UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN A PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Securities Exchange Act of 1934, as amended

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]☐

Check the appropriate box:

MANNING & NAPIER FUND, INC.

(Name(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.

Shareholder Proxy

Your vote is important!

Please read and respond today.

See inside for information

that affects your

Manning & Napier Fund, Inc.

investments.

MANNING & NAPIER FUND, INC.

290 Woodcliff Drive
Fairport, New York 14450

290 WOODCLIFF DRIVE

FAIRPORT, NEW YORK 14450

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 18, 2015

NoticeEnclosed is hereby given that a meetingnotice, proxy statement and proxy card for a Joint Special Meeting of shareholdersShareholders (the “Meeting”) of each series (the “Series”) of the Manning & Napier Fund, Inc. (the “Fund”).  You are receiving these materials because of your investment in shares of one or more Series of the Fund. The Meeting is scheduled for 11:00 A.M., Eastern Time, on Tuesday, June 30, 2020.  The Meeting will be a virtual meeting held via live audio webcast at the offices of the Fund, 290 Woodcliff Drive, Fairport, New York 14450, on Tuesday, August 18, 2015, beginning at 9:00 a.m. (Eastern Time)https://www.viewproxy.com/ManningNapier/broadridgevsm/ .

At the Meeting, shareholders of the Fund will be asked to elect six members to the Board of Directors of the Fund (the “Board”), 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 If you are a shareholder of record of the Fund as of the close of business on June 10, 2015May 13, 2020, you are entitled to vote at the Meeting, and any adjournments(s) thereof. Each shareadjournment of the Meeting.

            There are two proposals scheduled to be voted on at the Meeting. First, shareholders are being asked to elect directors to the Board of Directors of the Fund (the “Board”). There are seven nominees, one of whom is entitleda new director and six of whom are current directors. The proxy statement provides a description of each nominee’s background and current status with the Fund, along with other information.

            Second, shareholders are being asked to one vote,approve a new investment advisory agreement for their respective Series between Manning & Napier Advisors, LLC (“Manning & Napier”) and the Fund. Shareholders of the Rainier International Discovery Series (the “Rainier Series”) are being asked to approve both a new investment advisory agreement between Manning & Napier and the Fund on behalf of the Rainier Series and a proportionate fractionalnew investment sub-advisory agreement between Manning & Napier and Rainier Investment Management, LLC (“Rainier”), a company majority owned by Manning & Napier’s parent company. Manning & Napier currently serves as investment adviser to each Series of the Fund, and to the Rainier Series pursuant to a separate investment advisory agreement. Rainier currently serves as the investment sub-adviser to the Rainier Series. Each new agreement (each, a “New Agreement,” and together, the “New Agreements”) has the same advisory fees as, and otherwise does not materially differ from, the current investment advisory agreements and the current investment sub-advisory agreement (each a “Current Agreement,” and, together, the “Current Agreements”). As discussed in more detail in the accompanying materials, you are being asked to approve the New Agreements because the Current Agreements may be deemed to terminate as a result of an upcoming transaction involving a change in the ownership of Manning & Napier.

The Board, including the independent directors, unanimously recommends that you vote for each fractional share.“FOR” the election of the nominees and “FOR” the approval of the New Agreements, as applicable to your Series.

Whether or not you plan to attend the Meeting, in person, please votewe need your shares. To vote by mail please complete, date,vote. Please take a few minutes to review this proxy statement and sign the enclosed proxy card(s)

and return it in the self-addressed, postage-paid envelope.If you return the proxy card(s) by mail and no instructions are marked on the proxy card(s), the proxy will vote your shares FOR the election of each nomineetoday.  Voting is quick and in the discretion of the person named as proxy in connection with any other matter that may properly come before the Meeting.Ifeasy. Everything you have returned a proxy card(s) 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 alsoneed is enclosed.Please vote by telephoneInternet, phone, or Internet, as follows:mail today.

Thank you for taking the time to consider this important proposal and for your continuing investment.

Sincerely,

Paul Battaglia
President, Chairman and Director

Manning & Napier Fund, Inc.

The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments thereof.MANNING & NAPIER FUND, INC.

If the necessary quorum to transact business or the vote required to approve the election of 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 solicitations of proxies.290 Woodcliff Drive
Fairport, New York 14450

Important Notice Regarding the Availability of Proxy Materials for theOnline Virtual Meeting Only—No Physical Meeting Location

Shareholder Meeting https://www.viewproxy.com/ManningNapier/broadridgevsm/

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

MANNING & NAPIER FUND, INC.

To Be Held on August 18, 2015.June 30, 2020

The

To the Shareholders:

            Notice is hereby given that a virtual special meeting of shareholders (the “Meeting”) of Manning and Napier Fund, Inc. (the “Fund”) will be held on Tuesday, June 30, 2020 at 11:00 A.M., Eastern Time, via live audio webcast at https://www.viewproxy.com/ManningNapier/broadridgevsm/ for the following purposes:

Shareholders of record at the close of business on May 13, 2020 will be entitled to vote at the Meeting and at any adjournments or postponements thereof.

Please vote through the Internet, by touch-tone telephone, or by marking, dating and signing the enclosed proxy statement is available atproxyvote.com.

PLEASE RESPOND – WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOIDcard and returning it in the prepaid envelope enclosed for your convenience to ensure that your shares are represented. THE ADDITIONALPROMPT RETURN OF YOUR PROXY WILL SAVE THE EXPENSE OF FURTHER SOLICIATION. YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO SUPPORT THE BOARD OF DIRECTORS’ RECOMMENDATIONS AND VOTE FOR THE ELECTION OF ALL NOMINEES.MAILINGS. If you attend the virtual Meeting, you can revoke your proxy and vote your shares at the Meeting if you wish.

By orderOrder of the Board of Directors,

Jodi L. Hedberg

Elizabeth Craig

Secretary

July 1, 2015Manning & Napier Fund, Inc.

IMPORTANT NEWS FOR SHAREHOLDERS

SPECIAL MEETING OF SHAREHOLDERS

To be held on Tuesday, August 18, 2015

PROXY STATEMENT

GENERAL

This documentAlthough we encourage you to read the full text of the enclosed proxy statement, for your convenience here is a proxy statement (the “Proxy Statement”). This Proxy Statement and enclosed proxy card(s) are being furnished to shareholders of eachbrief overview 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,matters that require your vote as a “Series”)shareholder of the Manning & Napier Fund, Inc. (the “Fund”).

The

Proposal 1:  To elect, as a slate of nominees, each of the current Directors (individually, a “Nominee” and collectively, the “Nominees”) to the Board of Directors of the Fund.

Proposal 2:  (a) To approve a new investment advisory agreement between the Fund, (the “Board”) is soliciting proxies from shareholders on behalf of each Series, and Manning & Napier Advisors, LLC (“Manning & Napier”); (b) to approve a new investment advisory agreement between the Fund, on behalf of the Rainier International Discovery Series, and Manning & Napier; and (c) to approve a new investment sub-advisory agreement between Manning & Napier and Rainier Investment Management, LLC on behalf of the Rainier International Discovery Series.

Q & A: QUESTIONS AND ANSWERS

In connection with consideration of succession planning and expected retirements of Directors, the  Board recently determined to increase the size of the Board to seven and appointed a new Director. In addition, the Board adopted a retirement policy and expects that additional changes in the Board will occur in the coming years. Because Manning & Napier will already be incurring the costs of a proxy statement to approve the new advisory and sub-advisory agreements (Proposal 2), the Board recommends that shareholders also elect (or re-elect, as the case may be) all of the current Directors to the Board to reduce future Fund expenses by effectively extending the period of time until another shareholder proxy to elect directors would be required. By electing the current Directors at this time, the Fund will have more flexibility to fill a future vacancy on the Board without having to incur the time and cost of a shareholder proxy. Even though some of the current Directors have already been elected by the shareholders of the Fund, electing the full Board at a single point in time will result in a modest reduction of ongoing administrative work and will impose no cost on the Fund.

You are being asked to approve new investment advisory agreements and a new investment sub-advisory agreement for your Series, as applicable (each a “New Agreement,” and, together, the “New Agreements”) because the Transaction may be deemed to result in a change of control of the adviser, Manning & Napier, and the sub-adviser, Rainier Investment Management, LLC (“Rainier”) under the 1940 Act.  As a result, the Transaction results in the assignment and automatic termination of the investment advisory agreements and the investment sub-advisory agreement pursuant to which Manning & Napier and Rainier provide investment advisory services and sub-advisory services, respectively to the Series (the “Current Agreements”). Shareholder approval of the New Agreements will enable Manning & Napier and Rainier to continue to serve the Series following the closing of the Transaction.

We would prefer that you vote by telephone or on the Internet, if possible, because that enables a quicker processing of proxy votes and reduces costs. Please refer to the proxy card attached to this Proxy Statement for further instructions on how to vote. 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 Fund 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.

Your Vote Is Important. Thank You for Promptly Recording Your Vote.

MANNING & NAPIER FUND, INC.
290 Woodcliff Drive
Fairport, New York 14450 

BLENDED ASSET CONSERVATIVE SERIES

BLENDED ASSET EXTENDED SERIES

BLENDED ASSET MAXIMUM SERIES

BLENDED ASSET MODERATE SERIES

CREDIT SERIES

CORE BOND SERIES

DISCIPLINED VALUE SERIES

DIVERSIFIED TAX EXEMPT SERIES

EQUITY SERIES

HIGH YIELD BOND SERIES

NEW YORK TAX EXEMPT SERIES

OVERSEAS SERIES

PRO-BLEND(R) CONSERVATIVE TERM SERIES

PRO-BLEND(R) EXTENDED TERM SERIES

PRO-BLEND(R) MAXIMUM TERM SERIES

PRO-BLEND(R) MODERATE TERM SERIES

RAINIER INTERNATIONAL DISCOVERY SERIES

REAL ESTATE SERIES

TARGET INCOME 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 2060 SERIES

UNCONSTRAINED BOND SERIES

PROXY STATEMENT

JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 30, 2020

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Manning & Napier Fund, Inc. (the “Fund”) for use at the Joint Special Meeting of Shareholders of each series of the Fund (the “Series”) to be held at 290 Woodcliff Drive, Fairport, New York 14450, at 9:00 a.m. Eastern Time, on Tuesday, August 18, 2015,June 30 at 11:00 A.M., Eastern time virtually at https://www.viewproxy.com/ManningNapier/broadridgevsm/, and at any adjourned session thereof (such special meeting and all adjournmentsany adjournment thereof (theare hereinafter referred to as the “Meeting”).

The Board has fixed the close Shareholders of business on June 10, 2015, 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 shares of thateach Series at the close of business on May 13, 2020 (the “Record Date” and such shareholders, “Shareholders”) are entitled to vote at the Record Date.

This Proxy Statement, the Notice of MeetingMeeting.  The proxy card and thethis proxy card(s)statement are first being mailed to shareholdersShareholders on or about July 1, 2015.Tuesday, May 26, 2020.

At

As used in this proxy statement, the Meeting, shareholdersFund’s Board of Directors is referred to as the “Board,” and the term “Director” includes each director of the Fund.  A Director who is not an “interested person” of the Fund, will be askedas defined in the Investment Company Act of 1940, as amended (the “1940 Act”), is referred to elect six members to the Board and to transact such other businessin this proxy statement as may be properly brought before the Meeting or any adjournment(s) thereof.

At a Board meeting held on May 28, 2015, the Board unanimously approved and recommended that you vote FOR the election of all nominees.

1

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

Certain separate account clients of Manning & Napier Advisors, LLC (the “Advisor”), the investment advisor to the Fund, 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.

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 arewere no material conflicts of interest that arise with respect to the Advisor voting on the election of each Board nominee,Proposal 1 and Proposal 2, 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 FOR the electionapproval of each nominee. In reaching its conclusions,Proposal 1 and FOR the approval of Proposal 2. A summary of the material factors considered by the Proxy Committee in connection with its determination that each Proposal does not raise any material conflicts of interest is set forth below.

Proposal 1. The Proxy Committee considered alegal requirements that require at least two-thirds of the Directors holding office to be elected by shareholders. They further considered that the Board recently increased the number of factors, includingDirectors to seven and appointed a new Director. The Proxy Committee took into account the Board’s recent adoption of a retirement policy and expectation that additional changes to the Board will occur in the coming years. The Proxy Committee acknowledged that since Manning & Napier will already be incurring the costs of a proxy statement in conjunction with Proposal 2, that electing the directors at this time would provide the Fund with more flexibility to fill a future vacancy on the Board without incurring the time and cost of a shareholder proxy. The Proxy Committee considered the fact that fivesix of the nominees are considered Independent Directors under the Investment Company1940 Act, of 1940, as amended (the “1940 Act”), and have no material relationship with the Advisor. The Proxy Committee further considered the fact that each of the nominees for Independent Director currently serves as a Director of the Fund and has brought and is expected to continue to bring, a wide range of expertise to the Board. With respect to the recent election of Russell O. Vernon, the Proxy Committee considered the process and factors considered by the Governance & Nominating Committee to evaluate Mr. Vernon’s qualifications for Board membership. The Proxy Committee also took into account that the nominees for Independent Directors supported the nomination of James E. Mikolaichik,Paul J. Battaglia, an employee of the Advisor, as the nominee for Interested Director.

Proposal 2. The Proxy Committee acknowledged the Transaction, which may be deemed to result in a change of control of Manning & Napier, and the sub-advisor, Rainier Investment Management, LLC under the 1940 Act. They further acknowledged that as a result, the Transaction results in the assignment and automatic termination of the investment advisory agreements and the investment sub-advisory agreement pursuant to which Manning & Napier and Rainier provides investment advisory services and sub-advisory services, respectively, to the Series. The Proxy Committee considered that entering into the new investment advisory agreements and sub-advisory agreement will allow Manning & Napier and Rainier to continue to serve the Series following the closing of the Transaction. The Proxy Committee considered the Board’s considerations and conclusions with respect to approving the new investment advisory agreements and the sub-advisory agreement.  The Proxy Committee took into account the fact that the new investment advisory agreements and sub-advisory agreement are identical to the terms of the Current Agreements, except with respect to the date.

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, Target 2060 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,the Record Date, 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%)32.54%  of the outstanding shares of the Fund. The table below provides a listing of the breakdown of outstanding shares for each Series within the Fund for which the Advisor wasis believed to possess voting authority.

This Proxy Statement should be kept for future reference. The most recent Annual Reports, including financial statements, 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,

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PROPOSAL 1 – ELECTION OF DIRECTORS

It is proposed that Stephen B. Ashley, Paul J. Battaglia, Paul A. Brooke, Peter L. Faber, James E. Mikolaichik, Harris H. Rusitzky, Russell O. Vernon 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, fourfive of the sixseven Directors (Messrs. Auspitz, Ashley, Brooke, Faber, Rusitzky and Rusitzky)Watson) have been elected by shareholders, while two of the sixseven Directors (Messrs. BrookeBattaglia and Watson)Vernon) have been appointed by the Board, but not elected by shareholders. Accordingly, if Mr. Mikolaichik

Although not required by applicable law or the Fund’s governing documents, the Board, for reasons of efficiency and to attempt to reduce future costs and expenses of the Series, has determined that it is in the best interests of the Fund to succeed Mr. Auspitzseek the election by shareholders of all seven current Directors. If all of the seven current Directors are elected, following the Meeting, all seven Directors of the Fund will have been elected by shareholders. This will permit the Board to fill several future vacancies on the Board Mr. Mikolaichik needsover time before next having to be elected by shareholders.incur the costly expense of a proxy solicitation.

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

Matters Considered by the Board

At a special meeting of the Board held on April 17, 2020 (the “April 17th Board Meeting”), the Board appointed Mr. Vernon to the Board.  In addition, the Board was provided with information at a special meeting held on April 22, 2020 regarding the Proposal and considered whether to recommend that shareholders vote in favor of the Proposal. Based on information provided to the Board during and in advance of the April 17th and April 22^nd Board Meetings and subsequent review and consideration, the Board unanimously voted, within the context of its full deliberations, to recommend that shareholders of the Series vote in favor of the proposal to elect all seven current Directors of the Board.

Prior to the Board Meetings, the Board considered and discussed, among other things, information about the current Directors’ capacity, their expected length of service, the experience and knowledge of the Board, both individually and in the aggregate, the number, size and complexity of the Series and the growth trajectory of the Fund. Based on its review and deliberation, the Board voted in the April 17^th Board Meeting to increase the size of the Board to seven Directors, to appoint Mr. Vernon to the Board and in the April 22^nd Meeting to recommend the Proposal for approval by shareholders.

In considering Mr. Vernon to serve as a new Independent Director, who is an interested person,the Board and its Governance and Nominating Committee generally considered Mr. Vernon’s business or professional experience, and reputation. In addition, the Governance and Nominating Committee evaluated Mr. Vernon’s qualifications for Board membership and his independence from the investment advisers and other principal service providers for the Series as definedwell as any relationships beyond those delineated in the 1940 Act that might impair independence. The Board and the Governance and Nominating Committee also considered Mr. Vernon’s expertise with respect to financial and accounting matters and the age and expertise of the current Directors. Mr. Vernon’s experience and qualifications are discussed below.

In determining to recommend that shareholders vote in favor of electing Mr. Vernon to the Board, in addition to Mr. Vernon’s qualifications and experience, the Board determined (1) that Mr. Vernon is referredsufficiently independent from relationships with the Advisor, and other principal service providers of the Series, both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that Mr. Vernon demonstrated an ability and willingness to in this Proxy Statementmake the considerable time commitment, including personal attendance at Board meetings, believed necessary to his function as an “Interested Director.”effective Board member; and (3) that Mr. Vernon has no continuing relationship as a director, officer or board member of any U.S. registered investment company. With respect to Mr. Vernon’s proposed appointment to the Fund’s Audit Committee, the Board also reviewed information provided by Mr. Vernon and made the determination that Mr. Vernon is an audit committee financial expert within the meaning of the Sarbanes-Oxley Act of 2002.

In considering whether to recommend that shareholders elect the six current Directors, who are not interested personsthe Board considered and discussed information about the 1940 Act voting requirements, the potential to mitigate future costs, and the flexibility that may be created with respect to the future appointment of Directors to the Board if shareholders elect the current Directors. The Board also considered its current composition, including its individual and collective business and professional experience.

Irrespective of whether shareholders elect the seven current Directors, all seven current Directors will continue to serve as Directors without interruption.

Individual Nominee Qualifications

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

Independent Directors and Nominees

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. In addition, Mr. Brooke was a Founder and Managing Partner of VenBio, an investment firm focused on biotechnology. 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 Russell O. Vernon should serve as Director because of the experience he has gained in his thirty years of helping financial companies grow and adjust to changing conditions. Mr. Vernon formerly served as the founder and General Partner of BVM Capital and President of Commerce Capital Markets, Inc. Mr. Vernon also previously served as the Chief Operating Officer at Barrett Associates, Inc., a money management firm, and as the Director of Investment Operations at Warburg Pincus Asset Management and Chancellor Capital Management. In those roles, Mr. Vernon was directly responsible for building a state-of-the-art infrastructure to support all client, business, product development and growth needs. He also served on numerous management and operating committees. Additionally, Mr. Vernon served as a Senior Manager at Deloitte & Touche, where his consulting practice focused on management, M&A, financial service and due diligence engagements and issues.

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 Audit Committee and Member of the Finance 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.

Interested Director and Nominee

The Fund has concluded that Paul J. Battaglia should serve as Director because of his knowledge of and experience in the financial services industry, and the knowledge and experience he has gained from serving in various executive and management positions with the Advisor since 2004. Mr. Battaglia has over 15 years of experience in strategic and fiscal planning and budgeting, financial reporting, and investor relations.

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 referredpursuant to in this Proxy Statementrequirements of the SEC, do not constitute holding out of the Board or any Nominee as “Independent Directors.”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.

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

*At a meeting held on April 22, 2020, the Board adopted a mandatory retirement policy applicable to Directors (the “Retirement Policy”).  Under the Retirement Policy, each Director shall resign from service on the Board not later than December 31^st of the calendar year in which such Director attains the age of 82 years.  The tables below showRetirement Policy may be waived with respect to a Director for one or more one year periods by unanimous vote of the numberBoard.

Securities Beneficially Owned by Each Director

As of sharesMarch 31, 2020, the Directors of each Seriesthe Fund beneficially owned by each Nominee as of April 30, 2015. Unless otherwise noted, each Nominee owns less than 1%equity securities of the outstanding shares of each Series.

Interested DirectorFunds within the dollar ranges presented in the table below.

Interested Director

Independent Directors

Independent Directors

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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.(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.

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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

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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 ChairmanChair of the Board, Paul J. Battaglia, is an interested person of the Fund as that term is defined in the 1940 Act. The Fund does not have a single lead independentPaul A. Brooke serves as the Lead Independent Director. The Fund has determined its leadership structure is appropriate givenIn his role as Lead Independent Director, Mr. Brooke, among other things: (i) presides over Board meetings in the specific characteristics and circumstancesabsence of the Fund. Chair of the Board; (ii) presides over executive sessions of the Independent Directors; (iii) along with the Chair of the Board, oversees the development of agendas for Board meetings; (iv) facilitates communication between the Independent Directors and Fund management, and among the Independent Directors; (v) serves as a key point person for dealings between the Independent Directors and Fund management; and (vi) has such other responsibilities as the Board or Independent Directors determine from time to time.

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, Russell O. Vernon and Chester N. Watson (Chairman). The Audit Committee meets twice annually, and, if necessary, more frequently. The Audit Committee met twice during each Series’the 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 (Chairman), Peter L. Faber, Harris H. Rusitzky, Russell O. Vernon and Chester N. Watson. Mr. Vernon has been appointed to the Governance and Nominating Committee, but he did not serve on the Committee at the time the Committee made recommendations to the Board in connection with the Proposal. 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 regular Board meeting attended, and $3,000 per special or other 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. Mr. Brooke receives an additional fee of $1,500 per Governance and Nominating Committee meeting for serving as Governance and Nominating Committee Chairman and an additional annual fee of $25,000 for serving as Lead Independent Director.

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, 2014.2019: 

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

PROPOSAL 2 – APPROVAL OF THE NEW INVESTMENT ADVISORY AND

SUB-ADVISORY AGREEMENTS

15The Change in Control of Manning & Napier Advisors, LLC and

Manning & Napier Advisors, LLC (“Manning & Napier”) serves as investment adviser to each of the Series. Manning & Napier also serves as investment advisor to the Rainier International Discover Series (the “Rainier Series”) pursuant to a separate investment advisory agreement. Rainier Investment Management, LLC (“Rainier”), a company majority owned by Manning & Napier’s parent company, serves as investment sub-adviser to the Rainier Series.

Manning & Napier, Inc. (“MN Inc.”) is the ultimate parent company of Manning & Napier.  In March of this year, William Manning, who is the co-founder of MN Inc. and current Chairman of the MN Inc. Board of Directors, delivered to the company an exchange notice under the terms of the exchange agreement (the “Exchange Agreement”) that was entered into at the time that MN Inc. became a public company in 2011.   Pursuant to the Exchange Agreement, Mr. Manning will tender the entirety of his private interests in Manning & Napier Group, LLC (“MN Group”), the managing member of Manning & Napier, exchangeable for cash or shares of MN Inc. Class A common stock.   On April 9, 2020, MN Inc. delivered to Mr. Manning a letter indicating that, as permitted under the Exchange Agreement, it will satisfy Mr. Manning’s exchange request by purchasing all of Mr. Manning’s private interests in MN Group (the “Transaction”). The Transaction settled on May 11, 2020, which resulted in the divestiture of Mr. Manning's entire ownership interest in MN Group.

The Transaction may be deemed to result in a change of control of Manning & Napier and Rainier under the 1940 Act. As a result, the Transaction results in the assignment and automatic termination of the investment advisory agreements and the investment sub-advisory agreement pursuant to which Manning & Napier and Rainier, respectively, provide advisory services to the Series (the “Current Agreements”). Section 15(a)(4) of the 1940 Act requires the automatic termination of an advisory contract when it is assigned.  As a result, shareholders of the Series are being asked to approve: (i) a new advisory agreement between the Fund, on behalf of the Series (other than the Rainier Series), and Manning & Napier; (ii) a new advisory agreement between the Fund, on behalf of the Rainier Series, and Manning & Napier; and (iii) a new sub-advisory agreement between Manning & Napier and Rainier on behalf of the Rainier Series (together, the “New Agreements”) so that Manning & Napier and Rainier’s management of the Series may continue without any interruption. Shareholders are not being asked to approve the Transaction.

The Transaction closed on May 11, 2020, which is prior to the date of the Meeting.  Because the Current Agreements will terminate at the time of the closing of the Transaction and prior to the time that shareholders have an opportunity to approve the New Agreements, at a meeting held on April 17, 2020 (the “April 17th Meeting”), in reliance on Rule 15a-4 under the 1940 Act, the Board approved “interim” investment management agreements (each an “Interim Advisory Agreement”).  These Interim Advisory Agreements permit Manning & Napier and Rainier to continue to provide investment advisory and sub-advisory services with respect to the Series for a period of 150 days after the Transaction closes while the Funds solicit shareholder votes approving the New Agreements.  The use of these Interim Advisory Agreements is subject to specific restrictions, as further described below.

The terms of each Interim Advisory Agreement for a Series are substantially identical to those of the corresponding Current Agreement for that Series, except for the term and escrow provisions, as described below.  Each Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of a Series approve the New Agreements, as applicable.   Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by Manning & Napier or Rainier under an Interim Advisory Agreement is to be held in an interest-bearing escrow account.  If shareholders of a Series approve the New Agreements prior to the end of the 150-day period, the amount withheld from payment will be paid to Manning & Napier and Rainier, as applicable.  If shareholders of a Series do not approve the New Agreements prior to the end of the 150-day period, the Board will be asked to consider what further action to take, and Manning & Napier and Rainier, as applicable, will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement or the total of the withheld amount. Unlike the New Agreements, it is not necessary for shareholders to approve the Interim Advisory Agreements.

Under requirements imposed by Rule 15a-4, approval of the Interim Agreements would have been required to be voted on at a meeting held in person.  However, the April 17th Board Meeting was held virtually in reliance on temporary exemptive relief provided by the SEC due to the effects of the COVID-19 pandemic and based on a finding of the Board that reliance on the SEC exemptive relief is necessary and appropriate due to circumstances related to the current and potential effects of the COVID-19 pandemic. The April 17th Board Meeting was held using video conferencing technology that allowed participants to see and hear each other at the same time, although certain participants participated by audio only.

As discussed in greater detail below, at a meeting held on April 22, 2020 (the “April 22nd Board Meeting”), the Board approved each of the New Agreements, to become effective upon shareholder approval. In addition, the Board, including all of the Independent Directors, unanimously recommended the approval of the New Agreements to the Series’ shareholders.  Under requirements imposed by Section 15 of the 1940 Act, approval of the New Agreements would have been required to be voted on at a meeting held in person.  However, the April 22nd Board Meeting was held virtually in reliance on temporary exemptive relief provided by the SEC due to the effects of the COVID-19 pandemic and based on a finding of the Board that reliance on the SEC exemptive relief is necessary and appropriate due to circumstances related to the current and potential effects of the COVID-19 pandemic.  The April 22nd Board Meeting was held using video conferencing technology that allowed participants to see and hear each other at the same time, although certain participants participated by audio only.

The Transaction is not expected to result in any changes to the organization or structure of the Series.  You will still own the same shares in the same Series.  If the New Agreements are approved, Manning & Napier will continue to serve as investment adviser to the Series (including the Rainier Series), Rainier will continue to serve as sub-adviser to the Rainier Series, and none of the Series’ other service providers are expected to change in connection with the Transaction.  Under the New Agreements, Manning & Napier and Rainier will provide the same advisory services to the Series on the same terms as Manning & Napier and Rainier provide such services under the Current Agreements. The advisory fee rate paid by the Series to Manning & Napier, and that Manning & Napier pays to Rainier under the Current Agreements will remain unchanged under the New Agreements.

If the New Agreements are not approved by shareholders, the Board will consider such further action as it deems in the best interests of shareholders, which may include resubmitting the New Agreements to shareholders for approval.

Required Vote

The purpose of this Proxy Statement is to submit the New Agreements to a vote of each Series’ shareholders pursuant to the requirements of the 1940 Act. Shareholders of each Series will vote separately on this Proposal.  The 1940 Act requires all new investment advisory agreements to be approved by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of a registered investment company. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” of a Series 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 (a “1940 Act Majority”). Approval of the Proposal with respect to a Series requires the affirmative vote of a 1940 Act Majority of the Series’ shares. Approval of the Proposal by shareholders of one Series is not contingent upon the approval of the Proposal by shareholders of any other Series. If shareholders of one or more Series approve the Proposal, but shareholders of other Series do not, the Board will consider such further action as it deems in the best interests of shareholders, which may include resubmitting the New Agreement to shareholders of the non-approving Series for approval.

Information about Manning & Napier

Manning & Napier is a Delaware limited liability company formed on September 13, 2011, and is the successor to Manning & Napier Advisors, Inc., which was formed as a partnership on April 27, 1970, and incorporated in New York on January 3, 1972. Manning & Napier, located at 290 Woodcliff Drive, Fairport, New York 14450, is an investment adviser registered under the Investment Advisers Act of 1940, as amended.  As of December 31, 2019, Manning & Napier had approximately $19.5 billion in assets under management.

Manning & Napier is generally responsible for supervision of the overall business affairs of the Fund including supervision of service providers to the Fund and direction of Manning & Napier’s directors, officers or employees who may be elected as officers of the Fund to serve as such. In addition, Manning & Napier oversees Rainier to ensure its compliance with the investment objective, policies, strategies, and restrictions of the Rainier Series, and monitors Rainier’s adherence to its investment style.

Listed below are the names and titles of each principal executive officer and director of Manning & Napier, as currently expected to be effective upon the closing of the Transaction.  Except as otherwise noted below, the principal business address of each principal executive officer and director of Manning & Napier is 290 Woodcliff Drive, Fairport, New York 14450.

Information about Rainier

Rainier is a Washington limited liability company with its principal place of business at 600 University Street Suite 2412 Seattle, WA 98101. Rainier is an investment adviser registered under the Investment Advisers Act of 1940, as amended.  As of December 31, 2019, Rainier had approximately $824 million in assets under management.

Rainier acts as the investment sub-advisor to the Rainier Series. Manning & Napier Group owns a majority of the outstanding interests in Rainier, and the remaining interests are owned by certain of Rainier’s employees. Under the sub-advisory agreement between Manning & Napier and the Rainier Series, Rainier provides a continuous investment program for the Rainier Series and makes decisions and places orders to buy, sell or hold particular securities for the Series. Rainier is also responsible for managing its employees who provide services to the Series.

Listed below are the names and titles of each principal executive officer and director of Rainier, as currently expected to be effective upon the closing of the Transaction.  Except as otherwise noted below, the principal business address of each principal executive officer and director of Rainier is 600 University Street Suite 2412 Seattle, WA 9810.

Description of the Material Terms of the Current Agreements and the New Agreements

The Current Agreement between the Fund, on behalf of the Series (other than the Rainier Series), and Manning & Napier, dated December 17, 2007, was initially approved by the Board for a term of two years on August 30, 2007. The Current Agreement between the Fund, on behalf of the Rainier Series, and Manning & Napier dated August 21, 2017, was initially approved by the Board for a term of two years on February 16, 2017. The Current Agreement between Manning & Napier and Rainier on behalf of the Rainier Series, dated August 21, 2017, was initially approved by the Board for a term of two years on February 16, 2017. The Current Agreements were approved by each Series’ initial shareholder before the Series commenced investment operations. 

The New Agreements will become effective upon approval by the Series shareholders or after the closing of the Transaction.  The terms of the New Agreements are identical to the terms of the Current Agreements, except with respect to the dates.  Set forth below is a summary of material terms of the New Agreements. The form of each New Agreement is included as Appendix A, B and C.  Although the summary of material terms of the New Agreements below are qualified entirely by reference to the form of New Agreements included in Appendix A, B and C, Shareholders should still read the summary below carefully.

The advisory fee rates under the Current Agreements and the New Agreements are the same.  The annualized advisory fee rates paid to Manning & Napier by the Fund will remain at the percentage of the Series average daily net assets as set forth below:

The annualized advisory fee rate paid to Rainier by Manning & Napier will remain at the percentage of the Series average daily net assets as set forth below:

In addition, the Series operating expenses are not expected to increase as a result of the Transaction or entering into the New Agreements. 

The New Agreements would require Manning & Napier and Rainier to provide the same services as were provided under the Current Agreements.  Manning & Napier and Rainier shall, subject to the supervision of the Board, regularly provide the Series with investment research, advice and supervision and shall furnish continuously an investment program for each Series’ assets consistent with the investment objectives and policies of each Series.

The New Agreements have the same duration and termination provisions as the Current Agreements.  The New Agreements will have an initial term of two years from their effective dates and will continue from year to year so long as their renewals are specifically approved by (a) a majority of the Directors who are not parties to the New Agreements and who are not “interested persons” (as defined in the 1940 Act) of any party to the New Agreements, cast in person at a meeting called for the purpose of voting on such approval and a majority vote of the Directors or (b) by vote of a majority of the voting securities of each Series.  Each New Agreement may be terminated by the Fund, without the payment of any penalty, by a vote of the Board or with respect to a Series, upon the affirmative vote of a majority of the outstanding voting securities of the Series.  Each New Agreement may also be terminated at any time upon not more than 60 days’ nor less than 30 days’ written notice by Manning & Napier or Rainier, without the payment of any penalty, and shall automatically terminate in the event of assignment.

The New Agreements subjects Manning & Napier and Rainier to the same standard of care and liability to which each was subject under the Current Agreements.

Information on Investment Advisory Fees Paid

The following table shows: (i) the dollar amount of fees paid to Manning & Napier by each Series pursuant to the Current Agreement; (ii) the dollar amount waived by Manning & Napier pursuant to a contractual fee waiver agreement and expense limitation agreement in place for the Series, as applicable (the “Fee Waiver Agreements”); and (iii) the dollar amount of net advisory fees paid to Manning & Napier by each Series, for the most recent fiscal year ended October 31, 2019 (the “10/31 Series”) and December 31, 2019 (the “12/31” Series):

*The Series had not commenced operations as of December 31, 2019.

The Advisor has contractually agreed to waive the management fee for the Class W shares and pursuant to an Advisory Fee Waiver Agreement, the Advisor has contractually agreed to limit each class’s total direct annual operating expenses (exclusive of Rule 12b-1 Fees and waived Class W management fees, as applicable). If the Proposal is approved by shareholders of each Series and the Transaction closes, Manning & Napier has agreed to maintain the Fee Waiver Agreements indefinitely. The Fee Waiver Agreements may not be amended or terminated by the Advisor without the approval of the Board.

Information on Investment Sub-Advisory Fees Paid

For period ended October 31, the sub-advisory fees paid by Manning & Napier to the Rainier with respect to the Rainier International Discovery Series were $3,260,592.

Section 15(f) of the 1940 Act

Because the Transaction may be considered to result in a change of control of Manning & Napier and Rainier under the 1940 Act resulting in the assignment of the Current Agreements, Manning & Napier and Rainier intend for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act, which permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser that results in an assignment of an investment advisory contract, provided that the following two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period following the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). Manning & Napier and Rainier have confirmed for the Board that the Transaction will not impose an unfair burden on the Series within the meaning of Section 15(f) of the 1940 Act.

Second, during the three-year period following the Transaction, at least 75% of the members of the investment company’s board of directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor adviser).  At the present time, at least 75% of the Directors are classified as Independent Directors. Manning & Napier and Rainier have confirmed for the Board that each anticipates that for a period of three years following the closing of the Transaction, at least 75% of the members of the Board will not be interested persons of Manning & Napier or Rainier.

Board Considerations in Approving the New Agreements

In preparation for the April 22nd Board Meeting, the Directors requested that Manning & Napier and Rainier furnish information necessary to evaluate the terms of the New Agreements. The Board also considered information that the Board previously reviewed in connection with its most recent approval of the Current Agreements, which approval occurred at an in-person meeting held on November 21, 2019.  Additionally, as part of that prior approval, the Directors conducted a working session on October 25, 2019 during which they reviewed and discussed extensive information provided by Manning & Napier and Rainier that was requested on their behalf. The Directors used this information, as well as other information submitted to the Board in connection with the April 22nd Board Meeting and other meetings held since the most recent renewals of the Current Agreements, to help them decide whether to approve the New Agreements for initial two-year terms.

Specifically, the Board requested and received written materials from Manning & Napier and Rainier regarding, among other things: (i) the terms, conditions, and expected timing of the Transaction; (ii) the nature, extent and quality of the services to be provided by Manning & Napier and Rainier under the New Agreements; (iii) the proposed advisory fee to be paid to Manning & Napier and Rainier under the New Agreements; (iv) Manning & Napier and Rainier’s compliance programs; and (v) Manning & Napier and Rainier’s investment management personnel.

At the April 22nd Board Meeting, the Directors, including all of the Independent Directors, based on their evaluation of the information provided by Manning & Napier, Rainier and other service providers of the Series, approved the New Agreements.  As part of their evaluation, the Independent Directors received advice from independent counsel and met in executive session outside the presence of Fund management. In considering the approval of the New Agreements, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services to be provided by Manning & Napier and Rainier; (ii) the investment performance of the Series, Manning & Napier and Rainier; and (iii) the fees to be paid to Manning & Napier and Rainier under the New Agreements, as discussed in further detail below. In addition, the Board, in considering the New Agreements in the context of the Transaction, relied upon representations from Manning & Napier and Rainier that: (i) the Transaction was not expected to result in any material changes to the nature, quality and extent of services provided to the Series by Manning & Napier and Rainier that are discussed below; (ii) Manning & Napier and Rainier did not anticipate any material changes to their compliance programs or code of ethics in connection with the Transaction; and (iii) the portfolio managers for the Series were not expected to change in connection with the Transaction. 

Nature, Extent and Quality of Services Provided by Manning & Napier and Rainier

In considering the nature, extent and quality of the services to be provided by Manning & Napier and Rainier, the Board reviewed the portfolio management services to be provided by Manning & Napier and Rainier to the Series, including the quality of the continuing portfolio management personnel and Manning & Napier and Rainier’s compliance history and compliance program. The Directors reviewed the terms of the proposed New Agreements, and noted that the New Agreements do not materially differ from the Current Agreements. The Directors also reviewed Manning & Napier and Rainier’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for Manning & Napier and Rainier also were available to the Board.  The Directors also considered other services to be provided to the Series by Manning & Napier specifically, such as monitoring Rainier’s adherence to the Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services to be provided to each Series by Manning & Napier and Rainier under the New Agreements support approval of the New Agreements.

Investment Performance of Manning & Napier and Rainier

In connection with its most recent approvals of the continuation of the Current Agreements and other meetings held during the course of the trailing 12-month period, the Board was provided with reports regarding each Series performance over various time periods. As part of these meetings, Manning & Napier and Rainier and their representatives provided information regarding and, as applicable, led discussions of factors impacting Manning & Napier and Rainier’s performance for the Series, outlining current market conditions and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of Manning & Napier and Rainier’s performance at meetings held prior to the April 22nd Board Meeting. The Board also reviewed detailed performance information for the Series through March 31, 2020.  In doing so, the Directors determined that Manning & Napier and Rainier’s performance was satisfactory, or, where Manning & Napier or Rainier’s performance was materially below a Series’ benchmarks and or peer group, the Directors were satisfied by the reasons for the underperformance and/or the steps taken by Manning & Napier and Rainier in an effort to improve performance. Based on this information and Manning & Napier and Rainier’s representations that the portfolio managers for the Series were not expected to change in connection with the Transaction, the Board concluded, within the context of its full deliberations, that the investment results that Manning & Napier and Rainier had been able to achieve for each Series support approval of the New Agreements.

Costs of Advisory Services, Profitability and Economies of Scale

With respect to the cost of advisory services, the Board considered that the investment advisory fees payable to Manning & Napier and Rainier under the New Agreements are the same as the investment advisory fee payable to Manning & Napier and Rainier under the Current Agreements.  With respect to profitability and economies of scale, the Board considered Manning & Napier and Rainier’s profitability and economies of scale from management of the Series when the Board most recently approved the continuation of the Current Agreements.  Accordingly, the Directors did not make any conclusions regarding Manning & Napier and Rainier’s profitability, or the extent to which economies of scale would be realized, in consideration of the Transaction, but will do so during future considerations of the New Agreements.

Conclusion

While formal Board action was not taken with respect to the conclusions discussed above, those conclusions formed, in part, the basis for the Board’s approval of the New Agreements at the April 22nd Board Meeting.  The Board concluded, in the exercise of its reasonable judgment, that the terms of the New Agreements, including the compensation to be paid thereunder, are reasonable in relation to the services expected to be provided by Manning & Napier and Rainier to the Series and that the appointment of Manning & Napier and Rainier and the approval of the New Agreements would be in the best interest of the Series and their shareholders.  Based on the Directors’ deliberations and their evaluation of the information described above and other factors and information they believed relevant, the Board, including all of the Independent Directors, unanimously approved (a) the appointment of Manning & Napier as investment adviser to the Series and Rainier as investment sub-adviser to the Rainier Series, and (b) the New Agreements.

In evaluating the background and conclusions discussed above, shareholders should consider: 

THE DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND
VOTE “FOR” THE PROPOSAL.

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.