March 31, 2026

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Filing Desk

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

We are writing on behalf of Manning & Napier Fund, Inc. and Manning & Napier Advisers, LLC (the “Applicants”) to respectfully request the partial withdrawal of the Applicants’ application (as discussed below), originally filed with the Securities and Exchange Commission on March 2, 2026 for an order pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “Act”) for an exemption from Sections 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, and pursuant to Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act, to permit the Applicants to offer one class of exchange-traded shares that operates as an exchange-traded fund and one or more classes of shares that are not exchange-traded (the “Application”).

The Applicants respectfully request that the Application be withdrawn only with respect to the Investment Advisers Act of 1940 (File No. 803-00294) and that the Securities and Exchange Commission take no withdrawal action with respect to the Investment Company Act (File No. 812-15999).

If you have any questions or need further information, please contact me at 215.963.5598 or sean.graber@morganlewis.com.

Sincerely,

/s/ Sean Graber

Sean Graber

	Morgan, Lewis & Bockius llp
	2222 Market Street
	Philadelphia, PA  19103-3007		+1.215.963.5000
	United States		+1.215.963.5001