0001193125-17-127042 Sample Contracts

DRAFT MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT with MANNING & NAPIER ADVISORS, LLC
Investment Advisory Agreement • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/ • Maryland

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement) is made as of the th day of , 2017, 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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DRAFT INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/ • Maryland

This AGREEMENT is made as of the day of , 2017, by and among Rainier Investment Management, LLC, a limited liability company organized under the laws of the State of Washington, located at 601 Union Street, Suite 3525, Seattle, Washington, 98101 (the “Sub-advisor”), and Manning & Napier Advisors, LLC, a limited liability company organized under the laws of the State of Delaware, located at 290 Woodcliff Drive, Fairport, New York 14450 (the “Advisor”).

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/

This Transfer Agency And Shareholder Services Agreement is made as of March 1, 2017 (“Effective Date”) by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Manning & Napier Fund, Inc. (“Investment Company”), on its own behalf and on behalf of each Portfolio of the Investment Company listed on Schedule B (each such Portfolio being a “M&N Fund”) and Manning & Napier Advisors, LLC (“Company”), as service provider to Exeter Trust Company (“Trustee”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and

DRAFT EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the day of , 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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