MN / Manning & Napier Inc - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35355 MANNING & NAPIER, INC. (Exact name of registrant as specified in

MANUALLY SIGNED 15-12G

4880-5857-4908 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35355 MANNING & NAPIER, INC. (Exact name of registrant a

As filed with the Securities and Exchange Commission on October 27, 2022

POS AM As filed with the Securities and Exchange Commission on October 27, 2022 Registration No.

As filed with the Securities and Exchange Commission on October 27, 2022

S-8 POS As filed with the Securities and Exchange Commission on October 27, 2022 Registration No.

MN / Manning & Napier, Inc. / MAYER MARC O - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Marc Mayer 290 Woodcliff Drive Fairport, New York (585) 325-6880 (Name, Address and Telephone Number of Perso

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Scott Morabito

Exhibit (d)(xx) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc. Manning & Napier Group, LLC James Morrow Callodine Group, LLC Callodine Aggregator, LLC Callodine MN Holdings, Inc. Callodine Midco, Inc

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Paul J. Battaglia, Jr.

Exhibit (d)(xv) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Stacey Green

Exhibit (d)(xviii) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Christopher Briley

Exhibit (d)(xvi) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Nicole Kingsley Brunner

Exhibit (d)(xvii) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Sarah C. Turner

Exhibit (d)(xxi) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Rollover Agreement, dated October 20, 2022, by and between Callodine MN Holdings, Inc. and Aaron McGreevy

Exhibit (d)(xix) ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc.

Second Amended and Restated Bylaws of Manning & Napier, Inc.

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF MANNING & NAPIER, INC. ARTICLE I Offices Section 1. The registered office of Manning & Napier, Inc., a Delaware corporation (the “Corporation”), shall be 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle or such other place as may be specified from time to time by vote or written consent of the Board of Directors of th

Third Amended and Restated Bylaws of Manning & Napier, Inc.

EX-3.3 Exhibit 3.3 THIRD AMENDED AND RESTATED BYLAWS OF MANNING & NAPIER, INC. ARTICLE I Offices Section 1. The registered office of Manning & Napier, Inc., a Delaware corporation (the “Corporation”), shall be 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle or such other place as may be specified from time to time by vote or written consent of the Board of Directors of the

Callodine Group Completes Take Private Acquisition of Manning & Napier, Inc.

EX-99.1 Exhibit 99.1 Callodine Group Completes Take Private Acquisition of Manning & Napier, Inc. FAIRPORT, N.Y., Oct. 21, 2022 /PRNewswire/ — Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced the completion of its process to go private and be acquired by Callodine Group LLC (“Callodine”), a Boston-based asset management firm. The transaction was announced on

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 01, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Amended and Restated Certificate of Incorporation of Manning & Napier, Inc.

EX-3.1 Exhibit 3.1 STATE OF DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MANNING & NAPIER, INC. ARTICLE I The name of the corporation is Manning & Napier, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 21, 2022 MANNING & NAPIER, INC. (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 21, 2022 MANNING & NAPIER, INC.

Manning & Napier, Inc. Transaction Update

Exhibit 99.2 Manning & Napier, Inc. Transaction Update FAIRPORT, NY, September 28, 2022 - Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or ?the Company?) today announced the extension of the outside date under the merger agreement with Callodine Group LLC (?Callodine?) to December 1, 2022. ?We continue to work diligently to conclude the regulatory review processes necessary to close our t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 MANNING & NAPIER, INC.

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

Exhibit 99.1 MANNING & NAPIER, INC. 290 Woodcliff Drive Fairport, New York 14450 September 28, 2022 VIA ELECTRONIC MAIL Callodine Midco, Inc. Callodine Merger Sub, Inc. Callodine Merger Sub, LLC c/o Callodine Group, LLC Two International Place Suite 1830 Boston, MA 02110 Attention: Austin McClintock Email: [email protected] Re: Project Cape Agreement and Plan of Merger-Extension of Termina

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 MANNING & NAPIER, INC.

Form of Tax Receivable Termination Agreement and Release, effective as of September 1, 2022, by and between the Company and certain holders of interests in the Tax Receivables Agreement dated as of November 23, 2011.

Exhibit 10.1 TAX RECEIVABLE TERMINATION AGREEMENT AND RELEASE This TAX RECEIVABLE TERMINATION AGREEMENT AND RELEASE (this ?Agreement?) is entered into as of September 1, 2022, by and between Manning & Napier, Inc., a Delaware corporation (the ?Company?) and [?] (the ?Terminating TRA Holder?) (collectively, the ?Parties?). RECITALS WHEREAS, the Company, Manning & Napier Group, LLC, a Delaware limit

Manning & Napier, Inc. Reports Second Quarter 2022 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Second Quarter 2022 Earnings Results FAIRPORT, NY, August 9, 2022 - Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or the "Company?) today reported 2022 second quarter results for the period ended June 30, 2022. ?Broad and significant declines across capital markets globally continued in the second quarter, pressuring revenues and causing mark-to-m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 MANNING & NAPIER, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 MANNING & NAPIER, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, July 22, 2022? Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or ?the Company?) today announced that its Board of Directors has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on or about August 19, 2022 to shareholders of record as of the close of business on Au

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc. Manning & Napier Group, LLC James Morrow Callodine Group, LLC Callodine Aggregator, LLC Callodine MN Holdings, Inc. Callodine Midco, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fil

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc. Manning & Napier Group, LLC James Morrow Callodine Group, LLC Callodine Aggregator, LLC Callodine MN Holdings, Inc. Callodine Midco, Inc. Callodine Me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1

June 16, 2022

June 16, 2022 VIA EMAIL AND EDGAR Perry Hindin Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.

MN / Manning & Napier, Inc. / WEG Sub Parent, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Manning & Napier, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP No.) May 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru

Equity Commitment Letter, dated March 31, 2022, by and between Callodine Midco, Inc. and East Asset Management, LLC.

Exhibit (d)(xiii) Execution Version EAST ASSET MANAGEMENT, LLC [***] March 31, 2022 Callodine MidCo, Inc.

Amended and Restated Employment Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Marc Mayer.

Exhibit (d)(xiv) Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 31, 2022 (the ?Execution Date?), by and between Callodine MidCo, Inc.

Commitment Letter, dated March 31, 2022, executed by Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citizens Bank, National Association, Keybank National Association, Callodine Midco, Inc. and Callodine Merger Sub, Inc.

Exhibit (b)(i) EXECUTION VERSION WELLS FARGO BANK, NATIONAL ASSOCIATION 90 South 7th Street, 6th floor Minneapolis, MN 55402 WELLS FARGO SECURITIES, LLC Duke Energy Center 550 South Tryon Street, 7th Floor Charlotte, NC 28202 CITIZENS BANK, NATIONAL ASSOCIATION 1 Citizens Plaza #1 Providence, RI 02903 KEYBANK NATIONAL ASSOCIATION 225 Franklin Street, 16th Floor Boston MA 02110 CONFIDENTIAL March 31, 2022 Callodine MidCo, Inc.

Preliminary Discussion Materials, dated March 18, 2022 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).

Exhibit (c)(iii) Project Cape DISCUSSION MATERIALS March 18, 2022 Preliminary and Confidential Preliminary and Confidential Summary of Cape Due Diligence Findings Represents Cape Perspective PROJECTED FINANCIAL PERFORMANCE FACTORS PROJECTED CASH BALANCE FACTORS > Expense Base Growth ($6-7mm EBITDA) > Unexpected Uses of Cash 1H22 ($18mm cash reduction) ? Expenses growing faster than revenues in 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Limited Guarantee, dated March 31, 2022, by and between Manning & Napier, Inc. and East Asset Management, LLC.

Exhibit (d)(xii) Execution Version LIMITED GUARANTEE THIS LIMITED GUARANTEE (this ?Guarantee?), dated as of March 31, 2022 is made by East Asset Management, LLC, a Delaware limited liability company (the ?Guarantor?), in favor of Manning & Napier, Inc.

CALCULATION OF FILING FEE TABLE Schedule 14A (Form Type) Manning & Napier, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 252,172,666.20

Exhibit 107 CALCULATION OF FILING FEE TABLE Schedule 14A (Form Type) Manning & Napier, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 252,172,666.

Preliminary Discussion Materials, dated March 31, 2022 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).

Exhibit (c)(iv) 2022.03.302100 Project Cape DISCUSSION MATERIALS March 31, 2022 Confidential Confidential The State of the Asset Management Industry in 2022 P Record AUM levels P Equity and debt market tailwinds P Increasing retail investor engagement P $70 trillion of generational wealth transfer Asset Managers ? ?Free? beta products ? Shift to passive products from active strategies ? Shift to m

Preliminary Discussion Materials, dated December 31, 2021 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).

Exhibit (c)(ii) WORKING DRAFT | 12.31.2021 ? 1300: Preliminary and Subject to Material Revision Project Cape DISCUSSION MATERIALS December 31, 2021 Preliminary and Confidential Preliminary and Confidential Executive Summary > At the direction of Rhino?s Board and Management, PJT has prepared a preliminary valuation analysis based on the 2022E-2026E financial projections provided by the Company on

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc. Manning & Napier G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Manning & Napier, Inc. (Name of the Issuer) Manning & Napier, Inc. Manning & Napier Group, LLC James Morrow Callodine Group, LLC Callodine Aggregator, LLC Callodine MN Holdings, Inc. Callodine Midco, Inc. Callodine Merger Sub, Inc. Cal

Support Agreement, dated March 31, 2022, by and among Callodine MidCo, Inc. and executive officers of Manning & Napier, Inc.

Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT THIS STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?) is entered into as of March 31, 2022, by and among Callodine MidCo, Inc., a Delaware corporation (?Parent?) and the holder of Common Stock (as defined below) identified on the signature page hereto (?Stockholder?). RECITALS WHEREAS, Stockholder is, as of the date hereof, the holder of record and/or the

dated March 31, 2022, by and among

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 31, 2022 (the ?Execution Date?), by and between Callodine MidCo, Inc. (?MidCo,? together with its successors and assigns, the ?Company?), and Marc Mayer (the ?Executive?). RECITALS WHEREAS, Manning & Napier, Inc. (?Manning & Napier?) and the Executive

Rollover Agreement, dated March 31, 2022, by and among Callodine MN Holdings, Inc. and Marc Mayer

Exhibit 10.2 ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of March 31, 2022 by and between Callodine MN Holdings, Inc., a Delaware corporation (?TopCo?), and the undersigned individual designated as ?Rollover Holder? on the signature page attached hereto (?Rollover Holder?). Unless otherwise set forth herein, capitalized terms used herein shall have the me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission File

Manning & Napier, Inc. Reports First Quarter 2022 Earnings Results

EX-99 2 q12022earningsrelease.htm EX-99 Exhibit 99 Manning & Napier, Inc. Reports First Quarter 2022 Earnings Results FAIRPORT, NY, May 10, 2022 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2022 first quarter results for the period ended March 31, 2022. “The first quarter was challenging from the standpoint of absolute, and to an extent, relative perfor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d272804ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

definitive proxy statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fi

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, April 22, 2022? Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or ?the Company?) today announced that its Board of Directors has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on or about May 20, 2022 to shareholders of record as of the close of business on May

Material Impairments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fi

STOCKHOLDER SUPPORT AGREEMENT

Exhibit C Execution Version Confidential STOCKHOLDER SUPPORT AGREEMENT THIS STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?) is entered into as of March 31, 2022, by and among Callodine MidCo, Inc.

MN / Manning & Napier, Inc. / MAYER MARC O - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Marc Mayer 290 Woodcliff Drive Fairport, New York (585) 325-6880 (Name, Address and Telephone Number of Perso

ROLLOVER AGREEMENT

Exhibit B Execution Version ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is made and effective as of March 31, 2022 by and between Callodine MN Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Agreement and Plan of Merger, dated as of March 31, 2022, by and among Manning & Napier, Inc., Callodine Midco, Inc., Callodine Merger Sub, Inc., Callodine Merger Sub, LLC and Manning & Napier Group, LLC (incorporated by reference to Exhibit 2.1 to Manning & Napier, Inc.’s Current Report on Form 8-K filed with the SEC on April 1, 2022).

Exhibit 2.1 STRICTLY CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among CALLODINE MIDCO, INC. CALLODINE MERGER SUB, LLC CALLODINE MERGER SUB, INC. MANNING & NAPIER, INC. and MANNING & NAPIER GROUP, LLC Dated as of March 31, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 3 Section 1.1 The Mergers 3 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Manning & Napier to Go Private and Be Acquired by Callodine Group, Driving Next Phase of Growth for the Preeminent Regional Investment Manager Offer price of $12.85 represents 41% premium to closing stock price

Exhibit 99.1 Press Release Manning & Napier to Go Private and Be Acquired by Callodine Group, Driving Next Phase of Growth for the Preeminent Regional Investment Manager Offer price of $12.85 represents 41% premium to closing stock price BOSTON, MA and FAIRPORT, NY, April 1, 2022 ? Manning & Napier, Inc. (NYSE:MN), (?Manning & Napier? or ?the Company?), an experienced investment manager offering c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2022 MANNING & NAPIER, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35355 45-2609100 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2022 MANNING & NAPIER,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2022 MANNING & NAPIER, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35355 45-2609100 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35355 MANNING & NAPIER, INC. (Exact

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a brief description of the Class A common stock, par value $0.01 per share (the ?Class A common stock?), of Manning & Napier, Inc. (the ?Company,? ?we,? ?our? or ?us?), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This description is not complete and is qualifie

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan - Manning & Napier Fund, Inc. Investment.

Exhibit 10.12 MANNING & NAPIER 2018 LONG-TERM INCENTIVE PLAN LTIP AWARD AGREEMENT AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the ?Company?), Manning & Napier Advisors, LLC, a Delaware limited liability company (?MN Advisors?), and the individual (the ?Participant?) identified in the notice of LTIP award grant ( the ?No

Fourth Amendment to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC dated as of January 1, 2021, by and among the Members of M&N Group Holdings, LLC.

Exhibit 10.25 FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) This Fourth Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC, a Delaware limited liability company (the "Company"), is entered into as of January 1, 2021 (the "Effectiv

Form of Joinder Agreement

Exhibit 10.33 FORM OF JOINDER This JOINDER (this ?Joinder?) to the Tax Receivable Agreement (as defined below), dated as of November 23, 2011, by and among Manning & Napier, Inc, a Delaware corporation (the ?Corporation?), Manning & Napier Group, LLC, a Delaware limited liability company (?MNG?), M & N Group Holdings, LLC or Manning & Napier Capital Company, LLC, a Delaware limited liability compa

Subsidiaries of Manning & Napier, Inc.

Exhibit 21.1 SUBSIDIARIES OF MANNING & NAPIER, INC. Entity Name Jurisdiction of Incorporation/Organization Manning & Napier Group, LLC Delaware Manning & Napier Advisors, LLC Delaware Manning & Napier Investor Services, Inc. New York Exeter Trust Company New Hampshire Rainier Investment Management, LLC Delaware

between Manning & Napier, Inc., M&N Group Holdings, LLC, MNA Advisors, Inc., Manning & Napier Capital Company, LLC, and each of the other parties thereto, dated as of December 31, 2021.

Exhibit 10.32 SUBSTITUTION AND ASSUMPTION AGREEMENT AND RELEASE THIS SUBSTITUTION AND ASSUMPTION AGREEMENT AND RELEASE (?Agreement?) is effective as of the 31st day of December, 2021, between Manning & Napier, Inc., a Delaware corporation (the ?Company?), M&N Group Holdings, LLC, a Delaware limited liability company (?Holdings?), MNA Advisors, Inc. (f/k/a Manning & Napier Advisors, Inc.), a New Yo

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan - Deferred Incentive Compensation Program.

Exhibit 10.13 MANNING & NAPIER 2018 LONG-TERM INCENTIVE PLAN LTIP AWARD AGREEMENT (Deferred Incentive Compensation Program) AGREEMENT, dated as of the Award Date set forth in the Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the ?Company?), Manning & Napier Advisors, LLC, a Delaware limited liability company (?MN Advisors?), and the individual (the ?Participant?) identif

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fil

Manning & Napier, Inc. Announces Quarterly Dividend

EX-99 2 mndividendannouncementq122.htm EX-99 Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, March 4, 2022– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on or about March 30, 2022 to shareholders

MN / Manning & Napier, Inc. / WEG Sub Parent, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Manning & Napier, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP No.) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

MN / Manning & Napier, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Manning & Napier Inc. Title of Class of Securities: Common Stock CUSIP Number: 56382Q102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2021 Earnings Results

EX-99 2 q42021earningsrelease.htm EX-99 Exhibit 99 Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2021 Earnings Results FAIRPORT, NY, February 8, 2022 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2021 fourth quarter and full year results for the period ended December 31, 2021. Summary Highlights •Assets under management ("AUM") at December

MN / Manning & Napier, Inc. / WEG Sub Parent, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Manning & Napier, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP No.) November 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Manning & Napier, Inc. Reports Third Quarter 2021 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Third Quarter 2021 Earnings Results FAIRPORT, NY, October 27, 2021 - Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or the "Company?) today reported 2021 third quarter results for the period ended September 30, 2021. Summary Highlights ?Assets under management ("AUM") at September 30, 2021 were $22.0 billion, compared to $22.3 billion at June 30, 2

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, October 26, 2021? Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or ?the Company?) today announced that its Board of Directors has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on or about November 22, 2021 to shareholders of record as of the close of business

1,127,088 Shares Manning & Napier, Inc. CLASS A COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260193 PROSPECTUS 1,127,088 Shares Manning & Napier, Inc. CLASS A COMMON STOCK This prospectus relates to resales of up to an aggregate of 1,127,088 shares of our Class A common stock previously issued by Manning & Napier, Inc. to the selling stockholders in a private placement as part of certain exchanges effected on June 30,

October 19, 2021

October 19, 2021 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Julia Griffith Re: Manning & Napier, Inc.

As filed with the Securities and Exchange Commission on October 12, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 12, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Manning & Napier, Inc. Reports Second Quarter 2021 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Second Quarter 2021 Earnings Results FAIRPORT, NY, July 28, 2021 - Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or the "Company?) today reported 2021 second quarter results for the period ended June 30, 2021. Summary Highlights ?Assets under management ("AUM") at June 30, 2021 were $22.3 billion, compared to $21.1 billion at March 31, 2021 ?Reven

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fil

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, July 22, 2021? Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or ?the Company?) today announced that its Board of Directors has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on or about August 16, 2021 to shareholders of record as of the close of business on Au

Share Redemption and Exchange Agreement between M&N Group Holdings, LLC and MNA Advisors, Inc., dated June 30, 2021, is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 6, 2021

Exhibit 10.2 SHARE REDEMPTION AND EXCHANGE AGREEMENT THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (?Agreement?) is made and entered into as of this 30th day of June, 2021, between M&N Group Holdings, LLC, a Delaware limited liability company (?Group Holdings?), and MNA Advisors, Inc. (f/k/a Manning & Napier Advisors, Inc.), a New York corporation (?MNA? or the ?Holder?). W I T N E S S E T H: WHERE

Form of Share Redemption and Exchange Agreement between Manning & Napier Capital Company, LLC and unitholders of Manning & Napier Capital Company, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 6, 2021

EX-10.4 5 d188775dex104.htm EX-10.4 Exhibit 10.4 SHARE REDEMPTION AND EXCHANGE AGREEMENT THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of this 30th day of June, 2021, between Manning & Napier Capital Company, LLC, a New York limited liability company (“MNCC”) and [], an individual (the “Holder”). W I T N E S S E T H: WHEREAS, in connection with a series of

Share Redemption and Exchange Agreement by and among Manning & Napier, Inc., Manning & Napier Group, LLC and Manning & Napier Capital Company, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 6, 2021

Exhibit 10.3 SHARE REDEMPTION AND EXCHANGE AGREEMENT THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (?Agreement?) is made and entered into as of this 30th day of June, 2021, by and among Manning & Napier, Inc., a Delaware corporation (the ?Company?), Manning & Napier Group, LLC, a Delaware limited liability company (?Manning & Napier Group?) and Manning & Napier Capital Company, LLC, a New York limi

Share Redemption and Exchange Agreement by and among Manning & Napier, Inc., M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 6, 2021

Exhibit 10.1 SHARE REDEMPTION AND EXCHANGE AGREEMENT THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (?Agreement?) is made and entered into as of this 30th day of June, 2021, by and among Manning & Napier, Inc., a Delaware corporation (the ?Company?), Manning & Napier Group, LLC, a Delaware limited liability company (?Manning & Napier Group?) and M&N Group Holdings, LLC, a Delaware limited liability

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2021 MANNING & NAPIER, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission File Numb

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Marc Mayer 290 Woodcliff Drive Fairport, New York (585) 325-6880 (Name, Address and Telephone Number of Perso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statem

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number)

Manning & Napier, Inc. Reports First Quarter 2021 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports First Quarter 2021 Earnings Results FAIRPORT, NY, April 28, 2021 - Manning & Napier, Inc. (NYSE: MN), (?Manning & Napier? or the "Company?) today reported 2021 first quarter results for the period ended March 31, 2021. Summary Highlights ?Assets under management ("AUM") at March 31, 2021 were $21.1 billion, compared to $20.1 billion at December 31, 2020 ?R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) MANNING & NAPIER, INC. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 27, 2021, pursuant to the provisions of Rule 12d2-2 (a).

- 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 45-2609100 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fi

Manning & Napier, Inc. Announces Expiration of Shareholder Rights Agreement

EX-99 Exhibit 99 Manning & Napier, Inc. Announces Expiration of Shareholder Rights Agreement FAIRPORT, NY, April 15, 2021 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its shareholder rights agreement (the “Agreement”) expired in accordance with its terms on April 14, 2021. Shareholders are not required, nor do they need to take any action because

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) MANNING & NAPIER, INC. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission Fi

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35355 MANNING & NAPIER, INC. (Exact

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a brief description of (1) the Class A common stock, par value $0.01 per share (the ?Class A common stock? or ?Common Stock?), of Manning & Napier, Inc. (the ?Company,? ?we,? ?our? or ?us?), and (2) the Common Stock purchase rights, representing the right to purchase from us one share of Common Stock (the ?Rights?), which are the securities of

Form of Restricted Stock Award Agreement, as amended January 13, 2021, under the Manning &

Exhibit 10.10 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the ?Company?), Manning & Napier Group, LLC, a Delaware limited liability company (?MN Group?), and the individual (the ?Participant?) identified in the notice of restricted sto

Subsidiaries of Manning & Napier, Inc.

Exhibit 21.1 SUBSIDIARIES OF MANNING & NAPIER, INC. Entity Name Jurisdiction of Incorporation/Organization Manning & Napier Group, LLC Delaware Manning & Napier Advisors, LLC Delaware Manning & Napier Investor Services, Inc. New York Exeter Trust Company New Hampshire Rainier Investment Management, LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Marc Mayer 290 Woodcliff Drive Fairport, New York (585) 325-6880 (Name, Address and Telephone Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Manning & Napier, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Manning & Napier Inc. Title of Class of Securities: Common Stock CUSIP Number: 56382Q102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2020 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2020 Earnings Results FAIRPORT, NY, February 9, 2021 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2020 fourth quarter and full year results for the period ended December 31, 2020. Summary Highlights •Assets under management ("AUM") at December 31, 2020 were $20.1 billion, compared to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commi

First Amendment to Employment Agreement of Marc Mayer, effective December 31, 2020

EX-10.1 2 d24867dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is entered into effective December 31, 2020, by and between Manning & Napier., Inc. (together with its successors and assigns, the “Company”), and Marc Mayer (the “Executive”). RECITALS WHEREAS, the Company and the Executive are parties to that cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Manning & Napier, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Marc Mayer 290 Woodcliff Drive Fairport, New York (585) 325-6880 (Name, Address and Telephone Number of P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Manning & Napier, Inc. Reports Third Quarter 2020 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Third Quarter 2020 Earnings Results FAIRPORT, NY, October 28, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2020 third quarter results for the period ended September 30, 2020. Summary Highlights •Assets under management ("AUM") at September 30, 2020 were $19.2 billion, compared to $18.6 billion at June 30, 2

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

MN / Manning & Napier, Inc. / Olesen Value Fund L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) MANNING & NAPIER, INC. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q

Form of Redemption Agreement between MNA Advisors, Inc. and William Manning, dated May 11, 2020

Exhibit 10.6 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between MNA Advisors, Inc., a New York corporation having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the “Company”), and William Manning, an individual having an address at 11 Bristol View, Fairport, NY 14450 (the “Shareholder”). W I T N E S S E T H: WHEREAS, t

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Form of Redemption Agreement between M&N Group Holdings, LLC and William Manning, dated May 11, 2020

Exhibit 10.3 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between M&N Group Holdings, LLC, a Delaware limited liability company with an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and William Manning, an individual having an address at 11 Bristol View, Fairport, NY 14450 (the “Member”). W I T N E S S E

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Associates, L.L.C., dated May 11, 2020

Exhibit 10.4 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and Manning & Napier Associates, L.L.C., a New York LLC with an address at 370 Woodcliff Drive, Fairport, New York 14450 (

Form of Redemption Agreement between M&N Group Holdings, LLC and MNA Advisors, Inc., dated May 11, 2020

Exhibit 10.5 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and MNA Advisors, Inc., a New York corporation having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the “Co

Form of Redemption Agreement between Manning & Napier Capital Company, LLC and William Manning, dated May 11, 2020

Exhibit 10.7 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between Manning & Napier Capital Company, LLC, a New York limited liability company with an address at 290 Woodcliff Drive, Fairport, New York 14450 (“MNCC”), and William Manning, an individual having an address at 11 Bristol View, Fairport, NY 14450 (the “Member”). W I T N E S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Manning & Napier, Inc. Reports Second Quarter 2020 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Second Quarter 2020 Earnings Results FAIRPORT, NY, July 30, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2020 second quarter results for the period ended June 30, 2020. Summary Highlights •Assets under management ("AUM") at June 30, 2020 were $18.6 billion, compared to $17.1 billion at March 31, 2020 •Reven

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commi

Amended and Restated Bylaws of Manning & Napier, Inc. are incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2020.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MANNING & NAPIER, INC. ARTICLE 1. OFFICES. The registered office of MANNING & NAPIER, INC. (the “Corporation”) shall be located in the State of Delaware and shall be at such address as shall be set forth in the Amended and Restated Certificate of Incorporation of the Corporation (as amended (including by any certificate of designations) or amended

Manning & Napier, Inc. Appoints Marc Mayer as Chairman of the Board; Edward Pettinella as Lead Independent Director

EX-99.1 Exhibit 99.1 Manning & Napier, Inc. Appoints Marc Mayer as Chairman of the Board; Edward Pettinella as Lead Independent Director FAIRPORT, NY, July 30, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors (“the Board”) has unanimously elected Manning & Napier’s Chief Executive Officer, Marc Mayer, as Chairman of the Boa

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Third Amendment to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC dated as of March 3, 2020 by and among the Members of M&N Group Holdings, LLC.

Exhibit 10.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) This Third Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC, a Delaware limited liability company (the "Company"), is entered into as of March 3, 2020 (the "Effective Dat

Second Amendment to Amended and Restated Operating Agreement of Manning & Napier Capital Company, L.L.C. dated as of March 3, 2020 by and among the members of Manning & Napier Capital Company, LLC.

Exhibit 10.3 SECOND AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF MANNING & NAPIER CAPITAL COMPANY, L.L.C. (A New York Limited Liability Company) This Second Amendment (this "Amendment") to the Amended and Restated Operating Agreement of Manning & Napier Capital Company, L.L.C., is entered into as of March 3, 2020 (the "Effective Date"), by an among the undersigned Members of the Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Form of Redemption Agreement between Manning & Napier Capital Company, LLC and Manning & Napier Group, LLC, dated May 11, 2020 is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2020.

EX-10.2 3 d854586dex102.htm EX-10.2 Exhibit 10.2 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“MNCC”), and Manning & Napier Group, LLC, a Delaware limited liability company having an ad

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated May 11, 2020 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2020.

EX-10.1 Exhibit 10.1 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fa

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Second Amendment to Amended and Restated Limited Liability Company Agreement of Manning & Napier Group, LLC dated as of March 3, 2020 by and among the members of Manning & Napier Group, LLC.

Exhibit 10.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) This Second Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of Manning & Napier Group, LLC, a Delaware limited liability company (the "Company"), is entered into as of March 3, 2020 (the "Eff

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 45-

Manning & Napier, Inc. Reports First Quarter 2020 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports First Quarter 2020 Earnings Results FAIRPORT, NY, May 7, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2020 first quarter results for the period ended March 31, 2020. Summary Highlights •Assets under management ("AUM") at March 31, 2020 were $17.1 billion, compared to $19.5 billion at December 31, 2019 •Reve

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.

Manning & Napier, Inc. Responds to Changes in Paycheck Protection Program Guidelines

EX-99.1 Exhibit 99.1 Manning & Napier, Inc. Responds to Changes in Paycheck Protection Program Guidelines FAIRPORT, NY, April 23, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today responded to changes in the Paycheck Protection Program guidelines: In early April, two of the Company’s subsidiaries, Manning & Napier Advisors, LLC and Rainier Investment Management,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of inc

MN / Manning & Napier, Inc. / Olesen Value Fund L.P. - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) MANNING & NAPIER, INC. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 56382Q102 (CUSIP Number) Christian Olesen, Olesen Value Fund L.P., 60 W. Broad Street, Suite 104, Bethlehem, PA 18018 (610) 866 6200 (Nam

Manning & Napier, Inc. Provides Updates

EX-99.1 Exhibit 99.1 Manning & Napier, Inc. Provides Updates FAIRPORT, NY, April 22, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced the following Company updates: Manning & Napier’s Board of Directors decided to suspend the Company’s quarterly cash dividend of $0.02 per share to holders of Class A common stock. The previously declared $0.02/share di

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commissio

MN / Manning & Napier, Inc. 8-A12B - - 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 45-2609100 (State of incorporation or organization) (I.R.S. Employer Identification No.) 290 Woodcliff

Rights Agreement between Manning & Napier, Inc. and American Stock Transfer & Trust Company, LLC, including Form of Right Certificate as Exhibit A, dated as of April 14, 2020, is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2020

EX-4.1 Exhibit 4.1 RIGHTS AGREEMENT between Manning & Napier, Inc. and American Stock Transfer & Trust Company, LLC TABLE OF CONTENTS Page Section 1 Certain Definitions 1 Section 2 Appointment of Rights Agent 6 Section 3 Issue of Right Certificates 7 Section 4 Form of Right Certificates 10 Section 5 Countersignature and Registration 10 Section 6 Transfer, Split Up, Combination And Exchange of Righ

Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commissio

Subsidiaries of Manning & Napier, Inc.

Exhibit 21.1 SUBSIDIARIES OF MANNING & NAPIER, INC. Entity Name Jurisdiction of Incorporation/Organization Manning & Napier Group, LLC Delaware Manning & Napier Advisors, LLC Delaware Manning & Napier Investor Services, Inc. New York Exeter Trust Company New Hampshire Rainier Investment Management, LLC Delaware

Form of Restricted Stock Award Agreement, as amended February 1, 2020, under the Manning & Napier, Inc. 2011 Equity Compensation Plan is incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities Exchange Commission on March 13, 2020.

Exhibit 10.9 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), and the individual (the “Participant”) identified in the notice of restricted stoc

MN / Manning & Napier, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35355 MANNING & NAPIER, INC. (Exact

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a brief description of Class A common stock, par value $0.01 per share (the “Class A common stock”), of Manning & Napier, Inc. (the “Company,” “we,” “our” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This description is not complete and is qualified by

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, March 5, 2020– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about May 1, 2020 to shareholders of record as of the close of business on April

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

MN / Manning & Napier, Inc. / RMB Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

MN / Manning & Napier, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Manning & Napier Inc Title of Class of Securities: Common Stock CUSIP Number: 56382Q102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Ru

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2019 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2019 Earnings Results FAIRPORT, NY, February 5, 2020 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2019 fourth quarter and full year results for the period ended December 31, 2019. Summary Highlights •Assets under management ("AUM") at December 31, 2019 were $19.5 billion, compared to

# # #

EX-99 Exhibit 99 Manning & Napier Selects InvestCloud to Lead Digital Transformation FAIRPORT, NY, January 23, 2020—Manning & Napier, Inc.

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2020 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Co

Material Impairments

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (C

MN / Manning & Napier, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Manning & Napier, Inc. Reports Third Quarter 2019 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Third Quarter 2019 Earnings Results FAIRPORT, NY, October 31, 2019 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2019 third quarter results for the period ended September 30, 2019. Summary Highlights •Assets under management ("AUM") at September 30, 2019 were $20.5 billion, compared to $21.3 billion at June 30, 2

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, October 24, 2019– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about February 3, 2020 to shareholders of record as of the close of business o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Regulation FD Disclosure

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Co

MN / Manning & Napier, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Purchase Agreement, dated June 28, 2019, by and between Manning & Napier Group, LLC, Manning Partners, LLC and Perspective Partners, LLC is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 13, 2019.

Exhibit 10.3 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 28th day of June, 2019 (the “Effective Date”) by and among MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (“Seller”), MANNING PARTNERS, LLC, a New York limited liability company (“Buyer”), and PERSPECTIVE PARTNERS, LLC, a New York limited liability company (“PPI”). WHEREAS, Seller is the

Manning & Napier, Inc. Reports Second Quarter 2019 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Second Quarter 2019 Earnings Results FAIRPORT, NY, July 30, 2019 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2019 second quarter results for the period ended June 30, 2019. Summary Highlights •Assets under management ("AUM") at June 30, 2019 were $21.3 billion, compared to $21.1 billion at March 31, 2019 •Reven

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, July 25, 2019– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about November 1, 2019 to shareholders of record as of the close of business on O

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Entry into a Material Definitive Agreement

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commi

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commission

MN / Manning & Napier, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated May 2, 2019 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2019.

EX-10.1 Exhibit 10.1 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 2nd day of May, 2019, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and Manning & Napier Group, LLC, a Delaware Limited Liability Company having an address at 290 Woodcliff Drive, Fai

Form of Redemption Agreement between Manning & Napier Capital Company, LLC and Manning & Napier Group, LLC, dated May 2, 2019 is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2019.

EX-10.2 Exhibit 10.2 REDEMPTION AGREEMENT REDEMPTION AGREEMENT (this “Agreement”), dated as of the 2nd day of May, 2019, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“MNCC”), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number)

Manning & Napier, Inc. Reports First Quarter 2019 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports First Quarter 2019 Earnings Results FAIRPORT, NY, April 30, 2019 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or the "Company”) today reported 2019 first quarter results for the period ended March 31, 2019. Summary Highlights •Assets under management ("AUM") at March 31, 2019 were $21.1 billion, compared to $20.2 billion at December 31, 2018 •R

MN / Manning & Napier, Inc. DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox

MN / Manning & Napier, Inc. DEF 14A DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Comm

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number)

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, April 25, 2019– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about August 1, 2019 to shareholders of record as of the close of business on Ju

Manning & Napier 2018 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.9 MANNING & NAPIER 2018 LONG-TERM INCENTIVE PLAN 1.Purpose Manning & Napier, Inc. and Manning & Napier Advisors, LLC hereby adopt this Manning & Napier, Inc. 2018 Long-Term Incentive Plan effective as of November 8, 2018. The Plan is intended to reward and retain key contributors and to further align their interests with those of the shareholders of the Company and the Manning & Napier

Time-Vesting Stock Option Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer is incorporated herein by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.17 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this “Agreement”), dated as of January 30, 2019, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Marc Mayer (the “Participant”). W I T N E S S E T H: WHEREAS, the Company adopted the Manning & Napier, Inc. 2011 Equity Compensation Plan (the “Plan”), w

Restricted Stock Unit Award Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer is incorporated herein by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.16 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of January 30, 2019, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Marc Mayer (the “Participant”). W I T N E S S E T H: WHEREAS, the Company adopted the Manning & Napier, Inc. 2011 Equity Com

MN / Manning & Napier, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35355 MANNING & NAPIER, INC. (Exact

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.10 MANNING & NAPIER 2018 LONG-TERM INCENTIVE PLAN LTIP AWARD AGREEMENT AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Advisors, LLC, a Delaware limited liability company (“MN Advisors”), and the individual (the “Participant”) identified in the notice of LTIP award grant ( the “No

Performance-Vesting Stock Option Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer is incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.18 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this “Agreement”), dated as of January 30, 2019, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Marc Mayer (the “Participant”). W I T N E S S E T H: WHEREAS, the Company adopted the Manning & Napier, Inc. 2011 Equity Compensation Plan (the “Plan”), w

Employment Agreement, dated January 30, 2019, of Marc Mayer is incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 30, 2019 (the “Effective Date”), by and between Manning & Napier, Inc. (together with its successors and assigns, the “Company”), and Marc Mayer (the “Executive”). RECITALS WHEREAS, the Company and the Executive wish for the Executive to be employed by the Company upon the terms and condit

Subsidiaries of Manning & Napier, Inc.

Exhibit 21.1 SUBSIDIARIES OF MANNING & NAPIER, INC. Entity Name Jurisdiction of Incorporation/Organization Manning & Napier Group, LLC Delaware Manning & Napier Advisors, LLC Delaware Manning & Napier Investor Services, Inc. New York Exeter Trust Company New Hampshire Manning & Napier Information Services, LLC New York Perspective Partners, LLC New York Rainier Investment Management, LLC Delaware

Form of Restricted Stock Award Agreement, as amended December 1, 2018, under the Manning & Napier, Inc. 2011 Equity Compensation Plan is incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities Exchange Commission on March 27, 2019.

Exhibit 10.8 MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), and the individual (the “Participant”) identified in the notice of restricted stoc

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Comm

Manning & Napier, Inc. Appoints Chris Briley as Chief Technology Officer

EX-99 Exhibit 99 Manning & Napier, Inc. Appoints Chris Briley as Chief Technology Officer FAIRPORT, NY, March 20, 2019 – Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that it has appointed Chris Briley as Chief Technology Officer (“CTO”), effective immediately. He joins the Company with nine years of information technology experience specifically within t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, March 7, 2019– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about May 1, 2019 to shareholders of record as of the close of business on April

Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2018 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Fourth Quarter and Full Year 2018 Earnings Results FAIRPORT, NY, February 5, 2019 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today reported 2018 fourth quarter and full year results for the period ended December 31, 2018. Summary Highlights •Assets under management ("AUM") at December 31, 2018 were $20.2 billion, compared to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2019 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Co

Manning & Napier, Inc. Appoints Marc Mayer as Chief Executive Officer

EX-99.1 Exhibit 99.1 Manning & Napier, Inc. Appoints Marc Mayer as Chief Executive Officer FAIRPORT, NY, January 31, 2019 – Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that it has appointed Marc Mayer as Chief Executive Officer, effective immediately. He joins the Company with 30 years of asset management experience and will report to Manning & Napier’s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Co

MN / Manning & Napier, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Manning & Napier, Inc. Reports Third Quarter 2018 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Third Quarter 2018 Earnings Results FAIRPORT, NY, October 30, 2018 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today reported 2018 third quarter results for the period ended September 30, 2018. Summary Highlights • Assets under management ("AUM") at September 30, 2018 were $23.1 billion, compared to $22.8 billion at June 30,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, October 25, 2018– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of Class A common stock. The dividend will be paid on or about February 1, 2019 to shareholders of record as of the close of business o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number

MN / Manning & Napier, Inc. / RMB Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (

MN / Manning & Napier, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Manning & Napier, Inc. Reports Second Quarter 2018 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports Second Quarter 2018 Earnings Results FAIRPORT, NY, July 31, 2018 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today reported 2018 second quarter results for the period ended June 30, 2018. Summary Highlights • Assets under management ("AUM") at June 30, 2018 were $22.8 billion, compared to $23.4 billion at March 31, 2018 • Rev

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Manning & Napier, Inc. Announces Quarterly Dividend

Exhibit 99 Manning & Napier, Inc. Announces Quarterly Dividend FAIRPORT, NY, July 26, 2018– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its Board of Directors has declared a quarterly dividend of $0.08 per share of Class A common stock. The dividend will be paid on or about November 1, 2018 to shareholders of record as of the close of business on O

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 4

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware 001-35355 45-2609100 (State or other jurisdiction of incorporation) (Commi

MN / Manning & Napier, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Manning & Napier, Inc. Reports First Quarter 2018 Earnings Results

Exhibit 99 Manning & Napier, Inc. Reports First Quarter 2018 Earnings Results FAIRPORT, NY, May 2, 2018 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today reported 2018 first quarter results for the period ended March 31, 2018. Summary Highlights • Assets under management ("AUM") at March 31, 2018 were $23.4 billion, compared with $25.1 billion at December 31, 2017 •

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 MANNING & NAPIER, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35355 (Commission File Number) 45-

MN / Manning & Napier, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox

MN / Manning & Napier, Inc. DEF 14A

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