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:
International Series, Technology Series, World Opportunities Series,
Small Cap Series, Diversified Tax Exempt Series, New York Tax Exempt
Series, Ohio Tax Exempt 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, 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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<PAGE>
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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
International Series 1,645,694 17,300,172
Technology Series 4,212,766 44,608,367
World Opportunities Series 7,582,503 75,856,659
Small Cap Series 1,521,782 18,457,745
Diversified Tax Exempt Series 535,294 5,427,100
New York Tax Exempt Series 1,002,977 9,923,094
Ohio Tax Exempt Series 187,378 1,880,010
TOTAL 16,688,394 173,453,147
</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
International Series 1,645,694 17,300,172
Technology Series 4,212,766 44,608,367
World Opportunities Series 7,582,503 75,856,659
Small Cap Series 1,521,782 18,457,745
Diversified Tax Exempt Series 535,294 5,427,100
New York Tax Exempt Series 1,002,977 9,923,094
Ohio Tax Exempt Series 187,378 1,880,010
TOTAL 16,688,394 173,453,147
</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
International Series 184,488 2,044,126
Technology Series 243,127 2,487,188
World Opportunities Series 43,147 433,194
Small Cap Series 745,911 8,765,039
Diversified Tax Exempt Series 60,908 612,628
New York Tax Exempt Series 137,887 1,351,346
Ohio Tax Exempt Series 30,485 305,066
TOTAL 1,445,953 15,998,587
<PAGE>
</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):
$173,453,147
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable):
+ 15,998,587
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable)
(111,564,311)
(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)
77,887,423
(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)]:
$23,602
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: 2-14-97
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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 20, 1997
February 18, 1997
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, 1996, 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").
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: Ms. Barbara Lapple
