Manning & Napier Fund, Inc. 485BPOS
Exhibit 99(a)(7)
MANNING & NAPIER FUND, INC.
ARTICLES OF AMENDMENT
MANNING & NAPIER FUND, INC. (the “Corporation”), a corporation organized under the laws of the State of Maryland, having its registered business address at 2405 York Road, Suite 201, Lutherville-Timonium, Maryland, 21093, does hereby certify to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.
SECOND: Pursuant to the authority granted to the Board of Directors of the Corporation (the “Board”) in the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”), the Board duly adopted resolutions on May 20, 2025 for the purpose of authorizing the liquidation and termination of certain Classes of the Company’s common stock, and reclassifying and redesignating the seventy-five million (75,000,000) authorized and classified shares of the Classes set forth below as authorized, but unclassified and unissued, shares of the Corporation.
| Name of Class of Capital Stock |
Number of Shares of Capital Stock Classified |
| Overseas Series Class W | 75,000,000 |
THIRD: Immediately before the resolutions set forth in Article SECOND and upon filing for record these Articles of Amendment, the Corporation has the authority to issue fifteen billion (15,000,000,000) shares of common stock of the Corporation, par value $0.01 per share, having an aggregate par value of one hundred fifty million dollars ($150,000,000) and classified and designated as follows:
| Name of Class of Capital Stock | Number of Shares of Capital Stock Classified |
| Pro-Blend Maximum Term Series Class S | 125,000,000 |
| Pro-Blend Maximum Term Series Class L | 25,000,000 |
| Pro-Blend Maximum Term Series Class R | 52,500,000 |
| Pro-Blend Maximum Term Series Class I | 200,000,000 |
| Pro-Blend Maximum Term Series Class Z | 100,000,000 |
| Pro-Blend Maximum Term Series Class W | 100,000,000 |
| Pro-Blend Conservative Term Series Class S | 162,500,000 |
| Pro-Blend Conservative Term Series Class L | 25,000,000 |
| Pro-Blend Conservative Term Series Class R | 52,500,000 |
| Pro-Blend Conservative Term Series Class I | 75,000,000 |
| Pro-Blend Conservative Term Series Class Z | 100,000,000 |
| Pro-Blend Conservative Term Series Class W | 100,000,000 |
| Pro-Blend Moderate Term Series Class S | 125,000,000 |
| Pro-Blend Moderate Term Series Class L | 25,000,000 |
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| Pro-Blend Moderate Term Series Class R | 52,500,000 |
| Pro-Blend Moderate Term Series Class I | 125,000,000 |
| Pro-Blend Moderate Term Series Class Z | 100,000,000 |
| Pro-Blend Moderate Term Series Class W | 100,000,000 |
| Pro-Blend Extended Term Series Class S | 125,000,000 |
| Pro-Blend Extended Term Series Class L | 25,000,000 |
| Pro-Blend Extended Term Series Class R | 52,500,000 |
| Pro-Blend Extended Term Series Class I | 200,000,000 |
| Pro-Blend Extended Term Series Class Z | 100,000,000 |
| Pro-Blend Extended Term Series Class W | 100,000,000 |
| Diversified Tax Exempt Series Class A | 100,000,000 |
| Diversified Tax Exempt Series Class W | 50,000,000 |
| Equity Series Class S | 200,000,000 |
| Equity Series Class W | 100,000,000 |
| Overseas Series Class I | 200,000,000 |
| Overseas Series Class S | 400,000,000 |
| Overseas Series Class Z | 100,000,000 |
| Overseas Series Class W | 75,000,000 |
| High Yield Bond Series Class S | 125,000,000 |
| High Yield Bond Series Class I | 225,000,000 |
| High Yield Bond Series Class Z | 100,000,000 |
| High Yield Bond Series Class W | 50,000,000 |
| Core Bond Series Class S | 125,000,000 |
| Core Bond Series Class I | 100,000,000 |
| Core Bond Series Class Z | 150,000,000 |
| Core Bond Series Class W | 150,000,000 |
| Unconstrained Bond Series Class S | 125,000,000 |
| Unconstrained Bond Series Class I | 100,000,000 |
| Unconstrained Bond Series Class Z | 100,000,000 |
| Unconstrained Bond Series Class W | 150,000,000 |
| Disciplined Value Series Class S | 100,000,000 |
| Disciplined Value Series Class I | 100,000,000 |
| Disciplined Value Series Class Z | 100,000,000 |
| Disciplined Value Series Class W | 100,000,000 |
| Rainier International Discovery Series Class S | 100,000,000 |
| Rainier International Discovery Series Class I | 100,000,000 |
| Rainier International Discovery Series Class Z | 100,000,000 |
| Rainier International Discovery Series Class W | 100,000,000 |
| Credit Series Class W | 100,000,000 |
| Credit Series Class I | 100,000,000 |
| Credit Series Class S | 100,000,000 |
| Credit Series Class Z | 100,000,000 |
| Callodine Equity Income Series Class I | 100,000,000 |
| Callodine Equity Income Series Class S | 100,000,000 |
| Callodine Equity Income Series Class Z | 100,000,000 |
| Systematic High Yield Bond Series Class I | 100,000,000 |
| Systematic High Yield Bond Series Class S | 100,000,000 |
| Systematic High Yield Bond Series Class W | 100,000,000 |
| Systematic High Yield Bond Series Class Z | 100,000,000 |
| Authorized but Unclassified and Unissued | 8,127,500,000 |
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FOURTH: Immediately after the resolutions set forth in Article SECOND and upon filing for record these Articles of Amendment, the Corporation has the authority to issue fifteen billion (15,000,000,000) shares of common stock of the Corporation, par value $0.01 per share, having an aggregate par value of one hundred fifty million dollars ($150,000,000) and classified and designated as follows:
| Name of Class of Capital Stock | Number of Shares of Capital Stock Classified |
| Pro-Blend Maximum Term Series Class S | 125,000,000 |
| Pro-Blend Maximum Term Series Class L | 25,000,000 |
| Pro-Blend Maximum Term Series Class R | 52,500,000 |
| Pro-Blend Maximum Term Series Class I | 200,000,000 |
| Pro-Blend Maximum Term Series Class Z | 100,000,000 |
| Pro-Blend Maximum Term Series Class W | 100,000,000 |
| Pro-Blend Conservative Term Series Class S | 162,500,000 |
| Pro-Blend Conservative Term Series Class L | 25,000,000 |
| Pro-Blend Conservative Term Series Class R | 52,500,000 |
| Pro-Blend Conservative Term Series Class I | 75,000,000 |
| Pro-Blend Conservative Term Series Class Z | 100,000,000 |
| Pro-Blend Conservative Term Series Class W | 100,000,000 |
| Pro-Blend Moderate Term Series Class S | 125,000,000 |
| Pro-Blend Moderate Term Series Class L | 25,000,000 |
| Pro-Blend Moderate Term Series Class R | 52,500,000 |
| Pro-Blend Moderate Term Series Class I | 125,000,000 |
| Pro-Blend Moderate Term Series Class Z | 100,000,000 |
| Pro-Blend Moderate Term Series Class W | 100,000,000 |
| Pro-Blend Extended Term Series Class S | 125,000,000 |
| Pro-Blend Extended Term Series Class L | 25,000,000 |
| Pro-Blend Extended Term Series Class R | 52,500,000 |
| Pro-Blend Extended Term Series Class I | 200,000,000 |
| Pro-Blend Extended Term Series Class Z | 100,000,000 |
| Pro-Blend Extended Term Series Class W | 100,000,000 |
| Diversified Tax Exempt Series Class A | 100,000,000 |
| Diversified Tax Exempt Series Class W | 50,000,000 |
| Equity Series Class S | 200,000,000 |
| Equity Series Class W | 100,000,000 |
| Overseas Series Class I | 200,000,000 |
| Overseas Series Class S | 400,000,000 |
| Overseas Series Class Z | 100,000,000 |
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| High Yield Bond Series Class S | 125,000,000 |
| High Yield Bond Series Class I | 225,000,000 |
| High Yield Bond Series Class Z | 100,000,000 |
| High Yield Bond Series Class W | 50,000,000 |
| Core Bond Series Class S | 125,000,000 |
| Core Bond Series Class I | 100,000,000 |
| Core Bond Series Class Z | 150,000,000 |
| Core Bond Series Class W | 150,000,000 |
| Unconstrained Bond Series Class S | 125,000,000 |
| Unconstrained Bond Series Class I | 100,000,000 |
| Unconstrained Bond Series Class Z | 100,000,000 |
| Unconstrained Bond Series Class W | 150,000,000 |
| Disciplined Value Series Class S | 100,000,000 |
| Disciplined Value Series Class I | 100,000,000 |
| Disciplined Value Series Class Z | 100,000,000 |
| Disciplined Value Series Class W | 100,000,000 |
| Rainier International Discovery Series Class S | 100,000,000 |
| Rainier International Discovery Series Class I | 100,000,000 |
| Rainier International Discovery Series Class Z | 100,000,000 |
| Rainier International Discovery Series Class W | 100,000,000 |
| Credit Series Class W | 100,000,000 |
| Credit Series Class I | 100,000,000 |
| Credit Series Class S | 100,000,000 |
| Credit Series Class Z | 100,000,000 |
| Callodine Equity Income Series Class I | 100,000,000 |
| Callodine Equity Income Series Class S | 100,000,000 |
| Callodine Equity Income Series Class Z | 100,000,000 |
| Systematic High Yield Bond Series Class I | 100,000,000 |
| Systematic High Yield Bond Series Class S | 100,000,000 |
| Systematic High Yield Bond Series Class W | 100,000,000 |
| Systematic High Yield Bond Series Class Z | 100,000,000 |
| Authorized but Unclassified and Unissued | 8,202,500,000 |
FIFTH: Pursuant to the requirements of Section 2-607 of the Maryland General Corporation Law, these Articles of Amendment are limited to changes expressly authorized by Section 2-105 or Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.
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IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these Articles of Amendment to be signed in its name and on its behalf by its President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 30th day of June, 2025.
| MANNING & NAPIER FUND, INC. | |||
| By: | /s/ Paul J. Battaglia | ||
| Paul J. Battaglia | |||
| President | |||
[Seal]
Attest:
| /s/ Elizabeth Craig | |
| Elizabeth Craig | |
| Secretary |
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed on behalf of said corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
| /s/ Paul J. Battaglia | ||
| Paul J. Battaglia | ||
| President | ||
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