SecProbe.io

CORRESP
1
filename1.htm

Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

June 5, 2025

FILED AS EDGAR
CORRESPONDENCE

Ashley Vroman-Lee,
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. Vroman-Lee:

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.
233, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 234, 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 Systematic High Yield Bond Series (the “Series”). Below, we have briefly
summarized your comments and questions, followed by our responses. 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

Investment Goal

 1. Comment. Please clarify whether the primary investment objective is income, with a secondary
goal of capital appreciation, or whether it is a single investment objective.

 Response. The
Series has made revisions to clarify that capital appreciation is a secondary investment objective.

Fees and
Expenses

 2. Comment. Please provide a completed fee table as part of your Correspondence.

Response. The Series has provided
the completed fee table and expense example below.

Ashley Vroman-Lee, Esq.

June 5, 2025

Page 2

Fees and Expenses

This table describes the fees and expenses you
may pay if you buy, hold, and sell shares of the Series. You may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the tables and examples below.

    CLASS
    I
    S
    W
    Z

    Shareholder Fees (fees paid directly from your investment)
    None
    None
    None
    None

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

    Management Fees
    0.35%
    0.35%
    0.35%
    0.35%

    Distribution and Service (12b-1) Fees
    None
    0.25%
    None
    None

    Other Expenses1
    0.92%
    0.92%
    0.77%
    0.77%

    Total Annual Fund Operating Expenses
    1.27%
    1.52%
    1.12%
    1.12%

    Less Fee Waivers and/or Expense Reimbursements2
    (0.67)%
    (0.67)%
    (1.02)%
    (0.67)%

    Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement2
    0.60%
    0.60%
    0.10%
    0.45%

 1 Other Expenses are based on estimated amounts for the current fiscal year.

 2 Manning & Napier Advisors, LLC (the Advisor or Manning & Napier) has contractually agreed to waive the management fee for
the Class W shares. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its
fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses of each Class, exclusive of
Distribution and Service (12b-1) Fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed
0.60% of the average daily net assets of the Class S and Class I shares, 0.45% of the average daily net assets of the Class Z shares,
and 0.10% of the average daily net assets of the Class W shares. These contractual waivers will continue indefinitely, and may only be
amended or terminated with the approval of the Series’ Board of Directors. The Advisor’s agreement to limit each Class’s
operating expenses is limited to direct operating expenses and, therefore, does not apply to acquired fund fees and expenses (AFFE), which
are indirect expenses incurred by the Series through its investments in other investment companies, as described in footnote 2. The Advisor
may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded
expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management
fee waivers) or expense reimbursements made during the rolling three-year period (i.e., the three year period following a waiver or reimbursement)
preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the
contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

    2

Ashley Vroman-Lee, Esq.

June 5, 2025

Page 3

Example

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

    AFTER 1
    AFTER 3

    YEAR
    YEARS

    Class I
    $61
    $192

    Class S
    $87
    $271

    Class W
    $10
    $32

    Class Z
    $46
    $144

 3. Comment. In the fee table, the Staff notes that the total expenses of Class W after application
of the fee waiver is less than the management fee. Please supplementally explain how this does not constitute impermissible cross-subsidization
of the management fee under Rule 18f-3 under the 1940 Act. In your response, please also address the Staff statement “Differential
Advisory Fee Waivers” dated February 2, 2023.

Response. On
February 2, 2023, the SEC staff issued 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.1 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 the Series, 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.

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

    3

Ashley Vroman-Lee, Esq.

June 5, 2025

Page 4

By
way of background, the Advisor has agreed to waive its entire management fee with respect to Class W Shares of the Series. Under this
arrangement, Class W shareholders of the Series do not bear an investment management fee at the Series level, but shareholders of other
classes of the Series do bear their proportionate share of the investment management fee charged to the Series. Class W Shares of the
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 Series, rather than indirectly through their investment in the Series’ Class W Shares. As previously described
to the SEC Staff, the Fund and the Advisor have implemented a process designed to ensure that the Board has the information necessary
to consider the differential advisory fee waivers related to the Class W Shares of a series of the Fund and whether such waiver provides
a means for cross subsidization in contravention of Rule 18f-3.2

At the Board’s February and May
2025 meetings (collectively, the “Board Meeting”), the Advisor provided information to the Fund’s Board regarding the
differential advisory fee waivers related to the Series’ Class W Shares. At the Board Meeting, the Advisor presented to the Board
(a) the results of its analysis regarding whether the advisory fees paid by the Accounts invested in the Series’ Class W shares
to the Advisor outside of the Series is sufficient to indirectly compensate the Advisor for its investment advisory services; and (b)
a description of 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’s cross-subsidization analysis included, among other things, an
estimate of each relevant Account’s investment in the Series, the management fee paid by the Series, the hypothetical blended management
fee rate that would have been paid by each such 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 to the Advisor by each such Account to the hypothetical blended management
fee rate that would have been paid by each such Account with respect to its investments in Class W Shares of the Series but for the advisory
fee waiver.

At the Board Meeting, the Advisor informed
the Board that the Advisor concluded that the Series’ Class W Shares do not provide a means for cross-subsidization in contravention
of Rule 18f-3 under the 1940 Act. 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 determined, based on the information and analysis
presented to the Board at the Board 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.

Principal Investment Strategies

 4. Comment. In the principal investment strategies, where it is first used and throughout
the Prospectus and SAI, as appropriate, please add the term “junk bonds” when referring to high yield or non-investment grade
securities.

 Response. The
Series has made the requested revisions.

2 See
letter from Sean Graber to Kimberly Browning dated September 6, 2024 at https://www.sec.gov/Archives/edgar/data/751173/000199937124011535/filename1.htm

    4

Ashley Vroman-Lee, Esq.

June 5, 2025

Page 5

 5. Comment. Under “Bond Security Selection Process,” please more specifically
disclose the nexus between the term “systematic” used in the Series’ name and the Series’ principal investment
strategy.

 Response. The
Series has made the requested revisions.

 6. Comment. Under “Credit Quality,” in connection with the disclosure
that states that “the Series may focus its investments in one or more sectors,” please disclose the sectors if known.

Response. The
Series does not intend to principally invest in any specific enumerated sectors. The Series may, however, ultimately be principally invested
in one or more sectors at any given time as a result of the Advisor’s implementation of its opportunistic investment strategy, but
these sectors are not known in advance. The Series, therefore, has not updated its disclosure in this regard.

Principal
Risks of Investing in the Series

 7. Comment. Under “Market Risk,” the third and fourth bullet points are
identical; please remove one of the duplicative paragraphs.

 Response. The
Series has made the requested revisions.

 8. Comment. Under “High-Yield Securities Risk,” The disclosure states
the “Series is subject to additional risk due to its ability to invest in high-yield securities (junk bonds).” The sentence
downplays the extent of the Series’ investments in high yield securities because the Series will invest at least 80% of its assets
in high yield bonds. Please remove “its ability” from the sentence so that it states “The Series is subject to additional
risks due to significant investments in high yield securities,” or otherwise modify the disclosure as appropriate and consistent
with this Comment.

 Response. The
Series has made the requested revisions.

 9. Comment. The Staff notes that there is “Foreign Securities Risk.”
Please disclose investments in foreign securities in the Series’ Principal Investment Strategy.

Response.
 The Series respectfully notes that the Principal Investment Strategy disclosure already states in relevant part that “[t]he
Series will principally invest in high yield . . . U.S. dollar-denominated, publicly issued debt of non-U.S. corporate issuers”
(emphasis added). The Series believes such disclosure is sufficiently accurate to disclose its investments in foreign securities. Further,
because such investments constitute principal investments, the Series believes it is appropriate to retain the corresponding principal
risk disclosure.

 10. Comment. Under “Sector Focus Risk,” please disclose the sectors in
which the Series will invest, and please also disclose those sectors in the Principal Investment Strategy section, if known.

 Response. The
Series respectfully directs the Staff to its response to Comment 6, above.

General

 11. Comment. Under “Summary of Past Performance,” the Staff notes the
Series is new. Please supplementally state what the appropriate broad-based securities market index is.

    5

Ashley Vroman-Lee, Esq.

June 5, 2025

Page 6

Response. The
Series’ appropriate broad-based securities market index is the Bloomberg U.S. Aggregate Bond Index.

More Information About the Series’
Principal Investment Strategies and Principal Risks – More Information about the Series’ Principal Risks

 12. Comment. The Staff notes that the principal risks disclosed in Item 9 of Form N-1A do
not fully track what is disclosed in Item 4. For example, some risks are not included in Item 9. Please confirm all Item 9 risks are summarized
in Item 4 disclosure.

Response. The
Series has revised its risk disclosure to ensure that the principal risks disclosed in Item 9 of Form N-1A correspond to those disclosed
in Item 4.

Part C Comments

 13. Comment. A “form of” Dealer Agreement is included as an exhibit for Item
28(e)(2) and a “form of” Rule 12d1-4 Fund of Funds Investment Agreement is included as a