0001387131-20-005062 Sample Contracts

Manning & Napier Fund, Inc. N-14
Manning & Napier Fund, Inc. • May 21st, 2020

Re: Agreement and Plan of Reorganization, dated as of [●], 2020 (the “Agreement”), by and between (i) Manning & Napier Fund, Inc., a Maryland corporation (the “Fund”), severally and not jointly on behalf of each series of the Fund identified in Schedule A as an Acquired Series (the “Acquired Series”); (ii) the Fund on behalf of the series of the Fund identified in Schedule A as the Surviving Series (the “Surviving Series” and together with the Acquired Series, the “Series”); and (iii) solely for the purposes of Sections 13(b) and 17(b) of the Agreement, Manning & Napier Advisors, LLC (“MNA”) the investment adviser to the Series.

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MANNING & NAPIER FUND, INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • May 21st, 2020 • Manning & Napier Fund, Inc.

THIS AGREEMENT is made as of the 11th day of May, 2020 by and between Manning & Napier Fund, Inc., a Maryland corporation (the “Fund”), and Manning & Napier Investor Services, Inc., a New York corporation (the “Broker”).

MANNING & NAPIER FUND, INC. INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • May 21st, 2020 • Manning & Napier Fund, Inc. • Maryland

INTERIM AGREEMENT made as of this 11th day of May, 2020, by and between MANNING & NAPIER FUND, INC. (the “Fund”), a corporation organized under the laws of the State of Maryland, and MANNING & NAPIER ADVISORS, LLC (the “Advisors”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 21st, 2020 • Manning & Napier Fund, Inc. • Maryland

EXPENSE LIMITATION AGREEMENT, effective as of May 11, 2020, by and between Manning & Napier Advisors, LLC (the “Advisor”) and Manning & Napier Fund, Inc. (the “Company”) (the “Agreement”), on behalf of the series of the Company set forth in Schedule A attached hereto (each, a “Series”).

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