F&C Investments F&C US Smaller Companies PLC

Attendance Card
Please bring this card with you to the meeting and present it at Shareholder registration/accreditation.

Shareholder Reference Number

Annual General Meeting at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m.

Form of Proxy

28 October 2011

Dear Shareholder

As a shareholder in F&C US Smaller Companies PLC you are encouraged to attend the Annual General Meeting of the Company to be held at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m. Your copy of the 2011 annual report and accounts, which incorporates the Notice of Annual General Meeting, is enclosed.

The Board is recommending that shareholders vote in favour of all resolutions at the Annual General Meeting, which the Directors intend to do in respect of their own personal holdings. You are therefore encouraged to lodge your proxy votes by completing and returning this form in the reply paid envelope to the Company's registrars, Computershare Investor Services PLC.

To be effective, all proxy appointments will need to be lodged by Friday 25 November 2011 at 12.30 p.m.

Yours faithfully

F&C Management Limited
Secretary

All Named Holders:

SRN.

10/49

100392_31541_RUN_ONS/000001/000001/SG150/

11V4YB P02

Explanatory Notes:

Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Proxy Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar's helpline on 0870 889 4089 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 11 p.m. on the day which is two days before the day of the meeting (non-working days excluded). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
The address overleaf is how it appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 889 4089 to request a change of address form or go to www.computershare.co.uk to use the online Investor Centre service.
Any alterations made to this form should be initialed.
The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Form of Proxy

Please use a black pen. Mark with an X ☑ inside the box as shown in this example.

I/We hereby appoint the Chairman of the meeting OR the following person

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of F&C US Smaller Companies PLC to be held at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m., and at any adjourned meeting.

For the appointment of more than one proxy, please refer to Explanatory Note 2.

☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary business	For	Against	Vote Withheld
1. Adoption of annual accounts.	☐	☐	☐
2. Approval of Directors' Remuneration Report.	☐	☐	☐
3. Re-election of Mr N M Bachop.	☐	☐	☐
4. Re-election of Mr M P S Barton.	☐	☐	☐
5. Re-election of Mr G D Grender.	☐	☐	☐
6. Re-election of Mr C A Parritt.	☐	☐	☐
For	Against	Vote Withheld
---	---	---
7. Re-appointment of the auditors.	☐	☐
8. Authority to determine auditors' remuneration.	☐	☐
Special business	☐	☐
9. Authority to allot securities for cash.	☐	☐
10. Authority to buy back shares.	☐	☐
11. Notice period for meetings.	☐	☐
12. Continuation Vote	☐	☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

HLD 1605

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

C 1 8 2 4

FCU

11/4/19 P02

F&C Investments F&C US Smaller Companies PLC

Annual General Meeting 2011 Attendance Card

Please bring this card with you to the meeting and present it at Shareholder registration/accreditation.

Shareholder Reference Number

Annual General Meeting at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m.

Form of Direction - Savings Plans

Dear Planholder

28 October 2011

As a planholder in F&C US Smaller Companies PLC you are welcome to attend and vote in person at the Annual General Meeting of the Company to be held at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m. Your copy of the 2011 annual report and accounts, which incorporates the Notice of Annual General Meeting, is enclosed.

Your shares are held with those of other planholders in the name of F&C's nominee company. Participation by all planholders at the Annual General Meeting is encouraged and therefore, if you are unable to attend and vote in person, you are requested to direct the nominee company to appoint the Chairman as your proxy to vote on your behalf. The nominee company will instruct the Chairman to vote the shares held on behalf of planholders who have not returned their voting directions in proportion to the directions of those who have. This arrangement is explained in the notes on the reverse.

To ensure that your voting directions are included, please complete the Form of Direction on the reverse and return it in the reply paid envelope to Computershare Investor Services PLC by Wednesday 23 November 2011 at 12.30 p.m.

The Directors of the Company are recommending that investors vote in favour of all resolutions, which they intend to do in respect of their own personal holdings.

Yours faithfully

M Woodward
Head of Investment Trusts
F&C Management Limited

Please note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders:

SRN.

50/51

100392_5_RUNONS/000001/000001/i

111/429 P03

Explanatory Notes:

The voting directions of planholders for whom the Chairman will be appointed to act as proxy (Box A below) will form the basis upon which the shares of those who do not provide any such directions will be voted proportionately. Planholders attending the Annual General Meeting (Box B below) are able to vote in person.
Please complete either Box A or Box B below. If both boxes are completed, the person named in Box B shall be appointed proxy in accordance with Box B and the completion of Box A shall be disregarded. If neither box is completed, Puddle Dock Nominees Limited (the "nominee company") will direct the Chairman to vote your shares in proportion to the total of the voting directions received from planholders.
If Box A is completed, please indicate how you wish the nominee company to direct the Chairman of the meeting to vote by placing a cross in the appropriate box, For, Against or Vote withheld. If no indication is given in respect of a resolution, the nominee company will direct the Chairman to vote your shares in respect of that resolution in proportion to the total of the voting directions received from planholders.
The purpose of the proportional voting arrangement is to ensure that planholders are fairly and fully represented at shareholder meetings. The nominee company will only implement the proportional voting arrangement if valid Forms of Direction representing a minimum threshold of at least 5% of the shares held by planholders within the savings plans are received. A maximum limit of 12,250 shares that any one individual investor can vote, being approximately 5% of the minimum threshold, will also apply. Any shares voted by an investor in excess of the maximum limit will remain valid, but will not form part of the proportional voting basis.
The final box in Box A should not be marked unless for any reason you do not want your voting directions included in the proportional voting arrangement.
The "Vote withheld" option is provided to enable you to direct the Chairman to abstain on any particular resolution should you so wish.
On any motion to amend any resolution, to propose a new resolution or to adjourn the meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain at his discretion.
By signing this Form of Direction, a joint planholder warrants that he/she has authority to sign for and on behalf of his/her fellow joint investors.

Form of Direction

Please read the notice of meeting and the Explanatory Notes on the completion of this form.

With reference to the Annual General Meeting of F&C US Smaller Companies PLC ("the Company") to be held on Tuesday 29 November 2011, I/we, being the registered investor/contact in ordinary shares in the Company under the F&C Personal Equity Plan, Individual Savings Account, Private Investor Plan, Children's Investment Plan and/or Child Trust Fund, hereby direct Puddle Dock Nominees Limited (as the registered holder of such shares) to appoint EITHER:

BOX A

the Chairman of the meeting as proxy in respect of such shares and to direct such proxy to vote (on a poll only) at the Annual General Meeting of the Company to be held on Tuesday 29 November 2011 and at any adjournment thereof on the resolutions set out in the notice convening the meeting as follows:

Ordinary business	For	Against	Vote withheld
1. Adoption of annual accounts.	☐	☐	☐
2. Approval of Directors' Remuneration Report.	☐	☐	☐
3. Re-election of Mr N M Bachop.	☐	☐	☐
4. Re-election of Mr M P S Barton.	☐	☐	☐
5. Re-election of Mr G D Grender.	☐	☐	☐
6. Re-election of Mr C A Parritt.	☐	☐	☐
For	Against	Vote withheld
---	---	---
7. Re-appointment of the auditors.	☐	☐
8. Authority to determine auditors' remuneration.	☐	☐
Special business	☐	☐
9. Authority to allot securities for cash.	☐	☐
10. Authority to buy back shares.	☐	☐
11. Notice period for meetings.	☐	☐
12. Continuation Vote	☐	☐

Only mark this final box if, for any reason, you wish your shares to be excluded from F&C's proportional voting arrangement. Please refer to notes 4 & 5 above.

☐

BOX B

as proxy in respect of such shares and to direct such proxy to vote at his/her discretion at the Annual General Meeting of the Company to be held on Tuesday 29 November 2011 and at any adjournment thereof.

I/we agree that unless this Form of Direction is received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 12.30 p.m. on Wednesday 23 November 2011, Puddle Dock Nominees Limited shall not be obliged to act on any directions subsequently received via such form in relation to the meeting in respect of the shares registered in its name.

Signature

Date

C1825 01 FCU_SCH

11/4/28 PO

F&C Investments F&C US Smaller Companies PLC

Annual General Meeting 2011 Attendance Card

Please bring this card with you to the meeting and present it at Shareholder registration/accreditation.

Shareholder Reference Number

Annual General Meeting at Exchange House, Primrose Street, London EC2A 2NY on Tuesday 29 November 2011 at 12.30 p.m.

Form of Direction - Pension Savings Plan

28 October 2011

Dear Planholder

The Directors of the Company are recommending that investors vote in favour of all resolutions, which they intend to do in respect of their own personal holdings.

Yours faithfully

M Woodward
Head of Investment Trusts
F&C Management Limited

All Named Holders:

SRN.

50/85

100392_5_RUNONS/000074/000074/1

11V508 PS4

Explanatory Notes:

The voting directions of planholders for whom the Chairman will be appointed to act as proxy (Box A below) will form the basis upon which the shares of those who do not provide any such directions will be voted proportionately. Planholders attending the Annual General Meeting (Box B below) are able to vote in person.
Please complete either Box A or Box B below. If both boxes are completed, the person named in Box B shall be appointed proxy in accordance with Box B and the completion of Box A shall be disregarded. If neither box is completed, Forest Nominees Limited (the "nominee company") will direct the Chairman to vote your shares in proportion to the total of the voting directions received from planholders.
If Box A is completed, please indicate how you wish the nominee company to direct the Chairman of the meeting to vote by placing a cross in the appropriate box, For, Against or Vote withheld. If no indication is given in respect of a resolution the nominee company will direct the Chairman to vote your shares in respect of that resolution in proportion to the total of the voting directions received from planholders.
The purpose of the proportional voting arrangement is to ensure that planholders are fairly and fully represented at shareholder meetings. The nominee company will only implement the arrangement if valid Forms of Direction representing a minimum threshold of at least 5% of the shares held by planholders within the savings plans are received. A maximum limit of 12,250 shares that any one individual investor can vote, being approximately 5% of the minimum threshold, will also apply. Any shares voted by an investor in excess of the maximum limit will remain valid, but will not form part of the proportional voting basis.
The final box in Box A should not be marked unless for any reason you do not want your voting directions included in the proportional voting arrangement.
The "Vote withheld" option is provided to enable you to direct the Chairman to abstain on any particular resolution should you so wish.
On any motion to amend any resolution, to propose a new resolution or to adjourn the meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain at his discretion.
By signing this Form of Direction, a joint planholder warrants that he/she has authority to sign for and on behalf of his/her fellow joint investors.

Form of Direction

Please read the notice of meeting and the Explanatory Notes on the completion of this form.

With reference to the Annual General Meeting of F&C US Smaller Companies PLC ("the Company") to be held on Tuesday 29 November 2011, I/we, being the registered investor in ordinary shares in the Company under the F&C Pension Savings Plan, hereby direct Forest Nominees Limited (as the registered holder of such shares) to appoint EITHER:

BOX A

Ordinary business	For	Against	Vote withheld
1. Adoption of annual accounts.	☐	☐	☐
2. Approval of Directors' Remuneration Report.	☐	☐	☐
3. Re-election of Mr N M Bachop.	☐	☐	☐
4. Re-election of Mr M P S Barton.	☐	☐	☐
5. Re-election of Mr G D Grender.	☐	☐	☐
6. Re-election of Mr C A Parritt.	☐	☐	☐
7. Re-appointment of the auditors.	For	Against	Vote withheld
---	---	---	---
8. Authority to determine auditors' remuneration.	☐	☐	☐
Special business	☐	☐	☐
9. Authority to allot securities for cash.	☐	☐	☐
10. Authority to buy back shares.	☐	☐	☐
11. Notice period for meetings.	☐	☐	☐
12. Continuation Vote	☐	☐	☐

Only mark this final box if, for any reason, you wish your shares to be excluded from F&C's proportional voting arrangement. Please refer to notes 4 & 5 above. ☐

OR

BOX B

I/we agree that unless this Form of Direction is received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 12.30 p.m. on Wednesday 23 November 2011, Forest Nominees Limited shall not be obliged to act on any directions subsequently received via such form in relation to the meeting in respect of the shares registered in its name.

Signature

Date

C1826 02 FCU_SCH +

11V000 P04

AI assistant

BROWN ADVISORY US SMALLER CO'S PLC Proxy Solicitation & Information Statement 2011

5134_agm-r_2011-10-28_7c02e8a0-00fb-4cbc-8ee5-8997b2469443.pdf

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BROWN ADVISORY US SMALLER CO'S PLC — Proxy Solicitation & Information Statement 2011

5134_agm-r_2011-10-28_7c02e8a0-00fb-4cbc-8ee5-8997b2469443.pdf

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