0001387131-23-002455 Sample Contracts

MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT with MANNING & NAPIER ADVISORS, LLC
Investment Advisory Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement) is made as of the 21st day of October, 2022, by and between Manning & Napier Fund, Inc. , a corporation organized under the laws of the State of Maryland (the “Fund”), on behalf of the series of the Fund indicated on Schedule A (each, a “Series” and collectively, the “Series”), which may be amended from time to time by written instrument executed by the parties to add additional Series and Manning & Napier Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Advisor”).

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MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

AGREEMENT made as of this 21st day of October, 2022, 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”).

MANNING & NAPIER FUND, INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2023 • Manning & Napier Fund, Inc.

THIS AGREEMENT is made as of the 21st day of October, 2022 by and between Manning & Napier Fund, Inc. , a Maryland corporation (the "Fund"), and Manning & Napier Investor Services, Inc., a New York corporation (the "Broker").

INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

This AGREEMENT is made as of the 21st day of October, 2022, by and among Rainier Investment Management, LLC, an investment advisor located at 601 Union Street, Suite 3525, Seattle, Washington, 98101, (the “Sub-adviser”), and Manning & Napier Advisors, LLC, an investment advisor located at 290 Woodcliff Dr. Fairport, New York 14450 (the “Advisor”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 27th, 2023 • Manning & Napier Fund, Inc. • Maryland

EXPENSE LIMITATION AGREEMENT, effective as of October 21, 2022, 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”).

ADVISORY FEE WAIVER AGREEMENT
Fee Waiver Agreement • February 27th, 2023 • Manning & Napier Fund, Inc.

This agreement is made as of the 21st day of October, 2022 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:

AMENDED AND RESTATED DISTRIBUTION AGREEMENT SCHEDULE A Dated January 20, 2023
Distribution Agreement • February 27th, 2023 • Manning & Napier Fund, Inc.

The following is a restatement to the existing Schedule A of the Amended and Restated Distribution Agreement between the Manning & Napier Fund, Inc. and Manning & Napier Investor Services, Inc.:

AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT SCHEDULE A January 20, 2023
Waiver Agreement • February 27th, 2023 • Manning & Napier Fund, Inc.
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