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 Fund, Inc.
1100 Chase Sqaure
Rochester, New York 14604
2. Name of each series or class of funds for which this notice is filed:
Flexible Yield Series I, Flexible Yield Series II, Flexible Yield
Series III, Blended Asset Series I, Blended Asset Series II, Defensive
Series, Tax Managed Series, Maximum Horizon Series
3. Investment Company Act File Number: 2-92633
Securities Act File Number: 2-92633
4. Last day of fiscal year for which this notice is filed:
October 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
Page 1 of 4
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
<S> <C> <C>
# of shares sold Value of shares
Flexible Yield Series I 46,304 468,224
Flexible Yield Series II 7,361 72,902
Flexible Yield Series III 6,096 60,715
Blended Asset Series I 940,658 10,210,779
Blended Asset Series II 1,030,732 12,602,396
Defensive Series 76,159 766,290
Tax Managed Series 23,344 235,926
Maximum Horizon Series 148,143 1,624,294
TOTAL 2,278,797 26,041,526
</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
Flexible Yield Series I 46,304 468,224
Flexible Yield Series II 7,361 72,902
Flexible Yield Series III 6,096 60,715
Blended Asset Series I 940,658 10,210,779
Blended Asset Series II 1,030,732 12,602,396
Defensive Series 76,159 766,290
Tax Managed Series 23,344 235,926
Maximum Horizon Series 148,143 1,624,294
TOTAL 2,278,797 26,041,526
</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
Flexible Yield Series I 1,049 10,556
Flexible Yield Series II 1,460 14,399
Flexible Yield Series III 3,073 30,104
Blended Asset Series I 15,624 169,059
Blended Asset Series II 18,786 230,877
Defensive Series 1,010 10,030
Tax Managed Series 0 0
Maximum Horizon Series 390 4,209
TOTAL 41,392 469,234
</TABLE>
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<PAGE>
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):
26,041,526
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable):
+ 469,234
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable)
(6,337,140)
(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)
20,173,620
(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)]:
$6,113.00
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: 12/27/96
<PAGE>
Page 4 of 4
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: December 27, 1996
2000 One Logan Square MORGAN, LEWIS
Philadelphia, PA 19103-5993 & BOCKIUS LLP
215-953-5000 C O U N S E L O R S A T L A W
December 24, 1996
Manning & Napier Fund, Inc.
1100 Chase Square
Rochester, New York 14604
Re: Rule 24f-2 Notice for Manning & Napier
Fund, Inc. (File No. 2-92633)
Gentlemen:
Manning & Napier Fund, Inc. (the "Fund") is a corporation organized under the
laws of the State of Maryland with its principal place of business in
Rochester, New York. The Fund is an open-end management investment company
with diversified and non-diversified portfolios registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940, as amended (the "1940 Act"). Some of the portfolios have calendar
fiscal years and others have fiscal years ending October 31. This opinion
relates to shares of common stock, par value $.01 per share, sold by certain
portfolios of the Fund in reliance upon Rule 24f-2 during their fiscal years
ended October 31, 1996 (the "October 31 portfolios"), the registration of
which is made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection with the
authorization of issuance of the shares of common stock of the October 31
portfolios, par value $.01 per share, which have been offered under a
Prospectus or Prospectuses included as part of the Fund's Registration
Statement on Form N-1A, as amended to the date hereof, which has been filed
with the Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold and issued
in return for the payment described in the Fund's Registration Statement, were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP
cc: Barbara Lapple
