APPENDIX I. U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and Address of Issuer:
Manning & Napier Insurance Fund, Inc.
2. Name of each series or class of funds for which this notice is filed:
Bond Portfolio, Moderate Growth Portfolio, Growth Portfolio, Maximum
Horizon Portfolio, Equity Portfolio, Small Cap Portfolio
3. Investment Company Act File Number: 811-7439
Securities Act File Number: 33-64667
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
Not applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Not applicable
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Not applicable
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9. Number and aggregate sale price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
<S> <C> <C>
# of shares sold Value of shares
Bond Portfolio 12,667 126,667
Moderate Growth Portfolio 12,667 126,667
Growth Portfolio 12,667 126,667
Maximum Horizon Portfolio 12,667 126,667
Equity Portfolio 12,667 126,667
Small Cap Portfolio 12,667 126,667
TOTAL 76,002 760,002
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
<TABLE>
<CAPTION>
<S> <C> <C>
# of shares sold Value of shares
Bond Portfolio 12,667 126,667
Moderate Growth Portfolio 12,667 126,667
Growth Portfolio 12,667 126,667
Maximum Horizon Portfolio 12,667 126,667
Equity Portfolio 12,667 126,667
Small Cap Portfolio 12,667 126,667
TOTAL 76,002 760,002
</TABLE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
<TABLE>
<CAPTION>
<S> <C> <C>
Value of shares
# of shares sold as DRIP sold as part of DRIP
Bond Portfolio 0 0
Moderate Growth Portfolio 0 0
Growth Portfolio 0 0
Maximum Horizon Portfolio 0 0
Equity Portfolio 0 0
Small Cap Portfolio 0 0
TOTAL 0 0
</TABLE>
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12. Calculation of Registration Fees
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
760,002
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable):
+ 0
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable)
0
(iv) Aggregate price of shares redeemed or repurchased and previously applied
as a reduction to filing fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during the fiscal year
in reliance on rule 24f-2[ line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable)
760,002
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vii)]:
$230.00
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 2-13-97
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Sandie Thomas
Sandie Thomas, Compliance Administrator
Date: February 21, 1997
February 6, 1997
Board of Directors
Manning & Napier Insurance Fund, Inc.
1100 Chase Square
Rochester, NY 14604
Re: Opinion of Counsel - Manning & Napier Insurance Fund, Inc.
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing
with the Securities and Exchange Commission of Form 24F-2 with respect to
Manning & Napier Insurance Fund, Inc.
We have made such examination of the law and have examined such records
and documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. Manning & Napier Insurance Fund, Inc. (Fund) is an open-end
management investment company.
2. The Fund is a corporation created and validly existing pursuant to
the Maryland Laws.
3. All of the prescribed Fund procedures for the issuance of the
shares have been followed, and, when such shares are issued in accordance
with the Prospectus contained in the Registration Staement for such shares,
all state requirements relating to such Fund shares will have been complied
with.
4. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable law, such shareholders will have
legally-issued, fully paid, non-assessable shares of the Fund.
This opinion is limited solely to its use as an exhibit to your Form
24F-2 filed pursuant to Rule 24f-2.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By:/s/Raymond A. O'Hara III
Raymond A. O'Hara III
