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. FORM OF SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT SCHEDULE A DATED 5-11-99 Socially Responsible Series SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT (the "Agreement") dated as of April 30, 1993 between Exeter Fund, Inc. (the "Fund")...
Investment Advisory Agreement • May 25th, 1999 • 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").

W I T N E S S E T H:
Master Services Agreement • February 27th, 2004 • Exeter Fund Inc /Ny/
FORM OF DEALER AGREEMENT
Dealer Agreement • October 22nd, 1997 • Manning & Napier Fund Inc • New York
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").

MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 23rd, 1998 • Exeter Fund Inc /Ny/
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”).

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”).

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
Manning & Napier Fund, Inc. • November 2nd, 2020

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").

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INVESTMENT SUB-ADVISORY AGREEMENT
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”).

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:

AMENDED AND RESTATED EXHIBIT A TO THE MANNING & NAPIER FUND, INC. SHAREHOLDER SERVICES AGREEMENT Fee Schedule
And • April 26th, 2017 • Manning & Napier Fund, Inc /Ny/
Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com
Manning & Napier Fund, Inc /Ny/ • September 28th, 2015

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”).

Appendix B ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • February 25th, 2021 • Manning & Napier Fund, Inc. • Maryland

This agreement is made as of the 11th day of May, 2020 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:

Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com
Manning & Napier Fund, Inc /Ny/ • June 19th, 2015

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”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 17th, 2007 • Manning & Napier Fund, Inc /Ny/ • Maryland

Manning & Napier Fund, Inc. (the “Company”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company, on behalf of its portfolios and classes of such portfolios, as listed on Exhibit A attached hereto (each, a “Class” and, collectively, the “Classes,” and each, a “Fund” and, collectively, the “Funds”), has adopted a Shareholder Services Plan (the “Plan”) to enable the Company to directly or indirectly bear expenses relating to providing shareholder services. Pursuant to the Plan, the Company desires to retain Manning & Napier Advisors, Inc. (“MNA”) to provide the services described therein to its clients (the “Clients”) who from time to time beneficially own shares (“Shares”) of the Classes of the Funds, and such services are in addition to the services being performed by MNA under the Master Services Agreement between the Company and MNA, dated April 14, 2000, as amended. MNA is willing to provide such shareholder

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 15th, 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 New York Corporation (the “Advisor”), with respect to the following:

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