EX-10.2



 Exhibit 10.2 

Execution Version 

GUARANTY 
 THIS
GUARANTY AGREEMENT, dated as of the 23rd day of April, 2015 (this “Guaranty”), is made by MANNING & NAPIER, INC., a Delaware corporation and managing member of Group (the “Managing Member”), each
undersigned Subsidiary of MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (“Group”), and each other Subsidiary of Group that, after the date hereof, executes an instrument of accession hereto
substantially in the form of Exhibit A (a “Guarantor Accession”) (the Managing Member, the undersigned, and such other Subsidiaries of Group, collectively, the “Guarantors”), in favor of the Guaranteed
Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. 

RECITALS 
 A. Group,
Manning & Napier Advisors, LLC, a Delaware limited liability company (“Advisors” and, together with Group, the “Borrowers” and each a “Borrower”), the Managing Member, Manufacturers and
Traders Trust Company, certain other Lenders, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), are parties to a Credit Agreement, dated as of
April 23, 2015 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), providing for the availability of certain credit facilities to the Borrowers upon the terms and conditions set forth
therein. 
 B. It is a condition to the extension of credit to the Borrowers under the Credit Agreement that each Guarantor shall have
agreed, by executing and delivering this Guaranty, to guarantee to the Guaranteed Parties the payment in full of the Guaranteed Obligations (as hereinafter defined). The Guaranteed Parties are relying on this Guaranty in their decision to extend
credit to the Borrowers under the Credit Agreement, and would not enter into the Credit Agreement without this Guaranty. 
 C. The Borrowers
and the Guarantors are engaged in related businesses and the Borrowers may borrow from or loan to, and may receive distributions from and make distributions to, directly or indirectly, any of the Guarantors. As part of such operations, each
Borrower, among other things, may advance to the Subsidiary Guarantors from time to time certain proceeds of the Loans made to such Borrower by the Lenders under the Credit Agreement. Each Guarantor will therefore obtain benefits as a result of the
extension of credit to the Borrowers under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desires to execute and deliver this Guaranty. 







 STATEMENT OF AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, to induce the Guaranteed Parties to enter into the Credit Agreement and to induce the Lenders to extend credit to the Borrowers thereunder, each Guarantor hereby agrees as follows: 

1. Guaranty. 
 (a) Each
Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally: 
 (i) guarantees (A) to the
Lenders (including the Issuing Lender and the Swingline Lender in their capacities as such) and the Administrative Agent (together with any Lender (or any Affiliate of any Lender) in the capacity described in clause (B) and (C) below,
collectively, the “Guaranteed Parties”) the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all Obligations of the Borrowers under the
Credit Agreement and the other Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit
Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to any Borrower seeking relief under any Insolvency Laws (as hereinafter defined), whether or not the
claim for such interest is allowed in such proceeding), and all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due (other than Excluded Swap Obligations), (B) to each
applicable Lender or Affiliate of any Lender in its capacity as a Hedge Party under any Hedge Agreement that is required or permitted by the Credit Agreement to be entered into by any Borrower (a “Permitted Hedge Agreement”), all
obligations of the Borrowers under such Permitted Hedge Agreement (other than Excluded Swap Obligations), and (C) to each applicable Lender or Affiliate of any Lender, all obligations of any Credit Party under any treasury management
arrangements between such Credit Party and a Lender (or any Affiliate thereof) (other than Excluded Swap Obligations), in each case under (A), (B) and (C) whether now existing or hereafter created or arising and whether direct or indirect,
absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), collectively, the “Guaranteed Obligations”); and 

(ii) agrees to pay the reasonable fees and expenses of counsel to, and reimburse upon demand all reasonable costs and expenses
incurred or paid by, (y) any Guaranteed Party in connection with any suit, action or proceeding to enforce or protect any rights of the Guaranteed Parties hereunder and (z) the Administrative Agent in connection with any amendment,
modification or waiver hereof or consent pursuant hereto, and to indemnify and hold each Guaranteed Party and its directors, officers, employees, agents and Affiliates harmless from and against any and all claims, losses, damages, obligations,
liabilities, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, 

  
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whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such indemnified party as a result of, arising from or in any way relating to
this Guaranty or the collection or enforcement of the Guaranteed Obligations; provided, however, that no indemnified party shall have the right to be indemnified hereunder for any such claims, losses, costs and expenses to the extent
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnified party. 

For purposes hereof, (a) “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the
extent that, all or a portion of the guarantee of such Guarantor hereunder of such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the
regulations thereunder at the time the guarantee of such Guarantor hereunder becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only
to the portion of such Swap Obligation that is attributable to swaps for which such guarantee is or becomes illegal. (b) “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. (c) “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from
time to time, and any successor statute. 
 (b) Notwithstanding the provisions of subsection (a) above and notwithstanding any other
provisions contained herein or in any other Credit Document: 
 (i) no provision of this Guaranty shall require or permit the
collection from any Guarantor of interest in excess of the maximum rate or amount that such Guarantor may be required or permitted to pay pursuant to applicable law; 

(ii) the liability of each Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the
“Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or
conveyance under applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy
Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Laws”), in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under
applicable Insolvency Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to any Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by such Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or


  
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similar rights of such Guarantor pursuant to (y) applicable law or (z) any agreement (including this Guaranty) providing for an equitable allocation among such Guarantor and other
Affiliates of the Borrowers of obligations arising under guaranties by such parties); 
 (iii) the obligations of any
Guarantor under any Permitted Hedge Agreement or treasury management arrangement shall be guaranteed only to the extent that, and for so long as, the other Guaranteed Obligations are guaranteed, and any release of a Guarantor pursuant to
Section 10.10 of the Credit Agreement shall not require the consent of the holders of obligations under any Permitted Hedge Agreement or treasury management arrangement; and 

(iv) the obligations of any Guarantor with respect to the Guaranteed Obligations and all other obligations under this Agreement
shall terminate upon the earlier to occur of the occurrence of all of the Termination Requirements (as defined below) or the release of such Guarantor as provided in Section 10.10 of the Credit Agreement. 

(c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty.
Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be
entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, with the result that all such contributions will cause each Guarantor’s
Aggregate Payments (as hereinafter defined) to equal its Fair Share as of such date. “Fair Share” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted
Maximum Guaranteed Amount (as hereinafter defined) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Guaranteed Amounts with respect to all Guarantors, multiplied by (ii) the aggregate amount paid or distributed
on or before such date by all Funding Guarantors hereunder in respect of the obligations guarantied. “Fair Share Shortfall” means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of
such Guarantor over the Aggregate Payments of such Guarantor. “Adjusted Maximum Guaranteed Amount” means, with respect to a Guarantor as of any date of determination, the Maximum Guaranteed Amount of such Guarantor, determined in
accordance with the provisions of subsection (b) above; provided that, solely for purposes of calculating the “Adjusted Maximum Guaranteed Amount” with respect to any Guarantor for purposes of this subsection (c), any
assets or liabilities arising by virtue of any rights to subrogation, reimbursement or indemnity or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor. “Aggregate
Payments” means, with respect to a Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Guarantor in respect of this Guaranty (including, without limitation,
in respect of this subsection (c)). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Funding Guarantor’s right
of contribution under this subsection (c) shall be subject to the provisions of Section 4. The allocation among Guarantors of their obligations as set forth in this 

  
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subsection (c) shall not be construed in any way to limit the liability of any Guarantor hereunder to the Guaranteed Parties. 

(d) The guaranty of each Guarantor set forth in this Section is a guaranty of payment as a primary obligor, and not a guaranty of collection.
Each Guarantor hereby acknowledges and agrees that the Guaranteed Obligations, at any time and from time to time, may exceed the Maximum Guaranteed Amount of such Guarantor and may exceed the aggregate of the Maximum Guaranteed Amounts of all
Guarantors, in each case without discharging, limiting or otherwise affecting the obligations of any Guarantor hereunder or the rights, powers and remedies of any Guaranteed Party hereunder or under any other Credit Document. 

(e) Each Qualified ECP hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support as may be needed from time to time by each Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations; provided, however, that each Qualified ECP shall only be liable under this Section 1(e) for the
maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1(e), or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount. The obligations of each Qualified ECP under this Section 1(e) shall remain in full force and effect until satisfaction of all of the Termination Requirements. Each Qualified ECP intends that this
Section 1(e) constitute, and this Section 1(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act. “Qualified ECP” means, in respect of any Swap Obligation, (i) each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee becomes effective with respect to such Swap Obligation or
(ii) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such
time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 2. Guaranty Absolute. Each
Guarantor agrees that its obligations hereunder and under the other Credit Documents to which it is a party are irrevocable, absolute and unconditional, are independent of the Guaranteed Obligations and any security therefor or other guaranty or
liability in respect thereof, whether given by such Guarantor or any other Person, and shall not be discharged, limited or otherwise affected by reason of any of the following, whether or not such Guarantor has notice or knowledge thereof, except to
the extent any of the following arises solely from or is solely the result of the Termination Requirements (as defined below): 

(i) any change in the time, manner or place of payment of, or in any other term of, any Guaranteed Obligations or any guaranty
or other liability in respect thereof, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any other Credit Document or any agreement
or instrument delivered pursuant to any of the foregoing; 
 (ii) the invalidity or unenforceability of any Guaranteed
Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, 

  
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any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; 

(iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any
Guaranteed Obligations or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; 

(iv) any discharge under any Insolvency Law, modification, settlement, compromise or other action in respect of any Guaranteed
Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; 

(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a
result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing; 

(vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any
security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such security by any manner of sale thereby
permitted, whether or not every aspect of such sale is commercially reasonable; 
 (vii) any bankruptcy, reorganization,
arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of any Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations; 

(viii) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and
howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of any Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain
unpaid after any such application; or 
 (ix) any other circumstance that might otherwise constitute a legal or equitable
discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Guarantor or a surety or guarantor generally 
 For the
purposes of this Agreement, the “Termination Requirements” means, collectively: (w) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable),
(x) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, and (y) the termination of, and settlement of all obligations of the Borrowers under, each Permitted Hedge
Agreement to which any Hedge Party is a party, and (z) the termination of, and settlement of all obligations of the Borrowers under, any treasury management arrangements. 

  
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 3. Certain Waivers. Each Guarantor hereby knowingly, voluntarily and expressly waives:

 (i) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without
limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of
any of the matters referred to in Section 2 and of any rights to consent thereto; 
 (ii) any right to require
the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any security from or any deposit balance or other credit in favor of, any Borrower, any
other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any security for any
Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification,
contribution, reimbursement or subrogation or other right or remedy of any Guarantor against any Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security;

 (iii) any right or defense based on or arising by reason of any right or defense of any Borrower or any other Person,
including, without limitation, any defense based on or arising from a lack of authority or other disability of any Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any security therefor or any Credit
Document or other agreement or instrument delivered pursuant thereto, or the cessation of the liability of any Borrower for any reason other than the satisfaction of the Termination Requirements; 

(iv) any defense based on any Guaranteed Party’s acts or omissions in the administration of the Guaranteed Obligations,
any guaranty or other liability in respect thereof or any security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such
security; 
 (v) any right to assert against any Guaranteed Party, as a defense, counterclaim, crossclaim or set-off, any
defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord
and satisfaction and usury), other than compulsory counterclaims and other than the payment in full in cash of the Guaranteed Obligations; and 

  
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 (vi) any defense based on or afforded by any applicable law that limits the
liability of or exonerates guarantors or sureties or that may in any other way conflict with the terms of this Guaranty. 
 4. No
Subrogation. Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any claim or right that it may have against any Borrower or any other Guarantor at any time as a result of any payment made under or in
connection with this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Parties against any Borrower or any other Guarantor, any right of indemnity, contribution or
reimbursement against any Borrower or any other Guarantor including rights of contribution as set forth in Section 1(c), any right to enforce any remedies of any Guaranteed Party against any Borrower or any other Guarantor, or any
benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy
Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all
indebtedness and other obligations, whether now or hereafter existing, of the Borrowers or any other Subsidiary of the Borrowers to such Guarantor, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and
any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed Obligations. Each Guarantor further agrees that if any amount shall be paid to or any
distribution received by any Guarantor (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the
satisfaction of the Termination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed Parties, and shall forthwith be delivered to the Administrative Agent in the
form received (with any necessary endorsements in the case of written instruments), to be applied against the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way
discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event any Borrower or any other Credit Party becomes a “debtor” within the meaning of the
Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf
of each relevant Guarantor with respect to such indebtedness and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of such Borrower or
such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigns to the Administrative Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof. 

5. Representations and Warranties. Each Guarantor hereby represents and warrants to the Guaranteed Parties that, as to itself, all of
the representations and warranties relating to it contained in the Credit Agreement are true and correct. 

  
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 6. Financial Condition of Borrowers. Each Guarantor represents that it has knowledge of
the Borrowers’ financial condition and affairs and that it has adequate means to obtain from the Borrowers on an ongoing basis information relating thereto and to the Borrowers’ ability to pay and perform the Guaranteed Obligations, and
agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect with respect to such Guarantor. Each Guarantor agrees that the Guaranteed Parties shall have no obligation to investigate the
financial condition or affairs of the Borrowers for the benefit of any Guarantor nor to advise any Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Borrowers that might become known to any Guaranteed
Party at any time, whether or not such Guaranteed Party knows or believes or has reason to know or believe that any such fact or change is unknown to any Guarantor, or might (or does) materially increase the risk of any Guarantor as guarantor, or
might (or would) affect the willingness of any Guarantor to continue as a guarantor of the Guaranteed Obligations. 
 7. Payments;
Application; Set-Off. 
 (a) Each Guarantor agrees that, upon the failure of any Borrower to pay any Guaranteed Obligations when and as
the same shall become due (whether at the stated maturity, by acceleration or otherwise), and without limitation of any other right or remedy that any Guaranteed Party may have at law, in equity or otherwise against such Guarantor, such Guarantor
will, subject to the provisions of Section 1(b), forthwith pay or cause to be paid to the Administrative Agent, for the benefit of the Guaranteed Parties, an amount equal to the amount of the Guaranteed Obligations then due and owing as
aforesaid. 
 (b) All payments made by each Guarantor hereunder will be made in Dollars to the Administrative Agent, without set-off,
counterclaim or other defense and, in accordance with the Credit Agreement, free and clear of and without deduction for any Taxes, each Guarantor hereby agreeing to comply with and be bound by the provisions of the Credit Agreement in respect of all
payments made by it hereunder. 
 (c) All payments made hereunder shall be applied in accordance with the provisions of Section 2.10 of
the Credit Agreement. For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be entitled to rely upon any Guaranteed Party that has entered into a Permitted Hedge Agreement with a Borrower for a
determination (which such Guaranteed Party agrees to provide or cause to be provided upon request of the Administrative Agent) of the outstanding Guaranteed Obligations owed to such Guaranteed Party under any such Permitted Hedge Agreement. Unless
it has actual knowledge (including by way of written notice from any such Guaranteed Party) to the contrary, the Administrative Agent, in acting hereunder, shall be entitled to assume that no Permitted Hedge Agreements or Guaranteed Obligations in
respect thereof are in existence between any Guaranteed Party and a Borrower. If any Lender or Affiliate thereof that is a party to a Permitted Hedge Agreement with a Borrower (the obligations of the Borrower under which are Guaranteed Obligations)
ceases to be a Lender or Affiliate thereof, such former Lender or Affiliate thereof shall nevertheless continue to be a Guaranteed Party hereunder with respect to the Guaranteed Obligations under such Permitted Hedge Agreement. 

  
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 (d) Upon and at any time after the occurrence and during the continuance of any Event of Default,
each Guaranteed Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Guaranteed Party or any such Affiliate to or for the credit or the account of any Guarantor, other than accounts as
to which such set off is prohibited by any Requirement of Law or the terms of the agreement creating such account, against any and all of the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Credit Document to
such Guaranteed Party, irrespective of whether or not such Guaranteed Party shall have made any demand under this Guaranty or any other Credit Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a
branch or office of such Guaranteed Party different from the branch or office holding such deposit or obligated on such indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts
so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender and the Lenders (including the Swingline Lender), and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Guaranteed Party and their respective Affiliates under this subsection are in addition to
other rights and remedies (including other rights of setoff) that such Guaranteed Parties or their respective Affiliates may have. Each Guaranteed Party agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 
 8. No
Waiver. The rights and remedies of the Guaranteed Parties expressly set forth in this Guaranty and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or
otherwise. No failure or delay on the part of any Guaranteed Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between any of the Guarantors and the Guaranteed Parties or their agents or
employees shall be effective to amend, modify or discharge any provision of this Guaranty or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon any Guarantor in any case shall entitle
such Guarantor or any other Guarantor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of any Guaranteed Party to exercise any right or remedy or take any other or further action in any
circumstances without notice or demand. 
 9. Enforcement. By their acceptance of this Guaranty, the Guaranteed Parties agree that,
except as provided in Section 7(d), this Guaranty may be enforced only by the Administrative Agent, acting upon the instructions or with the consent of the Required Lenders as provided for in the Credit Agreement, and that no Guaranteed
Party shall have any right individually to enforce or seek to enforce this Guaranty or to realize upon any security given to 

  
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secure the payment and performance of the Guarantors’ obligations hereunder. The obligations of each Guarantor hereunder are independent of the Guaranteed Obligations, and a separate action
or actions may be brought against each Guarantor whether or not action is brought against any Borrower or any other Guarantor and whether or not any Borrower or any other Guarantor is joined in any such action. Each Guarantor agrees that to the
extent all or part of any payment of the Guaranteed Obligations made by any Person is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by or on behalf of any Guaranteed Party to a trustee,
receiver or any other party under any Insolvency Laws (the amount of any such payment, a “Reclaimed Amount”), then, to the extent of such Reclaimed Amount, this Guaranty shall continue in full force and effect or be revived and
reinstated, as the case may be, as to the Guaranteed Obligations intended to be satisfied as if such payment had not been received; and each Guarantor acknowledges that the term “Guaranteed Obligations” includes all Reclaimed Amounts that
may arise from time to time. 
 10. Amendments, Waivers, etc. No amendment, modification, waiver, discharge or termination of, or
consent to any departure by any Guarantor from, any provision of this Guaranty, shall be effective unless in a writing signed by the Administrative Agent and such of the Lenders as may be required under the provisions of the Credit Agreement to
concur in the action then being taken, and then the same shall be effective only in the specific instance and for the specific purpose for which given. 

11. Addition, Release of Guarantors. Each Guarantor recognizes that the provisions of the Credit Agreement require or permit Persons
that become Subsidiaries of Group and that are not already parties hereto to become Guarantors hereunder by executing a Guarantor Accession, and agrees that its obligations hereunder shall not be discharged, limited or otherwise affected by reason
of the same, or by reason of the Administrative Agent’s actions in effecting the same or in releasing any Guarantor hereunder, in each case without the necessity of giving notice to or obtaining the consent of any other Guarantor. 

12. Continuing Guaranty; Term; Successors and Assigns; Assignment; Survival. This Guaranty is a continuing guaranty and covers all of
the Guaranteed Obligations as the same may arise and be outstanding at any time and from time to time from and after the date hereof, and shall (i) remain in full force and effect until satisfaction of all of the Termination Requirements
(provided that the provisions of Sections 1(a)(ii) and 4 shall survive any termination of this Guaranty), (ii) be binding upon and enforceable against each Guarantor and its successors and assigns (provided,
however, that no Guarantor may sell, assign or transfer any of its rights, interests, duties or obligations hereunder without the prior written consent of the Required Lenders) and (iii) inure to the benefit of and be enforceable by each
Guaranteed Party and its successors and assigns. Without limiting the generality of clause (iii) above, any Guaranteed Party may, in accordance with the provisions of the Credit Agreement, assign all or a portion of the Guaranteed Obligations
held by it (including by the sale of participations), whereupon each Person that becomes the holder of any such Guaranteed Obligations shall (except as may be otherwise agreed between such Guaranteed Party and such Person) have and may exercise all
of the rights and benefits in respect thereof granted to such Guaranteed Party under this Guaranty or otherwise. Each Guarantor hereby irrevocably waives notice of and consents in advance to the assignment as provided above from time to time by any
Guaranteed Party of all or any portion of the Guaranteed Obligations held by it and of the corresponding rights and interests of such 

  
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Guaranteed Party hereunder in connection therewith. All representations, warranties, covenants and agreements herein shall survive the execution and delivery of this Guaranty and any Guarantor
Accession. 
 13. Governing Law; Consent to Jurisdiction; Appointment each Borrower as Representative, Process Agent,
Attorney-in-Fact. 
 (a) This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New
York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). 

(b) Each Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the
State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other
Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or,
to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. 
 (c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Credit Document in any court referred to in Section 13(b). Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each Guarantor hereby irrevocably designates and appoints each Borrower as its designee, appointee and agent to receive on its behalf all
service of process in any such action or proceeding and any other notice or communication hereunder, irrevocably consents to service of process in any such action or proceeding in the manner provided for notices in Section 15. Nothing in
this Section shall affect the right of any party to serve legal process in any other manner permitted by law. 
 (e) Further, each Guarantor
does hereby irrevocably make, constitute and appoint each Borrower as its true and lawful attorney-in-fact, with full authority in its place and stead and in its name, the Borrower’s name or otherwise, and with full power of substitution in the
premises, from time to time in the Borrower’s discretion to agree on behalf of, and sign the name of, such Guarantor to any amendment, modification or supplement to, restatement of, or waiver or consent in connection with, this Guaranty, any
other Credit Document or any document or instrument pursuant hereto or thereto, and to take any other action and do all other things on behalf of such Guarantor that the Borrower may deem necessary or advisable to carry out and accomplish the
purposes of this Guaranty and the other Credit Documents. The Borrowers will not be liable for any act or omission nor for any error of judgment or mistake of fact unless the same shall occur as a result of the gross negligence or willful misconduct
of such Borrower. 

  
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This power, being coupled with an interest, is irrevocable by any Guarantor for so long as this Guaranty shall be in effect with respect to such Guarantor. By its signature hereto, each Borrower
consents to its appointment as provided for herein and agrees promptly to distribute all process, notices and other communications to each Guarantor. 

14. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

15. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as follows: (a) if to any Guarantor, in care of any Borrower and at such Borrower’s address for notices set forth in the Credit Agreement, and (b) if to any
Guaranteed Party, at its address for notices set forth in Schedule 1.1(a) to the Credit Agreement; in each case, as such addresses may be changed from time to time pursuant to the Credit Agreement, and with copies to such other Persons as may be
specified under the provisions of the Credit Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in the Credit Agreement shall be effective as provided therein. 
 16. Severability. To the
extent any provision of this Guaranty is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Guaranty in any jurisdiction. 

17. Construction. The headings of the various sections and subsections of this Guaranty have been inserted for convenience only and
shall not in any way affect the meaning or construction of any of the provisions hereof. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular. 

18. Counterparts; Effectiveness. This Guaranty may be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so 

  
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executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Guaranty shall become effective, as to any Guarantor, upon the execution
and delivery by such Guarantor of a counterpart hereof or a Guarantor Accession. Delivery of an executed counterpart of a signature page of this Guaranty or any Guarantor Accession by facsimile or in electronic format (e.g., “pdf” or
“tif” file format) shall be effective as delivery of a manually executed counterpart thereof. 
 (signatures on the following page)


  
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 IN WITNESS WHEREOF, the parties have caused this Guaranty to be executed by their duly
authorized officers as of the date first above written. 
  

			
	GUARANTORS:
	
	MANNING & NAPIER, INC.
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer
	
	MANNING & NAPIER ALTERNATIVE OPPORTUNITIES, LLC
		
	By:		Manning & Napier Group, LLC, its sole member
		
	By:		Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer
	
	MANNING & NAPIER INFORMATION SERVICES, LLC
		
	By:		Manning & Napier Group, LLC, its sole member
		
	By:		Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer


 (signatures continue on following page) 

  
 Signature Page to
Guaranty Agreement 









			
	PERSPECTIVE PARTNERS, LLC
		
	By:		Manning & Napier Group, LLC, its sole member
		
	By:		Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer
	
	MANNING & NAPIER BENEFITS, LLC
	
	By: Manning & Napier Information Services, LLC, its sole member
	
	By: Manning & Napier Group, LLC, its sole member
	
	By: Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer
	
	M&N ALTERNATIVES MANAGEMENT, LLC
	
	By: Manning & Napier Advisors, LLC, its sole member
	
	By: Manning & Napier Group, LLC, its sole member
	
	By: Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer


 (signatures continue on following page) 

  
 Signature Page to
Guaranty Agreement 








 
			
	M&N XENON PARTNERS HOLDINGS, LLC
	
	By: Manning & Napier Advisors, LLC, its sole member
	
	By: Manning & Napier Group, LLC, its sole member
	
	By: Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer



  
 Signature Page to
Guaranty Agreement 








 The undersigned Borrowers have caused their duly authorized officers to execute this Guaranty
solely for purposes of accepting the appointment by the Guarantors set forth in Sections 13(d) and (e) above and acting as agent for receipt of notices pursuant to Section 15 above. 

 

			
	BORROWERS:
	
	MANNING & NAPIER GROUP, LLC
	
	By: Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer
	
	MANNING & NAPIER ADVISORS, LLC
	
	By: Manning & Napier Group, LLC, its sole member
	
	By: Manning & Napier, Inc., its managing member
		
	By:		 /s/ James Mikolaichik

			James Mikolaichik
			Chief Financial Officer



  
 Signature Page to
Guaranty Agreement 








 Accepted and agreed to: 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Administrative Agent
		
	By:		 /s/ Kristina De Schepper

		
	Name:		Kristina De Schepper
		
	Title:		Assistant Vice President


  
 Signature Page to
Guaranty Agreement 








 EXHIBIT A 

GUARANTOR ACCESSION 

THIS GUARANTOR ACCESSION (this “Accession”), dated as of
            ,         , is executed and delivered by [NAME OF NEW GUARANTOR], a
                                        
corporation (the “New Guarantor”), pursuant to the Guaranty Agreement referred to hereinbelow. 
 Reference is made to the
Credit Agreement, dated as of April 23, 2015 among Manning & Napier Group, LLC (“Group”), Manning & Napier Advisors, LLC (“Advisors” and, together with Group, the “Borrower”),
Manning & Napier, Inc. (the “Managing Member”), Manufacturers and Traders Trust Company, the Lenders party thereto, and the Administrative Agent (as amended, modified, restated or supplemented from time to time, the
“Credit Agreement”). In connection with and as a condition to the initial and continued extensions of credit under the Credit Agreement, the Managing Member, the Borrowers and certain Subsidiaries of the Borrowers have executed and
delivered a Guaranty Agreement, dated as of April 23, 2015 (as amended, modified, restated or supplemented from time to time, the “Guaranty Agreement”), pursuant to which the Managing Member and such Subsidiaries have
guaranteed the payment in full of the obligations of the Borrowers under the Credit Agreement and the other Credit Documents (as defined in the Credit Agreement). Capitalized terms used herein without definition shall have the meanings given to them
in the Guaranty Agreement. 
 Each Borrower has agreed under the Credit Agreement to cause each of its future Wholly Owned Subsidiaries, and
to permit other Subsidiaries, to become a party to the Guaranty Agreement as a guarantor thereunder subject to certain exceptions for any Subsidiary of a Borrower that is prohibited by a Requirement of Law from becoming a Guarantor hereunder. The
New Guarantor is a Subsidiary of a Borrower. The New Guarantor will obtain benefits as a result of the continued extension of credit to the Borrowers under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to
execute and deliver this Accession. Therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Lenders to continue to extend credit to the
Borrowers under the Credit Agreement, the New Guarantor hereby agrees as follows: 
 1. The New Guarantor hereby joins in and agrees to be
bound by each and all of the provisions of the Guaranty Agreement as a Guarantor thereunder. In furtherance (and without limitation) of the foregoing, pursuant to Section 1 of the Guaranty Agreement, the New Guarantor hereby irrevocably,
absolutely and unconditionally, and jointly and severally with each other Guarantor, guarantees to the Guaranteed Parties the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration
or otherwise), of all of the Guaranteed Obligations, and agrees to pay or reimburse upon demand all other obligations of the Guarantors under the Guaranty Agreement, all on the terms and subject to the conditions set forth in the Guaranty Agreement.

 2. The New Guarantor hereby represents and warrants that after giving effect to this 







 
Accession, each representation and warranty related to it contained in the Credit Agreement is true and correct with respect to the New Guarantor as of the date hereof. 

3. This Accession shall be a Credit Document (within the meaning of such term under the Credit Agreement), shall be binding upon and
enforceable against the New Guarantor and its successors and assigns, and shall inure to the benefit of and be enforceable by each Guaranteed Party and its successors and assigns. This Accession and its attachments are hereby incorporated into the
Guaranty Agreement and made a part thereof. 
 IN WITNESS WHEREOF, the New Guarantor has caused this Accession to be executed under
seal by its duly authorized officer as of the date first above written. 
  

			
	[NAME OF NEW GUARANTOR]
		
	By:		  

		
	Title:		  




  
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