Articles Supplementary to the Charter

MANNING & NAPIER FUND, INC. (the “Corporation”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 290 Woodcliff Drive, Fairport, New York 14450, does hereby certify to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.

SECOND: Pursuant to Section 2-208 of the Maryland General Corporation Law and the authority granted to the Board of Directors of the Corporation (the “Board”) in the Corporation’s Articles of Incorporation, the Board has duly adopted resolutions classifying one hundred million (100,000,000) shares of the Corporation’s one billion, six hundred seventeen million, five hundred thousand (1,617,500,000) authorized, but unclassified and unissued, shares as Manning Yield Series Class A.

THIRD: Upon filing for record these Articles Supplementary, the Corporation has the authority to issue one hundred million (100,000,000) shares authorized, classified and designated as Manning Yield Series Class A, and has one billion, five hundred seventeen million, five hundred thousand (1,517,500,000) authorized, but unclassified and unissued, shares.

FOURTH: The shares classified as Manning Yield Series Class A pursuant to the Board resolution set forth in Article SECOND have been classified by the Board pursuant to authority and power contained in the Corporation’s Articles of Incorporation, and shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set forth in the Corporation’s Articles of Incorporation.

IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these Articles Supplementary to be signed in its name and on its behalf by its President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 24^th day of June, 2008.


MANNING & NAPIER FUND, INC.

By:		/s/ B. Reuben Auspitz
		B. Reuben Auspitz
		President

THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles Supplementary to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President