Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.comManning & Napier Fund, Inc. • June 25th, 2018
This opinion is furnished to you pursuant to paragraph 12 of the Agreement. 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 Series in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Agreement (the foregoing transactions, collectively, are referred to herein as the “Reorganization”).
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • June 25th, 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:
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • June 25th, 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:
