-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A1eIjmzxM7/x5KEx+cLZpYEU+xm+vYFoAZkEjMrUb4aseGXqJLnaBBxMZmDYERyo n/GvzLTs0g2rZy8Qf92ElA== 0000751173-98-000050.txt : 19981026 0000751173-98-000050.hdr.sgml : 19981026 ACCESSION NUMBER: 0000751173-98-000050 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 45 FILED AS OF DATE: 19981023 EFFECTIVENESS DATE: 19981023 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXETER FUND INC /NY/ CENTRAL INDEX KEY: 0000751173 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-92633 FILM NUMBER: 98729742 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-04087 FILM NUMBER: 98729743 BUSINESS ADDRESS: STREET 1: ONE LINCOLN FIRST SQUARE CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7163256880 FORMER COMPANY: FORMER CONFORMED NAME: MANNING & NAPIER FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MANNING & NAPIER SMALL CAP FUND INC DATE OF NAME CHANGE: 19860101 FORMER COMPANY: FORMER CONFORMED NAME: MANNING & NAPIER GROWTH FUND INC DATE OF NAME CHANGE: 19850609 485BPOS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1998 Registration Nos. 2-92633 811-04087 SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Post-Effective Amendment No.30 [ X ] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 33 [ X ] EXETER FUND, INC. _________________________________________________ (Exact name of registrant as specified in charter) 1100 Chase Square Rochester, New York 14604 ___________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (716) 325-6880 B. Reuben Auspitz c/o Exeter Fund, Inc. 1100 Chase Square Rochester, NY 14604 (Name and Address of Agent For Service) Copies to: Richard W. Grant, Esquire Morgan, Lewis & Bockius, LLP 2000 One Logan Square Philadelphia, PA 19103 ===================================================================== It is proposed that this filing will become effective: /X/ immediately upon filing pursuant to paragraph (b) / / on DATE pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a) / / on date pursuant to paragraph (a) of Rule 485 / / 75 days after filing pursuant to paragraph (a)(2) / / on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: / / this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: Investment Company Shares ===================================================================== EXETER FUND, INC. CROSS REFERENCE SHEET N-1A ITEM NO. LOCATION PART A - FOR EACH OF THE FOLLOWING PROSPECTUSES: DEFENSIVE SERIES, BLENDED ASSET SERIES I, BLENDED ASSET SERIES II, MAXIMUM HORIZON SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E FLEXIBLE YIELD SERIES I, FLEXIBLE YIELD SERIES II, FLEXIBLE YIELD SERIES III - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E TAX MANAGED SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E WORLD OPPORTUNITIES SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E SMALL CAP SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E DIVERSIFIED TAX EXEMPT SERIES, NEW YORK TAX EXEMPT SERIES AND OHIO TAX EXEMPT SERIES ENERGY SERIES, TECHNOLOGY SERIES, FINANCIAL SERVICES SERIES, INTERNATIONAL SERIES, LIFE SCIENCES SERIES AND GLOBAL FIXED INCOME SERIES 1. Cover Page........................... Cover Page 2. Synopsis............................. Expense Summary 3. Condensed Financial Information...... Financial Highlights 4. General Description of Registrant.... The Fund; General Information 5. Management of the Fund............... Management; General Information 5A. Managements Discussion of Performance * 6. Capital Stock and Other Securities... Dividends and Tax Status 7. Purchase of Securities Being Offered. Purchases, Exchanges and Redemption of Shares 8. Redemption or Repurchase............. Purchases, Exchanges and Redemption of Shares 9. Pending Legal Proceedings............ Not Applicable Part B - BLENDED ASSET SERIES I, BLENDED ASSET SERIES II, MAXIMUM HORIZON SERIES, DEFENSIVE SERIES, TAX MANAGED SERIES, FLEXIBLE YIELD SERIES I, FLEXIBLE YIELD SERIES II, FLEXIBLE YIELD SERIES III, WORLD OPPORTUNITIES SERIES, SMALL CAP SERIES, DIVERSIFIED TAX EXEMPT SERIES, NEW YORK TAX EXEMPT SERIES AND OHIO TAX EXEMPT SERIES, ENERGY SERIES, TECHNOLOGY SERIES, FINANCIAL SERVICES SERIES, INTERNATIONAL SERIES, LIFE SCIENCES SERIES, GLOBAL FIXED INCOME SERIES 10. Cover Page........................... Cover Page 11. Table of Contents.................... Table of Contents 12. General Information and History...... See Part A - The Fund; General Information 13. Investment Objectives and Policies... Investment Objectives, Policies and Restrictions of the Fund; Risk and 14. Management of the Fund............... Management 15. Control Persons and Principal Holders of Securities........................ Management 16. Investment Advisory and Other Services............................. The Adviser;Custodian and 17. Brokerage Allocation................. Portfolio Transactions and 18. Capital Stock and Other Securities... See Part A - General Information 19. Purchase, Redemption and Pricing of Securities Being Offered........ Redemption of Shares; Net Asset Value 20. Tax Status........................... Federal Tax Treatment of 21. Underwriters......................... Distribution of Fund Shares 22. Calculations of Yield Quotations of Money Market Funds................... Not Applicable 23. Financial Statements................. Financial Statements PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of the Registration Statement. - ---------------------------- *Information required by Item 5A is contained in the 1997 Annual Reports to Shareholders. Part A of the Exeter Fund, Inc. is hereby incorporated by reference to the Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A filed for the 10/31 Fiscal Year End Series on February 25, 1998 under accession number 0000751173-98-000010 and the Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed for the 12/31 Fiscal Year End Series on April 16, 1998 under accession number 0000751173-98-000031. Part B of the Exeter Fund, Inc. is hereby incorporated by reference to the Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A filed for the 10/31 Fiscal Year End Series on February 25, 1998 under accession number 0000751173-98-000010 and the Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed for the 12/31 Fiscal Year End Series on April 16, 1998 under accession number 0000751173-98-000031. PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements: ( incorporated by reference to Part A ) Audited Financial Highlights for the Small Cap Series Class A, International Series, Global Fixed Income Series, World Opportunities Series Class A, Diversified Tax Exempt Series, Ohio Tax Exempt Series and the New York Tax Exempt Series are incorporated by reference to the Form N-1A filed on April 16, 1998 with Accession Number 0000751173-98-000031. Audited Financial Highlights for the Defensive Series Class A, Blended Asset Series I Class A, Blended Asset Series II Class A, Maximum Horizon Series Class A, Flexible Yield Series I Class A, Flexible Yield Series II Class A, Flexible Yield Series III Class A and the Tax Managed Series Class A are incorporated by reference to the Form N-1A filed on February 25, 1998 with Accession Number 0000751173-98-000010. Financial Statements (incorporated by reference into Part B) (i) The following audited Financial Statements for the Small Cap Series, International Series, Global Fixed Income Series, World Opportunities Series, Diversified Tax Exempt Series, Ohio Tax Exempt Series and the New York Tax Exempt Series for the fiscal year ended December 31, 1997 including the report of Coopers & Lybrand, L.L.P. dated January 23, 1998 are incorporated by reference into the Statement of Additional Information from Form N-30D filed on February 25, 1998 with Accession Number 0000751173-98-000007. Statements of Assets and Liabilities Statements of Operations Statements of Changes in Net Assets Financial Highlights Portfolio of Investments Notes to Financial Statements Report of Independent Accountants The Energy Series, Financial Services Series, Technology Series and Life Sciences Series were not operational during the relevant periods. Accordingly, no financial statements are being filed for these Series at this time. (ii) The following audited Financial Statements for the Defensive Series, Blended Asset Series I, Blended Asset Series II, Maximum Horizon Series, Flexible Yield Series I, Flexible Yield Series II, Flexible Yield Series III and the Tax Managed Series for the fiscal year ended October 31, 1997 including the report of Deloitte & Touche LLP dated November 26, 1997 are incorporated by reference into the Statement of Additional Information from Form N-30D filed on December 22, 1997 with Accession Number 0000751173-97-000022. Statements of Assets and Liabilities Statements of Operations Statements of Changes in Net Assets Financial Highlights Portfolio of Investments Notes to Financial Statements Report of Independent Accountants (b) Exhibits: (1) (a) Articles of Amendment are filed herewith. (b) Articles of Amendment as filed with the State of Maryland on March 25, 1985 are filed herewith. (c) Articles of Amendment as filed with the State of Maryland on May 23, 1985 are filed herewith. (d) Articles of Amendment as filed with the State of Maryland on October 7, 1985 are filed herewith. (e) Articles of Amendment as filed with the State of Maryland on July 3, 1986 are filed herewith. (f) Articles of Amendment as filed with the State of Maryland on September 26, 1997 are filed herewith. (g) Certificate of Correction to Articles of Amendment as filed with the State of Maryland on February 5, 1998 are filed herewith. (h) Articles of Amendment as filed with the State of Maryland on February 26, 1998 are filed herewith. (2)(a) By-Laws are filed herewith. (3) Not Applicable. (4)(a) Specimen Stock Certificate is incorporated by reference to Exhibit 1(a) (Articles of Incorporation) and Exhibit 2 (By-Laws) as filed herewith. (b) Articles Supplementary to the charter as filed with the State of Maryland on July 3, 1986 are filed herewith. (c) Articles Supplementary to the charter as filed with the State of Maryland on January 20, 1989 are filed herewith. (d) Articles Supplementary to the charter as filed with the State of Maryland on September 22, 1989 are filed herewith. (e) Articles Supplementary to the charter as filed with the State of Maryland on November 8, 1989 are filed herewith. (f) Articles Supplementary to the charter as filed with the State of Maryland on January 30, 1991 are filed herewith. (g) Articles supplementary to the charter as filed with the State of Maryland on April 27, 1992 are filed herewith. (h) Articles Supplementary to the charter as filed with the State of Maryland on April 29, 1993 are filed herewith. (i) Articles Supplementary to the charter as filed with the State of Maryland on September 23, 1993 are filed herewith. (j) Articles Supplementary to the charter as filed with the State of Maryland on January 17, 1994 are filed herewith. (k) Articles Supplementary to the charter as filed with the State of Maryland on December 13, 1995 are filed herewith. (l) Articles Supplementary to the charter as filed with the State of Maryland on April 22, 1996 are filed herewith. (m) Articles Supplementary to the charter as filed with the State of Maryland on September 26, 1997 are filed herewith. (n) Certificate of Correction to Articles Supplementary to the charter filed with the State of Maryland on February 24, 1998 are filed herewith. (5) (a)Investment Advisory Agreement is filed herewith. (6) (a) Amended and Restated Distribution Agreement is filed herewith. (7) Not Applicable. (8) (a)Custodian Agreement is filed herewith. (9) (a)Transfer Agent Agreement is filed herewith. (b)Form of Dealer Agreement is filed herewith. (10) Opinion of Morgan, Lewis & Bockius, LLP is incorporated by reference to the Form N-1A filed on February 25, 1998 with Accession Number 0000751173-98-000010 and the Form N-1A filed on April 16, 1998 with Accession Number 0000751173-98-000031. (11) Consent of Independent Auditors (a) Consent of Coopers & Lybrand, L.L.P. (now known as Price Waterhouse Coopers LLP) is incorporated by reference to the Form N-1A filed on April 16, 1998 with Accession Number 0000751173-98-000031. (b) Consent of Deloitte & Touche LLP is incorporated by reference to the Form N-1A filed on February 25, 1998 with Accession Number 000751173-98-000010. (12) Not Applicable. (13) Investment letters are filed herewith. (14) Not Applicable (15) Form of 12b-1 Plan with respect to Class B Shares(incorporated by reference to Exhibit 15 to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed on October 22, 1997). Rule 12b-1 Plans for Class C, Class D and Class E Shares have been omitted because they are substantially identical to the Class B Shares Plan and differ from the Class B Shares Plan only in reference to the Class to which the plan relates. (16) (a) Schedule for computation of each performance quotation is filed herewith. (b) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(b), to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A filed on March 6, 1996). (c) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(c), to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A filed on November 22, 1996). (d) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(d), to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A filed on April 18, 1997). (e) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(e), to Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A filed on February 25, 1998). (f) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(f), to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on April 16, 1998. (17) Financial Data Schedules are filed herewith. (18) Rule 18f-3 Plan (incorporated by reference to Exhibit 18, to Post- Effective Amendment No. 27 to the Registration Statement on Form N-1A on October 22, 1997). ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. Reference is made to Part B of the Registration Statement, under the heading "Management." ITEM 26. NUMBER OF HOLDERS OF SECURITIES. As of October 15, 1998 : (1) (2) Title of Class Number of record holders Small Cap Series 2,331 International Series 2,074 World Opportunities Series 2,084 Global Fixed Income Series 1,764 Diversified Tax Exempt Series 275 Ohio Tax Exempt Series 97 New York Tax Exempt Series 384 Blended Asset Series I 339 Blended Asset Series II 1,015 Maximum Horizon Series 283 Defensive Series 59 Flexible Yield Series I 29 Flexible Yield Series II 20 Flexible Yield Series III 42 Tax Managed Series 55 ITEM 27. INDEMNIFICATION. Reference is made to subparagraph (b) of paragraph (7) of Article SEVENTH of Registrant's Articles of Incorporation, which reflects the positions taken in Investment Company Act Release 11330. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling persons of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The Directors and Officers of the Registrant are covered parties under a Directors & Officers/Errors & Omissions insurance policy with Gulf Insurance Company. The effect of such insurance is to insure against liability for any act, error, omission, misstatement, misleading statement, neglect or breach of duty by the insureds as directors and/or officers of the Registrant. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR. Manning & Napier Advisors, Inc. (dba Exeter Asset Management) is the investment advisor of the Registrant. For information as to the business, profession, vocation or employment of a substantial nature of Manning & Napier Advisors, Inc. its directors and officers, reference is made to Part B of this Registration Statement and to Form ADV as filed under the Investment Advisers Act of 1940 by Manning & Napier Advisors, Inc. ITEM 29. PRINCIPAL UNDERWRITERS. (a) Not Applicable (b) Manning & Napier Investor Services, Inc. is the Distributor for the Registrant's shares. Name & Principal Positions & Offices Positions & Offices Business Address with Distributor with Registrant B. Reuben Auspitz President & Director Director & 1100 Chase Square Vice President Rochester, NY 14604 Julie Raschella Director N/A 1100 Chase Square Rochester, NY 14604 Beth Hendershot Galusha Treasurer Chief Financial & 1100 Chase Square Accounting Officer, Treasurer Rochester, NY 14604 Amy Williams Corporate Secretary N/A 1100 Chase Square Rochester, NY 14604 George Nobilski Director N/A 1100 Chase Square Rochester, NY 14604 (c) The Distributor does not receive any commissions or other form of compensation for its distribution services to the Registrant. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS. The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are in the possession of Registrant except for the records required by Rule 31a-1(b)(2)(a) and (b), which are in the possession of the Custodian. ITEM 31. MANAGEMENT SERVICES. Not Applicable. ITEM 32. UNDERTAKINGS. Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrants latest annual report to shareholders upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant duly certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485 (b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 30 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester and State of New York on the 23rd day of October, 1998. Exeter Fund, Inc. (Registrant) By: /s/ William Manning William Manning President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 30 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/William Manning Principal Executive October 23,1998 William Manning Officer /s/B. Reuben Austpitz Director and Officer October 23,1998 B. Reuben Auspitz /s/Martin F. Birmingham Director October 23,1998 Martin F. Birmingham /s/Harris H. Rusitzky Director October 23,1998 Harris H. Rusitzky /s/Peter L. Faber Director October 23,1998 Peter L. Faber /s/Stephen B. Ashley Director October 23,1998 Stephen B. Ashley /s/ Beth Hendershot Galusha Chief Financial & October 23, 1998 Beth Hendershot Galusha Accounting Officer, Treasurer EXHIBIT INDEX EX-99.B1(a) Articles of Incorporation are filed herewith. EX-99.B1(b) Articles of Amendment as filed with the State of Maryland on March 25, 1985 are filed herewith. EX-99.B1(c) Articles of Amendment as filed with the State of Maryland on May 23, 1985 are filed herewith. EX-99.B1(d) Articles of Amendment as filed with the State of Maryland on October 7, 1985 are filed herewith. EX-99.B1(e) Articles of Amendment as filed with the State of Maryland on July 3, 1986 are filed herewith. EX-99.B1(f) Articles of Amendment as filed with the State of Maryland on September 26, 1997 are filed herewith. EX-99.B1(g) Certificate of Correction to Articles of Amendment as filed with the State of Maryland on February 5, 1998 are filed herewith. EX-99.B1(h) Articles of Amendment as filed with the State of Maryland on February 26, 1998 are filed herewith. EX-99.B2(a) By-Laws are filed herewith. EX-99.B4(a) Specimen Stock Certificate is incorporated by reference to Exhibit 1(a) (Articles of Incorporation) and Exhibit 2 (By-Laws) as filed herewith. EX-99.B4(b) Articles Supplementary to the charter as filed with the State of Maryland on July 3, 1986 are filed herewith. EX-99.B4(c) Articles Supplementary to the charter as filed with the State of Maryland on January 20, 1989 are filed herewith. EX-99.B4(d) Articles Supplementary to the charter as filed with the State of Maryland on September 22, 1989 are filed herewith. EX-99.B4(e) Articles Supplementary to the charter as filed with the State of Maryland on November 8, 1989 are filed herewith. EX-99.B4(f) Articles supplementary to the charter as filed with the State of Maryland on January 30, 1991 are filed herewith. EX-99.B4(g) Articles supplementary to the charter as filed with the State of Maryland on April 27, 1992 are filed herewith. EX-99.B4(h) Articles supplementary to the charter as filed with the State of Maryland on April 29, 1993 are filed herewith. EX-99.B4(i) Articles supplementary to the charter as filed with the State of Maryland on September 23, 1993 are filed herewith. EX-99.B4(j) Articles supplementary to the charter as filed with the State of Maryland on January 17, 1994 are filed herewith. EX-99.B4(k) Articles supplementary to the charter as filed with the State of Maryland on December 13, 1995 are filed herewith. EX-99.B4(l) Articles supplementary to the charter as filed with the State of Maryland on April 22, 1996 are filed herewith. EX-99.B4(m) Articles supplementary to the charter as filed with the State of Maryland on September 26, 1997 are filed herewith. EX-99.B4(n) Certificate of Correction Articles supplementary to the charter as filed with the State of Maryland on February 24, 1998 are filed herewith. EX-99.B5(a) Investment Advisory Agreement is filed herewith. EX-99.B6(a) Amended and Restated Distribution Agreement is filed herewith. EX-99.B8(a) Custodian Agreement is filed herewith. EX-99.B9(a) Transfer Agent Agreement is filed herewith. EX-99.B9(b) Form of Dealer Agreement is filed herewith. EX-99.B10 Opinion of Morgan, Lewis & Bockius, LLP is incorporated by reference to the Form N-1A filed on February 25, 1998 with Accession Number 0000751173-98-000010 and the Form N-1A filed on April 16, 1998 with Accession number 0000751173-98-000031. EX-99.B11 Consent of Independent Auditors (a) Consent of Coopers & Lybrand, L.L.P. (now known as PriceWaterhouseCoopers LLP) is incorporated by reference to the Form N-1A filed on April 16, 1998 with Accession Number 0000751173-98-000031. (b) Consent of Deloitte & Touche, LLP is incorporated by reference to the Form N-1A filed on February 25, 1998 with Accession Number 0000751173-98-000010. EX-99.B13 Investment letters are filed herewith. EX-99.B15 Form of Rule 12b-1 Plan with respect to Class B Shares (incorporated by reference to Exhibit 15, to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed on October 22, 1997). Rule 12b-1 Plans for Class C, D and E Shares have been omitted because they are substantially identical to the Class B Shares Plan and differ from the Class B Plan only in references to the Class to which the Plan relates. EX-99.B16(a) Schedule for computation of each performance quotation is filed herewith. EX-99.B16(b) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(b), to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A filed on March 6, 1996). EX-99.B16(c) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(c), to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A filed on November 22, 1996). EX-99.B16(d) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(d), to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A filed on April 18, 1997). EX-99.B16(e) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(e), to Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A filed on February 25, 1998). EX-99.B16(f) Schedule for computation of each performance quotation (incorporated by reference to Exhibit 16(f), to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on April 16, 1998). EX-99.B18 Rule 18f-3 Plan (incorporated by reference to Exhibit 18, to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed on October 22, 1997). EX-99.B27 Financial Data Schedules are filed herewith. EX-99.B1(A) 2 STATE OF MARYLAND State Department of Assessments and Taxation 301 WEST PRESTON STREET, BALTIMORE, MARYLAND 21201 THIS IS TO CERTIFY THAT the within instrument is a true copy of the ARTICLES OF INCORPORATION OF MANNING & NAPIER GROWTH FUND, INC. As approved and received for record by the State Department of Assessments and Taxation of Maryland JULY 26, 1984 at 10:44 o'clock A.M. AS WITNESS my hand and official seal of the said Department at Baltimore this 31st day of JULY, 1984 /s/Paula Cary McLean PAULA CARY MCLEAN CHARTER SPECIALIST ARTICLES OF INCORPORATION OF MANNING & NAPIER GROWTH FUND, INC. FIRST: THE UNDERSIGNED, Donald F. French, whose address is 40 Wall Street, New York, New York 10005, being more than 18 years of age, does under and by virtue of the general laws of the State of Maryland, act as incorporator to form a corporation. SECOND: The name of the corporation is MANNING & NAPIER GROWTH FUND, INC. (hereinafter called the "Corporation"). THIRD: The purpose or purposes for which the Corporation is formed are as follows: (1) To hold, invest and reinvest its funds, and in connection therewith, to hold part or all of its funds in cash, and to purchase or otherwise acquire, hold for investment or otherwise sell, assign, negotiate, transfer, exchange or otherwise dispose of or turn to account or realize upon, securities (which term "securities" shall for the purposes of these Articles of Incorporation, without limitation of the generality thereof, be deemed to include any stocks, shares, bonds, debentures, notes, mortgages or other obligations, and any options, certificates, receipts, warrants or other instruments representing rights to receive, purchase, sell or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets) created or issued by any issuer (which term "issuer" shall for the purpose of these Articles of Incorporation, without limitation of the generality thereof, be deemed to include any persons, firms, associations, corporations, syndicates, combinations, organizations, governments, or subdivisions thereof), or commodities (which term "commodities" shall for the purposes of these Articles of Incorporation, without limitation of the generality thereof, be deemed to include any tangible or intangible which is, or contracts relating to which are, traded on any commodities exchange, and any contract, certificate receipt or other instruments representing rights to receive, purchase, sell or subscribe for the same, or evidencing or representing any other rights or interests therein) or put and call options relating to securities or commodities; and to exercise as owner or holder of any securities, commodities or put and call options, all rights, powers and privileges in respect thereof; and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any or all such securities, commodities or options. (2) To borrow money and pledge assets in connection with any of the objects or purposes of the Corporation, and to issue notes or other obligations evidencing such borrowings, to the extent permitted by the 1940 Act (which term, the "1940 Act," shall for the purposes of these Articles of Incorporation mean the Investment Company Act of 1940, as from time to time amended, and any rule, regulation or order thereunder) and by the Corporation's fundamental investment policies under the 1940 Act. (3) To issue and sell shares of its own capital stock in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration (including, without limitation thereto, securities) now or hereafter permitted by the laws of Maryland and by these Articles of Incorporation, as its Board of Directors may determine. (4) To purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue or cancel (all without the vote or consent of the stockholders of the Corporation) shares of its capital stock, in any manner and to the extent now or hereafter permitted by the laws of Maryland and by these Articles of Incorporation. (5) To conduct its business in all its branches at one or more offices in Maryland and elsewhere in any part of the world, without restriction or limit as to extent. (6) To carry out all or any of the foregoing objects and purposes as principal or agent, and alone or with associates, or to the extent now or hereafter permitted by the laws of Maryland, as a member of, or as the owner or holder of any securities of any issuer, and in connection therewith to make or enter into such deeds or contracts with any issuer and to do such acts and things and to exercise such powers, as a natural person could lawfully make, enter into, do or exercise. (7) To do any and all such further acts and things and to exercise any and all such further powers as may be necessary, incidental, relative, conductive, appropriate or desirable for the accomplishment, carrying out or attainment of all or any of the foregoing purposes or objects. The foregoing objects and purposes shall, except as otherwise expressly provided, be in no way limited or restricted by reference to, or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be regarded as independent, and construed as powers as well as objects and purposes, and the enumeration of specific purposes, objects and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation now or hereafter conferred by the laws of the State of Maryland, nor shall the expression of one thing be deemed to exclude another, though it be of like nature, not expressed; provided, however, that the Corporation shall not have power to carry on within the State of Maryland any business whatsoever the carrying on of which would create a purpose that would make it subject to a special provision under the laws of said State; nor shall it carry on any business, or exercise any powers, in any other state, territory, district or country except to the extent that the same may lawfully be carried on or exercised under the laws thereof. FOURTH: The address of the place at which the principal office of the Corporation In the State of Maryland is located is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202-3242. The name of the resident agent of the corporation is The Corporation Trust Incorporated 32 South Street, Baltimore Maryland 21202. FIFTH: (1) The total number of shares of stock of all classes which the Corporation has authority to issue is 50,000,000 shares of capital stock of the par value of $.01 each, all of one class and of the aggregate par value of $500,000. (2) At all meetings of stockholders each stockholder of the Corporation shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation, subject to Maryland law and the By-Laws of the Corporation as to the fixing of record dates and determination of shareholders entitled to vote. Any fractional share, if any such fractional shares are outstanding, shall carry proportionately all the rights of a whole share, including the right to vote and the right to receive dividends. (3) Each holder of the capital stock of the Corporation, upon proper written request (including signature guarantees, if required by the Corporation) to the Corporation or its authorized agent (or solely to such agent if so determined by the Corporation), or other proper non-written request if so permitted by the Corporation, accompanied, when stock certificates representing such shares are outstanding, by surrender of the appropriate stock certificate or certificates in proper form for transfer, or any such other form as the Corporation may provide, shall be entitled to require the Corporation to redeem all or any part of the capital stock standing in the name of such holder on the books of the Corporation, at a redemption price equal to the net asset value of such shares. The method of computing such net asset value, the time as of which such net asset value shall be computed and the time within which the Corporation shall make payment therefore, shall be determined as hereinafter provided in Article SEVENTH of these Articles of Incorporation. Notwithstanding the foregoing, the right of the holders of the capital stock of the Corporation to require the Corporation to redeem such capital stock shall be suspended when such suspension is required under the 1940 Act and otherwise may be suspended when such suspension is permitted under the 1940 Act. (4) All shares of the capital stock of the Corporation now or hereafter authorized shall be subject to redemption and redeemable, in the sense used in the Maryland General Corporation Law, at the redemption price for any such shares, determined in the manner set out in these Articles of Incorporation. The number of the authorized shares of the stock of the Corporation shall not be reduced by the number of any shares redeemed or purchased by it; shares redeemed or purchased shall be retired automatically and shall have the status of authorized but unissued stock. (5) Notwithstanding any provision of Maryland law requiring any action to be taken or authorized by the affirmative vote of the holders of a majority or other designated proportion of the shares, or of any class or series of shares, or to be otherwise taken or authorized by a vote of the stockholders of the Corporation, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote thereon pursuant to The provisions of these Articles of Incorporation. (6) No holder of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation which it may issue or sell (whether out of the number of shares authorized by these Articles of Incorporation, or out of any shares of the stock of the Corporation acquired by it after the issue thereof, or otherwise) other than such right, if any, as the Board of Directors, in its discretion, may determine. (7) All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation. SIXTH: The number of Directors of the Corporation shall be three, and the names of those who shall act as such until the first annual meeting or until their successors are duly chosen and qualified are as follows: B. Reuben Auspitz Christopher W. Beal William Manning However, the By-Laws of the Corporation may fix the number of Directors at a number greater or less than that named in these Articles of Incorporation and may authorize the Board of Directors, by the vote of a majority of the entire Board of Directors, to increase or decrease the number of Directors fixed by these Articles of Incorporation or by the By-Laws within a limit specified in the By-Laws, provided that in no case shall the number of Directors be less than the minimum number required by the laws of Maryland, and to fill the vacancies created by any such increase in the number of Directors. Unless otherwise provided by the By-Laws of the Corporation, the Directors of the Corporation need not be stockholders therein. SEVENTH: The following provisions are hereby adopted for the purpose of defining and regulating the powers of the Corporation and the Directors and Stockholders. (1) The By-Laws of the Corporation may divide the Directors of the Corporation into classes and prescribe the tenure of office of the several classes, but no class shall be elected for a period shorter than that from the time of the election following the division into classes until the next annual meeting and thereafter for a period shorter than the interval between annual meetings or for a period longer than five years, and the term of office of at least one class shall expire each year. Notwithstanding the foregoing, no such division into classes shall be made prior to the first annual meeting of stockholders of the Corporation. (2) The holders of shares of the Corporation shall have only such rights to inspect the records, documents, accounts and books of the Corporation as are provided by Maryland law, subject to reasonable regulations of the Board of Directors, not contrary to Maryland law, as to whether and to what extent, and at which times and places, and under what conditions and regulations such rights shall be exercised. (3) Any officer elected or appointed by the Board of Directors or by any committee of said Board or by the stockholders or otherwise, may be removed at any time with or without cause, in such lawful manner as may be provided in the By-Laws of the Corporation. A Director may be removed only as permitted by Maryland law. (4) Unless the By-Laws provide otherwise, the Board of Directors of the Corporation shall have power to hold their meetings, to have an office or offices and, subject to the provisions of the laws of Maryland, to keep the books of the Corporation, outside of said State at such places as may from time to time be designated by them. (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the express provisions of the laws of Maryland, of these Articles of Incorporation and of the By-Laws of the Corporation. (6) Shares of stock in other corporations shall be voted by the President or a Vice-President, or such officer or officers of the Corporation or such other person or persons as the Board of Directors shall designate for the purpose, or by a proxy or proxies thereunto duly authorized by the Board of Directors, except as otherwise ordered by vote of the holders of a majority of the shares of the capital stock of the Corporation outstanding and entitled to vote in respect thereto. (7) (a) The Corporation may enter into a management or investment advisory contract or underwriting contract and other contracts with, and may otherwise do business with any manager or investment adviser for the Corporation and/or principal underwriter of the Corporation or any subsidiary or affiliate of any such manager or investment adviser and/or principal underwriter and may permit any such firm or corporation to enter into any contracts or other arrangements with any other firm or corporation relating to the Corporation notwithstanding that the Board of Directors of the Corporation may be composed in part of partners, directors, officers or employees of any such firm or corporation, and officers of the Corporation may have been or may be or become partners, directors, officers or employees of any such firm or corporation; and in the absence of fraud the Corporation and any such firm or corporation may deal freely with each other, and no such contract or transaction between the Corporation and any such firm or corporation shall be invalidated or in any way adversely affected thereby, nor shall any director or officer of the Corporation be liable to the Corporation or to any stockholder or creditor thereof or to any other persons for any loss incurred by it or him solely because of the existence of any such contract or transaction; provided that nothing herein shall protect any director of officer of the Corporation against any liability to the Corporation or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. (b) (i) As used in this subparagraph (b) of this paragraph (7) of this Article SEVENTH, the following terms shall have the meanings set for the below: (A) The term "indemnitee" shall mean any present or former director, officer or employee of the Corporation (which term as used in this paragraph (7) shall include a "corporation" as defined in the applicable provisions of the Maryland General Corporation Law as it may be amended from time to time or in any successor statute concerning indemnification) and any person who while a director, officer or employee of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, any present or former investment adviser of the Corporation and the heirs, executors, administrators and successors of any of the foregoing; however, whenever conduct by an indemnitee is referred to, the conduct shall be that of the original indemnitee rather than that of the heir, executor, administrator or successor. (B) The term "covered proceeding" shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which an indemnitee is or was a party or is threatened to be made a party by reason of the fact or facts under which he or it is an indemnitee as defined above; provided, however, that "covered proceeding" shall not mean any proceeding by or in the right of the Corporation. (C) The term "covered derivative proceeding" shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought by or in the right of the Corporation, to which an indemnitee is or was a party or is threatened to be made a party by reason of the fact or facts under which he or it is an indemnitee as defined above. (D) The term "disabling conduct" shall mean willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office in question and, in the case of a director or former director of the Corporation, such director's or former director's failure to meet the standing of conduct set forth in applicable provisions of the Maryland General Corporation Law as it may be amended from time to time, or in any successor statutory provision, concerning such indemnification. (E) The term "covered expenses" shall mean judgments, penalties, fines, settlements and reasonable expenses (including attorneys' fees) actually incurred by an indemnitee in connection with a covered proceeding or covered derivative proceeding. (F) The term "adjudication of liability" shall mean, as to any covered proceeding or covered derivative proceeding and as to any indemnitee, an adverse determination as to the indemnitee whether by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent. (ii) The Corporation shall indemnify each indemnitee to the fullest extent permitted under the laws of Maryland and under the 1940 Act, to the extent such indemnification under the 1940 Act is consonant with the fullest extent of indemnification permitted under the laws of Maryland and not otherwise limited by these Articles of Incorporation, but shall not indemnify any indemnitee for any covered expenses in any covered proceeding or covered derivative proceeding if there has been an adjudication of liability against such indemnitee expressly based on a finding of disabling conduct. Furthermore, the Corporation shall not indemnify any director or former director in contravention of the laws of Maryland, nor, specifically, in any covered derivative proceeding in which such director or former director shall have been adjudged to be liable to the Corporation. (iii) Except as set forth in (ii) above or as otherwise provided in the applicable provisions on indemnification contained in the Maryland General Corporation Law or any successor statute, the Corporation shall indemnify any indemnitee other than a director or former director in any covered proceeding or covered derivative proceeding, whether or not there is an adjudication of liability as to such indemnitee, and shall indemnify any indemnitee who is a director or former director for covered expenses in any covered proceeding and for only reasonable expenses in any covered derivative proceeding in which the director shall not have been adjudged liable to the Corporation, if a determination has been made that indemnification is permissible since the indemnitee was not liable by reason of disabling conduct, such determination to be made by (A) a final decision of the court or other body before which the covered proceeding or covered derivative proceeding was brought; or (B) in the absence of such court decision, a reasonable determination, based on a review of the facts, by either (I) the vote of a majority of a quorum of directors who are neither "interested persons," as defined in the 1940 Act, of the Corporation, nor parties to the covered proceeding or (II) any special independent legal counsel in a written opinion, such legal counsel to be selected in accordance with applicable provisions of the Maryland General Corporation Law concerning indemnification of directors; or (C) by the vote of the stockholders. In voting on such matter, or in giving such opinion, such directors or counsel may consider that the dismissal of a covered proceeding or covered derivative proceeding against an indemnitee for insufficiency of evidence of any disabling conduct with which the indemnitee has been charged would provide reasonable assurance that the indemnitee was not liable by reason of disabling conduct. In the event such determination is made by legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made as provided in the provision of the Maryland General Corporation Law, or any successor statute, concerning indemnification of directors. (iv) Covered expenses (or reasonable expenses in connection with a director's request in a covered derivative proceeding) incurred by an indemnitee in connection with a proceeding or covered derivative proceeding shall be advanced by the Corporation to such indemnitee prior to the final disposition of such proceeding upon the request of such indemnitee for such advance, upon receipt by the Corporation of (A) a written affirmation by the indemnitee of his good faith belief that he has not engaged in disabling conduct which would preclude indemnification and (B) the written undertaking by or on behalf of the indemnitee to repay the advance unless it is ultimately determined that the indemnitee is entitled to indemnification hereunder, furthermore such expenses may be advanced only if one ore more of the following occurs: the indemnitee provides security for such undertaking; or the Corporation is insured against losses arising out of any lawful advances; or there shall have been a determination made in accordance with either review process provided in (iii)(B)(I) or (II) above, based on a review of the readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification and that such facts should not preclude indemnification under applicable provisions of the Maryland General Corporation Law or any successor statute or indemnification. (v) Nothing herein shall be deemed to affect the right of the Corporation and/or any indemnitee to acquire and pay for any insurance covering any or all indemnitees to the extent permitted by the 1940 Act or to affect any other indemnification rights to which any indemnitee may be entitled to the extent permitted by the 1940 Act and the laws of Maryland. (8) The computation of net asset value of each share of capital stock, as referred to in these Articles of Incorporation, shall be determined as provided in the 1940 Act, and, except as so provided, shall be computed in accordance with the following rules: (a) The net asset value of each share of stock of the Corporation tendered to the Corporation for redemption shall be determined as of the close of business on the New York Stock Exchange next succeeding the tender of such share; (b) The net asset value of each share of stock of the Corporation for the purpose of the issue of such share shall be determined as of the close of business of the New York Stock Exchange next succeeding the receipt of an order to purchase such share; (c) The net asset value of each share of stock of the Corporation, as of the close of business of the New York Stock Exchange on any day, shall be the quotient obtained by dividing the value, as at such close, of the net assets of the Corporation (i.e., the value of the assets of the Corporation less the liabilities of the Corporation exclusive of the par value of its shares and surplus) by the total number of shares of stock of the Corporation outstanding at such close. The assets and liabilities of the Corporation shall be determined in accordance with generally accepted accounting principles; provided, however, that in determining the liabilities, there shall be included such reserves for taxes or contingent liabilities as may be authorized or approved by the Board of Directors, and provided further that in connection with the accrual of any fee or refund payable to or by an investment adviser of the Corporation, the amount of which accrual is not definitely determinable as of any time at which the net asset value of each share of the capital stock of the Corporation is being determined due to the contingent nature of such fee or refund, the Board of Directors is authorized to establish formulae from time to time for such accrual, on the basis of the contingencies in question to the date of such determination, or on such other basis as the Board of Directors may establish; (d) Capital stock to be issued shall be deemed to be outstanding as of the time of the determination of the net asset per share applicable to such issuance and the net price thereof shall be deemed to be an asset of the Corporation; (e) Capital stock to be redeemed by the Corporation shall be deemed to be outstanding until the time of the determination of the net asset value applicable to such redemption and thereupon and until paid the redemption price thereof shall be deemed to be a liability of the Corporation; (f) Capital stock voluntarily purchased or contracted to be purchased by the Corporation pursuant to the provisions of paragraph 8(h) of this Article SEVENTH shall be deemed to be outstanding until the later of (i) the time of the making of such purchase or contract to purchase or (ii) the time as of which the purchase price is determined; and thereupon and until paid, the purchase price thereof shall be deemed to be a liability of the Corporation; (g) The net asset value of each share of the capital stock of the Corporation, as of any time other than the close of business on the New York Stock Exchange on any day, may be determined by applying to the net asset value as of the close of business on that Exchange on the preceding business day, computed as provided in paragraph 8(c) of this Article SEVENTH, such adjustments as are authorized by or pursuant to the direction of the Board of Directors and designed reasonably to reflect any material changes in the market value of securities and other assets held and any other material changes in the assets or liabilities of the Corporation and in the number of its outstanding shares which shall have taken place since the close of business on such preceding business day; (h) In addition to the foregoing, the Board of Directors is empowered, in its absolute discretion, to establish other bases or times, or both, for determining the net asset value of each share of capital stock of the Corporation in accordance with the 1940 Act and to authorize the voluntary purchase by the Corporation, either directly or through an agent, of shares of capital stock of the Corporation upon such terms and conditions and for such consideration as the Board of Directors shall deem advisable in accordance with the 1940 Act; (i) Except as otherwise permitted by the 1940 Act, payment of the net asset value of capital stock of the Corporation properly surrendered to it for redemption shall be made by the Corporation within seven days after tender of such stock to the Corporation for such purpose plus any period of time during which the right of the holders of the capital stock of the Corporation to require the Corporation to redeem such capital stock has been suspended. Any such payment may be made in portfolio securities of the Corporation and/or in cash, as the Board of Directors shall deem advisable, and no shareholder shall have a right, other than as determined by the Board of Directors, to have his shares redeemed in kind; (j) The Board of Directors is empowered to cause the redemption of the shares held in any account if the aggregate net asset value of such shares (taken at cost or value, as determined by the Board) is less than $5,000, or such lesser amount as the Board may fix, upon such notice to the shareholders in question, with such permission to increase the investment in question and upon such other terms and conditions as may be fixed by the Board of Directors in accordance with the 1940 Act; (k) In the event that any person advances the organizational expenses of the Corporation, such advances shall become an obligation of the Corporation, subject to such terms and conditions as may be fixed by, and on a date fixed by, or determined in accordance with criteria fixed by the Board of Directors, to be amortized over a period or periods to be fixed by the Board; (l) Whenever any action is taken under these Articles of Incorporation under any authorization to take action which is permitted by the 1940 Act, such action shall be deemed to have been properly taken if such action is in accordance with the construction of the 1940 Act then in effect as expressed in "no action" letters of the staff of the Securities and Exchange Commission or any release, rule, regulation or order under the 1940 Act or any decision of a court of competent jurisdiction notwithstanding that any of the foregoing shall later be found to be invalid or otherwise reversed or modified by any of the foregoing; (m) Each prospectus of the Corporation (which term "prospectus" as used herein shall include any related statement of additional information) which is in effect from time to time relating to its shares under the Securities Act of 1933 shall be considered as part of the minutes of the proceedings of the Board of Directors of the Corporation and as reflective of action required or permitted to be taken by such Board under these Articles of Incorporation or by the By-Laws of the Corporation, whether or not copies of such prospectus are included in the minute book(s) of the Corporation; provided, however, that nothing herein contained shall affect the liability of any Director under the Securities Act of 1933 and/or the 1940 Act. (n) Whenever under these Articles of Incorporation, the Board of Directors of the Corporation is permitted or required to place a value on assets of the Corporation, such action may be delegated by the Board, and/or determined in accordance with a formula determined by the Board, to the extent permitted by the 1940 Act. EIGHTH: The Corporation agrees that the words "Manning & Napier" included in the name of the Corporation shall be pursuant to a royalty-free non-exclusive license from Manning & Napier Advisors, Inc., its successors and assigns incidental to and as part of an advisory relationship between the Corporation and Manning & Napier Advisors, Inc. The license may be terminated by Manning & Napier Advisors, Inc. in the event such investment advisory relationship should cease, and thereupon the Corporation, the holders of its capital stock and its officers and directors shall promptly take whatever action may be necessary to change the Corporation's name so as to eliminate all references to the words "Manning & Napier." The Corporation further agrees that it has no objection to the use of the words "Manning & Napier" by any other entity authorized by Manning & Napier, Inc. or any successor. NINTH: From time to time, any of the provisions of these Articles of Incorporation may be amended, altered or repealed (including any amendment which changes the terms of any of the outstanding stock by classification, reclassification or otherwise), upon the vote of the holders of a majority of the shares of capital stock of the Corporation at the time outstanding and entitled to vote, and other provisions which under the statutes of the State of Maryland at the time in force may be lawfully contained in articles of incorporation, may be added to inserted upon such a vote and all rights at any time conferred upon the stockholders of the Corporation by these Articles of Incorporation are granted subject to the provisions of this Article NINTH. The term "these Articles of Incorporation" as used herein and in the By-Laws of the Corporation shall be deemed to mean these Articles of Incorporation as from time to time amended and restated. IN WITNESS WHEREOF, the undersigned incorporator who executed the foregoing Articles of Incorporation hereby acknowledges the same to be his act and further acknowledges that to the best of his knowledge, information and belief the matters and facts set forth therein are true in all material respects under the penalties of perjury. Dated the 24th day of July, 1984. /s/ Donald F. French Donald F. French STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) EX-99.B1(B) 3 MANNING & NAPIER GROWTH FUND, INC. ARTICLES OF AMENDMENT Manning & Napier Growth Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The charter of the Corporation is hereby amended by striking out sub-paragraph (j) of paragraph (8) of Article SEVENTH of the Articles of Incorporation and inserting in lieu thereof the following: "(j) The Board of Directors is empowered to cause the redemption of the shares held in any account if the aggregate net asset value of such shares (taken at cost or value, as determined by the Board) is less than $25,000, or such lesser amount as the Board may fix, upon such notice to the shareholders in question, with such permission to increase the investment in question and upon such other terms and conditions as may be fixed by the Board of Directors in accordance with the 1940 Act;" SECOND: The amendment to the charter of the Corporation herein made was duly approved by unanimous consent of the Board of Directors on March 25, 1985; and that at the time of the approval by the Directors there were no shares of stock of the Corporation entitled to vote on the matter either outstanding or subscribed for. IN WITNESS WHEREOF, Manning & Napier Growth Fund, Inc. has caused these articles to be signed in its name and on its behalf by its President and witnessed by its Secretary on March 25, 1985. MANNING & NAPIER GROWTH FUND, INC. By /s/ William Manning William Manning, President Witness: /s/ B. Reuben Auspitz B. Reuben Auspitz, Secretary THE UNDERSIGNED, President of Manning & Napier Growth Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the said Corporation, the foregoing Articles of Amendment 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 therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B1(C) 4 MANNING & NAPIER GROWTH FUND, INC. ARTICLES OF AMENDMENT Manning & Napier Growth Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The charter of the Corporation is hereby amended by striking out the SECOND Article of the Articles of Incorporation and inserting in lieu thereof the following: "SECOND: The name of the corporation is MANNING & NAPIER SMALL CAP FUND, INC."; SECOND: The amendment to the charter of the Corporation herein made was duly approved by a resolution of the Board of Directors at a meeting held on May 13, 1985, and that at the time of the approval by the Directors there were no shares of stock of the Corporation entitled to vote on the matter either outstanding or subscribed for. IN WITNESS WHEREOF, Manning & Napier Growth Fund, Inc. has caused these articles to be signed in its name and on its behalf by its President and witnessed by its Secretary on May 23, 1985. MANNING & NAPIER GROWTH FUND, INC. By /s/ William Manning William Manning,President Witness: /s/ B. Reuben Auspitz Secretary B. Reuben Auspitz THE UNDERSIGNED, President of Manning & Napier Growth Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the said Corporation, the foregoing Articles of Amendment 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 therein with respect to the approval thereof are true in all materials respects, under the penalties of perjury. /s/ William Manning William Manning SECRETARY'S CERTIFICATE I, B. REUBEN AUSPITZ, Secretary of The Manning & Napier Growth Fund, Inc., hereby certify that the following is a true copy of a resolution adopted by the Board of Directors at a meeting held on May 13, 1985: IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of May, 1985. RESOLVED, that the Articles of Incorporation is amended as set forth below. The SECOND Article is amended to read as follows: "SECOND: The name of the Corporation is MANNING & NAPIER SMALL CAP FUND, INC." IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of May, 1985. /s/ B. Reuben Auspitz B. Reuben Auspitz Secretary EX-99.B1(D) 5 MANNING & NAPIER SMALL CAP FUND, INC. ARTICLES OF AMENDMENT Manning & Napier Small Cap Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The charter of the Corporation is hereby amended by striking out Article SECOND of the articles of Incorporation and inserting in lieu thereof the following: "SECOND: The name of the Corporation is MANNING & NAPIER FUND, INC."; SECOND: The charter of the Corporation is hereby amended by striking out Article FIFTH of the Articles of Incorporation and inserting in lieu thereof the following: "FIFTH: (1) The total number of shares of stock of all classes (which term, as used herein shall include a class designated as a "Series" as set forth below) which the Corporation has authority to issue is 50,000,000 shares. The number of the shares of stock of each class is such number, if any, of shares of unissued stock as is classified or reclassified into such class by the Corporation's Board of Directors pursuant to the authority contained in Section 2-105 of the Maryland General Corporation Law (or any successor provision). The par value of the shares of stock of each class is one cent per share. The aggregate par value of all the shares of all classes is $500,000. A description of each class, including any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemptions is set forth below. Unless and until the Corporation's' Board of Directors classifies unissued stock into one or more classes which are in addition to a single outstanding class, or after the Board has reclassified issued stock of one or more classes into a single class, all shares of stock of the Corporation shall be of a single class designated as "Capital Stock." The Board of Directors of the Corporation may classify unissued shares into one or more additional classes which shall, together with the issued shares of stock of the Corporation, have such designations as the Board shall determine (provided that such designation shall include the word "Class"), and which shall be treated for all purposes other than as to dividends as if all shares were shares of one class. The dividends payable to the holders of each such class shall, subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation, be determined by the Board and need not be individually declared but may be declared and paid in accordance with a formula adopted by the Board. The Board of Directors of the Corporation may in the alternative classify unissued shares into one or more additional classes, which shall, together with the issued shares of stock of the Corporation, have such designations as the Board may determine (provided that such designation shall include the word "Series"), and shall, subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation, have the following characteristics. (a) All consideration received by the Corporation for the issue or sale of shares of stock of each such class, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the class of shares of stock with respect to which such assets, payments, or funds were received by the Corporation for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Corporation. Such assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, any asset derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" such class. (b) Dividends or distributions on shares of any such class of stock, whether payable in stock or cash, shall be paid only out of earnings, surplus or other assets belonging to such class and need not be individually declared but may be declared and paid in accordance with a formula adopted by the Board of Directors of the Corporation. (c) In the event of the liquidation or dissolution of the Corporation, shareholders of each such class shall be entitled to receive, as a class, out of the assets of the Corporation available for distribution to shareholders, but other than general assets not belonging to any particular class of stock, the assets belonging to such class; and the assets so distributable to the shareholders of any such class shall be distributed among such shareholders in proportion to the number of shares of such class held by them and recorded on the books of the Corporation. In the event that there are any general assets not belonging to any particular class of stock and available for distribution, such distribution shall be made to the holders of stock of all classes in proportion to the asset value of the respective classes. (d) The assets belonging to any such class of stock shall be charged with the liabilities in respect to such class and shall also be charged with its share of the general liabilities of the Corporation, in proportion to the asset value of the respective classes. The determination of the Board of Directors shall be conclusive as to the amount of liabilities, including accrued expenses and reserves, and as to the allocation of the same as to a given class, and as to whether the same, or general assets of the Corporation, are allocable to one or more classes. The liabilities so allocated to a class are herein referred to as "liabilities belonging to" such class. (e) At all meetings of stockholders each stockholder of each share of stock of each such class of the Corporation shall be entitled to one vote for each share of stock irrespective of the class standing in his name on the books of the Corporation, except that where a vote of the holders of the shares of stock of any class, or of more than one class, voting by class, is required by the Investment Company Act of 1940 and/or Maryland Law as to any proposal, only the holders of such class or classes, voting by class, shall be entitled to vote upon such proposal and the holders of any other class or classes shall not be entitled to vote thereon. Any fractional share, if any such fractional shares are outstanding, shall carry proportionately all the rights of a whole share, including the right to vote and the right to receive dividends. (f) The provisions of paragraph (2) of this Article FIFTH relating to voting shall apply when the Corporation has only one class of shares outstanding or when the Corporation has more than one class of shares outstanding but which differ only as to their dividend rights. (g) When the Corporation has more than one class of shares outstanding having separate assets and liabilities: (i) the redemption rights provided to the holders of the Corporation's shares shall be deemed to apply only to the assets belonging to the class of stock in question; and (ii) the net asset value per share computation as provided for in Article SEVENTH shall be applied as if each such class of shares were the Corporation as referred to in such computation, but with its assets limited to the assets belonging to such class and its liabilities limited to the liabilities belonging to such class. (2) At all meetings of stockholders each stockholder of the Corporation shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation. Any fractional share, if any such fractional shares are outstanding, shall carry proportionately all the rights of a whole share, including the right to vote and the right to receive dividends. (3) Each holder of the capital stock (which term as used in the remainder of these Articles of Incorporation shall be deemed to refer to stock of any class or series) of the Corporation, upon proper written request (including signature guarantees, if required by the Board of Directors) to the Corporation, or other proper non-written request if so determined by the Board of Directors, accompanied, when stock certificates representing such shares are outstanding, by surrender of the appropriate stock certificate or certificates in proper form for transfer, or any such other form as the Board of Directors may provide, shall be entitled to require the Corporation to redeem all or any part of the capital stock standing in the name of such holder on the books of the Corporation, at the net asset value of such shares. The method of computing such net asset value, the time as of which such net asset value shall be computed and the time within which the Corporation shall make payment therefore shall be determined as hereinafter provided in Article SEVENTH of these Articles of Incorporation. Notwithstanding the foregoing, the right of the holders of the capital stock of the Corporation to require the Corporation to redeem such capital stock shall be suspended when such suspension is required under the 1940 Act (which term the "1940 Act" shall for the purposes of these Articles of Incorporation mean the Investment Company Act of 1940 as from time to time amended and any rule, regulation or order thereunder) and may be suspended when such suspension is permitted under the 1940 Act. (4) All shares of the capital stock of the Corporation now or hereafter authorized shall be subject to redemption and redeemable, in the sense used in the Maryland General Corporation Law, at the redemption price for any such shares, determined in the manner set out in these Articles of Incorporation. The number of the authorized shares of the stock of any class of the Corporation shall not be reduced by the number of any shares of such class redeemed or purchased by it; shares redeemed or purchased shall be retired automatically and shall have the status of authorized but unissued stock. (5) Notwithstanding any provision of Maryland law requiring any action to be taken or authorized by the affirmative vote of the holders of a majority or other designated proportion of the shares, or of any class or series of shares, or to be otherwise taken or authorized by a vote of the stockholders, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares (or a majority of the total number of shares of such class or series) outstanding and entitled to vote thereon pursuant to the provisions of these Articles of Incorporation. (6) No holder of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation which it may issue or sell (whether out of the number of shares authorized by these Articles of Incorporation, or out of any shares of the stock of the Corporation acquired by it after the issue thereof, of otherwise) other than such right, if any, as the Board of Directors, in its discretion may determine. (7) All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation." THIRD: The amendment to the charter of the Corporation herein made was duly approved by the unanimous consent of the Board of Directors on October 7, 1985, and that at the time of the approval by the Directors there were no shares of stock of the Corporation entitled to vote on the matter either outstanding or subscribed for. IN WITNESS WHEREOF, Manning & Napier Small Cap Fund, Inc. has caused these articles to be signed in its name and on its behalf by its President and witnessed by its Secretary on October 7, 1985. MANNING & NAPIER SMALL CAP FUND, INC. /s/ William Manning William Manning, President Witness: /s/ B. Reuben Auspitz B. Reuben Auspitz, Secretary THE UNDERSIGNED, President of Manning & Napier Small Cap Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the said Corporation, the foregoing Articles of Amendment 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 therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B1(E) 6 Manning & Napier Fund, Inc. Articles of Amendment Manning & Napier Fund, Inc., a Maryland Corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The charter of the Corporation is hereby amended by striking out Article FIFTH of the Articles of Incorporation and inserting in lieu thereof the following: "FIFTH: The total number of shares of stock of all classes (which term, as used herein shall include a class designated as a "Series" as set forth below) which the Corporation has authority to issue is One Billion shares. The number of the shares of stock of each class is such number, if any, of shares of unissued stock as is classified or reclassified into such class by the Corporation's Board of Directors pursuant to the authority contained in Section 2- 105 of the Maryland General Corporation Law (or any successor provision). The par value of the shares of stock of each class is one cent per share. The aggregate par value of all the shares of all classes is $10,000,000. A description of each class, including any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemptions is set forth below. Unless and until the Corporation's Board of Directors classifies unissued stock into one or more classes which are in addition to a single outstanding class, or after the Board has reclassified issued stock of one or more classes into a single class, all shares of stock of the Corporation shall be of a single class designated as "Capital Stock." The Board of Directors of the Corporation may classify unissued shares into one or more additional classes which shall, together with the issued shares of stock of the Corporation, have such designations as the Board shall determine (provided that such designation shall include the word "Class"), and which shall be treated for all purposes other than as to dividends as if all shares were shares of one class. The dividends payable to the holders of each such class shall, subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation, be determined by the Board and need not be individually declared but may be declared and paid in accordance with a formula adopted by the Board. The Board of Directors of the Corporation may in the alternative classify unissued shares into one or more additional classes, which shall, together with the issued shares of stock of the Corporation, have such designations as the Board may determine (provided that such designation shall include the word "Series"), and shall, subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation, have the following characteristics. All consideration received by the Corporation for the issue or sale of shares of stock of each such class, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the class of shares of stock with respect to which such assets, payments, or funds were received by the Corporation for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Corporation. Such assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, any asset derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" such class. Dividends or distributions on shares of any such class of stock, whether payable in stock or cash, shall be paid only out of earnings, surplus or other assets belonging to such class and need not be individually declared but may be declared and paid in accordance with a formula adopted by the Board of Directors of the Corporation. In the event of the liquidation or dissolution of the Corporation, shareholders of each such class shall be entitled to receive, as a class, out of the assets of the Corporation available for distribution to shareholders, but other than general assets not belonging to any particular class of stock, the assets belonging to such class; and the assets so distributable to the shareholders of any such class shall be distributed among such shareholders in proportion to the number of shares of such class held by them and recorded on the books of the Corporation. In the event that there are any general assets not belonging to any particular class of stock and available for distribution, such distribution shall be made to the holders of stock of all classes in proportion to the asset value of the respective classes. The assets belonging to any such class of stock shall be charged with the liabilities in respect to such class and shall also be charged with its share of the general liabilities of the Corporation, in proportion to the asset value of the respective classes. The determination of the Board of Directors shall be conclusive as to the amount of liabilities, including accrued expenses and reserves, and as to the allocation of the same as to given class, and as to whether the same, or general assets of the Corporation, are allocable to one or more classes. The liabilities so allocated to a class are herein referred to as "liabilities belonging to" such class. At all meetings of stockholders each stockholder of each share of stock of each such class of the Corporation shall be entitled to one vote for each share of stock irrespective of the class standing in his name on the books of the Corporation, except that where a vote of the holders of the shares of stock of any class, or of more than one class, voting by class, is required by the Investment Company Act of 1940 and/or Maryland law as to any proposal, only the holders of such class or classes, voting by class, shall be entitled to vote upon such proposal and the holders of any other class or classes shall not be entitled to vote thereon. Any fractional share, if any such fractional shares are outstanding, shall carry proportionately all the rights of a whole share, including the right to vote and the right to receive dividends. The provisions of paragraph (2) of this Article FIFTH relating to voting shall apply when the Corporation has only one class of shares outstanding or when the Corporation has more than one class of shares outstanding but which differ only as to their dividend rights. When the Corporation has more than one class of shares outstanding having separate assets and liabilities: (i) the redemption rights provided to the holders of the Corporation's shares shall be deemed to apply only to the assets belonging to the class of stock in question; and (ii) the net asset value per share computation as provided for in Article SEVENTH shall be applied as if each such class of shares were the Corporation as referred to in such computation, but with its assets limited to the assets belonging to such class and its liabilities limited to the liabilities belonging to such class. At all meetings of stockholders each stockholder of the Corporation shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation. Any fractional share, if any such fractional shares are outstanding, shall carry proportionately all the rights of a whole share, including the right to vote and the right to receive dividends. Each holder of the capital stock (which term as used in the remainder of these Articles of Incorporation shall be deemed to refer to stock of any class or series) of the Corporation, upon proper written request (including signature guarantees, if required by the Board of Directors) to the Corporation, or other proper non-written request if so determined by the Board of Directors, accompanied, when stock certificates representing such shares are outstanding, by surrender of the appropriate stock certificate or certificates in proper form for transfer, or any such other form as the Board of Directors may provide, shall be entitled to require the Corporation to redeem all or any part of the capital stock standing in the name of such holder on the books of the Corporation, at the net asset value of such shares. The method of computing such net asset value, the time as of which such net asset value shall be computed and the time within which the Corporation shall make payment therefore shall be determined as hereinafter provided in Article SEVENTH of these Articles of Incorporation. Notwithstanding the foregoing, the right of the holders of the capital stock of the Corporation to require the Corporation to redeem such capital stock shall be suspended when such suspension is required under the 1940 Act (which term the "1940 Act" shall for the purposes of these Articles of Incorporation mean the Investment Company Act of 1940 as from time to time amended and any rule, regulation or order thereunder) and may be suspended when such suspension is permitted under the 1940 Act. All shares of the capital stock of the Corporation now or hereafter authorized shall be subject to redemption and redeemable, in the sense used in the Maryland General Corporation Law, at the redemption price for any such shares, determined in the manner set out in these Articles of Incorporation. The number of the authorized shares of the stock of any class of the Corporation shall not be reduced by the number of any shares of such class redeemed or purchased by it; shares redeemed or purchased shall be retired automatically and shall have the status of authorized but unissued stock. Notwithstanding any provision of Maryland law requiring any action to be taken or authorized by the affirmative vote of the holders of a majority or other designated proportion of the shares, or of any class or series of shares, or to be otherwise taken or authorized by a vote of the stockholders, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares (or a majority of the total number of shares of such class or series) outstanding and entitled to vote thereon pursuant to the provisions of these Articles of Incorporation. No holder of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation which it may issue or sell (whether out of the number of shares authorized by these Articles of Incorporation, or out of any shares of the stock of the Corporation acquired by it after the issue thereof, of otherwise) other than such right, if any, as the Board of Directors, in its discretion, may determine. All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation. SECOND: The Board of Directors of the Corporation on July 3, 1986, duly adopted a resolution in which was set forth the foregoing amendment to the charter, declaring that the said amendment of the charter as proposed was advisable and directing that it be submitted for action thereon by the stockholders of the Corporation. THIRD: That the said amendment has been consented to and authorized by the holders of all the issued and outstanding stock, entitled to vote, by a written consent given in accordance with the provisions of section 2-505 of Corporations and Associates Articles of the Annotated Code of Maryland, and filed with the records of stockholders meetings. FOURTH: The amendment of the charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation. FIFTH: (a) The total number of shares of stock which the Corporation was heretofore authorized to issue is Fifty million (50,000,000) shares, all of one class, of the par value of $.01 per share, and of the aggregate par value of Five hundred thousand dollars ($500,000). The total number of shares of stock is increased by this amendment to 1 billion (1,000,000,000) shares all of one class, of the par value $.01 per share, and of the aggregate par value of Ten million dollars ($10,000,000). IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these articles to be signed and acknowledged in its name and on its behalf by its President and witnessed by its Secretary on July 3, 1986. MANNING & NAPIER FUND, INC. By: /s/ William Manning William Manning, President Witness: /s/ B. Reuben Auspitz B. Reuben Auspitz, Secretary THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment 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 therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B1(F) 7 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MANNING & NAPIER FUND, INC. MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation organized under the laws of the State of Maryland, having its principal place of business at 1100 Chase Square, Rochester, New York 14604, does hereby certify to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. As hereinafter set forth, the Corporation has classified its authorized, unissued and unclassified capital stock in accordance with Section 2-105(c) of the Maryland General Corporation Law and under authority contained in the Articles of Incorporation of the Corporation. SECOND: Pursuant to the authority contained in Section 2-605(a)(4) of the Maryland General Corporation Law and under authority contained in Article V of the Articles of Incorporation, the Board of Directors by a resolution adopted at a meeting held on September 25, 1997, voted to change the designation of its classes or series of common stock for the benefit of shareholders. THIRD: Pursuant to the requirements of Section 2-607 of the Maryland General Corporation Law, the Board of Directors has determined to file of record these Articles of Amendment, which Amendment is limited to a change expressly permitted by Section 2-605 of the Maryland General Corporation Law, and was approved by a majority of the Board without action by shareholders, and that such Amendment is solely for the purpose of changing the designation of the Corporation's classes and series of common stock. FOURTH: The Articles of Amendment of the Corporation are hereby amended by changing the designations of the Corporation's classes and series of common stock set forth in Article V of the Articles of Incorporation, as supplemented, as follows: 4 Class A Common Stock shall be designated as Small Cap Series Class A Shares; Class B Common Stock shall be designated as Maximum Horizon Series Class A Shares; Class C Common Stock shall be designated as Energy Series Class A Shares; Class D Common Stock shall be designated as Technology Series Class A Shares; Class E Common Stock shall be designated as Defensive Series Class A Shares; Class F Common Stock shall be designated as Financial Services Series Class A Shares; Class G Common Stock shall be designated as International Series Class A Shares; Class H Common Stock shall be designated as Tax Managed Series Class A Shares; Class I Common Stock shall be designated Life Sciences Series Class A Shares; Class J Common Stock shall be designated as Global Fixed Income Series Class A Shares; Class K Common Stock shall be designated as Blended Asset Series I Class A Shares; Class L Common Stock shall be designated as Blended Asset Series II Class A Shares; Class M Common Stock shall be designated as Flexible Yield Series I Class A Shares; Class N Common Stock shall be designated as Flexible Yield Series II Class A Shares; Class O Common Stock shall be designated as Flexible Yield Series III Class A Shares; Class P shall be designated as New York Tax Exempt Series Class A Shares; Class Q Common Stock shall be designated as Ohio Tax Exempt Series Class A Shares; Class R Common Stock shall be designated as Diversified Tax Exempt Series Class A Shares; Class T Common Stock shall be designated as World Fund Class A Shares; and Class U Common Stock shall be designated World Opportunities Series Class A Shares. FIFTH: As so redesignated each share of Small Cap Series Class A Shares, Maximum Horizon Series Class A Shares, Energy Series Class A Shares, Technology Series Class A Shares, Defensive Series Class A Shares, Financial Services Series Class A Shares, International Series Class A Shares, Tax Managed Series Class A Shares, Life Sciences Series Class A Shares, Global Fixed Income Series Class A Shares, Blended Asset Series I Class A Shares, Blended Asset Series II Class A Shares, Flexible Yield Series I Class A Shares, Flexible Yield Series II Class A Shares, Flexible Yield Series III Class A Shares, New York Tax Exempt Series Class A Shares, Ohio Tax Exempt Series Class A Shares, Diversified Tax Exempt Series Class A Shares, World Fund Class A Shares, and World Opportunities Series Class A Shares shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption that are set forth in the Corporation's Articles of Incorporation with respect to its shares of capital stock. SIXTH: The officers of the Corporation be, and each of them hereby is, authorized and empowered to execute and deliver any and all documents, instruments, papers and writings, including but not limited to these Articles of Amendment to be filed with the State Department of Assessments and Taxation of Maryland and to do any and all other acts in the name of the Corporation, or on its behalf, as may be necessary or desirable in connection with the furtherance of the foregoing resolutions. SEVENTH: The aforesaid action by the Board of Directors of the Corporation was taken pursuant to authority and power contained in the Articles of Incorporation of the Corporation. IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents 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 26th day of September, 1997. MANNING & NAPIER FUND, INC. By: /s/ B. Reuben Auspitz B. Reuben Auspitz President [SEAL] Attest: /s/ Jodi Hedberg Jodi Hedberg Secretary THE UNDERSIGNED, President of MANNING & NAPIER FUND, INC., who executed on behalf of said corporation the foregoing Articles of Amendment to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to the Charter 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 therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Ausptiz B. Reuben Auspitz President EX-99.B1(G) 8 MANNING & NAPIER FUND, INC. CERTIFICATE OF CORRECTION MANNING & NAPIER FUND, INC. (the Corporation), a corporation organized under the laws of the State of Maryland, in accordance with Section 1-207 of the Maryland General Corporation Law, does hereby file for record with the State Department of Assessments and Taxation of Maryland, the following Certificate of Correction: FIRST, The title of the document filed by the Corporation to be corrected is Manning & Napier Fund, Inc. Articles of Amendment filed with the State Department of Assessments and Taxation on October 3, 1997 at 12:08 p.m. SECOND, The execution of the Articles of Amendment and Verification thereto were defectively executed. THIRD, The Articles of Amendment and Verification thereto were executed by B. Reuben Ausptiz, in his capacity as Vice President of Manning & Napier Fund, Inc., however, the Articles of Amendment and Verification each incorrectly identified him as the President of Manning & Napier Fund, Inc. FOURTH, The Articles of Amendment and Verification thereto are hereby corrected to indicate that such document were executed by B. Reuben Auspitz in his capacity as Vice President of Manning & Napier Fund, Inc. IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents to be signed in its name and on its behalf by its Vice President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 5th day of February, 1998. MANNING & NAPIER FUND, INC. By: /s/ B. Reuben Auspitz B. Reuben Auspitz Vice President [SEAL] Attest: /s/ Jodi L. Hedberg Jodi L. Hedberg Secretary THE UNDERSIGNED, Vice President of MANNING & NAPIER FUND, INC., who executed on behalf of said corporation the foregoing Certificate of Correction to the Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Certificate of Correction to the Articles of Amendment 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 therein are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz Vice President EX-99.B1(H) 9 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MANNING & NAPIER FUND, INC. MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation organized under the laws of the State of Maryland, having its principal place of business at 1100 Chase Square, Rochester, New York 14604, does hereby certify to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in Sections 2-602(b)(1) of the Maryland General Corporation Law the Board of Directors by a resolution adopted via Unanimous Consent, voted to change the corporate name of the Corporation to Exeter Fund, Inc. THIRD: Pursuant to the requirements of Section 2-607 of the Maryland General Corporation Law, the Board of Directors has determined to file of record these Articles of Amendment, which Amendment is limited to a change expressly permitted by Section 2-605 of the Maryland General Corporation Law, and was approved by a majority of the Board without action by shareholders, and that such Amendment is solely for the purpose of changing the Corporation's corporate name. FOURTH: The charter of the Corporation is hereby amended by striking our Articles SECOND of the Articles of Incorporation, as amended, and inserting in lieu thereof the following: SECOND: The name of the Corporation is EXETER FUND, INC. (hereinafter called the Corporation).; FIFTH: The Board of Directors has authorized and empowered the officers of the Corporation to execute and deliver any and all documents, instruments, papers and writings, including but not limited to these Articles of Amendment to be filed with the State Department of Assessments and Taxation of Maryland and to do any and all other acts in the name of the Corporation, or on its behalf, as may be necessary or desirable in connection with the furtherance of the resolutions approving the change in the Corporations corporate name. SIXTH: The aforesaid action by the Board of Directors of the Corporation was taken pursuant to authority and power contained in the Articles of Incorporation of the Corporation. IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents to be signed in its name and on its behalf by its Vice President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 26th day of February, 1998. MANNING & NAPIER FUND, INC. By: /s/B. Reuben Auspitz B. Reuben Auspitz Vice President [SEAL] Attest: /s/ Jodi Hedberg Jodi Hedberg Secretary EX-99.B2(A) 10 MANNING & NAPIER FUND, INC. BY-LAWS ARTICLE I STOCKHOLDERS Section 1. Place of Meeting. All meetings of the stockholders shall be held at the principal office of the Corporation or at any such place within or without the State of Maryland as may from time to time be designated by the Board of Directors and stated in the notice of meeting. Section 2. Annual Meeting. An annual meeting of the stockholders of the Corporation shall not be required to be held in any year in which the Investment Company Act of 1940, as amended does not require that the corporation obtain stockholder approval (i) for the election of director(s), (ii) of any contract with an investment advisor or principal underwriter, as those terms are defined in the Investment Company Act of 1940, as amended, that the corporation enters into, or renewal or amendment thereof, or (iii) for the selection of the corporation's independent public accountants. In any year in which an annual meeting of stockholders is not required to be held, the Board of Directors may, but shall not be required to, determine to hold a meeting of the stockholders of the corporation. The meeting, if any, of the stockholders of the corporation shall be held on the date established by the Board of Directors during the fourth month following the close of the corporation's fiscal year, or on such other date as the Board of Directors may from time to time determine, for the purpose of transacting any business as may properly be brought before the meeting. Section 3. Special or Extraordinary Meetings. Special or extraordinary meetings of the stockholders for any purpose or purposes may be called by the President or by the Chairman of the Board of Directors, if any, or by the Board of Directors, and shall be called by the Secretary upon receipt of the request in writing signed by stockholders holding not less than one quarter in amount of the entire capital stock issued and outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting. Section 4. Notice of Meetings of Stockholders. Written or printed notice of every meeting of stockholders, stating the time and place thereof (and the general nature of the business proposed to be transacted at any special or extraordinary meeting), shall be given to each stockholder entitled to vote thereat not less than the minimum nor more than the maximum number of days permitted under the laws of Maryland, by leaving the same with him or at his residence or usual place of business or by mailing it, postage prepaid, and addressed to him at his address as it appears upon the books of the Corporation. No notice of the time, place or purpose of any meeting of stockholders need be given to any stockholder who attends in person or by proxy or to any stockholder who, in writing executed and filed with the records of the meeting, either before or after the holding thereof, waives such notice. Section 5. Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, to exercise any rights in respect of any stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date which shall not be less than the minimum nor more than the maximum number of days prior to the scheduled date of such meeting or prior to such action, as the case may be, permitted by the laws of Maryland. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting. Section 6. Quorum, Adjournment of Meetings. The presence in person or by proxy of the holders of record of one-third of the shares of the stock of the Corporation issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the stockholders. If at any meeting of the stockholders there shall be less than a quorum present, the stockholders present at such meeting may, without further notice, adjourn the same from time to time until a quorum shall attend, but no business shall be transacted at any such adjourned meeting except such as might have been lawfully transacted had the meeting not been adjourned. Section 7. Voting and Inspectors. At all meetings of stockholders, every stockholder of record entitled to vote thereat shall be entitled to vote at such meeting either in person or by proxy appointed by instrument in writing subscribed by such stockholder or his duly authorized attorney. No proxy which is dated more than eleven months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force. All elections shall be had and all questions decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided in the Articles of Incorporation or in these By-Laws or by specific statutory provision superseding the restrictions and limitations contained in the Articles of Incorporation or in these By-Laws. At any election of Directors, the Board of Directors prior thereto may, or, if they have not so acted, the chairman of the meeting may, and upon the request of the holders of ten percent of the stock entitled to vote at such election shall, appoint two inspectors of election who shall first subscribe an oath or affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken. No candidate for the office of Director shall be appointed such Inspector. The chairman of the meeting may cause a vote by ballot to be taken upon any election or matter, and such vote shall be taken upon the request of the holders of ten percent of the stock entitled to vote on such election matter. Section 8. Conduct of Stockholders' Meeting. The meetings of the stockholders shall be presided over by the Chairman of the Board of Directors, or if a Chairman shall not have been elected or be present, by the President, or if he shall not be present, by a Vice-President, or if none of them is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then the chairman of the meeting shall appoint a secretary. Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting of the stockholders, all proxies shall be received and taken in charge of, and all ballots shall be received and canvassed by, the secretary of the meeting, who shall decide all questions touching the qualifications of voters, the validity of the proxies, and the acceptance or rejection of votes, unless inspectors of election shall have been appointed as provided in these By-Laws in which event such inspectors of election shall decide all such questions. ARTICLE II BOARD OF DIRECTORS Section 1. Number of Tenure of Office. The business and affairs of the Corporation shall be conducted and managed by a Board of Directors consisting of that number of Directors specified by the Articles of Incorporation as originally filed, which number may be increased or decreased as provided in Section 3 of this Article. Each Director shall hold office until the annual meeting of stockholders of the Corporation next succeeding his election or until his successor is duly elected and qualifies. Directors need not be stockholders. Section 2. Vacancies. Subject to the provisions of the Investment Company Act of 1940 or any rule, regulation or order thereunder (collectively referred to herein as the "1940 Act"), any vacancy in the Board of Directors occurring otherwise than by reason of any increase in the number of Directors authorized for the Corporation shall be filled in accordance with the applicable laws of Maryland. Section 3. Increase or Decrease in Number of Directors. By the vote of a majority of the entire Board, the Board of Directors may increase the number of Directors to a number not exceeding fifteen, and may elect Directors to fill the vacancies created by any such increase in the number of Directors, to hold office until the next annual meeting of the stockholders or until their successors are duly elected and qualify. By a vote of a majority of the entire Board, the Board of Directors likewise may decrease the number of Directors to a number not less than three, but the tenure of office of any Director shall not be affected by any such decrease made by the Board. In the event that after proxy material has been printed or otherwise reproduced for a meeting of stockholders at which Directors are to be elected, any one or more nominees for Director nominated by management of the Corporation dies or becomes incapacitated and thereby unable to serve in such office, the authorized number of Directors shall be reduced automatically by the number of such deceased or incapacitated nominees, and such deceased or incapacitated nominee's name shall be stricken automatically from the names of those nominated, unless the Board of Directors prior to the meeting shall determine otherwise. Section 4. Place of Meeting. The Directors may hold their meetings, have one or more offices, and keep the books of the Corporation outside the State of Maryland, at any office or offices of the Corporation or at any other place as they may from time to time by resolution determine, or, in the case of meetings, as they may from time to time by resolution determine or as shall be specified or fixed in the respective notices or waivers of notice thereof. Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and on such notice, if any, as the Directors may from time to time determine. Section 6. Special Meetings. Special meetings of the Board of Directors may be held from time to time upon call of the President or the Chairman of the Board of Directors, if any, or of a majority of the Directors, by oral, telegraphic or written notice duly served on, sent or mailed to each Director not less than one day before each such meeting. No notice need be given to any Director who attends in person or to any Director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Such notice or waiver of notice need not state the purpose or purposes of such meeting. Section 7. Quorum. One-third of the Directors then in office shall constitute a quorum for the transaction of business, provided that a quorum shall in no case be less than two Directors. If at any meeting of the Board there shall be less than a quorum present (in person or by open telephone line, to the extent permitted by the 1940 Act), a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained. The act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise specifically be provided by statute, by the Articles of Incorporation or by these By-Laws. Section 8. Executive Committee. By the affirmative vote of a majority of the entire Board, the Board of Directors may elect from the Directors an Executive Committee to consist of such number of Directors as the Board may from time to time determine. The Board of Directors by such affirmative vote shall have power at any time to change the members of such Committee and may fill vacancies in the Committee by election from the Directors. When the Board of Directors is not in session, the Executive Committee shall have and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation (including the power to authorize the seal of the Corporation to be affixed to all papers which may require it) except as provided by law. The Executive Committee may fix its own rules of procedure and may meet, when and as provided by such rules or by resolution of the Board of Directors, but in every case the presence of a majority shall be necessary to constitute a quorum. In the absence of any member of the Executive Committee the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member. Section 9. Other Committees. By the affirmative vote of a majority of the entire Board, the Board of Directors may appoint other committees which shall in each case consist of such number of members (not less than two) and shall have and may exercise such powers as the Board may determine in the resolution appointing them. A majority of all members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the members and powers of such committee, to fill vacancies, and to discharge any such committee. Section 10. Informal Action by and Telephone Meetings of Directors and Committees. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken, except as otherwise required by the 1940 Act, if a written consent to such action is signed by all members of the Board, or of such committee, as the case may be, and filed with the minutes of the proceedings of the Board or Committee. Subject to the 1940 Act, members of the Board of Directors or a committee thereof may participate in a meeting by means of a conference telephone or similar communications equipment; such participation shall, except as otherwise required by the 1940 Act, have the same effect as presence in person. Section 11. Compensation of Directors. Directors shall be entitled to receive such compensation from the Corporation for their services as may from time to time be voted by the Board of Directors. ARTICLE III OFFICERS Section 1. Executive Officers. The executive officers of the Corporation shall be chosen by the Board of Directors. These may include a Chairman of the Board of Directors, who shall be a Director, and shall include a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer. The Board of Directors or the Executive Committee may also in their discretion appoint Assistant Secretaries, Assistant Treasurers and other officers, agents and employees, each of whom shall hold office at the pleasure of the Board or Executive Committee, or until his earlier resignation, removal or other termination of employment and shall have such authority and perform such duties as the Board or Executive Committee may determine. The Board of Directors may fill any vacancy which may occur in any office. Any two offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law or these By-Laws to be executed, acknowledged or verified by two or more officers. Section 2. Term of Office. The term of office of all officers shall be one year and until their respective successors are chosen and qualified; however, any officer may be removed from office at any time with or without cause by the vote of a majority of the entire Board of Directors. Section 3. Powers and Duties. The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be conferred by the Board of Directors or the Executive Committee. ARTICLE IV CAPITAL STOCK Section 1. Certificate of Shares. Each stockholder of the Corporation upon request shall be entitled to a certificate or certificates evidencing his interest in the Corporation, in such form as the Board of Directors may from time to time prescribe. Section2. Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney or legal representative, upon surrender and cancellation of certificates, if any, for the same number of shares of the same class, duly endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; in the case of shares not represented by certificates, the same or similar requirements may be imposed by the Board of Directors. Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the name and address of the stockholders and the number of shares held by them respectively, shall be kept at the principal offices of the Corporation or, if the Corporation employs a transfer agent, at the offices of the transfer agent of the Corporation. Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors may determine the conditions upon which a new certificate of stock of the Corporation of any class may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in their discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety to the Corporation and the transfer agent, if any, to indemnify it and such transfer agent against any and all loss claims which may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed. ARTICLE V CORPORATE SEAL The Board of Directors shall provide a suitable corporate seal, in such form and bearing such inscriptions as it may be determined. ARTICLE VI FISCAL YEAR The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors. ARTICLE VII AMENDMENT OF BY-LAWS The By-Laws of the Corporation may be altered, amended, added to or repealed by the stockholders or by majority vote of the entire Board of Directors, but any such alteration, amendment, addition or repeal of the By-Laws by action of the Board of Directors may be altered or repealed by the stockholders. MANNING & NAPIER FUND, INC AMENDMENT TO THE BY-LAWS By a unanimous vote of the Board of Directors at a meeting held on June 11, 1987 the following change to the Corporation's By-Laws was adopted: Section 2. Annual Meeting. An annual meeting of the stockholders of the Corporation shall not be required to be held in any year in which the Investment Company Act of 1940, as amended, does not require that the corporation obtain stockholder approval (i) for the election of director(s), (ii) of any contract with an investment advisor or principal underwriter, as those terms are defined in the Investment Company Act of 1940, as amended, that the corporation enters into, or renewal or amendment thereof, or (iii) for the selection of the corporation's independent public accountants. In any year in which an annual meeting of stockholders is not required to be held, the Board of Directors may, but shall not be required to, determine to hold a meeting of the stockholders of the corporation. The meeting, if any, of the stockholders of the corporation shall be held on the date established by the Board of Directors during the fourth month following the close of the corporation's fiscal year, or on such other date as the Board of Directors may from time to time determine, for the purpose of transacting any business as may properly be brought before the meeting. MANNING & NAPIER FUND, INC AMENDMENT TO THE BY-LAWS By a unanimous vote of the Board of Directors at a meeting held on October 19, 1990 the following change to the Corporation's By-Laws was adopted: Section 2. Annual Meeting. An annual meeting of the stockholders of the Corporation shall not be required to be held in any year in which stockholders are not required to elect directors under the Investment Company Act of 1940 (the "1940 Act") even if the Corporation is holding a meeting of the stockholders for a purpose other than the election of directors. If the Corporation is required by the 1940 Act to hold a meeting to elect directors, the meeting shall be designated as the Annual Meeting of stockholders for that year and shall be held within 120 days after the occurrence of an event requiring the election of directors. The Board of Directors may, in its discretion, hold a meeting to be designated as the Annual Meeting of stockholders on a date within the thirty-one day period, March 16 through April 15, in any year where an election of directors by stockholders is not required under the 1940 Act. The date of an Annual Meeting shall be set by appropriate resolution of the Board of Directors, and stockholders shall vote on the election of directors and transact any other business as may be properly brought before the Annual Meeting EX-99.B4(B) 11 MANNING & NAPIER FUND, INC. ARTICLE SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principle office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The board of directors of the Corporation, at a meeting duly convened and held on July 3, 1986, adopted a resolution classifying: Ten million (10,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, and with an aggregate par value of One Hundred Thousand Dollars ($100,00) as Class A Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, and with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class B Common Stock; Ten million (10,000,000) unissued share of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of One Hundred Thousand Dollars ($1000,000) as Class D Common Stock; Ten million (10,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, and with an aggregate par value of One Hundred Thousand ($100,00) as Class E Common Stock; and Ten Million (10,000,000) shares of the common stock of the Corporation, par value $.01 per share, and with an aggregate par value of One Hundred Thousand Dollars ($100,000) as Class F Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms f redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the board of directors of the Corporation as follows: A description, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been charged by the board of directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the board of directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on July 3, 1986 Manning & Napier Fund, Inc. By: /s/ William Manning William Manning President Attest: /s/ B. Reuben Auspitz B. Reuben Auspitz /s/ William Manning William Manning EX-99.B4(C) 12 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The board of directors of the Corporation, at a meeting duly convened and held on January 12, 1989, adopted resolutions classifying an additional 100 million unissued and unclassified shares of the common stock of the Corporation (par value $.01 per share) as follows: Ten Million (10,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class A common stock, representing the shares of the Manning & Napier Fund, Inc. Small Cap Series, so that a total of 20,000,000 shares of the Corporation are currently classified as shares of Class A common stock; Fifty Million (50,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class B common stock, representing the shares of Manning & Napier Fund, Inc. Discounted Expectations Strategy Series, so that a total of 100,000,000 shares of the Corporation are currently classified as shares of Class B common stock; Ten Million (10,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class C common stock, representing the shares of Manning & Napier Fund, Inc. Energy Series, so that a total of 20,000,000 shares of the Corporation are currently classified as shares of Class C common stock; Ten Million (10,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class D common stock, representing the shares of Manning & Napier Fund, Inc. Technology Series, so that a total of 20,000,000 shares of the Corporation are currently classified as shares of Class D common stock. Ten Million (10,000,000) authorized, unissued and unclassified shares of the Corporation (par value of $.01 per share) were classified and designated as Class E common stock, representing the shares of Manning & Napier Fund, Inc. Commodity Series, so that a total of 20,000,000 shares of the Corporation are currently classified as shares of Class E common stock; and Ten Million (10,000,000) authorized, unissued and unclassified shares of the Corporation ( par value of $.01 per share) were classified and designated as Class F common stock, representing the shares of Manning & Napier Fund, Inc. Financial Services Series, so that a total of 20,000,000 shares of the Corporation are currently classified as shares of Class F common stock. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption as set or changed by the board of directors of the Corporation as follows: A description, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the board of directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the board of directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on January 19, 1989. Manning & Napier Fund, Inc. By: /s/ William Manning William Manning President Attest: /s/ B. Reuben Auspitz B. Reuben Auspitz, Secretary THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B4(D) 13 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on September 22, 1989, adopted resolutions classifying: Twenty million (20,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Two Hundred Thousand Dollars ($200,0000) as Class G Common Stock, and Twenty million (20,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Two Hundred Thousand Dollars ($200,000) as Class H Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on September 22, 1989. Manning & Napier Fund, Inc. By: /s/ William Manning William Manning President Attest: /s/ B. Reuben Auspitz B. Reuben Auspitz Secretary THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B4(E) 14 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that the Board of directors of the Corporation, pursuant to Section 2-408(c) of the Maryland General Corporation Law, and in lieu of a meeting of the board of directors, adopted the following series fund name change on November 7, 1989 by written unanimous consent of the board: The name of the Discounted Expectations Strategy Series (currently classified as Class B common stock) of the Corporation be changed to the Systematic Equity Series (hereby designated as Class B common stock). IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on November 8, 1989. Manning & Napier Fund, Inc. By: /s/ William Manning William Manning President Attest: /s/ B. Reuben Auspitz B. Reuben Auspitz, Secretary THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B4(F) 15 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on October 19, 1990, adopted resolutions classifying: Twenty million (20,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Two Hundred Thousand Dollars ($200,0000) as Class I Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on October 19, 1990. Manning & Napier Fund, Inc. By: /s/ William Manning William Manning President Attest: /s/ Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ William Manning William Manning EX-99.B4(G) 16 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on April 27, 1992, adopted resolutions classifying: Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class J Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on April 27, 1992. Manning & Napier Fund, Inc. By: /s/ B. Reuben Auspitz B. Reuben Auspitz, Vice-President Attest: /s/ Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(H) 17 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on April 29, 1993, adopted resolutions classifying: Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class K Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class L Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class M Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class N Common Stock; and Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class O Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on April 29, 1993. Manning & Napier Fund, Inc. By: /s/ B. Reuben Auspitz B. Reuben Auspitz, Vice-President Attest: /s/ Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(I) 18 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on September 23, 1993, adopted resolutions classifying: Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class P Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class Q Common Stock; Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class R Common Stock; and Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class S Common, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on September 23, 1993. Manning & Napier Fund, Inc. By: /s/ B. Reuben Auspitz B. Reuben Auspitz, Vice-President Attest: /s/ Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(J) 19 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on January 17, 1994, adopted resolutions classifying: Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class T Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on January 17, 1994. Manning & Napier Fund, Inc. By: /s/ B. Reuben Auspitz B. Reuben Auspitz Attest: /s/ Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(K) 20 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on December 13, 1995, adopted resolutions classifying: Fifty million (50,000,000) of the unissued shares of the common stock of the Corporation, par value $.01 per share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class U Common Stock, by setting before the issuance of such shares, the preferences, rights, voting powers, restrictions, limitations as to dividends, qualification or terms of redemption of, and the conversion or other rights, thereof as hereinafter set forth. SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on December 13, 1995. Manning & Napier Fund, Inc. By:/s/B. Reuben Auspitz B. Reuben Auspitz, Vice President Attest: /s/Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(L) 21 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER Manning & Napier Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on April 22, 1996, adopted resolutions classifying an additional One hundred fifty million (150,000,000) of the unissued shares of the common stock of the Corporation (par value $.01 per share) as follows: Twenty Million (20,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class A common stock of the Corporation so that a total of 50,000,000 shares of the Corporation are currently classified as shares of Class A common stock; Twenty Million (20,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class D common stock of the Corporation, so that a total of 50,000,000 shares of the Corporation are currently classified as shares of Class D common stock; Twenty Million (20,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class G common stock of the Corporation, so that a total of 50,000,000 shares of the Corporation are currently classified as shares of Class G common stock; Twenty Million (20,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class H common stock of the Corporation, so that a total of 50,000,000 shares of the Corporation are currently classified as shares of Class H common stock; Twenty Million (20,000,000) authorized, unissued and unclassified shares of the Corporation (par value $.01 per share) were classified and designated as Class I common stock of the Corporation, so that a total of 50,000,000 shares of the Corporation are currently classified as shares of Class I common stock; SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description, preference, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of common stock of the Corporation are set forth in Article Fifth of the Corporation's Articles of Incorporation, as amended, and have not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors pursuant to authority and power contained in the charter of the Corporation. IN WITNESS WHERREOF, Manning & Napier Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and attested by its Secretary on April 22, 1996. Manning & Napier Fund, Inc. /s/ B. Reuben Auspitz B. Reuben Auspitz, Vice President Attest: /s/Barbara Lapple Barbara Lapple, Secretary THE UNDERSIGNED, Vice President of Manning & Napier Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz EX-99.B4(M) 22 MANNING & NAPIER FUND, INC. ARTICLES SUPPLEMENTARY MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation organized under the laws of the State of Maryland, having its principal place of business at 1100 Chase Square, Rochester, New York 14604, does hereby file for record with the State Department of Assessments and Taxation of Maryland the following Articles Supplementary to its Articles of Incorporation: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. As hereinafter set forth, the Corporation has reclassified its authorized, unissued and classified capital stock in accordance with Section 2-208 of the Maryland General Corporation Law and under authority contained in the Articles of Incorporation of the Corporation and has classified its authorized, unissued and unclassified capital stock in accordance with Section 2-105(c) of the Maryland General Corporation Law and under authority contained in the Articles of Incorporation of the Corporation. SECOND: Immediately before the reclassification and classification hereinbefore set forth and upon filing for record these Articles Supplementary, the Corporation had authority to issue one billion (1,000,000,000) shares of the Corporation of the par value of ($.01) per share and of the aggregate par value of ten million dollars ($10,000,000), designated and classified as follows:
TYPE OF SHARES NUMBER Small Cap Series Class A 50,000,000 shares Maximum Horizon Series Class A 100,000,000 shares Energy Series Class A 20,000,000 shares Technology Series Class A 50,000,000 shares Defensive Series Class A 50,000,000 shares Financial Services Series Class A 20,000,000 shares International Series Class A 50,000,000 shares Tax Managed Series Class A 50,000,000 shares Life Sciences Series Class A 50,000,000 shares Global Fixed Income Series Class A 50,000,000 shares TYPE OF SHARES NUMBER Blended Asset Series I Class A 50,000,000 shares Blended Asset Series II Class A 50,000,000 shares Flexible Yield Series I Class A 50,000,000 shares Flexible Yield Series II Class A 50,000,000 shares Flexible Yield Series III Class A 50,000,000 shares New York Tax Exempt Series Class A 50,000,000 shares Ohio Tax Exempt Series Class A 50,000,000 shares Diversified Tax Exempt Series Class A 50,000,000 shares World Fund Class A 50,000,000 shares World Opportunities Series Class A 50,000,000 shares Unclassified 10,000,000 shares
THIRD: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified fifty million (50,000,000) of the authorized, unissued and classified shares of the World Fund Class A Shares as unclassified shares. FOURTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Small Cap Series Class A Shares as unclassified. FIFTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Small Cap Series Class B Shares, of the par value of ($.01) per share. SIXTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Small Cap Series Class C Shares, of the par value of ($.01) per share. SEVENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Small Cap Series Class D Shares, of the par value of ($.01) per share. EIGHTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Small Cap Series Class E Shares, of the par value of ($.01) per share. NINTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1996, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the World Opportunities Series Class A as unclassified. TENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as World Opportunities Series Class B Shares, of the par value of ($.01) per share. ELEVENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as World Opportunities Series Class C Shares, of the par value of ($.01) per share. TWELFTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as World Opportunities Series Class D Shares, of the par value of ($.01) per share. THIRTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as World Opportunities Series Class E Shares, of the par value of ($.01) per share. FOURTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Blended Asset Series I Class A as unclassified. FIFTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series I Class B Shares, of the par value of ($.01) per share. SIXTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series I Class C Shares, of the par value of ($.01) per share. SEVENTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series I Class D Shares, of the par value of ($.01) per share. EIGHTEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series I Class E Shares, of the par value of ($.01) per share. NINETEENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Blended Asset Series II Class A as unclassified. TWENTIETH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series II Class B Shares, of the par value of ($.01) per share. TWENTY-FIRST: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series II Series Class C Shares, of the par value of ($.01) per share. TWENTY-SECOND: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series II Series Class D Shares, of the par value of ($.01) per share. TWENTY-THIRD: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Blended Asset Series II Series Class E Shares, of the par value of ($.01) per share. TWENTY-FOURTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Defensive Series Class A as unclassified. TWENTY-FIFTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Defensive Series Class B Shares, of the par value of ($.01) per share. TWENTY-SIXTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Defensive Series Class C Shares, of the par value of ($.01) per share. TWENTY-SEVENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Defensive Series Class D Shares, of the par value of ($.01) per share. TWENTY-EIGHTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Defensive Series Class E Shares, of the par value of ($.01) per share. TWENTY-NINTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Flexible Yield Series I Class A as unclassified. THIRTIETH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series I Class B Shares, of the par value of ($.01) per share. THIRTY-FIRST: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series I Class C Shares, of the par value of ($.01) per share. THIRTY-SECOND: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series I Class D Shares, of the par value of ($.01) per share. THIRTY-THIRD: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series I Class E Shares, of the par value of ($.01) per share. THIRTY-FOURTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Flexible Yield Series II Class A as unclassified. THIRTY-FIFTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series II Class B Shares, of the par value of ($.01) per share. THIRTY-SIXTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series II Class C Shares, of the par value of ($.01) per share. THIRTY-SEVENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series II Class D Shares, of the par value of ($.01) per share. THIRTY-EIGHTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series II Class E Shares, of the par value of ($.01) per share. THIRTY-NINTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Flexible Yield Series III Class A as unclassified. FORTIETH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series III Class B Shares, of the par value of ($.01) per share. FORTY-FIRST: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series III Class C Shares, of the par value of ($.01) per share. FORTY-SECOND: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series III Class D Shares, of the par value of ($.01) per share. FORTY-THIRD: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Flexible Yield Series III Class E Shares, of the par value of ($.01) per share. FORTY-FOURTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twelve million five hundred thousand (12,500,000) of the authorized, unissued and classified shares of the Tax Managed Series Class A as unclassified. FORTY-FIFTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Tax Managed Series Class B Shares, of the par value of ($.01) per share. FORTY-SIXTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Tax Managed Series Class C Shares, of the par value of ($.01) per share. FORTY-SEVENTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Tax Managed Series Class D Shares, of the par value of ($.01) per share. FORTY-EIGHTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified two million five hundred thousand (2,500,000) of the authorized, unissued and unclassified shares of the Corporation as Tax Managed Series Class E Shares, of the par value of ($.01) per share. FORTY-NINTH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, reclassified twenty five million (25,000,000) of the authorized, unissued and classified shares of the Maximum Horizon Series Class A as unclassified. FIFTIETH: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Maximum Horizon Series Class B Shares, of the par value of ($.01) per share. FIFTY-FIRST: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified ten million (10,000,000) of the authorized, unissued and unclassified shares of the Corporation as Maximum Horizon Series Class C Shares, of the par value of ($.01) per share. FIFTY-SECOND: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Maximum Horizon Series Class D Shares, of the par value of ($.01) per share. FIFTY-THIRD: Pursuant to the authority contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, by a resolution adopted at a meeting held on September 25, 1997, classified five million (5,000,000) of the authorized, unissued and unclassified shares of the Corporation as Maximum Horizon Series Class E Shares, of the par value of ($.01) per share. FIFTY-FOURTH: Each share of each class of the Corporations Common Stock shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to the dividends, qualifications, and terms and conditions of redemption that are set forth in the Fund's Articles of Incorporation with respect to its shares of capital stock. FIFTY-FIFTH: For any class or series that adopts a rule 12b-1 plan pursuant to the Investment Company Act of 1940, expenses related to the distribution of, and other identified expenses that should properly be allocated to, the shares of such particular class or series of capital stock may be charged to and borne solely by such class or series and the bearing of expenses solely by that class or series of capital stock may be appropriately reflected (in a manner determined by the Board of Directors) and cause differences in the net asset value attributable to, and the dividend, redemption and liquidation rights of, the shares of each such class or series of capital stock. FIFTY-SIXTH: Immediately after the reclassification and classification hereinbefore set forth and upon filing for record these Articles Supplementary, the Corporation has authority to issue one billion (1,000,000,000) shares of the Corporation of the par value of ($.01) per share and of the aggregate par value of ten million dollars ($10,000,000), designated and classified as follows:
TYPE OF SHARES NUMBER Small Cap Series Class A 37,500,000 shares Small Cap Series Class B 2,500,000 shares Small Cap Series Class C 5,000,000 shares Small Cap Series Class D 2,500,000 shares Small Cap Series Class E 2,500,000 shares Maximum Horizon Series Class A 75,000,000 shares Maximum Horizon Series Class B 5,000,000 shares Maximum Horizon Series Class C 10,000,000 shares Maximum Horizon Series Class D 5,000,000 shares Maximum Horizon Series Class E 5, 000,000 shares Energy Series Class A 20,000,000 shares Technology Series Class A 50,000,000 shares Defensive Series Class A 37,500,000 shares Defensive Series Class B 2,500,000 shares Defensive Series Class C 5,000,000 shares Defensive Series Class D 2,500,000 shares Defensive Series Class E 2,500,000 shares Financial Services Series Class A 20,000,000 shares International Series Class A 50,000,000 shares Tax Managed Series Class A 37,500,000 shares TYPE OF SHARES NUMBER Tax Managed Series Class B 2,500,000 shares Tax Managed Series Class C 5,000,000 shares Tax Managed Series Class D 2,500,000 shares Tax Managed Series Class E 2,500,000 shares Life Sciences Series Class A 50,000,000 shares Global Fixed Income Series Class A 50,000,000 shares Blended Asset Series I Class A 37,500,000 shares Blended Asset Series I Class B 2,500,000 shares Blended Asset Series I Class C 5,000,000 shares Blended Asset Series I Class D 2,500,000 shares Blended Asset Series I Class E 2,500,000 shares Blended Asset Series II Class A 37,500,000 shares Blended Asset Series II Class B 2,500,000 shares Blended Asset Series II Class C 5,000,000 shares Blended Asset Series II Class D 2,500,000 shares Blended Asset Series II Class E 2,500,000 shares Flexible Yield Series I Class A 37,500,000 shares Flexible Yield Series I Class B 2,500,000 shares Flexible Yield Series I Class C 5,000,000 shares Flexible Yield Series I Class D 2,500,000 shares TYPE OF SHARES NUMBER Flexible Yield Series I Class E 2,500,000 shares Flexible Yield Series II Class A 37,500,000 shares Flexible Yield Series II Class B 2,500,000 shares Flexible Yield Series II Class C 5,000,000 shares Flexible Yield Series II Class D 2,500,000 shares Flexible Yield Series II Class E 2,500,000 shares Flexible Yield Series III Class A 37,500,000 shares Flexible Yield Series III Class B 2,500,000 shares Flexible Yield Series III Class C 5,000,000 shares Flexible Yield Series III Class D 2,500,000 shares Flexible Yield Series III Class E 2,500,000 shares New York Tax Exempt Series Class A 50,000,000 shares Ohio Tax Exempt Series Class A 50,000,000 shares Diversified Tax Exempt Series Class A 50,000,000 shares World Opportunities Series Class A 37,500,000 shares World Opportunities Series Class B 2,500,000 shares World Opportunities Series Class C 5,000,000 shares World Opportunities Series Class D 2,500,000 shares World Opportunities Series Class E 2,500,000 shares Unclassified 60,000,000 shares
FIFTY-SEVENTH: The aforesaid action by the Board of Directors of the Corporation was taken pursuant to authority and power contained in the Articles of Incorporation of the Corporation. IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents 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 26th day of September, 1997. MANNING & NAPIER FUND, INC. By: /s/ B. Reuben Auspitz B. Reuben Auspitz President [SEAL] Attest: /s/ Jodi Hedberg Jodi Hedberg Secretary THE UNDERSIGNED, President of MANNING & NAPIER FUND, INC., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles Supplementary to the Charter 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 therein 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 EX-99.B4(N) 23 MANNING & NAPIER FUND, INC. CERTIFICATE OF CORRECTION MANNING & NAPIER FUND, INC. (the Corporation), a corporation organized under the laws of the State of Maryland, in accordance with Section 1-207 of the Maryland General Corporation Law, does hereby file for record with the State Department of Assessments and Taxation of Maryland, the following Certificate of Correction: FIRST, The title of the document filed by the Corporation to be corrected is Manning & Napier Fund, Inc. Articles Supplementary filed with the State Department of Assessments and Taxation on October 3, 1997 at 12:08 p.m. SECOND, The execution of the Articles Supplementary and Verification thereto were defectively executed. THIRD, The Articles Supplementary and Verification thereto were executed by B. Reuben Ausptiz, in his capacity as Vice President of Manning & Napier Fund, Inc., however, the Articles Supplementary and Verification each incorrectly identified him as the President of Manning & Napier Fund, Inc. FOURTH, The Articles Supplementary and Verification thereto are hereby corrected to indicate that such document were executed by B. Reuben Auspitz in his capacity as Vice President of Manning & Napier Fund, Inc. IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents to be signed in its name and on its behalf by its Vice President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 23rd day of February, 1998. MANNING & NAPIER FUND, INC. By: /s/ B. Reuben Auspitz B. Reuben Auspitz Vice President [SEAL] Attest: /s/ Jodi Hedberg Jodi Hedberg Secretary THE UNDERSIGNED, Vice President of MANNING & NAPIER FUND, INC., who executed on behalf of said corporation the foregoing Certificate of Correction to the Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Certificate of Correction to the 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 therein are true in all material respects, under the penalties of perjury. /s/ B. Reuben Auspitz B. Reuben Auspitz Vice President EX-99.B5(A) 24 MANNING & NAPIER FUND, INC. INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 30th day of April, 1993, by and between MANNING & NAPIER FUND, INC. (the "Fund"), a corporation organized under the laws of the State of Maryland, and MANNING & NAPIER ADVISORS, INC. (the "Advisors".) WITNESSETH: In consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed by and between the parties hereto as follows: 1. In General The Advisor agrees, all as more fully set forth herein, to act as managerial investment advisor to the Fund with respect to the investment of its assets and to supervise and arrange the purchase and sale of securities held in each portfolio or the Fund and generally administer the affairs of the Fund. 2. Duties and Obligations of the Advisor with respect to Management of the Fund (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Directors of the Fund, the Advisor shall: (i) Decide what securities shall be purchases or sold by each portfolio of the Fund and when; and (ii) Arrange for the purchase and the sale of securities held in each portfolio of the Fund by placing purchase and sale orders for the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Articles of Incorporation and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Directors of the Fund; and (5) the fundamental policies of the Fund, as reflected in its registration statement under the Act, or as amended by the shareholders of the Fund. (c) The Advisor shall also administer the affairs of the fund and, in connection therewith, shall be responsible for (i) maintaining the Fund's books and records (other than financial or accounting books and records or those maintained by the Fund's custodian, transfer agent or accounting services agent); (ii) overseeing the Fund's insurance relationships; (iii) preparing for the Fund (or assisting counsel and/or auditors in the preparation of) all required tax returns, proxy statements and reports to the Securities and Exchange Commission and any other governmental agency (the Fund agreeing to supply or to cause to be supplied to the Advisors all necessary financial and other information in connection with the foregoing); (iv) preparing such applications and reports as may be necessary to register or maintain the Fund's registration and/or the registration of its shares under the securities or "blue-sky" laws of the various states (the Fund agreeing to pay all filing fees or other similar fees in connection therewith); (v) responding to all inquiries or other communications of shareholders, if any, which are directed to the Advisor, or, if any such inquiry or communication is more properly to be responded to by the Fund's transfer agent, custodian or accounting services agent, including the negotiation of agreements in relation thereto and the supervision of the performance of such agreements; and (vii) authorizing and directing any of the Advisors' directors, officers and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. All services to be furnished by the Advisor under this agreement may be furnished through the medium of any such directors, officers and employees of the Advisor. (d) The Advisor shall give the Fund the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale, or retention of any security, whether or not such purchase, sale or retention shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, of such purchase, sale or retention shall have been made and such other individual, firm or corporation shall, have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Fund or its security holders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. (e) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the Act) of the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm, or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities or hedging instruments for its or their own accounts or for the accounts of others from whom it or they may be acting, provided, however, that in its judgment, will adversely affect the performance of its obligations to the Fund under this Agreement. The Fund agrees that the words "Manning & Napier" in its name is derived from the name of the Advisor and is property of the Advisor for copyright and all other purposes and that therefore such word may be freely used by the Advisor as to other investment companies or other investment products. The Fund further agrees that, in the event that the Advisor ceases to be the Fund's investment advisor for any reason, the Fund will (unless the Advisor otherwise consents in writing) promptly take all necessary steps to change its name to a name not including the words "Manning & Napier". (f) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The fund agrees to indemnify the Advisor to the full extent permitted by the Fund's Articles of Incorporation. 3 Broker-Dealer Relationships The Advisor is responsible for decisions to buy and sell securities for the Fund, broker - dealer selection, and negotiation of brokerage commission rates. The Advisor's primary consideration in effecting a securities transaction will be execution at the best available securities price. The Fund understands that a substantial amount of its portfolio transactions may be transacted with primary market makers acting as principle on a net basis, with no brokerage commission being paid by the Fund. Such principal transactions may, however, result in a profit to market makers. In certain instance the Advisor may make purchases of underwritten issues for the Fund at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction, the Advisor will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order, and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors of the Fund may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage or research services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Fund. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Advisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Advisor shall determine, and the Advisor shall report in such allocations regularly to the Fund, indicating the broker dealers to whom such allocations have been made and the basis therefore. In this Agreement, the term "broker" and "broker-dealer" shall include futures commissions merchants. 4 Allocation of Expenses The Advisor agrees that it will furnish the Fund, at the Advisor's expense, with all office space and facilities, and equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Advisor will also pay all compensation of all Directors, officers and employees of the Fund who are affiliated persons of the Advisor. All costs and expenses not expressly assumed by the Advisor under this Agreement shall be paid by the Fund including but not limited to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses to its directors other than those affiliated with the Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Fund's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expense incident to the issuance of its shares or the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under Federal or State securities laws of the Fund or its shares; (ix) expenses of preparing, printing and mailing reports and notices and proxy materials to shareholders of the Fund (x) all other expenses incidental to holding meetings of the Fund's shareholders; (xi) dues or assessments of or contributions to the Investment Company Institute or any successor; and (xii) such non-recurring expenses as may arise, including litigation affecting the Fund and legal obligations which the Fund may have to indemnify its officers and Directors with respect thereto. 5 Compensation of the Advisor (a) The Fund agrees to pay the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor hereunder, an annual management fee payable monthly and computed in the net asset value of the Fund as of the close of business each business day at the annual rates included in Schedule A to this Agreement In the event the expenses of the Fund (including the fees of the Advisor and amortization of organization expenses but including interest, taxes, brokerage commissions, extraordinary expenses and sales charges and distribution fees) for any fiscal year exceed the limits set by applicable regulations of state securities commissions, the Advisor will reduce its fee by the amount of such excess. Any such reductions are subject to readjustment during the year. The payment of the management fee at the end of any month will be reduced pr postponed or, if necessary, a refund will be made to the Fund so that at no time will there be any accrued but unpaid liability under this expense limitation. 6. Duration and Termination (a) This Agreement shall go into effect on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect until the first meeting of the Fund's shareholders and if approved at the meeting, thereafter from year to year, but only so long as such continuance is specifically approved at least annually by the Fund's Board of Directors who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in persons at a meeting called for the purpose of voting of such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of the Fund and by such a vote of the Directors. (b) This Agreement may be terminated by the Advisor at any time without penalty upon giving the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Advisor sixty (60) days' written notice (which notice may be waived by the Advisor), provided that such termination by the Fund shall be directed or approved by the vote of the holders of a majority (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This agreement shall automatically terminate in the event of this assignment (as so defined). IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by duly authorized persons and their seals to be hereunto affixed, all of the day and year first above written. MANNING & NAPIER FUND, INC. By /s/ William Manning William Manning, President ATTEST /s/ Fonda Herrick Fonda Herrick MANNING & NAPIER ADVISORS INC. By /s/ B. Reuben Auspitz B. Reuben Auspitz, Executive Vice President ATTEST /s/ Brenda F. Watkins Brenda F. Watkins Schedule A FEE SCHEDULE The Fund agrees to pay the Advisor as full compensation for all services rendered by the Advisor hereunder, an annual management fee payable monthly and computed on the net asset value of the Fund as of the close of business each day at the annual rates listed below: A. For the Small Cap Series, the Economic Sector Series, the Energy Series, Technology Series, Commodity Series, Financial Services Series, International Series, Contrarian Series, Life Sciences Series, the Global Fixed Income, the Blended Asset Series I and the Blended Asset Series II, the Fund will pay the Advisor an annual management fee payable monthly and computed on the net asset value of the Fund as of the close of business each business day at the annual rate of 1% of such net asset value. B. The fund will pay the Advisor an annual management fee payable monthly and computed on the net asset value of the Fund as of the close of business each business day at the annual rate of .35% for the Flexible Yield Series I of such net asset value; (ii) .45% for the Flexible Yield Series II of such net asset value; and (iii) .50% for the Flexible Yield Series III of such net asset value. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Advisor"). RECITALS The Fund has executed and delivered the Investment Advisory Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor. The Agreement sets forth the rights and obligation of the parties with respect to the management of the Series or the Fund. The Fund has created three additional Series: the New York Tax Exempt Series, Ohio Tax Exempt Series and the Diversified Tax Exempt Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule A of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE New York Tax Exempt Series .50% Ohio Tax Exempt Series .50% Diversified Tax Exempt Series .50% The parties below have executed this Agreement as of September 23, 1993. MANNING & NAPIER FUND, INC. By: /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. By: /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 7-20-95 Tax Managed Series Blended Assets Defensive Series Blended Assets Growth Plus Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Advisor"). RECITALS The Fund has executed and delivered the Investment Advisory Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor. The Agreement sets forth the rights and obligation of the parties with respect to the management of the Series of the Fund. The Fund has created the Tax Managed Series, Blended Assets Defensive Series and the Blended Assets Growth Plus Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule A of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE Tax Managed Series 1.00% Blended Assets Defensive Series .80% Blended Assets Growth Plus Series 1.00% The parties below have executed this Agreement as of July 20, 1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A World Opportunities Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Advisor"). RECITALS The Fund has executed and delivered the Investment Advisory Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor. The Agreement sets forth the rights and obligation of the parties with respect to the management of the Series of the Fund. The Fund has created one additional Series: World Opportunities Fund (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule A of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE World Opportunities Fund 1.00% The parties below have executed this Agreement as of December 12,1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. EX-99.B6(A) 25 MANNING & NAPIER FUND, INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENT THIS AGREEMENT is made as of the 25th day of September, 1997 by and between Manning & Napier Fund, Inc., a Maryland corporation (the "Fund"), and Manning & Napier Investor Services, Inc., a New York corporation (the "Broker"). R E C I T A L S WHEREAS, the Fund is registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Broker is registered as a broker dealer under the Securities Exchange Act of 1934, as amended; and WHEREAS, the Fund and the Broker desire to enter an agreement to provide distribution services for the common stock shares of the Fund's Series (collectively, the "Series Shares") listed on Schedule A hereto, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. Appointment. The Fund hereby appoints the Broker as Distributor of the Series Shares for the period and on the terms set forth in this Agreement. The Broker accepts such appointment and agrees to render the services herein set forth. 2. Duties as Distributor. The Broker shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as Distributor. The Broker will act as Distributor subject to the supervision of the Fund's Board of Directors and the following understanding: (I) nothing herein contained shall be deemed to relieve or deprive the Board of Directors of the Fund of its responsibility for and control of the conduct of the Fund's affairs; and (ii) in all matters relating to the performance of this Agreement, the Broker will act in conformity with the Articles, By-laws and Prospectus and SAI of the Fund and with the instructions and directions of the Fund's Board of Directors and will conform to and comply with the requirements of the 1940 Act and all other applicable Federal or state laws and regulations. In carrying out its obligations hereunder, the Broker shall: (a) receive orders for the purchase of the Series Shares, accept or reject such orders on behalf of the Fund in accordance with the Fund's currently effective Prospectus and SAI and transmit such orders as are so accepted to the Fund's or its transfer agent as promptly as possible; (b) receive requests for redemption from holders of the Portfolio Shares and transmit such redemption requests to the Fund's or its transfer agent as promptly as possible; and respond to inquiries from the holders of the Series Shares concerning the status of their accounts with the Fund. 3. Distribution of Series Shares. The Broker shall be exclusive distributor of the Series Shares. It is mutually understood and agreed that the Broker does not undertake to sell all or any specific portion of Series Shares. The Fund shall not sell any of its Series Shares except through the Broker. Notwithstanding the provisions of the foregoing sentence: (a) the Fund may issue its Series Shares at their net asset value to any shareholder of the Fund purchasing such shares with dividends or other cash distributions received from the Fund pursuant to an offer made to all shareholders of the Series Shares; (b) the Broker may, and when requested by the Fund shall, suspend its efforts to effectuate sales of the Series Shares at any time when in the opinion of the Broker or of the Fund no sales should be made because of market or other economic considerations or abnormal circumstances of any kind; (c) the Fund may withdraw the offering of the Series Shares: (I) at any time with the consent of the Broker, or (ii) without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction; and (d) the price at which the Series Shares may be sold (the "offering price") shall be the net asset value per share, which shall be determined in the manner established from time to time by the Fund's Board of Directors and as set forth in the Fund's then current Prospectus and SAI. 4. Control by Board of Directors. Any distribution activities undertaken by the Broker pursuant to this Agreement, as well as any other activities undertaken by the Broker on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund. 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Broker shall at all times conform to: (a) all applicable provisions of the 1940 Act and any rules and regulations adopted thereunder; (b) the provisions of the Registration Statement of the Fund under the Securities Act of 1933 and the 1940 Act; (c) the provisions of the Articles of the Fund; (d) the provisions of the By-laws of the Fund; (e) the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") and all other self-regulatory organizations applicable to the sale of investment company shares; and (f) any other applicable provisions of state and Federal law. 6. Expenses. The expenses connected with the Series shares shall be allocable between the Fund and the Broker as follows: (a) The Broker shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out its obligations under this Agreement. (b) The Fund assumes and shall pay or cause to be paid all other expenses of the Fund (other than those expressly assumed by the Fund's investment advisor and sub-advisor), including, without limitation: the fees of the Funds investment advisor; any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, and any transfer, divided or accounting agent or agents appointed by the Fund; brokers commissions chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes, and fees payable by the Fund to Federal, state or other governmental agencies; the costs and expenses of engraving or printing of certificates representing shares of the Fund; all costs and expenses in connection with the registration and maintenance of registration of the Fund and its shares with the SEC and various states and other jurisdictions (including filing fees, legal fees and disbursements of counsel); the costs and expenses of printing, including typesetting, and distributing Prospectuses and SAI of the Fund and supplements thereto to the Funds shareholders; all expenses of shareholders and directors meetings and of preparing, printing and mailing of proxy statements and reports to shareholders; fees and travel expenses of directors or director members of any advisory board or committee; all expenses incident to the payment of any dividend, distribution, withdraw or redemption, whether in shares or in cash; charges and expenses of any outside services used for pricing of the Funds shares; fees and expense of legal counsel and of independent accountants, in connection with any matter relating to the fund; membership dues of industry associations; interest payable on Fund borrowings; postage; insurance premiums on property or personnel (including officers and directors) of the Fund which insure to its benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the Funds operation unless otherwise explicitly provided herein. 7. Delegation of Responsibilities. The Broker may, but shall not be under any duty to, perform services on behalf of the Fund which are not required by this Agreement upon the request of the Fund's Board of Directors. Such services will be performed on behalf of the Fund and the Broker's charge in rendering such services may be billed monthly to the Fund. Payment or assumption by the Broker of any Fund expense that the Broker is not required to pay or assume under this Agreement shall not relieve the Broker of any of its obligations to the Fund nor obligate the Broker to pay or assume any similar Fund expenses on any subsequent occasions. 8. Compensation. The Broker shall receive from the Fund: (1) all distribution and service fees, as applicable, at the rate and under the terms and conditions set forth in each Distribution Plan (collectively, Plans) adopted by the appropriate class of Series Shares, as such Plans may be amended from time to time, and subject to any further limitations on such fees as the Board of Directors may impose; (2) all deferred sales charges (DSCs), if any, applied on redemptions of the applicable class(es) of Series Shares on the terms and subject to such waivers as are described in the Funds Registration Statement and current prospectuses, as amended from time to time, or as otherwise required pursuant to applicable law; and (3) all front-end sales charges, if any, on purchases of the applicable Series Shares sold subject to such charges as described in the Funds Registration Statement and current prospectuses, as amended from time to time. The Broker, or brokers, dealers and other financial institutions and intermediaries that have entered into sub-distribution or dealer agreements with the Distributor, may collect the gross proceeds derived from the sale of such class(es) of Shares, remit the net asset value thereof to the fund upon receipt of the proceeds and retain the applicable sales charge. The Broker may reallow any or all of the distribution or service fee, contingent deferred sales charges and front-end sales charges which it is paid by the fund to such brokers, dealers and other financial institutions and intermediaries as the Broker may from time to time determine. 9. Non-Exclusivity. The services of the Broker to the Fund are not to be deemed to be exclusive, and the Broker shall be free to render distribution or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Broker may serve as officers or directors of the Fund, and that officers or directors of the Fund may serve as officers or directors of the Broker to the extent permitted by law; and that the officers and directors of the Broker are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies. 10. Term. This Agreement shall become effective at the close of business on the date hereof and shall continue in force and effect, subject to Section 12 hereof, for two years from the date hereof. 11. Renewal. Following the expiration of its initial two-year term, this Agreement shall continue in force and effect from year to year, provided that such continuance is specifically approved at least annually: (a)(I) by the Fund's Board of Directors or (ii) by the vote of a majority of the outstanding voting securities of the Series Shares (as defined in Section 2(a)(42) of the 1940 Act, and (b) by the affirmative vote of a majority of the directors who are not parties to this Agreement or "interested persons" (as defined by the 1940 Act) of any such party and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to this Agreement, by votes cast in person at a meeting specifically called for the purpose of voting on such approval. Notwithstanding any provision of this paragraph to the contrary, if the holders of any one series of the Series Shares of the Fund fail to approve this Agreement, the Broker may continue to serve as distributor to the other Series Shares of the Fund whose holders approved this Agreement and, in the manner and to the extent permitted by the 1940 Act, to the series of Series Shares of the Fund which did not approve this Agreement. 12. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund's Board of Directors or by vote of a majority of the members of the Board of Directors of the Fund who are not "interested persons" of the Fund and have no direct or indirect financial interest in the operation of this Agreement or in any agreement related to this Agreement, by vote of a majority of the Series Shares of the Fund's outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act), or by the Broker, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by either party. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" having the meaning defined in Section 2(a)(4) of the 1940 Act. 13. Amendments. This Agreement may be amended by the parties hereto only if such amendment is specifically approved (I) by the Board of Directors of the Fund or by the vote of a majority of outstanding voting securities of the Series Shares, and (ii) by a majority of those directors who are not parties to this Agreement or "interested persons" of any such party, which vote must be cast in person at a meeting called for the purpose of voting on such approval. 14. Liability of the Distributor. In the performance of its duties hereunder, the Broker shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but the Broker shall not be liable for any act or omission which loss does not constitute willful misfeasance, bad faith or gross negligence on the part of the Broker or reckless disregard by the Broker of its duties under this Agreement. 15. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund for this purpose and that of the Broker shall be 1100 Chase Square, Rochester, New York 14604. 16. Questions of Interpretation. This Agreement shall be implemented and continued in a manner consistent with the provisions of the 1940 Act. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Act. In addition, where the effect of a requirement of the 1940 reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above. MANNING & NAPIER FUND, INC. By:/s/ William Manning William Manning, President MANNING & NAPIER INVESTOR SERVICES, INC. By:/s/ B. Reuben Ausptiz B. Reuben Auspitz, President SCHEDULE A NAME OF SERIES Small Cap Series Maximum Horizon Series Energy Series Technology Series Defensive Series Financial Services Series International Series Tax Managed Series Life Science Series Global Fixed Income Series Blended Asset Series I Blended Asset Series II Flexible Yield Series I Flexible Yield Series II Flexible Yield Series III New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series World Opportunities Series EX-99.B8(A) 26 CUSTODY AGREEMENT AGREEMENT dated as of April 3, 1992, between MANNING & NAPIER FUND, INC., a Maryland corporation (the "Fund"), having its principal office and place of business at One Lincoln First Square, Suite 1100, Rochester, NY 14604 and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the " Custodian"), a Massachusetts trust company with its principal place of business at One Boston Place, Boston, Massachusetts 02108. WITNESSETH That for and in consideration of the mutual promises hereinafter set forth, the Fund and the Custodian agree as follows: 1. Definitions Whenever used in this Agreement or in any Schedules to this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Authorized Person" shall be deemed to include the persons duly authorized by the Board of Directors of the Fund to give Oral Instructions and Written Instructions on behalf of the Fund and listed in the certification annexed hereto as Appendix A or such other certification as may be received by the Custodian from time to time. (b) "Book-Entry System" shall mean the Federal Reserve/ Treasury book-entry system for United States and federal agency Securities, its successor or successors and its nominee or nominees. (c) "Certificate" shall mean any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian and signed on behalf of the Fund by any two Authorized Persons or any two officers thereof. (d)"Depository" shall mean The Depository Fund Company ("DTC"), a clearing agency registered with the Securities and Exchange Commission under Sections 17(a) of the Securities Exchange Act of 1934 as amended, its successor or successors and its nominee or nominees, in which the Custodian is hereby specifically authorized to make deposits. The term "Depository" shall further mean and include any other person to be named in a Certificate authorized to act as a depository under the 1940 Act, its successor or successors and its nominee or nominees. (e) "Money Market Security" shall be deemed to include, without limitation, debt obligations issued or guaranteed as to interest and principle by the Government of the United States or agencies or instrumentalities thereof, commercial paper bank certificates of deposit, bankers' acceptances and short term corporate obligations, where the purchase or sale of such securities normally requires settlement in federal Funds on the same day as such purchase or sale, and repurchase and reverse repurchase agreements with respect to any of the foregoing types of securities. (f) "Oral Instructions" shall mean verbal instructions actually received by the Custodian from a person reasonably believed by the Custodian to be an Authorized Person. (g) "Prospectus" shall mean the Fund's current prospectus and statement of additional information relating to the registration of the Fund's Shares under the Securities Act of 1933, as amended. (h) "Shares" refers to shares of Common Stock, par value $0.01 per share of the Fund. (i) "Security" or "Securities" shall be deemed to include bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodities interest and investments from time to time owned by the Fund. (j) "Transfer Agent" shall mean the person which performs as the transfer agent, dividend disbursing agent and shareholder servicing agent functions for the Fund, (k) "Written Instructions" shall mean a written communication actually received by the Custodian from a person reasonably believed by the Custodian to be an Authorized Person by any system whereby the receiver of such communication is able to verify through codes or otherwise with a reasonable degree of certainty the authenticity of the sender of such communication. (l) The "1940 Act" refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, all as amended from time to time. 2. Appointment of Custodian. (a) The Fund hereby constitutes and appoints the Custodian as custodian of all the Securities and monies at the time owned by or in the possession of the Fund during the period of this Agreement. (b) The Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth. 3. Compensation. (a) The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth in the Fee Schedule annexed hereto as Schedule A and incorporated herein. Such Fee Schedule does not include out-of-pocket disbursements of the Custodian for which the Custodian shall be entitled to bill separately. Out-of-Pocket disbursements shall include, but shall not be limited to, the items specified in the Schedule of Out-of-Pocket charges annexed hereto as Schedule B and incorporated herein, which schedule may be modified by the Custodian upon not less than thirty days prior written notice to the Fund. (b) Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule A of this Agreement a revised Fee Schedule, dated and signed by an Authorized Person or authorized representative of each party hereto. (c) The Custodian will bill the Fund as soon a practicable after the end of each calendar month, and said billings will be detailed in accordance with the Fee Schedule for the Fund. The Fund will promptly pay to the Custodian the amount of such billing. 4. Custody of Cash and Securities. (a) Receipt and Holding of Assets. The Fund will deliver or cause to be delivered to the Custodian all Securities and monies owned by it at any time during the period of this Agreement. The Custodian will not be responsible for such Securities and monies until actually received by it. The Fund shall instruct the Custodian from time to time in its sole discretion, by means of Written Instructions, or, in connection with the purchase or sale of Money Market Securities, by means of Oral Instructions or Written Instructions, as to the manner in which and in what amounts Securities and monies are to be deposited on behalf of the Fund in the Book-Entry System or the Depository; provided, however, that prior to the deposit of Securities of the Fund in the Book-entry System or the Depository, including a deposit in connection with the settlement of a purchase or sale, the Custodian shall have received a Certificate specifically approving such deposits by the Custodian in the Book-Entry System or the Depository. Securities and monies of the Fund deposited in the Book-Entry System or the Depository will be represented in accounts which include only assets held by the Custodian for customers, including but not limited to accounts which the Custodian acts in a fiduciary or representative capacity. (b) Accounts and Disbursements. The Custodian shall establish an maintain a separate account for a the Fund and shall credit to the separate account all monies received by it for the account of such Fund and shall disburse the same only: 1. In payment for Securities purchased for the Fund, as provided in Section 5 hereof; 2. In Payment of dividends or distributions with respect to the Shares, as provided in Section 7 hereof; 3. In payment of original issue or other taxes with respect to the Shares, as provided in Section 8 hereof; 4. In payment for Shares which have been redeemed by the Fund, as provided in Section 8 hereof; 5. Pursuant to Written Instructions, or with respect to Money Market Securities, Oral Instructions or Written Instructions, setting forth the name and address of the person to whom the payment is to be made, the amount to be paid and the purpose for which payment is to be made; or 6. In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the Fund as provided in Section 11(h) hereof. (c) Confirmation and Statements. Promptly after the close of business on each day, the Custodian shall furnish the Fund with confirmations and a summary of all transfers to or from the account of the Fund during said day. Where securities purchased by the Fund are in a Fundable bulk of securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of the Depository or the Book-Entry System, the Custodian shall by book entry or otherwise identify the quantity of those securities belonging to the Fund. At least daily, the Custodian shall furnish the Fund with a detailed statement of the Securities and monies held for the Fund under this Agreement as may be agreed to by the parties from time to time. (d) Registration of Securities and Physical Separation. All Securities held for the Fund which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian in that form; all other Securities held for the Fund may be registered in the name of the Fund, in the name of any duly appointed registered nominee of the Custodian as the Custodian may from time to time determine, or in the name of the Book-Entry system or the Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry system of the Depository, any Securities which it may hold for the account of the Fund and which may from time to time be registered in the name of the Fund. The Custodian shall hold all such Securities specifically allocated to the Fund which are not held in the Book-Entry System or the Depository in a separate account for the Fund in the name of the Fund physically segregated at all times from those of any other person or persons. (e) Segregated Accounts. Upon receipt of a Written Instruction the Custodian will establish segregated accounts on behalf of the Fund to hold liquid or other assets as it shall be directed by a Written Instruction and shall increase or decrease the assets in such Segregated Accounts only as it shall be directed by subsequent Written Instruction. (f) Collection of Income and Other Matters Affecting Securities. Unless otherwise instructed to the contrary by a Written Instruction, the Custodian by itself, or through the use of the Book-Entry System or the Depository with respect to Securities therein deposited, shall with respect to all Securities held for the Fund in accordance with this Agreement: 1. Collect all income due or payable; 2. Present for payment and collect the amount payable upon all Securities which may mature or be called, redeemed or retired, or otherwise become payable. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Fund for monitoring or ascertaining any call, redemption or retirement dates with respect to put bonds which are owned by the Fund and held by the Custodian or its nominees. Nor shall the Custodian have any responsibility or liability to the Fund for any loss by the Fund for any missed payments or other defaults resulting therefrom; unless the Custodian received timely notification from the Fund specifying the time, place an manner for the presentment of any such put bond owned by the Fund and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability to the Fund for the accuracy or completeness of any notification the Custodian my furnish to the Fund with respect to put bonds; 3. Surrender Securities in temporary form for definitive Securities; 4. Execute any necessary declarations or certificates of ownership under the Federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect; and 5. Hold directly, or through the Book-Entry System or the Depository with respect to Securities therein deposited, for the account of the Fund all rights and similar Securities issued with respect to any Securities held by the Custodian hereunder for the Fund. (g) Delivery of Securities and Evidence of Authority. Upon receipt of a Written Instruction and not otherwise, except for subparagraphs 5, 6, 7, and 8 which may be effected by Oral or Written Instructions, the Custodian, directly or through the use of the Book-Entry System or the Depository shall; 1. Execute and deliver or cause to be executed and delivered to such persons as may be designated in such Written Instructions, proxies, consents, authorizations and any other instruments whereby the authority of the Fund as owner of any Securities may be exercised; 2. Deliver or cause to be delivered any Securities held for the Fund in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege; 3. Deliver or cause to be delivered any Securities held for the Fund to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement in the separate account or other instruments or documents as my be issued to it to evidence such delivery; 4. Make or cause to be made such transfers or exchanges of the assets specifically allocated to the separate account of the Fund and take such other steps as shall be stated in Written Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger consolidation or recapitalization of the Fund; 5. Deliver Securities upon the sale of such Securities for the account of the Fund pursuant to Section 5; 6. Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund; 7. Deliver Securities owned by the Fund to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided, however, that in any such case the cash or other consideration is to be delivered to the Custodian. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Fund for monitoring or ascertaining any call, redemption or retirement dates with respect to the put bonds which are owned by the Fund and held by the Custodian or its nominee. Nor shall the Custodian have any responsibility or liability to the Fund for any loss by the Fund for any missed payment of other default resulting therefrom; unless the Custodian received timely notification from the Fund specifying the time, place and manner for the presentment of any such put bond owned by the Fund and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability to the Fund for the accuracy or completeness of any notification the Custodian may furnish to the Fund with respect to put bonds; 8. Deliver Securities for delivery in connection with any loans of securities made by the Fund but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and Fund which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities; 9. Deliver Securities for delivery as security in connection with any borrowings by the Fund requiring a pledge of Fund assets, but only against receipt of amounts borrowed; 10. Deliver Securities upon receipt of Written Instructions from the Fund for delivery to the Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the Fund's Prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; 11. Deliver Securities as collateral in connection with short sales by the Fund of common stocks for which the Fund owns the stock or owns preferred stocks or debt securities convertible or exchangeable, without payment or further consideration, into shares of the common stock sold short; 12. Deliver Securities for any purpose expressly permitted by and in accordance with procedures described in the Fund's Prospectus; and 13. Deliver Securities for any other proper business purpose, but only upon receipt of, in addition to Written Instructions, a certified copy of a resolution of the Board of Directors signed by an Authorized Person and certified by the Secretary of the Fund, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper business purpose, and naming the person or persons to whom delivery of such Securities shall be made. (h) Endorsement and Collection of Checks, Etc. The Custodian is hereby authorized to endorse and collect all checks, drafts, or other orders for the payment of money received by the Custodian for the account of the Fund. 5. Purchase and Sale of Investments of the Fund. (a) Promptly after each purchase of Securities for the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of Securities which are not Money Market Securities, a Written Instruction, and (ii) with respect to each purchase of Money Market Securities, either a Written Instruction or an Oral Instruction, in either case specifying with respect to each purchase: (1) the name of the issuer and the title of the Securities; (2) the number of shares or the principle amount purchased and accrued interest, if any; (3) the date of purchase and settlement; (4) the purchase price per unit; (5) the total amount payable upon such purchase; (6) the name of the person from whom or the broker through whom the purchase was made, if any; (7) whether or not such purchase is to be settled through the Book-Entry System or the Depository; and (8) whether the Securities purchased are to be deposited in the Book-Entry System or the Depository. The Custodian shall receive the Securities purchased by or for the Fund and upon receipt of Securities shall pay out of the monies held for the account of the Fund the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such Written or Oral Instructions. (b) Promptly after each sale of Securities of the Fund, the Fund shall deliver to the Custodian (i) with respect to each sale of Securities which are not Money Market Securities, a Written Instruction, and (ii) with respect to each sale of Money Market Securities, either a Written Instruction or an Oral Instruction, in either case specifying with respect to each purchase: (1) the name of the issuer and the title of the Securities; (2) the number of shares or the principle amount sold and accrued interest, if any; (3) the date of sale; (4) the sale price per unit; (5) the total amount payable to the Fund upon such sale; (6) the name of the broker through whom or the person to whom the sale was made; and (7) whether or not such sale is to be settled through the Book-Entry System or the Depository. The Custodian shall deliver or cause to be delivered the Securities to the broker of other person designated by the Fund upon receipt of the total amount payable to the Fund upon such sale, provided that the same conforms to the total amount payable to the Fund as set forth in such Written or Oral Instruction. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities. 6. Lending of Securities. If the Fund is permitted, and as disclosed in its Prospectus, to lend Securities, within 24 hours after each loan of Securities, the Fund shall deliver to the Custodian a Written Instruction specifying with respect to such loan: (a) the names of the issuer and the title of the Securities; (b) the number of shares or the principle amount loaned; (c) the date of loan and delivery; (d) the total amount to be delivered to the Custodian, and specifically allocated against the loan of the Securities, including the amount of cash collateral and the premium, if any, separately identified; (e) the name of the broker, dealer or financial institution to which the loan was made; and (f) whether the Securities loaned are to be delivered through the Book-Entry System or the Depository. Promptly after each termination of a loan of Securities, the Fund shall deliver to the Custodian a Written Instruction specifying with respect to each loan termination and return of Securities; (a) the name of the issuer and the title of the Securities to be returned; (b) the number of shares or the principle amount to be returned; (c) the date of termination; (d) the total amount to be delivered by the Custodian (including the cash collateral for such Securities minus any offsetting credits as described in said Written Instructions); (e) the name of the broker, dealer, or financial institution from which such Securities will be returned; and (f) whether such return is to be effected through the Book-Entry System or the Depository. The Custodian shall receive all Securities returned from the broker, dealer or financial institution to which such Securities were loaned and upon receipt thereof shall pay the total amount payable upon such return of Securities as set forth in the Written Instructions. Securities returned to the Custodian shall be held as they were prior to such loan. 7. Payment of Dividends and Distributions. (a) The Fund shall furnish to the Custodian the vote of the Board of Directors of the Fund certified by the Secretary (i) authorizing the declaration of distributions on a specified periodic basis and authorizing the Custodian to rely on Oral or Written Instructions specifying the date of the declaration of such distribution, the date of payment thereof, the record date as of which shareholders entitled to payment shall be determined, the amount payable per share to the shareholders of record as of the record date and the total amount payable to the Transfer Agent on the payment date, or (ii) setting forth the date of declaration of any distribution by the Fund, the date of payment thereof, the record date as of which shareholders entitled to payment shall be determined, the amount payable per share to the shareholders of record as of the record date and the total amount payable to the Transfer Agent on the payment date. (b) Upon the payment date specified in such vote, Oral Instructions, or Written Instructions, as the case may be, the Custodian shall pay out the total amount payable to the Transfer Agent of the Fund. 8. Sale and Redemption of Shares of the Fund. (a) Whenever the Fund shall sell any Shares, the Fund shall deliver or cause to be delivered to the Custodian a Written Instruction duly specifying: 1. The name of Shares sold, trade date, and price; and 2. The amount of money to be received by the Custodian for the sale of such Shares. The Custodian understand and agrees that Written Instructions may be furnished subsequent to the purchase of Shares and that the information contained therein will be derived from the sales of Shares as reported to the Fund by the Transfer Agent. (b) Upon receipt of such money from the Transfer Agent, the Custodian shall credit such money to the separate account of the Fund. (c) Upon issuance of any Shares in accordance with the foregoing provisions of the Sections 8, the Custodian shall pay all original issue or other taxes required to be paid in connection with such issuance upon receipt of a Written Instruction specifying the amount to be paid. (d) Except as provided hereafter, whenever any Shares are redeemed, the Fund shall cause the Transfer Agent to promptly furnish to the Custodian Written Instructions, specifying: 1. The number of Shares Redeemed; and 2. The amount to be paid for the Shares redeemed. The Custodian further understands that the information contained in such Written Instructions will be derived from the redemption of Shares as reported to the Fund by the Transfer Agent. (e) Upon receipt from the Transfer Agent of advice setting forth the number of Shares received by the Transfer Agent for redemption, and that such Shares are valid and in good form for redemption, the Custodian shall make payment to the Transfer Agent of the total amount specified in a Written Instruction issued pursuant to paragraph (d) of this Section 8. (f) Notwithstanding the above provisions regarding the redemption of Shares, whenever such Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, the Custodian, unless otherwise instructed by a Written Instruction shall, upon receipt of advice from the Fund or its agent stating that the redemption is in good form for redemption in accordance with the check redemption procedure, honor the check presented as part of such check redemption privilege out of the monies specifically allocated to the Fund in such advice for such purpose. 9. Indebtedness. (a) The Fund will cause to be delivered to the Custodian by any bank (excluding the Custodian) from which the Fund borrows money for temporary administrative or emergency purposes using Securities as collateral for such borrowings, a notice or undertaking in the form currently employed by any such bank setting forth the amount which such bank will loan to the Fund against delivery of a stated amount of collateral. The Fund shall promptly deliver to the Custodian Written Instructions stating with respect to each such borrowing: (1) the name of the bank; (2) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note, duly endorsed by the Fund, or other loan agreement; (3) the time and date, if known, on which the loan is to be entered into (the "borrowing date"); (4) the date on which the loan becomes due and payable; (5) the total amount payable to the Fund on the borrowing date; (6) the market value including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities; (7) whether the Custodian is to deliver such collateral through the Book-Entry System or the Depository; and (8) a statement that such loan is in conformance with the 1940 Act and the Fund's Prospectus. (b) Upon receipt of the Written Instruction referred to in subparagraph (a) above, the Custodian shall deliver on the borrowing date the specified collateral and the executed promissory note, if any, against delivery by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Written Instruction. The Custodian may, at the option of the lending bank, keep such collateral, in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall deliver as additional collateral in the manner directed by the Fund from time to time such Securities as may be specified in Written Instruction to collateralize further any transaction described in this Section 9. The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian, and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in Written Instruction all of the information required by this Section 9, the Custodian shall not be under any obligation to deliver any Securities. Collateral returned to the Custodian shall be held under hereunder as it was prior to being used as collateral. 10. Persons Having Access to Assets of the Fund (a) No Director or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment advisor with any sub-investment advisor of the Fund or with the Fund's administrator shall have access to the assets of the Fund. (b) The individual employees of the Custodian duly authorized by the Board of Directors of the Custodian to have access to the assets of the Fund are listed in certification annexed hereto as Appendix B. The Custodian shall advise the Fund of any change in the individuals authorized to have access to the assets of the Fund by written notice to the Fund accompanied by a certified copy of the authorizing resolution of the Custodians Board of Directors approving such change. (c) Nothing in this Section 10 shall prohibit any officer, employee or agent of the Fund, or any officer director, employee or agent of the investment adviser, of any sub-investment adviser of the Fund or of the Fund's administrator, from giving Oral Instructions or Written Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to assets of the Fund prohibited by paragraph (a) of this Section 10. 11. Concerning the Custodian. (a) Standard of Conduct. Except as otherwise provided herein, neither the Custodian nor its nominee shall be liable for any loss or damage, including counsel fees, resulting from its action or omission to act otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund or of its own counsel, at the expense of the Fund, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice or opinion, the Custodian shall be liable to the Fund for any loss or damage resulting from the use of the Book-Entry System or the Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees or agents. (b) Limit of Duties. Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for: 1. The validity of the issue of any Securities purchased by the Fund, the legality of the purchase thereof, or the propriety of the amount paid therefore; 2. The legality of the sale of any Securities by the Fund or the propriety of the amount for which the same are sold; 3. The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor; 4. The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; 5. The legality of the declaration or payment of any distribution of the Fund; 6. The legality of any borrowing for temporary or emergency administrative purposes. (c) No Liability Until Receipt. The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether to not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Fund until the Custodian actually receives and collects such money directly or by the final crediting of the account representing the Fund's interest in the Book-Entry System or the Depository. (d) Amounts Due from Transfer Agent. The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to the Fund from the Transfer Agent nor to take any action to effect the payment or distribution by the Transfer Agent of any amount paid by the Custodian to the Transfer Agent in accordance with this Agreement. (e) Collection Where Payment Refused. The Custodian shall not be under any duty or obligations to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (a) it shall be directed to take such action by a Certificate and (b) it shall be assured to its satisfaction of reimbursement of its costs and expenses in connection with such action. (f) Appointment of Agents and Sub-Custodians. The Custodian may appoint one or more banking institutions, including but not limited to banking institutions located in foreign countries, to act as Depository or Depositories or as Sub-Custodian or as Sub-Custodians of Securities and monies at any specified time owned by the Fund, upon terms and conditions specified in a Certificate. The Custodian shall use reasonable care in selecting a Depository and/or Sub-Custodian located in a country other than the United States ("Foreign Sub-Custodian"), and shall oversee the maintenance of any Securities or moneys of the Fund by any Foreign Sub-Custodian. In addition, the Custodian shall hold the Fund harmless from and indemnify the Fund against, any loss that occurs as a result of the failure of any foreign Sub-Custodian to exercise reasonable care with respect to the safekeeping of Securities and monies of the Fund. (g) No Duty to Ascertain Authority. The Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it for the Fund are such as may properly be held by the Fund under the provisions of the Prospectus. (h) Compensation of the Custodian. The Custodian shall be entitled to receive, and the Fund agrees to pay to the Custodian, such compensation as may be agreed upon from time to time between the Custodian and the Fund. The Custodian may charge against any monies held on behalf of the Fund pursuant to this Agreement such compensation and any expenses incurred by the Custodian in the performance of its duties pursuant to the Agreement. The Custodian shall also be entitled to charge against any money held on behalf of the Fund pursuant to this Agreement the amount of any loss, damage, liability or expense incurred with respect to the Fund, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreements. The expenses which the Custodian may charge against such account include, but are not limited to, the expenses of Sub-Custodians and foreign branches of the Custodian incurred in settling transactions outside of Boston, Massachusetts or New York City, New York involving the purchase and sale of Securities. (i) Reliance on Certificates and Instructions. The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by two officers of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant tot he applicable Sections of the Agreement and reasonably believed by the Custodian to be genuine and to given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business in the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person. (j) Inspection of Books and Records. The books and records of the Custodian shall be open to inspection and audit at reasonable times by officers and auditors employed by the Fund and by appropriate employees of the Securities and Exchange Commission. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of the Book-Entry System or the Depository and with such reports on its own systems of internal accounting control as the Fund may reasonably request from time to time. 12. Term and Termination. (a) This agreement shall become effective in the date first set forth above (the "Effective Date") and shall continue in effect thereafter as the parties may mutually agree. (b) Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of the receipt of such notice. In the event such notice is given by the Fund, it shall be accompanied by a certificate vote of the Board of Directors of the Fund, electing to terminate this Agreement and designating a successor custodian or custodians, which shall be a person qualified to so act under the 1940 Act. In the event that such notice is given by the Custodian, the Fund shall, on or before the termination date, deliver to the Custodian a certified vote of the Board of Directors of the Fund, designating a successor custodian or custodians. In the absence of such designation by the Fund, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the 1940 Act. If the Fund fails to designate a successor custodian, the Fund shall upon the date specified in the notice of termination of the Agreement and upon the delivery by the Custodian of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Fund) and monies then owned by the Fund, be deemed to be its own custodian and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book-Entry System which cannot be delivered to the Fund. (c) Upon the date set forth in such notice under paragraph (b) of this Section 12, this Agreement shall terminate to the extent specified in such notice, and the Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and monies then held by the Custodian on behalf of the Fund, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall them be entitled. 13. Limitation of Liability The Fund and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon any of the Directors, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Fund, individually, but are binding only upon the assets and property of the Fund. The execution and delivery of the Agreement have been authorized by the Directors of the Fund, and signed by an authorized officer of the Fund, acting as such, and neither such authorizations by such Directors of the Fund, nor such execution and delivery by such officer shall be deemed to have been made by any of them or any shareholder of the Fund individually or to impose any liability on any of the or any shareholder of the Fund personally, but shall bind only the assets and property of the Fund. 14. Miscellaneous (a) Annexed hereto as Appendix A is a certification setting forth the names and the signatures of the present Authorized Persons. The Fund agrees to furnish to the Custodian a new certification in similar form in the event that any such present Authorized Person ceases to be such an Authorized Person or in the event that other or additional Authorized Person are elected or appointed. Until such new certification shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Oral Instructions or signatures of the present Authorized Persons as set forth in the last delivered certification (b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, shall be sufficiently given if addressed to the Custodian and mailed or delivered to it at its offices as One Boston Place, Boston, Massachusetts 02108 or at such other place as the Custodian may use from time to time designate in writing. (c) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund, shall be sufficiently given if addressed to the Fund and mailed or delivered to it at its offices at One Lincoln First Square, Suite 1100, Rochester, NY 14604 or at such other place as the Fund may from time to time designate in writing. (d) This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the same formality as this Agreement (i) authorized and approved by a vote of the Board of Directors of the Fund, including a majority of the members of the Board of Directors of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act), or (ii) authorized and approved by any such other procedures as may be permitted or required by the 1940 Act. (e) This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without written consent of the Custodian, or by the Custodian without the written consent of the Fund authorized or approved by a vote of the Board of Directors of the Fund, and any attempted assignment without such written consent shall be null and void. (f) This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts. (g) The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (h) This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written. MANNING & NAPIER FUND, INC. By: /s/ B. Reuben Auspitz Name: B. Reuben Auspitz Title: Vice President BOSTON SAFE DEPOSIT AND TRUST COMPANY By: /s/ Christine M. Crea Name: Christine M. Crea Title: Vice President THE BOSTON COMPANY FEE SCHEDULE FOR MANNING & NAPIER ADVISORS, INC. Custody Charges Basis Points Country Per Annum Transaction Charge Argentina 24 basis points $50.00 Australia 5 basis points $60.00 Austria 10 basis points $60.00 Belgium 5 basis points $90.00 Brazil* 30 basis points $80.00 Canada 5 basis points $30.00 Chili* 16 basis points $60.00 Cyprus* 60 basis points $175.00 Denmark 18 basis points $60.00 Euroclear/CEDEL 2.5 basis points $20.00 Finland 18 basis points $ 60.00 France 5 basis points $125.00 Germany 6 basis points $ 75.00 Greece 60 basis points $175.00 Hong Kong 20 basis points $125.00 Indonesia 10 basis points $ 60.00 Ireland 21 basis points $ 70.00 Israel 35 basis points $ 70.00 Italy 15 basis points $ 75.00 Japan 6 basis points $ 50.00 Jordan 35 basis points $ 75.00 Korea 20 basis points $ 90.00 Luxembourg 6 basis points $ 75.00 Malaysia 20 basis points $125.00 Mexico 15 basis points $ 50.00 Netherlands 5 basis points $ 50.00 New Zealand 5 basis points $ 60.00 Norway 20 basis points $ 70.00 Pakistan 60 basis points $250.00 Philippines 45 basis points $125.00 Portugal 24 basis points $ 60.00 Singapore 24 basis points $200.00 Spain 35 basis points $200.00 Sri Lanka* 60 basis points $175.00 Sweden 25 basis points $ 75.00 Switzerland 10 basis points $ 60.00 Thailand 28 basis points $ 90.00 Turkey 60 basis points $250.00 United Kingdom 5 basis points $ 60.00 United States 2 basis points $ 15.00 Uruguay 24 basis points $ 60.00 Venezuela 24 basis points $ 60.00 *Please contact your account representative prior to investing in these markets. These markets may require special applications and associated fees. THE BOSTON COMPANY FEE SCHEDULE FOR MANNING & NAPIER ADVISORS, INC. Our proposal includes: - Safekeeping of Assets held by the Funds - Settlement of Portfolio Transactions - Corporate Action Processing - Income Collection - Tax Reclamation (global Funds) - Daily, Weekly, and Monthly Reporting I CUSTODY CHARGES See attached chart for Custody Charges. II MINIMUM FEES A minimum fee of $30,000 per portfolio, per annum will apply. III OUT-OF-POCKET CHARGES Reimbursable out-of-pocket expenses will be added to each monthly invoice and will include, but are not limited to, such customary items as telephone,telex, wire charges ($3.50 per wire), stamp duties, securities registration, postage and courier charges. We reserve the right to renegotiate our fee proposal should the actual services required vary materially from the assumptions provided. This fee proposal will remain in effect for 90 days from April 1, 1992. APPENDIX A-1 We, Beth A. Hendershot, Chief Financial Officer and Barbara Lapple, Secretary of the Manning & Napier Fund, Inc. a Corporation organized under the laws of Maryland (the "Fund"), do hereby certify that: The list on the attached pages (A-2) contains those individuals that have been duly authorized as Authorized Persons to give Oral Instructions and any two of said individuals shall be authorized to give Written Instructions on behalf of the Fund and the signatures set forth opposite their respective names are their true and correct signatures. Any Written Instruction given in connection with the issuance of checks and other drafts in payment of the Fund's operating expenses and other disbursements as provided therein must include the signatures of either Beth A. Hendershot and Debra Roach or Brian Mahoney. /s/ Beth A. Hendershot Beth A. Hendershot, Chief Financial Officer /s/ Barbara Lapple Barbara Lapple, Secretary APPENDIX A-2 The Directors of the Manning & Napier Fund, Inc have directed by unanimous consent that: RESOLVED, that the following people are authorized to deliver Written and Oral Instructions to Norstar Bank, N.A. and Boston Safe Deposit and Trust regarding the above-mentioned Fund. Julie M. Raschella /s/ Julie M. Raschella Dan Rector /s/ Dan Rector Sharon Stern /s/ Sharon Stern Michele L. Bardwell /s/ Michele L. Bardwell Brenda F. Watkins /s/ Brenda F. Watkins James R. Kerg /s/ James R. Kerg Debra Roach /s/ Debra Roach Karin Winters /s/ Karin Winters Beth Hendershot /s/ Beth Hendershot Cathleen Rugg /s/ Cathleen Rugg Larry Leon /s/ Larry Leon Steve Horan /s/ Steve Horan Philip Byrne /s/ Philip Byrne Jodi L. Hedberg /s/ Jodi l. Hedberg Brian Mahoney /s/ Brian Mahoney Dated: April 3, 1992 /s/ Barbara Lapple Barbara Lapple, Secretary APPENDIX B - INDIVIDUALS WITH ACCESS I, Lynne E. Larkin, Secretary of Boston Safe Deposit and Trust Company, a Massachusetts corporations (the "Custodian"), do hereby certify that: The following eleven named individuals have been duly authorized by the Executive Committee of the Board of Directors of the Custodian to have access to the assets of MANNING & NAPIER FUND, INC., a corporation organized under the laws of Maryland, held by the Custodian in its capacity as such: Kevin Connolly Karen D. DeVitto Joan M. Donahue Eric Greene Pricilla Hardy Russell G. McAdams, II Eleanor Millan Cynthia Peluso Geraldine A. Ryan Virginia Shea Merton E. Thompson, III /s/ Lynne E. Larkin Lynne E. Larkin, Secretary Boston Safe Deposit and Trust Company SCHEDULE B The Fund will pay to the Custodian as soon as possible after the end of each month all out-of-pocket expenses reasonably incurred in connection with the assets of the Fund. THE BOSTON COMPANY The Boston Company Advisors, Inc. 31 St. James Avenue Boston, MA 02116-4111 October 12, 1994 Mr. Timothy Mullaney Chief Financial Officer Manning & Napier Advisors, Inc. One Lincoln First Square, Suite 1100 Rochester, New York 14604 Dear Tim, As we discussed, enclosed is a proposed fee arrangement for the custodial services the Boston Company currently provided to Manning & Napier. The minimum custody fee per portfolio has been decreased from $2,500 to $500 per account, per month. If this proposal is acceptable to Manning & Napier, it will be retroactive to January 1994. Please review this arrangement and call me at your convenience. I look forward to working with you in the future. Sincerely /s/ Caroline Kates Caroline Kates Client Service Manager A company of Mellon Bank Corporation THE BOSTON COMPANY FEE SCHEDULE FOR MANNING & NAPIER ADVISORS, INC. Our proposal includes: - Safekeeping of Assets held by the Funds - Settlement of Portfolio Transactions - Corporate Action Processing - Income Collection - Tax Reclamation (global Funds) - Daily, Weekly, and Monthly Reporting I MINIMUM FEES A minimum fee of $500.00 per account per month. II CUSTODY CHARGES See attached chart for Custody Charges. III OUT-OF-POCKET CHARGES Reimbursable out-of-pocket expenses will be added to each monthly invoice and will include, but are not limited to, such customary items as telephone, telex, wire charges ($3.50 per wire), stamp duties, securities registration, postage and courier charges. THE BOSTON COMPANY FEE SCHEDULE FOR MANNING & NAPIER ADVISORS, INC. FEE ARRANGEMENT - FLEXIBLE YIELD SERIES (I, II, III), DIVIDEND INTEREST PAYMENTS Depository $5.00 Physical $30.00 Corporate Actions $60.00 Fees will be calculated based n actual activity, effective through December 31, 1994. Minimum fees will be waived. MELLON TRUST One Cabot Road Medford, MA 02155-5159 October 30, 1997 Ms. Christine Glavin Fund Accounting Manager Manning & Napier Advisors, Inc. 1100 Chase Square Rochester, NY 14604 Dear Christine: Please find attached the custodian fee schedule currently in effect between Manning & Napier and Boston Safe Deposit & Trust. The attached fee schedule, which may be included as an addendum to the Custody Agreement between Manning & Napier and Boston Safe, applies to the following series of Manning & Napier Fund, Inc. Small Cap Series Technology Series International Series Global Fixed Income Series World Opportunities Series Blended Asset Series I Flexible Yield Series I Flexible Yield Series III New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series Energy Series Financial Services Series Life Sciences Series Blended Asset Series II Maximum Horizon Series Defensive Series Flexible Yield Series II Tax Managed Series Please call if you have questions or need additional information. Sincerely /s/ Stephen P. Browne Stephen P. Brown Vice President BOSTON SAFE DEPOSIT & TRUST MUTUAL FUND CUSTODY FEE SCHEDULE MANNING & NAPIER FUND, INC. I. ACCOUNT MAINTENANCE To be charged per Account, per month only if the generated Invoice does not meet the $250.00 minimum. II. DOMESTIC ASSET CHARGES First $50 million 2.0bp Next $450 million 1.0bp Next $500 million .75bp Excess .50bp III. TRANSACTION FEES FBE Receipt or Delivery 10.00 PTC Receipt or Delivery 15.00 DTC Receipt or Delivery 10.00 Physical Receipt or Delivery 20.00 Options: Write, Close, Expire or Exercise 12.00 Third Party FX 20.00 Wires 3.50 III. OUT OF POCKET EXPENSES Reimbursable out-of-pocket expenses will be added to each monthly invoice and will include, but not be limited to, such customary items as telephone, wire charges (3.50 per wire), postage and insurance, courier services and duplication charges. III. GLOBAL ASSET AND TRANSACTION CHARGES See attached country by country schedule. MANNING & NAPIER FUND, INC. GLOBAL FEE SCHEDULE Country Asset Charge Transaction Charge United Kingdom 2.50 20 Germany 2.50 20 Canada 2.50 20 Euroclear 2.50 20 Cedel 2.50 20 Australia 2.50 20 Japan 2.50 20 New Zealand 5.00 30 Netherlands 5.00 30 South Africa 5.00 30 Denmark 5.00 30 Italy 5.00 30 Switzerland 5.00 30 Ireland 5.00 30 Sweden 5.00 30 Spain 5.00 30 Belgium 5.00 30 France 5.00 30 Mexico 12.00 40 Austria 12.00 40 Norway 12.00 40 Singapore 12.00 40 S. Korea 12.00 40 Finland 12.00 40 Malaysia 12.00 40 Thailand 12.00 40 Israel 12.00 40 Hong Kong 12.00 40 Sri Lanka 35.00 50 Czech Republic 35.00 50 Philippines 35.00 50 Argentina 35.00 50 Taiwan 35.00 50 Turkey 35.00 50 Indonesia 45.00 60 Portugal 45.00 60 Peru 45.00 60 Luxembourg 45.00 60 Chile 60.00 85 Brazil 60.00 85 Greece 60.00 85 Jordan 60.00 85 Mauritius 60.00 85 Poland 60.00 85 Pakistan 60.00 85 Bangladesh 60.00 85 China - Shenzhen 60.00 85 India 60.00 85 Cyprus 60.00 85 Uruguay 60.00 85 Venezuela 60.00 85 Colombia 60.00 85 China - Shanghai 60.00 85 EX-99.B9(A) 27 TRANSFER AGENT AGREEMENT THIS AGREEMENT is made as of this 30th day of April, 1993 by and between MANNING & NAPIER FUND, INC. (the "Fund"), a Maryland corporation, and MANNING & NAPIER ADVISORS, INC. (the Transfer Agent" of "M&N"), a New York corporation. WHEREAS, the Fund is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") and WHEREAS, the Transfer Agent will be a transfer agent registered under the Securities Exchange Act of 1934; and WHEREAS, the Transfer Agent and the Fund are parties to an Advisory Agreement dated April 30, 1993, (the Advisory Agreement). WHEREAS, the Fund desires the Transfer Agent to provide, and the Transfer Agent is willing to provide, in addition to the services provided under the Advisory Agreement, transfer agent services to Shareholders of the Fund's portfolios listed in Schedule A which is attached hereto and made a part of this Agreement, and such other portfolios, or classes of portfolios, as the Fund and the Transfer Agent may agree on ("Portfolios"), on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Transfer Agent hereby agree as follows: ARTICLE 1. Retention of the Transfer Agent. The Fund hereby retains the Transfer Agent to act as the Transfer Agent of the Portfolios and to furnish the Portfolios with the transfer agent services as set forth below. The Transfer Agent hereby accepts such employment to perform the duties set below. The Transfer Agent shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way and shall not be deemed an agent of the Fund. All of the Transfer Agent's duties shall be subject always to the objectives, policies and restrictions contained in the Fund's current registration statement under the 1940 Act, the Fund's Articles of Incorporation and By-Laws, to the provisions of the 1940 Act, and to any other guidelines that may be established by the Fund's Directors and which are furnished to the Transfer Agent by the Fund. The Fund warrants that it has or shall deliver to the Transfer Agent: a copy of the Articles of Incorporation of the Fund, incorporating all amendments thereto, certified by the Secretary or Assistant Secretary of the Fund; an opinion of counsel to the Fund with respect to (i) the legality and continuing existence of the Fund, (ii) the number of Shares, and (iii) the number of Shares authorized for issuance and stating that upon issuance they will be validly issued and non-assumable; and the Fund's Secretary's or Assistant Secretary's certificate as to the authorized outstanding Shares of the Fund, its address to which notices may be sent, the names and specimen signatures of its officers who are authorized to sign instructions or requests to the Transfer agent on behalf of the Fund, and then name and address of legal counsel to the Fund. In the event of any future amendment or change in respect of any of the foregoing, prompt written notification of such change shall be given by the Fund to the Transfer Agent together with copies of all relevant resolutions, instruments or other documents, specimen signatures, certificates, opinions or the like as the Transfer Agent may deem necessary or appropriate. ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as Transfer Agent for the Portfolios' accounts and, as such, will record in an account (the "Account") the total number of Shares of each Portfolio issued and outstanding from time to time and will maintain Share transfer records in which it will note the names and registered addresses of Shareholders, and the number of Shares from time to time owned by each of them. Each Shareholder will be assigned one or more account numbers. The Transfer Agent is authorized to set up accounts for Shareholders and record transactions in the accounts on the basis of instructions received from Shareholders when accompanied by remittance in an appropriate amount and from as provided in the Fund's then current prospectus. Whenever Shares are purchased or issued, the Transfer Agent shall credit the Account with the Shares issued credit the proper number Shares to the appropriate Shareholder and issue certificates upon request. Likewise, whenever the Transfer Agent has occasion to redeem Shares owned by a Shareholder, the Fund authorizes the Transfer Agent to process the transaction by making appropriate entries in its Share transfer records and debiting the Account. Upon notification by the Fund's Custodian of the receipt of funds through the Federal Reserve wire system or conversion into Federal funds of funds transmitted by other means for the purchase of Shares in accordance with the Fund's current prospectus, the Transfer Agent shall notify the Fund f such deposits on a daily basis. The Transfer Agent shall credit each Shareholder's account with the number of Shares purchased according to the price of the Shares in effect for such purchases determined in the manner set forth in the Fund's then current prospectus. The Transfer Agent shall process each order for the redemption of Shares from or on behalf of a Shareholder's instructions and the then current prospectus. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be a provided for in the then current prospectus, subject to such supplemental requirements consistent with such prospectus as may be established by mutual agreement between the Fund and the Transfer Agent. If the Transfer Agent or the Fund's Distributor determines that a request for redemption does not comply with the requirements for redemption, the Transfer Agent shall promptly so notify the Shareholder, together with the reason therefor, and shall effect such redemption at the price next determined after receipt of documents complying with said standards. On each day that the Fund's Custodian and the New York Stock Exchange are open for business ("Business Day"), the Transfer Agent shall notify the Custodian of the amount of cash or other assets required to meet payments made pursuant to the provisions of the Article 2, and the Fund shall instruct the Custodian to make available from time to time sufficient funds or other assets therefor. The authority of the Transfer Agent to perform its responsibilities as to purchases and redemptions shall be suspended upon receipt by it of notification from the Securities and Exchange Commission or the Directors of the suspension of the determination of the Fund's net asset value. In registering transfers, the Transfer Agent may rely upon the opinion of counsel in not requiring complete documentation, in registering transfers without inquiry into adverse claims, in delaying registration for purposes of such inquiry, or in refusing registration where in its judgment an adverse claim requires such refusal. ARTICLE 3. Compensation of the Transfer Agent. (A) Transfer Agent. For the services to be rendered, the facilities furnished and the expenses assumed by the Transfer Agent pursuant to this Agreement, the Fund shall pay to the Transfer Agent compensation at an annual rate specified in the Schedule B which is attached hereto and made a part of this Agreement. Such compensation shall be accrued daily, and paid to the Transfer Agent monthly. (B) Survival of Compensation Rights. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. ARTICLE 4. Limitation of Liability of the Transfer Agent. The duties of the Transfer Agent shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Transfer Agent hereunder. The Transfer Agent shall not be liable for any error of judgement or mistakes of law or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or be reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 4, the term "Transfer Agent" shall include directors, officers, employees, sub-contractors and other corporate agents of the Transfer Agent as well as that corporation itself). So long as the Transfer Agent does not violate the standard of care set forth herein, the Fund assumes full responsibility and shall indemnify the Transfer Agent and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses and attorney's fees) arising directly or indirectly out of said administration, transfer agency, and dividend disbursing relationships to the Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if any case the Fund may be asked to indemnify or hold the Transfer Agent harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Transfer Agent will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund, but failure to do so in good faith shall not effect the rights hereunder. The Transfer Agent may apply to the fund at any time for instructions and may consult counsel for the Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Transfer Agent's duties and the Transfer Agent shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountant or other experts. The Transfer Agent shall be protected in acting upon any document which it reasonably believes to genuine an to have been signed or presented by the proper person or persons. Nor shall the Transfer agent be held to have notice of any change of authority of any officers, employee or agent of the fund until receipt of written notice thereof from the Fund. ARTICLE 5. Activities of the Transfer Agent. The services of the Transfer Agent rendered to the Fund are not to be deemed to be exclusive. The Transfer Agent is free to render such services to others and to have other businesses and interests. It is understood that Directors, officers, employees and Shareholders of the Fund are or may be or become interested in the Transfer Agent, as directors, officers, employees and shareholders of the Transfer Agent and its counsel are or may be or become similarly interested in the Fund, and that the Transfer Agent may be or become interested in the Fund as a Shareholder or otherwise. ARTICLE 6. Term of this Agreement. This Agreement shall remain in effect for 2 years after the date of the Agreement and shall continue in effect thereafter, for periods of one year so long as such a continuance is specifically approved (i) by the vote of a majority of the Directors of the Fund and (ii) by the majority of the Directors of the fund who are not parties to this Agreement or interested persons of any such party, cast in person at a Board of Directors meeting called for the purpose of voting in such approval. M&N reserves the right to terminate this Agreement if the Advisory Agreement is terminated for any reason. Upon termination of this Agreement all out-of-pocket expenses are associated with the movement of records and material will be borne by the fund. In the event of a material breach of this Agreement by either party, the non-breaching party shall notify the breaching party in writing of such breach and upon receipt of such notice, the breaching party shall have 45 days to remedy the breach or the non-breaching party may terminate this Agreement immediately. This Agreement shall not be assignable by either party without the written consent of the other party, provided that a transfer of this Agreement and the Transfer Agent's responsibility hereunder to any company that is under common control with the Transfer Agent shall not be considered an assignment. ARTICLE 7. Amendments. This Agreement may be amended by the parties hereto only if such amendment is specifically approved (i) by vote of a majority of the Directors of the Fund, and (ii) by the vote of a majority of the Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a Board of Directors meeting called for the purpose of voting such approval. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and the Transfer Agent may conclusively assume that any special procedure which has been approved by the Fund does not conflict with or violate any requirements of its Articles of Incorporation, By-Laws or prospectus, or any rule, regulation or requirement of any regulatory body. ARTICLE 8. Certain Records. The Transfer Agent shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rule 31a-1 and 31a-2 under the 1940 Act which are prepared and maintained by the Transfer Agent on behalf of the Fund shall be prepared and maintained at the expense of the Transfer Agent, but shall be the property of the fund and will be made available to or surrendered promptly to the fund on request. In case of any request or demand of such records by another party, the Transfer Agent shall notify the Fund and follow the Fund's instructions as to permitting or refusing such inspection; provided that the Transfer Agent may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Fund has agreed to indemnify the Transfer Agent against such liability. ARTICLE 9. Definition of Certain Terms. The terms "interested person" and "affiliated person", when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. ARTICLE 10. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other part at the last address furnished by the other party to the party giving notice: if the Fund, at One Lincoln First Sq., Suite 1100, Roch., NY 14604, and if to the Transfer Agent at One Lincoln First Sq., Suite 1100, Roch., NY 14604. ARTICLE 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. ARTICLE12. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. MANNING & NAPIER FUND, INC. By: /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. By: /s/B. Reuben Auspitz B. Reuben Auspitz, Executive Vice President SCHEDULE A TO THE TRANSFER AGENT AGREEMENT DATED 4-29-93 BETWEEN MANNING & NAPIER FUND, INC. AND MANNING & NAPIER ADVISORS, INC. Portfolios subject to the terms and conditions of this Transfer Agent Agreement: Blended Asset Series I Blended Asset Series II Flexible Yield Series I Flexible Yield Series II Flexible Yield Series III SCHEDULE B SCHEDULE OF TRANSFER AGENT SERVICES AND FEES FUND SERVICE FEES There is an annual service fee of .024% for the following Series Funds: Blended Asset Series I Blended Asset Series II Flexible Yield Series I Flexible Yield Series II Flexible Yield Series III OUT-OF-POCKET EXPENSES Out-of-pocket expenses are charges to each Series. Out-of-pocket expenses include but are not limited to: - Postage - Forms - Bank charges (i.e, account, deposit, wire) - Expenses incurred at the specific direction of the fund MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created three additional Series: The New York Tax Exempt Series, Ohio Tax Exempt Series and the Diversified Tax Exempt Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The following will be subject to the terms and conditions of the Agreement: SERIES New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series The parties below have executed this Agreement as of September 23, 1993. MANNING & NAPIER FUND, INC. By: /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. By: /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE B New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created three additional Series: The New York Tax Exempt Series, Ohio Tax Exempt Series and the Diversified Tax Exempt Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule B of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE New York Tax Exempt Series .024% Ohio Tax Exempt Series .024% Diversified Tax Exempt Series .024% The parties below have executed this Agreement as of September 23, 1993. MANNING & NAPIER FUND, INC. By: /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. By: /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 7-20-95 Blended Assets Defensive Series Blended Assets Growth Plus Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created the Blended Assets Defensive Series and the Blended Assets Growth Plus Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The following will be subject to the terms and conditions of the Agreement: Blended Assets Defensive Series Blended Assets Growth Plus Series The parties below have executed this Agreement as of July 20, 1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 7-20-95 Blended Assets Defensive Series Blended Assets Growth Plus Series SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created the Blended Assets Defensive Series and the Blended Assets Growth Plus Series (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule B of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE Blended Assets Defensive Series .024% Blended Assets Growth Plus Series .024% The parties below have executed this Agreement as of July 20, 1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 12-13-95 World Opportunities Fund SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created the world Opportunities Fund (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The following will be subject to the terms and conditions of the Agreement: World Opportunities Fund The parties below have executed this Agreement as of July 20, 1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. MANNING & NAPIER FUND, INC. FORM OF SUPPLEMENT TO TRANSFER AGENT AGREEMENT SCHEDULE A DATED 12-13-95 World Opportunities Fund SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning & Napier Advisors, Inc. (the "Transfer Agent"). RECITALS The Fund has executed and delivered the Transfer Agent Agreement dated as of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent. The Agreement sets forth the rights and obligation of the parties with respect to the transfer agency functions of the Series of the Fund. The Fund has created the World Opportunities Fund (the "Additional Series"). AGREEMENTS Now, therefore, the parties agree as follows: The percentage rate in Schedule B of the Agreement with respect to the Additional Series will be as set forth below: SERIES PERCENTAGE World Opportunities Fund .024% The parties below have executed this Agreement as of July 20, 1995. MANNING & NAPIER FUND, INC. /s/William Manning William Manning, President MANNING & NAPIER ADVISORS, INC. /s/B. Reuben Auspitz B. Reuben Auspitz, Executive V. P. EX-99.B9(B) 28 FORM OF DEALER AGREEMENT This Dealer Agreement (the "Agreement") is made and entered into by and among Manning & Napier Investor Services, Inc. (MNIS), a New York corporation having its principal business offices at 1100 Chase Square, Rochester, New York 14604, and the undersigned dealer ("Selling Dealer"). WITNESSETH: WHEREAS, Manning & Napier Fund, Inc. (the "Fund"), an open-end management investment Fund registered under the Investment Fund Act of 1940, as amended (the "1940 Act"), offers units of beneficial interest ("shares") of a number of its series investment funds (each a "Series"), each with its own investment objective and strategies, and the Fund offers five classes of shares of each such Series: the Class A shares ("Class A Shares"); the Class B shares ("Class B Shares"); the Class C shares ("Class C Shares"); the Class D Shares (Class D Shares); and the Class E Shares (Class E Shares); WHEREAS, the Fund has entered into a distribution agreement with MNIS (the "Distribution Agreement") for the distribution by MNIS of the Class A, Class B, Class C, Class D and Class E Shares; WHEREAS, Selling Dealer desires to agree with MNIS to sell shares in the Fund to the customers of the Selling Dealer and to pay MNIS, as principal underwriter of the Fund, amounts due in connection with orders for shares of the Fund; WHEREAS, MNIS and the Selling Dealer desire to provide for the payment of sales loads, commissions, distribution fees or shareholder service fees with respect to sales of each class of shares of the Fund and related shareholder services; NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is hereby agreed by and among the parties hereto as follows: 1. Definition of Terms. As used herein, the term "Prospectus" means the prospectuses and, unless the context otherwise requires, related statements of additional information (the "Statements of Additional Information") incorporated therein by reference, as the same are amended and supplemented from time to time, of each of the respective Funds and each of the respective classes of shares of the respective Funds; the term "Business Day" means any day on which the New York Stock Exchange is open; and the term "principal underwriter" has the definition provided in the 1940 Act. 2. Selling Dealer shall use its best efforts to sell shares of the Series that are now or hereafter available for sale to customers of Selling Dealer. Customers of Selling Dealer that purchase shares of the Series (the "Customers") are for all purposes customers of Selling Dealer and not customers of the Fund or MNIS. Selling Dealer shall be responsible for opening, approving and monitoring accounts for Customers and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission ("SEC") and National Association of Securities Dealers, Inc. (the "NASD"). In no transaction involving shares of the Series shall Selling Dealer have any authority to act as agent for the Fund or MNIS. 3. All orders for the purchase of Class A, Class B, Class C, Class D and Class E Shares of the Series shall be executed at the then-current net asset value per share and all orders for the redemption of Class A, Class B, Class C, Class D and Class E Shares of the Series shall be executed at the net asset value per share. The Fund will direct its transfer agent ("Transfer Agent") to withhold and pay to MNIS all contingent deferred sales charges, if any, imposed on repurchases and redemptions of the Shares upon the terms and conditions set forth in the Prospectus. The minimum initial purchase order shall be as set forth in the appropriate Prospectus. Unless otherwise mutually agreed in writing between MNIS and Selling Dealer, each transaction for shares of any class of shares of the Series shall be promptly confirmed in writing to the Customer on a fully disclosed basis and a copy of each confirmation shall be sent simultaneously to Selling Dealer. Selling Dealer agrees that, upon receipt of such duplicate confirmations, Selling Dealer shall examine the same and promptly notify the Transfer Agent or MNIS, as the case may be, of any errors or discrepancies that Selling Dealer discovers and shall promptly bring to the attention of the Transfer Agent or MNIS, as the case may be, any errors in such confirmations claimed by any Customers. 4. The Fund and MNIS have each reserved the right to refuse at any time or times to sell any of the Fund's shares for any reason, and the Fund and MNIS, as the case may be, have each reserved the right to refuse at any time to accept any order for purchase of shares for any reason. In ordering shares of any Fund, Selling Dealer shall rely solely and conclusively on the representations contained in the Prospectus of such Fund. Selling Dealer agrees that Selling Dealer shall not offer or sell shares of any Series or of any class of any Series, except in compliance with all applicable federal and state securities laws and the rules and regulations of applicable regulatory agencies or authorities. In connection with offers to sell, and sales of, shares of each Series, Selling Dealer agrees to deliver or cause to be delivered to each person to whom any such offer or sale is made, at or prior to the time of such offer or sale, a copy of the Prospectus and, upon request, the Statement of Additional Information of the Fund and the class of shares of the Series involved. Selling Dealer further agrees to obtain for each Customer to whom Selling Dealer sells shares of the Series any taxpayer identification number certification required under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder, and to provide MNIS or MNIS's designated agent with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding in accordance with Section 3406 of the Code and the regulations thereunder. Unless otherwise mutually agreed in writing between MNIS and Selling Dealer, MNIS shall deliver or cause to be delivered to each Customer that purchases shares of any Series through Selling Dealer copies of all annual and interim reports, proxy solicitation materials and any such other information and materials relating to such Series or class of shares of such Series and prepared by or on behalf of MNIS, the Fund, its investment adviser, investment sub-adviser, custodian, transfer agent or dividend disbursing agent for distribution to such Customer. MNIS agrees to supply Selling Dealer with copies of the Prospectus, Statement of Additional Information, annual reports, interim reports, proxy solicitation materials and any such other information and materials relating to each Series and each class of shares of each Series in reasonable quantities upon request. Selling Dealer acknowledges that any materials or information that MNIS furnishes to Selling Dealer, other than Prospectuses, annual and interim reports to shareholders and proxy solicitation materials prepared by the Fund, are the sole responsibility of MNIS and not the responsibility of the Fund. 5. Selling Dealer shall not make any representation concerning any shares of the Series or class of shares of the Series other than those contained in the Prospectus of the Fund and class of shares of the Series involved or in any promotional materials or sales literature furnished to Selling Dealer by MNIS or the Fund. Selling Dealer shall not furnish, or cause to be furnished, to any person, or display or publish, or cause to be displayed or published, any information or materials relating to any Series or class of shares of a Series (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to Selling Dealer by MNIS and such other information and materials as may be approved in writing by MNIS. Selling Dealer acknowledges that customers choosing between classes should carefully consider the fee structures of the classes in order to determine the most appropriate investment class. In accord with the NASD Rules of Fair Practice, Selling Dealer shall have reasonable grounds for believing that the recommendation of Fund shares is suitable based upon reasonable efforts to obtain appropriate suitability information from the Customer. 6. In determining the amount of any dealer allowance or sales commission payable to Selling Dealer hereunder, MNIS reserves the right with respect to sales of the Class A, Class B, Class C, Class D and Class E Shares to exclude any sales which MNIS reasonably determines are not made in accordance with the terms of the applicable Fund Prospectus and the provisions of this Agreement. Unless, at the time of transmitting an order with respect to Class A, Class B, Class C, Class D and Class E Shares, Selling Dealer advises MNIS or the Transfer Agent to the contrary, the shares of the Series ordered will be deemed to be the total holdings of the Customer for whom the order is transmitted. 7. Each exchange of shares of the Series (the investment of the proceeds from the redemption of shares of one class of a Series in the shares of another class of shares of the same Series or the same or another class of shares of another Series) shall, where available, be made in accordance with the terms of the Prospectus. 8. The procedures relating to orders and the handling thereof will be subject to the terms of the Prospectus and to instructions received by Selling Dealer from MNIS or the Transfer Agent from time to time. No conditional order will be accepted. Selling Dealer agrees that purchase orders placed by Selling Dealer will be made only for the purpose of covering purchase orders already received from Customers and that Selling Dealer will not make purchases of shares of the Series for any other securities dealer or broker. Selling Dealer shall place purchase orders from Customers with MNIS or the Transfer Agent immediately and shall not withhold the placement of such orders so as to profit Selling Dealer, provided, however, that the foregoing shall not prevent the purchase of shares of any Series by Selling Dealer for bona fide investment by Selling Dealer itself. Selling Dealer agrees that: (a) Selling Dealer shall not effect any transactions (including, without limitation, any purchases and redemptions) in any shares of the Series registered in the name of, or beneficially owned by, any Customer unless such Customer has granted Selling Dealer full right, power and authority to effect such transactions on behalf of such Customer, and (b) MNIS, the Fund, the Transfer Agent and the respective officers, directors or trustees, agents, employees and affiliates of MNIS, the Fund and each Transfer Agent (collectively, "indemnified persons") shall not be liable for, and shall be fully indemnified and held harmless by Selling Dealer from and against, any and all claims, demands, liabilities and expenses (including, without limitation, reasonable attorney's fees) that may be incurred by any indemnified person from Selling Dealer hereunder arising out of, or in connection with, (i) the execution of any transactions in shares of the Funds registered in the name of, or beneficially owned by, any Customer in reliance upon any oral or written instructions believed to be genuine by such indemnified person and to have been given by or on behalf of Selling Dealer; and (ii) the failure of Selling Dealer to comply with the terms of this Agreement. The indemnification agreement contained in this Paragraph 8 shall survive the termination of this Agreement. a) Selling Dealer agrees that payment for orders from Selling Dealer for the purchase of shares of the Series will be made in accordance with the terms of the Prospectus. b) On or before the settlement date of each purchase order for Class A, Class B, Class C, Class D and Class E Shares, Selling Dealer shall either (i) remit to an account designated by MNIS with the Transfer Agent an amount equal to the then-current net asset value in accordance with the terms of the applicable Prospectus, or (ii) remit to an account designated by MNIS with the Transfer Agent an amount equal to the then-current net asset value of such classes of shares as determined by MNIS in accordance with the terms of the applicable Prospectus, in which case Selling Dealer's dealer allowance, if any, with respect to such purchase order, as determined by MNIS in accordance with the terms of the applicable Prospectus, shall be payable to Selling Dealer on at least a monthly basis by MNIS. If payment for any purchase order for the classes of shares of a Series of the Fund is not received in accordance with the terms of the applicable Prospectus, MNIS reserves the right, without notice, to cancel the sale and to hold Selling Dealer responsible for any loss sustained as a result thereof. a) Selling Dealer will provide shareholder servicing, such as, but not limited to, responding to Customer inquiries and providing account information. MNIS will provide personnel during normal business hours to provide information about the Fund in response to Customer inquiries. b) In addition to the fees delineated above in paragraph 9(e), MNIS agrees, subject to the other terms and conditions of this Agreement, to pay Selling Dealer a service fee, and Selling Dealer agrees to accept the same as full payment therefor, accrued daily and payable quarterly at the annual rate of 0.25% of the average daily net assets of Class A, Class B, Class C, Class D and Class E Shares held by Customers. Accrual of such service fee by Selling Dealer shall commence with respect to each such classes of shares after such share is held for twelve months. Under each of the Class A, Class B, Class C, Class D and Class E Plans, the Fund is authorized to make expenditures of Fund assets for various distribution and support services. Selling Dealer understands and agrees that (i) the service fees are subject to the limitations contained in the Distribution Agreement and the Class A, Class B, Class C, Class D and Class E Plans, which may be amended or terminated at any time, and (ii) Selling Dealer's failure to provide services as agreed will render Selling Dealer ineligible to receive the service fees. 11. Selling Dealer hereby represents and warrants that: (a) Selling Dealer is a corporation, partnership or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which Selling Dealer is organized; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for Selling Dealer's lawful execution and delivery of this Agreement and Selling Dealer's performance hereunder have been obtained; and (c) upon execution and delivery by Selling Dealer, and assuming due and valid execution and delivery by MNIS, this Agreement will constitute a valid and binding agreement, enforceable against Selling Dealer in accordance with its terms. 12. Selling Dealer further represents and warrants that Selling Dealer is a member of the NASD and, with respect to any sales in the United States, Selling Dealer agrees to abide by all of the rules and regulations of the NASD, including, without limitation, its Conduct Rules. Selling Dealer agrees to comply with all applicable federal and state laws, rules and regulations. MNIS agrees to inform Selling Dealer, upon request, as to the states in which MNIS believes the shares of the respective classes of the respective Funds have been registered or qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states, but shall have no obligation or responsibility to make shares of any Fund available for sale to Customers in any jurisdiction. Selling Dealer agrees to notify MNIS immediately in the event of Selling Dealer's expulsion or suspension from the NASD. Selling Dealer's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Selling Dealer's suspension from the NASD will terminate this Agreement effective immediately upon written notice of termination to Selling Dealer. 13. The names and addresses and other information concerning Customers are and shall remain Selling Dealer's sole property, and neither MNIS nor the affiliates of MNIS shall use such names, addresses or other information for any purpose except in connection with the performance of the duties and responsibilities of MNIS hereunder and except for servicing and informational mailings relating to the Series and classes of shares of the Fund. The provisions of this Paragraph 13 shall survive the termination of this Agreement. 14. Neither this Agreement nor the performance of the services of the respective parties hereunder shall be considered to constitute an exclusive arrangement, or to create a partnership, association or joint venture between or among any combination of MNIS and Selling Dealer. None of the parties hereto shall be, act as, or represent itself as, the agent or representative of any of the other parties hereto, nor shall any party hereto have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of, or on behalf of, any of the other parties hereto. This Agreement is not intended to, and shall not, create any rights against any party hereto by any third party solely on account of this Agreement. None of the parties hereto shall use the name of any of the other parties hereto in any manner without such other party's prior written consent, except as required by any applicable federal or state law, rule or regulation, and except pursuant to any promotional programs mutually agreed upon in writing by the parties hereto. 15. Except as otherwise specifically provided herein, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal or overnight delivery or facsimile (with confirming copy by mail as provided herein). Unless otherwise notified in writing, all notices to MNIS shall be given or sent to MNIS at its office, located at 1100 Chase Square, Rochester, New York 14606; and all notices to Selling Dealer shall be given or sent to Selling Dealer at Selling Dealer's address shown below. 16. This Agreement shall become effective when accepted and signed by MNIS, and may be terminated at any time by any party hereto upon fifteen (15) days' prior written notice to the other parties hereto. To the extent permitted by law or regulation, including rules or regulations of any self-regulatory organization having jurisdiction with respect to this Agreement, this Agreement, including any schedules hereto, shall be deemed amended as provided in any written notice delivered by MNIS to the other parties hereto and otherwise may be amended only by a written instrument signed by all of the parties hereto. This Agreement may not be assigned by any party without the prior written consent of the other parties hereto. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes any and all prior agreements among the parties relating to said subject matter. 17. This Agreement shall apply to all shares of the Fund that are currently outstanding or being offered and that are offered and sold in the future, including the shares of all of the Series, and of all of the classes of shares of such Series, whether such Series or classes are currently established or are established hereafter. 18. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles of conflicts of laws. WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first written above. ATTEST: MANNING & NAPIER INVESTOR SERVICES, INC. By: Name: Name: Title: Title: ATTEST: NAME OF SELLING DEALER: Name: (Print or Type) Title: By: Name: Title: Address: Telephone Number: FAX Number: EX-99.B13 29 330 Antlers Drive Rochester, NY 14618 December 17, 1985 Manning & Napier Fund, Inc. One East Avenue Rochester, NY 14604 Gentlemen: The undersigned hereby represents and warrants, in connection with the purchase of 250 shares of capital stock, $.01 par value, of the Small Cap Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985, that such purchase was made for investment and not for distribution thereof and that the undersigned has no present intention to redeem or otherwise dispose of such Shares. Very truly yours, /s/ William J. Napier William J. Napier 55 Main Street Apt.1502 Roosevelt Island, NY 10044 December 17, 1985 Manning & Napier Fund, Inc. One East Avenue Rochester, NY 14604 Gentlemen: The undersigned hereby represents and warrants, in connection with the purchase of 250 shares of capital stock, $.01 par value, of the Small Cap Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985, that such purchase was made for investment and not for distribution thereof and that the undersigned has no present intention to redeem or otherwise dispose of such Shares. Very truly yours, /s/ Christopher W. Beal Christopher W. Beal 36 Buttermilk Hill Rd. Pittsford, NY 14534 December 17, 1985 Manning & Napier Fund, Inc. One East Avenue Rochester, NY 14604 Gentlemen: The undersigned hereby represents and warrants, in connection with the purchase of 250 shares of capital stock, $.01 par value, of the Small Cap Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985, that such purchase was made for investment and not for distribution thereof and that the undersigned has no present intention to redeem or otherwise dispose of such Shares. Very truly yours, /s/ Reuben Auspitz Reuben Auspitz 26 Thomville Circle Penfield, NY 14526 December 17, 1985 Manning & Napier Fund, Inc. One East Avenue Rochester, NY 14604 Gentlemen: The undersigned hereby represents and warrants, in connection with the purchase of 250 shares of capital stock, $.01 par value, of the Small Cap Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985, that such purchase was made for investment and not for distribution thereof and that the undersigned has no present intention to redeem or otherwise dispose of such shares. Very truly yours, /s/ William Manning William Manning EX-99.B16 30 EXHIBIT 16 Below is the schedule of computation for each performance quotation. The formula is as follows: P(1 = T)n = ERV Where: P = a hypothetical initial payment of $1,000 T = average annual total return N = number of years ERV = ending redeemable value of a hypothetical $1, 000 payment made at the beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year periods SMALL CAP SERIES For the year ended December 31, 1994: T = (1,080.06 / 1,000.00) 1/1 - 1 T = 8.01% Therefore . 1,000.00(1 + 14.64%) 1 = 1,146.36 For the year ended December 31, 1993 T = (1,146.36 / 1,000.00) 1/1 - 1 T = 14.64% Therefore 1,000.00(1 + 8.01%) 1 = 1,080.06 For the period April 30, 1992 - December 31, 1992: T = (1,161.99 / 1,000.00) 1/.67397 - 1 T = 25.0% Therefore 1,000.00(1 + 25.0%) .67397 = 1,161.99 For the year ended December 31, 1988: T = (1,003.36 / 1,000.00) 1/1 - 1 T = 0.33% Therefore 1,000.00 (1 + 0.33%) 1 = 1,003.36 For the year ended December 31, 1997: T = (1,108.91 / 1,000.00) 1/1 - 1 T = 10.89% Therefore 1,000.00(1 + 10.89%) 1 = 1,108.91 For the period January 6, 1986 - December 31, 1986: T = (808.00 / 1,000.00) 1/.98630 - 1 T = (19.44)% Therefore 1,000.00 (1 - 19.44%) .98630 = 808.00 TECHNOLOGY SERIES For the period August 29, 1994 - December 31, 1994: T = (1,135.00 / 1,000.00) 1/.34247 - 1 T = 44.7% Therefore 1,000.00(1 + 44.7%) .34247 = 1,135.00 For the year ended December 31, 1991: T = (1,361.00 / 1,000.00) 1/1 - 1 T = 36.1% Therefore 1,000.00(1 + 36.1%) 1 = 1,361.00 For the year ended December 31, 1990: T = (911.32 / 1,000.00) 1/1 - 1 T = (8.9)% Therefore 1,000.00 (1 - 8.9%) 1 = 911.32 For the year ended December 31, 1989: T = (991.00 / 1,000.00) 1/1 - 1 T = (.9)% Therefore 1,000.00(1 - .9%) 1 =991.00 For the period November 4, 1998 - December 31, 1988: T = (1,028.51 / 1,000.00) 1/158904 - 1 T = 19.04% Therefore 1,000.00 (1 + 19.04%) .158904 = 1,028.51 INTERNATIONAL SERIES For the year ended December 31, 1994: T = (855.23 / 1,000.00) 1/1 - 1 T = (14.48)% Therefore 1,000.00(1 - 14.48%) 1 = 855.23 For the year ended December 31, 1993: T = (1,260.19 / 1,000.00) 1/1 - 1 T = 26.0% Therefore 1,000.00 (1 + 26.0%) 1 = 1,260.19 International Series cont. For the period August 27, 1992 - December 31, 1992: T = (1,060.12 / 1,000.00) 1/.345205 - 1 T = 18.4% Therefore 1,000.00(1 + 18.4%) .345205 = 1,060.12 LIFE SCIENCES SERIES For the year ended December 31, 1994: T = (1,102.97 / 1,000.00) 1/1 - 1 T = 10.30% Therefore 1,000.00(1 + 10.30%) 1 = 1,120.97 For the year ended December 31, 1993: T = (1,031.56 / 1,000.00) 1/1 - 1 T = 3.16% Therefore 1,000.00 (1 + 3.16%) 1 = 1,031.56 For the period October 7, 1992 - December 31, 1992: T = (1,019.47 / 1,000.00) 1/.2328767 - 1 T = 8.6% Therefore 1,000.00(1 + 8.6%) .2328767 = 1,019.47 Performance for the Economic Sector Series, Commodity Series, Financial Services Series, Contrarian Series and the global Fixed Income Series is not included since the series have not commenced investment activities. BLENDED ASSET SERIES I For the year ended December 31, 1994: T = (992.04 / 1,000.00) 1/1 - 1 T = (0.80)% Therefore 1,000.00(1 - 0.80%) 1 = 992.04 For the period September 15, 1993 - December 31, 1993 T = (1,009.30 / 1,000.00) 1/.29589 - 1 T = 3.18% Therefore 1,000.00 (1 + 3.18%) .29589 = 1,009.30 BLENDED ASSET SERIES II For the year ended December 31, 1994: T = (1,035.22 / 1,000.00) 1/1 - 1 T = 3.52% Therefore 1,000.00(1 + 3.52%) 1 = 1,035.22 For the period October 12, 1993 - December 31, 1993: T = (998.17 / 1,000.00) 1/.221917 - 1 T = (.82)% Therefore 1,000.00 (1 - .82%) .221917 = 998.17 FLEXIBLE YIELD SERIES I For the period February 15, 1994 - December 31, 1994: T = (994.42 / 1,000.00) 1/.87671 - 1 T = (0.86)% Therefore 1,000.00(1 - 0.86%) .87671 = 994.42 FLEXIBLE YIELD SERIES II For the period February 15, 1994 - December 31, 1994: T = (953.10 / 1,000.00) 1/.87671 - 1 T = (5.33)% Therefore 1,000.00(1 - 5.33%) .87671 = 953.10 FLEXIBLE YIELD SERIES III For the year ended December 31, 1994: T = (941.72 / 1,000.00) 1/1 - 1 T = (5.83)% Therefore 1,000.00(1 - 5.83%) 1 = 941.72 For the period December 2, 1993 - December 31, 1993: T = (996.01 / 1,000.00) 1/.030137 - 1 T = (12.41)% Therefore 1,000.00 (1 - 12.41%) .030137 = 996.01 NEW YORK TAX EXEMPT SERIES For the period January 17, 1994 - December 31, 1994: T = (931.84 / 1,000.00) 1/.95616 - 1 T = (7.12)% Therefore 1,000.00(1 - 7.12%) .95616 = 931.84 Ohio Tax Exempt Series For the period February 14, 1994 - December 31, 1994: T = (937.72 / 1,000.00) 1/.87945 - 1 T = (7.05)% Therefore 1,000.00(1 - 7.05%) .87945 = 937.72 DIVERSIFIED TAX EXEMPT SERIES For the period February 14, 1994 - December 31, 1994: T = (946.14 / 1,000.00) 1/.87945 - 1 T = (6.10)% Therefore 1,000.00(1 - 6.10%) .87945 = 946.14 EX-99.B27 31 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] BLENDED ASSET SERIES I [NUMBER] 11 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 21,251,881 [INVESTMENTS-AT-VALUE] 21,982,638 [RECEIVABLES] 555,043 [ASSETS-OTHER] 113,455 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 22,651,136 [PAYABLE-FOR-SECURITIES] 507,714 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 212,932 [TOTAL-LIABILITIES] 720,646 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 19,498,961 [SHARES-COMMON-STOCK] 1,831,743 [SHARES-COMMON-PRIOR] 1,588,453 [ACCUMULATED-NII-CURRENT] 274,768 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 1,426,004 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 730,757 [NET-ASSETS] 21,930,490 [DIVIDEND-INCOME] 84,263 [INTEREST-INCOME] 839,782 [OTHER-INCOME] 0 [EXPENSES-NET] 241,513 [NET-INVESTMENT-INCOME] 682,532 [REALIZED-GAINS-CURRENT] 1,431,876 [APPREC-INCREASE-CURRENT] 342,311 [NET-CHANGE-FROM-OPS] 2,456,719 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 730,167 [DISTRIBUTIONS-OF-GAINS] 296,105 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 514,345 [NUMBER-OF-SHARES-REDEEMED] 362,106 [SHARES-REINVESTED] 91,051 [NET-CHANGE-IN-ASSETS] 4,136,982 [ACCUMULATED-NII-PRIOR] 319,657 [ACCUMULATED-GAINS-PRIOR] 292,979 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 201,261 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 250,001 [AVERAGE-NET-ASSETS] 20,025,396 [PER-SHARE-NAV-BEGIN] 11.20 [PER-SHARE-NII] 0.390 [PER-SHARE-GAIN-APPREC] 1.010 [PER-SHARE-DIVIDEND] 0.442 [PER-SHARE-DISTRIBUTIONS] 0.188 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 11.97 [EXPENSE-RATIO] 1.20 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 32 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] BLENDED ASSET SERIES II [NUMBER] 12 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 48,352,079 [INVESTMENTS-AT-VALUE] 50,861,761 [RECEIVABLES] 1,252,195 [ASSETS-OTHER] 139,500 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 52,253,456 [PAYABLE-FOR-SECURITIES] 1,269,130 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 61,960 [TOTAL-LIABILITIES] 1,331,090 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 41,743,977 [SHARES-COMMON-STOCK] 3,466,675 [SHARES-COMMON-PRIOR] 2,529,773 [ACCUMULATED-NII-CURRENT] 437,931 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 6,230,776 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 2,509,682 [NET-ASSETS] 50,922,366 [DIVIDEND-INCOME] 282,328 [INTEREST-INCOME] 1,235,671 [OTHER-INCOME] 0 [EXPENSES-NET] 483,954 [NET-INVESTMENT-INCOME] 1,034,045 [REALIZED-GAINS-CURRENT] 6,250,473 [APPREC-INCREASE-CURRENT] 48,699 [NET-CHANGE-FROM-OPS] 7,333,217 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 1,092,397 [DISTRIBUTIONS-OF-GAINS] 1,048,673 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 1,218,144 [NUMBER-OF-SHARES-REDEEMED] 445,116 [SHARES-REINVESTED] 163,874 [NET-CHANGE-IN-ASSETS] 17,923,668 [ACCUMULATED-NII-PRIOR] 475,782 [ACCUMULATED-GAINS-PRIOR] 1,049,477 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 422,101 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 483,954 [AVERAGE-NET-ASSETS] 42,049,034 [PER-SHARE-NAV-BEGIN] 13.04 [PER-SHARE-NII] 0.325 [PER-SHARE-GAIN-APPREC] 2.130 [PER-SHARE-DIVIDEND] 0.393 [PER-SHARE-DISTRIBUTIONS] 0.412 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 14.69 [EXPENSE-RATIO] 1.15 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 33 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] DEFENSIVE SERIES [NUMBER] 2 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 1,753,349 [INVESTMENTS-AT-VALUE] 1,779,329 [RECEIVABLES] 32,918 [ASSETS-OTHER] 2,005 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 1,814,252 [PAYABLE-FOR-SECURITIES] 11,276 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 38,940 [TOTAL-LIABILITIES] 50,216 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 1,678,858 [SHARES-COMMON-STOCK] 164,649 [SHARES-COMMON-PRIOR] 72,442 [ACCUMULATED-NII-CURRENT] 31,890 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 27,308 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 25,980 [NET-ASSETS] 1,764,036 [DIVIDEND-INCOME] 2,092 [INTEREST-INCOME] 74,704 [OTHER-INCOME] 0 [EXPENSES-NET] 14,103 [NET-INVESTMENT-INCOME] 62,693 [REALIZED-GAINS-CURRENT] 27,310 [APPREC-INCREASE-CURRENT] 27,116 [NET-CHANGE-FROM-OPS] 117,119 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 41,851 [DISTRIBUTIONS-OF-GAINS] 6,511 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 166,901 [NUMBER-OF-SHARES-REDEEMED] 79,413 [SHARES-REINVESTED] 4,719 [NET-CHANGE-IN-ASSETS] 1,018,831 [ACCUMULATED-NII-PRIOR] 11,048 [ACCUMULATED-GAINS-PRIOR] 6,509 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 11,283 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 36,574 [AVERAGE-NET-ASSETS] 1,405,147 [PER-SHARE-NAV-BEGIN] 10.29 [PER-SHARE-NII] 0.426 [PER-SHARE-GAIN-APPREC] 0.447 [PER-SHARE-DIVIDEND] 0.385 [PER-SHARE-DISTRIBUTIONS] 0.068 [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 10.71 [EXPENSE-RATIO] 1.00 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 34 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] DIVERSIFIED TAX EXEMPT SERIES [NUMBER] 18 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 21917286 [INVESTMENTS-AT-VALUE] 23093418 [RECEIVABLES] 491393 [ASSETS-OTHER] 89950 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 23674761 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 23555 [TOTAL-LIABILITIES] 23555 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 22438636 [SHARES-COMMON-STOCK] 2233499 [SHARES-COMMON-PRIOR] 1655972 [ACCUMULATED-NII-CURRENT] 44809 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (8371) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 1176132 [NET-ASSETS] 23651206 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 987519 [OTHER-INCOME] 0 [EXPENSES-NET] 134013 [NET-INVESTMENT-INCOME] 853506 [REALIZED-GAINS-CURRENT] 0 [APPREC-INCREASE-CURRENT] 670358 [NET-CHANGE-FROM-OPS] 1523864 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 843987 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 643012 [NUMBER-OF-SHARES-REDEEMED] 144215 [SHARES-REINVESTED] 78730 [NET-CHANGE-IN-ASSETS] 6702523 [ACCUMULATED-NII-PRIOR] 35290 [ACCUMULATED-GAINS-PRIOR] (8371) [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 96872 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 134013 [AVERAGE-NET-ASSETS] 19467197 [PER-SHARE-NAV-BEGIN] 10.23 [PER-SHARE-NII] 0.434 [PER-SHARE-GAIN-APPREC] 0.361 [PER-SHARE-DIVIDEND] 0.435 [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.59 [EXPENSE-RATIO] 0.69 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 35 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] FLEXIBLE YIELD SERIES I [NUMBER] 13 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 633,560 [INVESTMENTS-AT-VALUE] 641,400 [RECEIVABLES] 23,570 [ASSETS-OTHER] 6,356 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 671,326 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 21,494 [TOTAL-LIABILITIES] 21,494 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 633,843 [SHARES-COMMON-STOCK] 62,539 [SHARES-COMMON-PRIOR] 47,974 [ACCUMULATED-NII-CURRENT] 10,842 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (2,693) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 7,840 [NET-ASSETS] 649,832 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 37,457 [OTHER-INCOME] 0 [EXPENSES-NET] 4,380 [NET-INVESTMENT-INCOME] 33,077 [REALIZED-GAINS-CURRENT] (2,250) [APPREC-INCREASE-CURRENT] 4,259 [NET-CHANGE-FROM-OPS] 35,086 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 28,418 [DISTRIBUTIONS-OF-GAINS] 1,988 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 53,796 [NUMBER-OF-SHARES-REDEEMED] 42,043 [SHARES-REINVESTED] 2,812 [NET-CHANGE-IN-ASSETS] 156,935 [ACCUMULATED-NII-PRIOR] 5,336 [ACCUMULATED-GAINS-PRIOR] 2,392 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 2,189 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 23,935 [AVERAGE-NET-ASSETS] 613,277 [PER-SHARE-NAV-BEGIN] 10.27 [PER-SHARE-NII] 0.505 [PER-SHARE-GAIN-APPREC] 0.099 [PER-SHARE-DIVIDEND] 0.456 [PER-SHARE-DISTRIBUTIONS] 0.028 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.39 [EXPENSE-RATIO] 0.70 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 36 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] FLEXIBLE YIELD SERIES II [NUMBER] 14 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 672,468 [INVESTMENTS-AT-VALUE] 699,658 [RECEIVABLES] 24,868 [ASSETS-OTHER] 31,903 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 756,429 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 38,205 [TOTAL-LIABILITIES] 38,205 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 678,018 [SHARES-COMMON-STOCK] 70,205 [SHARES-COMMON-PRIOR] 47,655 [ACCUMULATED-NII-CURRENT] 8,569 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 4,447 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 27,190 [NET-ASSETS] 718,224 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 40,286 [OTHER-INCOME] 0 [EXPENSES-NET] 5,150 [NET-INVESTMENT-INCOME] 35,136 [REALIZED-GAINS-CURRENT] 5,404 [APPREC-INCREASE-CURRENT] 11,090 [NET-CHANGE-FROM-OPS] 51,630 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 36,179 [DISTRIBUTIONS-OF-GAINS] 382 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 46,530 [NUMBER-OF-SHARES-REDEEMED] 27,676 [SHARES-REINVESTED] 3,696 [NET-CHANGE-IN-ASSETS] 236,930 [ACCUMULATED-NII-PRIOR] 8,750 [ACCUMULATED-GAINS-PRIOR] 287 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 2,897 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 23,939 [AVERAGE-NET-ASSETS] 646,559 [PER-SHARE-NAV-BEGIN] 10.10 [PER-SHARE-NII] 0.523 [PER-SHARE-GAIN-APPREC] 0.212 [PER-SHARE-DIVIDEND] 0.597 [PER-SHARE-DISTRIBUTIONS] 0.008 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.23 [EXPENSE-RATIO] 0.80 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 37 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] FLEXIBLE YIELD SERIES III [NUMBER] 15 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 1,207,909 [INVESTMENTS-AT-VALUE] 1,294,501 [RECEIVABLES] 28,425 [ASSETS-OTHER] 43,084 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 1,366,010 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 20,729 [TOTAL-LIABILITIES] 20,729 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 1,240,479 [SHARES-COMMON-STOCK] 129,274 [SHARES-COMMON-PRIOR] 108,427 [ACCUMULATED-NII-CURRENT] 17,515 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 695 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 86,592 [NET-ASSETS] 1,345,281 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 83,411 [OTHER-INCOME] 0 [EXPENSES-NET] 10,623 [NET-INVESTMENT-INCOME] 72,788 [REALIZED-GAINS-CURRENT] 1,966 [APPREC-INCREASE-CURRENT] 48,709 [NET-CHANGE-FROM-OPS] 123,463 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 73,237 [DISTRIBUTIONS-OF-GAINS] 4,865 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 76,364 [NUMBER-OF-SHARES-REDEEMED] 62,307 [SHARES-REINVESTED] 6,790 [NET-CHANGE-IN-ASSETS] 247,417 [ACCUMULATED-NII-PRIOR] 16,958 [ACCUMULATED-GAINS-PRIOR] 4,600 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 6,249 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 28,459 [AVERAGE-NET-ASSETS] 1,243,044 [PER-SHARE-NAV-BEGIN] 10.13 [PER-SHARE-NII] 0.580 [PER-SHARE-GAIN-APPREC] 0.355 [PER-SHARE-DIVIDEND] 0.610 [PER-SHARE-DISTRIBUTIONS] 0.045 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.41 [EXPENSE-RATIO] 0.85 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 38 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] GLOBAL FIXED INCOME SERIES [NUMBER] 10 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] NOV-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 2-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 123307464 [INVESTMENTS-AT-VALUE] 123831824 [RECEIVABLES] 3144372 [ASSETS-OTHER] 368530 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 127344726 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 173085 [TOTAL-LIABILITIES] 173085 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 125688985 [SHARES-COMMON-STOCK] 12568715 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 21366 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 19667 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 1441623 [NET-ASSETS] 127171641 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 1244662 [OTHER-INCOME] 0 [EXPENSES-NET] 232739 [NET-INVESTMENT-INCOME] 1011923 [REALIZED-GAINS-CURRENT] 11482 [APPREC-INCREASE-CURRENT] 1441623 [NET-CHANGE-FROM-OPS] 2465028 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 982372 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 12643992 [NUMBER-OF-SHARES-REDEEMED] 172086 [SHARES-REINVESTED] 96809 [NET-CHANGE-IN-ASSETS] 127171641 [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 209630 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 232739 [AVERAGE-NET-ASSETS] 125739628 [PER-SHARE-NAV-BEGIN] 10.00 [PER-SHARE-NII] 0.081 [PER-SHARE-GAIN-APPREC] 0.118 [PER-SHARE-DIVIDEND] 0.079 [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.12 [EXPENSE-RATIO] 1.09 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 39 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] INTERNATIONAL SERIES [NUMBER] 7 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 146474365 [INVESTMENTS-AT-VALUE] 195218227 [RECEIVABLES] 1415341 [ASSETS-OTHER] 2946372 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 199579940 [PAYABLE-FOR-SECURITIES] 46061 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 278010 [TOTAL-LIABILITIES] 324071 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 147695277 [SHARES-COMMON-STOCK] 15235031 [SHARES-COMMON-PRIOR] 12939100 [ACCUMULATED-NII-CURRENT] (51917) [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 2126327 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 49486182 [NET-ASSETS] 199255869 [DIVIDEND-INCOME] 2808217 [INTEREST-INCOME] 1274181 [OTHER-INCOME] 0 [EXPENSES-NET] 1950881 [NET-INVESTMENT-INCOME] 2131517 [REALIZED-GAINS-CURRENT] 18953046 [APPREC-INCREASE-CURRENT] 20653854 [NET-CHANGE-FROM-OPS] 41738417 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 2124831 [DISTRIBUTIONS-OF-GAINS] 19807200 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 1557079 [NUMBER-OF-SHARES-REDEEMED] 956763 [SHARES-REINVESTED] 1695615 [NET-CHANGE-IN-ASSETS] 49924520 [ACCUMULATED-NII-PRIOR] 110482 [ACCUMULATED-GAINS-PRIOR] 2811395 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 1804670 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 1950881 [AVERAGE-NET-ASSETS] 179300575 [PER-SHARE-NAV-BEGIN] 11.54 [PER-SHARE-NII] 0.154 [PER-SHARE-GAIN-APPREC] 2.992 [PER-SHARE-DIVIDEND] 0.150 [PER-SHARE-DISTRIBUTIONS] 1.456 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 13.08 [EXPENSE-RATIO] 1.08 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 40 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] MAXIMUM HORIZON SERIES [NUMBER] 5 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 9,891,254 [INVESTMENTS-AT-VALUE] 9,865,452 [RECEIVABLES] 19,016 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 9,884,468 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 32,774 [TOTAL-LIABILITIES] 32,774 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 8,841,077 [SHARES-COMMON-STOCK] 691,741 [SHARES-COMMON-PRIOR] 138,282 [ACCUMULATED-NII-CURRENT] 29,439 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 1,006,980 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] (25,802) [NET-ASSETS] 9,851,694 [DIVIDEND-INCOME] 66,023 [INTEREST-INCOME] 53,893 [OTHER-INCOME] 0 [EXPENSES-NET] 67,385 [NET-INVESTMENT-INCOME] 52,531 [REALIZED-GAINS-CURRENT] 1,008,486 [APPREC-INCREASE-CURRENT] (64,888) [NET-CHANGE-FROM-OPS] 996,129 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 26,434 [DISTRIBUTIONS-OF-GAINS] 11,941 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 604,488 [NUMBER-OF-SHARES-REDEEMED] 54,012 [SHARES-REINVESTED] 2,983 [NET-CHANGE-IN-ASSETS] 8,277,703 [ACCUMULATED-NII-PRIOR] 3,342 [ACCUMULATED-GAINS-PRIOR] 10,435 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 56,154 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 87,068 [AVERAGE-NET-ASSETS] 5,526,057 [PER-SHARE-NAV-BEGIN] 11.38 [PER-SHARE-NII] 0.101 [PER-SHARE-GAIN-APPREC] 2.919 [PER-SHARE-DIVIDEND] 0.082 [PER-SHARE-DISTRIBUTIONS] 0.078 [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 14.24 [EXPENSE-RATIO] 1.20 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 41 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] NEW YORK TAX EXEMPT [NUMBER] 16 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 43141169 [INVESTMENTS-AT-VALUE] 45133037 [RECEIVABLES] 579975 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 45713012 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 31695 [TOTAL-LIABILITIES] 31695 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 43611215 [SHARES-COMMON-STOCK] 4403651 [SHARES-COMMON-PRIOR] 3741281 [ACCUMULATED-NII-CURRENT] 98046 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (19812) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 1991868 [NET-ASSETS] 45681317 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 2059931 [OTHER-INCOME] 0 [EXPENSES-NET] 252765 [NET-INVESTMENT-INCOME] 1807166 [REALIZED-GAINS-CURRENT] 632 [APPREC-INCREASE-CURRENT] 1603090 [NET-CHANGE-FROM-OPS] 3410888 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 1768897 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 880742 [NUMBER-OF-SHARES-REDEEMED] 389781 [SHARES-REINVESTED] 171409 [NET-CHANGE-IN-ASSETS] 8356439 [ACCUMULATED-NII-PRIOR] 59777 [ACCUMULATED-GAINS-PRIOR] (20444) [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 207477 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 252765 [AVERAGE-NET-ASSETS] 41504281 [PER-SHARE-NAV-BEGIN] 9.98 [PER-SHARE-NII] 0.431 [PER-SHARE-GAIN-APPREC] 0.384 [PER-SHARE-DIVIDEND] 0.425 [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.37 [EXPENSE-RATIO] 0.61 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 42 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] OHIO EXEMPT SERIES [NUMBER] 17 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 8714837 [INVESTMENTS-AT-VALUE] 9249591 [RECEIVABLES] 74135 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 9323726 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 17748 [TOTAL-LIABILITIES] 17748 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 8764450 [SHARES-COMMON-STOCK] 883723 [SHARES-COMMON-PRIOR] 756391 [ACCUMULATED-NII-CURRENT] 7553 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (779) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 534754 [NET-ASSETS] 9305978 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 449703 [OTHER-INCOME] 0 [EXPENSES-NET] 68917 [NET-INVESTMENT-INCOME] 380786 [REALIZED-GAINS-CURRENT] (779) [APPREC-INCREASE-CURRENT] 296013 [NET-CHANGE-FROM-OPS] 676020 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 375341 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 312374 [NUMBER-OF-SHARES-REDEEMED] 219088 [SHARES-REINVESTED] 34046 [NET-CHANGE-IN-ASSETS] 1608423 [ACCUMULATED-NII-PRIOR] 2108 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 43617 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 68917 [AVERAGE-NET-ASSETS] 8699682 [PER-SHARE-NAV-BEGIN] 10.18 [PER-SHARE-NII] 0.446 [PER-SHARE-GAIN-APPREC] 0.344 [PER-SHARE-DIVIDEND] 0.440 [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.53 [EXPENSE-RATIO] 0.79 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 43 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] SMALL CAP SERIES [NUMBER] 1 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 124138613 [INVESTMENTS-AT-VALUE] 122384002 [RECEIVABLES] 114743 [ASSETS-OTHER] 138871 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 122637616 [PAYABLE-FOR-SECURITIES] 874372 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 163218 [TOTAL-LIABILITIES] 1037590 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 116576882 [SHARES-COMMON-STOCK] 10087625 [SHARES-COMMON-PRIOR] 8326380 [ACCUMULATED-NII-CURRENT] 0 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 6748399 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] (1725255) [NET-ASSETS] 121600026 [DIVIDEND-INCOME] 519431 [INTEREST-INCOME] 597626 [OTHER-INCOME] 0 [EXPENSES-NET] 1258555 [NET-INVESTMENT-INCOME] (141498) [REALIZED-GAINS-CURRENT] 21344730 [APPREC-INCREASE-CURRENT] (8858291) [NET-CHANGE-FROM-OPS] 12344941 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 105557 [DISTRIBUTIONS-OF-GAINS] 13616840 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 1150766 [NUMBER-OF-SHARES-REDEEMED] 509007 [SHARES-REINVESTED] 1119486 [NET-CHANGE-IN-ASSETS] 20911599 [ACCUMULATED-NII-PRIOR] 82416 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 814852 [GROSS-ADVISORY-FEES] 1169030 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 1258555 [AVERAGE-NET-ASSETS] 116173298 [PER-SHARE-NAV-BEGIN] 12.09 [PER-SHARE-NII] (0.015) [PER-SHARE-GAIN-APPREC] 1.502 [PER-SHARE-DIVIDEND] (0.009) [PER-SHARE-DISTRIBUTIONS] 1.518 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 12.05 [EXPENSE-RATIO] 1.07 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99.B27 44 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] TAX MANAGED SERIES [NUMBER] 8 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] OCT-31-1997 [PERIOD-START] NOV-01-1996 [PERIOD-END] OCT-31-1997 [PERIOD-TYPE] YEAR [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 393,962 [INVESTMENTS-AT-VALUE] 483,570 [RECEIVABLES] 55,964 [ASSETS-OTHER] 43,355 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 582,889 [PAYABLE-FOR-SECURITIES] 35,529 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 23,163 [TOTAL-LIABILITIES] 58,692 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 420,386 [SHARES-COMMON-STOCK] 34,491 [SHARES-COMMON-PRIOR] 19,300 [ACCUMULATED-NII-CURRENT] 0 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 14,203 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 89,608 [NET-ASSETS] 524,197 [DIVIDEND-INCOME] 2,581 [INTEREST-INCOME] 1,172 [OTHER-INCOME] 0 [EXPENSES-NET] 4,042 [NET-INVESTMENT-INCOME] (289) [REALIZED-GAINS-CURRENT] 14,448 [APPREC-INCREASE-CURRENT] 58,457 [NET-CHANGE-FROM-OPS] 72,616 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 0 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 16,041 [NUMBER-OF-SHARES-REDEEMED] 850 [SHARES-REINVESTED] 0 [NET-CHANGE-IN-ASSETS] 299,817 [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] (245) [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 3,368 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 27,245 [AVERAGE-NET-ASSETS] 338,590 [PER-SHARE-NAV-BEGIN] 11.63 [PER-SHARE-NII] (0.008) [PER-SHARE-GAIN-APPREC] 3.578 [PER-SHARE-DIVIDEND] 0.00 [PER-SHARE-DISTRIBUTIONS] 0.00 [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 15.20 [EXPENSE-RATIO] 1.20 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 EX-99 45 [ARTICLE] 6 [LEGEND] [RESTATED] [CIK] 0000751173 [NAME] MANNING & NAPIER FUND, INC. [SERIES] [NAME] WORLD OPPORTUNITIES SERIES [NUMBER] 19 [MULTIPLIER] 1 [CURRENCY] 1 [FISCAL-YEAR-END] DEC-31-1997 [PERIOD-START] JAN-01-1997 [PERIOD-END] DEC-31-1997 [PERIOD-TYPE] 12-MOS [EXCHANGE-RATE] 1 [INVESTMENTS-AT-COST] 96168620 [INVESTMENTS-AT-VALUE] 91654926 [RECEIVABLES] 720644 [ASSETS-OTHER] 2968901 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 95344471 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 129520 [TOTAL-LIABILITIES] 129520 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 98634359 [SHARES-COMMON-STOCK] 9755164 [SHARES-COMMON-PRIOR] 7418858 [ACCUMULATED-NII-CURRENT] 183266 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 461471 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] (4064145) [NET-ASSETS] 95214951 [DIVIDEND-INCOME] 1435732 [INTEREST-INCOME] 360982 [OTHER-INCOME] 0 [EXPENSES-NET] 1062856 [NET-INVESTMENT-INCOME] 733858 [REALIZED-GAINS-CURRENT] 11636976 [APPREC-INCREASE-CURRENT] (7176949) [NET-CHANGE-FROM-OPS] 5193885 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 730313 [DISTRIBUTIONS-OF-GAINS] 11273357 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 1618889 [NUMBER-OF-SHARES-REDEEMED] 543078 [SHARES-REINVESTED] 1260495 [NET-CHANGE-IN-ASSETS] 17876631 [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 21631 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 923011 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 1062856 [AVERAGE-NET-ASSETS] 91501822 [PER-SHARE-NAV-BEGIN] 10.42 [PER-SHARE-NII] 0.086 [PER-SHARE-GAIN-APPREC] 0.669 [PER-SHARE-DIVIDEND] 0.086 [PER-SHARE-DISTRIBUTIONS] 1.329 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 9.76 [EXPENSE-RATIO] 1.15 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 -----END PRIVACY-ENHANCED MESSAGE-----