SecProbe.io

CORRESP
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filename1.htm

Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

October 13, 2023

FILED AS EDGAR
CORRESPONDENCE

Kimberly Browning,
Esq.

Lauren Hamilton

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington, D.C.
20549

 Re: Manning & Napier Fund, Inc. 485(a) Filing (File Nos.
2-92633 and 811-04087)

Dear Mses. Browning
and Hamilton:

On behalf of our client, Manning & Napier
Fund, Inc. (the “Fund”), this letter responds to the comments you provided on behalf of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) via telephone, regarding the Fund’s post-effective amendment no.
220, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 221, under the Investment Company Act
of 1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the 1933
Act (the “Amendment”) with respect to the Callodine Equity Income Series (the “Series”). Below, we have briefly
summarized your comments and questions, followed by our responses. Please note that for organizational purposes, we have divided certain
of your numbered comments that contain more than one comment into subdivisions (e.g., “(a),” “(b),” “(c),”
etc.). Where indicated, certain of the Fund’s responses are based on information provided to the Fund by Manning & Napier Advisors,
LLC (the “Advisor”) or Callodine Capital Management, LP (the “Sub-Advisor”) for the specific purpose of the Fund’s
responses to the Staff’s comments. Capitalized terms not defined herein should be given the meaning provided in the Amendment.

Prospectus Comments

Investment
Goal

 1. Comment.     With respect to the Series’ Investment Goal, please explain in plain English
the meaning of the phrase “strong risk-adjusted returns with low market correlation and preservation of capital.” In particular,
please explain what the Series means by “strong risk adjusted total returns” and “low market correlation.”

Response.     The Series
has added disclosure in response to Item 4 of Form N-1A to clarify what it means by the quoted language.

Fees and
Expenses

 2. Comment.     In the second sentence of the preamble to the Fees and Expenses subsection of
the Summary Section of the Prospectus, please change the font of the second sentence to bold font.

Kimberly Browning, Esq.

Lauren Hamilton

October 13, 2023

Page 2

Response.     The Series
has made the requested revisions.

 3. Comment.     In the fee table, please add a footnote to “Other Expenses” to state
that these are estimated for the current fiscal year in accordance with Instruction 6 to Item 3 of Form N-1A.

Response.     The Series
has made the requested revisions.

 4. Comment.     In the second footnote to the fee table, regarding the waiver and how it operates,
please revise this footnote to clarify that the three year rolling period refers to the three year period following a waiver or reimbursement.

Response.     The Series
has made the requested revisions.

 5. Comment.     In the second footnote to the fee table, please clarify the references to “direct
operating expenses” and “indirect expenses.”

Response.     The Series
has revised the footnote disclosure to delete the references to “direct operating expenses” and “indirect operating
expenses” and to simply state that the expense limitation agreement does not apply to Acquired Fund Fees and Expenses.

Principal
Investment Strategies

 6. Comment.     In accordance with Rule 35d-1(d)(2) under the 1940 Act, please revise the Series’
80% policy to clarify that “80% of its assets” means 80% of the Series’ net assets, plus borrowings for investment purposes.

Response.     The Series
has made the requested revisions.

 7. Comment.     With respect to the disclosure that the Series may invest in “preferred
stock, securities convertible into common and preferred stock,” please specify the types of preferred stock and securities convertible
into common and preferred stock that the Series will invest in as part of its principal investment strategies, and please add corresponding
principal risk factor disclosure. If the Series will invest in convertible bonds, please disclose the applicable credit ratings of such
bonds.

Response.     The Series
has revised its Principal Investment Strategies disclosure to clarify that the Series may invest in preferred stock and securities convertible
into common and preferred stock in any company, market or sector that is consistent with the Series’ investment strategies. The
Series respectfully declines to add additional detail in this regard to its corresponding risk factor disclosure because it believes the
existing disclosure sufficiently addresses the risks of investing in preferred stock and convertible securities. The Series has made revisions
to disclose the applicable credit ratings of its investments in convertible bonds.

 8. Comment.     If the Series intends to invest in contingent convertible securities (“CoCos”)
as part of its principal investment strategy, please disclose that strategy and its accompanying risks. Supplementally inform the Staff
about the percentage of assets the Series expects to invest in CoCos. If the Series does not intend to invest in CoCos as part of its
principal investment strategy, please so inform the Staff supplementally.

    2

Kimberly Browning, Esq.

Lauren Hamilton

October 13, 2023

Page 3

Response.     The Series
confirms it does not intend to invest in CoCos as part of its principal investment strategies.

 9. Comment.     With respect to the Series’ investments in ADRs, please clarify whether
the Series intends to invest in “sponsored” or “unsponsored” ADRs and add corresponding principal risk factor
disclosure. Please disclose a definition of sponsored and/or unsponsored ADRs. The Staff would not object if the additional specificity
is provided in response to Item 9 of Form N-1A (and not Item 4).

Response.     The Series
will invest in sponsored (and not unsponsored) ADRs as part of its principal investment strategies. The Series has clarified this intention
its principal investment strategies disclosure, added a definition, and has revised its corresponding principal risk factor disclosure.

 10. Comment.     With respect to the clause that says “securities or other instruments
whose price is linked to the value of common stock or other equity securities,” please specify what securities or other instruments
the Series intends to invest in, and provide corresponding principal risk factors. If the Series intends to invest in derivatives, please
specify the kinds of derivatives.

Response.     The Series
has deleted the quoted language. The Series may invest in derivatives as part of its 20% basket and has added disclosure about the types
of derivatives in which it may invest as part of its principal investment strategies.

 11. Comment.     If the Series intends to invest in derivatives as part of the Series’
80% policy, please revise the prospectus to disclose this. If the Series does not intend to invest in derivatives as part of the Series’
80% policy, please so inform the Staff supplementally.

Response.     The Series
does not intend to invest in derivatives as part of its 80% policy.

 12. Comment.     Please note that the 80% policy is an asset-based test and not an exposure test,
so if the Series intends to include derivatives as part of its 80% policy, the derivatives must be valued, for purposes of Rule 35d-1
under the 1940 Act, on a mark-to-market basis (i.e., using the current market price of the derivative, or if it is an over-the-counter
derivative, its fair value). Please confirm that the Series will use the market value of derivatives for purposes of complying with Rule
35d-1.

Response.     The Series
does not intend to invest in derivatives as part of its 80% policy.

 13. Comment.     If the Series intends to invest in derivatives in a separate 20% basket, please
provide disclosure stating that the Series may invest in derivatives, and disclose how the derivatives will be used. Tailor the Item 4
corresponding risk factor(s) to be specific to the derivatives the Series will invest as part of its principal investment strategies,
and do not discuss the risks of derivatives that are not part of the Series’ principal investment strategies. Please disclose, in
response to Item 9 of Form N-1A, the specific categories of derivatives in which the Series may invest as part of its principal investment
strategies and how the Series may trade them (for example, with respect to options, state whether the Series may invest both in exchange-traded
options and over the counter options, and whether the Series will buy and/or sell options). If the Series will not invest in derivatives
in the 20% basket, please represent that to the Staff supplementally.

    3

Kimberly Browning, Esq.

Lauren Hamilton

October 13, 2023

Page 4

Response.     The Series
has revised its Principal Investment Strategies disclosure to indicate that it may invest in options as part of its 20% basket. The Series
has also added a corresponding principal risk factor that is tailored to its principal investments in options. In response to Item 9 of
Form N-1A, the Series has disclosed that it may purchase exchange-traded options as part of its principal investment strategies.

 14. Comment.     With respect to the Series’ disclosure about its investments in master
limited partnerships (“MLPs”), please supplementally confirm that MLPs are part of the Series’ principal investments.
If they are principal investments of the Series, please disclose the maximum total assets the Series intends to invest in MLPs and specify
in the disclosure the types of MLPs the Series may invest in, including the qualifying sources as set forth in Section 7704(d) of the
Internal Revenue Code of 1986, as amended (such as exploration, development, mining, production, processing, refining, transportation,
storage and marketing of mineral or natural resources) and disclose corresponding principal risk factors of the types of MLPs in which
the Series may invest as part of its principal investments strategies. The Staff would not object if the additional specificity is provided
in response to Item 9 of Form N-1A (and not Item 4).

Response.     The Series
confirms that it may invest in MLPs as part of its principal investment strategies. The Series has revised its disclosure to specify the
types of MLPs the Series expects to principally invest in and has provided additional detail in its corresponding principal risk factors.
The Series respectfully notes that the Series’ Principal Investment Strategies disclosure already states that the Series may invest
in MLPs as part of its 80% basket. Subject to the 80% basket, the Series does not have a particular target allocation range for its investments
in MLPs.

 15. Comment.     Please disclose the specific types of Real Estate Investment Trusts (“REITs”)
the Series may invest in as part of its principal investment strategies, including whether such REITs are equity, mortgage or hybrid REITs,
and whether the Series may invest in public or private REITs (or both), and disclose the correlating principal risk factors of such investments.
The Staff would not object if the additional specificity is provided in response to Item 9 of Form N-1A (and not Item 4).

Response.     The Series
has made the requested revisions. The Series represents that it may invest in equity, mortgage and hybrid REITs as part of its principal
investment strategies, and will only invest in public (not private) REITs.

 16. Comment.     In the last sentence of the first paragraph of the Principal Investment Strategies
section, please revise to add more specific disclosure about the kind of fixed income securities that the Series may invest in as part
of its 20% basket, including by disclosing the range of credit quality ratings of fixed income securities in which the Series may invest.
Delete the phrase “other debt and credit instruments” because this is not specific, and do not use open end phrases like “such
as” before identifying securities. If the Series intends to invest in unrated securities as part of its principal investment strategies,
please disclose this fact and disclose how decisions will be made to invest in unrated securities.

Response.     The Series
has made the requested revisions.

 17. Comment.     In the third paragraph of the Principal Investment Strategies section, in the
second sentence, please add a reference to the Series’ ability to invest in emerging markets companies, and disclose how the Series
determines whether a country is an emerging markets country for purposes of its principal investment strategies. The Staff would not object
if the disclosure about how the Series determines whether a country is an emerging markets country is added in response to Item 9 of Form
N-1A. Alternatively, delete the reference to emerging markets companies from the “foreign securities” principal risk factor
in response to Item 4 of Form N-1A.

    4

Kimberly Browning, Esq.

Lauren Hamilton

October 13, 2023

Page 5

Response.     The Series
does not intend to invest in emerging markets issuers as part of its principal investment strategies and has therefore deleted all references
to emerging markets in the Prospectus.

 18. Comment.     In the third paragraph of the Principal Investment Strategies, in the third
sentence, if the Series’ principal investment strategies involve a focus on specific sectors or geographies, please disclose such
focus; alternatively, please supplementally inform the Staff that the Series has no such focus.

Response.     The Series’
principal investment strategies do not involve a focus on any specific sector or geography. Instead, the Series will invest its assets
where the “Sub-Advisor” finds value.

 19. Comment.      With respect to MLPs, if the Series will invest in MLPs as part of its principal
investment strategies, please consider disclosing whether MLPs will be invested in according to specific geographic focuses. In addition,
please consider whether there should be corresponding MLP risk disclosure with respect to MLPs and any geographic focus. Please also consider
disclosing the risks of investing in MLPs as they may relate to mining, minerals, and exploration.

Response.     The Series’
principal investment strategies do not involve a focus on any specific sector or geography, including with respect to its investments
in MLPs. Instead, the Series will invest its assets where the Sub-Advisor finds value, including with respect to its investments in MLPs.
As noted in response to Comment 14, the Series has provided additional disclosure about the types of MLPs it may principally invest in,
and it has revised the corresponding principal risk factors.

 20. Comment.     With respect to the last paragraph of the Principal Investment Strategies subsection,
please:

(a) Delete the disclosure
about the anticipated 5% annual payout, which appears to violate Rule 156 of the Securities Act of 1933, as amended, which in part prohibits
mutual fund sales literature, whether express or implied, from being misleading about future performance. Alternatively, explain supplementally
to the Staff how the disclosure complies with Rule 156 of the Securities Act of 1933, as amended.

Response.     The Series
does not believe that stating that the Series “seeks” to offer shareholders an annual payout of 5% in the context used, and
as stated, is misleading or that it may be characterized as an implied representation of future performance. The Series has, however,
deleted all disclosure about the anticipated 5% annual payout because the Advisor and the Sub-Advisor have decided to no longer pursue
this strategy.

(b) If the Series
determines to retain the disclosure about an anticipated 5% annual payout, please state in plain English that the 5% ann