0001193125-12-517953 Sample Contracts

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 28th, 2012 • 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:

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AMENDED AND RESTATED EXHIBIT A TO THE MANNING & NAPIER FUND, INC. SHAREHOLDER SERVICES AGREEMENT Fee Schedule
Shareholder Services Agreement • December 28th, 2012 • Manning & Napier Fund, Inc /Ny/
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 28th, 2012 • 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:

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 28th, 2012 • 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:

AMENDMENT NO. 8 TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • December 28th, 2012 • Manning & Napier Fund, Inc /Ny/

This Amendment 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 (“MNA”).

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