UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant  [X]

Filed by a Party other than the Registrant  [  ]

Check the appropriate box:

[]   Preliminary Proxy Statement

MANNING & NAPIER FUND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

July 1, 2015

MANNING & NAPIER FUND, INC.

Core Bond Series

Disciplined Value Series

Equity Income Series

High Yield Bond Series

International Series

Shareholder ProxyPro-Blend^® Conservative Term Series

YourPro-Blend^® Moderate Term Series

Pro-Blend^® Extended Term Series

Pro-Blend^® Maximum Term Series

Real Estate Series

Strategic Income Moderate Series

Unconstrained Bond Series

April 4, 2018

Dear Shareholder,

You are receiving this letter and the accompanying Notice and Proxy Statement because of your investment in Class S Shares of one or more of the series of the Manning & Napier Fund, Inc. (the “Fund”) listed above (the “Series”).

We are seeking your approval for a proposal that, together with other changes, is expected to have either no effect on the expenses of the Series’ Class S shares, or, for the Class S shares of a number of Series, is expected to result in savings for shareholders, based on current asset levels.

A meeting of Class S shareholders of the Series will be held on May 25, 2018, at the offices of Manning & Napier at 290 Woodcliff Drive, Fairport, NY 14450 at 11:00 a.m. Eastern Time (the “Meeting”).

At the Meeting, Class S shareholders of each Series will be asked to approve the adoption of a Rule12b-1 Distribution and Shareholder Services Plan (the“12b-1 Plan”) for the Class S Shares of the Series. If the12b-1 Plan is approved by Class S shareholders of a Series, the current shareholder services fee paid by Class S Shares of the Series would be replaced with a distribution and/or shareholder services fee(“12b-1 fee”) payable at an annual rate of up to 0.25% of the average daily net assets of the Class S Shares of the Series. At the same time, certain other changes described in the accompanying Proxy Statement will be made to the fees and expenses of the Class S Shares of the Series such that, at current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of each Series are expected to stay the same or decrease.

More information about the12b-1 Plan and the concurrent changes to the fees and expenses of the Class S Shares of the Series is contained in the accompanying Proxy Statement. Please review the Proxy Statement carefully and retain it for future reference.

The Board of Directors of the Fund (the “Board”) determined that there is a reasonable likelihood that the12b-1 Plan will benefit the Class S shareholders and that the12b-1 Plan is in the best interest of the Class S Shares of each Series. Accordingly,the Board unanimously approved the12b-1 Plan, and recommends that you vote “FOR” the12b-1 Plan.

Whether or not you plan to attend the Meeting,we need your vote.The12b-1 Plan must be approved by the Class S shareholders of a Series before it can be implemented for the class. In the event that insufficient votes are received from Class S shareholders of a Series, the Meeting may be adjourned with respect to that Series to permit further solicitation of proxies.

Voting is important!quick and easy. Everything you need is enclosed.Please vote by Internet, phone, or mail today.

Please readThank you for taking the time to consider this important proposal and respond today.for your continuing investment.

See inside for informationSincerely,

that affects your

Michele T. Mosca

President, Chairman and Director

Manning & Napier Fund, Inc.

investments.

QUESTIONS AND ANSWERS

The following is a summary of certain information contained elsewhere in this Proxy Statement. Shareholders should read the entire Proxy Statement carefully for more complete information.

Why did you send me this Proxy Statement?

You are receiving this Proxy Statement because you owned Class S Shares of one or more of the series of the Manning & Napier Fund, Inc. (the “Fund”) covered by the Proxy Statement (the “Series”) as of March 27, 2018 (the “Record Date”) and have the right to vote on the proposal described herein. This Proxy Statement contains information that shareholders should know before voting.

What am I being asked to vote on?

You are being asked to approve a Distribution and Shareholder Services Plan (the“12b-1 Plan”) for the Class S Shares of the Series.

How does the Board of Directors of the Fund (the “Board”) suggest that I vote?

The Board determined that there is a reasonable likelihood that the12b-1 Plan will benefit the Class S shareholders and that the12b-1 Plan is in the best interest of the Class S Shares of each Series. Accordingly, the Board unanimously approved the12b-1 Plan, and recommends that shareholders vote “FOR” the12b-1 Plan.

Is my vote important?

Yes. The12b-1 Plan must be approved by the Class S shareholders of a Series before it can be implemented for the class. We need your vote to ensure that a quorum is reached and the12b-1 Plan can be voted upon.

How do I vote?

You can vote in one of four ways:

We encourage you to vote as soon as possible so we can reach the needed quorum for the vote. Please refer to the enclosed proxy card for easy instructions for voting by Internet, phone, or mail.

Why would adoption of the12b-1 Plan benefit shareholders?

The12b-1 Plan provides a method of paying for distribution, shareholder, and/or administrative services provided by the Fund’s distributor, Manning & Napier Investor Services, Inc., or financial intermediaries. The12b-1 Plan would replace the Class S Shares’ current shareholder services plan, which cannot be used to pay for distribution services. Because the12b-1 Plan provides a method of paying for distribution services, it has the potential to increase the assets of the Series, and lead to lower expenses due to greater economies of scale and a wider range of investment opportunities. There can be no guarantee, however, that these potentials will be achieved.

What will be the effect of the12b-1 Plan on the Class S Shares’ expenses?

If the12b-1 Plan is approved by Class S shareholders of a Series, the current shareholder services fee paid by Class S Shares of the Series would be replaced with a distribution and/or shareholder services fee(“12b-1 fee”) payable at an annual rate of up to 0.25% of the average daily net assets of the Class S Shares of the Series. At the same time, certain other changes to the fees and expenses of the Class S Shares of the Series will be made such that, at current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of each Series are expected to stay the same or decrease. More information about the concurrent changes to the fees and expenses of the Class S Shares of the Series is contained in the “Concurrent Changes Impacting Expenses” section of the Proxy Statement.

What will happen if a Series’ Class S shareholders do not approve the12b-1 Plan for their Series?

If the12b-1 Plan is not approved by the Class S shareholders of a Series, the Board will take such action as it determines to be in the best interest of the Class S Shares of the Series, and may consider other alternatives, including retaining the current shareholder services fee for the class. The approval of the12b-1 Plan for the Class S shares of one Series is not contingent on the approval of the12b-1 Plan for the Class S shares of any other Series.

Who will pay the costs of the proxy solicitation?

Manning & Napier Advisors, LLC, the investment advisor of the Series, will pay the cost of preparing, printing and mailing the enclosed proxy card(s) and Proxy Statement and all other costs incurred in connection with the solicitation of proxies.

Whom should I call if I have questions?

For additional voting information, please call the Fund’s proxy solicitor toll-free at1-800-581-5238. Representatives will be available Monday through Friday from 9:00 a.m. to 10:00 p.m., Eastern Time.

MANNING & NAPIER FUND, INC.

Core Bond Series

Disciplined Value Series

Equity Income Series

High Yield Bond Series

International Series

Pro-Blend^® Conservative Term Series

Pro-Blend^® Moderate Term Series

Pro-Blend^® Extended Term Series

Pro-Blend^® Maximum Term Series

Real Estate Series

Strategic Income Moderate Series

Unconstrained Bond Series

290 WOODCLIFF DRIVE

FAIRPORT, NEW YORK 14450

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 18, 2015May 25, 2018, 2018

Notice is hereby given that a meeting of Class S shareholders of the above referenced series (the “Meeting”“Series”) of Manning & Napier Fund, Inc. (the “Fund”) will be held at the offices of the Fund, 290 Woodcliff Drive, Fairport, New York 14450, on Tuesday, August 18, 2015,May 25, 2018, beginning at 9:11:00 a.m. (Eastern Time)Eastern Time (the “Meeting”).

At the Meeting, Class S shareholders of the Fundeach Series will be asked to elect six members toapprove the Boardadoption of Directorsa Rule12b-1 Distribution and Shareholder Services Plan(“12b-1 Plan”) for the Class S Shares of the Fund (the “Board”),their Series, and to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

The attached Proxy Statement provides additional information about the Meeting. Shareholders of record of the FundClass S Shares of the Series as of the close of business on June 10, 2015March 27, 2018 are entitled to vote at the Meeting and any adjournments(s)adjournment(s) thereof. Each shareClass S Share of the Funda Series is entitled to one vote, and a proportionate fractional vote for each fractional share.

Whether or not you plan to attend the Meeting in person, please vote your shares. To vote by mail please complete, date, and sign the enclosed proxy card(s)

and return it in the self-addressed, postage-paid envelope.If you return thea properly executed proxy card(s)card by mail and no instructions are marked on the proxy card(s),card, the proxy will vote your shares FORfor the electionadoption of each nominee and in the discretion of the person named as proxy in connection with any other matter that may properly come before the Meeting.12b-1 Plan.If you have returned a proxy card(s)card and are present at the Meeting, you may change the vote specified in the proxy at that time. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy. You may also vote by telephone or Internet, as follows:

To vote by telephone:

We encourage you to vote by telephone or Internet using the control number that appears on the enclosed proxy card(s). Voting by telephone or Internet will reduce the time and costs associated with this proxy solicitation. Whichever method of voting you choose, please read the enclosed Proxy Statement carefully before you vote.

The persons named as proxies will vote in their discretion on any other business thatas may be properly comebrought before the Meeting or any adjournmentsadjournment(s) thereof.

If the necessary quorum to transact business or the vote required to approve the electionadoption of the12b-1 Plan for the Class S Shares of any nomineeSeries is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such Series in accordance with applicable law to permit further solicitations of proxies.

Important Notice Regarding the Availability of Proxy Materials for the

the Shareholder Meeting To Be Held on August 18, 2015.May 25, 2018.

The proxy statement is available atproxyvote.comproxyonline.com/docs/manningandnapier2018.pdf.

For additional voting information, shareholders should call1-800-581-5238 Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

PLEASE RESPOND – WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICIATION.SOLICITATION. YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO SUPPORT THE BOARD OF DIRECTORS’ RECOMMENDATIONSRECOMMENDATION AND VOTE FOR“FOR” THE ELECTIONADOPTION OF ALL NOMINEES.THE12B-1 PLAN.

By order of the Board of Directors,

Jodi L. Hedberg

Secretary

July 1, 2015

MANNING & NAPIER FUND, INC.

SPECIAL MEETING OF SHAREHOLDERS

To be held on Tuesday, August 18, 2015May 25, 2018

PROXY STATEMENT

GENERAL

This document is a proxy statement (the “Proxy Statement”). This Proxy Statement and enclosed proxy card(s) are being furnished to Class S shareholders of each of the Core Bond Series, Disciplined Value Series, Diversified Tax Exempt Series, Dynamic Opportunities Series, Emerging Markets Series, Equity Series, Equity Income Series, Focused Opportunities Series, Global Fixed Income Series, High Yield Bond Series, International Series, New York Tax Exempt Series, Ohio Tax Exempt Series, Overseas Series, Pro-Blend^® Conservative Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Pro-Blend^® Moderate Term Series, Quality Equity Series, Real Estate Series, Strategic Income Conservative Series, Strategic Income Moderate Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, Target 2055 Series, Target Income Series, Tax Managed Series, Unconstrained Bond Series and World Opportunities Series (each, aabove referenced series (the “Series”) of the Manning & Napier Fund, Inc. (the “Fund”).

The Board of Directors of the Fund (the “Board”) is soliciting proxies from Class S shareholders on behalf of each Series, for use at the Meeting of Shareholders, to be held at 290 Woodcliff Drive, Fairport, New York 14450, at 9:11:00 a.m. Eastern Time, on Tuesday, August 18, 2015,May 25, 2018, and at any and all adjournments thereof (the “Meeting”).

The Board has fixed the close of business on June 10, 2015,March 27, 2018 as the record date for determination of shareholders entitled to notice of and to vote at the Meeting (the “Record Date”). You are entitled to vote at the Meeting and any adjournment(s) with respect to a Series if you owned sharesClass S Shares of that Series at the close of business on the Record Date.

This Proxy Statement, the Notice of Meeting and the proxy card(s) are first being mailed to shareholders on or about July 1, 2015.April 5, 2018.

At the Meeting, Class S shareholders of the Fundeach Series will be asked to elect six members toapprove the Boardadoption of a Rule12b-1 Distribution and Shareholder Services Plan(“12b-1 Plan”) for the Class S Shares of their Series, and to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof. If the12b-1 Plan is adopted by Class S shareholders of a Series, the current shareholder services fee paid by Class S Shares of the Series would be replaced with a new asset-based fee for distribution and/or shareholder services. The fee paid by a fund pursuant to this type of plan is commonly referred to as a“12b-1 fee.”

The new12b-1 fee under the12b-1 Plan would be payable at an annual rate of up to 0.25% of the average daily net assets of the Class S Shares of a Series, but would be fully offset by the following concurrent changes to the fees and expenses of the Class S Shares of the Series:

At a Board meeting held on May 28, 2015,August 24, 2017 (the “Board Meeting”), the Board approved the elimination of the shareholder services fee for the Class S Shares of the Series. The Board also approved new agreements with Manning & Napier Advisors, LLC, the investment advisor of the Series (the “Advisor”), with respect to the Equity Income Series andPro-Blend^® Conservative Term Series that implement the reductions in the contractual investment management fees paid by the Series and the reductions in the expense limitations for the Class S Shares of the Series, subject to shareholder approval of the12b-1 Plan for the Class S Shares of the Series.

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The Board and the Advisor have agreed that the Fund will not implement the12b-1 Plan for the Class S Shares of a Series without concurrently eliminating the shareholder services fee for the Class S Shares of the Series, and, with respect to the Equity Income Series andPro-Blend^® Conservative Term Series, reducing the contractual investment management fees paid by the Series and the expense limitations for the Class S Shares of the Series, as described in “Concurrent Changes Impacting Expenses” below.

These changes will also reduce the fees incurred indirectly by the Strategic Income Moderate Series as a result of its investments in other Series of the Fund (commonly referred to in mutual fund fee tables as “acquired fund fees and expenses” or “AFFE”).

Accordingly, at current asset levels, the total operating expenses (before and after waivers) for the Class S Shares of the Strategic Income Moderate Series are expected to stay the same or decrease as a result of the implementation of the12b-1 Plan and the concurrent contractual changes to the fees and expenses of the Class S Shares of the Series.

For more information regarding the expenses of the Class S Shares of the Series, please see“12b-1 Plan Impact on Expenses”, “Concurrent Changes Impacting Expenses,” and “Overall Impact on Expenses” below.

At the Board Meeting, the Board determined that there is a reasonable likelihood that the12b-1 Plan will benefit the Class S shareholders and that the12b-1 Plan is in the best interest of the Class S Shares of each Series. Accordingly, the Board unanimously approved the12b-1 Plan, and recommended that you vote FOR“FOR” the election12b-1 Plan.

If the12b-1 Plan is not approved by the Class S shareholders of all nominees.a Series, the Board will take such action as it determines to be in the best interest of the Class S Shares of the Series, and may consider other alternatives, including retaining the current shareholder services fee for the class.

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Your vote is important and we recommend that you read this Proxy Statement in its entirety to help you decide how to vote.

This Proxy Statement should be kept for future reference. The most recent annual and semi-annual reports, as applicable, for the Series have been sent to shareholders. If you would like to receive an additional copy of an annual or semi-annual report, as applicable, free of charge, visit the Fund’s web site at www.manning-napier.com/documents or call the Fund at800-466-3863.

PROPOSAL: APPROVAL OF THE ADOPTION OF A

RULE12b-1 DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

Background

At the Board Meeting, the Board considered and unanimously approved the adoption of the12b-1 Plan pursuant to Rule12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), for the Class S Shares of the Series, subject to shareholder approval. The Board’s approval of the12b-1 Plan included an affirmative vote by a majority of those Directors who are not “interested persons” of the Fund, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of the proposed12b-1 Plan or any agreements related to it (the “Independent Directors”), cast in person at the Board Meeting (which was called for the purpose of voting on the12b-1 Plan).

At the Meeting, Class S shareholders of each Series will be asked to approve the adoption of the12b-1 Plan for the Class S Shares of their Series. If the12b-1 Plan is approved by Class S shareholders of a Series, the current shareholder services fee paid by Class S Shares of the Series would be replaced with a12b-1 fee payable at an annual rate of up to 0.25% of the average daily net assets of the Class S Shares of the Series. At the same time, certain other changes to the fees and expenses of the Class S Shares of the Series will be made such that, at current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of each Series are expected to stay the same or decrease. Please see “Concurrent Changes Impacting Expenses” for more information about the concurrent changes to the fees and expenses of the Class S Shares of the Series.

The12b-1 Plan has the potential to increase the assets of the Series, and lead to lower expenses due to greater economies of scale, and a wider range of investment opportunities. There can be no guarantee, however, that these potentials will be achieved.

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If approved, the12b-1 Plan will become effective with respect to a Series later this year.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADOPTION OF THE12B-1 PLAN.

Description of the12b-1 Plan

The discussion of the12b-1 Plan below is a summary of the12b-1 Plan, a form of which is attached to this Proxy Statement as Appendix A. Set forth below is a summary of all material terms of the12b-1 Plan. Although the summary below is qualified in its entirety by reference to the form of12b-1 Plan, shareholders should still read the summary below carefully.

Payments

Pursuant to the12b-1 Plan, Class S Shares of the Series would be subject to an annual distribution and/or shareholder services fee of up to 0.25% of the class’s average daily net assets. The12b-1 Plan provides a method of paying for distribution, shareholder and/or administrative services provided by Manning & Napier Investor Services, Inc. (the “Distributor”), or financial intermediaries and other organizations, including affiliates of the Distributor, that enter into agreements with the Distributor (“Service Organizations”).

Generally, fees paid under the12b-1 Plan will not be retained by the Distributor, but will instead bere-allowed to Service Organizations. The12b-1 Plan and class structure of the Fund permit the Fund to allocate an amount of fees to a Service Organization based on the level of distribution and/or shareholder services it agrees to provide. The12b-1 Plan is of the type known as a “compensation” plan. This means that payments under the12b-1 Plan are made as described above regardless of the Distributor’s actual cost of providing the services. If the cost of providing the services under the12b-1 Plan is less than the payments received, the unexpended portion of the fees may be retained as profit by the Distributor.

Services for Which Payments May Be Used

With respect to distribution services, the Distributor may use the fee payable pursuant to the12b-1 Plan on any activities or expenses primarily intended to result in the sale of Class S Shares, including, but not limited to, (i) as compensation for the Distributor’s services in connection with distribution assistance; or (ii) as a source of payments to Service Organizations, such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, and mutual fund supermarkets, as compensation for services or reimbursement of expenses incurred in connection with distribution assistance. Expenses and services for which the Distributor or Service Organization may be compensated include, without limitation, expenses (including overhead and telephone expenses) of, and compensation to, employees of the Distributor or Service Organization who engage in or support the distribution of Class S Shares, and preparing, printing and distributing sales literature and advertising materials and the printing of prospectuses, statements of additional information, and reports for other than existing shareholders.

With respect to shareholder services, the Distributor may provide, or enter into agreements with Service Organizations to provide, certain shareholder, administrative andnon-distribution services for Class S shareholders, including, but not limited to: (i) maintaining shareholder accounts; (ii) responding to shareholder inquiries relating to the services performed by the Distributor and/or Service Organization; (iii) responding to inquiries from shareholders concerning their investment in the Series; (iv) assisting shareholders in changing dividend options, account designations and addresses; (v) providing information periodically to shareholders showing their position in the Series; (vi) forwarding shareholder communications from the Fund such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to shareholders; (vii) processing purchase, exchange and redemption requests from shareholders and placing orders with the Fund or its service providers; (viii) arranging for bank wires; (ix) providingsub-accounting services; (x) processing dividend payments from the Fund on behalf of shareholders; (xi) preparing tax reports; and (xii) providing such other similarnon-distribution services as the Fund or the Distributor may reasonably request to the extent that the Service Organization is permitted to do so under applicable laws or regulations.

Duration, Termination and Board Reporting

The12b-1 Plan would continue in effect for the Class S Shares of each Series for so long as its continuance is specifically approved at least annually by votes of the majority of both (i) the Directors of the Fund and (ii) the Independent Directors, cast in person at a meeting called for the purpose of voting on the12b-1 Plan. The12b-1 Plan may be terminated with

respect to the Class S Shares of a Series at any time without penalty by a vote of a majority of the outstanding voting securities of such Class S Shares or a majority of the Independent Directors.

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Amendments and Board Reporting

The12b-1 Plan may not be amended to increase materially the amount of distribution expenses permitted to be paid under the12b-1 Plan for the Class S Shares of a Series without the approval of shareholders holding a majority of the outstanding voting securities of such class. All material amendments to the12b-1 Plan must be approved by votes of the majority of both (i) the Directors of the Fund and (ii) the Independent Directors. The12b-1 Plan requires that written reports of amounts spent under the12b-1 Plan and the purposes of such expenditures be furnished to and reviewed by the Board on a quarterly basis.

12b-1 Plan Impact on Expenses

If the12b-1 Plan is adopted by Class S shareholders of a Series, the Class S Shares would pay a new asset-based fee for distribution and/or shareholder services at an annual rate of up to 0.25% of the average daily net assets of the Class S Shares. The new12b-1 fee under the12b-1 Plan would, however, be fully offset by the concurrent contractual changes to the fees and expenses of the Class S Shares of the Series discussed in “Elimination of Current Shareholder Services Fee” and “Additional Reductions in Investment Management Fees and Expense Limitations for the Equity Income Series andPro-Blend^® Conservative Term Series” in the following section.

Concurrent Changes Impacting Expenses

The Board also approved the following concurrent changes to the fees and expenses of the Class S Shares of the Series, as indicated in the section headings.

SHAREHOLDERS ARE NOT BEING ASKED TO APPROVE THE CHANGES DISCUSSED BELOW.

The Board has approved the elimination of the shareholder services fee currently payable by the Class S Shares of a Series, subject to shareholder approval of the12b-1 Plan for the Class S Shares of the Series. The shareholder services fee, which is payable pursuant to a shareholder services plan previously adopted by the Board (“Shareholder Services Plan”), may be used by the Class S Shares of the Series as payment to the Advisor, and to financial intermediaries for the provision of shareholder and/or administrative services to the Class S shareholders of the Series. Unlike the proposed12b-1 fee under the12b-1 Plan, the current Class S shareholder services fee cannot be used to compensate financial intermediaries for distribution services because Rule12b-1 prohibits mutual funds from engaging, directly or indirectly, in the financing of any activity which is primarily intended to result in the sale of fund shares (i.e., distribution) except pursuant to a written plan approved by shareholders (such as the12b-1 Plan).

The current shareholder services fee for each Series (other than the Equity Income Series andPro-Blend^® Conservative Term Series, which are discussed in Section IV), is 0.25% of the average daily net assets of the Series’ Class S Shares. Therefore, the total operating expenses (before and after waivers) for the Class S Shares of each Series, except for the Equity Income Series andPro-Blend^® Conservative Term Series, will stay the same as a result of the implementation of the12b-1 Plan and the concurrent elimination of the shareholder services fee.

The Board and the Advisor have agreed that the Fund will not implement the12b-1 Plan for the Class S Shares of a Series without concurrently eliminating the shareholder services fee for the Class S Shares of the Series.

The Board has approved theNon-Distribution Services Arrangement for the Class S Shares of the Series, which will be implemented concurrently with the12b-1 Plan for the Class S Shares of the Series (if approved).Implementation of theNon-Distribution Services Arrangement, however, does not require shareholder approval, and is not contingent on shareholder approval of the12b-1 Plan.

Pursuant to theNon-Distribution Services Arrangement, sometimes referred to as a“sub-transfer agency fee arrangement,” the Class S Shares of each Series may pay Service Organizations fornon-distribution services, such assub-transfer agency, administrative,sub-accounting and shareholder services, in an amount not to exceed 0.15% of the average daily net assets of the Class S Shares of the Series. Any payments made pursuant to theNon-Distribution Services Arrangement may be in addition to, rather than in lieu of, any fee payable under the12b-1 Plan.

The Fund will consider the nature of the services provided by a Service Organization (i.e., distribution ornon-distribution services) in determining whether payments to the Service Organization will be made pursuant to the12b-1 Plan or theNon-Distribution Services Arrangement. Payments to Service Organizations that provide only distribution services will be made pursuant to the12b-1 Plan. Payments to Service Organizations that provide onlynon-distribution services, or both

distribution andnon-distribution services, will generally be first made pursuant to the12b-1 Plan, and then made pursuant to theNon-Distribution Services Arrangement to the extent that the total amount payable to a Service Organization exceeds the 0.25% maximum amount payable pursuant to the12b-1 Plan and, in the case of a Service Organization that provides both distribution andnon-distribution services, the Fund determines that the payments made pursuant to theNon-Distribution Services Arrangement are fornon-distribution services.

4

As discussed in Sections III – V, certain other changes to the fees and expenses of the Class S Shares of the Series will be made such that, at current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of each Series are expected to stay the same or decrease as a result of the implementation of theNon-Distribution Services Arrangement and the concurrent changes.

In connection with the approval of theNon-Distribution Services Arrangement, the Advisor proposed, and the Board approved, amendments to the Fund’s investment advisory agreement that result in 0.15% reductions in the contractual investment management fees paid by each Series (other than the Strategic Income Moderate Series, which is discussed in Section V). As a result, the total operating expenses (before and after waivers) for the Class S Shares of each Series (other than the Strategic Income Moderate Series) will not increase as a result of the implementation of theNon-Distribution Services Arrangement and the concurrent reduction in the contractual investment management fees paid by the Series. At current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of many of the Series are instead expected to decrease as a result of these changes, because the contractual investment management fee reductions are expected to exceed the amount of payments made by the Class S Shares of the Series pursuant to theNon-Distribution Services Arrangement.

The investment management fee reductions are reflected in the Amended and Restated Schedule A to the Investment Advisory Agreement attached to this Proxy Statement as Appendix B. The Board and the Advisor have agreed that the Fund will not implement theNon-Distribution Services Arrangement for the Class S Shares of a Series (other than the Strategic Income Moderate Series) without concurrently implementing the contractual investment management fee reductions.

As discussed above, if the12b-1 Plan is approved by the Class S shareholders of the Equity Income Series andPro-Blend^® Conservative Term Series, the current shareholder services fee of 0.20% paid by the Class S Shares of the Series will be eliminated and replaced by a 0.25%12b-1 fee. In addition, the Advisor proposed, and the Board approved, amendments to the Fund’s investment advisory agreement that, subject to shareholder approval of the12b-1 Plan for the Class S Shares of the Series, result in 0.05% reductions in the contractual investment management fees for the Equity Income Series andPro-Blend^® Conservative Term Series to offset the difference between the current shareholder services fee of 0.20% paid by the Class S Shares of the Series and the proposed 0.25%12b-1 fee, in addition to 0.15% reductions in the contractual investment management fees for the Series to offset the implementation of theNon-Distribution Services Arrangement for the Class S Shares of the Series, for total investment management fee reductions of 0.20% for each Series. Accordingly, the total operating expenses before waivers of the Class S Shares of the Series will not increase as a result of the implementation of the12b-1 Plan and theNon-Distribution Services Arrangement and the concurrent elimination of the shareholder services fee and reductions in the contractual investment management fees paid by the Series.

Additionally, because the investment management fees, unlike the shareholder services fees and12b-1 fees, are included in the Series’ expense limitations, the Advisor proposed, and the Board approved, amendments to the expense limitation agreements for the Class S Shares of the Equity Income Series andPro-Blend^® Conservative Term Series that result in 0.05% reductions in the expense limitations for the Class S Shares of the Series, subject to shareholder approval of the12b-1 Plan for the Class S Shares of the Series. Accordingly, the total operating expenses after waivers of the Class S Shares of the Series will stay the same as a result of the implementation of the12b-1 Plan and the concurrent elimination of the shareholder services fee and reductions in the expense limitations for the Class S Shares of the Series.

The investment management fee reductions are reflected in the Amended and Restated Schedule A to the Investment Advisory Agreement attached to this Proxy Statement as Appendix B. The expense limitation reductions are reflected in the Amended and Restated Expense Limitation Agreement for the 10/31 Series (as defined below) attached to this Proxy Statement as Appendix C, and the Amended and Restated Expense Limitation Agreement for the 12/31 Series (as defined below) attached to this Proxy Statement as Appendix D. The Board and the Advisor have agreed that the Fund will not implement the12b-1 Plan or theNon-Distribution Services Arrangement for the Class S Shares of the Equity Income Series andPro-Blend^® Conservative Term Series without concurrently implementing the contractual investment management fee and expense limitation reductions.

5

As discussed above, the fee payable pursuant to the12b-1 Plan for the Class S Shares of the Strategic Income Moderate Series (if approved) will be offset by the elimination of the shareholder services fee for the Class S Shares of the Series. However, the fee payable pursuant to theNon-Distribution Services Arrangement for the Class S Shares of the Strategic Income Moderate Series will not be offset by a reduction in the contractual investment management fees paid by the Strategic Income Moderate Series because the Strategic Income Moderate Series invests in other Series of the Fund, and do not pay an investment management fee. Accordingly, in connection with the approval of theNon-Distribution Services Arrangement for the Class S Shares of the Strategic Income Moderate Series, the Advisor proposed, and the Board approved, amendments to the expense limitation agreement for the Class S Shares of the Series that result in 0.15% increases in the expense limitations for the Class S Shares of the Series.

Despite the implementation of theNon-Distribution Services Arrangement and the concurrent increases in the expense limitations for the Class S Shares of the Strategic Income Moderate Series, at current asset levels, the total operating expenses (before and after waivers) of the Class S Shares of the Series are expected to decrease. The total operating expenses (before and after waivers) of the Class S Shares of the Series are expected to decrease because the reductions in the AFFE incurred by the Series are expected to exceed the amount of payments made by the Class S Shares of the Series pursuant to theNon-Distribution Services Arrangement and the increases in the expense limitations for the Class S Shares of the Series (which exclude AFFE). The amount of AFFE incurred by the Strategic Income Moderate Series will decrease because the Strategic Income Moderate Series invests in other Series of the Fund that will have their contractual investment management fees reduced in connection with theNon-Distribution Services Arrangement, and the Strategic Income Moderate Series invests in classes of such Series that are not subject to theNon-Distribution Services Arrangement.

The expense limitation increases are reflected in the Amended and Restated Expense Limitation Agreement for the 12/31 Series attached to this Proxy Statement as Appendix D.

Overall Impact on Expenses

The tables below show how the total operating expenses (before and after waivers) of the Class S Shares of each Series for the most recent fiscal year would have changed if the12b-1 Plan and theNon-Distribution Services Arrangement had been in place throughout the period. The tables below take into account the following additional items that were approved by the Board at the Board Meeting, and must be implemented concurrently with the implementation of the12b-1 Plan and theNon-Distribution Services Arrangement for the Class S Shares of a Series: (i) the elimination of the Class S shareholder services fee; (ii) the decreases in the contractual investment management fees for the Series, as applicable, and (iii) the changes in the expense limitations for the Class S Shares of the Series, as applicable.

The expenses for the Class S Shares of a Series will not necessarily always be lower than the current expenses for such Class S Shares because fees and expenses can increase in the future for a variety of reasons, such as decreases in net assets, increases in the amount of payments made pursuant to theNon-Distribution Services Arrangement, and changes in shareholder composition and the number of shareholder accounts, and not all fees and expenses are covered by the expense limitations (as noted above). In addition, the expense limitations may be terminated. However, the contractual investment management fees and the12b-1 fees may not be increased without shareholder approval, and the expense limitations may not be terminated prior to February 28, 2020 with respect to the Series that have a fiscal year end of October 31 (the “10/31 Series”), and April 30, 2020 with respect to the Series that have a fiscal year end of December 31 (the “12/31 Series”), without the approval of the Board. The 10/31 Series are thePro-Blend^® Conservative Term Series,Pro-Blend^® Moderate Term Series,Pro-Blend^® Extended Term Series,Pro-Blend^® Maximum Term Series, and Disciplined Value Series. The 12/31 Series are the Core Bond Series, Equity Income Series, High Yield Bond Series, International Series, Real Estate Series, Strategic Income Moderate Series, and Unconstrained Bond Series.

6

Core Bond Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same (taking into account the Advisor’s contractual expense limitation for the first year only). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Disciplined Value Series - Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

7

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Equity Income Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

8

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same (taking into account the Advisor’s contractual expense limitations for the first year only). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

High Yield Bond Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem

9

all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same (taking into account the Advisor’s contractual expense limitation for the first year only). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

10

International Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same (taking into account the Advisor’s contractual expense limitation for the first year only). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

11

Pro-Blend^® Conservative Term Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Pro-Blend^® Moderate Term Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

12

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Pro-Blend^® Extended Term Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

13

Pro-Blend^® Maximum Term Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Real Estate Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

14

Strategic Income Moderate Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same (taking into account the Advisor’s contractual expense limitations for the first year only). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

15

Unconstrained Bond Series – Class S

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Example

The Example below is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Board Considerations in Approving the12b-1 Plan

At the Board Meeting, the Board considered whether to approve the adoption of the12b-1 Plan for the Class S Shares of the Series. In preparation for the Board Meeting, the Directors requested that the Distributor and Advisor furnish information necessary to evaluate the terms of the12b-1 Plan. The Directors used this information to help them decide whether to approve the12b-1 Plan for the Class S Shares of the Series.

At the Board Meeting, the Board, including the Independent Directors, based on their evaluation of the information provided by the Distributor and the Advisor, unanimously concluded that there is a reasonable likelihood that the12b-1 Plan will benefit the Series and their shareholders, and agreed to approve the adoption of the12b-1 Plan for the Class S Shares of the Series, and recommend the approval of the12b-1 Plan to the Series’ Class S shareholders. In making such determinations, the Board considered a number of factors, including, but not limited to, the following:

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In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that wasall-important, controlling or determinative of its decision, but considered all of the factors together, and each Director may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT

SHAREHOLDERS VOTE “FOR” THE ADOPTION OF THE12B-1

PLAN.

ADDITIONAL INFORMATION

Voting Information

Each Class S Share of the Series is entitled to one vote, and a fractional share is entitled to a proportionate share of one vote. If your shares are held of record by a broker-dealer and you wish to vote in person at the Meeting, you should obtain a legal proxy from your broker of record and present it to the Inspector of Elections at the Meeting.All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the adoption of the12b-1 Plan.

Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Fund, 290 Woodcliff Drive, Fairport New York 14450 Attention: Secretary), by executing a proxy bearing a later date, or by attending and voting at the Meeting.

For additional voting information, please call1-800-581-5238 Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Quorum

The presence at the Meeting, in person or by proxy, of shareholders holdingone-third of the total number of votes entitled to be cast by Class S shareholders of a Series shall be necessary and sufficient to constitute a quorum for the transaction of business with respect to the Series.

Required Vote

The12b-1 Plan must be approved by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Class S Shares of a Series. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of: (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities. Class S Shares of each Series will vote separately on the12b-1 Plan. Approval of the12b-1 Plan for the Class S Shares of one Series is not contingent on the approval of the12b-1 Plan for the Class S Shares of any other Series.

Abstentions and BrokerNon-Votes

Abstentions and “brokernon-votes” (i.e., proxies received from brokers indicating that they have not received instructions from the beneficial owner or other person entitled to vote shares) will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and “brokernon-votes,” however, will have the effect of a vote against the approval of the12b-1 Plan, because an absolute percentage of affirmative votes is required to approve the12b-1 Plan. The Fund may request that selected brokers or nominees, in their discretion, submit brokernon-votes if doing so is necessary to obtain a quorum.

Adjournment

In the event that a quorum to transact business or the vote required to approve the adoption of the12b-1 Plan for the Class S Shares of any Series is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies. In the absence of a quorum, the persons named as proxies will vote all shares represented by proxy and entitled to vote in favor of such adjournment. If a quorum is present but insufficient votes have been received to approve the12b-1 Plan for any Series, the persons named as proxies will vote in favor of such adjournment with respect to any proxies which they are entitled to vote in favor of the12b-1 Plan and will vote against any such adjournment with respect to any proxies which they are required to vote against the12b-1 Plan, provided that “brokernon-votes” and abstentions will be disregarded for this purpose.

Outstanding Class S Shares of each Series

As of the Record Date, the following numbers of Class S Shares of each Series were outstanding:

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Voting Authority of the Advisor

Certain separate account clients of Manning & Napier Advisors, LLC (the “Advisor”), the investment advisor to the Fund,Advisor have delegated proxy voting responsibility to the Advisor pursuant to the terms of their investment advisory agreements with the Advisor. Accordingly, the Advisor has the authority to vote on behalf of these separate account clients the shares held by these clients in the various Series of the Fund.Series.

The Advisor will vote any shares of the Fund over which it has voting authority consistent with its proxy voting policies and procedures. Pursuant to the Advisor’s proxy voting procedures, with respect to proxies solicited by a Series held by separate account clients for which the Advisor has proxy voting responsibility, the Advisor’s Proxy Policy Committee (the “Proxy Committee”) will determine if any material conflicts of interest arise with respect to the Advisor voting the proxy, and, if it determines that no such conflicts arise, the proxy is voted in accordance with the determination of the Proxy Committee.

The Proxy Committee determined, after reviewing all relevant information, that there are no material conflicts of interest that arise with respect to the Advisor voting on the electionadoption of each Board nominee,the12b-1 Plan, and that the proxies solicited by a Serieswith respect to shares held by separate account clients for which the Advisor has proxy voting responsibility should be voted FORfor the electionadoption of each nominee.the12b-1 Plan. In reaching its conclusions, the Proxy Committee considered a number of factors, including (i) the fact that fivethe Board unanimously concluded that there is a reasonable likelihood that the12b-1 Plan will benefit the Class S shareholders, (ii) the fact that, at current asset levels, the total operating expenses (before and after waivers) for the Class S Shares of each Series will stay the same or decrease as a result of the nomineesimplementation of the12b-1 Plan and the concurrent contractual changes to the fees and expenses of the Class S Shares of the Series discussed above, and (iii) the fact that the fees that would be paid by the Series to the Distributor pursuant to the12b-1 Plan are considered Independent Directors undergenerally expected to bere-allowed to various financial intermediaries, as opposed to being retained by the Investment Company ActDistributor or any other affiliate of 1940, as amended (the “1940 Act”), and have no material relationship with the Advisor. The Proxy Committee further considerednoted, however, that if the fact that eachDistributor’s actual cost of providing the services under the12b-1 Plan is less than the payments received, the unexpended portion of the nominees for Independent Director currently servesfees may be retained as a Director ofprofit by the FundDistributor, and has brought,that such amounts will be reported to, and is expected to continue to bring, a wide range of expertise toreviewed by, the Board. The Proxy Committee also took into accountnoted that any growth in the nominees for Independent Directors supported the nomination of James E. Mikolaichik, an employee ofSeries’ assets would benefit the Advisor as the nominee for Interested Director.through increased management and administration fees.

In addition, the Fund’s Board of Directors has delegated proxy voting responsibilities with respect to securities held by the Fund to the Advisor, subject to the Board’s general oversight. Accordingly, the Advisor has voting authority with respect to shares of a Series that are held by another Series. The Advisor has such voting authority in connection with the investments of, among other Series, the Strategic Income Conservative Series, Strategic Income Moderate Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, Target 2055 Series and Target Income Series, because each such Series is a “fund of funds” that invests its assets in a combination of other Series of the

2

Fund. With respect to proxies solicited by a Series held by another Series, the Advisor will vote such proxies in the same proportion as the vote of all other shareholders of the soliciting Series.

As of June 10, 2015, due to the voting authority discussed above and its initial investments in certain Series, the Advisor was believed to possess voting authority with respect to approximately 390,013,596.371 (25.37%) of the outstanding shares of the Fund. The table below provides a listingthe outstanding Class S Shares of the breakdown of outstanding shares for each Series within the Fund for which the Advisor was believed to possess voting authority.

authority as of the Record Date. As shown in the table below, the Advisor has the ability to control whether the adoption of theThis Proxy Statement should be kept for future reference. The most recent Annual Reports, including financial statements,12b-1 Plan is approved for the fiscal year ended October 31, 2014 for Disciplined Value Series, Equity Series, Overseas Series, Pro-Blend^® Conservative Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Pro-Blend^® Moderate Term Series, Quality Equity Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, Target 2055 Series, Target Income Series and Tax Managed Series, and for the fiscal year ended December 31, 2014 for Core Bond Series,

3

Diversified Tax Exempt Series, Dynamic Opportunities Series, Emerging Markets Series, Equity Income Series, Focused Opportunities Series, Global Fixed Income Series, High Yield Bond Series, International Series, New York Tax Exempt Series, Ohio Tax Exempt Series, Real Estate Series, Strategic Income Conservative Series, Strategic Income Moderate Series,and Unconstrained Bond Series and World Opportunities Series, have been mailed previously to shareholders. If you would like to receive an additional copy of the Annual Report or the most recent Semi-Annual Report free of charge, visit the Funds’ web site at www.manning-napier.com/documents or call the Manning & Napier Fund’s Investor Services Department at 800-466-3863. Shareholder reports will be sent by first class mail within three business days of the receipt of the request.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL NOMINEES.

4

ELECTION OF DIRECTORS

It is proposed that Stephen B. Ashley, Paul A. Brooke, Peter L. Faber, James E. Mikolaichik, Harris H. Rusitzky and Chester N. Watson (each, a “Nominee” and collectively, the “Nominees”) be elected at the Meeting to serve as Directors of the Fund.

All of the Nominees, with the exception of Mr. Mikolaichik, currently serve on the Board. Mr. Mikolaichik has been nominated to succeed B. Reuben Auspitz, the current Chairman of the Board, who intends to retire from the Board and his other positions with the Fund, as of the date of the Meeting.

Section 16(a) of the 1940 Act generally requires the directors of an investment company to be elected by shareholder vote. Section 16(a) provides, however, that directors may be appointed without the election of shareholders if, immediately after such appointment, at least two-thirds of the directors then holding office have been elected by shareholders. Currently, four of the six Directors (Messrs. Auspitz, Ashley, Faber and Rusitzky) have been elected by shareholders, while two of the six Directors (Messrs. Brooke and Watson) have been appointed by the Board, but not elected by shareholders. Accordingly, if Mr. Mikolaichik is to succeed Mr. Auspitz on the Board, Mr. Mikolaichik needs to be elected by shareholders.

Each Nominee has consented to being named in this proxy statement and has agreed to serve as a Director if elected. The Board of Directors does not know of any reason why any Nominee would be unable or unwilling to serve as a Director, but if any Nominee should become unable to serve prior to the Meeting, the proxy holders reserve the right to vote for another person of their choice as Nominee or Nominees.

A Director who is an interested person, as defined in the 1940 Act is referred to in this Proxy Statement as an “Interested Director.” Directors who are not interested persons of the Fund are referred to in this Proxy Statement as “Independent Directors.”

INFORMATION ABOUT THE NOMINEES

The tables below show basic information about the Nominees. For purposes of their duties as Directors, the address of each individual listed below is 290 Woodcliff Drive, Fairport, New York 14450.

Listed below are each Nominee’s name and age, as well as his proposed position(s) with the Fund.

5

Nominee for Interested Director

Nominees for Independent Directors (Currently Serve as Independent Directors)

6

7

The tables below show the number of shares of each Series beneficially owned by each Nominee as of April 30, 2015. Unless otherwise noted, each Nominee owns less than 1% of the outstanding shares of each Series.

Interested Director

Independent Directors

8

BOARD STRUCTURE AND OVERSIGHT FUNCTION

The management and affairs of the Fund are supervised by the Board of Directors. During each Series’ last fiscal year, the Board met four times on behalf of the Fund. In each such fiscal year, each Director attended all meetings. Since the Fund is not required to convene annual shareholder meetings, there is no policy regarding Director attendance at such meetings.

As with most mutual funds, the day-to-day business of the Fund, including the management of risk, is performed by third party service providers, such as the Advisor and the Fund’s distributor. The Directors are responsible for overseeing the Fund’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Each service provider is responsible for one or more discrete aspects of the Fund’s business (e.g., the Advisor is responsible for the day-to-day management of the Fund’s portfolio investments) and, consequently, for managing the risks associated with that business.

9

The Directors’ role in risk oversight begins before the inception of a Series, at which time the Advisor presents the Board with information concerning the investment objectives, strategies and risks of the Series as well as proposed investment limitations for the Series. Additionally, the Advisor provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function with respect to the Fund by monitoring risks identified during regular and special reports made to the Board, as well as regular and special reports made to the Audit Committee. In addition to monitoring such risks, the Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the Fund may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the Fund by the Advisor and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the advisory agreement with the Advisor, the Board meets with the Advisor to review such services. Among other things, the Board regularly considers the Advisor’s adherence to the Series’ investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about the Series’ investments, including, for example, portfolio holdings schedules and reports on the Advisor’s use of derivatives and illiquid securities in managing the Series.

The Board meets regularly with the Fund’s Chief Compliance Officer (“CCO”) to review and discuss compliance issues and Fund and Advisor risk assessments. At least annually, the Fund’s CCO provides the Board with an assessment of the Fund’s Compliance Program reviewing the adequacy and effectiveness of the Fund’s policies and procedures and those of its service providers, including the Advisor. The assessment addresses the operation of the policies and procedures of the Fund and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board directly, or through one or more of its Committees, receives reports from the Fund’s service providers that assist the Board in identifying and understanding operational risks and risks related to the valuation and liquidity of portfolio securities. The Fund’s Fair Value Committee makes regular reports to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the Fund’s financial statements, focusing on major areas of risk encountered by the Fund and noting any significant deficiencies or material weaknesses in the Fund’s internal controls. Additionally, in connection with its oversight function, the Board (through its Audit Committee) oversees Fund

10

management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Fund in its periodic reports with the U.S. Securities and Exchange Commission (“SEC”) are recorded, processed, summarized, and reported within the required time periods, and the Fund’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Fund’s financial reporting and the preparation of the Fund’s financial statements.

From their review of these reports and discussions with the Advisor, the CCO, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the Fund and the Series, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Chairman of the Board is an interested person of the Fund as that term is defined in the 1940 Act. The Fund does not have a single lead independent Director. The Fund has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Fund. The Fund made this determination in consideration of, among other things, the fact that the Independent Directors constitute a super-majority (at least 75%) of the Board, the fact that the members of each Committee of the Board are Independent Directors, the amount of assets under management in the Fund, the number of Series (and classes of shares) overseen by the Board, and the total number of Directors on the Board.

INDIVIDUAL NOMINEE QUALIFICATIONS

The Fund has concluded that each of the Nominees should serve on the Board because of their ability to review and understand information about the Series provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Series, and to exercise their business judgment in a manner that serves the best interests of the Fund’s shareholders. The Fund has concluded that each of the Nominees should serve as a Director based on their own experience, qualifications, attributes and skills as described below.

The Fund has concluded that James E. Mikolaichik should serve as Director because of his knowledge of and experience in the financial services industry generally, as described below, and the specific experience he has gained serving as Chief Financial Officer of the Advisor and certain of its affiliates since 2011. Mr. Mikolaichik has over 20 years of experience in capital planning/allocation, corporate development, product development, investor relations, business line development, risk management, financial reporting and strategic planning. Prior to joining the Advisor, Mr. Mikolaichik served as Executive Vice President and Head of Strategy of Old Mutual Asset Management from 2008 through 2011 and as its

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Chief Risk Officer from 2004 through 2008. Mr. Mikolaichik also served in various capacities at Deloitte & Touche LLP providing consulting, financial advisory, auditing and accounting services from 1993 through 2004.

The Fund has concluded that Stephen B. Ashley should serve as Director because of the experience he has gained in his various roles with the Ashley Group, a property management company, his experience as Chairman and Director of a publicly traded company, his knowledge of and experience in the financial services industry, and the experience he has gained serving as Director of the Fund since 1996.

The Fund has concluded that Paul A. Brooke should serve as Director because of the business experience he has gained in a variety of roles with different financial and health care related businesses. Mr. Brooke has served as Chairman and CEO of Ithaka Acquisition Corp., and following its merger with a medical device company, the Alsius Corporation, Mr. Brooke served as Chairman. As a Partner of Morgan Stanley, Mr. Brooke was responsible for global research and health care strategy. Mr. Brooke was also responsible for health care investments at Tiger Management, LLC and serves as the Managing Member for a private investment firm, PMSV Holdings, LLC. The Fund has also concluded that Mr. Brooke should serve as a Director because of his knowledge of the financial services industry, and the experience he has gained serving as Director of the Fund since 2007.

The Fund has concluded that Peter L. Faber should serve as Director because of the experience he gained serving as a Partner and Senior Counsel in the tax practice of a large, international law firm, McDermott, Will & Emery LLP, his experience in and knowledge of the financial services industry, and the experience he has gained serving as Director of the Fund since 1987.

The Fund has concluded that Harris H. Rusitzky should serve as Director because of the business experience he gained as founding President of the Rochester Funds, as President of a consulting company, The Greening Group, as a Partner of The Restaurant Group, his knowledge of the financial services industry, and the experience he has gained serving as Director of the Fund since 1985.

The Fund has concluded that Chester N. Watson should serve as Director because of the business experience he has gained as the Chief Audit Executive of General Motors Company, Lucent Technologies, and Verizon Communications (formerly Bell Atlantic Corporation) and as an Audit Partner in two major accounting firms, as well as his experience as a member of the Board of Trustees of Rochester Institute of Technology, where he serves as Chairman of the Finance Committee and Member of the Audit Committee. The Fund has also concluded that Mr. Watson should serve as a Director because of his knowledge of the financial services industry, and the experience he has gained serving as Director of the Fund since 2012.

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In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Directors primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. Moreover, references to the qualifications, attributes and skills of Nominees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

BOARD COMMITTEES

There are two Committees of the Fund’s Board of Directors: the Audit Committee and the Governance and Nominating Committee.

The Audit Committee is comprised of the following Independent Directors: Stephen B. Ashley, Paul A. Brooke, Harris H. Rusitzky and Chester N. Watson (Chairman). The Audit Committee meets twice annually, and, if necessary, more frequently. The Audit Committee met twice during each Series’ last fiscal year. The Audit Committee reviews the financial reporting process, the system of internal control, the audit process, and the Fund’s process for monitoring compliance with investment restrictions and applicable laws and regulations. All of the members of the Audit Committee have been determined by the Board to be audit committee financial experts, as defined by the SEC. The designation of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the Audit Committee and Board in the absence of such designation.

The Governance and Nominating Committee is comprised of the following Independent Directors: Stephen B. Ashley, Paul A. Brooke, Peter L. Faber, Harris H. Rusitzky and Chester N. Watson. The Governance and Nominating Committee meets on an annual basis, and, if necessary, more frequently. The Governance and Nominating Committee met once during each Series’ last fiscal year. The Governance and Nominating Committee evaluates candidates’ qualifications for Board membership and the independence of such candidates from the Advisor and other principal service providers for the Fund; makes recommendations to the full Board for nomination for membership on any committees of the Board; reviews as necessary the responsibilities of any committees of the Board and whether there is a continuing need for each committee; evaluates whether there is a need for additional committees of the Board; evaluates whether committees should be combined or reorganized; and reviews the performance of all Board members. The Governance and Nominating Committee has adopted a charter, a copy of which is attached hereto as Exhibit A.

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The Governance and Nominating Committee reviews shareholder recommendations for nominations to fill vacancies on the Board if a shareholder or a group of shareholders (the “Nominating Shareholder”) has beneficially owned at least 5% of the Fund’s common stock for at least two years prior to the date the Nominating Shareholder submits a candidate for nomination as a director. The Nominating Shareholder must submit any recommendation in writing to the Fund, to the attention of the Secretary at 290 Woodcliff Drive, Fairport, New York 14450. The Governance and Nominating Committee’s full procedures for the consideration of candidates for Board membership submitted by shareholders are included as Appendix B to the Governance and Nominating Committee Charter.

The Governance and Nominating Committee has not established specific, minimum qualifications that must be met before candidates may be considered for Board membership. The Committee may take into account a wide variety of criteria in considering potential nominees for the Board, including, but not limited to: (i) the nominee’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the nominee as a director or senior officer of other public companies; (iii) the nominee’s educational background; (iv) the nominee’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominee, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the nominee’s perceived ability to contribute to the ongoing functions of the Board, including the nominee’s ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund; (vii) the nominee’s ability to qualify as an Independent Director for purposes of the 1940 Act; and (viii) such other criteria as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.

When identifying and evaluating nominees, including those recommended by shareholders, the Governance and Nominating Committee considers the complementary individual skills and experience of the individual nominee primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. Mr. Auspitz, an Interested Director by reason of his positions with the Fund’s investment advisor and distributor, recommended Mr. Brooke, and an Independent Director recommended Mr. Watson, to the Governance and Nominating Committee for nomination as a director.

COMPENSATION OF DIRECTORS AND OFFICERS

The Interested Director and the officers of the Fund do not receive compensation from the Fund, except that a portion of the Fund’s CCO’s salary is paid by the Fund. Each Independent Director receives an annual fee of $70,000.

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Annual fees will be calculated quarterly. Each Independent Director receives $10,000 per Board meeting attended. In addition, the Independent Directors who are members of the Audit Committee receive $3,000 per Committee meeting attended, and the Independent Directors who are members of the Governance and Nominating Committee receive $2,000 per Committee meeting attended. Mr. Watson receives an additional fee of $2,500 per Audit Committee meeting for serving as Audit Committee Chairman.

The chart below provides information about the total compensation paid to the Independent Directors and the Fund’s CCO by the Fund for the fiscal year ended December 31, 2014.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH OF THE SERIES VOTE “FOR” THE ELECTION OF ALL NOMINEES.

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ADDITIONAL INFORMATION

INFORMATION ABOUT OFFICERS OF THE FUND

The chart below provides basic information about each officer of the Fund. For purposes of their duties as officers, the address of each individual listed below is 290 Woodcliff Drive, Fairport, New York 14450.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP (“PwC”) serves as the independent registered public accounting firm for the Fund. Representatives of PwC are not expected to be present at the Meeting, but have been given an opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

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The following Series of the Fund have a fiscal year end of October 31: Disciplined Value Series, Equity Series, Overseas Series, Pro-Blend^® Conservative Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Pro-Blend^® Moderate Term Series, Quality Equity Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, Target 2055 Series, Target Income Series, and Tax Managed Series (collectively, the “10/31 Series”).

The following Series of the Fund have a fiscal year end of December 31: Core Bond Series, Diversified Tax Exempt Series, Dynamic Opportunities Series, Emerging Markets Series, Equity Income Series, Focused Opportunities Series, Global Fixed Income Series, High Yield Bond Series, International Series, New York Tax Exempt Series, Ohio Tax Exempt Series, Real Estate Series, Strategic Income Conservative Series, Strategic Income Moderate Series, Unconstrained Bond Series and World Opportunities Series (collectively, the “12/31 Series”).

For purposes of the following fee information, the 10/31 Series and the 12/31 Series include terminated series of the Fund which had fiscal year ends of October 31 and December 31, respectively.

Audit Fees. Below are the aggregate fees billed for each Series’ last two fiscal years for professional services rendered by PwC for the audit of the Fund’s annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for those years. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

Audit-Related Fees. Below are the fees billed to the Fund in each Series’ last two fiscal years for assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above (together, “Audit-Related Services”).

With respect to engagements that related directly to the operations or financial reporting of the Fund, below are the aggregate fees billed by PwC for Audit-Related Services to the Advisor or any entity controlling, controlled by or under common

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control with the Advisor that provides ongoing services to the Fund (together referred to herein as “Affiliated Service Providers”) for each Series’ last two fiscal years. These fees were for a license for proprietary authoritative financial reporting and assurance literature library software.

Tax Fees. Below are the aggregate fees billed for each Series’ last two fiscal years for professional services rendered by PwC for tax compliance, tax advice and tax planning (together, “Tax-Related Services”). The Tax-Related Services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes. With respect to engagements that related directly to the operations or financial reporting of the Fund, there were no fees billed by PwC for Tax-Related Services to the Advisor or the Affiliated Service Providers for each Series’ last two fiscal years.

All Other Fees.Matters There were no fees billed to the Fund in each Series’ last two fiscal years for other products and services by PwC, other than the services reported above (together, “Other Fees”). With respect to engagements that related directly to the operations or financial reporting of the Fund, PwC did not bill the Advisor or the Affiliated Service Providers for Other Fees in each Series’ last two fiscal years.

None of the services described above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Aggregate Non-Audit Fees.Below are the aggregate non-audit fees billed for each Series’ last two fiscal years by PwC for services rendered to the Fund, the Advisor and the Affiliated Service Providers.

Audit Committee Pre-Approval Policies and Procedures. As of the date of this Proxy Statement, the Audit Committee has not adopted pre-approval policies and procedures. As a result, all services provided by PwC must be separately pre-approved by the Audit Committee.

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Board Consideration of Non-Audit Services. The Audit Committee has considered whether PwC’s provision of non-audit services that were rendered to the Advisor and Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining PwC’s independence.

OTHER MATTERS

The Board is not aware of any matters that will be presented for action at the Meeting other than the mattersmatter set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Fund and each Series, as applicable.

COMMUNICATIONS WITH THE BOARD

Shareholders wishing to submit written communications to the Board should send their communications to the Secretary of the Fund at 290 Woodcliff Drive, Fairport, New York 14450. Any such communications received will be reviewed by the Board at its next regularly scheduled meeting.

VOTING INFORMATION

Each share of a Series is entitled to one vote, and a fractional share is entitled to a proportionate share of one vote. Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Fund, 290 Woodcliff Drive, Fairport New York 14450 Attention: Secretary), by executing a proxy bearing a later date, or by attending and voting at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the election of each Nominee.

Quorum

The presence at the Meeting, in person or by proxy, of the holders of one-third of the shares of the Fund entitled to be cast shall be necessary and sufficient to constitute a quorum for the transaction of business with respect to the Fund.

Required Vote

Provided that a quorum is present, an affirmative vote of a majority of the shares cast at the Meeting is required to elect a Nominee as a Director of the Fund. All Series will vote together as a single class, and each Series will not vote separately on the election of each Nominee.judgment.

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Abstentions and Broker Non-Votes

Abstentions and “broker non-votes” (i.e., proxies received from brokers indicating that they have not received instructions from the beneficial owner or other person entitled to vote shares) will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and “broker non-votes”, however, will not affect the outcomeOwnership of the votes because the Fund’s voting requirement is based on shares actually “cast” at the Meeting.Series

Outstanding Shares of each Series

As of June 10, 2015, the following numbers of shares of each Series of the Fund were outstanding:

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Adjournment

In the event that a quorum to transact business or the vote required to elect any Nominee is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies. In the absence of a quorum, the persons named as proxies will vote all shares represented by proxy and entitled to vote in favor of such adjournment. If a quorum is present but insufficient votes have been received to approve the election of any Nominee, the persons named as proxies will vote in favor of such adjournment with respect to any Nominee those proxies which they are entitled to vote in favor of that Nominee and will vote against any such adjournment with respect to any Nominee those proxies required to be voted against that Nominee, provided that “broker non-votes” and abstentions will be disregarded for this purpose.

OWNERSHIP OF THE SERIES

Exhibit BAppendix E sets forth the beneficial ownerspersons who owned of more than 5% of each Series’ shares. Torecord, or were known by the best of the Fund’s knowledge, as of June 10, 2015, no personFund to own beneficially, owned more than 5% of the outstanding sharesClass S Shares of anya Series except as stated in Exhibit B.

As of June 10, 2015,the Record Date. On that date, the Board and officers of the Fund as a group beneficially owned less than 1% of the outstanding sharesClass S Shares of each Series.

COST AND METHOD OF PROXY SOLICITATIONCost and Method of Proxy Solicitation

The FundAdvisor will pay the cost of preparing, printing and mailing the enclosed proxy card(s) and Proxy Statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by mail, Internet or telephone. The solicitation of proxies will be largely by mail, but may include telephonic, electronic or oral communication by officers and service providers of the Fund and its affiliates, who will not be paid for these services, and/or by Broadridge

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FinancialAST Fund Solutions, Inc.LLC (the “Solicitor”), a professional proxy solicitor retained by the Fund for an estimated fee for solicitation services of $361,325,$110,000, plusout-of-pocket expenses. Pursuant to this arrangement, the Solicitor has agreed to manage the proxy mailing and solicitation process, and to contact shareholders, banks, brokers, nominees and other fiduciaries to secure votes on the proposal. Banks, brokerage houses,brokers, nominees and other fiduciaries will be requested to forward the proxy soliciting materials to the beneficial owners and obtain authorization for the execution of proxies. The Fund may reimburseBanks, brokers, banksnominees and other fiduciaries may be reimbursed for postage and reasonable expenses incurred by them in forwarding of the proxy materials to beneficial owners.

SERVICE PROVIDERSService Providers

Investment Advisor and Administrator

Manning & Napier Advisors, LLC serves as the investment advisor and administrator to the Fund. The Advisor is located at 290 Woodcliff Drive, Fairport, New York 14450. The Advisor is responsible for the day-to-day portfolio management of the Series and generally oversees the Series’ overall business affairs, service providers and officers.

The Advisor also serves as the Fund’s transfer agent, accounting services agent and dividend disbursing agent, and provides administration services to the Fund and its Series. The Advisor has contracted with BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581, to providesub-accounting sub-transfer agent, sub-dividend disbursing agent andsub-administration services to each Series of the Fund.

Distributor

Manning & Napier Investor Services, Inc., acts as Distributorthe distributor of Fund shares and is located at the same address as the Advisor.

Material Interests of Directors

Michele T. Mosca, Interested Director of the Fund, also serves as the President of the Distributor and a Managing Director of the Advisor, and may be considered to have a material interest in the adoption of the12b-1 Plan as a result of her compensation arrangements with the Distributor and the Advisor.

Submission of Shareholder Proposals

The Fund does not hold regular shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Fund at the following address: 290 Woodcliff Drive, Fairport, New York 14450. Proposals must be received at a reasonable time prior to the date of a shareholder meeting to be considered for inclusion in the materials for the meeting; however, timely submission of a proposal does not necessarily mean that such proposal will be included in the associated proxy statement.

By order of the Board of Directors,

Elizabeth Craig

Secretary

Manning & Napier Fund, Inc.

April 4, 2018

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INDEX OF EXHIBITSAPPENDICES

APPENDIX A

23DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

EXHIBIT A

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

I. THE COMMITTEE

The Nominating CommitteeWHEREAS, Manning & Napier Fund, Inc. (the “Committee”“Company”) is engaged in business as anopen-end investment company registered under the Investment Company Act of 1940 (the “1940 Act”), and the Company offers for sale shares of common stock of the Company (“Shares”) that are designated and classified into one or more distinct portfolios of the Company, and Shares of such portfolios may be further divided into one or more classes;

WHEREAS, the Company desires to compensate Manning & Napier Investor Services, Inc., the Company’s principal underwriter (the “Distributor”) and/or Service Organizations (as defined below), for (a) offering Shares of each of the classes of the portfolios of the Company listed on Exhibit A attached hereto (each, a committee“Class” and, collectively, the “Classes,” and each, a “Fund” and, collectively, the “Funds”); and (b) providing the services described herein to persons (the “Shareholders”) who from time to time beneficially own Shares of and established by,such Classes;

WHEREAS, the Board of Directors (the “Board”) of the Exeter Fund, Inc.Company has determined that there is a reasonable likelihood that this Amended and Restated Distribution and Shareholder Services Plan (the “Fund”“Plan”) will benefit the Company and the Shareholders of each of the Classes and Funds;

WHEREAS, pursuant to Article II, Section 9Rule12b-1 under the 1940 Act, the Board of Directors of the Company must adopt a plan under which the Distributor will provide the distribution services stated in Section 2; and

WHEREAS, the Board of Directors of the Company wishes to adopt a plan under which the Distributor will provide or cause to be provided to Shareholders some or all of the service activities stated in Section 2.

NOW, THEREFORE, the Board of Directors of the Company hereby adopts the following Plan.

Section 1. The Company has adopted this Plan to enable the Company to directly or indirectly bear expenses primarily intended to result in the sale of Shares of each Class of the Funds, including payments relating to the distribution of the Shares of each Class of the Funds and for the provision of the service activities stated in Section 2 to the Shareholders of each Class of the Funds.

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Section 2. With respect to each Class of the Funds, the Company will pay the Distributor a fee up to the amount set forth in Exhibit A for distribution services and service activities. The amount of the fees in Exhibit A shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, and such fees are based on the percentage of a Fund’s By-Laws,average daily net assets attributable to the relevant Class.

With respect to distribution services, the Distributor may use this fee on any activities or expenses primarily intended to result in the sale of Shares of each Class of the Funds, including, but not limited to, (i) as most recently amendedcompensation for the Distributor’s services in connection with distribution assistance; or (ii) as a source of payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Distributor’s affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance.

With respect to service activities, the Distributor may use payments under this aspect of the Plan to provide or enter into agreements with organizations, including affiliates of the Distributor (referred to herein as “Service Organizations”), who will provide shareholder and/or administrative services or similarnon-distribution services. Such services include, but are not limited to: (i) maintaining accounts relating to Shareholders that invest in Shares of the Classes of the Funds; (ii) arranging for bank wires; (iii) responding to Shareholder inquiries relating to the services performed by Distributor and/or Service Organizations; (iv) responding to inquiries from Shareholders concerning their investment in Shares of the Classes of the Funds; (v) assisting Shareholders in changing distribution options, account designations and addresses; (vi) providing information periodically to Shareholders showing their position in Shares of the Classes of the Funds; (vii) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend and capital gain distribution and tax notices to Shareholders; (viii) processing purchase, exchange and redemption requests from Shareholders and placing orders with the Funds or their service providers; (ix) providingsub-accounting with respect to Shares of the Classes of the Funds beneficially owned by Shareholders; (x) processing dividend and capital gain distribution payments from the Funds on June 29, 2004.behalf of Shareholders; (xi) preparing tax reports; and (xii) providing such other similarnon-distribution services as the Funds or the Distributor may reasonably request to the extent that the Service Organization is permitted to do so under applicable laws or regulations. The Committee consistsDistributor may also use this fee for payments to financial institutions and intermediaries such as

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banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Distributor and/or Service Organizations’ affiliates and subsidiaries as compensation for such services.

Section 3. This Plan shall not take effect with respect to any Class of Shares of a Fund until it has been approved (a) together with any related agreements, by votes of the majority of both (i) the Directors of the Company and (ii) the Qualified Directors, cast in person at a Board of Directors meeting called for the purpose of voting on this Plan or such agreement, and, if adopted after the public offering of Shares of such numberClass, (b) by a vote of members (not less than two)at least a majority of the outstanding voting securities of such Class.

Section 4. With respect to each Class of a Fund, this Plan shall continue in effect for a term of one year. Thereafter, this Plan shall continue in effect for each Class of a Fund for so long as setits continuance is specifically approved at least annually in the manner provided in Part (a) of Section 3 for the approval of this Plan.

Section 5. With respect to each Class of a Fund, this Plan may be terminated at any time by the Board from timevote of a majority of the Qualified Directors or by vote of a majority of the outstanding voting securities of such Class.

Section 6. All agreements with any person relating to time and its membersimplementation of this Plan shall be selectedin writing, and any agreement related to this Plan shall provide (i) that such agreement may be terminated at any time, without payment of any penalty, by the Board. The Committeevote of a majority of the Qualified Directors or by the vote of a majority of the outstanding voting securities of the relevant Class(es), on not more than 60 days written notice to any other party to the agreement; and (ii) that such agreement shall terminate automatically in the event of its assignment.

Section 7. With respect to each Class of a Fund, this Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Shareholders holding a majority of the outstanding voting securities of such Class, and all material amendments to this Plan shall be comprised entirelyapproved in the manner provided in Part (a) of “Independent Directors.” For purposesSection 3 for the approval of this Charter, IndependentPlan.

Section 8. The Distributor shall provide to the Directors of the Company, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

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Section 9. As used in this Plan, (i) the term “Qualified Director” shall mean membersthose Directors of the BoardCompany who are not interested persons of the Company, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (ii) the terms “assignment,” “interested person” and “majority of the outstanding voting securities” shall have their 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.

Section 10. While this Plan is in effect, the selection and nomination of those Directors who are not interested persons of the Company shall be committed to the discretion of the Directors then in office who are not interested persons of the Company.

Section 11. The Company shall preserve copies of this Plan (including any amendments thereto) and any related agreements and all reports made pursuant to Section 8 hereof for a period of not less than six years from the date of this Plan, the first two years in an easily accessible place.

Section 12. This Plan shall not obligate the Company or any other party to enter into an agreement with any particular person.

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EXHIBIT A

Fee Schedule

The current level of fees payable to the Distributor pursuant to Section 2 of the Plan are set forth below.

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APPENDIX B

AMENDED AND RESTATED SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT

AMENDED AND RESTATED SCHEDULE A

TO THE

MANNING & NAPIER FUND, INC.

INVESTMENT ADVISORY AGREEMENT

AUGUST 24, 2017

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 business day at the annual rates listed below:

The Fund and the Advisor agree that the annual management fee set forth in this Schedule A with respect to a Series is contingent upon such Series’ Class S shareholders’ approval of a Rule12b-1 distribution and shareholder services plan pursuant to which the Class S Shares would pay an annual distribution and/or shareholder services fee of up to 0.25% of the average daily net assets of the Class S Shares (the“12b-1 Plan”). If a Series’ Class S shareholders approve the Rule12b-1 Plan, the Series’ annual management fee set forth in this Schedule A will be implemented no later than the date on which the Fund implements the12b-1 Plan for the Class S Shares of the Series.

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APPENDIX C

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT FOR THE 10/31 SERIES

AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT FOR THE 10/31 SERIES

This agreement (“Agreement”) is made as of the 24th day of August, 2017 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

WHEREAS, the Advisor serves as the investment advisor to certain series of the Fund (each, a “Series”), as listed on Schedule A, pursuant to an Investment Advisory Agreement dated December 17, 2007, as amended (the “Investment Advisory Agreement”); and

WHEREAS, the Fund and the Advisor desire to enter into an expense limitation arrangement for the Class S Shares of the Series on the terms described below.

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.    The Advisor agrees to waive its fee and/or reimburse expenses so that the total direct annual fund operating expenses of the Class S Shares of the Series (exclusive of fees incurred under the12b-1 Plan (as defined below), interest, taxes, brokerage commissions, andnon-routine expenses) do not exceed the “Expense Limitation” for the Class S Shares of the Series as set forth on Schedule A.

2.    The Expense Limitation for the Class S Shares of a Series as set forth on Schedule A is contingent upon such Series’ Class S shareholders’ approval of a Rule12b-1 distribution and shareholder services plan pursuant to which the Class S Shares would pay an annual distribution and/or shareholder services fee of up to 0.25% of the average daily net assets of the Class S Shares (the“12b-1 Plan”). If a Series’ Class S shareholders approve the Rule12b-1 Plan, the Expense Limitation for the Class S Shares of the Series set forth in Section 2(a)(19)Schedule A will be implemented no later than the date on which the Fund implements the12b-1 Plan for the Class S Shares of the Series.

3.    This Agreement will remain in effect until February 28, 2020, with respect to the Class S Shares of the Series. This Agreement cannot be terminated prior to such time by the Advisor without the approval of the Fund’s Board of Directors.

4.    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 Investment Company Act of 1940, as amended (the “1940 Act”).

II. BOARD NOMINATIONS AND FUNCTIONS.

1. The Committee shall select and nominate all personsbe resolved by reference to serve as Independent Directors. The Committee shall evaluate candidates’ qualifications for Board membership and the independence of such candidates from the investment adviser and other principal service providers for the Fund. Persons selected must be independent in terms of both the letter and the spiritterm or provision of the 1940 Act. The Committee shall also considerAct and to interpretations thereof, if any, by the effectUnited States Courts or in the absence of any relationships beyond those delineated incontrolling decision of any such court, by rules, regulations or orders of the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser or service providers.

2. The Committee also shall evaluate the qualifications of and make recommendations for “interested” Director candidates to the Board.

3. The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership and shall comply with any rules adopted from time to time by the U.S. Securities and Exchange Commission regarding investment company nominating committees and(“SEC”) issued pursuant to said Act. In addition, where the nominationeffect of personsa requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to be considered as candidates for Board membership.

4. The Committee may adopt from time to time certain criteria that may be used byincorporate the Committee when evaluating the qualifications of potential nominees for the Board. A current non-exhaustive listeffect of such criteria is set forth in Appendix A, as mayrule, regulation or order. Otherwise the provisions of this Agreement shall be amended by the Committee as it deems appropriate.

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5. The Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submittedinterpreted in accordance with the procedureslaws of Maryland.

5.    This Agreement may be amended only by a written instrument signed by each of the parties hereto. Schedule A may not be amended to increase the Expense Limitation of the Class S Shares of the Series unless such amendment is authorized by the Fund’s Board of Directors, including a majority of its independent Directors.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.

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APPENDIX D

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT FOR THE 12/31 SERIES

AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT FOR THE 12/31 SERIES

This agreement (“Agreement”) is made as of the 24th of August, 2017 by and between MANNING & NAPIER FUND, INC., a Maryland Corporation (the “Fund”), and MANNING & NAPIER ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:

WHEREAS, the Advisor serves as the investment advisor to certain series of the Fund (each, a “Series”), as listed on Schedule A, pursuant to an Investment Advisory Agreement dated December 17, 2007, as amended (the “Investment Advisory Agreement”); and

WHEREAS, the Fund and the Advisor desire to enter into an expense limitation arrangement for the Class S Shares of the Series on the terms described below.

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.    The Advisor agrees to waive its fee and/or reimburse expenses so that the total direct annual fund operating expenses of the Class S Shares of the Series (exclusive of fees incurred under the Rule12b-1 Plan (as defined below), interest, taxes, brokerage commissions, andnon-routine expenses), do not exceed the “Expense Limitation” for the Class S Shares of the Series as set forth on Schedule A.

2.    The Expense Limitation for the Class S Shares of a Series as set forth on Schedule A is contingent upon such Series’ Class S shareholders’ approval of a Rule12b-1 distribution and shareholder services plan pursuant to which the Class S Shares would pay an annual distribution and/or shareholder services fee of up to 0.25% of the average daily net assets of the Class S Shares (the“12b-1 Plan”). If a Series’ Class S shareholders approve the Rule12b-1 Plan, the Expense Limitation for the Class S Shares of the Series set forth in Appendix B, asSchedule A will be implemented no later than the Committee may amend as it deems appropriate.

6. In identifying potential nomineesdate on which the Fund implements the12b-1 Plan for the Board, the Committee may consider candidates recommended by one or moreClass S Shares of the following sources: (i) the Fund’s current Directors, (ii) the Fund’s officers, (ii) the Fund’s investment adviser(s), (iv) the Fund’s stockholders, as provided on Appendix B, and (v) any other source the Committee deemsSeries.

3.    This Agreement will remain in effect until April 30, 2020, with respect to be appropriate. The Committee will not consider self-nominated candidates. The Committee may, but is not required to, retain a third party search firm at the Fund’s expense to identify potential candidates.

III. COMMITTEE NOMINATIONS AND FUNCTIONS.

1. The Committee has the authority to make recommendations to the full Board for nomination for membership on any committeesClass S Shares of the Board.

2. The Committee has the authoritySeries. This Agreement cannot be terminated prior to review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board.

3. The Committee shall, on an annual basis or at least as often as is required by law, review the performance of all Board members. The Committee may invite any or all Interested Directors or others to participate in such reviews as it deems appropriate.

IV. OTHER POWERS AND RESPONSIBILITIES.

1. The Committee shall meet at least once each year or more frequently in open or executive sessions. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others, as and when it deems appropriate.

2. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Fund.

3. The Committee shall report its activities to the Board and make such recommendations as the Committee may deem necessary or appropriate.

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4. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law andtime by the Fund’s By-Laws. InAdvisor without the event of any inconsistency between this Charter and the Fund’s organizational documents, the provisionsapproval of the Fund’s organizational documents shall govern.Board of Directors.

5. The Committee shall review4.    Any question of interpretation of any term or provision of this Charter as appropriate and recommend any changes to the full Board.

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Appendix A

Criteria for the Nominating Committee’s Consideration of

Potential Nominees for the Board

The Committee may take into accountAgreement having a wide variety of criteriacounterpart in considering potential nominees for the Board, including (but not limited to): (i) the nominee’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the nominee asor otherwise derived from a directorterm or senior officer of other public companies; (iii) the nominee’s educational background; (iv) the nominee’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominee, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the nominee’s perceived ability to contribute to the ongoing functions of the Board, including the nominee’s ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund; (vii) the nominee’s ability to qualify as an Independent Director for purposesprovision of the Investment Company Act of 1940, as amended; and (viii)amended (the “1940 Act”) shall be resolved by reference to such other criteria as the Committee determines to be relevant in lightterm or provision of the existing composition1940 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 BoardSecurities and Exchange Commission (“SEC”) issued pursuant to said Act. In addition, where the effect of a requirement of the 1940 Act reflected in any anticipated vacanciesprovision of this Agreement is revised by rule, regulation or other factors.order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Otherwise the provisions of this Agreement shall be interpreted in accordance with the laws of Maryland.

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Appendix B

Procedures for the Nominating Committee’s Consideration of

Potential Nominees Submitted by Stockholders

A nominee for nomination as a Director submitted5.    This Agreement may be amended only by a stockholder willwritten instrument signed by each of the parties hereto. Schedule A may not be deemedamended to increase the Expense Limitation of the Class S Shares of the Series unless such amendment is authorized by the Fund’s Board of Directors, including a majority of its independent Directors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be properly submitted toexecuted by their respective officers as of the Committee for the Committee’s consideration unless the following qualifications have been metday and procedures followed:year first above written.

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EXHIBIT B

BENEFICIAL OWNERS OF THE FUND

As of the Record Date, the following persons were the only persons who were record owners or, to the knowledge of the Fund, were beneficial owners of 5% or more of the shares of each Series, as indicated below.

Core Bond Series – Record Owners