May 29, 2019

Board of Directors Manning & Napier, Inc. 

290 Woodcliff Dr. 

Fairport, NY 14450 


Re: Employee stock ownership plan (ESOP) 

Re: Open letter to Manning & Napier, Inc. board of directors 


Ladies and Gentlemen 


A proposal was sent to the board of directors requesting consideration of a buyout proposal of common stockholders under an employee stock ownership plan (ESOP) structure. To date the board of directors has not responded. 


We feel an ESOP has tremendous value to shareholders, employees, and the company itself.   


The inaction of the board of directors further demonstrates its failure to perform its fiduciary responsibilities owed to shareholders. Our company is failing at the helm of current management, and  moving in a direction that consistently destroys shareholder value.   
 

We feel the board of directors has breached its fiduciary obligation, as it could result severe ramifications. 


We respectfully request that you respond at your earliest convenience to these most pressing and time sensitive concerns. We expect, increased emphasis on shareholder dialogue that these matters will be resolved promptly to the satisfaction of all stockholders, as we reserve all our rights to seek legal redress.   
 

Sincerely yours,
 
Nicholas Stirpe Jr. 




IMPORTANT DISCLOSURE INFORMATION  THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF MANNING & NAPIER INC. OUR VIEWS ARE BASED ON OUR OWN ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF MANNING & NAPIER INC. MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSIS.  WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER. ANY SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN.  OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL ANY OR ALL OF OUR LONG POSITIONS, OR INCREASE OUR LONG EXPOSURE BY PURCHASING ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING MANNING & NAPIER, INC. WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW).  THE INFORMATION CONTAINED ABOVE IS NOT AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE AND DOES NOT PURPORT TO BE AND DOES NOT EXPRESS ANY OPINION AS TO THE PRICE AT WHICH THE SECURITIES OF MANNING & NAPIER INC. MAY TRADE AT ANY TIME. THE INFORMATION AND OPINIONS PROVIDED ABOVE SHOULD NOT BE TAKEN AS SPECIFIC ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING MANNING & NAPIER INC. AND THEIR PROSPECTS BASED ON SUCH INVESTORS’ OWN REVIEW OF PUBLICALLY AVAILABLE INFORMATION AND SHOULD NOT RELY ON THE INFORMATION CONTAINED ABOVE. NEITHER ZARVIC BROTHRS LLC NOR ANY AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY DIRECT OR CONSEQUENTIAL LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF THE INFORMATION CONTAINED ABOVE.  FORWARD-LOOKING STATEMENTS  Certain statements contained in this letter are forward-looking statements including, but not limited to, statements that are predictions of or indications of future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward- looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology.  Important factors that could cause actual results to differ materially from the expectations set forth in this letter include, among other things, the factors identified under the sections entitled “Risk Factors” in MANNING & NAPIER Inc.’s Annual Reports on Form 10-K for the year ended December 31, 2017 as well as the factors identified in MANNING & NAPIER Inc’s other public filings. Such forward-looking statements should therefore be considered in light of such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.