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.
2. Name of each series or class of funds for which this notice is filed:
Small Cap Series, Technology Series, International Series, Life Sciences
Series, Flexible Yield Series I, Flexible Yield Series II, Flexible Yield
Series III, Blended Asset Series I, Blended Asset Series II, New York Tax
Exempt Series, Ohio Tax Exempt Series, Diversified Tax Exempt Series, Energy
Series, Financial Services Series, Global Fixed Income 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:
December 31, 1995
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
Small Cap Series 1,840,553 26,713,110
Technology Series 1,415,392 17,145,335
International Series 4,223,049 41,054,909
Life Sciences Series 23,917 279,564
Flexible Yield Series I 42,563 433,846
Flexible Yield Series II 17,414 173,234
Flexible Yield Series III 23,843 236,968
Blended Asset Series I 406,586 4,437,737
Blended Asset Series II 891,550 10,731,657
New York Tax Exempt Series 905,817 8,705,001
Ohio Tax Exempt Series 163,241 1,658,399
Diversified Tax Exempt Series 330,682 3,323,798
Energy Series 0 0
Financial Services Series 0 0
Global Fixed Income Series 0 0
TOTAL 10,284,607 114,893,558
</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
Small Cap Series 1,840,553 26,713,110
Technology Series 1,415,392 17,145,335
International Series 4,223,049 41,054,909
Life Sciences Series 23,917 279,564
Flexible Yield Series I 42,563 433,846
Flexible Yield Series II 17,414 173,234
Flexible Yield Series III 23,843 236,968
Blended Asset Series I 406,586 4,437,737
Blended Asset Series II 891,550 10,731,657
New York Tax Exempt Series 905,817 8,705,001
Page 2 of 4
<PAGE>
163,241 1,658,399
Ohio Tax Exempt Series
Diversified Tax Exempt Series 330,682 3,323,798
Energy Series 0 0
Financial Services Series 0 0
Global Fixed Income Series 0 0
TOTAL 10,284,607 114,893,558
</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
Small Cap Series 2,289,934 27,662,435
Technology Series 1,612,684 17,272,178
International Series 460,661 4,327,528
Life Sciences Series 3,400,120 27,898,873
Flexible Yield Series I 1,658 16,778
Flexible Yield Series II 2,527 25,352
Flexible Yield Series III 4,597 46,488
Blended Asset Series I 75,731 811,707
Blended Asset Series II 180,298 2,145,684
New York Tax Exempt Series 99,114 973,495
Ohio Tax Exempt Series 21,448 215,626
Diversified Tax Exempt Series 43,117 433,995
Energy Series 0 0
Financial Services Series 0 0
Global Fixed Income Series 0 0
TOTAL 8,191,889 81,830,139
</TABLE>
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):
$114,893,558
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<PAGE>
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 81,830,139
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable)
(133,546,708)
(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)
63,176,989
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vii)]:
$ 21,785.17
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: 2-9-96
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 , Compliance Administrator
Sandie Thomas
Date: February 12, 1996
Psage 4 of 4
February 8, 1996
Manning & Napier Fund, Inc.
One Lincoln First Square
Suite 1100
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"). This opinion relates to shares of common
stock, par value $.01 per share, sold by the Fund in reliance upon Rule 24f-2
during its fiscal year ended December 31, 1995, 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 its shares of common stock, 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").
<PAGE>
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
cc: Ms. Barbara Lapple
