0001193125-17-056244 Sample Contracts

MASTER SERVICES AGREEMENT
Master Services Agreement • February 24th, 2017 • Manning & Napier Fund, Inc /Ny/ • New York

THIS AGREEMENT is made as of the 1st day of March, 2017 by and between Manning & Napier Fund, Inc. (the “Fund”), and Manning & Napier Advisors LLC (“MNA”).

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AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 24th, 2017 • Manning & Napier Fund, Inc /Ny/ • Maryland

This agreement is made as of the 17th day of November, 2016 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:

DRAFT TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Draft Transfer Agency and Shareholder Services Agreement • February 24th, 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

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