MN Manning and Napier Inc

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 3, 2022

To Our Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “special meeting”) of the stockholders of Manning & Napier, Inc., a Delaware corporation (the “Company”), to be held virtually via live webcast on August 3, 2022, at 10:00 AM eastern time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/MN2022SM where you will be able to attend the live meeting and vote online. Additionally, you will be able to vote up until 11:59 PM Eastern Time the day before the meeting date by visiting www.proxyvote.com and following the instructions. In light of the ongoing coronavirus (COVID-19) pandemic, the special meeting will be held in a virtual meeting format only, via live webcast, without a physical meeting location. The special meeting is being held to consider and vote on the following proposals:

The Board of Directors of the Company recommends that the stockholders of the Company vote “FOR” the merger agreement proposal, “FOR” the non-binding named executive officer merger-related compensation proposal and “FOR” the adjournment proposal, each as described in greater detail in the accompanying proxy statement. The recommendation of the Company’s Board of Directors was unanimously approved by all of the members of the Company’s Board of Directors (with Mr. Mayer recused from the meeting at which that recommendation was adopted).

Parent and merger subs are affiliates of Callodine Group, LLC (“Callodine”). On March 31, 2022, as a condition to the willingness of Callodine’s affiliates to enter into the merger agreement, Mr. Mayer entered into a rollover

agreement (the “rollover agreement”) with Callodine MN Holdings, Inc. (“TopCo”), pursuant to which, immediately prior to the company merger effective time, Mr. Mayer agreed to contribute 175,902 shares of Company common stock and 500,000 options to purchase Company common stock then held by him to TopCo in exchange for equity interests and options in TopCo, subject to the terms and conditions of the rollover agreement. A copy of the rollover agreement is attached as Annex C to the accompanying proxy statement.

Only stockholders of record at the close of business on June 10, 2022 are entitled to notice of and to vote at the special meeting and at any adjournment of the special meeting in accordance with the merger agreement.

To ensure your representation at the special meeting, regardless of whether you plan to attend the virtual special meeting, you are urged to vote your shares by completing, signing, dating and returning the enclosed proxy or voting instruction card as promptly as possible in the postage-paid envelope enclosed. Alternatively, you may vote by telephone or over the Internet as instructed in these materials. If you are voting by telephone or over the Internet, then your voting instructions must be received by 11:59 p.m., Eastern Time, on the day before the special meeting. Your proxy is being solicited by the Board of Directors of the Company.

A stockholder who does not vote in favor of the merger agreement proposal will have the right to seek appraisal of the fair value of his, her or its shares if the company merger is consummated, but only if such stockholder submits a written demand for appraisal to the Company prior to the time the vote is taken on the merger agreement proposal and complies with all other requirements of the Delaware General Corporation Law (“DGCL”). A copy of the applicable DGCL statutory provisions is included as Annex E to the accompanying proxy statement, and a summary of these provisions can be found under the section entitled “Appraisal Rights” in the accompanying proxy statement.

Approval of the merger agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock of the Company. The failure to vote will have the same effect as a vote against the merger agreement proposal. Even if you plan to attend the virtual special meeting, please complete, sign, date and return the enclosed proxy or voting instruction card or vote over the telephone or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting if you are unable to attend. If you are a stockholder of record and sign, date and mail your proxy card without indicating how you wish to vote, your shares will be voted in favor of the merger agreement proposal, the non-binding named executive officer merger-related compensation proposal and the adjournment proposal. If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal. If your shares are held in “street name” and you fail to return your voting instruction card or otherwise properly instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the merger agreement proposal.

For more information concerning the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

By order of the Board of Directors,

Sarah Turner

Corporate Secretary June 30, 2022

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.

If you are a stockholder of record, voting online during the special meeting will revoke any proxy that you previously submitted. The stockholders of record as of the close of business on the record date for the special meeting, their duly appointed proxy holders and the “street name” stockholders who beneficially owned shares of Company common stock as of the close of business on the record date are entitled to participate in the virtual meeting and will need their assigned control number to vote shares at the special meeting. The control number can be found on your proxy card. If your shares are held in the name of a bank, broker or other nominee and you do not have the assigned control number, please follow the instructions on the voting instruction card, or other applicable proxy notices, furnished by your bank, broker or other nominee to vote your shares accordingly or contact your bank broker or other nominee for instructions.

If you are a stockholder of record and you fail to (1) return your proxy, (2) grant your proxy or provide voting instructions electronically over the Internet or by telephone or (3) attend and vote at the virtual special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal.

If you hold your shares in “street name,” you will need to instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card provided by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. Failure to provide these instructions will have the same effect as a vote against the merger agreement proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents referred to or incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Company common stock, please contact.

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

(866) 619-8917 (toll-free)

Email: mn@allianceadvisors.com

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger agreement and the transactions contemplated thereby, including the mergers. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully in their entirety. See “Where You Can Find More Information.”

After consideration, all of the members of the Company Board (with Mr. Mayer recused) (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the company merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) determined that the company merger is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the company merger and the other transactions upon the terms and subject to the conditions contained therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement. Accordingly, the Company Board recommends a vote “FOR” the adoption and approval of the merger agreement and the approval of the other proposals to be voted on at the special meeting, each as described in the accompanying proxy statement.

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If, as of the record date, you are the beneficial owner of shares held in “street name” by your broker, bank or other nominee, and you wish to vote by attending the special meeting virtually, you will need to provide proof of ownership, such as a recent account statement or letter from your broker, bank or other nominee, along with proper identification. Please note that if you are a beneficial owner and wish to vote by attending the special meeting virtually, you must have a legal proxy from your broker, bank or other nominee naming you as the proxy. You should allow yourself enough time prior to the special meeting to obtain this proxy from the holder of record.

For more information about the stockholders of record and beneficial owners of shares held in “street name,” see “Information about the Special Meeting.”

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You should be aware that some of the Company’s executive officers (including Mr. Mayer, who is a member of the Company Board) are subject to plans, agreements or arrangements that may provide them with interests in the mergers that are different from, or are in addition to, the interests of the Company’s stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in evaluating and overseeing the negotiation of the merger agreement, and in approving the merger agreement and the mergers and in recommending that the merger agreement be approved and adopted by the Company stockholders. See the section entitled “Summary Term Sheet—Interests of Executive Officers and Directors of the Company in the Mergers.”

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Whether or not you plan to attend the virtual special meeting, the Company urges you to vote by proxy to ensure your vote is counted. You may still attend the virtual special meeting and vote online by ballot even if you have already voted by proxy.

If you are submitting your proxy by telephone or through the Internet, your voting instructions must be received by 11:59 p.m., Eastern Time, on the day before the special meeting.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares of Company common stock will be voted “FOR” the approval of the merger agreement proposal, “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

If your shares of Company common stock are held in “street name” by your broker, bank or other nominee, you should have received a voting instruction card with these proxy materials from that organization rather than a proxy card from the Company. Your broker, bank or other nominee will vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares by following the procedures provided by your broker. See “Information about the Special Meeting—How to Vote.”

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If your shares are held in “street name” and you do not return your voting instruction card or otherwise instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the merger agreement proposal, but it will have no effect on the non-binding named executive officer merger-related compensation proposal or the adjournment proposal.

A vote to abstain will have the same effect as voting against each proposal as to which you abstain.

See “Information about the Special Meeting—How to Vote” and “—Votes Required; Treatment of Abstentions and Broker Non-Votes.”

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The Company also will reimburse brokers, banks, other nominees, custodians and fiduciaries representing beneficial owners of the shares of company common stock for their expenses in forwarding soliciting materials to beneficial owners of our shares of company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies. For more information, see “Information about the Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses.”

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Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

Stockholders and brokers, banks and other nominees may call (866) 619-8917 (toll-free).

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SPECIAL FACTORS

The following, together with the summary of the merger agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the mergers. While we believe that the following description covers the material aspects of the mergers, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the merger agreement attached to this proxy statement as Annex A, for a more complete understanding of the mergers. The following description is subject to, and is qualified in its entirety by reference to, the merger agreement. You may obtain additional information without charge as described in the section titled “Where You Can Find More Information.”

We are asking our stockholders to consider and vote on the approval and adoption of the merger agreement and the transactions contemplated thereby, including the company merger. Pursuant to the merger agreement, subject to the satisfaction or waiver of certain conditions, Corp Merger Sub will merge with and into the Company with the Company surviving the company merger as a wholly-owned subsidiary of Parent. If the company merger is completed, the holders of shares of Company common stock (other than the holders of cancelled shares and except for any dissenting shares and rollover shares) will have the right to receive an amount in cash equal to $12.85 per share of Company common stock in cash (the “merger consideration”), without interest, subject to and in accordance with the terms and conditions set forth in the merger agreement.

Background of the Mergers

The Company is an independent investment management firm that provides clients with a broad range of financial solutions and investment strategies for both wealth and asset management. As a part of its efforts to strengthen its business and enhance stockholder value, the Company Board and senior management of the Company regularly review and assess the Company’s operations, performance and prospects and the strategic landscape in the industry, including the possibility of pursuing various strategic transactions.

In July 2021, Mr. Mayer was introduced to Mr. Jim Morrow, founder and chief executive officer of Callodine Group, LLC (“Callodine”).

On August 2, 2021, Mr. Mayer and Mr. Morrow had a meeting at which they had preliminary discussions regarding a potential acquisition of the Company by Callodine. Following the introductory meeting, on August 16, Mr. Mayer and Mr. Morrow continued their preliminary discussions regarding a potential acquisition of the Company by Callodine.

On August 18, 2021, the Company entered into a confidentiality agreement with Callodine.

On September 14, 2021, Mr. Mayer continued preliminary discussions with Mr. Adam Gusky, the chief investment officer of East Asset Management, LLC (“EAM”), and Mr. Morrow and discussed potential next steps, including a potential meeting with Mr. Terry Pegula and Mrs. Kim Pegula, the managing members of EAM.

On September 17, 2021, the Company Board met to discuss Mr. Mayer’s discussions with Mr. Morrow and authorized Mr. Mayer to continue preliminary discussions and agreed to arrange a meeting with representatives of the Company Board and representatives of Callodine and EAM.

On October 2, 2021, Mr. Mayer, Mr. Richard Goldberg and Ms. Barbara Goodstein met in Orchard Park, New York with Mr. Morrow, Mr. Pegula, Mrs. Pegula and Mr. Gusky, to discuss the culture of the Company, its personnel and history.

On October 9, 2021 the Company Board met to discuss the October 2 meeting and the Company Board authorized Mr. Mayer and Mr. Goldberg to continue discussions with Callodine to learn more about Callodine and understand Callodine’s approach to valuation of the Company.

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Later on October 9, 2021, Mr. Mayer and Mr. Goldberg further discussed with Mr. Morrow the Company’s background and Callodine’s ownership structure.

On October 14, 2021, Mr. Mayer and Mr. Goldberg further discussed the Company with Mr. Morrow, including the recent performance of its asset management and wealth management businesses as well as the Company’s profitability.

On October 19, 2021, Mr. Mayer and Mr. Goldberg met with Mr. Morrow in Boston, Massachusetts. Mr. Morrow reviewed his preliminary valuation assessment of the Company and indicated that he would attribute an equity value range for the Company with a midpoint of approximately $290 million, implying an approximate $12.50 per share purchase price. Mr. Mayer and Mr. Goldberg indicated that they would present this valuation to the Company Board.

On October 22, 2021, the Company Board met and received an update from Mr. Mayer and Mr. Goldberg regarding Callodine’s preliminary valuation assessment. The Company Board authorized Mr. Mayer and Mr. Goldberg to continue discussions with Mr. Morrow to further explain the Company’s business model, including its business segments and cash flows, in connection with explaining why a higher valuation may be appropriate.

On October 28 and October 29, 2021, Mr. Mayer and Mr. Goldberg met with Mr. Morrow to further discuss the Company’s business and potential profitability as a private company.

On November 19, 2021, Mr. Mayer and Mr. Goldberg spoke with Mr. Morrow, and Mr. Morrow noted that Callodine’s current valuation of the Company based on performance information available to date to Callodine was in the $13.50 to $13.60 per-share range, subject to additional due diligence and further analysis.

On November 22, 2021, the Company Board met to receive an update from Mr. Mayer and Mr. Goldberg. Following discussion of Callodine’s most recent price proposal, the Company Board authorized Mr. Mayer and Mr. Goldberg to continue discussions with Callodine with a view toward obtaining a further increase in offer price.

On November 26, 2021, Mr. Mayer and Mr. Goldberg further discussed with Mr. Morrow the Company’s outlook and potential areas of improved financial results. Mr. Morrow noted that Callodine’s current estimated valuation of the Company was in the $13.65 to $13.70 range, subject to additional due diligence.

On November 29, 2021, Mr. Morrow notified Mr. Mayer and Mr. Goldberg that a formal letter, with a non-binding proposal to acquire the Company at $14.00 per share, would be delivered to the Company Board.

Later on November 29, 2021, the Company Board met to receive an update from Mr. Mayer and Mr. Goldberg regarding the November 26 meeting with Mr. Morrow, and Mr. Mayer also noted that earlier in the day Mr. Morrow indicated a written non-binding proposal letter was forthcoming with a $14.00 per-share offer price.

On November 30, 2021, Callodine delivered a written, non-binding proposal to acquire all of the outstanding shares of capital stock of the Company for a price of $14.00 per share in an all-cash transaction (the “November 30 Letter”). The proposal indicated that Callodine’s intention was to have existing employees continue managing the business day-to-day to maximize client retention, with strategic oversight from Callodine senior management on issues such as capital allocation and M&A. The non-binding proposal requested a 21-day exclusivity period and noted that Callodine’s ability to secure financing would not be a condition to close for the contemplated transaction. The Company Board did not agree to grant this requested exclusivity at that time.

On December 1, 2021, the Company Board met to discuss the November 30 Letter and to consider retention of potential financial advisors to assist in evaluating the proposal.

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On December 3, 2021, the Company Board met with representatives of Company management and representatives of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) to further discuss the November 30 Letter and to receive a presentation regarding fiduciary duties in connection with the potential transaction from Gibson Dunn. The directors discussed potentially forming a special committee of disinterested directors, but declined to do so, noting that although Callodine had indicated an intention to retain management as part of a transaction, there were no agreements regarding continued employment and all directors, including Mr. Mayer, were aligned with the public stockholders to maximize the value of the Company’s shares. The Company Board however agreed that Mr. Mayer would recuse himself from a portion of applicable meetings of the Company Board to allow the other members of the Company Board an ability to continue to discuss these matters with legal counsel and, prior to receiving approval from the Company Board, Mr. Mayer would not engage in discussions with Callodine regarding post-closing employment or other matters that would dis-align Mr. Mayer from the Company’s stockholders in the potential merger transaction. The Company Board agreed that the next step would be to interview and retain a financial advisor to assist the Company Board in evaluating Callodine’s proposal. During executive session, the Company Board (with Mr. Mayer recused) further discussed a potential transaction with Callodine.

During early December 2021, the Company Board separately met with representatives of PJT Partners LP (“PJT Partners”) and representatives from another financial advisory firm to discuss a potential engagement in connection with a potential strategic transaction. On December 13, 2021, the Company Board agreed to retain PJT Partners in light of PJT Partners’ experience with public company transactions and transactions in the asset and wealth management industries.

On December 18, 2021, the Company Board met with representatives of Company management and representatives of Gibson Dunn to discuss certain financial projections for the Company’s five-year financial forecast that had been prepared by senior management and the key assumptions underlying such projections.

On December 28, 2021, the Company Board met with representatives of Company management and representatives of Gibson Dunn to further discuss the Company’s five-year financial forecast. Following discussion, the Company Board approved providing the forecasts to PJT Partners to be used for purposes of PJT Partners’ financial analyses and to be provided to Callodine.

On December 31, 2021, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Representatives of PJT Partners reviewed with the Company Board PJT Partners’ preliminary and illustrative financial analyses of the Company. The Company Board also discussed with representatives of management, Gibson Dunn and PJT Partners Callodine’s previous request for a 21-day exclusivity period as well as the Company potentially engaging in a pre-signing market check to evaluate interest of other potential acquirors and requesting a post-signing go-shop from Callodine that would allow the Company and its representatives to solicit interest from other potential acquirors after signing a definitive merger agreement. In light of concerns regarding the risk of leaks, including the potential adverse impact on Company employees and clients, and potential distractions to management in the event of such a leak, as well as the Company Board’s view as from discussions with informed by its financial advisors relating to the limited likely universe of potential acquirors, the Company Board determined that pursuing a post-signing go-shop was preferable to a pre-signing market check. However, the Company Board did not feel that the exclusivity as proposed by Callodine was appropriate at that time. The Company Board agreed to reconvene after its members had more time to consider potential responses to the November 30 Letter. During executive session, the Company Board (with Mr. Mayer recused) further discussed the preliminary and illustrative financial analyses of the Company from PJT Partners.

On January 3, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to further discuss PJT Partners’ preliminary and illustrative financial analyses. Following discussion, the Company Board agreed that in light of Callodine’s previous valuation increases it was unlikely Callodine would have additional ability to significantly increase its offer price, but that the Company proposing a further price increase could instead lead to more favorable transaction terms for the Company.

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Representatives of Gibson Dunn also discussed potential terms of a go-shop provision to be requested from Callodine including duration of the go-shop and corresponding termination fees. Following discussion, the Company Board instructed Gibson Dunn to prepare a summary of proposed go-shop terms for PJT Partners to share with Callodine and discussed including a 45-day go-shop period and a corresponding termination fee (payable by the Company) during this period equal to 1% of equity value, followed by a customary no-shop with a fiduciary out and a termination fee during this period equal to 2.5% of equity value. The Company Board also instructed PJT Partners to deliver the term sheet with a message that the Company Board was willing to move forward in negotiations.

On January 4, 2022, at the direction of the Company Board, representatives of PJT Partners delivered the draft go-shop summary to Callodine and, at the direction of the Company Board, noted that the Company Board continued to believe that additional consideration was appropriate in order to execute a transaction. At the direction of the Company Board, representatives of PJT Partners also advised Callodine that the Company was not prepared to provide exclusivity to Callodine. Callodine agreed that a go-shop would be acceptable subject to negotiation of the terms and agreed to forego its requested exclusivity. At this time, Callodine alternatively proposed an agreement with the Company requiring the Company to notify Callodine if other bids were received.

On January 4, 2022, Callodine also delivered an indicative transaction timeline to PJT Partners indicating the goal of signing and publicly announcing the mergers shortly before the Company’s anticipated earnings announcement during the week of February 7, 2022.

On January 6, 2022, Callodine delivered a revised draft of the go-shop summary contemplating a 30-day go-shop period with a corresponding termination fee (payable by the Company) during this period of 2% of equity value, plus reimbursement of Callodine’s expenses, followed by a no-shop with a fiduciary out and a termination fee during this period equal to 4.5% of equity value, plus reimbursement of Callodine’s expenses.

Later on January 6, 2022 representatives of PJT Partners and Callodine discussed the revised draft of the go-shop summary and Callodine again requested an agreement with the Company requiring the Company to notify Callodine if other bids were received as well as a representation that the Company had not been in contact with other parties regarding a potential strategic transaction since the November 30 Letter. During such discussion, representatives of Callodine further indicated that Callodine would cease participating in negotiations if the Company used the Callodine proposal to solicit alternative transactions.

On January 11, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Representatives of Gibson Dunn reviewed the latest draft of the go-shop term sheet and an initial draft merger agreement (prepared by Gibson Dunn) with the Company Board. The Company Board agreed that the Company would forego continued negotiation of the term sheet and instead move to negotiation of the full merger agreement. Representatives of Gibson Dunn discussed with the Company Board potential approaches for principal terms thereof, including a full equity backstop from Callodine’s equity sponsor, the duration of the go-shop period, the size of termination fees as well as regulatory provisions and conditions to the closing regarding the receipt of consents from the Company’s clients for an assignment of their investment-advisory agreement as required by the potential merger transaction. Following this review of the draft merger agreement, representatives of PJT Partners reported on recent calls with representatives of Callodine, including Callodine’s request for an agreement with the Company requiring the Company to notify Callodine if the Company received other bids and a representation from the Company that the Company had not been in contact with other parties regarding a potential strategic transaction since the November 30 Letter. Representatives of PJT Partners also conveyed Callodine’s assertion that Callodine would cease participating in negotiations if the Company used the Callodine proposal to solicit alternative transactions. Following discussion, the Company Board agreed that in light of the rights the Company would have to solicit alternative acquirors during the go-shop period and that the Company was not conducting a pre-signing market check, the Company would agree to notify Callodine if alternative transaction proposals were received prior to signing a definitive merger agreement, but would not agree to provide a representation about the Company’s solicitation activities since the November 30 Letter. During executive session, the Company Board (with Mr. Mayer recused)

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discussed the timeline received from Callodine on January 4, 2022, noting the proposed timeline to negotiate post-closing employment agreements was during the week prior to closing.

Later on January 11, 2022, representatives of Gibson Dunn sent an initial draft merger agreement to Sidley Austin (as outside transaction counsel to Callodine) as well as a draft letter requiring the Company to notify Callodine if other bids were received prior to signing the merger agreement; such letter was never executed. The initial draft of the merger agreement required Callodine to deliver an equity backstop for the full purchase price and contemplated the acquisition of 100% of the outstanding shares of the Company by Callodine’s acquisition vehicle, as well as the acceleration and cash out at closing of all options and Company RSUs. The initial draft merger agreement also included a 30 day go-shop period, but allowed for the Company to have an additional 10 days thereafter to negotiate with any bidders who made a proposal during the go-shop period and included termination fees (payable by the Company) of 1.25% during the go-shop period and 3.25% after the go-shop period. The initial draft merger agreement also permitted the Company to pay cash dividends between signing and closing in the ordinary course of business.

On January 14, 2022, representatives of Gibson Dunn, PJT Partners, Sidley Austin, Callodine and Callodine’s financial advisors discussed key issues identified by Callodine and its representatives in the initial draft merger agreement. Representatives of Callodine noted that Callodine intended to structure the transaction to incorporate a rollover of equity from senior members of Company management (including Mr. Mayer, with whom it would require an employment agreement to be agreed at signing), viewed the transaction as a Rule 13e-3 “take private” transaction, intended to seek support agreements from key Company management individuals pursuant to which they would, among other things, agree to vote in favor of the merger transaction and, following the negotiation of key economic and legal terms, to seek non-competition/non-solicit agreements from these individuals. Accordingly, Callodine also intended for options and equity-based awards to be contributed into its acquisition vehicle such that they would not be cashed out at closing. Callodine also noted that an equity backstop was unacceptable given its status as a financial sponsor and it would not proceed under such structure. Among other things, representatives of Callodine also discussed their views on the go-shop and related termination fees as well as the Company’s desire to pay dividends between signing and closing.

On January 17, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Representatives of Gibson Dunn and Mr. Mayer updated the Company Board on the change in circumstances regarding Callodine’s requested management rollover and discussed protocols that would be followed in all upcoming negotiations, including that Mr. Mayer could not discuss or negotiate the terms of the merger agreement with Callodine (in light of his status as a member of management who would roll some portion of his Company equity), that all communications that were not related to the negotiation of employment and management rollover documents or due diligence matters would be at the direction of the Company Board and that management of the Company would need to retain separate counsel for the negotiation of such documentation. The Company Board also discussed Callodine’s financing structure for the merger transaction and the risk to the Company associated therewith, as well as other issues discussed on the January 14 call. The Company Board noted that before negotiating certain points it would require a full markup of the merger agreement from Callodine. During executive session, the Company Board (with Mr. Mayer recused) further discussed the issues from the January 14 call and protocols to ensure Mr. Mayer’s role on the transaction would be limited as directed by the Company Board. The Company Board (with Mr. Mayer recused) agreed that the appropriate next steps were for Mr. Mayer and Mr. Goldberg to meet together with Mr. Morrow to understand the rationale for the changes in approach.

On January 18, 2022, at the direction of the Company Board, representatives of PJT Partners reiterated to Callodine’s financial advisors the Company’s request for a higher purchase price and discussed the Company Board’s requirement of a full markup of the merger agreement. Representatives of Callodine noted that it would not increase its purchase price above $14.00 per share.

On January 20, 2022, Mr. Mayer and Mr. Goldberg together discussed with Mr. Morrow the shift in transaction structure as well as Callodine’s proposed financing arrangements for the potential transaction. Mr. Mayer then

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recused himself from the meeting. Without Mr. Mayer present, Mr. Morrow noted to Mr. Goldberg that the Company’s financial advisors continued to seek to negotiate purchase price but that Callodine would not increase its offer above $14.00 per share.

On January 26, 2022, representatives of Sidley Austin delivered to representatives of Gibson Dunn a revised draft merger agreement. The revised draft contemplated rollover agreements to be executed by all Section 16 officers (including Mr. Mayer), and noted Callodine’s expectation that each Section 16 officer would roll over at least 75% of his or her Company stock, that Mr. Mayer would enter into an employment agreement at signing of the merger agreement and that Mr. Mayer and all other directors and officers with significant shareholdings would enter into support agreements relating to the merger transaction. The revised draft also replaced the Company’s request for a full equity backstop if Callodine’s debt financing was unavailable with (i) a reverse termination fee payable by Parent to the Company if the debt financing were not available and (ii) a customary private equity buyer construct entitling the Company to specific performance to cause the closing to occur only if all of the Company’s closing conditions are satisfied, the Company is ready, willing, and able to close the transaction and the debt financing is available. The revised draft also included a 30-day go-shop period with a corresponding termination fee (payable by the Company) during this period of 1.5% of the product of (x) the fully diluted capitalization of the Company multiplied by (y) the per-share merger consideration. The revised draft also included a termination fee equal to 3.5% of the product of (x) the fully diluted capitalization of the Company multiplied by (y) the per-share merger consideration after the go-shop period. The revised draft prohibited the Company from paying dividends between signing and closing.

On January 30, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Mr. Mayer and Mr. Goldberg reported on their January 20 meeting with Mr. Morrow, and during executive session (with Mr. Mayer recused) representatives of Gibson Dunn discussed the revised draft merger agreement received from Sidley Austin and discussed countering with reverse termination fee equal to 2.5 times the termination fee payable by the Company after the expiration of the go-shop. The Company Board (with Mr. Mayer recused) also agreed to counter the 30 day go-shop period with a 40 day go-shop period and to accept the 3.5% termination fee after the go-shop period, without any additional buyer expense reimbursement, but to propose a 1.25% Company termination fee during the go-shop period. The Company Board (with Mr. Mayer recused) also agreed that the Company should seek to preserve the ability to pay ordinary course dividends between signing and closing.

On January 31, 2022, representatives of Gibson Dunn delivered a revised draft of the merger agreement to Sidley Austin reflecting the terms discussed with the Company Board.

On February 2, 2022, representatives of Gibson Dunn and Sidley Austin discussed the revised draft of the merger agreement.

On February 6, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Mr. Mayer conveyed that significant issues remained open with respect to his rollover and post-closing employment arrangements, and representatives of Gibson Dunn noted that significant issues also remained open in the merger agreement. The Company Board, Mr. Mayer and representatives of Gibson Dunn discussed due diligence matters that remained subject to continued Callodine review. During executive session, the Company Board (with Mr. Mayer recused) further discussed the open issues in the transaction documents.

On February 8, 2022, the Company reported 2021 fourth quarter and full year results for the period ended December 31, 2021.

On February 10, 2022, Mr. Mayer met with Mr. Gusky in Boca Raton, Florida to discuss Callodine’s ongoing due diligence.

On February 12, 2022, representatives of Sidley Austin delivered to representatives of Gibson Dunn a revised draft of the merger agreement. The revised draft prohibited the Company from paying dividends between signing

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and closing and required a voting support agreement from all of the Company’s Section 16 officers (including Mr. Mayer). The revised draft also required, as a condition to closing, that clients representing at least 80% of the Company’s run rate revenue and 80% of its assets under management consent to the assignment of their investment-advisory agreement as a result of the merger transaction, and further included a termination fee (payable by the Company) during the go-shop period of 1.25% of equity value, plus reimbursement of Callodine’s expenses up to a cap of $1.5 million and after the go-shop period, a termination fee of 3.5% of equity value (with no expense reimbursement).

On February 18, 2022, representatives of Callodine met with Mr. Mayer and members of the Company’s management executive committee in Rochester, New York to discuss the Company’s culture and strategy and visions for the post-closing Company.

On February 21, 2022, representatives of Sidley Austin delivered to Mr. Mayer and Morgan Lewis, counsel to management, a draft of Mr. Mayer’s post-closing employment agreement. Thereafter, Mr. Mayer also retained Pasini Law to assist him in the negotiation of his employment agreement.

On February 23, 2022, Mr. Goldberg met with Mr. Morrow to discuss Callodine’s ongoing due diligence.

On February 24, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Mr. Mayer provided an update to the Company Board on the status of negotiations on his post-closing employment documents and reported that a draft of the shareholders agreement for his ownership in the post-closing company had not yet been provided. During executive session, the Company Board (with Mr. Mayer recused) discussed potential negotiation strategies in order to expedite entry into a transaction agreement. Following further discussion, the Company Board agreed to direct Mr. Mayer to convey to Callodine the Company Board’s desire to resolve open due diligence matters and to receive a commitment from Callodine to execute a transaction agreement, debt commitment papers and employment and rollover agreements as quickly as possible. The Company Board (with Mr. Mayer recused) further noted that Mr. Mayer should discuss the open due diligence matters with Callodine to assist in resolving such matters. Representatives of Gibson Dunn also reviewed with the Company Board (with Mr. Mayer recused) the latest draft merger agreement received from Sidley Austin.

On February 24, 2022, Mr. Mayer delivered the Company Board’s message to Callodine and discussed the open due diligence matters.

On February 27, 2022, Callodine delivered a draft stockholders’ agreement and rollover documentation to Mr. Mayer and Morgan Lewis.

On March 1, 2022, Callodine delivered a draft debt commitment letter from prospective lenders for senior secured credit facilities of $120 million consisting of (A) a revolving credit facility of $20 million (for ongoing working capital and general corporate purposes of the post-closing business) and (B) a term loan facility of $100 million (to consummate the transaction).

On March 2, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Mr. Mayer provided an update on his draft employment documents and the draft debt commitment letter as well as a recent communication from Mr. Morrow to Mr. Mayer that Callodine’s due diligence was generally complete. Following discussion, the Company Board instructed Gibson Dunn to return a draft of the merger agreement to Sidley Austin.

Later on March 2, 2022, representatives of Gibson Dunn delivered a revised draft merger agreement to Sidley Austin.

On March 7, 2022, representatives of Callodine met with Mr. Mayer and other members of the Company’s management executive committee to discuss Callodine’s views of the operation of the post-closing company, including liquidity options that could be available to equityholders of the post-closing company.

On March 8, 2022, Callodine’s financial advisors delivered an issues list to representatives of PJT Partners. During a call between Callodine’s financial advisors and representatives of PJT Partners and before discussion of

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the issues list, Callodine’s financial advisors communicated that, as a result of Callodine’s recent due diligence findings, Callodine was no longer willing to pay $14.00 per share and would instead pay $12.00 per share. Later on March 8, 2022, Mr. Morrow informed Mr. Mayer of the reduced purchase price proposal.

Later on March 8, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to discuss Callodine’s proposed price reduction. During executive session, the Company Board (with Mr. Mayer recused) discussed potential next steps, including continuing negotiations with Callodine, soliciting additional third-party interest in parallel with the Callodine negotiations and stopping negotiations with Callodine altogether. The Company Board (with Mr. Mayer recused) agreed it was necessary to get additional information from Callodine to evaluate the rationale for the proposed price reduction and discern whether there was an opportunity for Callodine to increase the purchase price from $12.00 per share.

On March 14, 2022, Mr. Goldberg discussed with Mr. Morrow the rationale for Callodine’s proposed price reduction. Mr. Morrow indicated that the price reduction was the result of Callodine’s recent financial due diligence findings regarding Q1 2022 market and financial performance, including, among others, that the Company’s expenses were growing faster than revenues, that volatile market performance was negatively impacting the Company’s investment performance (thereby negatively impacting its revenues), as well as unexpected cash balance factors such as the Company’s estimated uses of cash in the first half of 2022, and that the price reduction was unrelated to negotiations related to rollover agreements or employment agreements.

Later on March 14, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to receive an update regarding Mr. Goldberg’s meeting with Mr. Morrow earlier that same day. During executive session, the Company Board (with Mr. Mayer recused) agreed that representatives of PJT Partners should meet with Callodine and its representatives to further understand Callodine’s analysis leading to the proposed price reduction.

On March 16, 2022, at the direction of the Company Board, representatives of PJT Partners discussed Callodine’s rationale for the proposed price reduction with representatives of Callodine and its financial advisors.

On March 18, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to receive an update regarding PJT Partners’ discussion with Callodine and its financial advisors. Representatives of PJT Partners reviewed each of the items identified by Callodine as contributing to its proposed purchase price reduction. Representatives of PJT Partners also summarized the perspective of Company management regarding the total value impact of the items noted by Callodine. Representatives of Gibson Dunn reviewed with the Company Board (with Mr. Mayer recused) the open items from a business issues list previously circulated by Callodine’s advisors and discussed fiduciary duties of the Company Board in the context of the potential transaction. During executive session, following discussion, the Company Board (with Mr. Mayer recused) instructed PJT Partners to counter the $12 per-share offer price with a price of $13.50 per share, plus the continued ability of the Company to pay dividends in the ordinary course of business during the pre-closing period. The Company Board (with Mr. Mayer recused) agreed that it would instruct PJT Partners to make a proposal on the remaining core transaction terms in order to help ensure that upon reaching a resolution on price a deal could be quickly agreed without any further renegotiation. Accordingly, the Company Board (with Mr. Mayer recused) agreed that the Company would propose a Company Termination Fee of 1.25% of implied equity value during the go-shop period (without further expense reimbursement obligations) and 3.5% after the go-shop period (without further expense reimbursement obligations), a Parent Termination Fee of 7% of implied equity value and the removal of all closing conditions from the merger agreement relating to client consents (e.g., any run rate revenue- and AUM-based closing conditions).

On March 19, 2022, representatives of PJT Partners, as directed by the Company Board, communicated the counterproposal to Callodine.

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On March 22, 2022, Callodine delivered a letter (the “March 22 Letter”) to the Company Board stating that Callodine was now prepared to pay a maximum of $12.85 per share to acquire the Company, but would prohibit the Company from paying dividends between signing and closing. Callodine also indicated it would require closing conditions that clients representing at least 75% of the Company’s run rate revenue and 75% of its assets under management consent to the assignment of their investment-advisory agreement as a result of the merger transaction, and a proposed termination fee of 1.25% of equity value during the go-shop period, plus reimbursement of Callodine’s expenses up to a cap of $1.0 million. The March 22 Letter also proposed a termination fee of 3.5% of equity value after the go-shop period and a Parent termination fee equal to 5.25% of equity value.

On March 23, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to discuss the March 22 Letter. During executive session, the Company Board (with Mr. Mayer recused) instructed PJT Partners to make a counterproposal of $13.10 per share, with the Company permitted to pay dividends between signing and closing.

Following the meeting representatives of PJT Partners, as directed by the Company Board, communicated the counterproposal to Callodine. Representatives of Callodine noted that $12.85 per share with the continued ability to pay dividends between signing and closing was a best and final offer and that Callodine would abandon the transaction if that proposal was unacceptable. Callodine also requested responses to the other transaction terms proposed in the March 22 letter.

Later on March 23, 2022, the Company Board met again with representatives of Company management and representatives of Gibson Dunn and PJT Partners. During executive session, the Company Board (with Mr. Mayer recused) agreed that it would accept $12.85 per share with the continued ability to pay dividends between signing and closing. The Company Board (with Mr. Mayer recused) also instructed PJT Partners to accept the 75% run rate revenue and AUM closing conditions, a termination fee of 1.25% during the go-shop and 3.5% thereafter (without, in each case, any expense reimbursement) and a Parent termination fee of 6%.

Following the meeting, representatives of PJT Partners discussed the Company Board’s positions with representatives of Callodine. At that time, Callodine agreed to each of the proposals from the Company Board and agreed to work expeditiously towards executing a merger agreement.

Between March 24, 2022 and March 31, 2022, Sidley Austin and Gibson Dunn continued to negotiate the merger agreement, an equity commitment letter and related documentation and Sidley Austin, Morgan Lewis and Pasini Law continued to negotiate the post-closing employment and rollover documentation for Mr. Mayer.

On March 26, 2022, representatives of Company management, PJT Partners and Morgan Lewis met with Callodine and representatives of Sidley Austin to discuss outstanding issues in the employment and rollover documentation, including the provisions regarding governance and liquidity options available to equityholders of the post-closing company.

On March 28, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners to receive an update on the status of the negotiations of the merger agreement and the employment and rollover-related documents for Mr. Mayer.

On March 31, 2022, the Company Board met with representatives of Company management and representatives of Gibson Dunn and PJT Partners. Mr. Mayer noted that Mr. Pettinella was unable to attend the meeting but that representatives of PJT Partners would separately review its financial analyses in connection with the proposed transaction with Mr. Pettinella following the meeting. PJT Partners and Mr. Pettinella did so prior to the meeting of the Company Board taking place later that day. Representatives of Gibson Dunn provided the Company Board a summary of the proposed employment and rollover arrangements between Mr. Mayer and Callodine, as well as a summary of the proposed support agreements to be entered into by several members of Company management and a summary of the merger agreement.

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Later on March 31, 2022, the Company Board (with Mr. Mayer) met with representatives of Gibson Dunn and PJT Partners to further discuss the proposed final terms of the merger agreement and related documentation, including the support agreements and the rollover and employment agreements with Mr. Mayer. PJT Partners provided a presentation to the Company Board regarding Callodine’s proposal and the financial terms thereof. At the request of the Company Board, representatives of PJT Partners reviewed its financial analyses in connection with the proposed transaction. At the request of the Company Board, representatives of PJT Partners then rendered its oral opinion to the Company Board (which was subsequently confirmed in writing) that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the merger consideration to be received by the holders of Company common stock (other than holders of Rollover Shares) in the transaction was fair to such holders, from a financial point of view. The full text of PJT Partners’ written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, is attached as Annex D. Representatives of Gibson Dunn reviewed fiduciary duties of the Company Board under applicable law and reviewed the provisions of the proposed merger agreement, which previously had been provided to the disinterested members of the Company Board together with a summary thereof. After careful consideration of various reasons to approve the merger agreement and the transactions contemplated thereby, including the company merger, and certain countervailing factors, the Company Board (with Mr. Mayer) declared that the merger agreement and the transactions contemplated thereby, including the company merger, were advisable, fair to and in the best interests of the Company and its stockholders generally, and approved the form, terms and provisions of the merger agreement and authorized the Company to enter into the merger agreement and ancillary agreements and perform each of its obligations thereunder and recommended that stockholders adopt the merger agreement. Representatives of PJT Partners then discussed with the Company Board the go-shop process, including each of the parties that PJT Partners planned to contact during the process, which list of proposed go-shop participants was prepared in consultation with Company management and included feedback from prior discussions with the Company Board.

The Company entered into the Merger Agreement shortly thereafter, on March 31, 2022, and publicly announced the transaction on April 1, 2022.

On April 1, 2022, in accordance with the go-shop provisions in the Merger Agreement, representatives of PJT Partners began contacting parties on behalf of the Company. During the go-shop period, representatives of PJT Partners contacted 38 parties consisting of 29 strategic acquirors and 9 financial sponsors. Of such contacted parties, one private equity firm executed a non-disclosure agreement with the Company, which did not include a standstill provision. The go-shop period ended without any party submitting an acquisition proposal.

Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger

The Company Board evaluated, with the assistance of its legal and financial advisors, the merger agreement and the mergers and, on March 31, 2022, with Mr. Mayer recused from the meeting, the Company Board determined on behalf of the Company that the merger agreement, the company merger and the other transactions contemplated thereby, were fair, advisable and in the best interests of the Company and its unaffiliated stockholders, approved the company merger and the other transactions contemplated by the merger agreement and recommended that the Company’s unaffiliated stockholders adopt the merger agreement.

In considering the recommendations of the Company Board (other than Mr. Mayer, who recused himself from the meeting at which such determination was made) with respect to the company merger, you should be aware that executive officers and directors have certain interests in the company merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in evaluating the merger agreement and the transactions contemplated thereby, including the company merger and in making its decision to adopt and approve the merger

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agreement and the transactions contemplated thereby, including the company merger. For more information about these interests, refer to the section entitled “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.” The Company Board (other than Mr. Mayer, who recused himself from the meeting at which such determination was made) believes that the merger agreement and the transactions contemplated thereby, including the company merger, are fair to the Company unaffiliated stockholders.

In the course of making the determination and recommendation (with Mr. Mayer recused) described above, the members of the Company Board considered the following factors in favor of the merger agreement, the company merger and the other transactions contemplated thereby, each of which the members of the Company Board believed supported their decision to approve the merger agreement, the company merger and the other transactions contemplated thereby:

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In its evaluation, the Company Board did not consider the relationship between the merger consideration of $12.85 per common share and the prices at which the Company had repurchased shares pursuant to its share

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repurchase programs or the prices at which Mr. Mayer had acquired shares in the last two years; however, if the Board had considered these metrics, it would have noted that over the past two years, the price per share of the Company’s share repurchases have ranged from $6.4979 to $9.5000, with an average price per share over that period equal to $7.55 per share, which is significantly below the merger consideration of $12.85 per share, and Mr. Mayer’s acquisitions were at prices below the high-end of the share repurchase range. The Company Board did note that the merger consideration represented a 25% premium to the Company’s 52-week trading high prior to entering into the merger agreement.

In evaluating the merger agreement and the transactions contemplated thereby, including the company merger, and making the decisions, determinations and recommendations described above, the Company Board (with Mr. Mayer recused) considered, among other things, a number of procedural safeguards that they believed were and are present in the merger agreement to ensure the fairness thereof and the transactions contemplated thereby, including the company merger, and to permit the Company Board (with Mr. Mayer recused) to represent effectively the interests of the stockholders. These procedural safeguards include, among other things, the following, which are not intended to be exhaustive and are not presented in any relative order of importance:

In evaluating the merger agreement and the transactions contemplated thereby, including the company merger, and making the decisions, determinations and recommendations described above, the Company Board (other than Mr. Mayer, who was recused from the meeting at which such determination was made) also considered, among other things, certain countervailing factors, including the following uncertainties, risks and other potentially negative factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Company Board (other than Mr. Mayer who was recused from the meeting at which such determination was made) concluded that, overall, the potentially positive factors outweighed the uncertainties, risks and potentially negative factors relevant to the merger agreement and the transactions contemplated thereby, including the mergers. Accordingly, the Company Board (other than Mr. Mayer who was recused from the meeting at which such determination was made) determined that the merger agreement and the transactions contemplated thereby, including the company merger are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders.

In the course of evaluating the merger agreement and the transactions contemplated thereby, including the company merger, and making the decisions, determinations and recommendations described above, the Company Board (other than Mr. Mayer who was recused) did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and as such considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Company Board (other than Mr. Mayer who was recused) did not consider liquidation value to be a relevant factor. Further, the Company Board (other than Mr. Mayer who was recused) did not consider the Company’s net book value, which is an accounting concept, as a factor because it believes (i) that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and (ii) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in that industry. The Company Board believes that the trading price of the Company common stock represents the best available indicator of the Company’s going concern value; and that to the extent the pre-merger going concern value was reflected in the pre-announcement per share price of the Company common stock, the per share merger consideration of $12.85 represented a premium to the going concern value of the Company.

In addition, the Company Board (other than Mr. Mayer who was recused) considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward looking matters, as well as by considering the discounted cash flow analysis presented by PJT Partners to the Company Board, as more fully described below in the section entitled “Special Factors—Opinion of the Company’s Financial Advisor”. The full text of the written Opinion of the Company’s Financial Advisor is attached as Annex D to this proxy statement.

Accordingly, the Company Board recommends that you vote “FOR” the merger agreement proposal, to approve and adopt the merger agreement and the transactions contemplated thereby, including the company merger, at the special meeting.

The Company Board is not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than a filing person in the two (2) years preceding the signing of the merger agreement.

The foregoing discussion is not exhaustive, but is intended to summarize the material information and factors considered by the Company Board in their consideration of the merger agreement and the transactions contemplated thereby, including the company merger. The Company Board (other than Mr. Mayer who was

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recused from the meeting at which such decision was made) reached the decision to approve the entry into the merger agreement and recommend its adoption by the Company’s stockholders in light of the factors described above and other factors that the Company Board believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Company Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, each of the members of the Company Board (other than Mr. Mayer who was recused) may have given different weight to different factors. The Company Board conducted an overall review of the factors described above, including through discussions with the Company’s management and the Company’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, their decisions, determinations and recommendations.

ended 2022 - 2026, respectively; (2) annual market appreciation of 4.8%; (3) annual revenue as a percentage of average assets under management of 67 to 68 basis points; and (4) targeted annual compensation expense as a percentage of revenue of 52-53%. The forecasts were prepared on the basis that the Company would remain an independent, standalone public company, and did not contemplate the mergers. We believe the assumptions that our management used as a basis for this projected financial information were reasonable at the time our management prepared these forecasts, given the information our management had at the time. Important factors that may affect actual results and cause these forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, the regulatory environment, the impact of the COVID-19 pandemic, general business and economic conditions and other factors described or referenced under “Cautionary Statement Concerning Forward-Looking Information.” In addition, the Company forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Company forecasts were prepared. Accordingly, there can be no assurance that these forecasts will be realized or that the Company’s future financial results will not materially vary from these forecasts.

Accordingly, there can be no assurance that these forecasts will be realized or that the Company’s future financial results will not materially vary from these forecasts.

No one has made or makes any representation to any stockholder regarding the information included in the Company forecasts set forth below. Readers of this proxy statement are cautioned not to place undue reliance on the projected financial information contained in the Company forecasts. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such forecasts were made. We have not updated and, unless required by law, do not intend to update, or otherwise revise, the Company forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based are shown to be in error. We have made no representation to Callodine, Parent or merger subs in the merger agreement concerning these forecasts.

The Company forecasts are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Cautionary Statement Concerning Forward-Looking Information.”

The following is a summary of the Company forecasts provided to the Company Board and PJT:

Note:    Levered free cash flows for the Company were calculated by PJT Partners based on the Company forecasts, and approved by Company management for use by the Company’s financial advisors for purposes of their respective opinions and financial analyses. PJT Partners calculated the estimated levered free cash flows for the Company, based on information provided by Company management, as Net Operating Profit After Tax plus depreciation and amortization, less capital expenditures, less changes in working capital, for calendar years 2022 (representing second through fourth quarter 2022) through 2026 in the amounts of $46, $33, $37, $41 and $47 million, respectively.

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Opinion of the Company’s Financial Advisor

PJT Partners was retained by the Company to act as its financial advisor in connection with the mergers and, upon the Company’s request, to render a fairness opinion to the Company Board in connection therewith. The Company selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of the Company’s industry and its knowledge and understanding of the business and affairs of the Company.

At a meeting of the Company Board on March 31, 2022, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated March 31, 2022, to the Company Board to the effect that, as of such date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the merger consideration to be received by the holders of the Shares (as defined in the merger agreement) (other than holders of Rollover Shares (as defined in the merger agreement)) was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the Company Board, dated March 31, 2022, is attached as Annex B to this proxy statement and incorporated herein by reference. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Company Board and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read PJT Partners’ written opinion carefully and in its entirety. PJT Partners provided its opinion to the Company Board, in its capacity as such, in connection with and for purposes of its evaluation of the mergers only and PJT Partners’ opinion does not constitute a recommendation as to any action the Company Board should take with respect to the mergers or how any Company stockholder should vote or act with respect to the mergers or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion. PJT Partners has consented to the disclosure of its opinion and analyses.

In arriving at its opinion, PJT Partners, among other things:

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In preparing its opinion, with the consent of the Company Board, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the Company Board, that the Projections and the assumptions underlying the Projections, and all other financial analyses, estimates and forecasts provided to PJT Partners by Company management, were reasonably prepared in accordance with industry practice and represent Company management’s best then currently available estimates and judgments as to the business and operations and future financial performance of the Company. PJT Partners assumed no responsibility for and expressed no opinion as to the Projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the management of the Company. PJT Partners also assumed that there were no material changes in the assets, financial condition, results of operations, business or prospects of the Company since the respective dates of the last financial statements made available to PJT Partners. PJT Partners relied, with the consent of the Company Board, on Company management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of the Company. PJT Partners further relied, with the consent of the Company Board, upon the assurances of the management of the Company that they were not aware of any facts that would make the information, including the Projections, provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification and it does not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of the Company. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of the Company under any applicable laws.

PJT Partners also assumed, with the consent of the Company Board, that the final executed form of the merger agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the mergers would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or Parent or the contemplated benefits of the mergers. PJT Partners did not express any opinion as to any tax or other consequences that might result from the mergers, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that the Company obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters.

PJT Partners did not express any opinion as to the fairness of the LLC merger consideration (as defined in the merger agreement) to be paid to the holders of the Group LLC units in connection with the LLC Merger or any consideration to be received by holders of Rollover Shares. In arriving at its opinion, PJT Partners was not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving the Company or its assets. PJT Partners did not consider the relative merits of the mergers as compared to any other business plan or opportunity that might be available to the Company or the effect of any other arrangement in which the Company might engage and PJT Partners’ opinion did not address the underlying decision by the Company to engage in the mergers. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the holders of the Shares of the merger consideration to be received by such holders (other than holders of Rollover Shares) in the mergers,

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and PJT Partners’ opinion did not address any other aspect or implication of the mergers, the merger agreement, or any other agreement or understanding entered into in connection with the mergers or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the mergers to the holders of any other class of securities (including to the holders of Group LLC Units), creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the mergers. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of Shares or otherwise. PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of its opinion. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the Shares will trade at any time. The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures.

PJT Partners’ advisory services and opinion were provided to the Company Board, in its capacity as such, in connection with and for the purposes of its evaluation of the mergers only and the opinion does not constitute a recommendation as to any action the Company Board should take with respect to the mergers or any aspect thereof. PJT Partners’ opinion does not constitute a recommendation to any holder of the Shares (including any holder of Rollover Shares) as to how any stockholder should vote or act with respect to the mergers or any other matter.

Summary of PJT Partners’ Financial Analyses

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the Shares but rather made its determination as to fairness, from a financial point of view, to the holders of the Shares (other than holders of Rollover Shares) of the merger consideration to be received by such holders pursuant to the merger agreement on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the mergers. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Company Board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the mergers. None of the Company, the Company Board, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Projections and other financial information prepared and furnished to PJT Partners by or at the direction of the management of the Company and

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approved for PJT Partners’ use by the management of the Company. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed for the Company as of March 29, 2022 (which was the second to last full trading day for the Shares prior to the date of delivery PJT Partners’ opinion), and is not necessarily indicative of current or future market conditions. Calculations of implied per share equity values were rounded to the nearest $0.25. The detail underlying the fully diluted share count for the Company used below was provided by Company management.

Selected Comparable Company Analysis

PJT Partners reviewed and compared specific financial, operating and public trading data relating to the Company with similar information for twelve (12) selected publicly-traded small and mid-size capitalization asset management companies (“SMID”) and wealth management companies that PJT Partners deemed comparable to the Company. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per Company share on a standalone basis, in each case by reference to these companies. The selected comparable companies in the SMID industry were Janus Henderson, Cohen & Steers, CI Financial, Artisan Partners, Federated Hermes and WisdomTree Investments and the selected comparable companies in the wealth management industry were Raymond James, LPL Financial, Stifel, Focus Financial Partners, Blucora and Silvercrest.

As part of its selected comparable company analysis, PJT Partners calculated and analyzed certain ratios and multiples, including: (i) total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity investments) (“TEV”) as a multiple of EBITDA for fiscal years ending in 2022 and 2023 (“TEV / EBITDA”) and (ii) the price to earnings ratio for fiscal years ending in 2022 and 2023 (“P / E”).

All of these calculations were performed and based on publicly available financial data and on closing share prices for each comparable company as of March 29, 2022. The median results of this selected comparable company analysis are summarized below:

PJT Partners, based on its professional judgment, selected the comparable companies because PJT Partners believed their businesses, operating and public trading profiles are reasonably similar to those of the Company. However, because of the inherent differences between the businesses, operations and prospects of the Company and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the public trading histories, businesses, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company, as applicable, and the companies included in the selected comparable company analysis.

Based upon these judgments, PJT Partners selected a P / E multiple range of 7.0x to 9.0x for estimated 2022E net income for the Company, on a standalone basis. PJT Partners then applied this range to the Company’s estimated fiscal year 2022 net income based on the Projections, added the present value of certain net tax savings and

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divided by the Company’s implied fully diluted Share count based on the Shares outstanding as of March 30, 2022, all as provided by management of the Company, to calculate a range of implied prices of $7.50 to $9.50 per Share on a standalone basis. Also based upon these judgments, PJT Partners also selected a TEV / EBITDA multiple range of 4.5x to 6.5x for estimated 2022E EBITDA for the Company, on a standalone basis. PJT Partners then applied this range to the Company’s estimated fiscal year 2022 EBITDA based on the Projections, added the Company’s estimated March 31, 2022 estimated cash, cash equivalents, short-term investments and present value of certain net tax savings and subtracted the Company’s estimated March 31, 2022 debt balance, and divided the result by the Company’s implied fully diluted Share count based on the Shares outstanding as of March 30, 2022, all as provided by management of the Company, to calculate a range of implied prices of $9.25 to $12.25 per Share on a standalone basis.

PJT Partners then compared these ranges of implied value per Share with the offer price of $12.85 per Share in the transaction and the 30-day VWAP, as of March 29, 2022, of $8.44 per Share.

For each precedent transaction, PJT Partners reviewed (i) the TEV of the target company in the transaction based upon the consideration payable in the transaction as a multiple of the target company’s EBITDA for the last twelve months (which we refer to as “TEV / LTM EBITDA”) and (ii) the price per share of the target company’s capital stock as a multiple of the target company’s earnings per share for the last twelve months (which we refer to as “P / LTM E”). Estimated financial data of the selected transactions were based on publicly available information.

The average and median results of this selected precedent merger analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis, which PJT Partners discussed with the Company Board. In addition, certain of the selected precedent transactions occurred during periods in which financial, economic and market conditions were different from those in existence as of the date

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of PJT Partners’ opinion. Accordingly, PJT Partners believed, and discussed with the Company Board, that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the mergers. PJT Partners therefore made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the mergers that would affect the acquisition values of the selected target companies and the Company.

After reviewing the above analyses, PJT Partners selected a P / E multiple range of 8.0x to 11.0x, and applied such range to the Company’s estimated LTM net income as of March 31, 2022 based on the Projections to calculate a range of implied values per Share for the Company as of March 29, 2022. PJT Partners also selected a TEV / EBITDA multiple range of 6.0x to 8.0x, and applied such range to the Company’s estimated LTM EBITDA as of March 31, 2022 based on the Projections to calculate a range of implied values per Share for the Company as of March 29, 2022.

The following table summarizes the result of these calculations:

PJT Partners compared these ranges of implied value per Share with the offer price of $12.85 per Share in the transaction and the 30-day VWAP, as of March 29, 2022, of $8.44 per Share.

Discounted Cash Flow to Equity Analysis

In order to estimate the present value of a Share, PJT Partners performed a discounted cash flow to equity analysis of the Company. A discounted cash flow to equity analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated equity value of the Company using the discounted cash flow to equity method, PJT Partners discounted the Company’s projected levered free cash flows for the period Q2 through Q4 2022, through fiscal year end 2026 based on the Projections to present value at March 31, 2022, using a range of selected discount rates. PJT Partners selected a range of after-tax discount rates of 18% to 22% based on its analysis of the weighted average cost of capital of the Company as of March 31, 2022. The residual value of the Company at the end of the projection period, or terminal value, was estimated by applying a perpetuity growth rate range of 3.5% to 4.5% to the Company’s 2026E levered free cash flow. PJT Partners then calculated a range of implied equity values per Share by adding the present value of certain net tax savings (approximately $(0.8) million as provided by Company management) and dividing such amount by the implied fully diluted number of the Shares based on the Shares as of March 29, 2022, all as provided by management of the Company, to derive a range of implied value per Share on a standalone basis of $10.00 to $13.00. PJT Partners compared this range of implied value per Share with the offer price of $12.85 per Share in the transaction and the 30-day VWAP, as of March 29, 2022, of $8.44 per Share.

PJT Partners also performed a discounted cash flow to equity analysis, which was not part of its financial analyses in connection with rendering its opinion, but was referenced solely for informational purposes. PJT Partners assumed 0.0% revenue growth and constant EBITDA margins for the period Q2 through Q4 2022 through fiscal year end 2026 based on the Projections to present value at March 31, 2022, using a range of selected discount rates.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction. The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations between the Company, Parent and the Merger Subs, rather than PJT Partners, and the decision to enter into the merger agreement was solely that of the Company, Parent and the Merger Subs.

PJT Partners prepared these analyses for purposes of providing its opinion to the Company Board as to the fairness, from a financial point of view, as of the date of the written opinion of PJT Partners, to the holders of the Shares (other than holders of Rollover Shares), of the merger consideration to be received by such holders pursuant to the mergers. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, PJT Partners or any other person assumes responsibility if future results are materially different from those forecasts.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Company selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the financial services industry specifically.

PJT Partners is acting as financial advisor to the Company in connection with the mergers. As compensation for its services in connection with the mergers, PJT Partners is entitled to receive from the Company a $1.0 million opinion fee, which became payable upon the delivery of PJT Partners’ opinion to the Company Board and is creditable against a transaction fee payable and contingent upon the closing of the mergers. Upon the closing of the mergers, PJT Partners is entitled to receive a transaction fee of $3.75 million. The Company has also agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners’ and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to the Company, Parent or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of its written opinion, PJT Partners has not received fees from the Company or Parent for any such services.

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Position of the Callodine Filing Persons as to the Fairness of the Company Merger

Under SEC rules governing Rule 13e-3 “going-private” transactions, each of James Morrow, Aggregator, Callodine, TopCo, Parent, Corp Merger Sub and LLC Merger Sub (the “Callodine Filing Persons”) is required to express its beliefs as to the fairness of the proposed merger to the Company’s “unaffiliated security holders” as defined under Rule 13e-3 of the Exchange Act. The company merger is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Callodine Filing Persons may be deemed to be affiliates of the Company under SEC rules governing “going-private” transactions. The Callodine Filing Persons are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Callodine Filing Persons as to the fairness of the proposed merger are not intended and should not be construed as a recommendation to any shareholder of the Company as to how to vote on the proposal to approve the merger agreement. The Callodine Filing Persons have interests in the merger that are different from those of the other shareholders of the Company by virtue of their continuing interests in the surviving company after the consummation of the merger. These interests are described under “Special Factors—Purposes and Reasons of the Callodine Filing Persons for the Company Merger.”

The Callodine Filing Persons believe the interests of the unaffiliated stockholders were represented by the Company Board, which negotiated the terms and conditions of the mergers and the merger agreement on behalf of the Company and its stockholders, with the assistance of the Company Board’s financial and legal advisors. The Callodine Filing Persons attempted to negotiate a transaction that would be most favorable to them, and not to the unaffiliated shareholders and, accordingly, did not negotiate the merger agreement with a goal of obtaining terms that were substantively and procedurally fair to such unaffiliated shareholders. The Callodine Filing Persons did not participate in the deliberations of the Company Board regarding the company merger, and did not receive advice from the legal or other advisors of the Company as to the fairness of the company merger to the unaffiliated shareholders. The Callodine Filing Persons did not perform, or engage a financial advisor to perform, any independent valuation or other analysis for the purpose of assessing the fairness of the company merger to the unaffiliated stockholders.

Based on their knowledge and analysis of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Company’s board of directors discussed in “Special Factors—Purposes and Reasons of the Company for the Company Merger” of this proxy statement (which considerations and findings are adopted by the Callodine Filing Persons solely for the purposes of making the statements in this section), the Callodine Filing Persons believe the proposed merger is substantively and procedurally fair to the unaffiliated shareholders based upon their knowledge of the Company and on substantially the same factors considered, by, and the findings of, the Company Board with respect to the fairness of the company merger. See “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”. The Callodine Filing Persons agree with the analyses, determinations and conclusions of the Company Board described under “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger,” based on the reasonableness of these determinations and conclusions, which the Calldine Filing Persons adopt.

The foregoing discussion of the information and factors considered and given weight by the Callodine Filing Persons in connection with the fairness of the merger agreement and transactions contemplated thereby, including the company merger, is not intended to be exhaustive but is believed to include all material factors considered by them. The Callodine Filing Persons did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the merger agreement and transactions contemplated thereby, including the company merger. Rather, they made their fairness determinations after considering all of the foregoing as a whole. The Callodine Filing Persons believe these factors provide a reasonable basis upon which to form their belief that the company merger is fair to the unaffiliated stockholders. This belief should not, however, be construed as a recommendation to any Company

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stockholder to adopt the merger agreement. The Callodine Filing Persons do not make any recommendation as to how stockholders of the Company should vote their shares of Company common stock relating to the company merger.

Position of Mr. Mayer as to the Fairness of the Company Merger

Under the SEC rules governing Rule 13e-3 “going-private” transactions, Mr. Mayer, as a Rollover Holder, may be deemed to be an affiliate of the Company and, therefore, also required to express beliefs as to the fairness of the proposed company merger to the Company’s “unaffiliated security holders” as defined under Rule 13e-3 of the Exchange Act. The company merger is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Mr. Mayer is making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The view of Mr. Mayer should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the merger agreement. As described below, Mr. Mayer believes that the company merger is fair to the unaffiliated stockholders on the basis of the factors described under “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company Board; Fairness of the Company Merger,” “—Opinion of the Company’s Financial Advisor,” “—Position of the Callodine Filing Persons as to the Fairness of the Company Merger,” and “—Purposes and Reasons of the Callodine Filing Persons for the Company Merger.”

Mr. Mayer did not participate in the deliberations of the Company Board regarding the company merger, and did not receive advice from the legal or other advisors of the Company as to the fairness of the company merger. As disclosed under “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers,” Mr. Mayer has interests in the company merger both the same as those of the unaffiliated security holders by virtue of the expected receipt of the merger consideration for a portion of the Rollover Holder’s equity interests in the Company upon completion of the mergers, and not identical to those of the unaffiliated security holders by virtue of (1) Mr. Mayer’s ability to roll over a portion of his ownership stake in the post-closing Company (such rollover being valued with the same per share valuation of the shares of Company common stock used to determine the merger consideration) in exchange for a continuing ownership stake in Parent, (2) Mr. Mayer’s eligibility to potentially receive either a cash payment or the issuance of additional shares of TopCo common stock, in TopCo’s sole discretion, under his rollover-bonus-opportunity letter agreement, and (3) Mr. Mayer’s continuing leadership role in the post-closing Company (the “Surviving Corporation”) as its Chief Executive Officer, including the terms of the new employment agreement with Mr. Mayer to be effective upon the effective time of the merger, which provides for (among other things) a base salary of $600,000 per annum, eligibility to receive a cash bonus with a target range for 2022 of between $3,000,000 to $3,500,000 and a portion of which is guaranteed based on the number of days in 2022 occurring prior to the closing of the mergers, and eligibility to participate in health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to satisfaction of all applicable eligibility conditions of such plans. Mr. Mayer’s employment agreement also provides that if Mr. Mayer’s employment is terminated by the post-closing Company without cause, or if Mr. Mayer resigns for good reason then subject to Mr. Mayer’s execution of a release of claims in favor of the Company and compliance with his post-termination obligations to the Company, Mr. Mayer will receive cash severance in the amount of $5 million payable over the two-year period following the termination date, plus 60% of the guaranteed portion of the cash bonus for 2022 if not yet paid, and accelerated vesting of all unvested equity awards granted to Mr. Mayer pursuant to the merger agreement. In addition, the employment agreement provides for up to 40% of each annual cash bonus award to be deferred and paid in the form of a vested award pursuant to the Company’s deferred incentive compensation program and/or one or more employer equity instruments. While Mr. Mayer is a current officer of the Company and chairman and member of the Company Board, because of his participation in the transaction as described under the section captioned “Summary Term Sheet—Interests of Executive Officers and Directors of the Company in the Mergers” he recused himself from the Company Board’s determination on the merger and its related transactions and did not participate in the related Company Board vote and approval. For these reasons, Mr. Mayer does not believe that his interests in the company merger influenced the decision of the Company Board with respect to the merger agreement or the merger.

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The unaffiliated stockholders were represented by the Company Board, which negotiated the terms and conditions of the mergers and the merger agreement on behalf of the Company, with the assistance of the Company Board’s financial and legal advisors. The Company Board approved the terms and conditions of the mergers and the merger agreement (with Mr. Mayer recused from the Company Board’s determination in respect thereof, and not participating in the related Company Board vote and approval due to his involvement in the transaction as outlined in the precedent paragraph). Accordingly, Mr. Mayer has not performed, or engaged a financial advisor to perform, any independent valuation or other analysis for the purpose of assessing the fairness of the company merger to the unaffiliated stockholders. Mr. Mayer believes, however, that the company merger is substantively and procedurally fair to the unaffiliated stockholders based upon his knowledge of the Company and on substantially the same factors considered by, and the finding of, the Company Board (other than Mr. Mayer) with respect to the fairness of the company merger to the unaffiliated stockholders. See “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”. Mr. Mayer agrees with the analyses, determinations and conclusions of the Company Board described under “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger,” based on the reasonableness of these determinations and conclusions, which Mr. Mayer adopts.

The foregoing discussion of the information and factors considered and given weight by Mr. Mayer in connection with the fairness of the merger agreement and transactions contemplated thereby, including the company merger, is not intended to be exhaustive but is believed to include all material factors considered by him. Mr. Mayer did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching his position as to the fairness of the merger agreement and transactions contemplated thereby, including the company merger. Rather, he made his fairness determinations after considering all of the foregoing as a whole. Mr. Mayer believes these factors provide a reasonable basis upon which to form his belief that the company merger is fair to the unaffiliated stockholders. This belief should not, however, be construed as a recommendation to any Company stockholder to adopt the merger agreement. Mr. Mayer does not make any recommendation as to how stockholders of the Company should vote their shares of Company common stock relating to the company merger.

Purposes and Reasons of the Company for the Company Merger

The purpose of the company mergers for the Company is to enable its stockholders to realize the value of their investment in the Company through their receipt of the per share merger consideration of $12.85 in cash, without interest and less any applicable withholding taxes, representing a premium of approximately 41% to the closing market price of the Company common stock on March 31, 2022, the last trading day prior to the announcement of the Company’s entry into the merger agreement. The Company has determined to undertake the company merger at this time based on the analyses, determinations and conclusions of the Company Board described in detail above under “—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger.”

Purposes and Reasons of the Callodine Filing Persons for the Company Merger

Under the SEC rules governing Rule 13e-3 “going-private” transactions, the Callodine Filing Persons may be deemed to be affiliates of the Company, and, therefore, they are required to express their purposes and reasons for the company merger to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Callodine Filing Persons are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The views of each of the Callodine Filing Persons should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the merger agreement.

For the Callodine Filing Persons the primary purpose of the mergers is to allow Callodine to indirectly own equity interests in the Company and to bear the rewards and risks of such ownership after the mergers are

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completed and the shares of Company common stock cease to be publicly traded. The Callodine Filing Persons believe that structuring the transaction as a merger is preferable to other transaction structures (such as a tender offer) because it (i) will enable Callodine to indirectly acquire all of the Company’s outstanding shares at the same time, (ii) will allow the Company to cease (immediately, as of the closing of the mergers) to be a publicly registered and reporting company, (iii) represents an opportunity for the unaffiliated stockholders (other than the Rollover Holders with respect to the rollover shares) to receive the merger consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the merger agreement and (iv) allows the Rollover Holders to maintain a portion of their investment in the post-closing Company through direct ownership in TopCo. The Callodine Filing Persons did not consider any other alternative transaction structures or other alternative means to accomplish the foregoing purposes.

Purposes and Reasons of Mr. Mayer for the Company Merger

Under the SEC rules governing 13e-3 “going-private” transactions, Mr. Mayer may be deemed to be an affiliate of the Company, and, therefore, he is required to express his purposes and reasons for the company merger to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. Mr. Mayer is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The views of Mr. Mayer should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the merger agreement.

Mr. Mayer has served as the Company’s Chairman of the Board since July 30, 2020 and Chief Executive Officer since January 2019. Representatives of Callodine indicated they were not prepared to move forward with a proposed transaction without a rollover of existing company common stock from Mr. Mayer. As a result, Mr. Mayer eventually agreed to enter into the rollover agreement because he believed that the overall benefits of the Company merger outweighed the detriments to him associated with the rollover agreement, including the potential lack of liquidity Mr. Mayer will have in the equity of TopCo, the control of TopCo by Callodine, and the increased risk associated with the debt leverage contemplated for the Company by Callodine after closing. In determining to enter into the rollover agreement, Mr. Mayer also considered the confidence he has in the existing management team and in the prospects of the Company operating under private ownership as a portfolio company of Callodine after the closing.

The Rollover Holder believes that it is in the best interests of the Company’s stockholders to effect a liquidity transaction while market conditions remain favorable, as well as in the best interests of the Company to operate as a privately held entity. The Rollover Holder believes that, as a privately held entity, the Company will have greater operational flexibility to pursue alternatives than it would have as a public company, and management of the Company will be able to concentrate on long-term growth, reducing the focus on the quarter-to-quarter performance often emphasized by the public equity market’s valuation of the shares of Company common stock. Although the Rollover Holder believes that there may be substantial future upside opportunities associated with their ownership of TopCo shares following the closing, the Rollover Holder recognizes that there may also be substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

If the mergers are completed, the Company will become a wholly-owned subsidiary of Parent, and the Company common stock will cease to be publicly traded. For Mr. Mayer, the purpose of the company merger is to effectuate the transactions contemplated by the merger agreement and the separate rollover agreement, which will allow Mr. Mayer to realize the value of a portion of his shares of Company common stock by receiving $12.85 per share in cash for a portion of his shares and also own equity interests of TopCo and to bear the rewards and risks of such ownership after the mergers are completed and the shares cease to be publicly traded. Mr. Mayer believes that structuring the transaction in this manner is preferable for unaffiliated stockholders to other alternative transaction structures because (i) it will enable Parent to acquire all of the outstanding shares of the Company at the same time; (ii) it represents an opportunity for the unaffiliated stockholders to immediately

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realize the value of their investment in the Company and for Mr. Mayer to immediately realize the value of a significant portion of his investment in the Company at a price of $12.85 per share in cash, without interest, less any applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the merger agreement; and (iii) it allows him to continue to own indirect equity interests in the Company after the mergers and to bear the rewards and risks of such ownership after the mergers.

Plans for the Company After the Mergers

If the mergers are completed, it is expected that the current officers of the Company will continue to manage the day-to-day operations of the business and that the Company will continue to be based in Western New York. Callodine intends to provide strategic guidance and oversight for the Company, leveraging its institutional relationships and operational resources to help accelerate growth. Callodine also intends to help introduce new investment strategies and fund offerings into the Company’s current product set. By offering a more diversified suite of investment products to the Company’s clients, Callodine believes that there is potential for improved client retention, larger portfolio allocations, and enhanced customer growth.

Certain Effects of the Mergers

If the merger agreement is adopted by the Company’s stockholders and the other conditions to the closing of the mergers are either satisfied or, to the extent permitted, waived, then the Corp Merger Sub will merge with and into the Company, with the Company surviving the company merger as a wholly-owned subsidiary of Parent and LLC Merger Sub will merge with and into Group LLC with Group LLC surviving the LLC merger as a wholly-owned subsidiary of the Company.

The Company’s book value (referred to as total shareholders’ equity (excluding non-controlling interests) above) as of March 31, 2022 was approximately $92.3 million and the Company’s net earnings (referred to as net income attributable to the Company above) for the fiscal quarter ended March 31, 2022 was approximately $1.2 million. As of June 10, 2022, Marc Mayer beneficially owned, in the aggregate, 1,789,755 shares of Class A common stock (inclusive of vested options), which represented approximately 9.1% of the total outstanding shares of Class A common stock as of June 10, 2022, in turn representing beneficial ownership by Mr. Mayer as of June 10, 2022, of 9.1% of the Company’s book value attributable to such shares of Class A common stock (approximately $8.4 million) and 9.1% of the Company’s net earnings for the fiscal quarter ended March 31, 2022 (approximately $0.1 million). If the proposed mergers are consummated, Mr. Mayer and employees and affiliates of Callodine will have beneficial ownership of 100% of the Company’s book value and net earnings through their ownership of all of the assets of the Company, having an aggregate beneficial interest in the Company’s net book value and net income of $92.3 million and $1.2 million, respectively (based on the Company’s March 31, 2022 financial data). Callodine, its affiliates, employees and Mr. Mayer will also be entitled to any future increase in the value and all income generated by the Company’s assets and operations going forward.

Treatment of the Shares of Company Common Stock

At the company merger effective time, each share of Company common stock outstanding immediately prior to the company merger effective time (other than shares (i) held in the treasury of the Company or owned, directly or indirectly, by Parent or its affiliates, the merger subs or any wholly-owned subsidiary of the Company immediately prior to the company merger effective time (ii) issued and outstanding immediately prior to the company merger effective time that are held by a holder who did not vote in favor of the adoption of the merger agreement and has properly exercised appraisal rights in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware and (iii) subject to a rollover agreement (as we explain in more detail herein)) will be cancelled and extinguished and automatically converted into the right to receive the merger consideration, in accordance with and subject to the terms and conditions set forth in the merger agreement, whereupon the holders of such shares will cease to have any rights with respect thereto, other than the right to receive the merger consideration, subject to and in accordance with the terms and conditions of the merger agreement.

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Treatment of Equity Compensation Awards

At the company merger effective time and as a result of the company merger:

Benefits of the Company Merger for the Company’s Unaffiliated Stockholders

The primary benefit of the company merger to the unaffiliated stockholders will be their right to receive the merger consideration of $12.85 per share in cash, without interest, less any applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the merger agreement, representing a premium of 41% over the closing price of the Company’s common stock on March 31, 2022, the last trading day prior to announcement of the merger agreement. Additionally, such unaffiliated stockholders will avoid the risk after the company merger of any possible decrease in the Company’s future earnings, growth or value.

Detriments of the Company Merger to the Company’s Unaffiliated Stockholders

The primary detriments of the company merger to the unaffiliated stockholders include the lack of an interest of such unaffiliated stockholders in the potential future earnings, growth, or value realized by the Company after the company merger. In addition, the unaffiliated stockholders will not benefit from any sale of the Company or its assets to a third party in the future.

Certain Effects of the Mergers for the Callodine Filing Persons

If the mergers are completed and the shares of Company common stock cease to be publicly traded, the Callodine Filing Persons will indirectly own equity interests in the Company and to bear the rewards and risks of such ownership. The Callodine Filing Persons intend to provide strategic guidance and oversight for the Company, leveraging its institutional relationships and operational resources to help accelerate growth. The Callodine Filing Persons also intend to help introduce new investment strategies and fund offerings into the Company’s current product set. By offering a more diversified suite of investment products to the Company’s clients, the Callodine Filing Persons believe that there is potential for improved client retention, larger portfolio allocations, and enhanced customer growth.

Certain Effects on the Company if the Mergers are Not Completed

If the merger agreement proposal is not approved by the Company’s stockholders or if the mergers are not completed for any other reason, and the merger agreement is terminated, the Company’s stockholders will not

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receive any payment for their shares of Company common stock in connection with the company merger. Instead, unless the Company is sold to a third party, the Company will remain an independent public company, and the shares of Company common stock will continue to be listed and traded on the NYSE, so long as the Company continues to meet the applicable listing requirements. In addition, if the mergers are not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today, and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company common stock, including the risk that the current market price of shares of Company common stock may decline to the extent the current market price of shares of Company common stock reflects a market assumption that the mergers will be completed on the terms and at the price contemplated by the merger agreement.

Under certain circumstances, if the mergers are not completed, the Company may be required to pay Parent the Company Termination Fee or Parent may be required to pay the Company the Parent Termination Fee, as well as pay certain enforcement costs if applicable. See “The Merger Agreement—Effect of Termination.”

Interests of Executive Officers and Directors of the Company in the Mergers

The Company’s executive officers and directors have interests in the mergers that are different from, or in addition to, the interests of the Company stockholders generally. The Company Board was aware of these interests and considered them, among other matters, prior to making its determination to recommend the approval of the merger agreement to the Company’s stockholders.

The Company’s stockholders should take these interests into account in deciding whether to vote “FOR” the merger agreement proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and the table included under the section entitled “Golden Parachute Compensation.”

These interests may include, but are not limited to:

In respect of the Company directors and named executive officers, the mergers shall impact their board service and results in equity and cash-based awards as summarized below:

Compensation Payable as a Result of the Mergers

All directors and executive officers of the Company who are Company stockholders will receive the merger consideration in respect of their shares of Company common stock, calculated in the same manner as the merger

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consideration is calculated for all other Company stockholders. As described below in the section entitled “Interests of Executive Officers and Directors of the Company in the Mergers—Executive Severance Arrangements” and as summarized in the table entitled “Interests of Executive Officers and Directors of the Company in the Mergers—Golden Parachute Compensation,” Messrs. Mayer, Busheri and Battaglia, as well as certain other executive officers who are Company stockholders, are eligible for severance payments under certain circumstances. The severance arrangements are contractual and were established prior to signing of the merger agreement and not in anticipation of the mergers. As described below in the sections entitled “Interests of Executive Officers and Directors of the Company in the Mergers—Rollover Bonus Opportunity” and “Interests of Executive Officers and Directors of the Company in the Mergers—Rollover Agreement” and as summarized in the table entitled “Interests of Executive Officers and Directors of the Company in the Merger—Golden Parachute Compensation,” TopCo has entered into rollover agreements and a rollover bonus opportunity agreement with Mr. Mayer.

Compensation following the Mergers

The merger agreement contemplates that Mr. Mayer will continue to serve as the Chief Executive Officer of the Company, Mr. Busheri will continue to serve as the Director of Investments of the Company, and Mr. Battaglia will serve as Chief Financial Officer of the Company, in each case after closing the merger. In this role, Mr. Mayer will be entitled to an annual base salary equal to $600,000 and a target bonus range of $3,000,000 to $3,500,000 for 2022. Compensation changes, if any, for Messrs. Busheri and Battaglia in such roles have not yet been determined.

Treatment of the Company Equity Awards

See the section below entitled “Interests of Executive Officers and Directors of the Company in the Mergers—Treatment of the Company Equity Awards” for a description of the treatment of the Company equity awards held by members of the Company Board and management of the Company after the closing of the mergers. In general, directors and members of management will receive the same treatment as other holders of company equity awards, except that certain of Mr. Mayer’s vested options are subject to the Rollover Agreement.

Shareholding by Directors and Officers

See the section below entitled “Security Ownership of Certain Beneficial Owners and Management” for a summary of the shareholding of members of the Company Board and the named executive officers of the Company.

Treatment of the Company Equity Awards

Stock Options

As of December 31, 2021, the only Company Stock Options outstanding were vested options (owned by Mr. Mayer) to be contributed to TopCo in exchange for vested options to purchase shares of TopCo common stock. Each Company Stock Option, other than options contributed to TopCo in exchange for options to purchase shares of TopCo common stock, if any, will be cancelled for no consideration at the company merger effective time as a result of the company merger.

Restricted Stock Units

As of December 31, 2021, there were 3,421,611 Company RSUs outstanding. At the effective time of the company merger, each outstanding Company RSU will be cancelled and replaced with a TopCo RSU with respect to a number of shares of common stock of TopCo that is equal to the number of shares of company common stock that were subject to such cancelled Company RSU. Except as otherwise agreed between TopCo and the holder of a replaced Company RSU, the vesting and all other terms and conditions that applied to any

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such replaced Company RSU shall apply to the replacement TopCo RSU; provided, that such replacement TopCo RSU shall be settled upon vesting in a combination of cash and/or shares of TopCo common stock (with the mix of cash and shares determined by Parent in its sole discretion) valued in the aggregate at (x) the number of shares of TopCo common stock underlying such TopCo RSU multiplied by (y) the merger consideration, with shares of TopCo common stock valued for such purpose at the then prevailing book value per share at the time of such settlement.

Pursuant to an employment agreement entered into with Mr. Mayer in connection with the mergers, in the event that Mr. Mayer’s employment is terminated without cause or as a result of Mr. Mayer’s death, disability or resignation for good reason, in connection with or following the closing of the company merger, Mr. Mayer’s outstanding and unvested equity awards in TopCo will become fully vested.

The following table sets forth the number of the Company Stock Options and the Company RSUs that were awarded to and held by the Company executive officers (none of the non-employee directors hold Company Stock Options or Company RSUs) as of March 28, 2022 and the value of these awards in the company merger, assuming a per share value of the Company’s common stock equal to $12.74, which is the average of the closing price of the Company’s common stock over the first five trading days following the announcement of the mergers. The foregoing equity awards will be treated in the same manner as outstanding equity awards generally and described above.

Marc O. Mayer

In connection with the mergers, Callodine Midco, Inc. entered into an employment agreement with Mr. Mayer, pursuant to which he is eligible for severance payments and benefits. In the event of a termination of employment without “cause” or if he resigns for “good reason,” subject to his execution and non-revocation of a release in favor of the Company and his compliance with post-termination obligations owed to the Company, he is entitled to receive an amount equal to $5 million, payable in installments over the two-year period following Mr. Mayer’s termination of employment, plus 60% of the guaranteed portion of the cash bonus for 2022 if not yet paid, in addition to the vesting acceleration described above.

For purposes of Mr. Mayer’s employment agreement:

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Paul Battaglia

Pursuant to his employment terms, Mr. Battaglia is entitled to severance payments of up to one year’s base salary plus 50% of his annual target bonus, as well as continuation of medical benefits for up to one year.

Rollover Agreement

Concurrently with the execution and delivery of the merger agreement, TopCo entered into the rollover agreement with Mr. Mayer, as a Rollover Holder, pursuant to which he has committed to contribute, immediately prior to the consummation of the company merger, 175,902 shares of Company common stock and 500,000 options to purchase Company common stock then held by him to TopCo in exchange for equity interests and options in TopCo, subject to the terms and conditions of the rollover agreement. Mr. Mayer has also agreed not to transfer (other than to Parent) until the termination of the rollover agreement (if applicable) any of the options or shares of Company common stock that are subject to the rollover agreement.

In addition, the rollover agreement provides that at or prior to the rollover closing, Mr. Mayer will enter into a stockholders agreement with TopCo that will govern the rights and obligations of him and the other equity holders of TopCo following consummation of the mergers, including certain restrictions on transfers of the equity interests of TopCo and certain board designation rights (including the right of the Company’s chief executive officer to designate one member of TopCo’s board of directors), tag-along rights, drag-along rights, and liquidity rights with respect to the equity interests of TopCo.

Rollover Bonus Opportunity

In connection with the mergers and the rollover of his equity, Mr. Mayer entered into a rollover-bonus-opportunity letter agreement which provides for either a cash payment or the issuance of additional shares of TopCo common stock, in TopCo’s sole discretion, to Mr. Mayer, which amount is determined based on the percentage of equity Mr. Mayer elects to rollover, the payment of which will be made after 3 years following the closing of the mergers subject to continued employment and retention of the contributed equity for the 3-year term; provided, however, that the continued employment requirement is automatically waived if Mr. Mayer’s

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employment is terminated without cause or his employment terminates as a result of his death, disability or resignation for good reason. Mr. Mayer’s bonus opportunity will be between 0% and 5% of the value of the rollover shares (between zero and approximately $400,000), based on an initial 40% rollover.

Employment Agreement

In connection with the mergers, Mr. Mayer will enter into a new employment agreement to continue as the CEO of the Company, effective upon the effective time of the company merger. Mr. Mayer’s employment agreement will provide for (among other things) a base salary of $600,000 per annum, eligibility to receive a cash bonus with a target range for 2022 of between $3,000,000 to $3,500,000 and a portion of which is guaranteed based on the number of days in 2022 occurring prior to the closing of the mergers, and eligibility to participate in health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to satisfaction of all applicable eligibility conditions of such plans. Mr. Mayer’s employment agreement will also provide that if Mr. Mayer’s employment is terminated by the post-closing Company without cause, or if Mr. Mayer resigns for good reason then subject to Mr. Mayer’s execution of a release of claims in favor of the Company and compliance with his post-termination obligations to the Company, Mr. Mayer will receive cash severance in the amount of $5 million payable over the two-year period following the termination date, plus 60% of the guaranteed portion of the cash bonus for 2022 if not yet paid, and accelerated vesting of all unvested equity awards granted to Mr. Mayer pursuant to the merger agreement. In addition, the employment agreement provides for up to 40% of each annual cash bonus award to be deferred and paid in the form of a vested award pursuant to the Company’s deferred incentive compensation program and/or one or more employer equity instruments.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s three current named executive officers that is based on or otherwise relates to the mergers and that will or may become payable to the named executive officers at the company merger effective time or on a qualifying termination of employment on or following the company merger effective time. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the mergers-related compensation payable to the Company’s named executive officers.

The amounts in the following table are estimates based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement, and do not include amounts that were vested as of the assumed closing date of the mergers as described below. In addition, certain amounts will vary depending on the actual date of closing of the mergers, which is presently expected to be in the third quarter of 2022. As a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. In the footnotes to the table below, we refer to payments that are conditioned on the occurrence of both the mergers and the named executive officer’s qualifying termination of employment as being payable on a “double trigger” basis and payment or benefits that are conditioned only upon the occurrence of the mergers as being payable on a “single trigger” basis.

The potential payments in the table below are based on the following assumptions:

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Tax Receivables Agreement

In connection with the Company’s initial public offering, a tax receivable agreement (“TRA”) was entered into between the Company and the holders of membership interests of Group LLC, pursuant to which the Company is required to pay to such holders 85% of the applicable cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes, or is deemed to realize in certain circumstances, as a result of (i) any step-up in tax basis in Group LLC’s assets resulting from the Company’s purchase of Class A units of Group LLC or exchange of Class A units of Group LLC (for shares of Class A common stock or cash) and (ii) payments under the tax receivable agreement, including any additional step-up in tax basis in Group LLC’s assets as a result of such payments and any tax benefits related to imputed interest deemed to be paid by the Company as a result of such agreement.

Transaction Bonus

Mr. Goldberg receives quarterly compensation of $12,500 per quarter in his role as a consultant to the Company. On January 13, 2022, in recognition of the significant efforts and contributions that Mr. Goldberg had and would continue to render in connection with the evaluation of a potential strategic transaction, the Compensation Committee approved a one-time payment of $150,000 to Mr. Goldberg, such fees to be in addition to the regular fees paid pursuant to the consulting agreement between Mr. Goldberg and the Company.

Intent of the Executive Officers to Vote in Favor of the Company Merger

Our Section 16 officers (including Mr. Mayer, who is a member of the Company Board) have informed us that, as of the date of this proxy statement, they are required under the terms of support agreements that they entered into with Parent to vote all of the shares of Company common stock owned directly by them in favor of the merger agreement proposal and each of the other proposals listed in this proxy statement. As of June 10, 2022, the record date for the special meeting, these officers directly owned, in the aggregate, 1,896,167 shares of Company common stock entitled to vote at the special meeting, or collectively approximately 9.91% of the outstanding shares of Company common stock entitled to vote at the special meeting. Copies of the support agreements are attached as Annex B to the accompanying proxy statement.

The obligations of the Company supporting stockholders under the support agreements will automatically terminate without any further action required by any person upon the earliest to occur of (i) the closing of the transactions, (ii) the date on which the merger agreement is validly terminated in accordance with its terms, (iii) the completion of the Company stockholders meeting (regardless of whether the merger agreement is approved or not) and (iv) written notice of the termination of the support agreement by Parent to the Company supporting stockholders.

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Material US Federal Income Tax Consequences of the Company Merger

The following discussion is a summary of material US federal income tax consequences of the company merger to US Holders (as defined below) of the shares of Company common stock. This summary is general in nature and does not discuss all aspects of US federal income taxation that may be relevant to a holder of shares of Company common stock in light of their particular circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated under the Code, judicial authority, published administrative positions of the Internal Revenue Service, which we refer to as the IRS, and other applicable authorities, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not describe any tax consequences arising under the laws of any state, local or non-US jurisdiction, and does not consider any aspects of US federal tax law other than income taxation, nor does it address any aspects of the unearned income Medicare contribution tax. In addition, this discussion only applies to the shares of Company common stock that are held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code, and does not address tax consequences applicable to any holder of shares of Company common stock that may be subject to special treatment under US federal income tax law, including:

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If a partnership (including any entity or arrangement treated as a partnership for US federal income tax purposes) holds the shares of Company common stock, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partner and the partnership. Any such partnership (including any entity or arrangement treated as a partnership for US federal income tax purposes), and any partners thereof, that hold the shares of Company common stock should consult their tax advisors regarding the tax consequences of exchanging the shares of Company common stock pursuant to the company merger. In addition, holders of shares of Company common stock who are not US Holders may be subject to different tax consequences than those described below, and are urged to consult their tax advisors regarding their tax treatment under US and non-US tax laws.

The following summary is for general informational purposes only and is not a substitute for careful tax planning and advice. Holders of shares of Company common stock are urged to consult their tax advisor with respect to the specific tax consequences to them of the company merger in light of their own particular circumstances, including US federal estate, gift and other non-income tax consequences, and tax consequences under state, local and non-US tax laws.

US Holders

The following is a summary of the material US federal income tax consequences of the company merger that will apply to US Holders. For purposes of this discussion, the term US Holder refers to a beneficial owner of the shares of Company common stock that is, for US federal income tax purposes:

Exchange of Company common stock for Cash Pursuant to the Merger Agreement. The exchange of the Company common stock by a US Holder for cash in the company merger (or for cash upon exercise of appraisal rights) will generally be a taxable transaction for US federal income tax purposes. A US Holder will generally recognize gain or loss equal to the difference, if any, between the amount of cash received in the company merger (or cash received upon exercise of appraisal rights) and the holder’s adjusted tax basis in the Company common stock exchanged therefor. Gain or loss will generally be determined separately for each block of the shares of Company common stock (generally, the Company common stock acquired at the same cost in a single transaction) held by such US Holder. Such gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if such US Holder’s holding period for the Company common stock is more than one (1) year at the time of the exchange. Long-term capital gains recognized by a non-corporate US Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Non-US Holders

For purposes of this discussion, a “Non-US Holder” is a beneficial owner of Company common stock that is neither a US Holder nor an entity or arrangement classified as a partnership for US federal income tax purposes.

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Exchange of the Shares for Cash Pursuant to the Merger Agreement. A Non-US Holder generally will not be subject to US federal income tax on any gain realized on the receipt of cash in exchange for shares of Company common stock pursuant to the company merger (or for cash upon exercise of appraisal rights), unless:

Gain described in the first bullet point above generally will be subject to US federal income tax on a net income basis at generally applicable US federal income tax rates in the same manner as if such Non-US Holder were a US Holder. A Non-US Holder that is a corporation also may be subject to a branch profits tax at a rate of 30%, or lower rate specified in an applicable income tax treaty, on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above generally will be subject to US federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by US-source capital losses of the Non-US Holder (even though the individual is not considered a resident of the United States), provided the Non-US Holder has timely filed US federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding Tax

Proceeds from the exchange of the shares pursuant to the company merger (or as a result of exercising appraisal rights) generally will be subject to information reporting. In addition, backup withholding tax at the applicable rate (currently 24%) generally will apply unless the applicable US Holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed IRS Form W-9), or otherwise establishes an exemption from backup withholding tax. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a US Holder will be allowed as a credit against that holder’s US federal income tax liability, and may entitle the holder to a refund, provided, that, the required information is timely furnished to the IRS. Each US Holder should duly complete, sign and deliver to the exchange agent an appropriate IRS Form W-9 to provide the information and certification necessary to avoid backup withholding tax, unless an exemption applies and is established in a manner satisfactory to the exchange agent.

A Non-US Holder generally certifies its status as such by providing a properly completed and signed IRS Form W-8BEN or W-BEN-E (or other applicable IRS Form W-8). A Non-US Holder that does not provide such form generally will be presumed to be a US Holder, subject to backup withholding tax as described above.

Financing of the Mergers

The merger agreement does not contain any financing-related contingencies or financing conditions to consummation of the mergers. We anticipate that the total amount of funds necessary to consummate the mergers and related transactions, including payment of related fees and expenses, is anticipated to be approximately $6.4 million, which will be funded with the net proceeds of the equity financing and debt financing described below, along with cash on hand of the Company and its subsidiaries. This amount does not include funds needed to: (i) pay holders of Company common stock and holders of Group LLC units the amounts due under the merger agreement, (ii) make payments in respect of Company RSUs payable at closing of the mergers pursuant to the merger agreement and (iii) pay any fees and expenses of or payable by Parent, Corp Merger Sub or the Surviving Corporation at the closing of the mergers.

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Parent and Corp Merger Sub have obtained committed financing consisting of (i) equity to be provided by East Asset Management, LLC pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the lenders party thereto. In connection with the merger agreement, Parent and Corp Merger Sub have delivered to the Company copies of the Commitment Letters. Notwithstanding anything in the merger agreement to the contrary, in no event will the receipt or availability of any funds or financing (including the financing contemplated by the Commitment Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Corp Merger Sub under the merger agreement.

Equity Financing

The Equity Commitment Letter provides that EAM will provide, upon the terms and subject to the conditions set forth in the Equity Commitment Letter, cash to Parent in an aggregate amount of up to $148,997,560, which is solely to be used by Parent for the purpose funding, to the extent necessary, the amounts payable by Parent at the closing. We refer to the equity financing described above as the “Equity Financing.” This equity commitment is payable only at the Closing upon satisfaction of the following conditions and only for the uses described above: (a) the satisfaction in full, or waiver by Parent, of each of the conditions to Parent’s obligations to consummate the transactions, as set forth in the merger agreement and (b) the substantially concurrent consummation of the Closing, provided that if the Company seeks specific performance to effect the Closing in accordance with the merger agreement and Parent is ordered by a court of competent jurisdiction (in a final, non-appealable adjudication) to specifically perform its obligations to effect the Closing, such conditions are to be deemed satisfied.

The Equity Commitment Letter will terminate as of the earliest of: (a) the closing of the transactions, and (b) the date on which the merger agreement is validly terminated (unless the Company has previously commenced an action pursuant to the Equity Commitment Letter, in which case only after the final, non-appealable resolution of such action and satisfaction by EAM of any obligations then determined or agreed by EAM to be owed), (c) the Company receiving payment of the full amount of the Parent Termination Fee (plus any other obligations due from EAM under the Limited Guarantee), and (d) the commencement of other specified claims by the Company to enforce the transaction.

While EAM can fulfill its obligations under the Equity Commitment Letter on its own, Callodine is in discussions with additional third party investors to support cash contributions to Parent. If such third party investors join, the cash amount invested by EAM under the Equity Commitment Letter would be reduced accordingly.

Debt Financing

The Debt Commitment Letter provides that the lenders party thereto will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, an aggregate principal amount up to $120 million in debt financing (not all of which is expected to be drawn at the closing of the mergers), consisting of the following:

We refer to the Debt Financing described above as the “Debt Financing.” The proceeds of the Debt Financing will be used by Parent and Corp Merger Sub (i) to effect the mergers and related transactions on the closing date, (ii) for working capital, capital expenditures and other general corporate purposes and (iii) to pay fees and expenses related to the mergers and related transactions.

The obligations of the lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):

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The term loans shall amortize in equal quarterly amounts equal to 2.5% of the original principal amount of the term loan facility, such percentage reducing to 1.25% per quarter after the fifth full fiscal quarter ended following the closing so long as the total leverage ratio is less than 2.00:1.00. The revolving credit facility will not amortize. All loans will bear interest based on the secured overnight financing rate for interest period tenors to be selected by Parent and the Company, plus a margin of 375 basis points, adjusting up or down on a quarterly basis based on achievement of certain total leverage ratios.

Parent intends to pay a commitment fee of 25 basis points annually on the available unused funds of the revolving credit facility, adjusting up or down on a quarterly basis based on achievement of certain total leverage ratios. Commitment fees will be payable quarterly in arrears.

The Administrative Agent shall, for the benefit of the lenders, obtain a perfected first-priority lien on substantially all personal property of, including equity interests held by, Parent, Corp Merger Sub and the Surviving Company, with customary exclusions, including property that is currently owned or may be acquired in the future.

Currently, neither Parent nor Corp Merger Sub has any alternative financing arrangements or alternative financing plans for the acquisition of the Company. As of the date hereof, the documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

Limited Guarantee

Concurrently with the execution and delivery of the merger agreement, EAM entered into the Limited Guarantee in favor of the Company, pursuant to which EAM guaranteed Parent’s obligation to pay the Company the Parent Termination Fee (up to a maximum of $15,070,000) and certain expense reimbursement costs.

The Limited Guarantee is a guarantee of payment only and not of collection or performance, but the Company is not required to proceed against Parent or any merger sub or any other person before proceeding against EAM as the Guarantor. The Company may extend the time of payment and may also enter into any agreement with Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the merger agreement or of any other agreement among or between the Company, on the one hand, and Parent and/or the merger subs, on the other hand, without in any way impairing or affecting EAM’s obligations or the validity or enforceability of the Limited Guarantee, but no action will increase EAM’s maximum obligation amount of $15,070,000 (plus expense reimbursement costs, if applicable).

The Limited Guarantee will terminate as of the earliest of: (a) the closing of the transactions, and (b) the date that is six (6) months after the date on which the merger agreement is validly terminated, unless prior to such date the Company has notified EAM of non-payment or commenced a legal proceeding against EAM alleging non-payment, in which case, the Limited Guarantee will terminate upon the earlier of (y) the payment of a total of $15,070,000 (plus expense reimbursement costs, if applicable) to the Company and (z) the final, non-appealable resolution of

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such action and satisfaction by EAM of any obligations then determined or agreed by EAM to be owed. However, if the Company asserts a claim other than as permitted under the Limited Guarantee, including a claim against certain specified non-recourse parties or a claim in excess of the guaranteed amounts, the Limited Guarantee will immediately terminate and become null and void and EAM and its affiliates will not have any liability to the Company or its affiliates under it.

Appraisal Rights

If the company merger is consummated and certain conditions are met, stockholders who continuously hold shares of Company common stock through the company merger effective time, who do not vote such shares of Company common stock in favor of the adoption of the merger agreement, who properly demand appraisal of such shares of Company common stock and who do not effectively withdraw their demands or otherwise lose their rights to seek appraisal, will be entitled to an appraisal of such shares of Company common stock in connection with the company merger under Section 262 of the DGCL. This means that holders of shares of Company common stock who perfect their appraisal rights, who do not thereafter effectively withdraw their demand for appraisal and who follow the procedures in the manner prescribed by Section 262 of the DGCL, will be entitled to have such shares of Company common stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such shares of Company common stock, exclusive of any elements of value arising from the accomplishment or expectation of the company merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the company merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of Company common stock are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares of Company common stock as determined pursuant to Section 262 of the DGCL, could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares of Company common stock.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to the Company before the vote is taken on the adoption of the merger agreement; (ii) not submit a proxy with respect to, or otherwise vote, the shares of Company common stock for which you seek appraisal in favor of the proposal to adopt the merger agreement; (iii) continue to hold such shares of Company common stock of record on and from the date of the making of the demand through the company merger effective time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the

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procedures specified under Section 262 of the DGCL will result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the shares of Company common stock, unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Appraisal Rights” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex E to this proxy statement and incorporated by reference in this proxy statement in its entirety. If you hold your shares of Company common stock through a broker, bank or other nominee, and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

Support Agreement

Concurrently with the execution of the merger agreement, Parent and each of Mr. Mayer and the Company’s other Section 16 officers (Nicole Kingsley-Brunner, Ebrahim Busheri, Christopher Briley, Aaron McGreevy, Stacey Green, Scott Morabito, Sarah Turner and Paul Battaglia) (the “Company supporting stockholders”), who each hold Company common stock and collectively beneficially own approximately 10% of the voting power of the Company’s outstanding capital stock, separately entered into support agreements with Parent (together, the “Support Agreements”).

Pursuant to the Support Agreements, each of the Company supporting stockholders have agreed, subject to certain conditions, to vote, or cause to be voted, all shares of Company common stock beneficially owned by them (as of the record date of the Company stockholders meeting held to obtain Company stockholder approval): (1) in favor of (i) the company merger, (ii) each of the other actions contemplated by the merger agreement and (iii) any action in furtherance of any of the foregoing, (2) against approval of any other acquisition proposal or other proposal made in opposition to or in competition with the company merger or the merger agreement and against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the merger agreement, and (3) against any of the following actions (other than the company merger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties, rights or other assets of the Company or any of its subsidiaries; (iii) any reorganization, restructuring, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; and (iv) any other action which is intended or would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the company merger.

The support agreement also restricts the supporting stockholders from transferring any shares of Company common stock beneficially owned by them. The support agreement also restricts, after the no-shop period start date, the Company supporting stockholders from entering into discussions or solicitations with respect to alternate transactions, but does not restrict the Company supporting stockholders, in any such stockholder’s capacity as a director, officer or employee of the Company and/or its subsidiaries, from participating in discussions and negotiations with, and furnishing information and data to, any person with whom the Company Board has determined to engage in discussions and negotiations, and with whom the Company Board is then engaging in discussions and negotiations, in each case pursuant to and in compliance with the merger agreement.

Each support agreement terminates upon the earliest to occur of: (i) the closing of the transactions, (ii) the date on which the merger agreement is validly terminated, time in accordance with its terms, (iii) the completion of the special meeting (including any adjournment or postponement thereof) (regardless of whether the merger agreement is approved or not) and (iv) written notice of the termination of the support agreement by Parent to the applicable Company supporting stockholder.

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The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Support Agreements, copies of which are attached as Annex B to this proxy statement and which are incorporated by reference in this proxy statement in their entirety.

Rollover Agreement

Concurrently with the execution and delivery of the merger agreement, TopCo entered into the rollover agreement with Mr. Mayer, as a Rollover Holder, pursuant to which he has committed to contribute, immediately prior to the consummation of the company merger, 175,902 shares of Company common stock and 500,000 options to purchase Company common stock then held by him to TopCo in exchange for equity interests and options in TopCo, subject to the terms and conditions of the rollover agreement. Mr. Mayer has also agreed not to transfer (other than to Parent) until the termination of the rollover agreement (if applicable) any of the options or shares of Company common stock that are subject to the rollover agreement.

In addition, the rollover agreement provides that at or prior to the rollover closing, Mr. Mayer will enter into a stockholders agreement with TopCo that will govern the rights and obligations of him and the other equity holders of TopCo following consummation of the mergers, including certain restrictions on transfers of the equity interests of TopCo and certain board designation rights (including the right of the Company’s chief executive officer to designate one member of TopCo’s board of directors), tag-along rights, drag-along rights, and liquidity rights with respect to the equity interests of TopCo.

In connection with the rollover agreement, the Rollover Holder also entered into a rollover “bonus” opportunity letter agreement which provides for either a cash payment or the issuance of additional shares of TopCo common stock, in TopCo’s sole discretion, to Mr. Mayer. The amount is determined based on the percentage of equity that he elects to rollover, and any payment will be made after 3 years subject to continued employment and retention of the contributed equity for the term. Mr. Mayer’s bonus opportunity will be between 0% and 5% of the value of the rollover shares (between $0 and approximately $400,000), based on an initial 40% rollover. See “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

Prior to the closing of the mergers, Parent and certain additional members of management may negotiate and enter into contracts providing for a rollover of all or a portion of such members’ shares of Company common stock through their contribution of such shares to TopCo in exchange for equity interests in TopCo. Any additional members of management that become Rollover Holders like Mr. Mayer will also enter into a rollover “bonus” opportunity letter agreement.

The foregoing description of the rollover agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the rollover agreement, a copy of which is attached as Annex C to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Effective Time of the Mergers

The merger agreement provides that the closing of the mergers, which we refer to as the “closing,” will take place at 8:00 a.m. Eastern Time on the second business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions (described in the section entitled “The Merger Agreement—Conditions to Completion of the Mergers”) to the closing, (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date or time is agreed to in writing by Parent and the Company.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the merger agreement proposal, we currently expect the closing of the mergers to occur in the third quarter of 2022.

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The company merger effective time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree and specify in the certificate of merger).

Payment of Merger Consideration

At the company merger effective time, each share of Company common stock outstanding immediately prior to the company merger effective time (but excluding any rollover shares, cancelled shares and dissenting shares) will be converted into the right to receive the merger consideration, in accordance with and subject to the terms and conditions set forth in the merger agreement, whereupon all such shares will cease to be outstanding and will cease to exist, and the holders of such shares will cease to have any rights with respect thereto, other than the right to receive the merger consideration.

At or promptly following the company merger effective time on the closing date, Parent will deposit, or cause to be deposited, with the paying agent, cash in an amount sufficient to pay the aggregate merger consideration required to be paid by the paying agent in accordance with the merger agreement.

Promptly following the company merger effective time, and in any event not later than the third business day thereafter, the Surviving Corporation shall cause the paying agent to mail to each holder of record of an outstanding certificate or outstanding certificates that immediately prior to the company merger effective time represented outstanding shares of Company common stock that were converted into the right to receive the merger consideration (i) a letter of transmittal (which specifies that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates (as defined in the merger agreement) (or customary and effective affidavits of loss in lieu thereof) or Book-Entry Shares (as defined in the merger agreement), as applicable, to the paying agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares to the paying agent and (ii) instructions for use in effecting the surrender of Certificates (or customary and effective affidavits of loss in lieu thereof) in exchange for the merger consideration in such form as Parent and the Company may reasonably agree.

Upon the surrender of a Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate will be entitled to receive in exchange therefor, and Parent will cause the paying agent to pay in exchange therefor, as promptly as practicable (but, in any event, within three business days), the merger consideration pursuant to the provisions of the merger agreement, and the Certificates surrendered will forthwith be cancelled.

Promptly after the company merger effective time and in any event not later than the third business day following the company merger effective time, the paying agent shall issue and deliver to each holder of uncertificated shares represented by book entry (“Book-Entry Shares”) a letter of transmittal in customary form of the paying agent. Upon delivery to the paying agent of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Book-Entry Shares shall be entitled to receive in exchange therefor, by a check or wire transfer, the amount of cash that such holder is entitled to receive pursuant to the merger agreement, without such holder being required to deliver a Certificate.

No interest will be paid or accrued for the benefit of holders of the Certificates and Book-Entry Shares on the merger consideration payable upon the surrender of such Certificates and Book-Entry Shares. Until so surrendered, outstanding Certificates and Book-Entry Shares will be deemed from and after the company merger effective time to evidence only the right to receive the merger consideration, without interest.

Regulatory Approvals Required for the Mergers

FINRA Approval

The Company must file an application with the FINRA (the “FINRA application”) in accordance with FINRA Rule 1017 regarding the change of ownership of more than twenty-five percent (25%) of the equity of the

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Company’s subsidiary, Manning & Napier Investor Services, Inc., registered with the SEC as a broker-dealers and that is a member of FINRA as a result of the transaction contemplated by the merger agreement and make notice filings with the states in which Manning & Napier Investor Services, Inc. is registered and doing business.

On June 1, 2022, the Company and Callodine jointly filed an application with FINRA with respect to the transactions contemplated by the merger agreement, including the mergers, which application was deemed substantially complete as of June 9, 2022.

New Hampshire Banking Department Approval

The Company must file a change of control application with the New Hampshire Banking Department pursuant to Title 35, Chapter 383-C of the New Hampshire Revised Statutes Annotated regarding the change of control of the Company’s subsidiary Exeter Trust Company.

On May 31, 2022, Exeter Trust Company filed its change of control application with the New Hampshire Banking Department.

HSR Approval

Under the merger agreement, the mergers cannot be consummated until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated. On April 14, 2022, the parties filed the required notification and report forms under the HSR Act with respect to the mergers, commencing the initial 30 calendar-day waiting period. This HSR Act waiting period expired on May 16, 2022.

For a description of the parties’ respective obligations under the merger agreement with respect to regulatory approvals, see the section entitled “The Merger Agreement—Further Actions; Efforts.”

Provisions for Unaffiliated Stockholders

No provision has been made to grant the Company’s stockholders, other than Parent or its affiliates, access to the corporate files of the Company or to any other party to the mergers or the right to obtain counsel or appraisal services at the expense of the Company or any other such party.

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THE MERGER AGREEMENT

The following discussion sets forth the principal terms of the Agreement and Plan of Merger, which is referred to as the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are urged to read the merger agreement carefully in its entirety, as well as this proxy statement, before making any decisions regarding the merger.

The Mergers

Upon the terms and conditions of the merger agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the company merger effective time, Corp Merger Sub will be merged with and into the Company (the “company merger”). Following the company merger, the separate corporate existence of Corp Merger Sub will cease, and the Company will continue as the surviving corporation as a wholly-owned subsidiary of Parent.

Upon the terms and conditions of the merger agreement, in accordance with the Delaware Limited Liability Company Act, and immediately following the company merger effective time, at the LLC merger effective time, LLC Merger Sub will be merged with and into Group LLC (the “LLC merger” and together with the company merger, the “mergers”). Following the LLC Merger, the separate corporate existence of LLC Merger Sub will cease, and Group LLC will continue as the surviving company as a wholly-owned subsidiary of the Company.

Both mergers must occur in the sequence set forth above on the closing date, or neither merger will be required to be consummated.

Closing and Effective Time of the Mergers

The closing of the mergers will occur at 8:00 a.m., Eastern Time, on the second business day following the satisfaction or waiver, to the extent permitted by applicable law, of all of the conditions described under “The Merger Agreement—Conditions to Completion of the Mergers” (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver, to the extent permitted by applicable law, of such conditions), or at such other date or time as may be agreed to in writing by Parent and the Company. The date on which the closing actually occurs is referred to in this proxy statement as the “closing date.” The mergers will become effective at such time as the parties file the applicable certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Parent and the Company may agree), it being understood and agreed that the parties shall cause the LLC merger to be effective immediately after the company merger is effective.

Directors and Officers

At the company merger effective time, the directors of Corp Merger Sub immediately prior to the company merger effective time will be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.

At the company merger effective time, the officers of the Company immediately prior to the company merger effective time will be the officers of the Surviving Corporation, in each case until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.

At the LLC merger effective time, the officers of Group LLC immediately prior to the LLC merger effective time shall become of the officers of the surviving company (the “Surviving Company”) until the earlier of their resignation or removal or until their respective successor are duly elected and qualified.

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Consideration to Be Received in the Mergers

Common Stock. At the company merger effective time, each share of Class A common stock (“Class A Stock”) and Class B common stock (“Class B Stock” and together with the Class A Stock, the “Company common stock”) issued and outstanding immediately prior to the company merger effective time (other than (i) shares of Company common stock owned, directly or indirectly, by Parent, the merger subs or any wholly-owned subsidiary of the Company immediately prior to the company merger effective time (collectively, the “excluded shares”), (ii) shares of Company common stock for which the holder, who is entitled to demand, properly and timely demands, dissenters’ rights in the manner required under Section 262 of the DGCL (the “dissenting shares”); and (iii) any Class A Stock held by Rollover Holders) will be converted automatically into and represent the right to receive $12.85 in cash, without interest, less any applicable withholding taxes (the “merger consideration”). As of the company merger effective time, all shares of Company common stock will no longer be outstanding and will automatically be canceled and cease to exist, and will only represent the right to receive the merger consideration, to be issued and/or paid without interest.

Excluded Shares. Each share of Company common stock held in the treasury of the Company or owned, directly, or indirectly, by Parent or its affiliates (including TopCo, and including the rollover shares), Corp Merger Sub, LLC Merger Sub or any wholly-owned subsidiary of the Company immediately prior to the Company merger effective time (in each case, other than any such shares held on behalf of clients) will automatically be canceled and will cease to exist, and no consideration will be delivered in exchange therefor. The Company currently has no shares of Class B common stock outstanding.

Dissenting Shares. A holder of common stock may demand dissenters’ rights available under Section 262 of the DGCL, which is included with this proxy statement as Annex E. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. Shares of Company common stock issued and outstanding immediately prior to the Company merger effective time that are held by any holder of dissenting shares shall not be converted into the right to receive the merger consideration, unless and until such holder has failed to perfect, or withdrawn or lost, such holder’s right to appraisal under the DGCL. If any such holder fails to perfect or withdraws or loses any such right of appraisal, each such share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Company merger effective time and the time that such right to appraisal has been lost, withdrawn or expired, the merger consideration.

Group LLC Units. Each Group LLC Unit issued and outstanding immediately prior to the LLC merger effective time that is held by the Company or any of its subsidiaries will no longer be outstanding and will automatically be retired and will cease to exist, and no payment will be made with respect thereto. Each Group LLC Unit issued and outstanding immediately prior to the LLC merger effective time that is not held by the Company or any of its subsidiaries will automatically be converted into the right to receive an amount in cash equal to $12.85.

Treatment of Company Options

At the company merger effective time, each option to purchase shares of Company common stock under the Company’s 2011 Equity Compensation Plan, other than such options that are contributed to TopCo in exchange for options to purchase TopCo common stock, shall be cancelled for no consideration.

Treatment of Company RSUs

In connection with the completion of the mergers and subject to the terms of the merger agreement, at the company merger effective time, each Company RSU that is outstanding immediately prior to the company merger effective time (whether vested or unvested) will be canceled in exchange for the right to receive a restricted stock unit award (a “TopCo RSU”) with respect to a number of shares of TopCo common stock that is equal to the number of shares of Company common stock that were subject to such cancelled Company RSU. Except as otherwise agreed between TopCo and the holder of a replaced Company RSU, the vesting and all other

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terms and conditions that applied to any such replaced Company RSU shall apply to the TopCo RSU; provided, that such replacement TopCo RSU shall be settled upon vesting in a combination of cash and/or shares of TopCo common stock (with the mix of cash and shares determined by Parent in its sole discretion) valued in the aggregate at (x) the number of shares to TopCo common stock underlying such TopCo RSU multiplied by (y) the merger consideration, with shares of TopCo common stock valued for such purpose at the then-prevailing book value per share of TopCo.

Payment for the Common Stock

Prior to the company merger effective time, Parent will designate a bank or trust company that is approved by the Company to act as agent for the stockholders of the Company in connection with the company merger and the holders of Group LLC Units in connection with the LLC Merger (the “paying agent”) to receive the merger consideration the stockholders will become entitled to under the merger agreement and the LLC merger consideration the holders of Group LLC Units will become entitled to under the merger agreement. At or promptly following the company merger effective time on the closing date, Parent will deposit cash with the paying agent in an amount sufficient to pay the aggregate merger consideration (the “payment fund”).

If your shares of common stock are held in “street name” in an account at a broker, in nominee name or otherwise, shortly after the effective time, you will receive instructions from your broker or other nominee as to how to effect the surrender of such shares in exchange for the merger consideration.

If you are a holder of record of common stock, you will not be entitled to receive the merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent. If your shares are certificated, you must also surrender your stock certificates to the paying agent.

Promptly after the company merger effective time, the Surviving Corporation will cause the paying agent to mail to (x) each holder of record of an outstanding certificate or outstanding certificates (“certificates”) that immediately prior to the company merger effective time represented outstanding shares of Company common stock that were converted into the right to receive the merger consideration and (y) each holder of the LLC Certificates that immediately prior to the LLC merger effective time represented outstanding Group LLC Units that were converted into the right to receive LLC Merger Consideration, (i) a form of letter of transmittal and (ii) instructions for use in effecting the surrender of such certificates or LLC Certificates in exchange for the merger consideration. Upon surrender of a certificate to the paying agent with a duly completed and validly executed letter of transmittal, the holder of such certificate will be entitled to receive the merger consideration in exchange for each share of Company common stock or Group LLC Unit formerly represented by such certificate, and the surrendered certificate will be canceled.

Promptly after the company merger effective time, the paying agent will issue and deliver to each holder of uncertificated shares represented by book entry (“book-entry shares”) and book entry Group LLC Units (“book-entry units”) a check or wire transfer for the merger consideration the holder is entitled to receive in exchange for such book-entry shares or book-entry units, and the book-entry shares and book-entry units will then be canceled.

No interest will be paid or accrued for the benefit of holders of certificates or book-entry shares or book-entry units.

If the merger consideration is to be paid to someone other than the person in whose name the surrendered certificate representing a book-entry share or book-entry unit is registered, such certificate must be properly endorsed or otherwise in proper form for transfer or such book-entry share or book-entry unit must be properly transferred, and all applicable transfer or other taxes required by the payment of the merger consideration must be paid by the person requesting payment.

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Until surrendered in the manner described above, each such certificate, book-entry share or book-entry unit will represent only the right to receive the merger consideration, without interest.

With respect to shares of Company common stock held by The Depository Trust Company (“DTC”), the paying agent will transmit to DTC or its nominees an amount in cash equal to the number of shares of Company common stock held of record by DTC or such nominee immediately prior to the company merger effective time multiplied by the merger consideration

All cash paid upon the surrender of certificates or book-entry share in accordance with the above will be deemed to have been paid in full satisfaction of all rights pertaining to the shares formerly represented by such certificates for book-entry shares or book-entry units.

At the company merger effective time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of the shares of Company common stock that were outstanding prior to the company merger effective time. If, after the company merger effective time, certificates are presented to the Surviving Corporation or the paying agent for transfer or transfer is sought for book-entry shares, such certificates or book-entry shares will be canceled and exchanged in accordance with the procedures described above, subject to applicable law in the case of dissenting shares.

At the LLC merger effective time, the unit transfer books of Group LLC will be closed and there will be no further registration of transfers of the Group LLC Units that were outstanding prior to the company merger effective time. If, after the LLC merger effective time, certificates are presented to the Surviving Company or the paying agent for transfer or transfer is sought for book-entry shares, such certificates or book-entry units will be canceled and exchanged in accordance with the procedures described above.

After 12 months following the effective time, the Surviving Corporation will be entitled to require the paying agent to deliver to Parent or the Surviving Corporation, as directed by Parent, any portion of the payment fund that has not been disbursed to stockholders and holders of Group LLC Units. Such holders may look to Parent and the Surviving Corporation only as general creditors with respect to the payment of the merger consideration (subject to abandoned property, escheat or other similar laws).

Lost, Stolen or Destroyed Certificates

If a certificate has been lost, stolen or destroyed, the paying agent may still deliver merger consideration to the holder claiming such certificate to be lost, stolen or destroyed, if such holder complies with the replacement requirements established by the paying agent, including, if necessary, the posting by such holder of a bond in a customary amount as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such certificate.

Representations and Warranties

The merger agreement contains representations and warranties made by the parties to each other. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement (and solely for the benefit of the parties thereto), were not made to stockholders of the Company, were made only as of specific dates and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement. The assertions embodied in the Company’s representations and warranties are qualified by information contained in a confidential disclosure letter that the Company provided to Parent and the merger subs in connection with their entry into the merger agreement (the “disclosure letter”), were made for the purpose of allocating contractual risk between the parties instead of establishing matters of fact and may be subject to standards of materiality applicable to the parties to the merger agreement that differ from those applicable to the Company’s investors or security holders. None of the representations and warranties of the parties in the merger agreement will survive the company merger effective

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time. Additionally, certain of the assertions embodied in the Company’s representations and warranties are qualified by certain information disclosed in documents publicly filed by the Company with the SEC after January 1, 2019 through the business day prior to the execution of the merger agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be reflected in the parties’ public disclosures. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger agreement as statements of fact. This description of the representations and warranties is included to provide the Company stockholders only with information regarding the terms of the merger agreement. The representations and warranties in the merger agreement and the description of them in this proxy statement should be read in conjunction with the other information contained in the reports, statements and filings the parties publicly file with the SEC. See the section entitled “Where You Can Find More Information.” 

In the merger agreement, the Company, Parent and the merger subs made a number of representations and warranties to each other. The parties each made representations and warranties relating to, among other things:

In addition to the foregoing, the merger agreement contains representations and warranties made by the Company to Parent and the merger subs, including regarding:

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In addition, the merger agreement contains representations and warranties made by Parent and merger subs to the Company regarding Parent’s organization and authority, the absence of consents and approvals related to the merger and conflicts, litigation matters, the equity and debt commitments of the Parent obtained in order to finance the mergers, and the absence of broker’s fees and Parent’s and the merger subs’ access to, and investigation of, certain confidential information of the Company.

A “material adverse effect” is defined as any material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole.

The definition of “material adverse effect” immediately above excludes any change, effect, event or occurrence arising out of, attributable to or resulting from, alone or in combination:

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Any change, effect, event or occurrence described in the first two bullets and the sixth, seventh, eighth and ninth bullet in the immediately preceding list will be taken into account in determining the occurrence of a material adverse effect to the extent it disproportionately and adversely impacts the Company and its subsidiaries relative to other companies operating in any industry in which the Company and its subsidiaries operate, but in such case only the incremental disproportionate adverse impact will be taken into account.

Conduct of Business Pending the Mergers

From the date of the merger agreement until the company merger effective time, except as permitted by the merger agreement, as disclosed in the Company Disclosure Letter, as previously consented to in writing in advance by Parent or as otherwise required by applicable law, the Company has agreed that it will, and will cause each of its subsidiaries to, carry on its business in the ordinary course of business in all material respects.

In addition, during such period, except as permitted by the merger agreement, disclosed in the Company Disclosure Letter, or required by applicable law, the Company will not, and the Company will cause its subsidiaries not to, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed):

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No Solicitation; Recommendations of the Company Merger

In the merger agreement, until 12:01 a.m. on the 40th day after the date of the merger agreement (the “no-shop period start date”) (which date was May 10, 2022) the Company and its affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives had the right to (i) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that could constitute an “acquisition proposal” (as defined below in this sub-section), including by providing any information (including non-public information and data) relating to the Company or any of its subsidiaries and affording access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its subsidiaries to any person or entity (and its representatives, including potential financing sources), pursuant to a confidentiality agreement on terms at least as restrictive in all material respects on such person or entity as those contained in the Confidentiality Agreement with respect to Callodine, so long as the Company provided to Parent any material non-public information or data that was provided by the Company to any person or entity or their representatives (including potential financing sources) and (ii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any persons or entities (and their respective representatives, including potential financing sources) with respect to any acquisition proposals (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to an acquisition proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any

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acquisition proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for a confidential acquisition proposal or amendment to a confidential acquisition proposal to be made to the Company or the Company Board.

The Company agreed after the no-shop period start date (which commenced on May 10, 2022) to instruct and cause each of its subsidiaries and the respective representatives of the Company and its subsidiaries not to, directly or indirectly:

The Company agreed that on the no-shop period start date (which was May 10, 2022) that it would, and would cause its subsidiaries to, and would cause its and their representatives to (i) terminate all existing negotiations with any person or entity or any of their representatives (other than Parent or any of its representatives) with respect to any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal, (ii) request the prompt return or destruction of all non-public information or data furnished prior to the date hereof to any person or entity or any of its representatives with respect to any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal and (iii) immediately terminate all physical and electronic data room access granted to any such person or entity or any of its representatives.

If at any time following March 31, 2022 and prior to obtaining the stockholder approval, the Company receives a bona fide written acquisition proposal that did not result from a breach of the non-solicitation covenants described above, and the Company Board determines in good faith based on the information then available and after consultation with its financial advisor and outside legal counsel that the acquisition proposal constitutes or is reasonably likely to lead to a superior proposal (as defined below), the Company may:

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The Company has agreed from the no-shop period start date (which commenced on May 10, 2022) until the earlier to occur of the termination of the merger agreement and the company merger effective time to promptly (and in any event within 24 hours of receipt thereof) advise Parent orally and in writing of its receipt of (i) any acquisition proposal, (ii) any request for non-public information relating to the Company or its subsidiaries, other than requests for information not reasonably expected to be related to an acquisition proposal and (iii) any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal, including in each case the identity of the person or entity making any such acquisition proposal, inquiry or request and the material terms (including pricing and sources and terms of financing) of any such acquisition proposal, inquiry or request and thereafter shall keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations.

In the merger agreement, the Company has also agreed that the Company Board, subject to certain exceptions contained in the merger agreement, will not (i) fail to make or withdraw (or modify or qualify in any manner adverse to Parent or publicly propose to withdraw, modify or qualify in any manner adverse to Parent) the recommendation of the Company Board, (ii) adopt, approve, or publicly recommend, endorse or otherwise declare advisable any acquisition proposal, (iii) fail to reaffirm the recommendation of the Company Board within 10 days after receipt of a written request from Parent to do so (which requests under this clause (iii) shall be limited to no more than once every 30 days and no more than two requests in the aggregate), (iv) after receipt of any acquisition proposal that has been publicly disclosed, fail to recommend against any acquisition proposal within 10 days after receipt of a written request from Parent to do so, (v) fail to include the recommendation of the Company Board in this proxy statement, or (vi) fail to recommend against any then-pending tender or exchange offer that constitutes an acquisition proposal within 10 business days after it is announced (each such action, an “adverse recommendation change”).

However, at any time prior to obtaining shareholder approval, upon an “intervening event” (as defined below in this sub-section), the Company may make an adverse recommendation change if (i) the Company has (A) provided to Parent four business days’ prior written notice setting forth in reasonable detail information describing the intervening event and the rationale for the adverse recommendation change and expressly stating that the Company Board has determined to make an adverse recommendation change and (B) prior to making such an adverse recommendation change, engaged with Parent in good faith (to the extent Parent wishes to engage) during such four business day period to consider any adjustments proposed by Parent to the terms and conditions of the merger agreement such that the failure of the Company Board to make an adverse recommendation change in response to the intervening event would no longer be inconsistent with the directors’ fiduciary duties under applicable law.

In addition, at any time prior to obtaining stockholder approval, in response to a written acquisition proposal that did not result from a breach of the non-solicitation covenants of the merger agreement, if the Company Board determines in good faith after consultation with its financial advisor and outside legal counsel that the acquisition proposal is a “superior proposal” (as defined below in this sub-section), then the Company Board may make an adverse recommendation change or terminate the merger agreement in order to enter into a definitive written acquisition agreement with respect to the superior proposal. The Company must comply with certain provisions of the merger agreement related to Parent (including with respect to notifying Parent and negotiating in good faith with Parent) before making an adverse recommendation change or terminating the merger agreement to enter into a definitive written agreement with respect to a superior proposal.

The merger agreement further provides that nothing contained in it will prohibit the Company or the Company Board from (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or other

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disclosure required to be made in the proxy statement by applicable law, or (ii) making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to disclose such information would reasonably be expected to violate its obligations under applicable law.

The term “acquisition proposal” means any proposal, offer, or inquiry from any person or entity or group of persons or entities relating to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, including any merger, reorganization, share exchange, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, business combination, liquidation, dissolution, joint venture or similar transaction, (A) of or for assets or businesses of the Company and its subsidiaries that generate 20% or more of the revenues or net income or that represent 20% or more of the consolidated total assets of the Company and its subsidiaries taken as a whole, immediately prior to such transaction or (B) of or for 20% or more of any class of capital stock, units, membership interests or other equity securities or voting power of the Company or of Group LLC, in each case other than the transactions contemplated by the merger agreement.

The term “intervening event” means a material event, change or development relating to the Company and its subsidiaries, taken as a whole, first occurring after execution of the merger agreement that (A) was not known to, or reasonably foreseeable by, the Company Board prior to the execution of the merger agreement, which event, change or development becomes known to, or reasonably foreseeable by, the Company Board prior to the Company stockholders meeting and (B) does not relate to an acquisition proposal or other inquiry, offer or proposal that would reasonably be expected to lead to an acquisition proposal; provided, that an “intervening event” will exclude any event, change or development to the extent (i) consisting of or resulting from a breach of the merger agreement by the Company or any of its subsidiaries, (ii) relating to changes in the price of the shares of Company common stock, in and of itself (however, the underlying reasons for such changes may constitute an intervening event unless excluded by any other exclusion in this definition), (iii) relating to the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (provided, that the underlying reasons for the Company exceeding such projections, estimates or expectations may constitute an intervening event unless excluded by any other exclusion in this definition) or (iv) relating to Parent or any of its affiliates.

The term “superior proposal” means any bona fide unsolicited acquisition proposal (with all percentages included in the definition of “acquisition proposal” increased to 50%) that the Company Board has determined in good faith (after consultation with the Company financial advisor and outside legal counsel and after taking into account all relevant factors, including financing certainty, the likelihood and anticipated timing of consummation, and all other financial, legal, regulatory and other aspects of such proposal) that if consummated, would be more favorable to the stockholders of the Company, from a financial point of view, than the Company merger and the other transactions contemplated by the merger agreement (including any adjustment to the terms and conditions thereof proposed in writing by Parent in response to any such acquisition proposal).

The Company has agreed to use commercially reasonable efforts to hold the Company stockholders meeting no less than 35 days and no more than 50 days after the mailing of the proxy statement. The Company may adjourn the special meeting (i) with the consent of Parent, (ii) if, on a date for which the special meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of shares of common stock sufficient to obtain the stockholder approval, solely for the purpose of soliciting additional proxies and votes in favor of stockholder approval, or (iii) if the failure to adjourn the special meeting would, in the good faith opinion of the Company Board, after consultation with outside legal counsel, reasonably be expected to be a violation of applicable law, or be required for the distribution of any required supplement or amendment to this proxy statement which failure to supplement or amend would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable law. If requested by Parent, the Company shall adjourn the special meeting (for a period of up to 10 days (provided, that Parent shall only make up to one such request, and no such request for an adjournment shall be permitted if it would require a change in the record date for the special meeting) if, on a date for which the special meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of shares of common stock sufficient to obtain the stockholder approval, for the purpose of soliciting additional proxies and votes in favor of stockholder approval).

Further Actions; Efforts

Each of the parties have agreed, subject to the terms of the merger agreement, to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under applicable law (including under any antitrust law) to consummate the transactions contemplated by the merger agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the mergers and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act; (ii) causing the preparation and filing of all forms, registrations and notices required to be filed with any other governmental entity (including state governments and the New Hampshire Banking Department) or self-regulatory organization, including NYSE and FINRA, to consummate the mergers, (iii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any governmental entity or self-regulatory organization challenging the merger agreement or the consummation of the mergers; and (iv) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under the merger agreement under any antitrust law raised by any governmental entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any governmental entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the merger agreement.

Each of the parties have further agreed that if either party receives a request for information or documentary material from any governmental entity with respect to the merger agreement or any of the transactions contemplated thereby, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request.

The parties have additionally agreed to keep each other apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable governmental entity, including taking certain actions as specified in the merger agreement.

Each parties has agreed to, and to cause its affiliates to, (i) provide such assistance, information and cooperation to each other as is reasonably required to obtain the approval or non-objection of, FINRA with respect to the FINRA riling (which assistance and cooperation may include participation in any membership interviews as may be required by FINRA as well as adhering to any time limitations or time requirements imposed by FINRA for any applications, notices and filings), and (ii) provide each other with a reasonable opportunity to review any applications, notices or other filings proposed to be made in connection with obtaining such approvals or

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non-objections, or making such notice filings (and will give due consideration to any comments and suggestions made with respect thereto by the other party).

If the FINRA Filing is not formally approved by FINRA prior to the 31st day following the date that FINRA has deemed the CMA to have been filed with FINRA (unless FINRA has notified MNIS that the CMA is subject to “fast track” review), then MNIS or its representatives shall notify (in writing and at least five business days prior to the anticipated closing date) the FINRA Membership Application Program that the parties intend to consummate the closing pursuant to FINRA Rule 1017(c)(1) notwithstanding the lack of formal FINRA approval.

Employment and Employee Benefits Matters; Other Plans

The merger agreement provides that (except as otherwise agreed in writing between Parent and any employee of the Company or its subsidiaries (each, a “Company employee”)), for the 12-month period immediately following the effective time, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the company merger effective time and ending on the first anniversary thereof, to maintain for any Company employee (i) base salary or wage rate and target annual cash bonus and commission opportunities that are no less favorable in the aggregate than the base salary or wage rate and target annual cash bonus and commission opportunities to which such Company employee was entitled immediately prior to the company merger effective time, and (ii) employee benefits (excluding, for the avoidance of doubt, any defined benefit, retiree welfare or life insurance, or equity incentive benefit) that are substantially similar in the aggregate to the overall employee benefits (excluding, for the avoidance of doubt, any defined benefit, retiree welfare or life insurance, or equity incentive benefit) to which such Company employee was entitled immediately prior to the company merger effective time.

As of and after the company merger effective time, Parent will, or will cause the Surviving Corporation to, give Company employees full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation, incentive, and benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company employees as of and after the company merger effective time by Parent, its subsidiaries or the Surviving Corporation for the Company employees’ service with the Company, its subsidiaries and their predecessor entities (each, a “Parent plan”) to the same extent recognized by the Company immediately prior to the company merger effective time. Notwithstanding the foregoing, neither Parent nor any of its subsidiaries shall be required to recognize such service to the extent doing so would result in the duplication of benefits. With respect to each Parent plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent shall, or shall cause its applicable subsidiary (including the Surviving Corporation) to (i) cause there to be waived any pre-existing condition exclusions or actively-at-work requirements of such Parent plans for each company employee and their covered dependents and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to eligible expenses incurred by company employees during the portion of the plan year of the corresponding Company plan ending on the date such Company employee’s participation in the corresponding Company plan ends as if such amounts had been paid in accordance with the applicable Parent plan.

From and after the company merger effective time, except as otherwise agreed in writing between Parent and a Company employee or as otherwise provided in the merger agreement, Parent will honor, and will cause its subsidiaries to honor, in accordance with the terms of the applicable Company plan, (i) each existing employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its subsidiaries and any officer, director or employee of that company, (ii) all obligations in effect as of the effective time under any equity-based, bonus or bonus deferral plans, programs or agreements of the Company or its subsidiaries and (iii) all obligations in effect as of the effective time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation or similar plans, programs, agreements or arrangements of the Company or its subsidiaries.

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Client Consents

The Company will cause the Manning & Napier Advisors, LLC and Rainier Investment Management, LLC to use their reasonable best efforts to obtain, as promptly as practicable following the date of the merger agreement the approval of the Public Fund (as defined in the merger agreement) board of directors of, and to solicit the approval of the unit holders or interest holders of each Public Fund of, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, a new advisory contract for such Public Fund to be effective as of the closing with such agreement containing terms (including fees and other economic terms), taken as a whole, that are no less favorable in the aggregate than the terms of the existing advisory contract between such Public Fund and the Company, with the exception of its effective and termination dates. On May 3, 2022, each Public Fund board of directors approved a new advisory contract for such Public Fund to be effective as of the closing of the mergers in accordance with Section 15 of the Investment Company Act and each such board recommended that its unitholders or interest holders, as applicable, approve such new advisory contract.

If consent is required by applicable law or by the Investment Advisory Contract of any client (other than a Public Fund) for the “assignment” (as defined in the Advisers Act) or continuation of the Investment Advisory Contract with such client resulting from the consummation of the transactions contemplated by the merger agreement, as promptly as practicable following the date of the merger agreement (but no later than 30 days following the date of the merger agreement), an Adviser (as defined in the merger agreement) or the Exeter Trust Company, as applicable, will send a written notice (“Transaction Notice”) informing each such client of the transactions contemplated by the merger agreement and requesting the written consent of such client to the “assignment” (as defined in the Advisers Act) or continuation of the Investment Advisory Contract with such client in the case of each such client who is party to an Investment Advisory Contract which does not terminate (or give rise to a termination right thereunder) (by its terms and/or under applicable laws) as a result of the consummation of the merger.

For any client (other than a Public Fund) party to an Investment Advisory Contract whereby consent other than written consent is permitted under applicable law and such Investment Advisory Contract (a “negative consent client”), if no such written consent is received within 30 days after the date of delivery of the Transaction Notice, each Adviser or the Exeter Trust Company will as promptly as reasonably practicable thereafter (and in any event no more than five days thereafter) send a second written notice to such client (a “Negative Consent Notice”), informing such client: (A) of the intention to complete the transactions contemplated by the merger agreement, which will result in an “assignment” (as defined in the Advisers Act); (B) of the intention of the applicable Adviser or the Exeter Trust Company to continue to provide the advisory services pursuant to the existing Investment Advisory Contract with such client after the closing if such client does not terminate such Investment Advisory Contract prior to the closing; and (C) that the consent of such client will be deemed to have been granted if such client continues to accept such advisory services for a period of 30 days after the sending of the Negative Consent Notice without termination. Any consent required for the “assignment” (as defined in the Advisers Act) or continuation of any Investment Advisory Contract with a Negative Consent Client shall be deemed given for all purposes under the merger agreement if 30 days have passed since the sending of the Negative Consent Notice to such client and such client continues to accept such advisory services during such 30-day period without termination.

Indemnification, Exculpation and Insurance

Under the merger agreement, the Company and Parent agreed that, for a period of six years following the effective time of the company merger, Parent will or will cause the Surviving Corporation to, indemnify and hold harmless the present and former directors, officers and employees of the Company and its subsidiaries against all claims arising out of (i) the fact that the indemnified party is or was an officer, director, employee, fiduciary or agent of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the company merger effective time to the fullest extent permitted under applicable law.

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In addition, for a period of six years following the effective time, Parent will either maintain the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries, or provide substitute policies or purchase or cause the Surviving Corporation to purchase a “tail policy” providing such liability insurance, in either case with terms no less favorable than those of the Company’s existing policy. After the company merger effective time, Parent will not be required to pay more than 300% of the last aggregate annual premium paid by the Company prior to the date of the merger agreement for its existing policies, and will purchase only as much coverage as reasonably practicable for such amount. If the Surviving Corporation purchases a “tail policy,” the Surviving Corporation will not be required to pay more than 300% of the last annual premium, and will purchase the maximum amount of coverage that can be obtained for such amount. At the Company’s option and in lieu of the foregoing obligations of Parent, the Company may purchase, prior to the effective time, a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the Company’s and its subsidiaries’ existing policies, with respect to matters arising on or before the company merger effective time, covering without limitation the transactions contemplated by the merger agreement. If the Company purchases such “tail policy,” the Company may not pay more than 300% of the last annual premium. If such prepaid policy has been obtained by the Company prior to the company merger effective time, Parent will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

If any legal action is instituted against any of the present and former directors and officers of the Company and its subsidiaries on or prior to the sixth anniversary of the effective time, the indemnification, exculpation and insurance provisions under the merger agreement shall continue until the final disposition of such legal action. The parties to the merger agreement agreed that the indemnification, exculpation and insurance provisions under the merger agreement will not be deemed exclusive of other rights held by the present and former directors and officers of the Company and its subsidiaries under law, contract or otherwise and will survive the consummation of the merger.

Other Covenants

The merger agreement contains certain other covenants, including covenants relating to Parent’s debt financing and access to information and confidentiality, the Company’s and the Company Board’s obligations with respect to the application of takeover laws to the merger agreement and the transactions contemplated thereby, public announcements regarding the transactions contemplated by the merger agreement and notification obligations upon the occurrence of certain events.

Conditions to Completion of the Mergers

The obligations of each party to consummate the mergers are subject to the satisfaction or waiver of certain customary conditions on or prior to the company merger effective time, including the following:

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The obligations of the Company and Group LLC to complete the mergers are subject to the satisfaction or waiver of additional conditions, which include the following:

Parent’s and merger subs’ obligations to consummate the mergers are subject to the satisfaction or waiver of additional conditions, which include the following:

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Termination of the Merger Agreement

The merger agreement may be terminated, and the mergers may be abandoned at any time prior to the company merger effective time, whether before or after stockholder approval has been obtained:

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Effect of Termination

If the merger agreement is terminated, it will become void and have no effect, without any liability or obligation on the part of the parties, except that the confidentiality agreement and certain provisions of the merger agreement, including, among others, the provisions relating to brokers, public announcements, the effect of termination of the merger agreement, fees and expenses, the notice information and obligations of the parties, governing law, submission to jurisdiction and waiver of jury trial will survive termination. In addition, the company’s liability for any “willful breach” (as defined in the merger agreement) by it of the merger agreement will survive termination.

Termination Fees and Expenses

Except as expressly provided in the merger agreement, all fees and expenses incurred in connection with the merger agreement, the mergers and the other transactions contemplated by the merger agreement will be paid by the party incurring such fees or expenses, whether or not the mergers are consummated. Fees and expenses incurred in connection with the Debt Financing shall be borne solely by Parent and any expenses incurred in connection with the filing, printing and mailing of the proxy statement (including applicable SEC filing fees) and the solicitation of the Company stockholder approval shall be shared equally by Parent and the Company.

The Company agreed to pay Parent a one-time termination fee (the “company termination fee”) of $3,140,000 in the event that the merger agreement was terminated by the Company prior to the no-shop period start date (which period ended on May 10, 2022) in order to pursue a superior proposal in compliance with the merger agreement. The Company has also agreed to pay a termination fee of $8,790,000 in the event that:

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The parties have agreed that in the event that Parent receives the Company termination fee (plus related collection costs, if any), and except for a willful breach by the Company of the merger agreement, the receipt of such amount will be deemed to be liquidated damages for any and all losses suffered by Parent, merger subs and their respective affiliates, or any other person in connection with the merger agreement (and its termination), the transactions contemplated by it (and the abandonment of it) or any matter forming the basis for such termination, and none of Parent, merger subs, or any of their affiliates, or any other person will be entitled to bring or maintain any other legal action against the Company or any of their affiliates arising out of the merger agreement, any of the transactions contemplated by it or any matters forming the basis for such termination. Parent has further agreed that payment of the termination fee (plus any related collection costs) will be the sole and exclusive monetary remedy of Parent, merger subs and any other person against the Company or its affiliates in connection with the transactions contemplated by the merger agreement, and, subject to Parent’s and merger subs’ right to seek specific performance, injunctive relief or other equitable relief to enforce the merger agreement, none of the Company or any of its affiliates shall have any other liability or obligation (other than to the Company) for any losses, claims, damages or liabilities suffered or incurred by Parent, merger subs, their respective affiliates or any other person relating to or arising out of the merger agreement and the transactions contemplated by it (including the failure to consummate the merger).

Parent has agreed that Parent will pay to the Company a termination fee of $15,070,000 in cash, in the event that the merger agreement is terminated (i) by Parent or the Company at the termination date if on such termination date all of the conditions to the obligations of Parent have then been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at closing), (ii) by the Company if (A) Parent or either merger sub has breached or failed to perform any of its representations, warranties, covenants or agreements (which breach or failure cannot be cured) or (B) if Parent fails to consummate the mergers at a time when all of the conditions to the obligations of Parent have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at closing) and the Company has notified Parent that the Company is ready, willing and able to consummate the mergers, or (iii) by Parent at the termination date when the Company would otherwise be entitled to terminated pursuant to clause (ii) above.

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The Company has further agreed that payment of the Parent termination fee in this foregoing paragraph (plus any related collection costs) from Parent will be the sole and exclusive monetary remedy of the Company, its subsidiaries and their related parties and affiliates relating to or arising out of the merger agreement and the transactions contemplated by it (including the failure to consummate the merger).

Amendment or Supplement

The merger agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective boards of directors at any time prior to the company merger effective time, whether before or after Company stockholder approval has been obtained. However, after Company stockholder approval has been obtained, the merger agreement provides that no amendment may be made that, pursuant to applicable law, requires further approval by the stockholders of the Company without the Company receiving such further approval. Further, the merger agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment thereto, signed on behalf of each of the parties in interest at the time of the amendment.

Financing

The merger agreement does not contain any financing-related contingencies or financing conditions to consummation of the mergers. We anticipate that the total amount of funds necessary to consummate the mergers and related transactions, including payment of related fees and expenses, is approximately $6.4 million, which will be funded with the net proceeds of the Equity Financing and Debt Financing described above, along with cash on hand of the Company and its subsidiaries. This amount does not include funds needed to (i) pay holders of Company common stock and holders of Group LLC units the amounts due under the merger agreement and (ii) pay any fees and expenses of or payable by Parent, the merger subs or the Surviving Corporation at the closing of the mergers.

Parent and Corp Merger Sub have obtained committed financing consisting of (i) equity financing to be provided to Parent by East Asset Management, LLC pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided to Corp Merger Sub by the lenders party to the Debt Commitment Letter pursuant to the Debt Commitment Letter. In connection with the merger agreement, Parent and Corp Merger Sub have delivered to the Company copies of the Commitment Letters.

Governing Law

The merger agreement and any action (whether at law, in contract or in tort) that may arising out of or relating to the merger agreement or the transaction contemplated by it will be governed by and construed in accordance with the internal laws of the State of Delaware (without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware).

Specific Performance

The merger agreement provides that the parties are entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions and other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of it, in the Court of Chancery of the State of Delaware. Under no circumstances shall the Company be entitled to receive both a grant of specific performance that results in the closing, on the one hand, and the payment of the Parent Termination Fee or any other damages, on the other hand.

In addition, the Company shall only have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the closing to occur or to cause the Equity Financing (as defined in the merger agreement) to fund if, and only if, (A) all of the closing conditions set forth

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in Section 6.1 (the mutual closing conditions) and Section 6.3 (the closing conditions for the benefit of Parent) of the merger agreement have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the closing, which conditions would be capable of being satisfied at the closing), (B) the debt financing has been funded in accordance with the terms and conditions of the Debt Commitment Letter or will be funded in accordance with the terms and conditions of the Debt Commitment Letter if the Equity Financing is funded, (C) Parent and merger subs are required to consummate the closing in accordance with the merger agreement, and (D) the Company has irrevocably confirmed to Parent in writing that the Company is ready, willing and able to consummate the closing and that if such specific performance is granted and if the Equity Financing and the Debt Financing are funded.

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AGREEMENTS INVOLVING COMMON STOCK

Support Agreement

In connection with the merger agreement, Parent entered into support agreements, which we refer to as the support agreements, with each of the Section 16 executive officers (including Mr. Mayer, who is also a member of the Company Board), whom we refer to as the supporting stockholders, pursuant to which each of the supporting stockholders has agreed, subject to certain conditions, to vote, or cause to be voted, all shares of Company common stock beneficially owned by them (as of the record date of the Company stockholders meeting held to obtain Company stockholder approval):

The support agreement also restricts the supporting stockholders from transferring any shares of Company common stock beneficially owned by them prior to the earliest of: (i) the closing of the transactions, (ii) the date on which the merger agreement is validly terminated, (iii) in accordance with its terms, (iv) the completion of the special meeting (including any adjournment or postponement) (regardless of whether the merger agreement is approved or not) and (v) written notice of the termination of the support agreement by Parent to the applicable Company supporting stockholder. The support agreement also restricts, after the no-shop period start date, the Company supporting stockholders from entering into discussions or solicitations with respect to alternate transactions, but does not restrict the Company supporting stockholders, in any such stockholder’s capacity as a director, officer or employee of the Company and/or its subsidiaries, from participating in discussions and negotiations with, and furnishing information and data to, any person with whom the Company Board has determined to engage in discussions and negotiations, and with whom the Company Board is then engaging in discussions and negotiations, in each case pursuant to and in compliance with the merger agreement.

As of June 29, 2022, the latest practicable date prior to the filing of this proxy statement, the supporting stockholders collectively held 1,896,167 shares of Company common stock representing approximately 10% of the voting power of the Company’s outstanding capital stock.

Rollover Agreement

Concurrently with the execution and delivery of the merger agreement, TopCo entered into a rollover agreement with Mr. Mayer, as a Rollover Holder, pursuant to which he has committed to contribute, immediately prior to the consummation of the company merger, 175,902 shares of Company common stock and 500,000 options to purchase Company common stock then held by him to TopCo in exchange for equity interests and options in TopCo, subject to the terms and conditions of a rollover agreement with TopCo. Mr. Mayer has also agreed not to transfer any of the options or shares of Company common stock that are subject to the rollover agreement.

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In addition, the rollover agreement provides that at or prior to the rollover closing, Mr. Mayer will enter into a stockholders agreement with TopCo that will govern the rights and obligations of him and the other equity holders of TopCo following consummation of the mergers, including certain restrictions on transfers of the equity interests of TopCo and certain board designation rights (including the right of the Company’s chief executive officer to designate one member of TopCo’s board of directors), tag-along rights, drag-along rights, and liquidity rights with respect to the equity interests of TopCo.

In connection with the rollover agreement, Mr. Mayer also entered into a rollover “bonus” opportunity letter agreement which provides for either a cash payment or the issuance of additional shares of TopCo common stock, in TopCo’s sole discretion, to him based on his continued post-closing ownership of TopCo equity. The amount is determined based on the percentage of equity that such Rollover Holder elects to rollover relative to his equity holdings at the time of the Company’s entry into the merger agreement, and any bonus payment to him will be made after three years subject to his continued employment and amount of retained equity for the term. Mr. Mayer’s bonus opportunity can be valued at an amount up to 5% of the value of his rollover shares (as such, approximately $400,000 in value). See “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

Prior to the closing of the mergers, Parent and certain additional members of management may negotiate and enter into contracts providing for a rollover (immediately prior to the closing) of all or a portion of such members’ shares of Company common stock through their contribution of such shares to TopCo in exchange for equity interests in TopCo. Any additional members of management that become Rollover Holders will also enter into a rollover “bonus” opportunity letter agreement.

The foregoing description of the rollover agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the rollover agreement, a copy of which is attached as Annex C to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements, including those based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the mergers and other information relating to the mergers. The safe harbor provisions in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which may be referenced in the periodic reports incorporated by reference into this proxy statement, do not apply to any forward-looking statements made in connection with the mergers. There are forward-looking statements throughout this proxy statement, including, among others, under the headings “Summary Term Sheet,” “Questions and Answers about the Proposals and the Special Meeting,” “Special Factors—Plans for the Company After the Mergers,” “Special Factors—Certain Effects of the Mergers,” “Special Factors—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger,” “Special Factors—Certain Unaudited Prospective Financial Information,” “Special Factors—Purposes and Reasons of the Callodine Filing Persons for the Company Merger,” “Special Factors—Position of the Callodine Filing Persons as to the Fairness of the Company Merger,” “Special Factors—Fees and Expenses,” and “The Merger Agreement,” and in statements containing the words “believes,” “expects,” “anticipates,” “intends,” “estimates” or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. There can be no assurances that the actual results or developments described in such forward-looking statements will be realized, or even if realized, that they will have the expected effects on the business or operations of the Company (including the mergers). These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this proxy statement, except as required by law. In addition to other factors and matters contained or incorporated in this document, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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All of the forward-looking statements in this proxy statement are qualified by the information contained or incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information.”

Moreover, other risks and uncertainties of which the Company is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The Company cautions investors that such forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such forward-looking statements.

The forward-looking statements in this proxy statement are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

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PARTIES TO THE MERGERs

The Company

Manning & Napier, Inc.

290 Woodcliff Drive

Fairport, New York 14450

Telephone: (585) 325-6880

The Company is an independent investment management firm that provides its clients with a broad range of financial solutions and investment strategies for both wealth and asset management. Founded in 1970 and headquartered in Fairport, New York, the Company serves a diversified client base of high-net-worth individuals and institutions. The institutions the Company serves include 401(k) plans, pension plans, Taft-Hartley multi-employer plans, endowments and foundations. The Company serves clients through its Wealth and Asset Management divisions. The Company’s Wealth Management private clients are primarily composed of individual investors and families, small businesses and business owners, and small- to mid-sized non-profit organizations, endowments, and foundations. The Company’s Asset Management division includes its Intermediary Distribution Group, focused on delivering its investment strategies and expertise to third-party financial advisors, its dedicated Taft-Hartley team, and its Institutional and Consultant Relations teams, serving 401(k) plans, pension plans, large organizations, institutional investors, and third-party investment consultants. The Company was incorporated in 2011 as a Delaware corporation, and is the sole managing member of Manning & Napier Group, LLC. The Company’s telephone number is (585) 325-6880. For additional information about the Company, see “Where You Can Find More Information” or visit the Company’s website at https://www.manning-napier.com. The information provided on the Company’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement.

Group LLC

Manning & Napier Group, LLC.

290 Woodcliff Drive

Fairport, New York 14450

Telephone: (585) 325-6880

Manning & Napier Group, LLC is a Delaware limited liability company formed in 2011 and is the entity through the Company operates its investment management business. The Company is the sole managing member of Group LLC. The Company owns approximately 97.7544% of the Class A units of Group LLC, and the remaining 2.2456% of the Class A units are held by M&N Group Holdings, LLC. Group LLC’s principal executive offices are located at 290 Woodcliff Drive, Fairport, New York 14450. Group LLC’s telephone number is (585) 325-6880.

Parent and Merger Subs

Callodine Midco, Inc.

Callodine Merger Sub, Inc.

Callodine Merger Sub, LLC

Two International Place, Suite 1830

Boston, MA 02110

Callodine Midco, Inc., a Delaware corporation (“Parent”), is an affiliate of Callodine Group, LLC (“Callodine”). Parent was formed solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements. Parent’s principal executive offices are located at Two International Place, Suite 1830, Boston, MA 02110, and its telephone number is (617) 880-7480.

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Callodine Merger Sub, Inc., a Delaware corporation (“Corp Merger Sub”), is a wholly-owned subsidiary of Parent formed by Parent solely for the purposes of engaging in the transactions contemplated by the merger agreement. Upon completion of the company merger, Corp Merger Sub will be merged with and into the Company, and Corp Merger Sub will cease to exist. Corp Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements. Corp Merger Sub’s principal executive offices are located at Two International Place, Suite 1830, Boston, MA 02110, and its telephone number is (617) 880-7480.

Callodine Merger Sub, LLC, a Delaware limited liability company (“LLC Merger Sub” and together with Corp Merger Sub, the “merger subs”), is a wholly-owned subsidiary of Corp Merger Sub formed by Corp Merger Sub solely for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the LLC merger, LLC Merger Sub will be merged with and into Group LLC, and LLC Merger Sub will cease to exist. LLC Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements. LLC Merger Sub’s principal executive offices are located at Two International Place, Suite 1830, Boston, MA 02110, and its telephone number is (617) 880-7480.

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OTHER INTERESTED PARTIES IN THE MERGERS

James Morrow

Callodine Group, LLC

Callodine Aggregator, LLC

c/o Callodine Group, LLC

Two International Place, Suite 1830

Boston, MA 02110

Telephone: (617) 880-7480

Callodine Group, LLC, a Delaware limited liability company (“Callodine”), is an entity controlled and principally owned by James Morrow. Callodine is an asset management platform with approximately $2 billion in assets under management and that specializes in yield-oriented investment strategies. Upon completion of the merger, Callodine will partially own and will control Callodine Aggregator, LLC, a Delaware limited liability company (“Aggregator”) formed for purposes of funding the mergers and indirectly investing in the Surviving Corporation. EAM will also own an equity interest in Aggregator.

Formed in 2010, EAM is dedicated to investing in private and public market securities and has formed multiple investment vehicles that provide capital to a variety of industries including energy, media, real estate, asset management, and sports and entertainment. EAM is an entity owned by Terrence and Kim Pegula, owners of Pegula Sports & Entertainment, the management company streamlining key business areas across all Pegula family-owned sports and entertainment properties including the Buffalo Bills, Buffalo Sabres, Buffalo Bandits, Rochester Nighthawks, Rochester Americans, Harborcenter, Black River Entertainment and ADPRO Sports. EAM is a strategic investor in Callodine and its managed funds.

Each of Callodine’s and Aggregator’s principal executive offices are located at Two International Place, Suite 1830, Boston, MA 02110, and its telephone number is (617) 880-7480.

The name and material occupation, position, office or employment of the directors and officers of Callodine are listed below. During the past five years, none of the directors or officers listed below have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Callodine MN Holdings, Inc.

Callodine MidCo, Inc.

Callodine Merger Sub, Inc.

Callodine Merger Sub, LLC

c/o Callodine MN Holdings, Inc.

Two International Place, Suite 1830

Boston, MA 02110

Telephone: (617) 880-7480

Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), is currently a wholly-owned subsidiary of Aggregator, formed by Callodine solely for the purposes of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, TopCo will continue to be controlled by Aggregator, but will

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also have one or more minority shareholders (including Mr. Mayer). Callodine MidCo, Inc. (“Parent”), is a wholly-owned subsidiary of TopCo, Callodine Merger Sub, Inc. (“Corp Merger Sub”) is a wholly-owned subsidiary of Parent, and Callodine Merger Sub, LLC (“LLC Merger Sub”) is a wholly owned subsidiary of Corp Merger Sub. None of TopCo, Parent, Corp Merger Sub, or LLC Merger Sub have conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements. Each of TopCo’s, Parent’s, Corp Merger Sub’s, and LLC Merger Sub’s principal executive offices are located at Two International Place, Suite 1830, Boston, MA 02110, and its telephone number is (617) 880-7480.

Marc O. Mayer

Marc O. Mayer

Chairman and Chief Executive Officer

Manning & Napier, Inc.

290 Woodcliff Drive

Fairport, New York 14450

Telephone: (585) 325-6880

Mr. Mayer has served as the Chairman of the Company Board since July 30, 2020 and as Chief Executive Officer of the Company since January 2019. Mr. Mayer has also served as the President of the Company’s affiliates Manning & Napier Advisors, LLC, Group LLC, and Rainier Investment Management, LLC, since January 2019. Mr. Mayer is responsible for the overall execution of the Company’s business plan.

Mr. Mayer has not been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) and was not a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws. Mr. Mayer is a citizen of the United States.

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INFORMATION ABOUT THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

The Company will hold the special meeting via live webcast on August 3, 2022 at 10:00 AM eastern time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/MN2022SM where you will be able to attend the live meeting and vote online. Additionally, you will be able to vote up until 11:59 PM Eastern Time the day before the meeting date by visiting www.proxyvote.com and following the instructions. We encourage you to allow ample time for online check-in, which will open at 9:45 AM eastern time on August 3, 2022. Please note that you will not be able to attend the virtual special meeting in person. The purpose of the special meeting is to consider and vote on the merger agreement proposal, the non-binding named executive officer merger-related compensation proposal and the adjournment proposal.

Our stockholders must approve the merger agreement proposal in order for the mergers to occur. If our stockholders fail to approve the merger agreement proposal, the mergers will not occur. Approval of the non-binding named executive officer merger-related compensation proposal and the adjournment proposal are not conditions to completion of the mergers. A copy of the merger agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety. We encourage you to read the merger agreement carefully in its entirety.

The votes on the non-binding named executive officer merger-related compensation proposal and the adjournment proposal are separate and apart from the merger agreement proposal. Accordingly, a stockholder may vote against the non-binding named executive officer merger-related compensation proposal and/or the adjournment proposal and nevertheless vote to approve the merger agreement proposal (and vice versa).

Who Can Vote at the Special Meeting

Only holders of record of the Company common stock, as of the close of business on June 10, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that person how to vote those shares or obtain an authorization from them and vote the shares yourself at the special meeting. As of the close of business on the record date, there were 19,124,332 shares of Company common stock outstanding, all of which were shares of Class A common stock.

Quorum

To conduct any business at the special meeting, a quorum must be present virtually or by proxies. The holders of at least a majority of the issued and outstanding shares of Company common stock entitled to vote at the special meeting, represented virtually or by proxy, will constitute a quorum for the transaction of business at the special meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. As of the close of business on the record date, there were 19,124,332 shares of the Company common stock outstanding, all of which were shares of the Company’s Class A common stock. Accordingly, 9,562,167 shares of the Company common stock must be represented virtually or by proxy at the special meeting to constitute a quorum.

If you are a Company stockholder of record and you vote by mail, by telephone or through the Internet or at the special meeting via the virtual meeting website, then your shares of Company common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Company common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares of Company common stock will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of Company common stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares of Company common stock will not be counted in determining the presence of a quorum.

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Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment of the special meeting, unless the holder is present solely to object to the special meeting. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established.

Votes Required; Treatment of Abstentions and Broker Non-Votes

Approval of the merger agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Company common stock.

Approval of the non-binding named executive officer merger-related compensation proposal requires the affirmative vote of a majority of the votes entitled to be cast by all shares of Company common stock.

Approval of the adjournment proposal will require the affirmative vote of the holders of shares of Company common stock represented virtually or by proxy having a majority of the votes entitled to vote thereon at the special meeting.

A vote to abstain will have the same effect as voting against each proposal as to which you abstain.

If you are a holder of record, failure to submit a proxy or to vote via the virtual meeting website will have the same effect as a vote against each proposal, except with respect to the adjournment proposal, for which such failure to submit a proxy or vote shall have no effect.

If your shares of Company common stock are held in “street name” by your broker, you should instruct your broker how to vote your shares using the enclosed voting instruction card provided by your broker. Under applicable regulations, brokers, banks and other nominees who hold shares in “street name” for customers may not exercise their voting discretion with respect to non-routine matters such as the proposals to be voted upon at the special meeting. As a result, if you do not instruct your broker, bank or other nominee how to vote your shares of Company common stock, your shares will be treated as “broker non-votes” and will not be voted, which will have the same effect as voting against each proposal, except with respect to the adjournment proposal, for which broker non-votes not voted will have no effect.

How to Vote

Your vote is important. Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the Internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on the day before the special meeting.

If you are a holder of record and sign and return a proxy card but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares of Company common stock will be voted in favor of that proposal.

If you wish to vote by proxy and your shares of common stock are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Company common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals.

The stockholders of record as of the close of business on the record date for the special meeting, their duly appointed proxy holders, and the “street name” stockholders who beneficially owned shares of Company common stock as of the close of business on the record date are entitled to participate in the virtual meeting and

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will need their assigned control number to vote shares virtually at the special meeting. The control number can be found on your proxy card. If your shares are held in the name of a bank, broker or other nominee and you do not have the assigned control number, please follow the instructions on the voting instruction card, or other applicable proxy notices, furnished by your bank, broker or other nominee to vote your shares accordingly or contact your bank, broker or other nominee for instructions. If your shares are held in the name of a bank, broker or other nominee, in order to vote online at the virtual special meeting, you must first obtain a valid legal proxy from your broker, bank or other nominee and then register in advance to attend and vote at the special meeting.

If you have any questions about how to vote or direct a vote in respect of your shares of Company common stock, you may contact our proxy solicitor, Alliance Advisors, LLC, toll-free at (866) 619-8917.

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares or book-entry shares will be mailed to stockholders if the mergers are consummated.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, AS PROMPTLY AS POSSIBLE, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING ONLINE MAY REVOKE THEIR PROXIES AND VOTE ELECTRONICALLY AT THE SPECIAL MEETING.

Revocation of Proxies

Any proxy given by a Company stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of Company common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Only your last submitted proxy will be considered. Please cast your vote “FOR” each of the proposals, following the instructions in your proxy card or voting instruction form provided by your broker, bank or other nominee, as promptly as possible.

Adjournments

Although it is not currently expected, the special meeting may be adjourned one or more times in accordance with the merger agreement to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the merger agreement proposal. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or voting instruction card. If a quorum is not present, the

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person presiding at the special meeting or the stockholders holding a majority of the Company common stock represented virtually or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting in accordance with the merger agreement until a quorum shall be present. If the adjournment is for more than 30 days after the date of this proxy statement, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies or voting instructions will be able to revoke them at any time prior to the final vote on the proposals. If you are a holder of record and return a proxy without indicating how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Alliance Advisors, LLC (“Alliance”) to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not anticipated to exceed $40,000 in total (to be shared equally with Parent). The Company also will reimburse brokers, banks, other nominees, custodians and fiduciaries representing beneficial owners of the shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of our shares of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies.

Recommendation of the Company Board

After consideration, all of the members of the Company Board (with Mr. Mayer recused) (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the company merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) determined that the company merger is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the company merger and the other transactions upon the terms and subject to the conditions contained therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement. Accordingly, the Company Board recommends:

Mr. Mayer, the Chairman of the Company Board and Chief Executive Officer of the Company, was recused from the foregoing determination, and did not participate in the related Company Board vote and approval, due to his potential interests in the transaction.

You should read “Special Factors—Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger” for a discussion of the factors that the Company Board (other than Mr. Mayer who was recused) considered in deciding to recommend the approval of the merger agreement. See also “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

Voting Intentions of the Company’s Directors and Executive Officers

Our executive officers (including Mr. Mayer, who is also a member of the Company Board) have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned

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directly by them “FOR” the merger agreement proposal, “FOR” the non-binding named executive officer merger-related compensation proposal, and “FOR” the adjournment proposal. As of June 10, 2022, the record date for the special meeting, our executive officers directly owned, in the aggregate, 1,896,167 shares of Company common stock entitled to vote at the special meeting, or collectively approximately 10% of the outstanding shares of Company common stock entitled to vote at the special meeting.

Mr. Mayer, the Company’s Chairman and Chief Executive Officer, and the other Section 16 officers of the Company, who collectively beneficially own approximately 10% of the voting power of the Company’s outstanding capital stock, have separately entered into support agreements, pursuant to which they have agreed to vote their shares in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the company merger, subject to and in accordance with the terms and conditions of the applicable support agreement. Copies of the Support Agreements are attached as Annex B to the accompanying proxy statement. The obligations of the Company supporting stockholders under the support agreements will automatically terminate without any further action required by any person upon the earliest to occur of (i) the closing of the transactions, (ii) the date on which the merger agreement is validly terminated in accordance with its terms, (iii) the completion of the Company stockholders meeting (regardless of whether the merger agreement is approved or not) and (iv) written notice of the termination of the Support Agreement by Parent to the Company supporting stockholders.

As of the date of the filing of this proxy statement, none of Parent, merger subs nor any of their respective affiliates (as defined under Rule 405 of the Securities Act) beneficially owns any shares of Company common stock.

Abstentions

An abstention will have the same effect as a vote cast “AGAINST” the merger agreement proposal, the non-binding named executive officer merger-related compensation proposal and the adjournment proposal, but will count for the purposes of determining if a quorum is present at the special meeting.

Anticipated Date of Completion of the Mergers

We are working to complete the mergers as promptly as practicable. Assuming timely satisfaction of necessary closing conditions, we anticipate that the mergers will be completed in the third quarter of 2022. If our stockholders vote to approve the merger agreement proposal, the mergers will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the mergers as set forth in the merger agreement.

Householding of the Proxy Statement

The SEC rules permit companies and intermediaries such as brokers, banks and other nominees to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single proxy statement. This process is commonly referred to as “householding” and can result in significant cost savings for the Company. To take advantage of this opportunity, the Company, brokers, banks and other nominees who hold your shares may deliver only one proxy statement to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your bank or broker, and direct your written request to the Company at Manning & Napier, Inc.

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Attn: Investor Relations Department, 290 Woodcliff Drive, Fairport, New York 14450, or contact our Investor Relations Department toll-free at 1-800-983-3369. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their banker or broker. For more information, see “Information about the Special Meeting—Questions and Additional Information” below or “Where You Can Find More Information.”

Questions and Additional Information

If you have additional questions about the special meeting, the mergers or this proxy statement, need assistance in submitting your proxy or voting your shares of Company common stock, or need additional copies of the proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor in connection with the special meeting:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

Stockholders and brokers, banks and other nominees may call (866) 619-8917 (toll-free).

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THE MERGERS

(THE MERGER AGREEMENT PROPOSAL — PROPOSAL 1)

The Proposal

The Company is asking you to approve the proposal to adopt the Agreement and Plan of Merger, dated as of March 31, 2022, by and among the Company, Group LLC, Parent and the merger subs, pursuant to which Corp Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent, and LLC Merger Sub will be merged with and into Group LLC, with Group LLC surviving the merger as a wholly owned subsidiary of the Company. A copy of the merger agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Vote Required and Board Recommendation

Approval of the merger agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock of the Company.

The Company Board (other than Mr. Mayer who was recused from the meeting of the Company Board at which such determination was made), on behalf of the Company, has determined that the merger agreement and the transactions contemplated by it, including the company merger, are fair, advisable to and in the best interests of the Company and is stockholders, and approved the merger agreement and the transactions contemplated by it, including the mergers, and recommends that you vote “FOR” the merger agreement proposal.

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