Manning & Napier Fund, Inc /Ny/ Sample Contracts

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CUSTODY AGREEMENT
Custody Agreement • October 23rd, 1998 • Exeter Fund Inc /Ny/ • Massachusetts
EXETER FUND, INC. RESTATED SCHEDULE A FEE SCHEDULE DATED FEBRUARY 2, 2000
Investment Advisory Agreement • May 1st, 2001 • Exeter Fund Inc /Ny/

The following is a restatement to the existing Investment Advisory Agreement fee schedule between the Exeter Fund, Inc. (formerly known as the Manning & Napier Fund, Inc.) and Manning & Napier Advisors, Inc.:

W I T N E S S E T H:
Master Services Agreement • February 27th, 2004 • Exeter Fund Inc /Ny/
EXETER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 5-11-99 SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Exeter Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc....
Transfer Agent Agreement • May 25th, 1999 • Exeter Fund Inc /Ny/

SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Exeter Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Advisor").

FORM OF DEALER AGREEMENT
Dealer Agreement • October 22nd, 1997 • Manning & Napier Fund Inc • New York
MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 23rd, 1998 • Exeter Fund Inc /Ny/
R E C I T A L S
Distribution Agreement • May 25th, 1999 • Exeter Fund Inc /Ny/
EXETER FUND, INC. FORM OF SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT SCHEDULE A World Opportunities Series II All-Equity Series SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT (the "Agreement") dated as of April 30, 1993 between Exeter Fund, Inc. (the...
Supplement to Investment Advisory Agreement • June 25th, 2002 • Exeter Fund Inc /Ny/

SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT (the "Agreement") dated as of April 30, 1993 between Exeter Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Advisor").

MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT with MANNING & NAPIER ADVISORS, LLC
Investment Advisory Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement) is made as of the 21st day of October, 2022, by and between Manning & Napier Fund, Inc. , a corporation organized under the laws of the State of Maryland (the “Fund”), on behalf of the series of the Fund indicated on Schedule A (each, a “Series” and collectively, the “Series”), which may be amended from time to time by written instrument executed by the parties to add additional Series and Manning & Napier Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Advisor”).

MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

AGREEMENT made as of this 21st day of October, 2022, by and between MANNING & NAPIER FUND, INC. (the “Fund”), a corporation organized under the laws of the State of Maryland, and MANNING & NAPIER ADVISORS, LLC (the “Advisors”).

EXETER FUND, INC. RESTATED SCHEDULE B SERVICES AND FEE SCHEDULE DATED NOVEMBER 20, 2000
Transfer Agent Agreement • February 28th, 2001 • Exeter Fund Inc /Ny/

The following is a restatement to the existing Transfer Agent Agreement services and fee Schedule B between the Exeter Fund, Inc. (formerly known as the Manning & Napier Fund, Inc.) and Manning & Napier Advisors, Inc.:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 26th, 2016 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 17th day of November, 2015 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • February 27th, 2020 • Manning & Napier Fund, Inc. • New York

THIS AGREEMENT is made as of the 13th day of February, 2020 (the “effective date”) by and between Manning & Napier Fund, Inc. (the “Fund”), and Manning & Napier Advisors LLC (“MNA”).

EXETER FUND, INC. RESTATED SCHEDULE A DATED NOVEMBER 20, 2000 The following is a restatement to the existing Schedule A of the Transfer Agent Agreement between the Exeter Fund, Inc. (formerly known as the Manning & Napier Fund, Inc.) and Manning &...
Transfer Agent Agreement • February 28th, 2001 • Exeter Fund Inc /Ny/

The following is a restatement to the existing Schedule A of the Transfer Agent Agreement between the Exeter Fund, Inc. (formerly known as the Manning & Napier Fund, Inc.) and Manning & Napier Advisors, Inc.:

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 13th, 2023 • Manning & Napier Fund, Inc. • Maryland

This AGREEMENT is made as of the 11th day of October, 2023, by and among Callodine Capital Management, LP, an investment advisor located at Two International Place, Suite 1830, Boston, Massachusetts, 02110, (the “Sub-adviser”), and Manning & Napier Advisors, LLC, an investment advisor located at 290 Woodcliff Dr. Fairport, New York 14450 (the “Advisor”).

Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com
Agreement and Plan of Reorganization • September 28th, 2015 • Manning & Napier Fund, Inc /Ny/

This opinion is furnished to you pursuant to paragraph 12(e) of the Plan. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Series and the Surviving Series that will consist of: (i) the transfer of all of the assets of the Acquired Series to the Surviving Series in exchange solely for shares of the Surviving Series (“Surviving Series Shares”), (ii) the assumption by the Surviving Series of all of the liabilities of the Acquired Series, and (iii) the distribution of the Surviving Series Shares to the shareholders of the Acquired Series1 in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 16th, 2013 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 20th day of November, 2013 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 18th, 2017 • Manning & Napier Fund, Inc. • Maryland

This AGREEMENT is made as of the 21st day of August, 2017, by and among Rainier Investment Management, LLC, a limited liability company organized under the laws of the State of Washington, located at 601 Union Street, Suite 3525, Seattle, Washington, 98101 (the “Sub-advisor”), and Manning & Napier Advisors, LLC, a limited liability company organized under the laws of the State of Delaware, located at 290 Woodcliff Drive, Fairport, New York 14450 (the “Advisor”).

Manning & Napier Fund, Inc. POS EX
Agreement and Plan of Reorganization • November 2nd, 2020 • Manning & Napier Fund, Inc.

Re: Agreement and Plan of Reorganization, dated as of September 21, 2020 (the “Agreement”), by and between (i) Manning & Napier Fund, Inc., a Maryland corporation (the “Fund”), severally and not jointly on behalf of each series of the Fund identified in Schedule A as an Acquired Series (the “Acquired Series”); (ii) the Fund on behalf of the series of the Fund identified in Schedule A as the Surviving Series (the “Surviving Series” and together with the Acquired Series, the “Series”); and (iii) solely for the purposes of Sections 13(b) and 17(b) of the Agreement, Manning & Napier Advisors, LLC (“MNA”) the investment adviser to the Series.

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 28th, 2024 • Manning & Napier Fund, Inc.

THIS AGREEMENT, dated as of [MONTH]___, 202X, is made by and between Manning & Napier Fund, Inc. (the “Company”), a corporation organized under the State of Maryland, on behalf of itself and its current series as identified on Schedule A hereto, severally and not jointly (each, an “Acquired Fund” and, collectively, the “Acquired Funds”), and [INSERT TRUST], a [statutory trust organized under the laws of the State of Delaware] (the “[Trust]”), on behalf of itself and its current series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and, collectively, the “Acquiring Funds”, and together with the Acquired Funds, the “Funds”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 12th, 2009 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 5th day of November, 2008 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, INC., a New York Corporation (the “Advisor”), with respect to the following:

MANNING & NAPIER FUND, INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2023 • Manning & Napier Fund, Inc.

THIS AGREEMENT is made as of the 21st day of October, 2022 by and between Manning & Napier Fund, Inc. , a Maryland corporation (the "Fund"), and Manning & Napier Investor Services, Inc., a New York corporation (the "Broker").

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/

This Transfer Agency And Shareholder Services Agreement is made as of March 1, 2017 (“Effective Date”) by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Manning & Napier Fund, Inc. (“Investment Company”), on its own behalf and on behalf of each Portfolio of the Investment Company listed on Schedule B (each such Portfolio being a “M&N Fund”) and Manning & Napier Advisors, LLC (“Company”), as service provider to Exeter Trust Company (“Trustee”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and

Morgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001
Agreement and Plan of Reorganization • September 25th, 2018 • Manning & Napier Fund, Inc.
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 16th, 2013 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 14th day of November, 2012 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 16th, 2011 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 18th day of November, 2011 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2014 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 20th day of November, 2013 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

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