Board of Trustees Rainier Investment Management Mutual Funds C/O Manning & Napier, Inc. Fairport, New York, 14450 Board of Trustees Manning & Napier Fund, Inc. Fairport, New York, 14450Manning & Napier Fund, Inc /Ny/ • April 18th, 2017
Re: Agreement and Plan of Reorganization, dated as of [•], 2017 (the “Agreement”), between and among Rainier Investment Management Mutual Funds, a Delaware statutory trust (“Rainier Trust”), on behalf of its series, Rainier International Discovery Fund (the “Acquired Series”), and Manning & Napier Fund, Inc., a Maryland corporation (“MN Funds”), on behalf of its series, Manning & Napier Rainier International Discovery Series (the “Surviving Series”), and solely for the purposes of Sections 13(b) and 17(b) of the Agreement, Manning & Napier Advisors, LLC (“MNA”).
