0001193125-09-261971 Sample Contracts

TERMINATION LETTER
Investment Advisory Agreement • December 30th, 2009 • Manning & Napier Fund, Inc /Ny/
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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 2009 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 7th day of December, 2009 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:

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 30th, 2009 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 7th day of December, 2009 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:

AMENDMENT NO. 6 TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • December 30th, 2009 • Manning & Napier Fund, Inc /Ny/

This Amendment is made as of the 7th day of November, 2009 by and between MANNING & NAPIER FUND, INC. (FORMERLY, EXETER FUND, INC.), a Maryland corporation (the “Fund”) and MANNING & NAPIER ADVISORS, INC., a New York Corporation (“MNA”).

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