SecProbe.io

CORRESP
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filename1.htm

Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

September 6, 2024

FILED AS EDGAR
CORRESPONDENCE

Kimberly Browning,
Esq.

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 Ms. Browning:

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.
227, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 228, 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 Credit 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”) 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

Fees and
Expenses

 1. Comment.     In the first sentence of the preamble to the Fees and Expenses subsection of
the Summary Section of the Prospectus, please revise the language to match the following: “This table describes the fees and expenses
you may pay if you buy, hold, and sell shares of the Series.”

Response.     The Series
has made the requested revisions.

 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 to bold font.

Response.     The Series
has made the requested revisions.

 3. Comment.     In the fee table, the Staff notes that there is no AFFE caption, but Item 4
disclosure states that the Series invests principally in ETFs. Please confirm supplementally that no AFFE line is required, or add the
line item accordingly.

Response.     The Fund
confirms that acquired fund fees and expenses did not exceed 0.01% during the prior fiscal year.

Kimberly Browning, Esq.
 September 6,
2024
 Page 2

 4. Comment.     With respect to the fee table and footnote:

 (a) In the final line item, please (i) delete the reference to “After Fee Waivers,” and (ii) delete
the footnote because the fee waiver has not been triggered.

Response.     The Series
notes that the reference to “After Fee Waivers” was not included in the version of the Prospectus that filed on EDGAR and
respectfully submits that the reference to “After Fee Waivers” was due to a formatting issue in the redline the Series shared
with the Staff. The Series has deleted the footnote.

(b)      Please
confirm supplementally that there is no other discussion in Item 3 of the Prospectus of fee waivers under the Series’ expense limitation
agreement.

Response.     The Series
confirms there is no other discussion of fee waivers in the Item 3 section of the Prospectus.

(c)      With
respect to text in the footnote, the footnote says the contractual waivers are “expected” to continue indefinitely. The Staff
notes that section 3 of the expense limitation agreement, filed as an exhibit in Item 28, states that this agreement “will”
remain in effect indefinitely. Please revise the disclosure to clarify whether the agreement will remain in effect or is expected to remain
in effect.

Response.     As requested
in Comment 4(a), the Series has deleted the footnote. However, to the extent this language appears elsewhere in the Amendment, the Series
has made the requested revisions.

(d)     In the
footnote, please clarify the meaning of the references to “direct operating expenses” and “indirect expenses.”

Response.     As requested
in Comment 4(a), the Series has deleted the footnote. This language does not appear elsewhere in the Amendment.

(e)     In the
footnote regarding the waiver and how it operates, please revise the disclosure to clarify that the three-year rolling period refers to
the three-year period following a waiver or reimbursement.

Response.     As requested
in Comment 4(a), the Series has deleted the footnote. However, to the extent this language appears elsewhere in the Amendment, the Series
has made the requested revisions.

(f)     In the
last sentence of the footnote, regarding clauses (a) and (b), please consider revising into plain English.

Response.     As requested
in Comment 4(a), the Series has deleted the footnote. However, to the extent this language appears elsewhere in the Amendment, the Series
believes such disclosure is already written in plain English and conforms to comments previously provided by the SEC staff. Accordingly,
the Series respectfully declines to make revisions.

    2

Kimberly Browning, Esq.
 September 6,
2024
 Page 3

 5A. Comment.     The Staff observes that the Series offers Class W shares that are subject to
a waiver of the management fee in addition to the terms of the expense limitation agreement that also governs the Class I, S and Z shares.
Please supplementally clarify why the Class W waiver does not violate Section 18(f) of the 1940 Act.

Response.     Subsequent
to the Fund’s prior correspondence with the SEC staff regarding the Fund’s offering of Class W Shares of certain series of
the Fund1, the SEC staff issued, on February
2, 2023, a bulletin entitled “Differential Advisory Fee Waivers” (the “Staff Bulletin”) that addresses, among
other things, the Staff’s views on certain matters regarding the offering of multiple classes of shares that may have different
fee waiver arrangements in place.2 The Staff
Bulletin recites prior SEC guidance concerning the risks associated with funds offering multiple classes of shares that have differing
expense arrangements and discusses the requirements imposed under Rule 18f-3 under the 1940 Act that are designed to mitigate such risks.
In particular, with regard to fee-waived classes of shares, such as the Class W Shares of certain Series of the Fund, the Staff observed:

In the staff’s view, whether
a differential advisory fee waiver presents a prohibited means of cross-subsidization between classes is a facts-and-circumstances determination
that the mutual fund’s Board in consultation with the investment adviser and legal counsel should consider making and documenting
after considering all relevant factors. For example, a fund’s Board may be able to conclude that a long-term waiver of an advisory
fee for one class of shares, but not other classes of shares, does not provide a means for cross subsidization in contravention of Rule
18f-3 if the Board finds that (1) shareholders in the waived class pay fees to the adviser at the investing fund level in a funds-of-funds
structure for advisory services, and (2) that such fees, when added to the advisory fees that are paid by the waived class, after giving
effect to the waiver, are at least equal to the amount of advisory fees paid by the other classes, such that the waiver for the waived
class is demonstrably not being subsidized by other classes. (footnote omitted)

In addition, the Staff noted that the
board of a fund that has an existing fee-waived class of shares may want to consider, specifically within the context of Rule 18f-3, whether
(i) such waivers present a means for cross-subsidization, (ii) steps taken to monitor and guard against cross-subsidization are effective,
and (iii) whether alternative fee arrangements may be appropriate.

By way of background, the Advisor has
agreed to waive its entire management fee with respect to Class W Shares of a Series. Under this arrangement, Class W shareholders of
a Series do not bear an investment management fee at the Series level, but shareholders of other classes of the same Series do bear their
proportionate share of the investment management fee charged to the Series. Class W Shares of a Series are available for investment only
to the Advisor’s fee-paying discretionary investment accounts (the “Accounts”). The effect of this arrangement is that
the Accounts pay the Advisor directly for their investment advisory services, including the services provided to the applicable Series
in which their assets are invested, rather than indirectly through their investment in a Series’ Class W Shares.

1 See
letter from Elizabeth Craig to Kimberly Browning dated June 22, 2022 (https://www.sec.gov/Archives/edgar/data/751173/000138713122007161/filename1.htm).

2 See
Staff bulletin “Differential Advisory Fee Waivers” (February 2, 2023) (https://www.sec.gov/investment/differential-advisory-fee-waivers).

    3

Kimberly Browning, Esq.
 September 6,
2024
 Page 4

In response to the Staff Bulletin, the
Advisor, working together with legal counsel to the Fund and Advisor, made a presentation to the Fund’s Board at its May 2023 Board
meeting that (a) described the Class W shares fee structure, including the permanent advisory fee waiver for such class; (b) described
the Advisor’s investment advisory programs invested in Class W shares of a Series and the fees payable to the Advisor by the Accounts
invested in these advisory programs; and (c) reported the results of the Advisor’s fee analysis to determine whether the advisory
fees paid by the over 3,700 Accounts invested in the Class W shares to the Advisor outside of a Series is sufficient to indirectly compensate
the Advisor. In addition, prior to the Board meeting, the Board received a memorandum from legal counsel to the Fund and Advisor summarizing
(a) the relevant legal authorities that govern mutual fund share class structures and (b) the SEC staff’s position in the Staff
Bulletin.

Based on the results of its analysis,
the Advisor reported that the Advisor concluded that the Class W shares advisory fee waiver for a Series does not provide a means for
cross subsidization in contravention of Rule 18f-3 (i.e., the advisory fees paid to the Advisor by the Accounts outside of a Series are
at least equal to the amount of advisory fees paid by the other classes of the Series), and described the reasonably designed measures
implemented by the Advisor to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series.
The Advisor committed to annually perform an analysis to determine whether the advisory fees paid by the Accounts invested in the Class
W shares to the Advisor outside of a Series is sufficient to indirectly compensate the Advisor. The Advisor further agreed to report to
the Board the results of this analysis in the Advisor’s annual 15(c) materials to the Board in connection with the Board’s
review of the Series’ investment advisory agreement.

Based on the results of the Advisor’s
review of the differential advisory fee waivers related to the Series’ Class W Shares and the Advisor’s conclusions thereto,
the Board accepted the Advisor’s assessment, and therefore has made the determination, based on the information and analysis presented
to the Board at the meeting, that the Series’ Class W Shares do not provide a means for cross-subsidization in contravention of
Rule 18f-3 under the 1940 Act. The Independent Directors were advised by independent legal counsel with respect to their consideration
of the differential advisory fee waiver matters reviewed at the May 2023 Board meeting.

At its May 2024 Board meeting, the Board
again considered the differential advisory fee waivers related to a Series’ Class W Shares. At the meeting, the Advisor presented
15(c) materials to the Board similar to those described above for the May 2023 Board meeting. In this regard, the Advisor reported on
its annual process to determine that a Series’ Class W Shares do not provide a means for cross-subsidization in contravention of
Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the Accounts to the Advisor outside of the Series
as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Advisor reported that, after completing its
annual review, the Advisor concluded that each Series’ Class W Shares do not provide a means for cross-subsidization in contravention
of Rule 18f-3 under the 1940 Act. The Advisor further reported that it continues to have reasonable measures in place to monitor the waivers
in a Series’ Class W Shares to guard against cross-subsidization in the Series.

Based on the results of the Advisor’s
review of the differential advisory fee waivers related to the Series’ Class W Shares and the Advisor’s conclusions thereto,
the Board accepted the Advisor’s assessment, and therefore has made the determination, based on the information and analysis presented
to the Board at the meeting, that the Series’ Class W Shares do not provide a means for cross-subsidization in contravention of
Rule 18f-3 under the 1940 Act. The Independent Directors were advised by independent legal counsel with respect to their consideration
of the differential advisory fee waiver and the 15(c) matters reviewed at the May 2024 Board meeting.

    4

Kimberly Browning, Esq.
 September 6,
2024
 Page 5

 5B. Comment.     Based on the Staff’s review of the Fund’s response to Comment 5A,
the Staff has the following additional comments and requests for clarification:

 (a) With respect to the Board’s consideration of the Series’ differential advisory fee waiver
for Class W Shares, the Staff notes that the Fund’s response in Comment 5A states that, at the 2023 and 2024 Board meetings, the
Board “accepted the Advisor’s assessment that the Series’ Class W Shares do not provide a means for cross-subsidization
in contravention of Rule 18f-3 under the 1940 Act.” Please address supplementally how, beyond “accept[ing]” the Advisor’s
assessment, the Board determined that the differential advisory fee waiver for Class W Shares does not constitute cross-subsidization
across the Series’ share classes in contravention of Rule 18f-3. Please refer to the Staff Bulletin stating that “In the staff’s
view, whether a differential advisory fee waiver presents a prohibited means of cross-subsidization between classes is a facts-and-circumstances
determination that the mutual fund’s Board in consultation with the investment adviser and legal counsel should consider making
and documenting after considering all relevant factors.”

Response. The Fund has
revised its Response 5A to address the Staff’s comments.

 (b) Please identify all documentation demonstrating the basis for the Advisor’s conclusion that differential
advisory fee waiver for Class W Shares does not provide a means for cross-subsidization in contravention of Rule 18f-3.

Response. The documentation
supporting the basis for the Advisor’s conclusion that the differential advisory fee waiver for Class W Shares does not provide
a means for cross-subsidization in contravention of Rule 18f-3 is contained in various work papers created by the Advisor as part of performing
its fee analysis. As part of its analysis, the Advisor created files relating to, among other things, the advisory fee rate paid by each
Account to the Advisor, the Accounts’ holdings of Series of the Fund, the amount of each Account’s investments in each Series,
the management fees paid by each Series, the hypothetical blended management fee rate that would have been paid by each Account with respect
to its investments in Class W Shares of the Series but for the advisory fee waiver, and a comparison of the advisory fee rate paid by
each Account to the Advisor to the hypothetical blended management fee rate th