0001193125-18-134595 Sample Contracts

DEALER AGREEMENT
Dealer Agreement • April 26th, 2018 • Manning & Napier Fund, Inc. • New York

Manning & Napier Investor Services, Inc. (“Distributor”) and (“Dealer”) have agreed that Dealer will participate in the distribution of Shares (as defined below) of the Manning & Napier Fund, Inc. (the “Company”), subject to the terms of this Dealer Agreement (“Agreement”). The Company offers for sale shares of common stock that are designated and classified into one or more distinct series of the Company, each with its own investment objective and strategies, and shares of such series may be further divided into one or more classes (all references herein to “Series,” “Class,” or “Classes” shall mean the Series, Class or Classes specifically identified on Schedule I attached hereto, and all references herein to “Shares” shall mean the Shares of the Series or Class(es) of the Series specifically identified on Schedule I attached hereto). The Distributor may amend Schedule I of this Agreement to add additional Series of the Company by written notification to Dealer.

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AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 26th, 2018 • Manning & Napier Fund, Inc. • Maryland

This agreement is made as of the 16th day of November, 2017 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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