MANNING & NAPIER FUND, INC.
1100 CHASE SQUARE
ROCHESTER, NY 14604
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 10, 1996
To the Shareholders of the Manning & Napier Fund, Inc.:
You are cordially invited to the Special Meeting of Shareholders of the
Manning & Napier Fund, Inc. (the Fund) on April 10, 1996 at 9:00 a.m. in the
12th floor conference room of Manning & Napier Advisors, Inc. (Manning &
Napier), 1100 Chase Square, Rochester, New York for the purpose of considering
the proposal set forth below and for the transaction of such other business as
may be properly brought before the meeting.
1. To consider and act upon a proposal to elect a Board of Directors
(voted on by the Shareholders of the Fund as a whole).
In accordance with their own discretion, the proxies are authorized to
vote on other such business as may properly come before the meeting.
By Order of the Board
of Directors
MANNING & NAPIER FUND,
INC.
Barbara Lapple,
Secretary
Each shareholder is cordially invited to attend the meeting. However, if
you are unable to be present at the meeting, you are requested to mark, sign
and date the enclosed proxy and return it promptly in the enclosed envelope so
that the meeting may be held and a maximum number of shares may be voted.
Shareholders of record at the close of business on February 20, 1996 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
March 8, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AT THE MEETING
AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY
TIME PRIOR TO ITS USE.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
If you sign, date and return the proxy card but give no voting
instructions, your shares will be voted FOR all proposals noticed above. In
order to avoid the additional expense to the Fund of further solicitation,
please mail your proxy card promptly. Unless proxies of corporations and
partnerships are signed by the appropriate persons as indicated in the voting
instructions on the proxy card, they will not be voted.
<PAGE>
MANNING & NAPIER FUND, INC.
1100 CHASE SQUARE
ROCHESTER, NY 14604
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 10, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Manning & Napier Fund, Inc. (the Fund)
for use at the Special Meeting of Shareholders of the Fund to be held on
Wednesday, April 10, 1996 or at any adjournment thereof, and is intended to be
mailed to shareholders on or about March 8, 1996. Even though you sign and
return the accompanying proxy, you may revoke it by giving written notice of
such revocation to the Secretary of the Fund prior to the meeting or by
delivering a subsequently dated proxy or by attending and voting at the
Meeting in person. The Fund expects to solicit proxies principally by mail,
but the Fund or its agents may also solicit proxies by telephone, telegraph or
personal contact. The costs of solicitation will be borne by the Fund.
THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF
SHARES REPRESENTED THEREBY AS DIRECTED OR, IN THE ABSENCE OF SUCH DIRECTION,
FOR THE APPROVAL OF THE BOARD OF DIRECTORS.
On February 20, 1996, the record date for the determination of the
shareholders entitled to notice of and to vote at the Meeting or any
adjournment thereof, there were issued and outstanding the following number of
shares of each series of the Fund: 12,117,946.643 shares of Class A common
stock - Small Cap Series;
28,157.181 shares of Class B common stock - Maximum Horizon Series;
8,366,642.199 shares of Class D common stock - Technology Series; 45,199.220
shares of Class E common stock - Defensive Series;
13,493,891.449 shares of Class G comon stock - International Series;
19,938.016 shares of Class H common stock - Tax Managed Series; 924,686.911
shares of Class K common stock - Blended Asset Series I; 1,887,487.514 shares
of Class L common stock - Blended Asset Series II; 22,294.026 shares of
Class M common stock - Flexible Yield Series I; 41,609.558 shares of Class N
common stock - Flexible Yield Series II; 105,118.401 shares of Class O common
stock - Flexible Yield Series III; 2,966,921.680 shares of Class P common
stock - New York Tax Exempt Series; 625,447.447 shares of Class Q common
stock - Ohio Tax Exempt Series; and 1,257,507.301 shares of Class R common
stock - Diversified Tax Exempt Series. No shares of the other classes of
common stock have been issued. Each share is entitled to one vote and each
fractional share is entitled to a proportionate fractional vote on each matter
to which such shares are to be voted at the Meeting.
I. ELECTION OF TRUSTEES
At the Meeting, it is proposed that five directors will be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all proxies on behalf of the shareholders for the
election of Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter
L. Faber and Harris H. Rusitzky. Messrs. Auspitz, Birmingham, Faber and
Rusitzky are currently members of the Board of Directors. Mr. Birmingham has
not previously been elected by the shareholders. Mr. Ashley has not previously
been elected by the shareholders and has not previously served on the Board.
<PAGE>
Because the Fund does not hold regular annual shareholder meetings, each
nominee, if elected will hold office until his successor is elected and
qualified. Under Maryland law, a Fund registered under the Investment Company
Act of 1940, as amended (the 1940 Act) is not required to hold annual
meetings. The Fund has availed itself of this provision and will achieve cost
savings by eliminating printing, mailing charges and other expenses involved
in routine annual meetings.
Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act, or required or permitted by the
By-Laws of the Fund. In compliance with the 1940 Act, shareholder meetings
will be held to elect Directors whenever fewer than a majority of the
Directors holding office have been elected by the shareholders or, if
necessary in the case of filling vacancies, to assure that at least two-thirds
of the Directors holding office after vacancies are filled have been elected
by the shareholders. The Fund may hold shareholder meetings to approve changes
in investment policy, a new investment advisory agreement or other matters
requiring shareholder action under the 1940 Act.
A meeting may also be called by shareholders holding at least 10% of the
Shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors, in which case, shareholders may receive assistance in
communicating with other shareholders as if the provisions contained in
Section 16(c) of the 1940 Act applied. In addition, Maryland law provides for
the calling of a special meeting by the written request of shareholders
holding at least 25% of the Shares entitled to vote at the meeting.
Each of the nominees has consented to being named in this Proxy Statement
and to serve as a Director if elected. The Fund knows of no reason why any
nominee would be unable or unwilling to serve if elected. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power to vote for such
person or persons as the management of the Fund may recommend. Directors will
be elected by a plurality of shareholders entitled to vote that are present in
person or by Proxy at the Meeting. If you give no voting instructions, your
Shares will be voted for all nominees named herein for Director and in favor
of any remaining proposal described in this proxy statement.
INFORMATION REGARDING NOMINEES
The following information is provided for each nominee. It includes his
or her name, position with the Fund, age, amount of Shares of the Fund
beneficially owned, principal occupations or employment during the past five
years, and directorships with other companies which file reports periodically
with the Securities and Exchange Commission.
<PAGE>
<TABLE>
<CAPTION>
Name & Position Age Business Experience During the Past Five Shares of Fund Beneficially Percentage
with the Fund Years Including All Directorships Owned as of February 20, 1996
<S> <C> <C> <C> <C>
Stephen B. Ashley 55 Director, Fannie Mae since 1995; Director, Hahn 4,651.652 *** **
Nominee for Automotive, since 1994; Director, Genesee Corp.
Director since 1987; Chairman and Chief Executive
Officer, Sibley Mortgage Corp. since 1975;
Chairman and Chief Executive Officer, Sibley
Real Estate Services, Inc. since 1975
B. Reuben Auspitz* 48 President and Director, Manning & Napier 0 **
Director since Insurance Fund, Inc. since 1995; Member,
1984 Manning & Napier Capital Co., L.L.C. since
1995; Member, Manning & Napier Associates,
L.L.C. since 1995; Member, Fiduciary Services,
L.L.C. since1995; Director, Chairman and
Treasurer, Exeter Trust Co. since 1994;
Director, Manning & Napier Leveraged
Investment Co. since 1994; Director, President
and Treasurer, Manning & Napier Advisory
Advantage Corporation since 1990; President and
Director, Manning & Napier Investor Services,
Inc. since 1990; Executive Vice President,
Manning & Napier Advisors, Inc. since 1983
Martin F. Birmingham 74 Director, Manning & Napier Insurance Fund, Inc. 0 **
Director since since 1995; Director Emeritus, ACC Corporation
1994 since 1994; Trustee, The Freedom Forum since
1980
Peter L. Faber* 57 Partner, McDermott, Will & Emery since 1995; 10,923.807 **
Director since Director, Manning & Napier Insurance Fund, Inc.
1987 since 1995; Former Partner, Kaye, Scholer,
Fierman, Hays & Handler 1984-95
Harris H. Rusitzky 61 Director, Manning & Napier Insurance Fund, Inc. 37,586.145 **
Director since since 1995; President, Blimpie of Central New
1985 York and The Greening Group since 1994;
Formerly Director and Corporate Executive, Serv-
Rite Corporation 1965-94
</TABLE>
* Interested Director within the meaning of the 1940 Act.
** Less than 1%.
*** Mr. Ashley's reported holdings are owned beneficially through his
company's 401 (k) plans.
BOARD APPROVAL OF THE ELECTION OF DIRECTORS
By Unanimous Consent, the Board recommends that shareholders vote for
each of the nominees named in this Proxy Statement. In considering the
nomination of the nominee for election as a Director of the Fund, the
Directors took into account the qualifications of the nominee and the
efficient conduct of the Funds business.
SHAREHOLDER APPROVAL OF THE ELECTION OF DIRECTORS
The favorable vote of a majority of Shares represented at the Meeting at
which a majority of shareholders entitled to vote is present is required for
the election of the Directors. If the Directors are not approved by the
shareholders of the Fund, the Board will consider alternative nominations.
<PAGE>
THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I.
ADDITIONAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name POSITION WITH Age Business Experience During the Past Five Shares of Fund Beneficially
THE FUND Years including All Directorships Owned as of February 20, 1996
B. Reuben Auspitz* Director 48 See Information Regarding Nominees. **
since 1984
Martin F. Birmingham Director 74 See Information Regarding Nominees. **
since 1994
Peter L. Faber* Director 57 See Information Regarding Nominees. **
since 1987
Harris H. Rusitzky Director 61 See Information Regarding Nominees. **
since 1985
Barbara Lapple Corporate 36 Corporate Secretary & Compliance Officer, **
Secretary since Manning & Napier Insurance Fund, Inc. since
1990 1995; Corporate Secretary & Compliance
Officer, Manning & Napier Leveraged Investing
Company, Inc. since 1994; Corporate Secretary
& Compliance Officer, Manning & Napier
Investor Services, Inc. since 1990; Compliance
Officer, Manning & Napier Advisors, Inc. since
1984
William Manning President 59 Director, Mount Union College since 1995; **
since 1985 Director, NCADD since 1995; President,
Director, Founder & CEO, Manning Leasing,
Inc. since 1994; President & Treasurer,
Manning & Napier Leveraged Investing Co.,
Inc. since 1994; President, Director, Founder &
CEO, Synmatix Corp. since 1993;
President, Director, Founder & CEO, Manning
Ventures, Inc. since 1992; President, Director,
Founder & CEO, KSDS, Inc. since 1992;
President, Kent Display Systems, Inc. since
1992; Director, YMCA since 1990; President,
Director and Co-Founder, Manning & Napier
Advisors, Inc. since 1970
Timothy P. Mullaney Treasurer and 28 Treasurer & Chief Financial Officer, Manning & **
- -------------------- --------------- --- ------------------------------------------------- -------------------------------
Chief Financial Napier Insurance Fund, Inc. since 1995; Mutual
Officer since Fund Chief Financial Officer, Manning & Napier
1994 Advisors, Inc. since 1994; Tax Manager,
Investors Bank & Trust, 1/94-7/94; Senior Tax
Associate, Coopers & Lybrand, LLP 1990-94
</TABLE>
* Interested Director within the meaning of the 1940 Act.
** Less than 1%.
<PAGE>
Directors affiliated with the Advisor do not receive fees from the Fund.
Mr. Faber is deemed to be an interested person of the investment advisor
because his firm provides legal services to the Advisor. Each Director who is
not affiliated with the Advisor receives an annual fee of $5,000. Annual fees
are calculated monthly and prorated. Each Director who is not affiliated with
the Advisor also receives $500 per Board Meeting attended for each active
Series of the Fund, plus $500 for any Committee Meeting held on a day on which
a Board Meeting is not held.
The aggregate compensation paid by the Fund to each of the Funds
Directors serving during the fiscal year ended December 31, 1995 is set forth
in the compensation table below.
COMPENSATION TABLE FOR FISCAL YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Name Position from Aggregate Pension Est. Annual Total
Registrant Compensation Benefits upon Compensation
Retirement from Registrant
B. Reuben Auspitz* Director $ 0 N/A N/A $ 0
Martin F. Birmingham Director $ 30,000 N/A N/A $ 30,000
Harris H. Rusitzky Director $ 30,000 N/A N/A $ 30,000
Peter L. Faber* Director $ 30,000 N/A N/A $ 30,000
- -------------------- ------------- ------------- ------- -------------- -----------------
</TABLE>
* Interested Director, within the meaning of the Investment Company Act of
1940 (the 1940 Act).
During the Fiscal year ended December 31, 1995, the Fund paid a total of
$90,000 to its Directors. The officers of the Fund receive no compensation
for performing the duties of their offices. As of February 20, 1996, the
Directors and officers of the Fund as a group beneficially owned less than 1%
of the outstanding Shares of the Fund.
There were six meetings of the Board of Directors held during the fiscal
year ended December 31, 1995. In such fiscal year, all current Directors
attended at least 75% of the meetings of the Board of Directors held during
their respective terms.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement
of independent accountants and reviews, with the independent accountants, the
results of the audit engagement and matters having a material effect on the
Funds financial operations. The members of the Audit Committee are Messrs.
Auspitz, Rusitzky and Mullaney. The Audit Committee met once during the fiscal
year ended December 31, 1995. In such fiscal year, all members attended the
meeting of the Audit Committee.
INDEPENDENT ACCOUNTANTS
A majority of the Funds Board of Directors who are not interested
Directors of the Fund have selected Coopers & Lybrand, LLP and Delotte &
Touche L.L.P. as the independent accountants for the respective Series of the
Fund for the fiscal year ending December 31, 1995. A representative of Coopers
& Lybrand, LLP and Delotte & Touche L.L.P. is expected to be available by
telephone at the Meeting to make a statement if desired and to be available to
respond to appropriate questions from shareholders.
<PAGE>
BENEFICIAL OWNERS
The following persons were known by the Fund to own a record of 5% or more the
of the outstanding voting securities of each Series on February 20, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount of Percent of
Beneficial Beneficial
Series Name & Address Ownership Ownership
- -------------------------- ----------------------------------------------------- ----------- ------------
Defensive Series Conklin Instrument Corporation P/S- 20,554.900 45.47%
DG
West Road
Pleasant Valley, NY 12569
Manning & Napier Advisors, Inc. 12,556.987 27.78%
1100 Chase Square
Rochester, NY 14604
Updike, Kelly & Spellacy, PC/PS 5,730.613 12.67%
One State Street
P.O. Box 231277
Hartford, CT 06123-1277
Brook Anco Corporation 401(k) Plan 5,076.306 11.23%
3495 Winton Place, Building B
Rochester, NY 14623
Technology Series Manning & Napier Advisors, Inc. 689,878.094 8.25%
FBO American Electric Power Co.
Pension Plan
1100 Chase Square
Rochester, NY 14604
Maximum Horizon Series Manning & Napier Advisors, Inc. 12,562.074 44.63%
1100 Chase Square
Rochester, NY 14604
Richard and Katherine Rowley 5,134.021 18.24%
JTWROS
2231 Hunt Club Drive
Castleton on Hudson, NY 12033
Grant C. McKnight IRA 3,102.187 11.02%
68 Longwell Drive
Grove City, PA 16127
Emily Ann McKnight 2,450.980 8.70%
600 Centreville Pike
Slippery Rock, PA 16057
Amanda Jill McKnight 2,450.980 8.70%
600 Centreville Pike
Slippery Rock, PA 16057
International Series Manning & Napier Advisors, Inc. 870,308.879 6.46%
FBO American Electric Power Co.
Pension Plan
1100 Chase Square
Rochester, NY 14604
Tax Managed Series Manning & Napier Advisors, Inc. 12,500.000 62.70%
1100 Chase Square
Rochester, NY 14604
Richard & Katherine Rowley 4,044.489 20.28%
JTWROS
2231 Hunt Club Drive
Castleton on Hudson, NY 12033
Emily Ann McKnight 1,258.812 6.31%
600 Centreville Pike
Slippery Rock, PA 16057
Amanda Jill McKnight 1,007.049 5.05%
600 Centreville Pike
Slippery Rock, PA 16057
Blended Asset Series I Mitchell Pierson, Jr. Inc. 401(k) Plan 58,764.045 6.35%
Exeter Trust Company
1100 Chase Square
Rochester, NY 14604
Blended Asset Series II NAMIC 401(k) Plan & Trust 100,673.404 5.33%
3601 Vincennes Road
Indianapolis, IN 46268
Fexible Yield Series I Manning & Napier Advisors, Inc. 3,923.866 17.60%
1100 Chase Square
Rochester, NY 14604
Penfield Fire Company 3,590.022 16.10%
1838 Penfield Road
Penfield, NY 14526
Stuart R. Kornreich IRA 3,068.214 13.76%
426 Rankin Avenue
Warren, PA 16365
Elaine P. Tecler IRA 2,836.199 12.72%
132 Clintwood Circle
Rochester, NY 14620
James C. & Elaine C. Leitten 1,583.633 7.10%
JTWROS
16 Greenwood Drive
Orchard Park, NY 14127
Joyce J. Kendall IRA 1,116.854 5.00%
62 Green Knolls Drive
Apt. C
Rochester, NY 14620
<PAGE>
Flexible Yield Series II Manning & Napier Advisors, Inc. 13,383.225 32.16%
1100 Chase Square
Rochester, NY 14604
Charles E. Lucas IRA 8,482.354 20.38%
9 Southland Avenue
Lakewood, NY 14750
Penfield Fire Company 3,750.136 9.01%
1838 Penfield Road
Penfield, NY 14526
Jerry J. Vasicek IRA 3,722.273 8.94%
65 Coventry Road
Endicott, NY 13760
June & Richard Dahlin JTWROS 2,827.252 6.79%
1425 2nd Avenue, Apt. 206
Chula Vista, CA 91911
Kent H. Hudson IRA 2,739.739 6.58%
508 Jackson Avenue ext.
Warren, PA 16365
Flexible Yield Series III George T. & Jacqueline A. 19,200.581 18.26%
Golebiewski JTWROS
4693 Pinecrest Terrace
Eden, NY 14057-9757
Manning & Napier Advisors, Inc. 10,411.702 9.90%
1100 Chase Square
Rochester, NY 14604
Boy Scouts of America Troop 31 9,766.986 9.29%
909 Fairport Road
East Rochester, NY 14445
Walter D. & Bethel H. Kogut 7,549.862 7.18%
JTWROS
8066 Irish Mist Lane
Manlius, NY 13104
Peter L. Kogut Jr. & Christine Kogut 7,549.861 7.18%
JTWROS
77 Old Stonfield Way
Pittsford, NY 14534
<PAGE>
Snyder Tank Corporation 7,318.026 6.96%
3774 Lakeshore Road
Buffalo, NY 14219
Perry's Ice Cream, Inc. Deferred Salary P/S Bond Fund 5,567.053 5.29%
One Ice Cream Plaza
Akron, NY 14001
Hoselton Foundation 5,365.759 5.10%
909 Fairport Road
East Rochester, NY 14445
New York Tax Exempt Series Manning & Napier Advisors, Inc. 193,528.030 6.56%
FBO William B. Hale
1100 Chase Square
Rochester, NY 14604
Ohio Tax Exempt Series Manning & Napier Advisors, Inc. 94,449.810 15.13%
FBO Ms. Nancy Peterson
1100 Chase Square
Rochester, NY 14604
Manning & Napier Advisors, Inc. 89,233.381 14.29%
FBO Franklin Eck
1100 Chase Square
Rochester, NY 14604
Allen Thorley Delloyd Inc. 33,469.682 5.36%
5201 Abbe Road
Elyria, OH 44035
</TABLE>
SUBMISSION OF SHAREHOLDER PROPOSALS
As a Maryland corporation, the Fund is not required to hold annual
shareholder meetings, except in certain limited circumstances. Shareholders
who wish to present a proposal for action at the next meeting or suggestions
as to nominees for the Board of Directors should submit the proposal or
suggestions to the Fund to be considered for inclusion in the Funds proxy
statement and form of proxy for such meeting as is held. The Board of
Directors will give consideration to shareholder suggestions as to nominees
for the Board of Directors. Shareholders retain the right, under certain
circumstances, to request that a meeting of shareholders be held for the
purpose of considering the removal of a Director from office, and if such a
request is made, the Fund will assist with shareholder communications in
connection with the meeting.
REPORTS TO SHAREHOLDERS
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1995 TO ANY SHAREHOLDER REQUESTING SUCH REPORT.
REQUEST FOR SUCH REPORT SHOULD BE MADE IN WRITING TO THE MANNING & NAPIER
FUND, INC., 1100 CHASE SQUARE, ROCHESTER, NEW YORK 14604 OR BY CALLING
1-800-466-3863.
<PAGE>
REQUIRED VOTE
Approval of the Proposal with respect to the Fund requires the
affirmative vote of a majority of the outstanding shares of the Fund. As
defined in the 1940 Act, "majority of the outstanding shares" means the vote
of (i) 67% or more of the Fund's outstanding shares present at a Meeting, if
the holders of more than 50% of the outstanding shares of the Fund are present
or represented by proxy, or (ii) more than 50% of the Fund's outstanding
shares, whichever is less.
Abstentions and "broker non-votes" will not be counted for or against the
Proposal, but will be counted for purposes of determining whether a quorum is
present. Abstentions will be counted as votes present for purposes of
determining a "majority of the outstanding voting securities" at the Meeting,
and will therefore have the effect of counting against the Proposal.
DISTRIBUTION
Manning & Napier Investor Services, Inc. ("MNIS") acts as a Distributor
of the Fund shares pursuant to a Distribution Agreement dated April 30, 1993
between the Fund and MNIS. Manning & Napier Investor Services, Inc. is
located at 1100 Chase Square, Rochester, New York 14604.
ADJOURNMENT
In the event that sufficient votes in favor of the Proposal set forth in
the Notice of the Special Meeting are not received by the time scheduled for
the meeting, the persons named as proxies may propose one or more adjournments
of the meeting for period or periods of not more than 60 days in the aggregate
to permit further solicitation of proxies with respect to any of such
Proposal. Any such adjournment will require the affirmative vote of a majority
of the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of
such adjournment of those proxies which they are entitled to vote in favor of
such Proposal. They will vote against any such adjournment of those proxies
required to be voted against any such Proposal. The costs of any such
additional solicitation and of any adjourned session will be borne by the
Fund.
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon according
to their best judgment in the interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND
WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
Barbara Lapple
Secretary
Dated: March 8, 1996
<PAGE>
MANNING & NAPIER FUND, INC.
1100 CHASE SQUARE
ROCHESTER, NY 14604 SPECIAL MEETING APRIL 10, 1996
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned shareholder(s) of the Manning & Napier Fund, Inc. (the
Fund) hereby appoints B. Reuben Auspitz and Barbara Lapple and each of them
(with full power of substitution), the proxy or proxies of the undersigned to
attend the Special Meeting of Shareholders of the Fund to be held on April 10,
1996, and any adjournments thereof, to vote all of the shares of the Fund that
the signer would be entitled to vote if personally present at the Special
Meeting of Shareholders and on any other matters brought before the Meeting,
all be set forth in the Notice of Special Meeting of Shareholders. Said
proxies are directed to vote or refrain from voting pursuant to the Proxy
Statement as indicated upon the matters set forth below.
This Proxy will be voted as indicated below. If no direction is made,
this Proxy will be voted FOR the proposal set forth below. The undersigned
acknowledges receipt with this proxy of a copy of the Notice of Special
Meeting of Shareholders and the Proxy Statement of the Board of Directors.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
1. To consider and act upon a proposal to elect a Board of Directors
(voted on by shareholders of the Fund as a whole):
FOR Against Abstain
(Instructions to withhold authority to vote for any or all of the
nominees, strike a line through the name of such nominee(s)
below.)
1) Stephen B. Ashley, 2) B. Reuben Auspitz, 3) Martin F.
Birmingham, 4) Peter L. Faber, 5) Harris H. Rusitzky
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL.
Please print and sign your name in the space provided to authorize the voting
of your shares as indicated and return promptly. If signing is by attorney,
executor, trustee or guardian, please sign your name and title. For joint
accounts, each joint owner must sign.
Dated: , 1996 Signature of Shareholder
Signature of Shareholder
