from 1st May and 30th June 2014	Mgmt	For	For
13	Endorse the Annual report on Directors’ remuneration, which shall be submitted to the Annual General Meeting for consultation purposes. The aforementioned Annual report on Directors’ remuneration has received the endorsement of the Appointments and Remuneration Committee	Mgmt	Against	Against
14	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 2014, although this appointment may be revoked by the Annual General Meeting before the end of said period if a justifiable reason for doing so exists	Mgmt	For	For
15	Delegate the broadest powers in favour of the Chairman and the 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
16	Authorise the Board of Directors to clarify and interpret the preceding Resolutions	Mgmt	For	For
17	Thank those involved in the management of the company for their loyal cooperation during this financial year	Mgmt	For	For
CMMT	20 FEB 2014:SHAREHOLDERS MAY ONLY ATTEND IN THE SHAREHOLDERS MEETING IF THEY HOLD VOTING RIGHTS OF A MINIMUM OF 1500SHARES	Non-Voting
CMMT	04-MAR-2014: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM OGM TO AGM. THANK YOU.	Non-Voting

CMMT 04-MAR-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT 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. International Series

MARUTI SUZUKI INDIA LTD

Security:	Y7565Y100	Agenda Number:	704673587
Ticker:		Meeting Type:	AGM
ISIN:	INE585B01010	Meeting Date:	8/27/2013

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 2013 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: The board recommends a dividend of INR8 (eight) per equity share of INR5 each for the year ended 31st March 2013 amounting to INR2,417 million	Mgmt	For	For
3	To appoint a director in place of Mr. D.S. Brar, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For
4	To appoint a director in place of Mr. Amal Ganguli, who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
5	To appoint a director in place of Mr. Keiichi Asai, who retires by rotation and being eligible, offers himself 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 32nd annual general meeting upto the conclusion of the 33rd 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 Mr. Kenichi Ayukawa as Managing Director & Chief Executive Officer	Mgmt	For	For
8	Appointment of Mr. Toshiaki Hasuike as Joint Managing Director	Mgmt	For	For

9	Appointment of Mr. R.P. Singh as Director	Mgmt	For	For
10	Payment towards stay and other related expenses of Mr. Shinzo Nakanishi, Director	Mgmt	For	For
CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION NO. 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

MEDIASET ESPANA COMUNICACION SA., MADRID

Security:	E7418Y101	Agenda Number:	705009909
Ticker:		Meeting Type:	OGM
ISIN:	ES0152503035	Meeting Date:	4/9/2014

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 10 APRIL 2014. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.	Non-Voting
1	Review and approval of annual accounts and management report	Mgmt	For	For
2	Distribution of profit for 2013	Mgmt	For	For
3	Review and approval of the management of the company’s business by the board during 2013	Mgmt	For	For
4.1.1	Re-election of director: Mr. Alejandro Echevarria Busquet	Mgmt	For	For
4.1.2	Re-election of director: Mr. Fedele Confalonieri	Mgmt	Against	Against
4.1.3	Re-election of director: Mr. Giuliano Adreani	Mgmt	Against	Against
4.1.4	Re-election of director: Mr. Alfredo Messina	Mgmt	For	For

4.1.5	Re-election of director: Mr. Marco Giordani	Mgmt	For	For
4.1.6	Re-election of director: Mr. Paolo Vasile	Mgmt	For	For
4.1.7	Re-election of director: Mr. Giuseppe Tringali	Mgmt	For	For
4.1.8	Re-election of director: Mrs. Helena Revoredo Delvecchio	Mgmt	For	For
4.2	Appoint of new member of the board for a term of 5 years to Mr. Mario Rodriguez Valderas	Mgmt	For	For
5	Determination of maximum overall remuneration payable to directors	Mgmt	For	For
6	Awarding company shares to directors as part of their remuneration	Mgmt	For	For
7	Implementation of remuneration scheme for executive directors and senior managers	Mgmt	Against	Against
8	Authorisation to buy back shares	Mgmt	For	For
9	Annual remuneration policy report for 2013	Mgmt	Against	Against
10	Delegation of powers	Mgmt	For	For
CMMT	11 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO THE TEXT OF RESOLUTION 4.1.6 AND CHANGE IN MEETING TYPE FROM AGM TO OGM AND RECORD DATE FROM 04 APR TO 02 APR 2014. 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

MILLS ESTRUTURAS E SERVICOS DE ENGENHARIA SA, RIO

Security:	P6799C108	Agenda Number:	704926394
Ticker:		Meeting Type:	EGM
ISIN:	BRMILSACNOR2	Meeting Date:	2/25/2014

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 amendment of the main part of Article 5 of the corporate bylaws of the company to adapt it to the resolutions of the board of Directors of the company that were passed on April 2, 2012, April 24, 2012, June 21, 2012, July 2, 2012, August 9, 2012, November 12, 2012, February 8, 2013, April 10, 2013, May 9, 2013, May 22, 2013, August 15, 2013, November 1, 2013, November 14, 2013, and January 10, 2014, which approved, as the case may be, a. the increase of the share capital of the company within the authorized capital limit and b. the cancellation of common, nominative shares of the company, with no par value, which were held in treasury, without a reduction of the share capital	Mgmt	For	For
2	To vote regarding the amendment of the main part of Article 14 of the corporate bylaws of the company to adapt it to the wording in effect in Article 146 of the share corporations law	Mgmt	For	For
3	To vote regarding the restatement of the corporate bylaws of the company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG

Security:	D55535104	Agenda Number:	705061238
Ticker:		Meeting Type:	AGM
ISIN:	DE0008430026	Meeting Date:	4/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2012, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting
	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Registered shares will be deregistered at the deregistration date by the sub custodians. 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. Please contact your CSR for further information.	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 15 APR 2014. 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.	Financial statements and annual report a) presentation of the corporate governance report and the remuneration report for the 2013 financial year b) presentation of the financial statements and annual report for the 2013 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. The distributable profit of EUR 1,300,223,787 shall be appropriated as follows: Payment of a dividend of EUR 7.25 per no-par share EUR 33,361,926.25 shall be carried forward ex-dividend and payable date: May 2, 2014	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.	Resolution on the Approval of the Compensation System for the Members of the Board of MDs. The compensation system for the members of the Board of MDs shall be approved	Mgmt	For	For
6.1	Acquisition of own shares The company shall be authorized to acquire own shares of up to 10 pct. of its share capital at a price not more than 10 pct. above, nor more than 20 pct. below, the market price of the shares, on or before April 29, 2019. The Board of MDs shall be authorized to use the shares for all legally permissible purposes, especially to use the shares for the flotation of foreign stock exchanges or for mergers and acquisitions, to sell the shares to a third party in a manner other than the stock exchange or an offer to all shareholders, to use the shares for the fulfilment of option or conversion rights, to offer the shares to employees of the company and its affiliates, and to retire the shares	Mgmt	For	For
6.2	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The purchase is made by the Board of Management aa) over the stock exchange or bb) by a letter addressed to all shareholders offer to buy or cc) by means of a addressed to all stockholders solicitation of sale offers (sale call), or dd) by a letter addressed to all shareholders exchange offer for shares in a for purposes of Section 3 para 2 AktG boerse- listed company	Non-Voting
6.3	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The Executive Board is authorized shares of the Company that are acquired on the basis of the above or previously granted authorizations or under paragraph 71d sentence 5 AktG and were to use for all legally permissible purposes	Non-Voting

6.4	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The Supervisory Board is authorized shares of the Company acquired 71d sentence 5 AktG basis of the above or previously granted authorizations or under paragraph or have been, be appropriated as follows: You can board members of the Company will pay for as allowance. This applies in particular to the extent that board members are obliged under the rules to be allowance or to invest a part of the next billing variable remuneration in shares of the Company with blockage period. If this obligation relates to a portion of the variable remuneration, which is determined based on a multi-year basis, amounts to be agreed upon minimum holding period about two years, in all other cases, approximately four years. At the time of transmission or at the beginning of the measurement period of the respective variable allowance component on the board must consist. The details of the remuneration of Executive Board members are determined by the Supervisory Board. These include rules about the treatment of holding periods in special cases , such as in retirement , unemployment or death	Non-Voting
6.5	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The price at which the treasury shares in accordance with lit when the authorization. c) aa is executed on or sold in accordance lit. c ) cc to be sold , may have been identified by auction price of shares in the company at the Xetra trading on the Frankfurt Stock Exchange on the day of exchange introduction or binding agreement with the third party is (excluding incidental costs) . In addition, in these cases the sum of the shares sold, together with the shares , which were during the term of this authorization under exclusion of subscription rights in direct or corresponding application of Section 186 paragraph 3 sentence issued or sold 4 AktG or issuable , the overall limit of 10% of the share capital is not about to rise , neither at the time of this authorization becomes effective nor at the time of the issue or the divestiture of the shares	Non-Voting
6.6	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: If replaced by a comparable successor system to the Xetra trading, also in this authorization, it takes the place of the Xetra trading system	Non-Voting
6.7	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The authorizations in accordance with lit. c) and d) can one or more occasions, in whole or in part, individually or be exploited in common, the appropriations under clauses. c) bb, cc, dd or ee also by dependent or majority owned by the company or companies on their behalf or on behalf of the Company acting third party	Non-Voting
6.8	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The right of stockholders to such shares of the Company shall be excluded insofar as these shares pursuant to the authorizations in lit. c) aa, bb, cc, dd, ee or d) are used. About it, the Management Board is authorized, in case of a divestiture of own shares by offer to stockholders to grant the holders of bonds with conversion or option rights issued by the Company or Group companies a right to purchase the shares to the extent that as after exercising their conversion or option rights would be entitled, the subscription rights of stockholders is excluded to this extent	Non-Voting

6.9	Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The authorization is valid until 29 April 2019. Upon the effectiveness of this new authorization by the Annual General Meeting on 20 April 2011 decided authorization to acquire treasury shares cancelled	Non-Voting
7.1	Approval of the use of derivatives (call and put options) for the purpose of acquiring own shares as item 6	Mgmt	For	For
7.2	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: The use of derivatives may be used in one of the below aa ), bb ) or cc) or in a combination of these possibilities take place : aa) The issuance or purchase of the derivatives can be performed via the Eurex Germany or LIFFE ( or comparable successor system ) . In this case, the Company shall inform the stockholders before the planned issue or the proposed acquisition of the derivatives in the company news. There can be different prices elected (without extra costs) to different expiration dates for the derivatives also with the simultaneous issuance or time the same acquisition. bb) The issue of put options (put options ) , the purchase of call options ( call options) , the conclusion of forward purchase or a combination of these derivatives and their respective performance can also be outside the specified under aa ) exchange performed when the in exercise of the derivatives have been acquired to the Company shares to be delivered before about the exchange to the stock exchange at the time of the then current stock exchange price of the shares in Xetra trading on the Frankfurt Stock Exchange . cc) The concluding option shops can be offered to all stockholders publicly , or options business can with a bank or a company under section 53 paragraph 1 sentence 1 or section 53b para 1 sentence 1 or section 7 of the Banking Act (KWG) methods businesses ( Issuing Company ) concluded with the obligation to offer all stockholders to purchase these options. The Company may, derivatives lit in the aforementioned cases . aa ) to cc ) only buy back each	Non-Voting

7.3	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: The exercise price of the options or may be used in fulfilment of forward purchases payable purchase price (excluding incidental expenses) for one shares in the case of lit. b ) aa and bb determined on the day of the conclusion of the derivative on business by the auction price for shares in the company at the Xetra trading on the Frankfurt Stock Exchange at most 10% more and be less than 20% . If own shares using options is equal to that of the Company for the shares to be paid purchase price (excluding incidental expenses) agreed in the option exercise price . The acquisition price paid by the Company for options ( no extra cost ) is not over and the premium received by the company realisable price for options may not be (without extra costs) under the established using recognized theoretical market value of the option , in its determination of , among other agreed exercise price must also be noted . The agreed by the Company in forward purchase forward rate should not be much above the theoretical futures price calculated using recognized actuarial methods to be considered in the determination of which , among other things , the current stock exchange price and the maturity of the forward purchase	Non-Voting
7.4	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: The exercise price of the options (no extra cost) for a share may, in the case of lit. b) cc the arithmetic mean of the closing prices for shares in the company at the Xetra trading on the Frankfurt Stock Exchange on 5, 4 and 3 Over and below the trading day prior to the day of publication of the offer by more than 10% to more than 20%. If the offer is over records to all stockholders, the tender rights of stockholders may be excluded insofar as the allocation will be based on quotas. A preferred offer for the conclusion of option shops and a preferential allotment of options can be for small share amounts (options up to 100 shares per shareholder)	Non-Voting
7.5	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: The term of the derivatives in each case is longer than 18 months and shall be so determined that the acquisition of shares in the exercise of the derivatives later than until 29. Takes place April 2019. The use of derivatives are allowed to own shares up to a maximum of 5% of the time the resolution of the General Meeting’s share capital is acquired. Is that existing at the time of the initial capital is less exercising this authority, this shall prevail	Non-Voting

7.6	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: Will the acquisition of treasury shares derivatives according to lit. b) aa or bb, the stockholders in corresponding application of Section 186 paragraph 3 sentence 4 AktG no claim is to take out such derivative shops with society. A right of stockholders to conclude derivative shops also have no, as according to lit the conclusion of derivative shops. b) cc is provided based a preferential offer or a preferential allotment for the conclusion of derivative shops to small share amounts. Stockholders have a right to tender their shares in the Company if the Company is only obliged them opposite from the derivative shops to purchase the shares	Non-Voting
7.7	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: The Company may terminate the authorization in whole or in COMPONENTS, one or more times, for one or more purposes to exercise, but they can also be dependent or majority-owned by the Company or related companies for its or their behalf are run by third parties	Non-Voting
7.8	Resolution on the authorization to purchase own shares using derivatives and for the possibility of subscription and tender rights exclusion: For the rest, the provisos and the use of the authorization granted under agenda item 6 will apply	Non-Voting
8.1	Election to the Supervisory Board: Ann-Kristin Achleitner	Mgmt	For	For
8.2	Election to the Supervisory Board: Benita Ferrero-Waldner	Mgmt	For	For
8.3	Election to the Supervisory Board: Ursula Gather	Mgmt	For	For
8.4	Election to the Supervisory Board: Peter Gruss	Mgmt	For	For
8.5	Election to the Supervisory Board: Gerd Haeusler	Mgmt	For	For
8.6	Election to the Supervisory Board: Henning Kagermann	Mgmt	For	For
8.7	Election to the Supervisory Board: Wolfgang Mayrhuber	Mgmt	Against	Against

8.8	Election to the Supervisory Board: Bernd Pischetsrieder	Mgmt	For	For
8.9	Election to the Supervisory Board: Anton van Rossum	Mgmt	For	For
8.10	Election to the Supervisory Board: Ron Sommer	Mgmt	For	For
9.1	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 1 GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.2	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Silvanus Vermoegensverwaltungsgesellschaft mbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.3	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Rent- Investment GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.4	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 14 GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.5	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 15 GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.6	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 16 GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For
9.7	Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Schloss Hohenkammer GmbH, on amendments to the existing profit transfer agreement shall be approved	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

MUSASHI SEIMITSU INDUSTRY CO., LTD.

Security:	J46948105	Agenda Number:	705353174
Ticker:		Meeting Type:	AGM
ISIN:	JP3912700006	Meeting Date:	6/20/2014

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	Against	Against
3	Approve Payment of Bonuses to Corporate Officers	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

NESTLE SA, CHAM UND VEVEY

Security:	H57312649	Agenda Number:	705020763
Ticker:		Meeting Type:	AGM
ISIN:	CH0038863350	Meeting Date:	4/10/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	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 2013	Mgmt	For	For
1.2	Acceptance of the Compensation Report 2013 (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 2013	Mgmt	For	For
4	Revision of the Articles of Association. Adaptation to new Swiss Company Law	Mgmt	Against	Against
5.1.1	Re-election to the Board of Directors: Mr Peter Brabeck-Letmathe	Mgmt	For	For
5.1.2	Re-election to the Board of Directors: Mr Paul Bulcke	Mgmt	For	For
5.1.3	Re-election to the Board of Directors: Mr Andreas Koopmann	Mgmt	For	For
5.1.4	Re-election to the Board of Directors: Mr Rolf Hanggi	Mgmt	For	For

5.1.5	Re-election to the Board of Directors: Mr Beat Hess	Mgmt	For	For
5.1.6	Re-election to the Board of Directors: Mr Daniel Borel	Mgmt	For	For
5.1.7	Re-election to the Board of Directors: Mr Steven G. Hoch	Mgmt	For	For
5.1.8	Re-election to the Board of Directors: Ms Naina Lal Kidwai	Mgmt	For	For
5.1.9	Re-election to the Board of Directors: Ms Titia de Lange	Mgmt	For	For
5.110	Re-election to the Board of Directors: Mr Jean-Pierre Roth	Mgmt	For	For
5.111	Re-election to the Board of Directors: Ms Ann M. Veneman	Mgmt	For	For
5.112	Re-election to the Board of Directors: Mr Henri de Castries	Mgmt	For	For
5.113	Re-election to the Board of Directors: Ms Eva Cheng	Mgmt	For	For
5.2	Election of the Chairman of the Board of Directors: Mr Peter Brabeck-Letmathe	Mgmt	For	For
5.3.1	Election of the member of the Compensation Committee: Mr Beat Hess	Mgmt	For	For
5.3.2	Election of the member of the Compensation Committee: Mr Daniel Borel	Mgmt	For	For
5.3.3	Election of the member of the Compensation Committee: Mr Andreas Koopmann	Mgmt	For	For
5.3.4	Election of the member of the Compensation Committee: Mr Jean-Pierre Roth	Mgmt	For	For

5.4	Re-election of the statutory auditors KPMG SA, Geneva branch	Mgmt	For	For
5.5	Election of the Independent Representative Hartmann Dreyer, Attorneys-at-Law	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: INSTRUCT “FOR” ON ONE RESOLUTION AMONG 6.1, 6.2 AND 6.3 TO SHOW WHICH VOTING OPTION YOU CHOOSE IN THE EVENT OF NEW OR MODIFIED PROPOSALS. INSTRUCT “CLEAR” ON THE REMAINING TWO RESOLUTIONS	Non-Voting
6.1	Vote in accordance with the proposal of the Board of Directors	Mgmt	Take No Action
6.2	Vote against the proposal of the Board of Directors	Shr	Take No Action
6.3	Abstain	Shr	For	Against

Manning & Napier Fund, Inc. International Series

NETEASE, INC.

Security:	64110W102	Agenda Number:	933863688
Ticker:	NTES	Meeting Type:	Annual
ISIN:	US64110W1027	Meeting Date:	9/5/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	RE-ELECTION OF DIRECTOR: WILLIAM LEI DING	Mgmt	For	For
1B	RE-ELECTION OF DIRECTOR: ALICE CHENG	Mgmt	For	For
1C	RE-ELECTION OF DIRECTOR: DENNY LEE	Mgmt	For	For
1D	RE-ELECTION OF DIRECTOR: JOSEPH TONG	Mgmt	For	For
1E	RE-ELECTION OF DIRECTOR: LUN FENG	Mgmt	For	For

1F	RE-ELECTION OF DIRECTOR: MICHAEL LEUNG	Mgmt	Against	Against
1G	RE-ELECTION OF DIRECTOR: MICHAEL TONG	Mgmt	For	For
2	APPOINT PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY AS INDEPENDENT AUDITORS OF NETEASE, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NIKON CORPORATION

Security:	654111103	Agenda Number:	705378467
Ticker:		Meeting Type:	AGM
ISIN:	JP3657400002	Meeting Date:	6/27/2014

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
3	Appoint a Corporate Auditor	Mgmt	Against	Against
4	Approve Payment of Bonuses to Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

NISSIN KOGYO CO., LTD.

Security:	J58074105	Agenda Number:	705332740
Ticker:		Meeting Type:	AGM
ISIN:	JP3675300002	Meeting Date:	6/13/2014

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	For	For
3	Approve Payment of Bonuses to Corporate Officers	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

NOVARTIS AG

Security:	66987V109	Agenda Number:	933922280
Ticker:	NVS	Meeting Type:	Annual
ISIN:	US66987V1098	Meeting Date:	2/25/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2013	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.A	ADVISORY VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS FROM THE ANNUAL GENERAL MEETING 2014 TO THE ANNUAL GENERAL MEETING 2015	Mgmt	For	For
4.B	ADVISORY VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE PERFORMANCE CYCLE ENDED IN 2013	Mgmt	For	For
5.A	RE-ELECTION OF JOERG REINHARDT, PH.D., AND ELECTION AS CHAIRMAN OF THE BOARD OF DIRECTORS (IN A SINGLE VOTE)	Mgmt	For	For

5.B	RE-ELECTION OF DIMITRI AZAR, M.D., MBA TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.C	RE-ELECTION OF VERENA A. BRINER, M.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.D	RE-ELECTION OF SRIKANT DATAR, PH.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.E	RE-ELECTION OF ANN FUDGE TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.F	RE-ELECTION OF PIERRE LANDOLT, PH.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.G	RE-ELECTION OF ULRICH LEHNER, PH.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.H	RE-ELECTION OF ANDREAS VON PLANTA, PH.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.I	RE-ELECTION OF CHARLES L. SAWYERS, M.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.J	RE-ELECTION OF ENRICO VANNI, PH.D. TO THE BOARD OF DIRECTOR	Mgmt	For	For
5.K	RE-ELECTION OF WILLIAM T. WINTERS TO THE BOARD OF DIRECTOR	Mgmt	For	For
6.A	ELECTION OF SRIKANT DATAR, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE	Mgmt	For	For
6.B	ELECTION OF ANN FUDGE AS MEMBER OF THE COMPENSATION COMMITTEE	Mgmt	For	For
6.C	ELECTION OF ULRICH LEHNER, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE	Mgmt	For	For
6.D	ELECTION OF ENRICO VANNI, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE	Mgmt	For	For

7	RE-ELECTION OF THE AUDITOR	Mgmt	For	For
8	ELECTION OF THE INDEPENDENT PROXY	Mgmt	For	For
9	GENERAL INSTRUCTIONS IN CASE OF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING, AND/OR OF MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS. IF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING AND/OR MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS ARE PROPOSED AT THE ANNUAL GENERAL MEETING	Mgmt	Abstain

Manning & Napier Fund, Inc. International Series

ODONTOPREV SA, BARUERI, SP

Security:	P7344M104	Agenda Number:	704916331
Ticker:		Meeting Type:	EGM
ISIN:	BRODPVACNOR4	Meeting Date:	1/27/2014

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	In order to discuss and resolve upon the appointment of Mr. Randal Luiz Zanetti as a new member and Vice Chairman of the Board of Directors of the Company, so that the Board of Directors will be composed, after such resolution, by 9 members until the Annual Shareholders Meeting to be held to approve the accounts of the fiscal year ended on December 31, 2013	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ODONTOPREV SA, BARUERI, SP

Security:	P7344M104	Agenda Number:	704993410
Ticker:		Meeting Type:	AGM
ISIN:	BRODPVACNOR4	Meeting Date:	4/1/2014

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, 2013	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	Establishment of the number of full members of the board of directors for the next term in office and the election of the members of the board of directors : Titulars, Luiz Carlos Trabuco Cappi, Randal Luiz Zanetti, Marco Antonio Rossi, Eduardo de Toledo, Cesar Suaki dos Santos, Murilo Cesar Lemos dos Santos Passos, Marcio Seroa de Araujo Coriolano, Gerald Dinu Reiss and Jose Afonso Alves Castanheira. Substitutes, Samuel Monteiro dos Santos Junior, Ivan Luiz Gontijo Junior, Renato Velloso Dias Cardoso, Ozires Silva, David Casimiro Moreira and Jorge Kalache Filho	Mgmt	For	For

V	Election of the members of the fiscal council : Titulars: Ivan Maluf Junior, Mario Probst and Vanderlei Domingues da Rosa. substitutes: Eduardo da Gama Godoy, Getulio Antonio Guidini and Sueli Berselli Marinho	Mgmt	For	For
CMMT	11 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR AND FISCAL COUNCIL NAMES OF RESOLUTIONS IV AND V. 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

ODONTOPREV SA, BARUERI, SP

Security:	P7344M104	Agenda Number:	704992367
Ticker:		Meeting Type:	EGM
ISIN:	BRODPVACNOR4	Meeting Date:	4/1/2014

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	Approval of the terms and conditions of the protocol of merger and justification, from here onwards referred to as the protocol, of Adcon, Administradora de Convenios Odontologicos Ltd. From here onwards referred to as Adcon, into the company	Mgmt	For	For
II	Ratification of the appointment of the valuation company that will be responsible for the valuation of the equity of Adcon and the preparation of the book equity valuation report for Adcon, from here onwards referred to as the valuation report	Mgmt	For	For
III	Approval of the valuation report	Mgmt	For	For
IV	Merger of the entirety of the book equity of Adcon into the company, in accordance with the terms and conditions that are established in the protocol, without an increase in the amount of the share capital of the company, and with the consequent extinction of Adcon	Mgmt	For	For

V	Authorization to the executive officers of the company to do all the acts and take all of the measures that are necessary for the implementation of the merger of Adcon into the company	Mgmt	For	For
VI	Change of the address of the head office of the company, with the consequent amendment of article 4 the corporate bylaws of the company	Mgmt	For	For
VII	Amendment of article 19, line VIII, of the corporate bylaws of the company, to adapt it to the rules of the internal regulations of the board of directors of the company	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

OSK HOLDINGS BHD

Security:	Y65859103	Agenda Number:	705068749
Ticker:		Meeting Type:	AGM
ISIN:	MYL5053OO003	Meeting Date:	4/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To sanction the declaration of a single-tier final dividend of 5.0 sen per share in respect of the financial year ended 31 December 2013	Mgmt	For	For
2	To approve the payment of Directors’ fees of RM278,562.00 for the financial year ended 31 December 2013	Mgmt	For	For
3	To re-elect Mr Foo San Kan who retires by rotation in accordance with Article 102(1) of the Company’s Articles of Association and being eligible, offers himself for re-election	Mgmt	For	For
4	To re-appoint the following Director who retire 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: Dato’ Nik Mohamed Din bin Datuk Nik Yusoff	Mgmt	For	For
5	To re-appoint the following Director who retire 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: Tan Sri Ong Leong Huat @ Wong Joo Hwa	Mgmt	Against	Against
6	To re-appoint Messrs. PricewaterhouseCoopers as the Company’s Auditors for the ensuing year and to authorise the Board of 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

Security:	71654V101	Agenda Number:	933947129
Ticker:	PBRA	Meeting Type:	Special
ISIN:	US71654V1017	Meeting Date:	4/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
A4A	ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS: JOSE GUIMARAES MONFORTE (YOU MAY ONLY CAST A VOTE OF “FOR” ONLY ONE OF THE DIRECTORS FOR PROPOSALS A4A AND A4B)	Mgmt	For
A4B	ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS: JOSE GERDAU JOHANNPETER (YOU MAY ONLY CAST A VOTE OF “FOR” ONLY ONE OF THE DIRECTORS FOR PROPOSALS A4A AND A4B)	Mgmt	Abstain
A6A	ELECTION OF THE MEMBERS OF THE AUDIT COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS: WALTER LUIS BERNARDES ALBERTONI & ROBERTO LAMB (ALTERNATE)	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

PT GUDANG GARAM TBK

Security:	Y7121F165	Agenda Number:	705344808
Ticker:		Meeting Type:	AGM
ISIN:	ID1000068604	Meeting Date:	6/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	APPROVAL ON DIRECTOR’S REPORT OF COMPANY’S PERFORMANCE FOR BOOK YEAR 2013	Mgmt	For	For
2	RATIFICATION OF BALANCE SHEET AND PROFIT AND LOSS REPORT OF THE COMPANY FOR BOOK YEAR 2013	Mgmt	For	For
3	DETERMINATION OF DIVIDEND	Mgmt	For	For
4	CHANGE IN THE COMPOSITION OF COMPANY’S BOARD	Mgmt	Abstain	Against
5	APPOINTMENT OF PUBLIC ACCOUNTANT	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

QUALICORP SA, SAO PAULO

Security:	P7S21H105	Agenda Number:	704686584
Ticker:		Meeting Type:	EGM
ISIN:	BRQUALACNOR6	Meeting Date:	8/22/2013

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
1	To discuss and vote regarding an addendum to the company stock option plan	Mgmt	Abstain	Against
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. International Series

RECKITT BENCKISER GROUP PLC, SLOUGH

Security:	G74079107	Agenda Number:	705110257
Ticker:		Meeting Type:	AGM
ISIN:	GB00B24CGK77	Meeting Date:	5/7/2014

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 2013 BE RECEIVED	Mgmt	For	For
2	THAT THE DIRECTORS’ REMUNERATION POLICY AS SET OUT ON PAGES 35 TO 40 OF THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 BE APPROVED	Mgmt	Against	Against
3	THAT THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY) FOR THE YEAR ENDED 31 DECEMBER 2013 BE APPROVED	Mgmt	Against	Against
4	THAT THE FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS OF 77P PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2013 BE DECLARED PAYABLE AND PAID ON 29 MAY 2014 TO ALL SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 21 FEBRUARY 2014	Mgmt	For	For
5	THAT ADRIAN BELLAMY (MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For
6	THAT PETER HARF (MEMBER OF THE NOMINATION COMMITTEE) BE RE- ELECTED AS A DIRECTOR	Mgmt	For	For
7	THAT ADRIAN HENNAH BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For
8	THAT KENNETH HYDON (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For
9	THAT RAKESH KAPOOR (MEMBER OF THE NOMINATION COMMITTEE) BE RE- ELECTED AS A DIRECTOR	Mgmt	For	For
10	THAT ANDRE LACROIX (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For
11	THAT JUDITH SPRIESER (MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For
12	THAT WARREN TUCKER (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR	Mgmt	For	For

13	THAT NICANDRO DURANTE (MEMBER OF THE NOMINATION COMMITTEE), 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 2015, PROVIDED THAT THE TOTAL AGGREGATE AMOUNT OF ALL SUCH DONATIONS AND EXPENDITURE INCURRED BY THE COMPANY AND ITS UK SUBSIDIARIES IN SUCH CONTD	Mgmt	For	For
CONT	CONTD 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	Non-Voting
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 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 20,800,000 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 2015), SAVE THAT UNDER SUCH AUTHORITY THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS DURING THE RELEVANT PERIOD WHICH WOULD, OR MIGHT, REQUIRE SHARES CONTD	Mgmt	For	For

CONT	CONTD 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	Non-Voting
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 TO SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS AND 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 CONTD	Mgmt	For	For
CONT	CONTD 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 2015) 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 CONTD	Non-Voting
CONT	CONTD NOT EXPIRED	Non-Voting

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 7 MARCH 2014); 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 CONTD	Mgmt	For	For
CONT	CONTD 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 2015 OR ON THE DATE OF THE AGM OF THE COMPANY IN 2015 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 CONTD	Non-Voting
CONT	CONTD THE PROVISIONS OF THE 2006 ACT	Non-Voting
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:	933950467
Ticker:	RUK	Meeting Type:	Annual
ISIN:	US7582052079	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RECEIVE THE 2013 ANNUAL REPORT	Mgmt	For	For
2.	APPROVAL OF REMUNERATION REPORT	Mgmt	For	For
3.	APPROVAL OF REMUNERATION POLICY	Mgmt	For	For
4.	DECLARATION OF 2013 FINAL DIVIDEND	Mgmt	For	For
5.	RE-APPOINTMENT OF AUDITORS	Mgmt	For	For
6.	AUDITORS’ REMUNERATION	Mgmt	For	For
7.	ELECT NICK LUFF AS A DIRECTOR (TO BE PROPOSED AS A SPECIAL RESOLUTION)	Mgmt	For	For
8.	RE-ELECT ERIK ENGSTROM AS A DIRECTOR	Mgmt	For	For
9.	RE-ELECT ANTHONY HABGOOD AS A DIRECTOR	Mgmt	For	For
10.	RE-ELECT WOLFHART HAUSER 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 DUNCAN PALMER AS A DIRECTOR	Mgmt	For	For
14.	RE-ELECT ROBERT POLET AS A DIRECTOR	Mgmt	For	For
15.	RE-ELECT LINDA SANFORD AS A DIRECTOR	Mgmt	For	For

16.	RE-ELECT BEN VAN DER VEER AS A DIRECTOR	Mgmt	For	For
17.	AUTHORITY TO ALLOT SHARES	Mgmt	For	For
18.	DISAPPLICATION OF PRE-EMPTION RIGHTS (TO BE PROPOSED AS A SPECIAL RESOLUTION)	Mgmt	For	For
19.	AUTHORITY TO PURCHASE OWN SHARES (TO BE PROPOSED AS A SPECIAL RESOLUTION)	Mgmt	For	For
20.	NOTICE PERIOD FOR GENERAL MEETINGS (TO BE PROPOSED AS A SPECIAL RESOLUTION)	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

ROYAL DUTCH SHELL PLC

Security:	780259107	Agenda Number:	933990699
Ticker:	RDSB	Meeting Type:	Annual
ISIN:	US7802591070	Meeting Date:	5/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	RECEIPT OF ANNUAL REPORT & ACCOUNTS	Mgmt	For	For
2.	APPROVAL OF DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For
3.	APPROVAL OF DIRECTORS’ REMUNERATION REPORT	Mgmt	For	For
4.	APPOINTMENT OF EULEEN GOH AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
5.	APPOINTMENT OF PATRICIA A. WOERTZ AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
6.	RE-APPOINTMENT OF DIRECTOR: BEN VAN BEURDEN	Mgmt	For	For
7.	RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT	Mgmt	For	For

8.	RE-APPOINTMENT OF DIRECTOR: SIMON HENRY	Mgmt	For	For
9.	RE-APPOINTMENT OF DIRECTOR: CHARLES O. HOLLIDAY	Mgmt	For	For
10.	RE-APPOINTMENT OF DIRECTOR: GERARD KLEISTERLEE	Mgmt	For	For
11.	RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA	Mgmt	For	For
12.	RE-APPOINTMENT OF DIRECTOR: SIR NIGEL SHEINWALD	Mgmt	For	For
13.	RE-APPOINTMENT OF DIRECTOR: LINDA G. STUNTZ	Mgmt	For	For
14.	RE-APPOINTMENT OF DIRECTOR: HANS WIJERS	Mgmt	For	For
15.	RE-APPOINTMENT OF DIRECTOR: GERRIT ZALM	Mgmt	For	For
16.	RE-APPOINTMENT OF AUDITORS	Mgmt	For	For
17.	REMUNERATION OF AUDITORS	Mgmt	For	For
18.	AUTHORITY TO ALLOT SHARES	Mgmt	For	For
19.	DISAPPLICATION OF PRE-EMPTION RIGHTS	Mgmt	For	For
20.	AUTHORITY TO PURCHASE OWN SHARES	Mgmt	For	For
21.	APPROVAL OF LONG-TERM INCENTIVE PLAN	Mgmt	For	For

22.	APPROVAL OF DEFERRED BONUS PLAN	Mgmt	For	For
23.	APPROVAL OF RESTRICTED SHARE PLAN	Mgmt	For	For
24.	AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

ROYAL DUTCH SHELL PLC, LONDON

Security:	G7690A118	Agenda Number:	705152990
Ticker:		Meeting Type:	AGM
ISIN:	GB00B03MM408	Meeting Date:	5/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	RECEIPT OF ANNUAL REPORT & ACCOUNTS	Mgmt	For	For
2	APPROVAL OF DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For
3	APPROVAL OF DIRECTORS’ REMUNERATION REPORT	Mgmt	For	For
4	APPOINTMENT OF EULEEN GOH AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
5	APPOINTMENT OF PATRICIA A. WOERTZ AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
6	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: BEN VAN BEURDEN	Mgmt	For	For
7	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: GUY ELLIOTT	Mgmt	For	For
8	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: SIMON HENRY	Mgmt	For	For
9	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: CHARLES O. HOLLIDAY	Mgmt	For	For

10	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: GERARD KLEISTERLEE	Mgmt	For	For
11	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: JORMA OLLILA	Mgmt	For	For
12	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: SIR NIGEL SHEINWALD	Mgmt	For	For
13	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: LINDA G. STUNTZ	Mgmt	For	For
14	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: HANS WIJERS	Mgmt	For	For
15	RE-APPOINTMENT OF THE FOLLOWING AS A DIRECTOR OF THE COMPANY: GERRIT ZALM	Mgmt	For	For
16	THAT PRICEWATERHOUSECOOPERS LLP BE RE-APPOINTED AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY	Mgmt	For	For
17	REMUNERATION OF AUDITORS	Mgmt	For	For
18	AUTHORITY TO ALLOT SHARES	Mgmt	For	For
19	DISAPPLICATION OF PRE-EMPTION RIGHTS	Mgmt	For	For
20	AUTHORITY TO PURCHASE OWN SHARES	Mgmt	For	For
21	APPROVAL OF LONG TERM INCENTIVE PLAN	Mgmt	For	For
22	APPROVAL OF DEFERRED BONUS PLAN	Mgmt	For	For
23	APPROVAL OF RESTRICTED SHARE PLAN	Mgmt	For	For

24	AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE	Mgmt	For	For
CMMT	05 MAY 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION 16. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

SAIPEM SPA, SAN DONATO MILANESE

Security:	T82000117	Agenda Number:	705162852
Ticker:		Meeting Type:	OGM
ISIN:	IT0000068525	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 303039 DUE TO RECEIPT OF SLATES OF DIRECTORS AND AUDITOR NAMES UNDER RESOLUTION 5 AND 8. 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_199046.PDF	Non-Voting
1	STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31, 2013 OF SAIPEM S.P.A. RELEVANT DELIBERATIONS. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013. REPORTS BY THE BOARD OF DIRECTORS, THE STATUTORY AUDITORS AND THE EXTERNAL AUDITORS	Mgmt	For	For
2	ALLOCATION OF RESULT	Mgmt	For	For
3	ESTABLISHING THE NUMBER OF BOARD DIRECTORS	Mgmt	For	For
4	ESTABLISHING THE DURATION OF THE BOARD DIRECTORS’ MANDATE	Mgmt	For	For
CMMT	PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1 SLATE 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

5.1	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF BOARD DIRECTORS. LIST PRESENTED BY ENI REPRESENTING 42.924% OF COMPANY STOCK CAPITAL: FRANCESCO CARBONETTI (PRESIDENT CANDIDATE, INDEPENDENT), UMBERTO VERGINE, ENRICO LAGHI (INDEPENDENT), ROSARIO BIFULCO (INDEPENDENT), NELLA CIUCCARELLI (INDEPENDENT), FABRIZIO BARBIERI	Shr	Take No Action
5.2	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF BOARD DIRECTORS. LIST PRESENTED BY SHAREHOLDERS REPRESENTING 1.298 % OF COMPANY STOCK CAPITAL: GUIDO GUZZETTI	Shr	For	Against
	(INDEPENDENT), NICLA PICCHI (INDEPENDENT), FEDERICA FERRO-LUZZI (INDEPENDENT)
6	APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS	Mgmt	For	For
7	ESTABLISHING THE REMUNERATION OF BOARD DIRECTORS	Mgmt	For	For
CMMT	PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR ABSTAIN. THANK YOU.	Non-Voting
8.1	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF STATUTORY AUDITORS. LIST PRESENTED BY ENI REPRESENTING 42.924 % OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITORS: ANNA GERVASONI, MASSIMO INVERNIZZI. ALTERNATE AUDITOR: ELISABETTA MARIA CORVI	Shr	Abstain	Against
8.2	PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF STATUTORY AUDITORS. LIST PRESENTED BY SHAREHOLDERS REPRESENTING 1.298 % OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITOR: MARIO BUSSO. ALTERNATE AUDITOR: PAOLO DOMENICO SFAMENI	Shr	For	Against
9	APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS	Mgmt	For	For
10	ESTABLISHING THE REMUNERATION OF STATUTORY AUDITORS AND OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS	Mgmt	For	For

11	ADDITIONAL FEES TO THE EXTERNAL AUDITORS	Mgmt	For	For
12	NEW LONG-TERM MONETARY INCENTIVE PLAN	Mgmt	For	For
13	REMUNERATION REPORT: REMUNERATION POLICY	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SAMSUNG ELECTRONICS CO LTD, SUWON

Security:	Y74718100	Agenda Number:	704970450
Ticker:		Meeting Type:	AGM
ISIN:	KR7005930003	Meeting Date:	3/14/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approve financial statements, allocation of income, and dividend	Mgmt	For	For
2	Approve total remuneration of inside directors and outside directors	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

SAP AG, WALLDORF/BADEN

Security:	D66992104	Agenda Number:	705161103
Ticker:		Meeting Type:	AGM
ISIN:	DE0007164600	Meeting Date:	5/21/2014

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 APR 2014, 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 06 MAY 2014. 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 ANNUAL 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 GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH; “HGB”), AND THE SUPERVISORY BOARD’S REPORT, EACH FOR FISCAL YEAR 2013	Non-Voting
2.	RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF FISCAL YEAR 2013: THE DISTRIBUTABLE PROFIT IN THE AMOUNT OF EUR 7,595,363,764.58 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE EUR 6,001,620,574.58 SHALL BE CARRIED FORWARD EUR 400,000,000 EX-DIVIDEND AND PAYABLE DATE: MAY 22, 2014	Mgmt	For	For
3.	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN FISCAL YEAR 2013	Mgmt	For	For
4.	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN FISCAL YEAR 2013	Mgmt	For	For
5.	APPOINTMENT OF THE AUDITORS OF THE FINANCIAL STATEMENTS AND GROUP ANNUAL FINANCIAL STATEMENTS FOR FISCAL YEAR 2014: KPMG AG	Mgmt	For	For

6.1	RESOLUTION ON THE APPROVAL OF TWO AMENDMENT AGREEMENTS TO EXISTING CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENTS BETWEEN SAP AG AND TWO SUBSIDIARIES: THE AMENDMENT AGREEMENT TO THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT WITH SAP ERSTE BETEILIGUNGS-UND VERMOGENSVERWALTUNGS GMBH DATED MARCH 18, 2014 IS APPROVED	Mgmt	For	For
6.2	RESOLUTION ON THE APPROVAL OF TWO AMENDMENT AGREEMENTS TO EXISTING CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENTS BETWEEN SAP AG AND TWO SUBSIDIARIES: THE AMENDMENT AGREEMENT TO THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT WITH SAP	Mgmt	For	For
	ZWEITE BETEILIGUNGS-UND VERMOGENSVERWALTUNGS GMBH DATED MARCH 18, 2014 IS APPROVED
7.	RESOLUTION ON THE APPROVAL OF A CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND A SUBSIDIARY	Mgmt	For	For
8.1	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: THE CONVERSION PLAN DATED MARCH 21, 2014 (DEEDS OF NOTARY PUBLIC DR HOFFMANN-REMY, WITH OFFICE IN HEIDELBERG, NOTARY’S OFFICE 5 OF HEIDELBERG, ROLL OF DEEDS NO. 5 UR 493/2014 AND 500/2014) CONCERNING THE CONVERSION OF SAP AG TO A EUROPEAN COMPANY (SOCIETAS EUROPAEA, SE) IS APPROVED; THE ARTICLES OF INCORPORATION OF SAP SE ATTACHED TO THE CONVERSION PLAN AS AN ANNEX ARE ADOPTED; WITH REGARD TO SECTION 4 (1) AND (5) THROUGH (8) OF THE ARTICLES OF INCORPORATION OF SAP SE, SECTION 3.5 OF THE CONVERSION PLAN SHALL APPLY	Mgmt	For	For
8.2.1	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: PROF. DR. H. C. MULT. HASSO PLATTNER	Mgmt	Against	Against
8.2.2	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: PEKKA ALA-PIETILAE	Mgmt	For	For
8.2.3	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: PROF. ANJA FELDMANN	Mgmt	For	For

8.2.4	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: PROF. DR. WILHELM HAARMANN	Mgmt	Against	Against
8.2.5	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: BERNARD LIAUTAUD	Mgmt	For	For
8.2.6	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: DR. H. C. HARTMUT MEHDORN	Mgmt	For	For
8.2.7	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: DR. ERHARD SCHIPPOREIT	Mgmt	For	For
8.2.8	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: JIM HAGEMANN SNABE	Mgmt	Against	Against
8.2.9	CONVERSION WITH CHANGE OF LEGAL FORM OF THE COMPANY TO A EUROPEAN COMPANY (SE) AND ELECTIONS TO THE FIRST SUPERVISORY BOARD OF SAP SE: PROF. DR-ING. E. H. KLAUS WUCHERER	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

SCHNEIDER ELECTRIC SA, RUEIL MALMAISON

Security:	F86921107	Agenda Number:	705169351
Ticker:		Meeting Type:	MIX
ISIN:	FR0000121972	Meeting Date:	5/6/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO THE MID 289344 DUE TO ADDITION OF RESOLUTION O.23. 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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	17 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0416/2014041614011 72.pdf, http://www.journal- officiel.gouv.fr//pdf/2014/0416/201404161401 173.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0305/201403051400 512.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 317432 PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting
O.1	APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.2	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.3	ALLOCATION OF INCOME FOR THE FINANCIAL YEAR, AMOUNT TAKEN OUT FROM THE SHARE PREMIUMS AND SETTING THE DIVIDEND OF EUR 1.87 PER SHARE	Mgmt	For	For
O.4	APPROVAL OF THE REGULATED AGREEMENTS ENTERED INTO DURING 2013-COMPENSATION OF THE VICE- CHAIRMAN AND SENIOR DIRECTOR, AMENDMENTS TO ARTICLE 39 AND CHANGE IN NON-COMPETITION COMMITMENTS OF EXECUTIVE MANAGERS WHO ARE NOT CORPORATE OFFICERS-INFORMATION ON THE AGREEMENTS AND COMMITMENTS MADE DURING PREVIOUS FINANCIAL YEARS	Mgmt	For	For
O.5	APPROVAL OF THE REGULATED AGREEMENTS AND COMMITMENTS REGARDING THE STATUS OF MR. JEAN- PASCAL TRICOIRE	Mgmt	For	For
O.6	APPROVAL OF THE REGULATED AGREEMENTS AND COMMITMENTS REGARDING THE STATUS OF MR. EMMANUEL BABEAU	Mgmt	For	For

O.7	REVIEWING THE ELEMENTS OF COMPENSATION OWED OR PAID TO MR. JEAN-PASCAL TRICOIRE FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.8	REVIEWING THE ELEMENTS OF COMPENSATION OWED OR PAID TO MR. EMMANUEL BABEAU FOR THE 2013 FINANCIAL YEAR	Mgmt	For	For
O.9	APPOINTMENT OF MRS. LINDA KNOLL AS BOARD MEMBER	Mgmt	For	For
O.10	RENEWAL OF TERM OF MR. NOEL FORGEARD AS BOARD MEMBER	Mgmt	For	For
O.11	RENEWAL OF TERM OF MR. WILLY KISSLING AS BOARD MEMBER	Mgmt	For	For
O.12	RENEWAL OF TERM OF MRS. CATHY KOPP AS BOARD MEMBER	Mgmt	For	For
O.13	RENEWAL OF TERM OF MR. HENRI LACHMANN AS BOARD MEMBER	Mgmt	For	For
O.14	RENEWAL OF TERM OF MR. RICHARD THOMAN AS BOARD MEMBER	Mgmt	For	For
O.15	RATIFICATION OF THE COOPTATION AND APPOINTMENT OF MR. JEONG KIM AS BOARD MEMBER	Mgmt	For	For
O.16	AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY-MAXIMUM PURCHASE PRICE OF EUROS 80 PER SHARE	Mgmt	For	For
E.17	APPROVAL OF THE TRANSFORMATION OF THE LEGAL FORM OF THE COMPANY BY ADOPTING THE FORM OF A EUROPEAN COMPANY “SOCIETAS EUROPAEA”; APPROVAL OF THE TERMS OF THE PROPOSED TRANSFORMATION AND ACKNOWLEDGEMENT OF THE UNCHANGED BOARD OF DIRECTORS, STATUTORY AUDITORS AND AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING	Mgmt	For	For
E.18	APPROVAL OF THE LEGAL NAME OF THE COMPANY IN ITS NEW FORM AS A EUROPEAN COMPANY—SCHNEIDER ELECTRIC SE	Mgmt	For	For

E.19	APPROVAL OF THE AMENDMENTS TO ARTICLES 1 AND 3 OF BYLAWS OF THE COMPANY AS A EUROPEAN COMPANY	Mgmt	For	For
E.20	DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN UP TO 2% OF THE SHARE CAPITAL WITH THE CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS	Mgmt	For	For
E.21	DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT CAPITAL INCREASES RESERVED FOR A CATEGORY OF BENEFICIARIES: EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP, EITHER DIRECTLY OR THROUGH ENTITIES ACTING ON THEIR BEHALF OR ENTITIES OFFERING	Mgmt	For	For
	EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP SIMILAR BENEFITS AS THOSE OFFERED TO MEMBERS OF THE COMPANY SAVINGS PLAN UP TO 1% OF THE SHARE CAPITAL WITH THE CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS
O.22	POWERS TO CARRY OUT ALL LEGAL FORMALITIES	Mgmt	For	For
O.23	APPOINTMENT OF MRS.LONE FONSS SCHRODER AS BOARD MEMBER	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SHIRE PLC, ST HELIER

Security:	G8124V108	Agenda Number:	705076772
Ticker:		Meeting Type:	AGM
ISIN:	JE00B2QKY057	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Company’s Annual Report and Accounts for the year ended December 31, 2013	Mgmt	For	For
2	To approve the Remuneration Report	Mgmt	For	For
3	To approve the Remuneration Policy	Mgmt	For	For
4	To elect Dominic Blakemore	Mgmt	For	For

5	To re-elect William Burns	Mgmt	For	For
6	To re-elect Dr. Steven Gillis	Mgmt	For	For
7	To re-elect Dr. David Ginsburg	Mgmt	For	For
8	To re-elect David Kappler	Mgmt	For	For
9	To re-elect Susan Kilsby	Mgmt	For	For
10	To re-elect Anne Minto	Mgmt	For	For
11	To re-elect Dr. Flemming Ornskov	Mgmt	For	For
12	To re-elect David Stout	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 approve the increase in the Company’s borrowing powers	Mgmt	For	For
16	To authorize the allotment of shares	Mgmt	For	For
17	To authorize the disapplication of pre-emption rights	Mgmt	For	For
18	To authorize market purchases	Mgmt	For	For
19	To approve the notice period for general meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

SIEMENS AG, MUENCHEN

Security:	D69671218	Agenda Number:	704888859
Ticker:		Meeting Type:	AGM
ISIN:	DE0007236101	Meeting Date:	1/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting
	The sub-custodian banks optimized their processes and established solutions, which do not require any flagging or blocking. These optimized processes avoid any settlement conflicts. The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Registered shares will be deregistered at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de- registration request needs to be sent. Please contact your CSR for further information.	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 13.01.2014. 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, 2013, as well as the Report of the Supervisory Board, the Corporate Governance Report, the Compensation Report and the Compliance Report for fiscal year 2013	Non-Voting
2.	Resolution on the Appropriation of the Distributable Profit The distributable profit of EUR 2,643,000,000.00 as follows: Payment of a dividend of EUR 3.00 per no-par share for the 2012/2014 financial year. EUR 109,961,760.00 shall be carried forward. Ex- dividend and payable date: January 29, 2014	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 approval of the system of Managing Board compensation	Mgmt	For	For
6.	To resolve on the appointment of independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements: Ernst & Young GmbH	Mgmt	For	For
7.	To resolve on a by-election to the Supervisory Board: Jim Hagemann Snabe	Mgmt	For	For
8.	To resolve on the creation of an Authorized Capital 2014 against contributions in cash and / or contributions in kind with the option of excluding subscription rights, and related amendments to the Articles of Association	Mgmt	For	For

9.	To resolve on the cancelation of the authorization to issue convertible bonds and / or warrant bonds dated January 25, 2011 and of the Conditional Capital 2011 as well as on the creation of a new authorization of the Managing Board to issue convertible bonds and / or warrant bonds and to exclude shareholders subscription rights, and on the creation of a Conditional Capital 2014 and related amendments to the Articles of Association	Mgmt	For	For
10.	To resolve on the cancelation of Conditional Capital no longer required and related amendments to the Articles of Association	Mgmt	For	For
11.	To resolve on the adjustment of Supervisory Board compensation and related amendments to the Articles of Association	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

STRAUMANN HOLDING AG, BASEL

Security:	H8300N119	Agenda Number:	705026094
Ticker:		Meeting Type:	AGM
ISIN:	CH0012280076	Meeting Date:	4/11/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting
1.1	Approval of the 2013 annual report, the 2013 annual financial statements and the 2013 consolidated financial statements	Mgmt	For	For
1.2	Approval of the 2013 compensation report	Mgmt	For	For
2	Vote on the appropriation of available earnings : Dividends of CHF 3.75 per Share	Mgmt	For	For

3	Discharge of the board of directors	Mgmt	For	For
4	Amendment of the articles of association	Mgmt	Against	Against
5.1	Elections to the board of directors for a one- year term of office: Re-election of Gilbert Achermann as member and chairman	Mgmt	Against	Against
5.2	Elections to the board of directors for a one- year term of office: Re-election of Stefan Meister	Mgmt	For	For
5.3	Elections to the board of directors for a one- year term of office: Re-election of Ulrich Looser	Mgmt	For	For
5.4	Elections to the board of directors for a one- year term of office: Re-election of Dr. Beat Luethi	Mgmt	For	For
5.5	Elections to the board of directors for a one- year term of office: Re-election of Dr. Sebastian Burckhardt	Mgmt	Against	Against
5.6	Elections to the board of directors for a one- year term of office: Re-election of Roland Hess	Mgmt	For	For
5.7	Elections to the board of directors for a one- year term of office: Re-election of Dr. H.C. Thomas Straumann	Mgmt	For	For
6.1	Elections to the compensation committee for a one-year term of office: Stefan Meister	Mgmt	For	For
6.2	Elections to the compensation committee for a one-year term of office: Ulrich Looser	Mgmt	For	For
6.3	Elections to the compensation committee for a one-year term of office: Dr. Beat Luethi	Mgmt	For	For
7	Approval of the total amount of the maximum compensation of the board of directors for its next term of office	Mgmt	For	For
8.1	Approval of the total amount of the maximum fixed compensation of the executive management for the period from April 1, 2014 to March 31, 2015	Mgmt	For	For

8.2	Approval of the variable long-term compensation components of the executive management for the current business year	Mgmt	For	For
9	Election of Neovius Schlager and partner as independent voting representative for a one- year term of office	Mgmt	For	For
10	Election of Ernst and Young AG as external auditors for a one-year term of office	Mgmt	For	For
11	Ad-hoc	Mgmt	Against	Against
CMMT	18 MAR 2014: 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. International Series

SUMITOMO MITSUI TRUST HOLDINGS, INC.

Security:	J0752J108	Agenda Number:	705352172
Ticker:		Meeting Type:	AGM
ISIN:	JP3892100003	Meeting Date:	6/27/2014

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	Appoint a Corporate Auditor	Mgmt	For	For
4	Amend the Compensation including Stock Options to be received by Directors	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

SWEDISH MATCH AB, STOCKHOLM

Security:	W92277115	Agenda Number:	705103353
Ticker:		Meeting Type:	AGM
ISIN:	SE0000310336	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 282426 DUE TO CHANGE IN VOTING STATUS OF RESOLUTION 18. 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) 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	AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION.	Non-Voting
1	OPENING OF THE MEETING AND ELECTION OF THE CHAIRMAN OF THE MEETING: SVEN UNGER	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 2013, THE AUDITORS’ OPINION REGARDING COMPLIANCE WITH THE PRINCIPLES FOR REMUNERATION TO MEMBERS OF THE EXECUTIVE MANAGEMENT AS WELL AS THE BOARD OF DIRECTORS’ PROPOSAL REGARDING THE ALLOCATION OF PROFIT AND MOTIVATED STATEMENT. IN CONNECTION THERETO, THE PRESIDENT’S SPEECH AND THE BOARD OF DIRECTORS’ REPORT ON ITS WORK AND THE WORK AND FUNCTION OF THE AUDIT COMMITTEE	Non-Voting
7	RESOLUTION ON ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AND OF THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET	Mgmt	For	For

8	RESOLUTION REGARDING ALLOCATION OF THE COMPANY’S PROFIT IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET AND RESOLUTION ON A RECORD DAY FOR DIVIDEND: THE BOARD OF DIRECTORS PROPOSES A DIVIDEND IN THE AMOUNT OF 7.30 SEK PER SHARE TO BE PAID TO THE SHARE-HOLDERS AND THAT THE REMAINING PROFITS ARE CARRIED FORWARD. THE PROPOSED RECORD DAY FOR THE RIGHT TO RECEIVE A CASH DIVIDEND IS MAY 12, 2014. PAYMENT THROUGH EUROCLEAR SWEDEN AB IS EXPECTED TO BE MADE ON MAY 15, 2014	Mgmt	For	For
9	RESOLUTION REGARDING DISCHARGE FROM LIABILITY IN RESPECT OF 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: THE BOARD OF DIRECTORS PROPOSES TO REDUCE THE COMPANY’S SHARE CAPITAL OF 2,892,441 SEK BY MEANS OF WITHDRAWAL OF 1,500,000 SHARES IN THE COMPANY. THE SHARES IN THE COMPANY PROPOSED FOR WITHDRAWAL HAVE BEEN REPURCHASED BY THE COMPANY IN ACCORDANCE WITH AUTHORIZATION GRANTED BY THE GENERAL MEETING. THE BOARD OF DIRECTORS FURTHER PROPOSES THAT THE REDUCED AMOUNT BE ALLOCATED TO A FUND TO BE USED PURSUANT TO A RESOLUTION ADOPTED BY THE GENERAL MEETING	Mgmt	For	For
10.B	RESOLUTION REGARDING A BONUS ISSUE	Mgmt	For	For
11	RESOLUTION REGARDING AUTHORIZATION OF THE BOARD OF DIRECTORS TO RESOLVE ON ACQUISITION OF SHARES IN THE COMPANY	Mgmt	For	For
12	RESOLUTION REGARDING PRINCIPLES FOR REMUNERATION TO MEMBERS OF THE EXECUTIVE MANAGEMENT. IN CONNECTION THERETO, PRESENTATION OF THE WORK AND FUNCTION OF THE COMPENSATION COMMITTEE	Mgmt	For	For
13	RESOLUTION REGARDING THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS TO BE ELECTED BY THE MEETING: THE BOARD OF DIRECTORS IS PROPOSED TO CONSIST OF SEVEN MEMBERS AND NO DEPUTIES	Mgmt	For	For
14	RESOLUTION REGARDING REMUNERATION TO THE MEMBERS OF 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 MEMBERS OF THE BOARD OF DIRECTORS ARE PROPOSED FOR RE- ELECTION: ANDREW CRIPPS, KAREN GUERRA, CONNY KARLSSON, WENCHE ROLFSEN, ROBERT F. SHARPE, MEG TIVEUS AND JOAKIM WESTH. 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	RESOLUTION REGARDING THE NUMBER OF AUDITOR: THE NUMBER OF AUDITORS IS PROPOSED TO BE ONE AND NO DEPUTY AUDITOR	Mgmt	For	For
17	RESOLUTION REGARDING REMUNERATION TO THE AUDITOR	Mgmt	For	For
18	ELECTION OF AUDITOR: THE AUDITOR COMPANY KPMG AB IS PROPOSED TO BE RE-ELECTED AS AUDITOR FOR THE PERIOD AS OF THE END OF THE ANNUAL GENERAL MEETING 2014 UNTIL THE END OF THE ANNUAL GENERAL MEETING 2015	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TAIWAN SECOM

Security:	Y8461H100	Agenda Number:	705336039
Ticker:		Meeting Type:	AGM
ISIN:	TW0009917005	Meeting Date:	6/24/2014

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 2013 BUSINESS OPERATIONS AND THE 2013 FINANCIAL STATEMENTS	Non-Voting
A.2	THE 2013 AUDITED REPORTS	Non-Voting
B.1	THE 2013 FINANCIAL STATEMENTS	Mgmt	For	For

B.2	THE 2013 PROFIT DISTRIBUTION. PROPOSED CASH DIVIDEND: TWD 3.5 PER SHARE	Mgmt	For	For
B.3	THE ISSUANCE OF NEW SHARES FROM RETAINED EARNINGS. PROPOSED STOCK DIVIDEND: 15 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 ASSET ACQUISITION OR DISPOSAL	Mgmt	For	For
B61.1	THE ELECTION OF THE DIRECTOR: NAME: CHENG SHIN INVESTMENT LTD. / SHAREHOLDER NO.16349 REPRESENTATIVE: LIN, SHIAW-SHINN	Mgmt	Against	Against
B61.2	THE ELECTION OF THE DIRECTOR: NAME: YUAN HSING INVESTMENT LTD. / SHAREHOLDER NO.1842 REPRESENTATIVE: VINCENT M. LIN	Mgmt	For	For
B61.3	THE ELECTION OF THE DIRECTOR: NAME: SECOM CO., LTD. / SHAREHOLDER NO.93 REPRESENTATIVE: HIROSHI ISHIKAWA	Mgmt	Against	Against
B61.4	THE ELECTION OF THE DIRECTOR: NAME: SECOM CO., LTD. / SHAREHOLDER NO.93 REPRESENTATIVE: HITOSHI WADA	Mgmt	For	For
B61.5	THE ELECTION OF THE DIRECTOR: NAME: SECOM CO., LTD. / SHAREHOLDER NO.93 REPRESENTATIVE: HIROFUMI ONODERA	Mgmt	For	For
B61.6	THE ELECTION OF THE DIRECTOR: NAME: SHIN LAN INVESTMENT CO., LTD. / SHAREHOLDER NO.199 REPRESENTATIVE: FRANK LIN	Mgmt	For	For
B61.7	THE ELECTION OF THE DIRECTOR: NAME: WEA, CHI-LIN / ID NO.J100196868	Mgmt	For	For
B61.8	THE ELECTION OF THE DIRECTOR: NAME: TIEN, HUNG-MAO / SHAREHOLDER NO.45251	Mgmt	For	For
B61.9	THE ELECTION OF THE DIRECTOR: NAME: TU, HENG-YI / ID NO.A120942019	Mgmt	For	For

B6110	THE ELECTION OF THE DIRECTOR: NAME: CHANG-QIAO INVESTMENT AND DEVELOPMENT LTD. / SHAREHOLDER NO.46247 REPRESENTATIVE: PAUL LIAO	Mgmt	For	For
B6111	THE ELECTION OF THE DIRECTOR: NAME: GOLDEN FLORA INVESTMENT CO., LTD. / SHAREHOLDER NO.41991 REPRESENTATIVE: HSU, MING-TEH	Mgmt	For	For
B6112	THE ELECTION OF THE DIRECTOR: NAME: TAIWAN SECOM CULTURAL FOUNDATION / SHAREHOLDER NO.48821 REPRESENTATIVE: LIVIA YU	Mgmt	For	For
B62.1	THE ELECTION OF THE SUPERVISOR: NAME: LIN SHAN BIOTECH CO. , LTD. / SHAREHOLDER NO.1841 REPRESENTATIVE: STEVE LIN	Mgmt	Against	Against
B62.2	THE ELECTION OF THE SUPERVISOR: NAME: SHANG GIING INVESTMENT CO. , LTD. / SHAREHOLDER NO.1843 REPRESENTATIVE: YU, MING-HSEIN	Mgmt	For	For
B.7	EXTRAORDINARY MOTIONS	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

TECO ELECTRIC & MACHINERY CO LTD

Security:	Y8563V106	Agenda Number:	705324200
Ticker:		Meeting Type:	AGM
ISIN:	TW0001504009	Meeting Date:	6/23/2014

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 2013 BUSINESS OPERATIONS	Non-Voting
A.2	THE 2013 AUDITED REPORTS	Non-Voting
A.3	THE STATUS OF ENDORSEMENT, GUARANTEE AND MONETARY LOANS	Non-Voting

A.4	THE STATUS OF CORPORATE BONDS	Non-Voting
B.1	THE 2013 BUSINESS REPORTS, FINANCIAL STATEMENTS	Mgmt	For	For
B.2	THE 2013 PROFIT DISTRIBUTION. PROPOSED CASH DIVIDEND: TWD1.1 PER SHARE	Mgmt	For	For
B.3	THE REVISION TO THE USAGE PLAN OF THE CORPORATE BONDS ON 2013	Mgmt	For	For
B.4	THE REVISION TO THE ARTICLES OF INCORPORATION	Mgmt	For	For
B.5	THE REVISION TO THE PROCEDURES OF THE ELECTION OF THE DIRECTORS	Mgmt	For	For
B.6	THE REVISION TO THE PROCEDURES OF ASSET ACQUISITION OR DISPOSAL	Mgmt	For	For
CMMT	28-MAY-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF TEXT IN RESOLUTION A.3. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

TELEFONICA, S.A.

Security:	879382208	Agenda Number:	934020087
Ticker:	TEF	Meeting Type:	Annual
ISIN:	US8793822086	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	EXAMINATION AND APPROVAL, IF APPLICABLE, OF INDIVIDUAL ANNUAL ACCOUNTS, CONSOLIDATED FINANCIAL STATEMENTS & MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP OF COMPANIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY MATERIAL.	Mgmt	For
2.	RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2014.	Mgmt	For

3.	SHAREHOLDER COMPENSATION BY MEANS OF A SCRIP DIVIDEND. INCREASE IN SHARE CAPITAL BY SUCH AMOUNT AS MAY BE DETERMINED PURSUANT TO THE TERMS AND CONDITION OF THE RESOLUTION, ALL AS MORE FULLY DESCRIBED IN THE PROXY MATERIAL.	Mgmt	For
4.	DELEGATION TO DIRECTORS OF POWER TO ISSUE DEBENTURES, BONDS, NOTES & OTHER FIXED-INCOME SECURITIES AND HYBRID INSTRUMENTS, INCLUDING PREFERRED SHARES, BE THEY SIMPLE, EXCHANGEABLE AND/OR CONVERTIBLE, ALL AS MORE FULLY DESCRIBED IN THE MATERIAL	Mgmt	For
5.	AUTHORIZATION FOR THE ACQUISITION OF THE COMPANY’S OWN SHARES DIRECTLY OR THROUGH COMPANIES OF THE GROUP.	Mgmt	For
6.	APPROVAL OF A LONG-TERM INCENTIVE PLAN CONSISTING OF THE DELIVERY OF SHARES OF TELEFONICA, S.A. FOR THE EXECUTIVES OF THE TELEFONICA GROUP.	Mgmt	For
7.	APPROVAL OF A GLOBAL INCENTIVE TELEFONICA, S.A. SHARES PURCHASE PLAN FOR THE EMPLOYEES OF THE TELEFONICA GROUP.	Mgmt	For
8.	DELEGATION OF POWERS TO FORMALIZE, INTERPRET, CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS.	Mgmt	For
9.	CONSULTATIVE VOTE ON THE ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS.	Mgmt	For

Manning & Napier Fund, Inc. International Series

TELEVISION FRANCAISE 1 SA TF1, BOULOGNE BILLANCOUR

Security:	F91255103	Agenda Number:	704982063
Ticker:		Meeting Type:	MIX
ISIN:	FR0000054900	Meeting Date:	4/17/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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 annual corporate financial statements and transactions for the 2013 financial year	Mgmt	For	For
O.2	Approval of the consolidated financial statements and transactions for the 2013 financial year	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 2013 financial year and setting the dividend	Mgmt	For	For
O.6	Renewal of term of Mrs. Janine Langlois- Glandieras Board member for a two-year period	Mgmt	For	For
O.7	Acknowledgement of the election of employee representatives	Mgmt	For	For
O.8	Approval of the elements of compensation owed or paid to Mr. Nonce Paolini, CEO, for the 2013 financial year	Mgmt	For	For
O.9	Authorization granted to the Board of Directors to allow the Company to trade in its own shares	Mgmt	For	For
E.10	Authorization granted to the Board of Directors to reduce share capital by cancellation of treasury shares of the Company	Mgmt	For	For
E.11	Authorization granted to the Board of Directors to grant share subscription or purchase options, with the cancellation of preferential subscription rights, if appropriate	Mgmt	For	For

E.12	Authorization granted to the Board of Directors to allocate free shares existing or shares to be issued, with the cancellation of preferential subscription rights, if appropriate	Mgmt	For	For
E.13	Powers to carry out all legal formalities	Mgmt	For	For
CMMT	26 MAR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0226/2014022614004 37.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0326/201403261400 793.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

Manning & Napier Fund, Inc. International Series

TEMENOS GROUP AG, GENF

Security:	H8547Q107	Agenda Number:	705169147
Ticker:		Meeting Type:	OGM
ISIN:	CH0012453913	Meeting Date:	5/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 311635 DUE TO ADDITION OF RESOLUTION 11. 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	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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting

1	2013 ANNUAL REPORT, 2013 ANNUAL FINANCIAL STATEMENTS (INCLUDING THE COMPENSATION REPORT), 2013 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 : DIVIDEND CHF 0.35	Mgmt	For	For
4	CAPITAL REDUCTION: ARTICLE 3	Mgmt	For	For
5	DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT	Mgmt	For	For
6	REVISION OF THE ARTICLES OF ASSOCIATION: AMENDMENTS AND NEW PROVISIONS	Mgmt	For	For
7.1	THE BOARD OF DIRECTORS PROPOSES THE ELECTION OF Ms. YOK TAK AMY YIP AS MEMBER OF THE BOARD OF DIRECTORS UNTIL COMPLETION OF THE NEXT ORDINARY ANNUAL GENERAL MEETING OF SHAREHOLDERS	Mgmt	For	For
7.2.1	RE-ELECTION: MR. ANDREAS ANDREADES, MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTOR	Mgmt	For	For
7.2.2	RE-ELECTION: MR. GEORGE KOUKIS, MEMBER OF THE BOARD OF DIRECTOR	Mgmt	For	For
7.2.3	RE-ELECTION: MR. IAN COOKSON, MEMBER OF THE BOARD OF DIRECTOR	Mgmt	For	For
7.2.4	RE-ELECTION: MR. THIBAULT DE TERSANT, MEMBER OF THE BOARD OF DIRECTOR	Mgmt	For	For
7.2.5	RE-ELECTION: MR. SERGIO GIACOLETTO- ROGGIO, MEMBER OF THE BOARD OF DIRECTOR	Mgmt	For	For
7.2.6	RE-ELECTION: MR. ERIK HANSEN, MEMBER OF THE BOARD OF DIRECTOR	Mgmt	For	For

8.1	ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: MR. SERGIO GIACOLETTO-ROGGIO	Mgmt	For	For
8.2	ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: MR. IAN COOKSON	Mgmt	For	For
8.3	ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: MR. ERIK HANSEN	Mgmt	For	For
9	THE BOARD OF DIRECTORS PROPOSES THE ELECTION OF THE FIRM PONCET BUHLER LACIN & VALLERY AS INDEPENDENT PROXY HOLDER UNTIL COMPLETION OF THE NEXT ORDINARY ANNUAL GENERAL MEETING OF SHAREHOLDERS	Mgmt	For	For
10	THE BOARD OF DIRECTORS PROPOSES THE RE-ELECTION OF PRICEWATERHOUSECOOPERS SA, GENEVA, AS AUDITORS FOR A NEW TERM OF OFFICE OF ONE YEAR	Mgmt	For	For
11	TRANSACT OTHER BUSINESS	Mgmt	Against	Against
CMMT	17 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO TEXT OF RESOLUTIONS 8.1 TO 8.3. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 317393 PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

TESCO PLC, CHESHUNT

Security:	G87621101	Agenda Number:	705321634
Ticker:		Meeting Type:	AGM
ISIN:	GB0008847096	Meeting Date:	6/27/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO RECEIVE THE REPORTS AND ACCOUNTS	Mgmt	For	For
2	TO APPROVE THE DIRECTORS’ REMUNERATION REPORT	Mgmt	For	For
3	TO APPROVE THE DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For

4	TO DECLARE A FINAL DIVIDEND: 10.13 PENCE PER ORDINARY SHARE	Mgmt	For	For
5	TO ELECT MARK ARMOUR AS A DIRECTOR	Mgmt	For	For
6	TO RE-ELECT SIR RICHARD BROADBENT AS A DIRECTOR	Mgmt	For	For
7	TO RE-ELECT PHILIP CLARKE AS A DIRECTOR	Mgmt	For	For
8	TO RE-ELECT GARETH BULLOCK AS A DIRECTOR	Mgmt	For	For
9	TO RE-ELECT PATRICK CESCAU AS A DIRECTOR	Mgmt	For	For
10	TO RE-ELECT STUART CHAMBERS AS A DIRECTOR	Mgmt	For	For
11	TO RE-ELECT OLIVIA GARFIELD AS A DIRECTOR	Mgmt	For	For
12	TO RE-ELECT KEN HANNA AS A DIRECTOR	Mgmt	For	For
13	TO RE-ELECT DEANNA OPPENHEIMER AS A DIRECTOR	Mgmt	For	For
14	TO RE-ELECT JACQUELINE TAMMENOMS BAKKER AS A DIRECTOR	Mgmt	For	For
15	TO RE-APPOINT THE AUDITORS: PRICEWATERHOUSECOOPERS LLP	Mgmt	For	For
16	TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION	Mgmt	For	For
17	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Mgmt	For	For

18	TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For
19	TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For
20	TO AUTHORISE POLITICAL DONATIONS BY THE COMPANY AND ITS SUBSIDIARIES	Mgmt	For	For
21	TO AUTHORISE SHORT NOTICE GENERAL MEETINGS	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Security:	881624209	Agenda Number:	933862725
Ticker:	TEVA	Meeting Type:	Annual
ISIN:	US8816242098	Meeting Date:	8/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: PROF. MOSHE MANY	Mgmt	No vote
1B	ELECTION OF DIRECTOR: DR. ARIE BELLDEGRUN	Mgmt	No vote
1C	ELECTION OF DIRECTOR: MR. AMIR ELSTEIN	Mgmt	No vote
1D	ELECTION OF DIRECTOR: PROF. YITZHAK PETERBURG	Mgmt	No vote
2A	TO APPROVE THE PAYMENT OF A CASH BONUS TO THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER IN RESPECT OF 2012 IN AN AMOUNT OF $1,203,125.	Mgmt	No vote
2A1	DO YOU HAVE A “PERSONAL INTEREST” IN PROPOSAL 2A? SEE PAGES 1-2 OF THE PROXY STATEMENT FOR MORE INFORMATION (MARK FOR = “YES” OR AGAINST = “NO”).	Mgmt	No vote
2B	TO APPROVE BONUS OBJECTIVES AND PAYOUT TERMS FOR THE YEAR 2013 FOR THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER.	Mgmt	No vote

2B1	DO YOU HAVE A “PERSONAL INTEREST” IN PROPOSAL 2B? SEE PAGES 1-2 OF THE PROXY STATEMENT FOR MORE INFORMATION (MARK FOR = “YES” OR AGAINST = “NO”).	Mgmt	No vote
3	TO APPROVE A COMPENSATION POLICY WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S “OFFICE HOLDERS” (AS SUCH TERM IS DEFINED IN THE ISRAELI COMPANIES LAW, 5759-1999, AS AMENDED).	Mgmt	No vote
3A	DO YOU HAVE A “PERSONAL INTEREST” IN PROPOSAL 3? SEE PAGES 1-2 OF THE PROXY STATEMENT FOR MORE INFORMATION (MARK FOR = “YES” OR AGAINST = “NO”).	Mgmt	No vote
4	TO APPROVE THE RESOLUTION OF THE BOARD OF DIRECTORS TO DECLARE AND DISTRIBUTE THE CASH DIVIDENDS FOR THE FIRST AND SECOND QUARTERS OF THE YEAR ENDED DECEMBER 31, 2012, PAID IN TWO INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 2.00 (APPROXIMATELY US$0.51, ACCORDING TO THE APPLICABLE EXCHANGE RATES) PER ORDINARY SHARE (OR ADS).	Mgmt	No vote
5	TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2014 ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	No vote

Manning & Napier Fund, Inc. International Series

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Security:	881624209	Agenda Number:	933919740
Ticker:	TEVA	Meeting Type:	Special
ISIN:	US8816242098	Meeting Date:	2/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO APPROVE THE COMPENSATION OF MR. EREZ VIGODMAN, THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER-DESIGNATE, AND MATTERS RELATING THERETO.	Mgmt	For	For

Manning & Napier Fund, Inc. International Series

TOMRA SYSTEMS ASA, ASKER

Security:	R91733114	Agenda Number:	705095734
Ticker:		Meeting Type:	OGM
ISIN:	NO0005668905	Meeting Date:	4/29/2014

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	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 CHAIRMAN OF THE MEETING	Mgmt	For	For
3	ELECTION OF ONE PERSON TO SIGN THE MINUTES OF THE GENERAL MEETING TOGETHER WITH THE CHAIRMAN 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	APPROVAL OF THE ANNUAL ACCOUNTS AND THE ANNUAL REPORT FOR 2013 FOR THE COMPANY AND THE GROUP, INCLUDING PROPOSAL FOR DECLARATION OF DIVIDEND: AN ORDINARY DIVIDEND OF NOK 1.35 PER SHARE SHALL BE DISTRIBUTED	Mgmt	For	For
7	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
8	DETERMINATION OF REMUNERATION FOR THE BOARD OF DIRECTORS	Mgmt	For	For
9	DETERMINATION OF REMUNERATION FOR THE NOMINATION COMMITTEE	Mgmt	For	For
10	DETERMINATION OF REMUNERATION FOR THE AUDITOR	Mgmt	For	For
11	RE-ELECTION OF THE SHAREHOLDER ELECTED MEMBERS OF THE BOARD OF DIRECTORS: SVEIN RENNEMO (CHAIRMAN), JAN SVENSSON, ANIELA GABRIELA GJOS, BODIL SONESSON AND PIERRE COUDERC (NEW)	Mgmt	For	For
12	RE-ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE: TOM KNOFF (CHAIRMAN), ERIC DOUGLAS, HILD KINDER	Mgmt	For	For
13	AUTHORISATION REGARDING ACQUISITION AND DISPOSAL OF TREASURY SHARES	Mgmt	For	For
14	AUTHORISATION REGARDING PRIVATE PLACEMENTS OF NEWLY ISSUED SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS	Mgmt	For	For
15	DEADLINE FOR CALLING AN EXTRAORDINARY GENERAL MEETING UNTIL THE NEXT ANNUAL GENERAL MEETING	Mgmt	Against	Against
CMMT	03 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO TEXT OF RESOLUTION 13. 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

TOTVS SA

Security:	P92184103	Agenda Number:	704968354
Ticker:		Meeting Type:	AGM
ISIN:	BRTOTSACNOR8	Meeting Date:	3/14/2014

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 receive the Administrators accounts, to examine, discuss and vote on the Financial Statements regarding the fiscal year ending on December 31, 2013	Mgmt	For	For
2	Destination of the net profit of the fiscal year and the distribution of dividends	Mgmt	For	For
3	To elect the members of the Board of Directors. German Pasquale Quiroga Vilardo, Laercio Jose de Lucena Cosentino, Luis Carlos Fernandes Afonso, Maria Helena dos Santos Fernandes de Santana, Pedro Luiz Barreiros Passos, Pedro Moreira Salles and Sergio Foldes Guimaraes. For common shares	Mgmt	For	For
4	To establish the aggregate compensation of the members of the Board of Directors and of the Executive Committee	Mgmt	For	For
CMMT	19 FEB 2014: 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	19 FEB 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT AND CHANGE IN MEETING TYPE FROM OGM TO AGM. 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

TOTVS SA

Security:	P92184103	Agenda Number:	704973115
Ticker:		Meeting Type:	EGM
ISIN:	BRTOTSACNOR8	Meeting Date:	3/14/2014

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 ratification, in accordance with the terms of paragraph 1 of article 256 of Law number 6404.76, I. of the acquisition of all of the shares, through its subsidiary TOTVS Brasilia Software Ltda., of the company W&D Participacoes S.A. II. of the acquisition of 60 percent of the quotas of PRX Solucoes em Gestao groindustrial Ltda. and of P2RX Solucoes em Software S.S. Ltda. III. of the acquisition of 70 percent of the shares, through its subsidiary TOTVS Brasil Sales Ltda., of the company Ciashop, Solucoes para Comercio Eletronico S.A.	Mgmt	For	For
CMMT	26 FEB 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN SPELLING OF CORP NAME 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. International Series

TSINGTAO BREWERY CO LTD

Security:	Y8997D102	Agenda Number:	705238815
Ticker:		Meeting Type:	AGM
ISIN:	CNE1000004K1	Meeting Date:	6/16/2014

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, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING	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/2014/0429/LTN201404291630.pdf AND http://www.hkexnews.hk/listedco/listconews/S EHK/2014/0429/LTN201404291640.pdf	Non-Voting
1	TO CONSIDER AND APPROVE THE RESOLUTION OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX	Mgmt	For	For
2	TO CONSIDER AND APPROVE THE COMPANY’S 2013 WORK REPORT OF THE BOARD OF DIRECTORS	Mgmt	For	For
3	TO CONSIDER AND APPROVE THE COMPANY’S 2013 WORK REPORT OF BOARD OF SUPERVISORS	Mgmt	For	For
4	TO CONSIDER AND APPROVE THE COMPANY’S 2013 FINANCIAL STATEMENTS (AUDITED)	Mgmt	For	For
5	TO CONSIDER AND APPROVE THE COMPANY’S 2013 PROFIT DISTRIBUTION (INCLUDING DIVIDENDS DISTRIBUTION) PROPOSAL	Mgmt	For	For
6	TO CONSIDER AND APPROVE THE RE- APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS THE COMPANY’S AUDITOR FOR YEAR 2014 AND FIX ITS REMUNERATIONS NOT EXCEEDING RMB6.6 MILLION	Mgmt	For	For
7	TO CONSIDER AND APPROVE THE RE- APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS THE COMPANY’S INTERNAL CONTROL AUDITOR FOR YEAR 2014 AND FIX ITS REMUNERATIONS NOT EXCEEDING RMB1.98 MILLION	Mgmt	For	For
8.1	TO CONSIDER AND APPROVE TO ELECT MR. SUN MING BO AS THE COMPANY’S EXECUTIVE DIRECTOR	Mgmt	For	For
8.2	TO CONSIDER AND APPROVE TO ELECT MR. HUANG KE XING AS THE COMPANY’S EXECUTIVE DIRECTOR	Mgmt	For	For
8.3	TO CONSIDER AND APPROVE TO ELECT Ms. JIANG HONG AS THE COMPANY’S EXECUTIVE DIRECTOR	Mgmt	For	For

8.4	TO CONSIDER AND APPROVE TO ELECT MR. YU ZHU MING AS THE COMPANY’S EXECUTIVE DIRECTOR	Mgmt	For	For
8.5	TO CONSIDER AND APPROVE TO ELECT MR. YASUTAKA SUGIURA AS THE COMPANY’S NON-EXECUTIVE DIRECTOR	Mgmt	Against	Against
8.6	TO CONSIDER AND APPROVE TO ELECT MR. WANG XUE ZHENG AS THE COMPANY’S INDEPENDENT NON- EXECUTIVE DIRECTOR	Mgmt	For	For
8.7	TO CONSIDER AND APPROVE TO ELECT MR. MA HAI TAO AS THE COMPANY’S INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	For	For
8.8	TO CONSIDER AND APPROVE TO ELECT MR. BEN SHENG LIN AS THE COMPANY’S INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	For	For
8.9	TO CONSIDER AND APPROVE TO ELECT MR. JIANG MIN AS THE COMPANY’S INDEPENDENT NON-EXECUTIVE DIRECTOR	Mgmt	For	For
9.1	TO CONSIDER AND APPROVE TO ELECT MR. DUAN JIA JUN AS THE COMPANY’S SUPERVISOR AS SHAREHOLDERS’ REPRESENTATIVE	Mgmt	Against	Against
9.2	TO CONSIDER AND APPROVE TO ELECT MR. KATSUYUKI KAWATSURA AS THE COMPANY’S SUPERVISOR AS SHAREHOLDERS’ REPRESENTATIVE	Mgmt	For	For
9.3	TO CONSIDER AND APPROVE TO ELECT Ms. LI YAN AS THE COMPANY’S SUPERVISOR AS SHAREHOLDERS’ REPRESENTATIVE	Mgmt	For	For
9.4	TO CONSIDER AND APPROVE TO ELECT MR. WANG YA PING AS THE COMPANY’S SUPERVISOR AS SHAREHOLDERS’ REPRESENTATIVE	Mgmt	For	For
10	TO CONSIDER AND APPROVE THE REMUNERATION PROGRAM FOR THE MEMBERS OF THE NEW BOARD OF DIRECTORS AND BOARD OF SUPERVISORS, AND AUTHORIZE THE BOARD TO DETERMINE THE INDIVIDUAL REMUNERATION FOR EACH DIRECTOR AND SUPERVISOR	Mgmt	For	For

11 TO CONSIDER AND APPROVE THE RESOLUTION OF PURCHASING “LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OFFICERS” FOR EACH MEMBER OF THE NEW BOARD OF DIRECTORS, BOARD OF SUPERVISORS AND SENIOR MANAGEMENT OFFICERS Mgmt Abstain Against

Manning & Napier Fund, Inc. International Series

UNILEVER PLC

Security:	904767704	Agenda Number:	933969416
Ticker:	UL	Meeting Type:	Annual
ISIN:	US9047677045	Meeting Date:	5/14/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013	Mgmt	For	For
2.	TO APPROVE THE DIRECTORS’ REMUNERATION POLICY	Mgmt	For	For
3.	AN ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY)	Mgmt	For	For
4.	TO RE-ELECT MR P G J M POLMAN AS A DIRECTOR	Mgmt	For	For
5.	TO RE-ELECT MR R J-M S HUET AS A DIRECTOR	Mgmt	For	For
6.	TO RE-ELECT MRS L M CHA AS A DIRECTOR	Mgmt	For	For
7.	TO RE-ELECT PROFESSOR L O FRESCO AS A DIRECTOR	Mgmt	For	For
8.	TO RE-ELECT MS A M FUDGE AS A DIRECTOR	Mgmt	For	For
9.	TO RE-ELECT DR B E GROTE AS A DIRECTOR	Mgmt	For	For
10.	TO RE-ELECT MS M MA AS A DIRECTOR	Mgmt	For	For

11.	TO RE-ELECT MS H NYASULU AS A DIRECTOR	Mgmt	For	For
12.	TO RE-ELECT THE RT HON SIR MALCOLM RIFKIND MP AS A DIRECTOR	Mgmt	For	For
13.	TO RE-ELECT MR J RISHTON AS A DIRECTOR	Mgmt	For	For
14.	TO RE-ELECT MR K J STORM AS A DIRECTOR	Mgmt	For	For
15.	TO RE-ELECT MR M TRESCHOW AS A DIRECTOR	Mgmt	For	For
16.	TO RE-ELECT MR P S WALSH AS A DIRECTOR	Mgmt	For	For
17.	TO ELECT MR F SIJBESMA AS A DIRECTOR	Mgmt	For	For
18.	TO APPOINT KPMG LLP AS AUDITORS OF THE COMPANY	Mgmt	For	For
19.	TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS	Mgmt	For	For
20.	TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES	Mgmt	For	For
21.	TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS	Mgmt	For	For
22.	TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES	Mgmt	For	For
23.	TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE	Mgmt	For	For
24.	TO SHORTEN THE NOTICE PERIOD FOR GENERAL MEETINGS	Mgmt	Against	Against

Manning & Napier Fund, Inc. International Series

WAL-MART DE MEXICO SAB DE CV, MEXICO

Security:	P98180105	Agenda Number:	705023012
Ticker:		Meeting Type:	AGM
ISIN:	MXP810081010	Meeting Date:	3/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
I.A	Presentation, discussion and, if deemed appropriate, approval of the report: from the board of directors	Mgmt	For	For
I.B	Presentation, discussion and, if deemed appropriate, approval of the report: from the director general	Mgmt	For	For
I.C	Presentation, discussion and, if deemed appropriate, approval of the report: from the audit and corporate practices committees	Mgmt	For	For
I.D	Presentation, discussion and, if deemed appropriate, approval of the report: regarding the fulfillment of the tax obligations	Mgmt	For	For
I.E	Presentation, discussion and, if deemed appropriate, approval of the report: regarding the stock plan for personnel	Mgmt	For	For
I.F	Presentation, discussion and, if deemed appropriate, approval of the report: regarding the status of the fund for the purchase of shares of the company and of the shares of the company that were purchased during 2013	Mgmt	For	For
I.G	Presentation, discussion and, if deemed appropriate, approval of the report: of the Walmart de Mexico Foundation	Mgmt	For	For
II	Discussion and, if deemed appropriate, approval of the audited, consolidated financial statements to December 31, 2013	Mgmt	For	For
III	Discussion and, if deemed appropriate, approval of the plan for the allocation of results for the period from January 1 through December 31, 2013, and, if deemed appropriate, for the payment of dividends	Mgmt	For	For
IV	Discussion and, if deemed appropriate, approval of the plan to cancel shares of the company that were purchased by the company and that are currently held in treasury	Mgmt	For	For
V	Appointment or ratification of the members of the board of directors, of the chairpersons of the audit and corporate practices committees and of the compensation that they are to receive during the current fiscal year	Mgmt	For	For

VI Discussion and, if deemed appropriate, approval of the resolutions that are contained in the minutes of the general meeting that was held and the designation of special delegates who will execute the resolutions that are passed Mgmt For For

Manning & Napier Fund, Inc. International Series

ZON OPTIMUS SGPS S.A., LISBOA

Security:	X9819B101	Agenda Number:	704721023
Ticker:		Meeting Type:	EGM
ISIN:	PTZON0AM0006	Meeting Date:	10/1/2013

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 MINIMUM SHARES TO VOTE IS 400. THANK YOU.	Non-Voting
1	To resolve on the amendment by modification, suppression, and/or addition, of all the articles in the Articles of Association of Zon Optimus, SGPS, S.A. with the exception of articles 1, 5, 6 and 8	Mgmt	For	For
2	To resolve on the election of the members of the corporate bodies, with the exception of the chartered accountant, for the 2013/2015 three year term	Mgmt	Against	Against
3	To resolve on the election of PricewaterhouseCoopers, the chartered accountant for the 2013/2015 three year term	Mgmt	For	For
4	To resolve on the appointment of the Compensation Committee	Mgmt	For	For
CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 23 SEP 2013 TO 24 SEP 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

ZON OPTIMUS SGPS S.A., LISBOA

Security:	X9819B101	Agenda Number:	705088525
Ticker:		Meeting Type:	AGM
ISIN:	PTZON0AM0006	Meeting Date:	4/23/2014

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	Discuss the management report, balance and individual and consolidated accounts regarding year 2013	Mgmt	For	For
2	To resolve on the proposal for application of results	Mgmt	For	For
3	To assess, in general terms, the management of the company	Mgmt	For	For
4	To resolve about the election of the auditor for the period 2013/2015	Mgmt	For	For
5	Discuss the salaries commission declaration about the remuneration policy of the board of directors and governing bodies	Mgmt	For	For
6	Discuss about the acquisition and sale of own shares	Mgmt	For	For
7	Resolve on the proposal of the board of directors for definition of a variable remuneration policy of the company and approval of the respective regulation	Mgmt	For	For
8	Resolve on the amendment of the following provisions of the articles of association: Art.1, NR 3 of Art.7, Item B) of the NR 1 of Art.24	Mgmt	For	For
CMMT	PLEASE NOTE THAT CONDITIONS FOR THE MEETING: MINIMUM SHS / VOTING RIGHT: 100/1	Non-Voting

CMMT 04 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 15 APR 2014 TO 11 APR 2014. 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

ZON OPTIMUS SGPS S.A., LISBOA

Security:	X9819B101	Agenda Number:	705323575
Ticker:		Meeting Type:	EGM
ISIN:	PTZON0AM0006	Meeting Date:	6/20/2014

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	TO RESOLVE ON THE AMENDMENT OF ARTICLE 1 OF THE COMPANY’S ARTICLES OF ASSOCIATION	Mgmt	For	For
CMMT	28 MAY 2014: PLEASE NOTE THAT SHAREHOLDERS MAY ONLY ATTEND IN THE SHAREHOLDERS MEETING IF THEY HOLD VOTING RIGHTS OF A MINIMUM OF 100 SHARES WHICH CORRESPOND TO ONE VOTING RIGHT. THANK YOU.	Non-Voting
CMMT	28 MAY 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. International Series

ZURICH INSURANCE GROUP AG, ZUERICH

Security:	H9870Y105	Agenda Number:	705011334
Ticker:		Meeting Type:	AGM
ISIN:	CH0011075394	Meeting Date:	4/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
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. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND 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. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE	Non-Voting
1.1	Approval of the annual report, the annual financial statements and the consolidated financial statements for 2013	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 2013	Mgmt	For	For
2.2	Appropriation of reserves from capital contributions : Dividends of CHF 17.00 per share	Mgmt	For	For
3	Discharge of members of the board of directors and of the group executive committee	Mgmt	For	For
4.1.1	Re-election of Mr. Tom De Swaan as chairman of the board of directors	Mgmt	For	For
4.1.2	Re-election of Ms. Susan Bies as member of the board of directors	Mgmt	For	For
4.1.3	Re-election of Dame Alison Carnwath as member of the board of directors	Mgmt	For	For
4.1.4	Re-election of Mr. Rafael Del Pino as member of the board of directors	Mgmt	For	For

4.1.5	Re-election of Mr. Thomas K. Escher as member of the board of directors	Mgmt	Against	Against
4.1.6	Re-election of Mr. Fred Kindle as member of the board of directors	Mgmt	For	For
4.1.7	Re-election of Ms. Monica Maechler as member of the board of directors	Mgmt	For	For
4.1.8	Re-election of Mr. Don Nicolaisen as member of the board of directors	Mgmt	For	For
4.1.9	Election of Mr. Christoph Franz as member of the board of directors	Mgmt	For	For
4.2.1	Re-election of Dame Alison Carnwath as member of the remuneration committee	Mgmt	For	For
4.2.2	Re-election of Mr. Tom De Swaan as member of the remuneration committee	Mgmt	For	For
4.2.3	Re-election of Mr. Rafael Del Pino as member of the remuneration committee	Mgmt	For	For
4.2.4	Re-election of Mr. Thomas K. Escher as member of the remuneration committee	Mgmt	Against	Against
4.3	Election of Mr. LIC. Iur. Andreas G. Keller, attorney at law, as independent voting rights representative	Mgmt	For	For
4.4	Re-election of auditors / PricewaterhouseCoopers Ltd, Zurich	Mgmt	For	For
5	Creation of an authorised share capital and approval of the revision of the articles of incorporation (article 5 Bis)	Mgmt	For	For
6	Revision of the articles of incorporation (in conformity with legislative amendments to Swiss company law)	Mgmt	Against	Against
7	Ad hoc	Mgmt	Against	Against

CMMT 13 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION 2.2 AND MODIFICATION TO THE TEXT OF RESOLUTION 4.2.4. 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. Life Sciences Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 12

Manning & Napier Fund, Inc. Life Sciences Series

BECTON, DICKINSON AND COMPANY

Security:	075887109	Agenda Number:	933909434
Ticker:	BDX	Meeting Type:	Annual
ISIN:	US0758871091	Meeting Date:	1/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BASIL L. ANDERSON	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: HENRY P. BECTON, JR.	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: CATHERINE M. BURZIK	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: EDWARD F. DEGRAAN	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: VINCENT A. FORLENZA	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: CLAIRE M. FRASER	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: CHRISTOPHER JONES	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: MARSHALL O. LARSEN	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: GARY A. MECKLENBURG	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: JAMES F. ORR	Mgmt	For	For

1K.	ELECTION OF DIRECTOR: WILLARD J. OVERLOCK, JR.	Mgmt	For	For
1L.	ELECTION OF DIRECTOR: REBECCA W. RIMEL	Mgmt	For	For
1M.	ELECTION OF DIRECTOR: BERTRAM L. SCOTT	Mgmt	For	For
1N.	ELECTION OF DIRECTOR: ALFRED SOMMER	Mgmt	For	For
2.	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For
4.	APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER BD’S 2004 EMPLOYEE AND DIRECTOR EQUITY- BASED COMPENSATION PLAN.	Mgmt	For	For
5.	APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER BD’S PERFORMANCE INCENTIVE PLAN.	Mgmt	For	For
6.	SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIR.	Shr	For	Against

Manning & Napier Fund, Inc. Life Sciences Series

GLENMARK PHARMACEUTICALS LTD

Security:	Y2711C144	Agenda Number:	704641504
Ticker:		Meeting Type:	AGM
ISIN:	INE935A01035	Meeting Date:	8/2/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive, consider, approve and adopt the Audited Balance Sheet as at 31 March 2013 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. D. R. Mehta who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	For	For
4	To appoint a Director in place of Mr. Sridhar Gorthi who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
5	To appoint a Director in place of Mr. J. F. Ribeiro who retires by rotation and being eligible, offers himself for re-appointment	Mgmt	Against	Against
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

Manning & Napier Fund, Inc. Life Sciences Series

HOLOGIC, INC.

Security:	436440101	Agenda Number:	933916744
Ticker:	HOLX	Meeting Type:	Annual
ISIN:	US4364401012	Meeting Date:	3/4/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JONATHAN CHRISTODORO	Mgmt	For	For
	2       SALLY W. CRAWFORD	Mgmt	Withheld	Against
	3       SCOTT T. GARRETT	Mgmt	For	For
	4       DAVID R. LAVANCE, JR.	Mgmt	Withheld	Against
	5       NANCY L. LEAMING	Mgmt	Withheld	Against
	6       LAWRENCE M. LEVY	Mgmt	Withheld	Against
	7       STEPHEN P. MACMILLAN	Mgmt	For	For
	8       SAMUEL MERKSAMER	Mgmt	For	For
	9       CHRISTIANA STAMOULIS	Mgmt	For	For
	10     ELAINE S. ULLIAN	Mgmt	Withheld	Against
	11     WAYNE WILSON	Mgmt	Withheld	Against
2.	A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	Against	Against
3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Life Sciences Series

MINDRAY MEDICAL INT’L LTD.

Security:	602675100	Agenda Number:	933902199
Ticker:	MR	Meeting Type:	Annual
ISIN:	US6026751007	Meeting Date:	12/17/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	RE-ELECTION OF MS. JOYCE I-YIN HSU AS A DIRECTOR OF THE BOARD OF THE COMPANY.	Mgmt	Against	Against
2	RE-ELECTION OF MR. WU QIYAO AS A DIRECTOR OF THE COMPANY.	Mgmt	For	For
3	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS 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

MYRIAD GENETICS, INC.

Security:	62855J104	Agenda Number:	933887311
Ticker:	MYGN	Meeting Type:	Annual
ISIN:	US62855J1043	Meeting Date:	12/5/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       PETER D. MELDRUM	Mgmt	For	For
	2       HEINER DREISMANN, PH.D.	Mgmt	For	For
2.	TO APPROVE A PROPOSED AMENDMENT TO THE COMPANY’S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.	Mgmt	For	For
3.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2014.	Mgmt	For	For
4.	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

QUALICORP SA, SAO PAULO

Security:	P7S21H105	Agenda Number:	704686584
Ticker:		Meeting Type:	EGM
ISIN:	BRQUALACNOR6	Meeting Date:	8/22/2013

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
1	To discuss and vote regarding an addendum to the company stock option plan	Mgmt	Abstain	Against
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. Life Sciences Series

SIRONA DENTAL SYSTEMS, INC.

Security:	82966C103	Agenda Number:	933919207
Ticker:	SIRO	Meeting Type:	Annual
ISIN:	US82966C1036	Meeting Date:	2/19/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	DIRECTOR
	1       WILLIAM K. HOOD	Mgmt	For	For
	2       THOMAS JETTER	Mgmt	For	For
	3       H.M. JANSEN KRAEMER JR.	Mgmt	For	For
	4       JEFFREY T. SLOVIN	Mgmt	For	For

02	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, 2014.	Mgmt	For	For
03	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For
04	TO ADOPT AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 137

Manning & Napier Fund, Inc. Real Estate Series

ACCOR SA, COURCOURONNES

Security:	F00189120	Agenda Number:	705057823
Ticker:		Meeting Type:	MIX
ISIN:	FR0000120404	Meeting Date:	4/29/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	09 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0324/2014032414007 62.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal-officiel.gouv.fr//pdf/2014/0409/201404091401 005.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
1	Approval of the annual corporate financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
2	Approval of the consolidated financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
3	Allocation of income and dividend distribution EUR 0.80 per Share	Mgmt	For	For

4	Option for payment of the dividend in shares	Mgmt	For	For
5	Approval of regulated commitments benefiting Mr. Sebastien Bazin	Mgmt	For	For
6	Approval of regulated agreements and commitments benefiting Mr. Sven Boinet	Mgmt	For	For
7	Approval of a regulated commitment benefiting Mr. Denis Hennequin	Mgmt	Against	Against
8	Approval of a regulated agreement benefiting Mr. Yann Caillere	Mgmt	Against	Against
9	Approval of a regulated agreement benefiting Institut Paul Bocuse	Mgmt	For	For
10	Renewal of term of Mr. Sebastien Bazin as Board member	Mgmt	For	For
11	Renewal of term of Mrs. Iris Knobloch as Board member	Mgmt	For	For
12	Renewal of term of Mrs. Virginie Morgon as Board member	Mgmt	Against	Against
13	Appointment of Mr. Jonathan Grunzweig as Board member	Mgmt	For	For
14	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For
15	Authorization to the Board of Directors to reduce share capital by cancellation of shares	Mgmt	For	For
16	Amendment to Article 12 of the bylaws to determine the terms of appointment of Board members representing employees and to increase the minimum number of shares to be held by the Board members	Mgmt	For	For
17	Notice on the compensation owed or paid to Mr. Denis Hennequin for the financial year ended on December 31, 2013	Mgmt	For	For

18	Notice on the compensation owed or paid to Mr. Yann Caillere for the financial year ended on December 31, 2013	Mgmt	For	For
19	Notice on the compensation owed or paid to Mr. Sebastien Bazin for the financial year ended on December 31, 2013	Mgmt	For	For
20	Notice on the compensation owed or paid to Mr. Sven Boinet for the financial year ended on December 31, 2013	Mgmt	For	For
21	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

AGREE REALTY CORPORATION

Security:	008492100	Agenda Number:	933943246
Ticker:	ADC	Meeting Type:	Annual
ISIN:	US0084921008	Meeting Date:	5/5/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       FARRIS G. KALIL	Mgmt	For	For
	2       GENE SILVERMAN	Mgmt	For	For
2	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.	Mgmt	For	For
4	TO APPROVE THE AGREE REALTY CORPORATION 2014 OMNIBUS INCENTIVE PLAN.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Security:	015271109	Agenda Number:	934005213
Ticker:	ARE	Meeting Type:	Annual
ISIN:	US0152711091	Meeting Date:	5/29/2014

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	For	For
	3       JOHN L. ATKINS, III	Mgmt	For	For
	4       MARIA C. FREIRE	Mgmt	For	For
	5       STEVEN R. HASH	Mgmt	For	For
	6       RICHARD H. KLEIN	Mgmt	For	For
	7       JAMES H. RICHARDSON	Mgmt	For	For
2.	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 1997 STOCK AWARD AND INCENTIVE PLAN.	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	For	For
4.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

AMERICAN CAMPUS COMMUNITIES, INC.

Security:	024835100	Agenda Number:	933952170
Ticker:	ACC	Meeting Type:	Annual
ISIN:	US0248351001	Meeting Date:	5/1/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: WILLIAM C. BAYLESS JR.	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: R.D. BURCK	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: G. STEVEN DAWSON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: CYDNEY C. DONNELL	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: DENNIS G. LOPEZ	Mgmt	For	For

1F.	ELECTION OF DIRECTOR: EDWARD LOWENTHAL	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: OLIVER LUCK	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: C. PATRICK OLES, JR.	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: WINSTON W. WALKER	Mgmt	For	For
2.	RATIFICATION OF ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR 2014	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

AMERICAN CAPITAL AGENCY CORP.

Security:	02503X105	Agenda Number:	933929880
Ticker:	AGNC	Meeting Type:	Annual
ISIN:	US02503X1054	Meeting Date:	4/22/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: ROBERT M. COUCH	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: MORRIS A. DAVIS	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: RANDY E. DOBBS	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: LARRY K. HARVEY	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: PRUE B. LAROCCA	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: ALVIN N. PURYEAR	Mgmt	For	For

1.7	ELECTION OF DIRECTOR: MALON WILKUS	Mgmt	For	For
1.8	ELECTION OF DIRECTOR: JOHN R. ERICKSON	Mgmt	Against	Against
1.9	ELECTION OF DIRECTOR: SAMUEL A. FLAX	Mgmt	For	For
2.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

AMREIT, INC.

Security:	03216B208	Agenda Number:	933972994
Ticker:	AMRE	Meeting Type:	Annual
ISIN:	US03216B2088	Meeting Date:	5/15/2014

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	For	For
	5       H.L. “HANK” RUSH, JR.	Mgmt	For	For
	6       PHILIP TAGGART	Mgmt	For	For
	7       H. KERR TAYLOR	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ANNALY CAPITAL MANAGEMENT, INC.
Security:	035710409	Agenda Number:	933971310
Ticker:	NLY	Meeting Type:	Annual
ISIN:	US0357104092	Meeting Date:	5/22/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: JONATHAN D. GREEN	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: JOHN H. SCHAEFER	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: FRANCINE J. BOVICH	Mgmt	For	For
2.	THE PROPOSAL TO APPROVE A NON- BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.	Mgmt	Abstain	Against
3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2014 FISCAL YEAR.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

APARTMENT INVESTMENT AND MANAGEMENT CO.

Security:	03748R101	Agenda Number:	933937596
Ticker:	AIV	Meeting Type:	Annual
ISIN:	US03748R1014	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: JAMES N. BAILEY	Mgmt	For	For
1B	ELECTION OF DIRECTOR: TERRY CONSIDINE	Mgmt	For	For
1C	ELECTION OF DIRECTOR: THOMAS L. KELTNER	Mgmt	For	For
1D	ELECTION OF DIRECTOR: J. LANDIS MARTIN	Mgmt	For	For
1E	ELECTION OF DIRECTOR: ROBERT A. MILLER	Mgmt	For	For
1F	ELECTION OF DIRECTOR: KATHLEEN M. NELSON	Mgmt	For	For
1G	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, 2014.	Mgmt	For	For
3	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

ASSOCIATED ESTATES REALTY CORPORATION

Security:	045604105	Agenda Number:	933961636
Ticker:	AEC	Meeting Type:	Annual
ISIN:	US0456041054	Meeting Date:	5/7/2014

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 APPROVE THE ASSOCIATED ESTATES REALTY CORPORATION AMENDED AND RESTATED 2011 EQUITY-BASED AWARD PLAN.	Mgmt	For	For
3.	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, 2014.	Mgmt	For	For
4.	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:	933983048
Ticker:	AVB	Meeting Type:	Annual
ISIN:	US0534841012	Meeting Date:	5/21/2014

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, 2014.	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 PERFORMANCE GOALS UNDER THE AVALONBAY COMMUNITIES, INC. 2009 STOCK OPTION AND INCENTIVE PLAN.	Mgmt	For	For
5.	TO ADOPT A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, THAT THE BOARD OF DIRECTORS ADOPT A POLICY ADDRESSING THE SEPARATION OF THE ROLES OF CEO AND CHAIRMAN.	Shr	Against	For

Manning & Napier Fund, Inc. Real Estate Series

BIOMED REALTY TRUST, INC.

Security:	09063H107	Agenda Number:	933961408
Ticker:	BMR	Meeting Type:	Annual
ISIN:	US09063H1077	Meeting Date:	5/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: ALAN D. GOLD	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: DANIEL M. BRADBURY	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: WILLIAM R. BRODY, M.D., PH.D.	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: GARY A. KREITZER	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: THEODORE D. ROTH	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: JANICE L. SEARS	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: 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, 2014.	Mgmt	For	For
3.	TO APPROVE A NONBINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

BOSTON PROPERTIES, INC.

Security:	101121101	Agenda Number:	933968298
Ticker:	BXP	Meeting Type:	Annual
ISIN:	US1011211018	Meeting Date:	5/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: CAROL B. EINIGER	Mgmt	For	For
1B.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: JACOB A. FRENKEL	Mgmt	For	For
1C.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: JOEL I. KLEIN	Mgmt	For	For

1D.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: DOUGLAS T. LINDE	Mgmt	For	For
1E.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: MATTHEW J. LUSTIG	Mgmt	For	For
1F.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: ALAN J. PATRICOF	Mgmt	For	For
1G.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: IVAN G. SEIDENBERG	Mgmt	For	For
1H.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: OWEN D. THOMAS	Mgmt	For	For
1I.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: MARTIN TURCHIN	Mgmt	Against	Against
1J.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: DAVID A. TWARDOCK	Mgmt	For	For
1K.	ELECTION OF DIRECTOR TO SERVE FOR A ONE-YEAR TERM: MORTIMER B. ZUCKERMAN	Mgmt	For	For
2.	TO APPROVE, BY NON-BINDING RESOLUTION, BOSTON PROPERTIES, INC’S NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For
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, 2014.	Mgmt	For	For
4.	STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.	Shr	For	Against
5.	STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF PROXY ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.	Shr	For	Against
6.	STOCKHOLDER PROPOSAL CONCERNING A POLICY REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.	Shr	For	Against

Manning & Napier Fund, Inc. Real Estate Series

CAMDEN PROPERTY TRUST

Security:	133131102	Agenda Number:	933949717
Ticker:	CPT	Meeting Type:	Annual
ISIN:	US1331311027	Meeting Date:	5/9/2014

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

CBL & ASSOCIATES PROPERTIES, INC.

Security:	124830100	Agenda Number:	933960800
Ticker:	CBL	Meeting Type:	Annual
ISIN:	US1248301004	Meeting Date:	5/5/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       CHARLES B. LEBOVITZ	Mgmt	For	For
	2       STEPHEN D. LEBOVITZ	Mgmt	For	For

	3       GARY L. BRYENTON	Mgmt	For	For
	4       A. LARRY CHAPMAN	Mgmt	For	For
	5       THOMAS J. DEROSA	Mgmt	For	For
	6       MATTHEW S. DOMINSKI	Mgmt	For	For
	7       GARY J. NAY	Mgmt	For	For
	8       KATHLEEN M. NELSON	Mgmt	For	For
2.	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY’S FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

CHESAPEAKE LODGING TRUST

Security:	165240102	Agenda Number:	933958817
Ticker:	CHSP	Meeting Type:	Annual
ISIN:	US1652401027	Meeting Date:	5/16/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF TRUSTEE: JAMES L. FRANCIS	Mgmt	For	For
1B.	ELECTION OF TRUSTEE: DOUGLAS W. VICARI	Mgmt	Against	Against
1C.	ELECTION OF TRUSTEE: THOMAS A. NATELLI	Mgmt	For	For
1D.	ELECTION OF TRUSTEE: THOMAS D. ECKERT	Mgmt	For	For
1E.	ELECTION OF TRUSTEE: JOHN W. HILL	Mgmt	For	For
1F.	ELECTION OF TRUSTEE: GEORGE F. MCKENZIE	Mgmt	For	For

1G.	ELECTION OF TRUSTEE: JEFFREY D. NUECHTERLEIN	Mgmt	For	For
2.	CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE TRUST’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3.	CONSIDER AND VOTE UPON A NON- BINDING ADVISORY PROPOSAL TO APPROVE THE TRUST’S EXECUTIVE COMPENSATION PROGRAMS AS DESCRIBED IN THE TRUST’S 2014 PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CORESITE REALTY CORPORATION

Security:	21870Q105	Agenda Number:	933975685
Ticker:	COR	Meeting Type:	Annual
ISIN:	US21870Q1058	Meeting Date:	5/29/2014

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, 2014.	Mgmt	For	For
3	THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CORPORATE OFFICE PROPERTIES TRUST

Security:	22002T108	Agenda Number:	933951053
Ticker:	OFC	Meeting Type:	Annual
ISIN:	US22002T1088	Meeting Date:	5/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF TRUSTEE: THOMAS F. BRADY	Mgmt	For	For
1B.	ELECTION OF TRUSTEE: ROBERT L. DENTON	Mgmt	For	For
1C.	ELECTION OF TRUSTEE: PHILIP L. HAWKINS	Mgmt	For	For
1D.	ELECTION OF TRUSTEE: ELIZABETH A. HIGHT	Mgmt	For	For
1E.	ELECTION OF TRUSTEE: DAVID M. JACOBSTEIN	Mgmt	For	For
1F.	ELECTION OF TRUSTEE: STEVEN D. KESLER	Mgmt	For	For
1G.	ELECTION OF TRUSTEE: C. TAYLOR PICKETT	Mgmt	For	For
1H.	ELECTION OF TRUSTEE: RICHARD SZAFRANSKI	Mgmt	For	For
1I.	ELECTION OF TRUSTEE: ROGER A. WAESCHE, JR.	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

CROWN CASTLE INTERNATIONAL CORP

Security:	228227104	Agenda Number:	933981513
Ticker:	CCI	Meeting Type:	Annual
ISIN:	US2282271046	Meeting Date:	5/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: P. ROBERT BARTOLO	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: DALE N. HATFIELD	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: LEE W. HOGAN	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: ROBERT F. MCKENZIE	Mgmt	For	For
2.	THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2014.	Mgmt	For	For
3.	THE NON-BINDING, ADVISORY VOTE REGARDING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

CUBESMART

Security:	229663109	Agenda Number:	933955974
Ticker:	CUBE	Meeting Type:	Annual
ISIN:	US2296631094	Meeting Date:	5/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       W.M. DIEFENDERFER III	Mgmt	For	For
	2       PIERO BUSSANI	Mgmt	For	For
	3       CHRISTOPHER P. MARR	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 2014.	Mgmt	For	For
3.	TO APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

D.R. HORTON, INC.

Security:	23331A109	Agenda Number:	933910564
Ticker:	DHI	Meeting Type:	Annual
ISIN:	US23331A1097	Meeting Date:	1/23/2014

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: BARBARA K. ALLEN	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: BRADLEY S. ANDERSON	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL W. HEWATT	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: DONALD J. TOMNITZ	Mgmt	For	For
2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For
3.	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

DDR CORP.

Security:	23317H102	Agenda Number:	933960331
Ticker:	DDR	Meeting Type:	Annual
ISIN:	US23317H1023	Meeting Date:	5/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: TERRANCE R. AHERN	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: JAMES C. BOLAND	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: THOMAS FINNE	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: ROBERT H. GIDEL	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: DANIEL B. HURWITZ	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: VOLKER KRAFT	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: REBECCA L. MACCARDINI	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: VICTOR B. MACFARLANE	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: CRAIG MACNAB	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: SCOTT D. ROULSTON	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: BARRY A. SHOLEM	Mgmt	For	For
2.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against
3.	RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

DIGITAL REALTY TRUST, INC.

Security:	253868103	Agenda Number:	933941115
Ticker:	DLR	Meeting Type:	Annual
ISIN:	US2538681030	Meeting Date:	4/28/2014

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: LAURENCE A. CHAPMAN	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: KATHLEEN EARLEY	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: RUANN F. ERNST, PH.D.	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: KEVIN J. KENNEDY	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: WILLIAM G. LAPERCH	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: ROBERT H. ZERBST	Mgmt	For	For
2.	TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	TO APPROVE THE DIGITAL REALTY TRUST, INC., DIGITAL SERVICES, INC. AND DIGITAL REALTY TRUST, L.P. 2014 INCENTIVE AWARD PLAN.	Mgmt	For	For
4.	TO ADOPT A RESOLUTION TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

DUPONT FABROS TECHNOLOGY, INC.

Security:	26613Q106	Agenda Number:	933971106
Ticker:	DFT	Meeting Type:	Annual
ISIN:	US26613Q1067	Meeting Date:	5/21/2014

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 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

EDUCATION REALTY TRUST, INC.

Security:	28140H104	Agenda Number:	933972413
Ticker:	EDR	Meeting Type:	Annual
ISIN:	US28140H1041	Meeting Date:	5/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JOHN V. ARABIA	Mgmt	For	For
	2       PAUL O. BOWER	Mgmt	For	For
	3       MONTE J. BARROW	Mgmt	For	For
	4       WILLIAM J. CAHILL, III	Mgmt	For	For
	5       RANDALL L. CHURCHEY	Mgmt	For	For
	6       JOHN L. FORD	Mgmt	For	For
	7       HOWARD A. SILVER	Mgmt	For	For
	8       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, 2014.	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:	933889175
Ticker:	ELS	Meeting Type:	Special
ISIN:	US29472R1086	Meeting Date:	11/25/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	TO AMEND THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE COMPANY IS AUTHORIZED TO ISSUE FROM 100,000,000 TO 200,000,000.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

EQUITY LIFESTYLE PROPERTIES, INC.

Security:	29472R108	Agenda Number:	933954225
Ticker:	ELS	Meeting Type:	Annual
ISIN:	US29472R1086	Meeting Date:	5/13/2014

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.	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
3.	APPROVAL OF OUR EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For
4.	RATIFICATION OF CERTAIN RESTRICTED STOCK GRANTS PREVIOUSLY MADE TO CERTAIN DIRECTORS, EXECUTIVE OFFICERS AND A CONSULTANT AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For
5.	APPROVAL OF OUR 2014 EQUITY INCENTIVE PLAN.	Mgmt	For	For
6.	STOCKHOLDER PROPOSAL REGARDING REPORT ON POLITICAL CONTRIBUTIONS.	Shr	For	Against

Manning & Napier Fund, Inc. Real Estate Series

EQUITY RESIDENTIAL

Security:	29476L107	Agenda Number:	933989658
Ticker:	EQR	Meeting Type:	Annual
ISIN:	US29476L1070	Meeting Date:	6/12/2014

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 2014.	Mgmt	For	For
3.	APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ESSEX PROPERTY TRUST, INC.

Security:	297178105	Agenda Number:	933924955
Ticker:	ESS	Meeting Type:	Special
ISIN:	US2971781057	Meeting Date:	3/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO APPROVE THE ISSUANCE OF THE COMMON STOCK OF ESSEX PROPERTY TRUST, INC. (“ESSEX”) TO THE STOCKHOLDERS OF BRE PROPERTIES, INC. (“BRE”) IN CONNECTION WITH THE MERGER (THE “MERGER”) OF BRE WITH AND INTO BEX PORTFOLIO, INC., FORMERLY KNOWN AS BRONCO ACQUISITION SUB, INC. (“MERGER SUB”), A DIRECT WHOLLY OWNED ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
2	TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO ANOTHER DATE, TIME OR PLACE, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF ESSEX COMMON STOCK TO BRE STOCKHOLDERS IN THE MERGER	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ESSEX PROPERTY TRUST, INC.

Security:	297178105	Agenda Number:	933998948
Ticker:	ESS	Meeting Type:	Annual
ISIN:	US2971781057	Meeting Date:	6/10/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       DAVID W. BRADY	Mgmt	For	For
	2       KEITH R. GUERICKE	Mgmt	For	For
	3       IRVING F. LYONS, III	Mgmt	For	For
	4       GEORGE M. MARCUS	Mgmt	For	For
	5       GARY P. MARTIN	Mgmt	For	For
	6       ISSIE N. RABINOVITCH	Mgmt	For	For

	7       THOMAS E. RANDLETT	Mgmt	For	For
	8       THOMAS E. ROBINSON	Mgmt	For	For
	9       MICHAEL J. SCHALL	Mgmt	For	For
	10     BYRON A. SCORDELIS	Mgmt	For	For
	11     JANICE L. SEARS	Mgmt	For	For
	12     THOMAS P. SULLIVAN	Mgmt	For	For
	13     CLAUDE J. ZINNGRABE, JR	Mgmt	For	For
2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

EXTRA SPACE STORAGE INC.

Security:	30225T102	Agenda Number:	933954960
Ticker:	EXR	Meeting Type:	Annual
ISIN:	US30225T1025	Meeting Date:	5/21/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       KENNETH M. WOOLLEY	Mgmt	For	For
	2       SPENCER F. KIRK	Mgmt	For	For
	3       KARL HAAS	Mgmt	For	For
	4       JOSEPH D. MARGOLIS	Mgmt	For	For
	5       DIANE OLMSTEAD	Mgmt	For	For
	6       ROGER B. PORTER	Mgmt	For	For
	7       K. FRED SKOUSEN	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For
3.	ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

FEDERAL REALTY INVESTMENT TRUST

Security:	313747206	Agenda Number:	933951558
Ticker:	FRT	Meeting Type:	Annual
ISIN:	US3137472060	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JON E. BORTZ	Mgmt	For	For
	2       DAVID W. FAEDER	Mgmt	For	For
	3       KRISTIN GAMBLE	Mgmt	For	For
	4       GAIL P. STEINEL	Mgmt	For	For
	5       WARREN M. THOMPSON	Mgmt	For	For
	6       JOSEPH S. VASSALLUZZO	Mgmt	For	For
	7       DONALD C. WOOD	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	TO HOLD AN ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

FOREST CITY ENTERPRISES, INC.

Security:	345550107	Agenda Number:	933983339
Ticker:	FCEA	Meeting Type:	Annual
ISIN:	US3455501078	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       ARTHUR F. ANTON	Mgmt	For	For
	2       SCOTT S. COWEN	Mgmt	For	For
	3       MICHAEL P. ESPOSITO, JR	Mgmt	For	For

	4       STAN ROSS	Mgmt	For	For
2.	THE APPROVAL (ON AN ADVISORY, NON- BINDING BASIS) OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
3.	THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

GENERAL GROWTH PROPERTIES, INC

Security:	370023103	Agenda Number:	933955873
Ticker:	GGP	Meeting Type:	Annual
ISIN:	US3700231034	Meeting Date:	5/16/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: RICHARD B. CLARK	Mgmt	Against	Against
1B.	ELECTION OF DIRECTOR: MARY LOU FIALA	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: J. BRUCE FLATT	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: JOHN K. HALEY	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: DANIEL B. HURWITZ	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: BRIAN W. KINGSTON	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: SANDEEP MATHRANI	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: DAVID J. NEITHERCUT	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: MARK R. PATTERSON	Mgmt	Against	Against

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:	705154045
Ticker:		Meeting Type:	AGM
ISIN:	BRGSHPACNOR7	Meeting Date:	4/28/2014

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 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, 2013	Mgmt	For	For
2	TO DECIDE ON THE ALLOCATION OF THE NET PROFITS FROM THE FISCAL YEAR ENDED DECEMBER 31, 2013	Mgmt	For	For
3	TO SET THE GLOBAL REMUNERATION FOR ADMINISTRATORS FOR THE YEAR 2014	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

GENERAL SHOPPING BRASIL SA

Security:	P4810R105	Agenda Number:	705155504
Ticker:		Meeting Type:	EGM
ISIN:	BRGSHPACNOR7	Meeting Date:	4/28/2014

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 ADAPT THE CORPORATE BYLAWS OF THE COMPANY TO THE RULE PROHIBITING THAT THE POSITIONS OF CHAIRPERSON OF THE BOARD OF DIRECTORS AND PRESIDENT OR CHIEF EXECUTIVE OFFICER OF THE COMPANY BE HELD BY THE SAME PERSON, IN ACCORDANCE WITH ITEM 4.4 OF THE LISTING REGULATIONS OF THE NOVO MERCADO OF THE BM AND FBOVESPA, THROUGH THE INCLUSION OF A PARAGRAPH 9 IN ARTICLE 11 OF THE CORPORATE BYLAWS OF THE COMPANY	Mgmt	For	For
2	TO APPROVE THE RESTATEMENT OF THE CORPORATE BYLAWS OF THE COMPANY	Mgmt	For	For
CMMT	15 APR 2014: 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	15 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Real Estate Series

GLIMCHER REALTY TRUST

Security:	379302102	Agenda Number:	933949541
Ticker:	GRT	Meeting Type:	Annual
ISIN:	US3793021029	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       MICHAEL P. GLIMCHER	Mgmt	For	For
	2       Y. MCGEE BROWN, ESQ.	Mgmt	For	For
	3       NANCY J. KRAMER	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS GLIMCHER REALTY TRUST’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	TO APPROVE A NON-BINDING AND ADVISORY RESOLUTION REGARDING GLIMCHER REALTY TRUST’S EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HCP, INC.

Security:	40414L109	Agenda Number:	933939603
Ticker:	HCP	Meeting Type:	Annual
ISIN:	US40414L1098	Meeting Date:	5/1/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BRIAN G. CARTWRIGHT	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: 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, 2014.	Mgmt	For	For
3.	APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.	Mgmt	For	For
4.	APPROVAL OF THE HCP, INC. 2014 PERFORMANCE INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HEALTH CARE REIT, INC.

Security:	42217K106	Agenda Number:	933943070
Ticker:	HCN	Meeting Type:	Annual
ISIN:	US42217K1060	Meeting Date:	5/1/2014

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: TIMOTHY J. NAUGHTON	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: SHARON M. OSTER	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: JUDITH C. PELHAM	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: R. SCOTT TRUMBULL	Mgmt	For	For
2.	THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2014.	Mgmt	For	For
3.	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
4.	THE APPROVAL OF AN AMENDMENT TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 400,000,000 TO 700,000,000 FOR GENERAL CORPORATE PURPOSES.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HEALTHCARE REALTY TRUST INCORPORATED

Security:	421946104	Agenda Number:	933941519
Ticker:	HR	Meeting Type:	Annual
ISIN:	US4219461047	Meeting Date:	5/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       DAVID R. EMERY	Mgmt	For	For
	2       BATEY M. GRESHAM, JR.	Mgmt	For	For
	3       DAN S. WILFORD	Mgmt	For	For
2.	RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For
3.	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 2014 ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HEALTHCARE TRUST OF AMERICA, INC.

Security:	42225P105	Agenda Number:	933821123
Ticker:	HTA	Meeting Type:	Annual
ISIN:	US42225P1057	Meeting Date:	7/9/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       SCOTT D. PETERS	Mgmt	For	For
	2       W. BRADLEY BLAIR, II	Mgmt	For	For
	3       MAURICE J. DEWALD	Mgmt	For	For
	4       WARREN D. FIX	Mgmt	For	For

	5       LARRY L. MATHIS	Mgmt	For	For
	6       GARY T. WESCOMBE	Mgmt	For	For
2.	TO CONSIDER AND VOTE UPON THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE 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

HEALTHCARE TRUST OF AMERICA, INC.

Security:	42225P105	Agenda Number:	933919827
Ticker:	HTA	Meeting Type:	Special
ISIN:	US42225P1057	Meeting Date:	3/10/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPROVAL OF MODIFICATION OF DIRECTOR VOTING STANDARDS - TO APPROVE THE AMENDMENT AND RESTATEMENT OF HEALTHCARE TRUST OF AMERICA, INC.’S CHARTER TO MODIFY DIRECTOR VOTING STANDARDS IN THE FORM OF THE FIFTH ARTICLES OF AMENDMENT AND RESTATEMENT	Mgmt	For	For
2.	APPROVAL OF ELIMINATION OF CERTAIN OTHER PROVISIONS - TO APPROVE THE AMENDMENT AND RESTATEMENT OF HEALTHCARE TRUST OF AMERICA, INC.’S CHARTER TO ELIMINATE PROVISIONS FROM THE NOW INAPPLICABLE GUIDELINES OF THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION STATEMENT OF POLICY REGARDING REAL ESTATE INVESTMENT ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HOME PROPERTIES, INC.

Security:	437306103	Agenda Number:	933960785
Ticker:	HME	Meeting Type:	Annual
ISIN:	US4373061039	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MICHAEL D. BARNELLO	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: BONNIE S. BIUMI	Mgmt	For	For
1.3	ELECTION OF DIRECTOR: STEPHEN R. BLANK	Mgmt	For	For

1.4	ELECTION OF DIRECTOR: ALAN L. GOSULE	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: LEONARD F. HELBIG, III	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: THOMAS P. LYDON, JR.	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: EDWARD J. PETTINELLA	Mgmt	For	For
1.8	ELECTION OF DIRECTOR: CLIFFORD W. SMITH, JR.	Mgmt	For	For
2.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For
3.	APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $.01, BY 80 MILLION SHARES.	Mgmt	For	For
4.	APPROVE AMENDMENTS TO THE COMPANY’S 2011 STOCK BENEFIT PLAN.	Mgmt	For	For
5.	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

HOST HOTELS & RESORTS, INC.

Security:	44107P104	Agenda Number:	933970320
Ticker:	HST	Meeting Type:	Annual
ISIN:	US44107P1049	Meeting Date:	5/14/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MARY L. BAGLIVO	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: SHEILA C. BAIR	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: TERENCE C. GOLDEN	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: ANN M. KOROLOGOS	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: RICHARD E. MARRIOTT	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: JOHN B. MORSE, JR.	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: WALTER C. RAKOWICH	Mgmt	For	For
1.8	ELECTION OF DIRECTOR: GORDON H. SMITH	Mgmt	For	For
1.9	ELECTION OF DIRECTOR: W. EDWARD WALTER	Mgmt	For	For
2.	RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.	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:	933970572
Ticker:	H	Meeting Type:	Annual
ISIN:	US4485791028	Meeting Date:	5/14/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       THOMAS J. PRITZKER	Mgmt	For	For
	2       PAMELA M. NICHOLSON	Mgmt	For	For
	3       RICHARD C. TUTTLE	Mgmt	For	For
	4       JAMES H. WOOTEN, JR.	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 2014.	Mgmt	For	For
3.	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:	G4804L130	Agenda Number:	704992292
Ticker:		Meeting Type:	AGM
ISIN:	GB00B85KYF37	Meeting Date:	5/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Report and Accounts 2013	Mgmt	For	For
2	Directors’ Remuneration Policy	Mgmt	For	For
3	Annual Report on Directors’ Remuneration 2013	Mgmt	For	For
4	Declaration of final dividend: that a final dividend on the ordinary shares of 14 194/329 pence each in the capital of the Company (ordinary share(s)) be declared	Mgmt	For	For
5a	Election of Director: Ian Dyson	Mgmt	For	For
5b	Election of Director: Paul Edgecliffe-Johnson	Mgmt	For	For
5c	Election of Director: Jill McDonald	Mgmt	For	For
5d	Re-election of Director: Patrick Cescau	Mgmt	For	For
5e	Re-election of Director: David Kappler	Mgmt	For	For

5f	Re-election of Director: Kirk Kinsell	Mgmt	For	For
5g	Re-election of Director: Jennifer Laing	Mgmt	For	For
5h	Re-election of Director: Jonathan Linen	Mgmt	For	For
5i	Re-election of Director: Luke Mayhew	Mgmt	For	For
5j	Re-election of Director: Dale Morrison	Mgmt	For	For
5k	Re-election of Director: Tracy Robbins	Mgmt	For	For
5l	Re-election of Director: Richard Solomons	Mgmt	For	For
5m	Re-election of Director: Ying Yeh	Mgmt	For	For
6	That Ernst & Young LLP be reappointed as the Auditor 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
7	Remuneration of auditor	Mgmt	For	For
8	Political donations	Mgmt	For	For
9	Allotment of shares	Mgmt	For	For
10	Adoption of new Long Term Incentive Plan rules	Mgmt	For	For
11	Adoption of new Annual Performance Plan rules	Mgmt	For	For

12	Disapplication of pre-emption rights	Mgmt	For	For
13	Authority to purchase own shares	Mgmt	For	For
14	Notice of General Meetings	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

INTERXION HOLDING N V

Security:	N47279109	Agenda Number:	934043097
Ticker:	INXN	Meeting Type:	Annual
ISIN:	NL0009693779	Meeting Date:	6/30/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	PROPOSAL TO ADOPT OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2013.	Mgmt	For	For
2.	PROPOSAL TO DISCHARGE THE MEMBERS OF OUR BOARD OF DIRECTORS FROM CERTAIN LIABILITIES FOR THE FINANCIAL YEAR 2013.	Mgmt	For	For
3A.	PROPOSAL TO APPOINT FRANK ESSER AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For
3B.	PROPOSAL TO APPOINT MARK HERAGHTY AS NON-EXECUTIVE DIRECTOR.	Mgmt	For	For
4.	PROPOSAL TO AWARD RESTRICTED SHARES TO OUR NON-EXECUTIVE DIRECTORS AND TO INCREASE AUDIT COMMITTEE MEMBERSHIP COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT.	Mgmt	For	For
5.	PROPOSAL TO AWARD PERFORMANCE SHARES TO OUR EXECUTIVE DIRECTOR, 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 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

KIMCO REALTY CORPORATION

Security:	49446R109	Agenda Number:	933963159
Ticker:	KIM	Meeting Type:	Annual
ISIN:	US49446R1095	Meeting Date:	5/6/2014

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 APPROVAL OF AN AMENDMENT TO THE COMPANY’S CHARTER TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.	Mgmt	For	For
3	THE ADVISORY RESOLUTION TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.	Mgmt	For	For
4	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

KITE REALTY GROUP TRUST

Security:	49803T102	Agenda Number:	933980701
Ticker:	KRG	Meeting Type:	Annual
ISIN:	US49803T1025	Meeting Date:	5/7/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       JOHN A. KITE	Mgmt	For	For
	2       WILLIAM E. BINDLEY	Mgmt	For	For
	3       VICTOR J. COLEMAN	Mgmt	For	For

	4       DR. RICHARD A. COSIER	Mgmt	For	For
	5       CHRISTIE B. KELLY	Mgmt	For	For
	6       GERALD L. MOSS	Mgmt	For	For
	7       DAVID R. O’REILLY	Mgmt	For	For
	8       BARTON R. PETERSON	Mgmt	For	For
2	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR KITE REALTY GROUP TRUST FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

KITE REALTY GROUP TRUST

Security:	49803T102	Agenda Number:	934017523
Ticker:	KRG	Meeting Type:	Special
ISIN:	US49803T1025	Meeting Date:	6/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO APPROVE THE ISSUANCE OF COMMON SHARES OF KITE REALTY TO THE STOCKHOLDERS OF INLAND DIVERSIFIED PURSUANT TO THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 9, 2014 BY AND AMONG KITE REALTY, MERGER SUB AND INLAND DIVERSIFIED, PURSUANT TO WHICH INLAND DIVERSIFIED WILL MERGE WITH AND INTO MERGER SUB, WITH MERGER SUB SURVIVING AS A WHOLLY OWNED SUBSIDIARY OF KITE REALTY	Mgmt	For	For
2	TO APPROVE AN AMENDMENT TO KITE REALTY’S ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST, AS AMENDED, TO INCREASE THE TOTAL NUMBER OF AUTHORIZED COMMON SHARES OF BENEFICIAL INTEREST OF KITE REALTY FROM 200,000,000 TO 450,000,000.	Mgmt	For	For
3	TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSALS 1 AND 2.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

LENNAR CORPORATION

Security:	526057104	Agenda Number:	933925856
Ticker:	LEN	Meeting Type:	Annual
ISIN:	US5260571048	Meeting Date:	4/9/2014

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       TERI P. MCCLURE	Mgmt	For	For
	9       JEFFREY SONNENFELD	Mgmt	Withheld	Against
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LENNAR’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2014.	Mgmt	For	For
3.	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF LENNAR’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Real Estate Series

LEXINGTON REALTY TRUST

Security:	529043101	Agenda Number:	933968224
Ticker:	LXP	Meeting Type:	Annual
ISIN:	US5290431015	Meeting Date:	5/20/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	DIRECTOR
	1       E. ROBERT ROSKIND	Mgmt	For	For
	2       T. WILSON EGLIN	Mgmt	For	For
	3       RICHARD J. ROUSE	Mgmt	Withheld	Against
	4       HAROLD FIRST	Mgmt	For	For
	5       RICHARD S. FRARY	Mgmt	For	For

	6       JAMES GROSFELD	Mgmt	For	For
	7       KEVIN W. LYNCH	Mgmt	For	For
2	AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF SHAREHOLDERS.	Mgmt	Against	Against
3	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

MACK-CALI REALTY CORPORATION

Security:	554489104	Agenda Number:	933985725
Ticker:	CLI	Meeting Type:	Annual
ISIN:	US5544891048	Meeting Date:	5/12/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       NATHAN GANTCHER	Mgmt	For	For
	2       DAVID S. MACK	Mgmt	For	For
	3       WILLIAM L. MACK	Mgmt	For	For
	4       ALAN G. PHILIBOSIAN	Mgmt	For	For
2.	APPROVAL AND ADOPTION TO AMEND THE COMPANY’S CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS AND ADOPTION OF CONCURRENT ANNUAL TERMS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS.	Mgmt	For	For
3.	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	Against	Against
4.	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

MID-AMERICA APARTMENT COMMUNITIES, INC.

Security:	59522J103	Agenda Number:	933872740
Ticker:	MAA	Meeting Type:	Special
ISIN:	US59522J1034	Meeting Date:	9/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	AGREEMENT & PLAN OF MERGER, DATED AS OF JUNE 3, 2013, BY & AMONG MID- AMERICA APARTMENT COMMUNITIES, INC. (“MAA”), MID-AMERICA APARTMENTS, L.P., MARTHA MERGER SUB, LP, COLONIAL PROPERTIES TRUST (“COLONIAL”), AND COLONIAL REALTY LIMITED PARTNERSHIP PURSUANT TO WHICH COLONIAL WILL MERGE WITH & INTO MAA, WITH MAA CONTINUING AS THE SURVIVING CORPORATION (THE “PARENT MERGER”).	Mgmt	For	For
2.	TO APPROVE THE MID-AMERICA APARTMENT COMMUNITIES, INC. 2013 STOCK INCENTIVE PLAN.	Mgmt	For	For
3.	TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE MERGER PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

MID-AMERICA APARTMENT COMMUNITIES, INC.

Security:	59522J103	Agenda Number:	933987363
Ticker:	MAA	Meeting Type:	Annual
ISIN:	US59522J1034	Meeting Date:	5/22/2014

Prop. #	Proposal	Proposed by	Proposal Vote		For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: H. ERIC BOLTON, JR.	Mgmt	For		For
1B.	ELECTION OF DIRECTOR: ALAN B. GRAF, JR.	Mgmt	For		For
1C.	ELECTION OF DIRECTOR: RALPH HORN	Mgmt	For		For
1D.	ELECTION OF DIRECTOR: JAMES K. LOWDER	Mgmt	For		For
1E.	ELECTION OF DIRECTOR: THOMAS H. LOWDER	Mgmt	For		For
1F.	ELECTION OF DIRECTOR: CLAUDE B. NIELSEN	Mgmt	For	��	For

1G.	ELECTION OF DIRECTOR: PHILIP W. NORWOOD	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: HAROLD W. RIPPS	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: W. REID SANDERS	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM B. SANSOM	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: GARY SHORB	Mgmt	For	For
1L.	ELECTION OF DIRECTOR: JOHN W. SPIEGEL	Mgmt	For	For
2.	APPROVE THE AMENDED AND RESTATED MID-AMERICA APARTMENT ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Mgmt	For	For
3.	NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.	Mgmt	For	For
4.	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

ORIENT-EXPRESS HOTELS LTD.

Security:	G67743107	Agenda Number:	934016444
Ticker:	OEH	Meeting Type:	Annual
ISIN:	BMG677431071	Meeting Date:	6/30/2014

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       JOHN M. SCOTT III	Mgmt	For	For
	8       H. ROELAND VOS	Mgmt	For	For
2.	CHANGE OF THE COMPANY’S LEGAL NAME FROM ORIENT-EXPRESS HOTELS LTD. TO BELMOND LTD.	Mgmt	For	For
3.	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

Security:	70509V100	Agenda Number:	933950126
Ticker:	PEB	Meeting Type:	Annual
ISIN:	US70509V1008	Meeting Date:	5/21/2014

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, 2014.	Mgmt	For	For
3.	APPROVAL, BY ADVISORY AND NON- BINDING VOTE, OF EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

PUBLIC STORAGE

Security:	74460D109	Agenda Number:	933941432
Ticker:	PSA	Meeting Type:	Annual
ISIN:	US74460D1090	Meeting Date:	5/1/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF TRUSTEE: RONALD L. HAVNER, JR.	Mgmt	For	For
1.2	ELECTION OF TRUSTEE: TAMARA HUGHES GUSTAVSON	Mgmt	For	For
1.3	ELECTION OF TRUSTEE: URI P. HARKHAM	Mgmt	For	For
1.4	ELECTION OF TRUSTEE: B. WAYNE HUGHES, JR.	Mgmt	Against	Against
1.5	ELECTION OF TRUSTEE: AVEDICK B. POLADIAN	Mgmt	For	For
1.6	ELECTION OF TRUSTEE: GARY E. PRUITT	Mgmt	For	For
1.7	ELECTION OF TRUSTEE: RONALD P. SPOGLI	Mgmt	For	For
1.8	ELECTION OF TRUSTEE: 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, 2014.	Mgmt	For	For
3.	APPROVAL OF AMENDMENTS TO THE 2007 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN.	Mgmt	For	For
4.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

REALTY INCOME CORPORATION

Security:	756109104	Agenda Number:	933968022
Ticker:	O	Meeting Type:	Annual
ISIN:	US7561091049	Meeting Date:	5/6/2014

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: JOHN P. CASE	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: A. LARRY CHAPMAN	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: PRIYA CHERIAN HUSKINS	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 THE FISCAL YEAR ENDING DECEMBER 31, 2014.	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

RETAIL PROPERTIES OF AMERICA, INC.

Security:	76131V202	Agenda Number:	933956205
Ticker:	RPAI	Meeting Type:	Annual
ISIN:	US76131V2025	Meeting Date:	5/22/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: FRANK A. CATALANO, JR.	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: PAUL R. GAUVREAU	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: GERALD M. GORSKI	Mgmt	For	For
1.4	ELECTION OF DIRECTOR: STEVEN P. GRIMES	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: RICHARD P. IMPERIALE	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: PETER L. LYNCH	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: KENNETH E. MASICK	Mgmt	For	For
1.8	ELECTION OF DIRECTOR: BARBARA A. MURPHY	Mgmt	For	For
1.9	ELECTION OF DIRECTOR: THOMAS J. SARGEANT	Mgmt	For	For
2	APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.	Mgmt	Against	Against
3	TO APPROVE THE RETAIL PROPERTIES OF AMERICA, INC. 2014 LONG-TERM EQUITY COMPENSATION PLAN.	Mgmt	For	For
4	RATIFICATION OF DELOITTE & TOUCHE LLP AS RPAI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

SIMON PROPERTY GROUP, INC.

Security:	828806109	Agenda Number:	933983199
Ticker:	SPG	Meeting Type:	Annual
ISIN:	US8288061091	Meeting Date:	5/15/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.1	ELECTION OF DIRECTOR: MELVYN E. BERGSTEIN	Mgmt	For	For
1.2	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Mgmt	For	For

1.3	ELECTION OF DIRECTOR: KAREN N. HORN, PH.D.	Mgmt	Against	Against
1.4	ELECTION OF DIRECTOR: ALLAN HUBBARD	Mgmt	For	For
1.5	ELECTION OF DIRECTOR: REUBEN S. LEIBOWITZ	Mgmt	For	For
1.6	ELECTION OF DIRECTOR: DANIEL C. SMITH, PH.D.	Mgmt	For	For
1.7	ELECTION OF DIRECTOR: J. ALBERT SMITH, JR.	Mgmt	For	For
2.	ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.	Mgmt	For	For
3.	RATIFICATION AND APPROVAL OF THE AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN.	Mgmt	For	For
4.	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

SOVRAN SELF STORAGE, INC.

Security:	84610H108	Agenda Number:	933978681
Ticker:	SSS	Meeting Type:	Annual
ISIN:	US84610H1086	Meeting Date:	5/22/2014

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 2014.	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

SPIRIT REALTY CAPITAL INC

Security:	84860W102	Agenda Number:	933968591
Ticker:	SRC	Meeting Type:	Annual
ISIN:	US84860W1027	Meeting Date:	6/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       KEVIN M. CHARLTON	Mgmt	For	For
	2       TODD A. DUNN	Mgmt	For	For
	3       DAVID J. GILBERT	Mgmt	For	For
	4       RICHARD I. GILCHRIST	Mgmt	For	For
	5       DIANE M. MOREFIELD	Mgmt	For	For
	6       THOMAS H. NOLAN, JR.	Mgmt	For	For
	7       SHELI Z. ROSENBERG	Mgmt	For	For
	8       THOMAS D. SENKBEIL	Mgmt	For	For
	9       NICHOLAS P. SHEPHERD	Mgmt	For	For
2.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2014.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS.	Mgmt	For	For
4.	ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	1 Year	For

Manning & Napier Fund, Inc. Real Estate Series

TOLL BROTHERS, INC.

Security:	889478103	Agenda Number:	933922519
Ticker:	TOL	Meeting Type:	Annual
ISIN:	US8894781033	Meeting Date:	3/12/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       ROBERT I. TOLL	Mgmt	For	For
	2       BRUCE E. TOLL	Mgmt	For	For
	3       DOUGLAS C. YEARLEY, JR.	Mgmt	For	For
	4       ROBERT S. BLANK	Mgmt	For	For
	5       EDWARD G. BOEHNE	Mgmt	For	For
	6       RICHARD J. BRAEMER	Mgmt	For	For
	7       CHRISTINE N. GARVEY	Mgmt	For	For
	8       CARL B. MARBACH	Mgmt	For	For
	9       STEPHEN A. NOVICK	Mgmt	For	For
	10     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 2014 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(SAY ON PAY).	Mgmt	For	For
4.	THE APPROVAL OF THE TOLL BROTHERS, INC. STOCK INCENTIVE PLAN FOR EMPLOYEES (2014).	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TRADE STREET RESIDENTIAL, INC.

Security:	89255N203	Agenda Number:	933908761
Ticker:	TSRE	Meeting Type:	Special
ISIN:	US89255N2036	Meeting Date:	12/24/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO APPROVE THE ISSUANCE (THE “BACKSTOP COMMITMENT”) OF SHARES OF OUR COMMON STOCK TO INVESTMENT ENTITIES MANAGED OR ADVISED BY SENATOR INVESTMENT GROUP LP (COLLECTIVELY, THE “BACKSTOP INVESTOR”) THAT ARE UNSUBSCRIBED SHARES IN A RIGHTS OFFERING, PURSUANT TO WHICH WE WILL GRANT AT NO CHARGE TO THE HOLDERS OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Mgmt	For	For
2	TO APPROVE THE ISSUANCE OF $57.5 MILLION OF SHARES OF OUR COMMON STOCK TO THE BACKSTOP INVESTOR (INCLUDING FEES PAYABLE TO THE BACKSTOP INVESTOR IN SHARES OF OUR COMMON STOCK), IN ADDITION TO SHARES OF OUR COMMON STOCK PURCHASED BY THE BACKSTOP INVESTOR PURSUANT TO THE BACKSTOP COMMITMENT.	Mgmt	For	For
3	TO APPROVE A STOCKHOLDERS’ AGREEMENT WITH THE BACKSTOP INVESTOR, PURSUANT TO WHICH THE BACKSTOP INVESTOR WILL BE GRANTED, AMONG OTHER RIGHTS, CERTAIN BOARD DESIGNATION RIGHTS, NEGATIVE CONTROL RIGHTS UPON THE RECEIPT OF CERTAIN THIRD PARTY CONSENTS OR THE DETERMINATION BY THE COMPANY THAT SUCH CONSENTS ARE NO LONGER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Mgmt	For	For
4	TO APPROVE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT PROXIES AT THE SPECIAL MEETING TO APPROVE ANY OF THE FOREGOING PROPOSALS.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TRADE STREET RESIDENTIAL, INC.

Security:	89255N203	Agenda Number:	934005643
Ticker:	TSRE	Meeting Type:	Annual
ISIN:	US89255N2036	Meeting Date:	5/15/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       RANDOLPH C. COLEY	Mgmt	For	For
	2       EVAN GARTENLAUB	Mgmt	For	For
	3       MACK D. PRIDGEN III	Mgmt	For	For
	4       MICHAEL SIMANOVSKY	Mgmt	For	For
	5       ADAM SKLAR	Mgmt	For	For

2	TO APPROVE THE COMPANY’S AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN (PROPOSAL 2).	Mgmt	For	For
3	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2014 (PROPOSAL 3).	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

TRI POINTE HOMES, INC.

Security:	87265H109	Agenda Number:	934028944
Ticker:	TPH	Meeting Type:	Annual
ISIN:	US87265H1095	Meeting Date:	6/23/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	AUTHORIZATION OF THE ISSUANCE OF SHARES OF TRI POINTE COMMON STOCK IN THE MERGER.	Mgmt	For	For
2.	AMENDMENT TO TRI POINTE’S 2013 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER AND ADD CERTAIN TAX CODE AWARD LIMITATIONS, CONDITIONED UPON APPROVAL OF PROPOSAL 1.	Mgmt	Against	Against
3.	ADVISORY APPROVAL OF THE COMPENSATION OF TRI POINTE’S NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
4.	FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF TRI POINTE’S NAMED EXECUTIVE OFFICERS.	Mgmt	1 Year	Against
5.	DIRECTOR
	1       BARRY S. STERNLICHT	Mgmt	For	For
	2       DOUGLAS F. BAUER	Mgmt	For	For
	3       J. MARC PERRIN	Mgmt	For	For
	4       RICHARD D. BRONSON	Mgmt	For	For
	5       WADE H. CABLE	Mgmt	For	For
	6       STEVEN J. GILBERT	Mgmt	For	For
	7       THOMAS B. ROGERS	Mgmt	For	For

6.	RATIFICATION OF ERNST & YOUNG LLP AS TRI POINTE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.	Mgmt	For	For
7.	IF IT IS DETERMINED BY THE BOARD OF DIRECTORS TO BE NECESSARY OR APPROPRIATE, APPROVAL OF ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE PROPOSAL 1.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

UDR, INC.

Security:	902653104	Agenda Number:	933956483
Ticker:	UDR	Meeting Type:	Annual
ISIN:	US9026531049	Meeting Date:	5/22/2014

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       ROBERT A. MCNAMARA	Mgmt	For	For
	7       MARK R. PATTERSON	Mgmt	For	For
	8       LYNNE B. SAGALYN	Mgmt	For	For
	9       THOMAS W. TOOMEY	Mgmt	For	For
2.	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.	Mgmt	Against	Against
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.	Mgmt	For	For
4.	PROPOSAL TO APPROVE THE AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

VENTAS, INC.

Security:	92276F100	Agenda Number:	933951938
Ticker:	VTR	Meeting Type:	Annual
ISIN:	US92276F1003	Meeting Date:	5/15/2014

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: GLENN J. RUFRANO	Mgmt	For	For
1J.	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 2014.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

WESTFIELD GROUP, SYDNEY NSW

Security:	Q97062105	Agenda Number:	705161420
Ticker:		Meeting Type:	AGM
ISIN:	AU000000WDC7	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 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 (as referred in the company announcement) 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 THE ABOVE MENTIONED PROPOSAL/S, 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	THAT THE COMPANY’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 BE APPROVED	Mgmt	For	For
3	THAT MR FRANK P. LOWY AC IS RE- ELECTED AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
4	THAT MR BRIAN M. SCHWARTZ AM IS RE- ELECTED AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
5	THAT MR STEVEN M. LOWY AM IS RE- ELECTED AS A DIRECTOR OF THE COMPANY	Mgmt	For	For
6	THAT MS ILANA R. ATLAS IS RE-ELECTED AS A DIRECTOR OF THE COMPANY	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

WESTFIELD GROUP, SYDNEY NSW

Security:	Q97062105	Agenda Number:	705173336
Ticker:		Meeting Type:	SGM
ISIN:	AU000000WDC7	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	APPROVE THE CAPITAL REDUCTION	Mgmt	For	For
2	APPROVE THE CAPITAL CONVERSION RESOLUTION	Mgmt	For	For
3	APPROVE THE WESTFIELD TRUST CONSTITUTION AMENDMENTS	Mgmt	For	For
4	APPROVE THE WESTFIELD AMERICA TRUST CONSTITUTION AMENDMENTS	Mgmt	For	For
5	AUTHORIZE THE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS	Mgmt	For	For
6	APPROVE THE WESTFIELD HOLDINGS CONSTITUTION AMENDMENTS	Mgmt	For	For
7	APPROVE THE STAPLING DEED RESOLUTION	Mgmt	For	For
8	APPROVE THE CHANGE OF COMPANY NAME TO SCENTRE GROUP LIMITED	Mgmt	For	For
CMMT	18 APR 2014: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM EGM TO SGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	Non-Voting

Manning & Napier Fund, Inc. Real Estate Series

WESTFIELD GROUP, SYDNEY NSW

Security:	Q97062105	Agenda Number:	705230148
Ticker:		Meeting Type:	SCH
ISIN:	AU000000WDC7	Meeting Date:	5/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	THAT, PURSUANT TO, AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH), THE SCHEME OF ARRANGEMENT PROPOSED BETWEEN WESTFIELD HOLDINGS AND THE HOLDERS OF ITS ORDINARY SHARES AS CONTAINED IN AND MORE PRECISELY DESCRIBED IN THE SECURITYHOLDER BOOKLET OF WHICH THE NOTICE CONVENING THIS MEETING FORMS PART IS APPROVED (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE SUPREME COURT OF NEW SOUTH WALES)	Mgmt	For	For

Manning & Napier Fund, Inc. Real Estate Series

WEYERHAEUSER COMPANY

Security:	962166104	Agenda Number:	933931203
Ticker:	WY	Meeting Type:	Annual
ISIN:	US9621661043	Meeting Date:	4/10/2014

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: MARK A. EMMERT	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: JOHN I. KIECKHEFER	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: WAYNE W. MURDY	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: NICOLE W. PIASECKI	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: DOYLE R. SIMONS	Mgmt	For	For
1G.	ELECTION OF DIRECTOR: RICHARD H. SINKFIELD	Mgmt	For	For
1H.	ELECTION OF DIRECTOR: D. MICHAEL STEUERT	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: KIM WILLIAMS	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON	Mgmt	For	For
2.	APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION	Mgmt	For	For
3.	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 25

Manning & Napier Fund, Inc. Small Cap Series

AUTONAVI HOLDINGS LIMITED (AMAP)

Security:	05330F106	Agenda Number:	933901008
Ticker:	AMAP	Meeting Type:	Annual
ISIN:	US05330F1066	Meeting Date:	12/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1)	THE ADOPTION OF THE COMPANY’S 2013 SHARE INCENTIVE PLAN IN THE FORM ATTACHED HERETO AS EXHIBIT A, UNDER WHICH, SUBJECT TO OTHER PROVISIONS OF THE PLAN, THE AWARD POOL (CAPITALIZED TERMS HEREIN WILL HAVE THE MEANINGS DEFINED IN THE PLAN UNLESS STATED OTHERWISE) INITIALLY SHALL BE EQUAL TO 13,830,000 SHARES, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Mgmt	Against
2)	EACH DIRECTOR OF THE COMPANY IS HEREBY AUTHORIZED TO TAKE ANY AND EVERY ACTION THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTION AS SUCH DIRECTOR, IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT.	Mgmt	Against

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	704625942
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	7/10/2013

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
1	The election of an independent member of the board of directors 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 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,

Security:	P1830M108	Agenda Number:	704764768
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	10/23/2013

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 a corporate ownership interest corresponding to 33.99 percent of the capital of AWF Corretora De Seguros Ltda	Mgmt	For	For
II	The merger, by the Company, of ARJA8 Participacoes E Empreendimentos Ltda., the latter of which is the holder of 60 percent of the capital of the company AWF Corretora De Seguros Ltda., with the consequent issuance by the Company of 121,248 new, common shares and of eight warrants	Mgmt	For	For
III	The acquisition, by the Company, of an ownership interest corresponding to 99.98 percent of the capital of RD3 Consultoria Em Previdencia Ltda	Mgmt	For	For
IV	The acquisition, by the Company, of an ownership interest corresponding to 99.98 percent of the capital of CS3, Consultora E Corretagem De Seguros Ltda	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

BRASIL INSURANCE PARTICIPACOES E ADMINISTRACAO SA,

Security:	P1830M108	Agenda Number:	704873252
Ticker:		Meeting Type:	EGM
ISIN:	BRBRINACNOR3	Meeting Date:	12/16/2013

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 a corporate ownership interest equivalent to 39.99 percent of the capital of Bens, Consultoria E Corretora De Seguros Ltda	Mgmt	For	For
II	The merger, into the Company, of Doval Administracao E Participacoes Eirell, the latter of which is the holder of 60 percent of the capital of the company Bens, Consultoria E Corretora De Seguros Ltda., with the consequent issuance by the Company of 270,133 new, common shares and of four warrants	Mgmt	For	For
CMMT	4 DEC 13: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTIONS AND CHANGE IN MEETING TIME FROM 10:00 TO 11:00. 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. Small Cap Series

BRIGGS & STRATTON CORPORATION

Security:	109043109	Agenda Number:	933871801
Ticker:	BGG	Meeting Type:	Annual
ISIN:	US1090431099	Meeting Date:	10/16/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       WILLIAM F. ACHTMEYER	Mgmt	For	For
	2       PATRICIA L. KAMPLING	Mgmt	For	For
	3       TODD J. TESKE	Mgmt	For	For

2.	RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITOR.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

C&C GROUP PLC, DUBLIN

Security:	G1826G107	Agenda Number:	704583106
Ticker:		Meeting Type:	AGM
ISIN:	IE00B010DT83	Meeting Date:	7/3/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To consider the financial statements for the year ended 28 February 2013 and the reports of the Directors and the auditors thereon	Mgmt	For	For
2	To confirm and declare dividends	Mgmt	For	For
3.a	To elect Joris Brams as Director	Mgmt	For	For
3.b	To Re-elect Sir Brian Stewart as Director	Mgmt	For	For
3.c	To Re-elect Stephen Glancey as Director	Mgmt	For	For
3.d	To Re-elect Kenny Neison as Director	Mgmt	For	For
3.e	To Re-elect Stewart Gilliland as Director	Mgmt	For	For
3.f	To Re-elect John Hogan as Director	Mgmt	For	For
3.g	To Re-elect Richard Holroyd as Director	Mgmt	For	For
3.h	To Re-elect Breege O’Donoghue as Director	Mgmt	For	For

3.i	To Re-elect Anthony Smurfit as Director	Mgmt	For	For
4	To authorise the Directors to fix the auditors’ remuneration	Mgmt	For	For
5	To fix the Directors’ ordinary remuneration	Mgmt	For	For
6	To receive and consider the Report of the Remuneration Committee on Directors’ Remuneration for the year ended 28 February 2013	Mgmt	For	For
7	To authorise the allotment of shares. (Section 20 of the Companies (Amendment) Act, 1983)	Mgmt	For	For
8	Special Resolution: To authorise the limited disapplication of pre-emption rights. (Section 24 of the Companies (Amendment) Act,1983)	Mgmt	For	For
9	Special Resolution: To authorise the purchase by the Company of its own shares. (Section 215 of the Companies Act, 1990)	Mgmt	For	For
10	Special Resolution: To authorise the re-issue by the Company of its shares off-market. (Section 209 of the Companies Act, 1990)	Mgmt	For	For
11	Special Resolution: That a general meeting of the Company may be called on 14 days’ notice	Mgmt	Against	Against
12	Ordinary Resolution: To amend the rules and conditions of, and extend the operation of, the Executive Share Option Plan	Mgmt	Against	Against
13	Ordinary Resolution: To amend the rules and conditions of, and extend the operation of, the Long Term Incentive Plan (Part I)	Mgmt	For	For
14	Ordinary Resolution: To amend the rules and conditions of, and extend the operation of, the Saye savings-related share option scheme	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

FUSION-IO, INC.

Security:	36112J107	Agenda Number:	933884048
Ticker:	FIO	Meeting Type:	Annual
ISIN:	US36112J1079	Meeting Date:	11/21/2013

Prop. #	Proposal		Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       H. RAYMOND BINGHAM		Mgmt	For	For
	2       SCOTT D. SANDELL	��	Mgmt	For	For
2.	THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2014.		Mgmt	For	For
3.	THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.		Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

HEALTHCARE TRUST OF AMERICA, INC.

Security:	42225P105	Agenda Number:	933821123
Ticker:	HTA	Meeting Type:	Annual
ISIN:	US42225P1057	Meeting Date:	7/9/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       SCOTT D. PETERS	Mgmt	For	For
	2       W. BRADLEY BLAIR, II	Mgmt	For	For
	3       MAURICE J. DEWALD	Mgmt	For	For
	4       WARREN D. FIX	Mgmt	For	For
	5       LARRY L. MATHIS	Mgmt	For	For
	6       GARY T. WESCOMBE	Mgmt	For	For
2.	TO CONSIDER AND VOTE UPON THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

KULICKE & SOFFA INDUSTRIES, INC.

Security:	501242101	Agenda Number:	933909408
Ticker:	KLIC	Meeting Type:	Annual
ISIN:	US5012421013	Meeting Date:	2/18/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       MR. MACDONELL ROEHM, JR	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (SINGAPORE) AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 27, 2014.	Mgmt	For	For
3.	TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

MID-AMERICA APARTMENT COMMUNITIES, INC.

Security:	59522J103	Agenda Number:	933872740
Ticker:	MAA	Meeting Type:	Special
ISIN:	US59522J1034	Meeting Date:	9/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	AGREEMENT & PLAN OF MERGER, DATED AS OF JUNE 3, 2013, BY & AMONG MID- AMERICA APARTMENT COMMUNITIES, INC. (“MAA”), MID-AMERICA APARTMENTS, L.P., MARTHA MERGER SUB, LP, COLONIAL PROPERTIES TRUST (“COLONIAL”), AND COLONIAL REALTY LIMITED PARTNERSHIP PURSUANT TO WHICH COLONIAL WILL MERGE WITH & INTO MAA, WITH MAA CONTINUING AS THE SURVIVING CORPORATION (THE “PARENT MERGER”).	Mgmt	For	For
2.	TO APPROVE THE MID-AMERICA APARTMENT COMMUNITIES, INC. 2013 STOCK INCENTIVE PLAN.	Mgmt	For	For
3.	TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE MERGER PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

MYRIAD GENETICS, INC.

Security:	62855J104	Agenda Number:	933887311
Ticker:	MYGN	Meeting Type:	Annual
ISIN:	US62855J1043	Meeting Date:	12/5/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       PETER D. MELDRUM	Mgmt	For	For
	2       HEINER DREISMANN, PH.D.	Mgmt	For	For

2.	TO APPROVE A PROPOSED AMENDMENT TO THE COMPANY’S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.	Mgmt	For	For
3.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2014.	Mgmt	For	For
4.	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

OCADO GROUP PLC, HATFIELD

Security:	G6718L106	Agenda Number:	704636692
Ticker:		Meeting Type:	OGM
ISIN:	GB00B3MBS747	Meeting Date:	7/18/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To approve the passing of the ordinary resolution at the General Meeting (as set out in the Notice of General Meeting)	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

PALADIN ENERGY LTD.

Security:	Q7264T104	Agenda Number:	933886749
Ticker:	PALAF	Meeting Type:	Annual
ISIN:	AU000000PDN8	Meeting Date:	11/21/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
01	REMUNERATION REPORT	Mgmt	For	For
02	RE-ELECTION OF DIRECTOR - R CRABB	Mgmt	For	For
03	RE-ELECTION OF DIRECTOR - P BAILY	Mgmt	For	For
04	RATIFICATION OF SHARE ISSUE.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

PETROLEUM GEO-SERVICES ASA, LYSAKER

Security:	R69628114	Agenda Number:	704804485
Ticker:		Meeting Type:	EGM
ISIN:	NO0010199151	Meeting Date:	11/21/2013

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	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	Election of one person to countersign the minutes	Mgmt	For	For
2.1	Election of new director to the board: Anne Grethe Dalane	Mgmt	For	For
2.2	Election of new director to the board: Walter Qvam	Mgmt	Against	Against

Manning & Napier Fund, Inc. Small Cap Series

US AIRWAYS GROUP, INC.

Security:	90341W108	Agenda Number:	933848523
Ticker:	LCC	Meeting Type:	Annual
ISIN:	US90341W1080	Meeting Date:	7/12/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, AS AMENDED (THE MERGER AGREEMENT), DATED AS OF FEBRUARY 13, 2013, BY AND AMONG US AIRWAYS GROUP, AMR CORPORATION (AMR), AND AMR MERGER SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF AMR.	Mgmt	For	For
2.	A PROPOSAL TO CONSIDER AND APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE MERGER-RELATED COMPENSATION OF US AIRWAYS GROUP’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT/PROSPECTUS.	Mgmt	For	For
3.	A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE 2013 ANNUAL MEETING OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT PRESENT AT THE 2013 ANNUAL MEETING OF STOCKHOLDERS.	Mgmt	For	For
4A.	ELECTION OF DIRECTOR: DENISE M. O’LEARY	Mgmt	For	For
4B.	ELECTION OF DIRECTOR: GEORGE M. PHILIP	Mgmt	For	For
5.	A PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Mgmt	For	For
6.	A PROPOSAL TO CONSIDER AND APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF US AIRWAYS GROUP’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT/PROSPECTUS.	Mgmt	For	For

Manning & Napier Fund, Inc. Small Cap Series

ZON OPTIMUS SGPS S.A., LISBOA

Security:	X9819B101	Agenda Number:	704721023
Ticker:		Meeting Type:	EGM
ISIN:	PTZON0AM0006	Meeting Date:	10/1/2013

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 MINIMUM SHARES TO VOTE IS 400. THANK YOU.	Non-Voting
1	To resolve on the amendment by modification, suppression, and/or addition, of all the articles in the Articles of Association of Zon Optimus, SGPS, S.A. with the exception of articles 1, 5, 6 and 8	Mgmt	For	For
2	To resolve on the election of the members of the corporate bodies, with the exception of the chartered accountant, for the 2013/2015 three year term	Mgmt	Against	Against
3	To resolve on the election of PricewaterhouseCoopers, the chartered accountant for the 2013/2015 three year term	Mgmt	For	For
4	To resolve on the appointment of the Compensation Committee	Mgmt	For	For
CMMT	PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 23 SEP 2013 TO 24 SEP 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. Technology Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 18

Manning & Napier Fund, Inc. Technology Series

AMDOCS LIMITED

Security:	G02602103	Agenda Number:	933910603
Ticker:	DOX	Meeting Type:	Annual
ISIN:	GB0022569080	Meeting Date:	1/30/2014

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: GIORA YARON	Mgmt	For	For

2.	TO APPROVE AN INCREASE IN THE DIVIDEND RATE UNDER OUR QUARTERLY ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
3.	TO APPROVE AN AMENDMENT TO AMDOCS LIMITED’S ARTICLES OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
4.	TO APPROVE THE AUTHORIZED SHARE CAPITAL OF AMDOCS LIMITED AND ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	Against	Against
5.	TO APPROVE OUR CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2013 (PROPOSAL V)	Mgmt	For	For
6.	TO RATIFY AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

APPLE INC.

Security:	037833100	Agenda Number:	933915564
Ticker:	AAPL	Meeting Type:	Annual
ISIN:	US0378331005	Meeting Date:	2/28/2014

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.	THE AMENDMENT OF THE COMPANY’S RESTATED ARTICLES OF INCORPORATION (THE “ARTICLES”) TO FACILITATE THE IMPLEMENTATION OF MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN AN UNCONTESTED ELECTION BY ELIMINATING ARTICLE VII, WHICH RELATES TO THE TERM OF DIRECTORS AND THE TRANSITION FROM A CLASSIFIED BOARD OF DIRECTORS TO A DECLASSIFIED STRUCTURE	Mgmt	For	For

3.	THE AMENDMENT OF THE ARTICLES TO ELIMINATE THE “BLANK CHECK” AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK	Mgmt	For	For
4.	THE AMENDMENT OF THE ARTICLES TO ESTABLISH A PAR VALUE FOR THE COMPANY’S COMMON STOCK OF $0.00001 PER SHARE	Mgmt	For	For
5.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014	Mgmt	For	For
6.	A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	Mgmt	For	For
7.	THE APPROVAL OF THE APPLE INC. 2014 EMPLOYEE STOCK PLAN	Mgmt	For	For
8.	A SHAREHOLDER PROPOSAL BY JOHN HARRINGTON AND NORTHSTAR ASSET MANAGEMENT INC. ENTITLED “BOARD COMMITTEE ON HUMAN RIGHTS” TO AMEND THE COMPANY’S BYLAWS	Shr	Against	For
9.	A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH OF A NON-BINDING ADVISORY RESOLUTION ENTITLED “REPORT ON COMPANY MEMBERSHIP AND INVOLVEMENT WITH CERTAIN TRADE ASSOCIATIONS AND BUSINESS ORGANIZATIONS”	Shr	Against	For
10.	A SHAREHOLDER PROPOSAL BY CARL ICAHN OF A NON-BINDING ADVISORY RESOLUTION THAT THE COMPANY COMMIT TO COMPLETING NOT LESS THAN $50 BILLION OF SHARE REPURCHASES DURING ITS 2014 FISCAL YEAR (AND INCREASE THE AUTHORIZATION UNDER ITS CAPITAL RETURN PROGRAM ACCORDINGLY)	Shr	Abstain	Against
11.	A SHAREHOLDER PROPOSAL BY JAMES MCRITCHIE OF A NON-BINDING ADVISORY RESOLUTION ENTITLED “PROXY ACCESS FOR SHAREHOLDERS”	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

AUTONAVI HOLDINGS LIMITED (AMAP)

Security:	05330F106	Agenda Number:	933901008
Ticker:	AMAP	Meeting Type:	Annual
ISIN:	US05330F1066	Meeting Date:	12/27/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1)	THE ADOPTION OF THE COMPANY’S 2013 SHARE INCENTIVE PLAN IN THE FORM ATTACHED HERETO AS EXHIBIT A, UNDER WHICH, SUBJECT TO OTHER PROVISIONS OF THE PLAN, THE AWARD POOL (CAPITALIZED TERMS HEREIN WILL HAVE THE MEANINGS DEFINED IN THE PLAN UNLESS STATED OTHERWISE) INITIALLY SHALL BE EQUAL TO 13,830,000 SHARES, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Mgmt	Against
2)	EACH DIRECTOR OF THE COMPANY IS HEREBY AUTHORIZED TO TAKE ANY AND EVERY ACTION THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTION AS SUCH DIRECTOR, IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT.	Mgmt	Against

Manning & Napier Fund, Inc. Technology Series

ELECTRONIC ARTS INC.

Security:	285512109	Agenda Number:	933848941
Ticker:	EA	Meeting Type:	Annual
ISIN:	US2855121099	Meeting Date:	7/31/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A	ELECTION OF DIRECTOR: LEONARD S. COLEMAN	Mgmt	For	For
1B	ELECTION OF DIRECTOR: JAY C. HOAG	Mgmt	For	For
1C	ELECTION OF DIRECTOR: JEFFREY T. HUBER	Mgmt	For	For
1D	ELECTION OF DIRECTOR: VIVEK PAUL	Mgmt	For	For
1E	ELECTION OF DIRECTOR: LAWRENCE F. PROBST III	Mgmt	For	For
1F	ELECTION OF DIRECTOR: RICHARD A. SIMONSON	Mgmt	For	For
1G	ELECTION OF DIRECTOR: LUIS A. UBINAS	Mgmt	For	For
1H	ELECTION OF DIRECTOR: DENISE F. WARREN	Mgmt	For	For

2	APPROVAL OF AMENDMENTS TO THE 2000 EQUITY INCENTIVE PLAN.	Mgmt	For	For
3	APPROVAL OF AN AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN.	Mgmt	For	For
4	ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Mgmt	For	For
5	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2014.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

F5 NETWORKS, INC.

Security:	315616102	Agenda Number:	933917304
Ticker:	FFIV	Meeting Type:	Annual
ISIN:	US3156161024	Meeting Date:	3/13/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: A. GARY AMES	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: STEPHEN SMITH	Mgmt	For	For
2.	APPROVE THE F5 NETWORKS, INC. 2014 INCENTIVE PLAN.	Mgmt	Against	Against
3.	RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.	Mgmt	For	For
4.	ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

KULICKE & SOFFA INDUSTRIES, INC.

Security:	501242101	Agenda Number:	933909408
Ticker:	KLIC	Meeting Type:	Annual
ISIN:	US5012421013	Meeting Date:	2/18/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	DIRECTOR
	1       MR. MACDONELL ROEHM, JR	Mgmt	For	For
2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (SINGAPORE) AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 27, 2014.	Mgmt	For	For
3.	TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.	Mgmt	Against	Against

Manning & Napier Fund, Inc. Technology Series

MICROS SYSTEMS, INC.

Security:	594901100	Agenda Number:	933884543
Ticker:	MCRS	Meeting Type:	Annual
ISIN:	US5949011002	Meeting Date:	11/22/2013

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: PETER A. ALTABEF	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: LOUIS M. BROWN, JR.	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: B. GARY DANDO	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: A.L. GIANNOPOULOS	Mgmt	For	For
1E.	ELECTION OF DIRECTOR: F. SUZANNE JENNICHES	Mgmt	For	For
1F.	ELECTION OF DIRECTOR: JOHN G. PUENTE	Mgmt	Against	Against
1G.	ELECTION OF DIRECTOR: DWIGHT S. TAYLOR	Mgmt	For	For
2.	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE 2014 FISCAL YEAR	Mgmt	For	For

3.	PROPOSAL TO AMEND THE COMPANY’S 1991 STOCK OPTION PLAN TO AUTHORIZE THE ISSUANCE OF AN ADDITIONAL 1,200,000 SHARES OF COMMON STOCK UNDER THE PLAN	Mgmt	For	For
4.	TO AMEND THE COMPANY’S STOCK OPTION PLAN TO EXTEND TERMINATION DATE OF THE PLAN FROM DECEMBER 31, 2014, TO DECEMBER 31, 2017	Mgmt	For	For
5.	PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	Mgmt	For	For

Manning & Napier Fund, Inc. Technology Series

MONSANTO COMPANY

Security:	61166W101	Agenda Number:	933907959
Ticker:	MON	Meeting Type:	Annual
ISIN:	US61166W1018	Meeting Date:	1/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: GREGORY H. BOYCE	Mgmt	For	For
1B.	ELECTION OF DIRECTOR: LAURA K. IPSEN	Mgmt	For	For
1C.	ELECTION OF DIRECTOR: WILLIAM U. PARFET	Mgmt	For	For
1D.	ELECTION OF DIRECTOR: GEORGE H. POSTE, PH.D., D.V.M.	Mgmt	For	For
2.	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.	Mgmt	For	For
3.	ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.	Mgmt	For	For
4.	SHAREOWNER PROPOSAL REQUESTING A REPORT RELATED TO LABELING OF FOOD PRODUCED WITH GENETIC ENGINEERING.	Shr	Against	For
5.	SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS.	Shr	Against	For

Manning & Napier Fund, Inc. Technology Series

QUALCOMM INCORPORATED

Security:	747525103	Agenda Number:	933916150
Ticker:	QCOM	Meeting Type:	Annual
ISIN:	US7475251036	Meeting Date:	3/4/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1A.	ELECTION OF DIRECTOR: BARBARA T. ALEXANDER	Mgmt	For	For
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: STEVEN M. MOLLENKOPF	Mgmt	For	For
1I.	ELECTION OF DIRECTOR: DUANE A. NELLES	Mgmt	For	For
1J.	ELECTION OF DIRECTOR: CLARK T. RANDT, JR.	Mgmt	For	For
1K.	ELECTION OF DIRECTOR: FRANCISCO ROS	Mgmt	For	For
1L.	ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN	Mgmt	For	For

1M.	ELECTION OF DIRECTOR: BRENT SCOWCROFT	Mgmt	For	For
1N.	ELECTION OF DIRECTOR: MARC I. STERN	Mgmt	For	For
2.	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 28, 2014.	Mgmt	For	For
3.	ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION.	Mgmt	For	For
4.	ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.	Mgmt	1 Year	For

Manning & Napier Fund, Inc. World Opportunities Series

PROXY VOTING RECORD

7/1/13-6/30/14

Investment Company Report

Meeting Date Range:	01-Jul-2013 - 30-Jun-2014	Report Date:	7/29/2014
			Page 1 of 339

Manning & Napier Fund, Inc. World Opportunities Series

ACCOR SA, COURCOURONNES

Security:	F00189120	Agenda Number:	705057823
Ticker:		Meeting Type:	MIX
ISIN:	FR0000120404	Meeting Date:	4/29/2014

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 SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: 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	09 APR 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2014/0324/2014032414007 62.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.fr//pdf/2014/0409/201404091401 005.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
1	Approval of the annual corporate financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
2	Approval of the consolidated financial statements for the financial year ended on December 31, 2013	Mgmt	For	For
3	Allocation of income and dividend distribution EUR 0.80 per Share	Mgmt	For	For

4	Option for payment of the dividend in shares	Mgmt	For	For
5	Approval of regulated commitments benefiting Mr. Sebastien Bazin	Mgmt	For	For
6	Approval of regulated agreements and commitments benefiting Mr. Sven Boinet	Mgmt	For	For
7	Approval of a regulated commitment benefiting Mr. Denis Hennequin	Mgmt	Against	Against
8	Approval of a regulated agreement benefiting Mr. Yann Caillere	Mgmt	Against	Against
9	Approval of a regulated agreement benefiting Institut Paul Bocuse	Mgmt	For	For
10	Renewal of term of Mr. Sebastien Bazin as Board member	Mgmt	For	For
11	Renewal of term of Mrs. Iris Knobloch as Board member	Mgmt	For	For
12	Renewal of term of Mrs. Virginie Morgon as Board member	Mgmt	Against	Against
13	Appointment of Mr. Jonathan Grunzweig as Board member	Mgmt	For	For
14	Authorization to be granted to the Board of Directors to trade in Company’s shares	Mgmt	For	For
15	Authorization to the Board of Directors to reduce share capital by cancellation of shares	Mgmt	For	For
16	Amendment to Article 12 of the bylaws to determine the terms of appointment of Board members representing employees and to increase the minimum number of shares to be held by the Board members	Mgmt	For	For
17	Notice on the compensation owed or paid to Mr. Denis Hennequin for the financial year ended on December 31, 2013	Mgmt	For	For

18	Notice on the compensation owed or paid to Mr. Yann Caillere for the financial year ended on December 31, 2013	Mgmt	For	For
19	Notice on the compensation owed or paid to Mr. Sebastien Bazin for the financial year ended on December 31, 2013	Mgmt	For	For
20	Notice on the compensation owed or paid to Mr. Sven Boinet for the financial year ended on December 31, 2013	Mgmt	For	For
21	Powers to carry out all legal formalities	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ADIDAS AG, HERZOGENAURACH

Security:	D0066B185	Agenda Number:	705054182
Ticker:		Meeting Type:	AGM
ISIN:	DE000A1EWWW0	Meeting Date:	5/8/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
	Please note that by judgement of OLG Cologne rendered on June 6, 2012, any shareholder who holds an aggregate total of 3 percent 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 with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR.	Non-Voting
	The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Registered shares will be deregistered at the deregistration date by the sub custodians. 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. Please contact your CSR for further information.	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 2014. 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 adidas AG and of the approved consolidated financial statements as of December 31, 2013, of the combined management report of adidas AG and of the adidas Group, the Explanatory Report of the Executive Board on the disclosures pursuant to sections 289 sections 4 and 5, 315 section 4 German Commercial Code (Handelsgesetzbuch - HGB) as well as of the Supervisory Board Report for the 2013 financial year	Non-Voting
2.	Resolution on the appropriation of retained earnings : The distributable profit of EUR 424,075,538.71 shall be appropriated as follows: payment of a dividend of EUR 1.50 per no-par share EUR 110,251,259.71 shall be carried forward ex-dividend and payable date: May 9, 2014	Mgmt	For	For
3.	Resolution on the ratification of the actions of the Executive Board for the 2013 financial year	Mgmt	For	For
4.	Resolution on the ratification of the actions of the Supervisory Board for the 2013 financial year	Mgmt	For	For
5.1	Election of the Supervisory Board: Dr. Stefan Jentzsch	Mgmt	For	For

5.2	Election of the Supervisory Board: Mr. Herbert Kauffmann	Mgmt	For	For
5.3	Election of the Supervisory Board: Mr. Igor Landau	Mgmt	For	For
5.4	Election of the Supervisory Board: Mr. Willi Schwerdtle	Mgmt	For	For
5.5	Election of the Supervisory Board: Mrs. Katja Kraus	Mgmt	For	For
5.6	Election of the Supervisory Board: Mrs. Kathrin Menges	Mgmt	For	For
6.	Resolution on the amendment of section 18 (Compensation of the Supervisory Board) of the Articles of Association	Mgmt	For	For
7.	Resolution on the revocation of the authorisation to issue bonds with warrants and/or convertible bonds of May 6, 2010. Resolution on the authorisation to issue bonds with warrants and/or convertible bonds, the exclusion of shareholders’ subscription rights and the simultaneous creation of a contingent capital as well as the amendment to the Articles of Association	Mgmt	For	For
8.	Resolution on granting the authorisation to repurchase and to use treasury shares pursuant to section 71 section 1 number 8 AktG including the authorisation to exclude tender and subscription rights as well as to cancel repurchased shares and to reduce the capital; revocation of the existing authorisation	Mgmt	For	For
9.	Resolution on granting the authorisation to use equity derivatives in connection with the acquisition of treasury shares pursuant to section 71 section 1 number 8 AktG while excluding shareholders’ tender and subscription rights; revocation of the existing authorisation	Mgmt	For	For
10.1	Appointment of the auditor and the Group auditor for the 2014 financial year as well as, if applicable, of the auditor for the review of the first half year financial report: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin, is appointed as auditor of the annual financial statements and the consolidated financial statements for the 2014 financial year	Mgmt	For	For
10.2	Appointment of the auditor and the Group auditor for the 2014 financial year as well as, if applicable, of the auditor for the review of the first half year financial report: KPMG AG Wirtschaftsprufungsgesellschaft, Berlin, is appointed for the audit review of the financial statements and interim management report for the first six months of the 2014 financial year, if applicable	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ADMIRAL GROUP PLC, CARDIFF

Security:	G0110T106	Agenda Number:	705021777
Ticker:		Meeting Type:	AGM
ISIN:	GB00B02J6398	Meeting Date:	4/9/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	To receive the Financial Statements and the reports of the Directors and the Auditors	Mgmt	For	For
2	To approve the Directors’ Remuneration Report	Mgmt	For	For
3	To approve the Directors’ Remuneration Policy	Mgmt	For	For
4	To declare the Final Dividend on the ordinary shares of the Company	Mgmt	For	For
5	To elect Jean Park (Non-Executive Director) as a Director of the Company	Mgmt	For	For
6	To re-elect Alastair Lyons (Non-Executive Director) as a Director and Chairman of the Company	Mgmt	For	For
7	To re-elect Henry Engelhardt (Executive Director) as a Director of the Company	Mgmt	For	For
8	To re-elect David Stevens (Executive Director) as a Director of the Company	Mgmt	For	For
9	To re-elect Kevin Chidwick (Executive Director) as a Director of the Company	Mgmt	For	For
10	To re-elect Margaret Johnson (Non-Executive Director) as a Director of the Company	Mgmt	For	For

11	To re-elect Lucy Kellaway (Non-Executive Director) as a Director of the Company	Mgmt	For	For
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 appoint KPMG LLP as Auditors of the Company	Mgmt	For	For
17	To authorise the Directors to determine the remuneration of KPMG LLP	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 with not less than 14 days clear notice	Mgmt	Against	Against

Manning & Napier Fund, Inc. World Opportunities Series

AGGREKO PLC, GLASGOW

Security:	G0116S169	Agenda Number:	705039611
Ticker:		Meeting Type:	OGM
ISIN:	GB00B4WQ2Z29	Meeting Date:	4/24/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Approval of sub-division of Existing Ordinary Shares, consolidation and division of Intermediate Ordinary Shares, adoption of New Articles and the purchase by the Company of B Shares (each as defined in the circular to shareholders dated 14 March 2014)	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AGGREKO PLC, GLASGOW

Security:	G0116S169	Agenda Number:	705056364
Ticker:		Meeting Type:	AGM
ISIN:	GB00B4WQ2Z29	Meeting Date:	4/24/2014

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 Policy	Mgmt	For	For
3	Approval of Remuneration Report	Mgmt	For	For
4	Declaration of Dividend	Mgmt	For	For
5	Election of Mr. I D Marchant	Mgmt	For	For
6	Re-election of Mr. K G Hanna	Mgmt	For	For
7	Re-election of Mr. A G Cockburn	Mgmt	For	For
8	Re-election of Mr. D Das	Mgmt	For	For
9	Re-election of Mr. A Satrazemis	Mgmt	For	For
10	Re-election of Mr. D J B Taylor-Smith	Mgmt	For	For
11	Re-election of Mr. R J King	Mgmt	For	For
12	Re-election of Ms. D L P Layfield	Mgmt	For	For

13	Re-election of Mr. R J MacLeod	Mgmt	For	For
14	Re-election of Ms R A K McDonald	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	Directors’ fees	Mgmt	For	For
19	Disapplication of pre-emption rights	Mgmt	For	For
20	Purchase of own shares	Mgmt	For	For
21	General meetings on 14 clear days’ notice	Mgmt	Against	Against
CMMT	24 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO THE TEXT OF 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. World Opportunities Series

AKZO NOBEL NV, AMSTERDAM

Security:	N01803100	Agenda Number:	705044345
Ticker:		Meeting Type:	AGM
ISIN:	NL0000009132	Meeting Date:	4/29/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	Opening	Non-Voting
2	Report of the Board of Management for the financial year 2013	Non-Voting

3.a	Financial Statements, result and dividend: Discussion on the implementation of the remuneration policy	Non-Voting
3.b	Financial Statements, result and dividend: Adoption of the 2013 Financial Statements of the Company	Mgmt	For	For
3.c	Financial Statements, result and dividend: Discussion on the dividend policy	Non-Voting
3.d	Financial Statements, result and dividend: Profit allocation and adoption of the dividend proposal - EUR 1,45 gross per share	Mgmt	For	For
4.a	Discharge: Discharge from liability of members of the Board of Management in office in 2013 for the performance of their duties in 2013	Mgmt	For	For
4.b	Discharge: Discharge from liability of members of the Supervisory Board in office in 2013 for the performance of their duties in 2013	Mgmt	For	For
5.a	Supervisory Board: Appointment of Mr. B.E. Grote	Mgmt	For	For
5.b	Supervisory Board: Re-appointment of Mr. A. Burgmans	Mgmt	For	For
5.c	Supervisory Board: Re-appointment of Mr. L.R. Hughes	Mgmt	For	For
5.d	Supervisory Board: Remuneration Supervisory Board	Mgmt	For	For
6	Appointment External Auditor: PricewaterhouseCoopers	Mgmt	For	For
7.a	Authorization for the Board of Management: to issue shares	Mgmt	For	For
7.b	Authorization for the Board of Management: to restrict or exclude the pre-emptive rights of shareholders	Mgmt	For	For
8	Authorization for the Board of Management to acquire common shares in the share capital of the Company on behalf of the Company	Mgmt	For	For

9	Any other business and closing	Non-Voting
CMMT	20 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION 3.d. 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

ALUMINA LTD, SOUTHBANK VIC

Security:	Q0269M109	Agenda Number:	705123139
Ticker:		Meeting Type:	AGM
ISIN:	AU000000AWC3	Meeting Date:	5/9/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
CMMT	VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 4 AND 6 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 (AS REFERRED IN THE COMPANY ANNOUNCEMENT) 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 THE ABOVE MENTIONED PROPOSAL/S, 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
CMMT	IF YOU INTEND TO VOTE FOR THE REMUNERATION REPORT, THEN YOU SHOULD VOTE AGAINST THE SPILL RESOLUTION	Non-Voting
2	ADOPTION OF REMUNERATION REPORT	Mgmt	For	For
3.a	TO RE-ELECT MR G JOHN PIZZEY AS A DIRECTOR	Mgmt	For	For
3.b	TO ELECT MR W PETER DAY AS A DIRECTOR	Mgmt	For	For
3.c	TO ELECT MR MICHAEL P FERRARO AS A DIRECTOR	Mgmt	For	For

4	GRANT OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER (LONG TERM INCENTIVE)	Mgmt	For	For
5	ALTERATIONS TO THE CONSTITUTION	Mgmt	For	For
6	THAT, SUBJECT TO AND CONDITIONAL ON AT LEAST 25% OF THE VOTES CAST ON THE RESOLUTION PROPOSED ON ITEM 2 (ADOPTION OF REMUNERATION REPORT) IN THE NOTICE CONVENING THIS MEETING BEING AGAINST THE ADOPTION OF THE REMUNERATION REPORT, AS REQUIRED BY THE CORPORATIONS ACT 2001 (CTH): (A) AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY (SPILL MEETING) BE HELD WITHIN 90 DAYS AFTER THE PASSING OF THIS RESOLUTION; (B) ALL OF THE DIRECTORS OF THE COMPANY IN OFFICE AT THE TIME WHEN THE RESOLUTION TO MAKE THE DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 WAS PASSED, OTHER THAN THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER, CEASE TO HOLD OFFICE IMMEDIATELY BEFORE THE END OF THE SPILL MEETING; AND (C) RESOLUTIONS TO APPOINT PERSONS TO OFFICES THAT WILL BE VACATED IMMEDIATELY BEFORE THE END OF THE SPILL MEETING BE PUT TO THE VOTE AT THE SPILL MEETING	Shr	Against	For

Manning & Napier Fund, Inc. World Opportunities Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933910021
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	1/2/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1	TO EXAMINE, DISCUSS AND APPROVE ALL THE TERMS AND CONDITIONS OF THE PROTOCOL; AND JUSTIFICATION OF MERGER OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV WITH AND INTO AMBEV S.A., ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION I” AND “MERGER I”, RESPECTIVELY).	Mgmt	For	For
2	TO RATIFY THE RETENTION OF THE SPECIALIZED FIRM APSIS CONSULTORIA EMPRESARIAL LTDA. (“APSIS”) TO PREPARE (A) THE VALUATION REPORT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV (“COMPANHIA DE BEBIDAS”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT I”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND COMPANHIA DE BEBIDAS, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
3	TO APPROVE THE VALUATION REPORT I.	Mgmt	For	For

4	TO APPROVE THE MERGER I.	Mgmt	For	For
5	TO EXAMINE, DISCUSS AND APPROVE ALL TERMS AND CONDITIONS OF THE PROTOCOL AND JUSTIFICATION OF MERGER OF AMBEV BRASIL BEBIDAS S.A. WITH AND INTO THE COMPANY, ENTERED INTO BY AND AMONG THE COMPANIES’ MANAGERS (“PROTOCOL AND JUSTIFICATION II” AND “MERGER II”, RESPECTIVELY).	Mgmt	For	For
6	TO RATIFY THE HIRING OF THE SPECIALIZED FIRM APSIS TO PREPARE (A) THE VALUATION REPORT OF THE NET EQUITY OF AMBEV BRASIL BEBIDAS S.A. (“AMBEV BRASIL”), BASED ON ITS BOOK VALUE, FOR PURPOSES OF SECTIONS 227 AND 8 OF LAW NO. 6,404/76 (“VALUATION REPORT II”); AND (B) THE VALUATION REPORT OF THE NET EQUITIES OF THE COMPANY AND AMBEV BRASIL, AT MARKET VALUE, EVALUATED UNDER THE SAME CRITERIA AND ON THE SAME DATE, FOR PURPOSES OF SECTION 264 OF LAW NO. 6,404/76 (“NET EQUITY VALUATION REPORT II”).	Mgmt	For	For
7	TO APPROVE THE VALUATION REPORT II.	Mgmt	For	For
8	TO APPROVE THE MERGER II AND THE COMPANY’S CAPITAL INCREASE, UPON THE ISSUANCE OF COMMON SHARES TO BE SUBSCRIBED AND PAID IN BY THE MANAGERS OF AMBEV BRASIL, FOR THE BENEFIT OF ITS SHAREHOLDERS, WITH THE CONSEQUENT AMENDMENT OF THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT THE REFERRED CAPITAL INCREASE.	Mgmt	For	For
9	TO AMEND, AGAIN, THE FIRST PART OF ARTICLE 5 OF THE COMPANY’S BY-LAWS IN ORDER TO REFLECT POSSIBLE CAPITAL INCREASES APPROVED WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL AND CONFIRMED BY THE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS UNTIL THE DATE OF EGM.	Mgmt	For	For
10	TO AMEND ARTICLE 3 OF THE COMPANY’S BY-LAWS IN ORDER TO (I) INCLUDE THE ACTIVITY OF PRINTING, SERVICES OF PREPRINTING AND GRAPHIC FINISHING AND REPRODUCTION OF RECORDED MATERIALS IN ANY BASE; AND (II) ADJUST THE ACTIVITY OF TRADE OF BYPRODUCTS, AS PER ITEM “G” THEREOF, TO MENTION, INCLUDING, BUT NOT LIMITED TO, BYPRODUCTS FOR ANIMAL FEEDING.	Mgmt	For	For
11	TO AUTHORIZE THE COMPANY’S EXECUTIVE COMMITTEE TO PERFORM ALL ACTS NECESSARY FOR THE CONSUMMATION OF THE MERGER.	Mgmt	For	For

12A	ELECTION OF DIRECTOR: VICTORIO CARLOS DE MARCHI	Mgmt	Against	Against
12B	ELECTION OF DIRECTOR: CARLOS ALVES DE BRITO	Mgmt	For	For
12C	ELECTION OF DIRECTOR: MARCEL HERRMANN TELLES	Mgmt	For	For
12D	ELECTION OF DIRECTOR: JOSE HEITOR ATTILIO GRACIOSO	Mgmt	For	For
12E	ELECTION OF DIRECTOR: VICENTE FALCONI CAMPOS	Mgmt	Against	Against
12F	ELECTION OF DIRECTOR: LUIS FELIPE PEDREIRA DUTRA LEITE	Mgmt	For	For
12G	ELECTION OF DIRECTOR: ROBERTO MOSES THOMPSON MOTTA	Mgmt	Against	Against
12H	ELECTION OF DIRECTOR: ALVARO ANTONIO CARDOSO DE SOUZA	Mgmt	For	For
12I	ELECTION OF DIRECTOR: PAULO ALBERTO LEMMAN	Mgmt	For	For
12J	ELECTION OF DIRECTOR: ANTONIO CARLOS AUGUSTO RIBEIRO BONCHRISTIANO	Mgmt	For	For
12K	ELECTION OF DIRECTOR: MARCOS DE BARROS LISBOA	Mgmt	For	For
12L	ELECTION OF ALTERNATE DIRECTOR: LUIZ FERNANDO ZIEGLER DE SAINT EDMOND	Mgmt	For	For
13	TO AMEND AND RESTATE THE COMPANY’S BY-LAWS, IN ACCORDANCE WITH COMPANY’S MANAGEMENT PROPOSAL.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AMBEV S.A.

Security:	02319V103	Agenda Number:	933986791
Ticker:	ABEV	Meeting Type:	Special
ISIN:	US02319V1035	Meeting Date:	4/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
O1A	ANALYSIS OF THE MANAGEMENT ACCOUNTS, WITH EXAMINATION, DISCUSSION AND VOTING ON THE FINANCIAL STATEMENTS RELATED TO THE FISCAL YEAR ENDED DECEMBER 31, 2013.	Mgmt	For	For
O1B	ALLOCATION OF THE NET PROFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND RATIFICATION OF THE PAYMENT OF INTEREST ON OWN CAPITAL AND DISTRIBUTION OF DIVIDENDS, RELATED TO THE FISCAL YEAR ENDED ON DECEMBER 31, 2013, APPROVED BY THE BOARD OF DIRECTORS AT MEETINGS HELD ON AUGUST 30, 2013, JANUARY 6, 2014, AND MARCH 25, 2014.	Mgmt	For	For
O1C	ELECTION OF THE MEMBERS OF THE COMPANY’S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES FOR A TERM IN OFFICE UNTIL THE ORDINARY GENERAL MEETING TO BE HELD IN 2015.	Mgmt	For	For
O1D	RATIFICATION OF THE AMOUNTS PAID OUT AS COMPENSATION TO THE MANAGEMENT AND TO THE MEMBERS OF THE FISCAL COUNCIL OF THE COMPANY DURING THE FISCAL YEAR ENDED DECEMBER 31, 2013 AND ESTABLISHING THE OVERALL COMPENSATION OF THE MANAGEMENT AND OF THE MEMBERS OF THE FISCAL COUNCIL FOR THE FISCAL YEAR TO BE ENDED DECEMBER 31, 2014.	Mgmt	For	For
E2A	WITH THE PURPOSE OF CARRYING OUT THE PARTIAL CAPITALIZATION OF THE TAX BENEFIT EARNED BY THE COMPANY WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE - IN 319/99 FOR THE 2013 FISCAL YEAR, PURSUANT TO THE ARTICLE 7 OF CVM RULING N. 319/99, A CAPITAL INCREASE IN THE MINIMUM AMOUNT OF R$ 218,277,229.62, UPON ISSUANCE OF 13,566,018 SHARES AND THE MAXIMUM AMOUNT OF R$ 352,684,594.10, UPON ISSUANCE OF UP TO 21,919,490 SHARES, AT THE ISSUANCE PRICE OF R$16.09 PER SHARE, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
E2B	NEW CAPITAL INCREASE IN THE AMOUNT OF R$ 93,547,390.11, CORRESPONDING TO THE CAPITALIZATION OF 30% OF THE TAX BENEFIT EARNED WITH THE PARTIAL AMORTIZATION OF THE SPECIAL PREMIUM RESERVE IN THE FISCAL YEAR OF 2013, PURSUANT TO ARTICLE 7 OF THE CVM RULING N. 319/99, WITHOUT THE ISSUANCE OF NEW SHARES.	Mgmt	For	For
E2C	BY VIRTUE OF THE RESOLUTION MENTIONED IN (2B.) ABOVE, AS WELL AS THE CAPITAL INCREASES APPROVED BY THE COMPANY’S BOARD OF DIRECTORS WITHIN THE LIMIT OF THE AUTHORIZED CAPITAL, AND RATIFIED UNTIL THE DATE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS, TO AMEND CAPUT OF ARTICLE 5 OF THE COMPANY’S BY- LAWS AND TO RESTATE SUCH BY-LAWS.	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AMDOCS LIMITED

Security:	G02602103	Agenda Number:	933910603
Ticker:	DOX	Meeting Type:	Annual
ISIN:	GB0022569080	Meeting Date:	1/30/2014

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: GIORA YARON	Mgmt	For	For
2.	TO APPROVE AN INCREASE IN THE DIVIDEND RATE UNDER OUR QUARTERLY ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For

3.	TO APPROVE AN AMENDMENT TO AMDOCS LIMITED’S ARTICLES OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For
4.	TO APPROVE THE AUTHORIZED SHARE CAPITAL OF AMDOCS LIMITED AND ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	Against	Against
5.	TO APPROVE OUR CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2013 (PROPOSAL V)	Mgmt	For	For
6.	TO RATIFY AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

AMERICA MOVIL, S.A.B. DE C.V.

Security:	02364W105	Agenda Number:	933981777
Ticker:	AMX	Meeting Type:	Annual
ISIN:	US02364W1053	Meeting Date:	4/28/2014

Prop. #	Proposal	Proposed by	Proposal Vote	For/Against Management’s Recommendation
1.	APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.	Mgmt	Abstain
2.	APPOINTMENT OF DELEGATES TO EXECUTE AND, IF APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.	Mgmt	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,

Security:	P0355L115	Agenda Number:	704993496
Ticker:		Meeting Type:	EGM
ISIN:	BRAEDUACNOR9	Meeting Date:	3/18/2014

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 terms and conditions of the protocol of merger and instrument of justification of Anhanguera Publicacoes e Comercio de Material Didatico Ltda., from here onwards referred to as Aesa Publicacoes, which was entered into on February 26, 2014, by the managers of the company and of Aesa Publicacoes	Mgmt	For	For
II	Examination, discussion and ratification of the appointment of the valuation company for the preparation of the valuation report for Aesa Publicacoes	Mgmt	For	For
III	Examination, discussion and approval of the valuation report for the entirety of the equity of Aesa Publicacoes to be transferred to the company	Mgmt	For	For
IV	Examination, discussion and approval of the merger of Aesa Publicacoes into the company, which is to be conducted in accordance with the terms of the protocol of merger and instrument of justification, without the issuance of new shares by the company, bearing in mind that the company holds the entirety of the capital of Aesa Publicacoes	Mgmt	For	For
V	Authorization for the managers of the company to do all the acts that are necessary for the implementation and formalization of the proposed resolutions that are approved by the general meeting of shareholders of the company	Mgmt	For	For

Manning & Napier Fund, Inc. World Opportunities Series

ANHANGUERA EDUCACIONAL PARTICIPACOES SA, VALINHOS,

Security:	P0355L115	Agenda Number:	705044434
Ticker:		Meeting Type:	AGM
ISIN:	BRAEDUACNOR9	Meeting Date:	4/28/2014

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 regarding the fiscal year ended on December 31, 2013	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 set the annual global remuneration of the managers for the 2014	Mgmt	For	For
IV	To install and elect the members of the Fiscal Council and set their remuneration. Votes in Groups of candidates only: Jose Antonio Ramos, titular, Wagner Mar, titular, Walter Mallas Machado de Barros, titular, Jose Simone Neto, substitute, Marcello Lopes dos Santos, substitute, Raul Todao Filho, substitute, only to ordinary shareholders	Mgmt	For	For
CMMT	31-MAR-2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF MEETING DATE FROM 22 APR 14 TO 28 APR 14 AND RECEIPT OF THE NAMES OF THE FISCAL COUNCIL MEMBERS. 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	31 MAR 2014: DELETION OF COMMENT	Non-Voting
CMMT	31 MAR 2014: DELETION OF COMMENT	Non-Voting

Manning & Napier Fund, Inc. World Opportunities Series

ANHEUSER-BUSCH INBEV SA, BRUXELLES

Security:	B6399C107	Agenda Number:	705080947
Ticker:		Meeting Type:	MIX
ISIN:	BE0003793107	Meeting Date:	4/30/2014

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	Deciding that all outstanding subscription rights granted to Directors (including former Directors) of the Company and certain executives (including former executives) will be automatically converted into stock options, so that, upon exercise, existing shares instead of new shares will be delivered, with effect on 1 May 2014; accordingly, acknowledging that all subscription rights outstanding on 1 May 2014 will become without object, with effect on the same date; confirming that the terms and conditions of such replacement stock options will be identical to those of such subscription rights, including regarding the exercise price and the exercise conditions and periods, except to the extent strictly needed to take into account that existing shares instead of new shares will be delivered; deciding that such replacement CONTD	Mgmt	For	For
CONT	CONTD stock options will continue to grant their holders a right of early exercise in the event contemplated by Article 501, second indent, of the Companies Code (i.e., in relation to certain capital increases), in the same manner as the subscription rights did	Non-Voting
A.2.a	Special report by the Board of Directors on the authorised capital, drawn up in accordance with Article 604 of the Companies Code	Non-Voting
A.2.b	Cancelling the unused portion of the existing authorised capital, granting a renewed authorisation to the Board of Directors to increase the capital in accordance with Article 6 of the articles of association, in one or more transactions, by the issuance of a number of shares, or financial instruments giving right to a number of shares, which will represent not more than 3% of the shares issued as at 30 April 2014, and modifying Article 6 of the articles of association accordingly. Such authorisation is granted for a period of five years as from the date of publication of this modification to the articles of association in the Belgian State Gazette (Moniteur Belge /Belgisch Staatsblad)	Mgmt	For	For

B.1.a	Renewing, for a period of five years as from 30 April 2014, the authorisation to the Board of Directors to purchase the Company’s own shares up to maximum 20 per cent of the issued shares for a unitary price which will not be lower than one euro (EUR 1,-) and not higher than 20 % above the highest closing price in the last twenty trading days of the shares on Euronext Brussels preceding the acquisition. The previous authorization expired on 28 April 2014	Mgmt	For	For
B.1.b	Replacing Article 10 of the articles of association by the following text: “Article 10.- ACQUISITION AND DISPOSAL OF OWN SHARES The company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 620 of the Companies Code and under the conditions provided for by law, acquire, on or outside the stock exchange, its own shares up to a maximum of 20% of the issued shares of the company for a unitary price which will not be lower than one euro (EUR 1,-) and not higher than 20 % above the highest closing price on Euronext Brussels in the last twenty trading days preceding the acquisition. The company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 622, section 2, 1 of the Companies Code, dispose, on or outside the stock exchange, of the shares CONTD	Mgmt	For	For
CONT	CONTD of the company which were acquired by the company under the conditions determined by the Board of Directors. The authorisations set forth in the preceding paragraphs also extend to acquisitions and disposals of shares of the company by direct subsidiaries of the company made in accordance with article 627 of the Companies Code. The authorisations set forth in this article were granted for a period of five (5) years as from the extraordinary shareholders’ meeting of thirty April two thousand and fourteen	Non-Voting
C.1	Management report by the Board of Directors on the accounting year ended on 31 December 2013	Non-Voting
C.2	Report by the statutory auditor on the accounting year ended on 31 December 2013	Non-Voting
C.3	Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2013, 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
C.4	Approving the statutory annual accounts relating to the accounting year ended on 31 December 2013, including the following allocation of the result: (as specified) On a per share basis, this represents a gross dividend for 2013 of EUR 2.05 giving right to a dividend net of Belgian withholding tax of EUR 1.5375 per share (in case of 25% Belgian withholding tax) and of EUR 2.05 per share (in case of exemption from Belgian withholding tax). Taking into account the gross interim dividend of EUR 0.60 per share paid in November 2013, a balance gross amount of EUR 1.45 will be payable as from 8 May 2014, i.e. a balance dividend net of Belgian withholding tax of EUR 1.0875 per share (in case of 25% Belgian withholding tax) and of EUR 1.45 per share (in case of exemption from Belgian withholding tax). The actual gross CONTD	Mgmt	For	For

CONT	CONTD dividend amount (and, subsequently, the balance amount) may fluctuate depending on possible changes in the number of own shares held by the Company on the dividend payment date	Non-Voting
C.5	Granting discharge to the Directors for the performance of their duties during the accounting year ended on 31 December 2013	Mgmt	For	For
C.6	Granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2013	Mgmt	For	For
C.7.a	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 2014. The Company’s Corporate Governance Charter provides that the term of office of directors shall end immediately after the annual shareholders’ meeting following their 70th birthday, except as provided by the Board of Directors in special cases. The Board considers that an exception to such age limit is justified for Mr. Storm considering the key role that he has played and continues to play as independent director. Mr. Storm complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company’s Corporate Governance Charter, except for the requirement CONTD	Mgmt	For	For
CONT	CONTD not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2). Except when legally required to apply the definition of Article 526ter, par. 1, 2, the Board proposes to consider that Mr. Storm continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Storm to the functioning of the Board has not been influenced by the length of his tenure. Mr. Storm has acquired a superior understanding of the Company’s business, its underlying strategy and specific culture, in particular in his capacity of chairman of the Board, and in light of his particular experience, reputation and background it is in the Company’s best interests to renew him as an independent director for an additional term CONTD	Non-Voting
CONT	CONTD of one year. Moreover, Mr. Storm expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence	Non-Voting

C.7.b	Renewing the appointment as independent director of Mr. Mark Winkelman, for a period of 1 year ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2014. Mr. Winkelman complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company’s Corporate Governance Charter, except for the requirement not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2). Except when legally required to apply the definition of Article 526ter, par. 1, 2, the Board proposes to consider that Mr. Winkelman continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Winkelman to the CONTD	Mgmt	For	For
CONT	CONTD functioning of the Board has not been influenced by the length of his tenure. Mr. Winkelman has acquired a superior understanding of the Company’s business, its underlying strategy and specific culture, and in light of his particular experience, reputation and background it is in the Company’s best interests to renew him as an independent director for an additional term of one year. Moreover, Mr. Winkelman expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence	Non-Voting
C.7.c	Renewing the appointment as director of Mr. Alexandre Van Damme, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	For	For
C.7.d	Renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of four years ending after the shareholders’ meeting which will be asked to approve the accounts for the year 2017	Mgmt	For	For

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Manning & Napier Fund, Inc. Diversified Tax Exempt Series

PROXY VOTING RECORD

7/1/13-6/30/14

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

7/1/13-6/30/14

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. New York Tax Exempt Series was entitled to vote.

Manning & Napier Fund, Inc. Ohio Tax Exempt Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Ohio Tax Exempt Series was entitled to vote.

Manning & Napier Fund, Inc. Global Fixed Income Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Global Fixed Income Series was entitled to vote.

Manning & Napier Fund, Inc. High Yield Bond Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. High Yield Bond Series was entitled to vote.

Manning & Napier Fund, Inc. Strategic Income Conservative Series

PROXY VOTING RECORD

7/1/13-6/30/14

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

7/1/13-6/30/14

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.

Manning & Napier Fund, Inc. Core Bond Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Core Bond Series was entitled to vote.

Manning & Napier Fund, Inc. Equity Income Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Equity Income Series was entitled to vote.

Manning & Napier Fund, Inc. Dynamic Opportunities Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Dynamic Opportunities Series was entitled to vote.

Manning & Napier Fund, Inc. Focused Opportunities Series

PROXY VOTING RECORD

7/1/13-6/30/14

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. Focused Opportunities 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    08/13/14