AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1998
Registration Nos. 2-92633
811-04087
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No.30 [ X ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 33 [ X ]
EXETER FUND, INC.
_________________________________________________
(Exact name of registrant as specified in charter)
1100 Chase Square
Rochester, New York 14604
___________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (716) 325-6880
B. Reuben Auspitz
c/o Exeter Fund, Inc.
1100 Chase Square
Rochester, NY 14604
(Name and Address of Agent For Service)
Copies to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius, LLP
2000 One Logan Square
Philadelphia, PA 19103
=====================================================================
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to paragraph (b)
/ / on DATE pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on date pursuant to paragraph (a) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Title of Securities Being Registered:
Investment Company Shares
=====================================================================
<PAGE>
EXETER FUND, INC.
CROSS REFERENCE SHEET
N-1A
ITEM NO. LOCATION
PART A - FOR EACH OF THE FOLLOWING PROSPECTUSES:
DEFENSIVE SERIES, BLENDED ASSET SERIES I, BLENDED ASSET SERIES II, MAXIMUM
HORIZON SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E
FLEXIBLE YIELD SERIES I, FLEXIBLE YIELD SERIES II, FLEXIBLE YIELD SERIES III -
CLASS A, CLASS B, CLASS C, CLASS D, CLASS E
TAX MANAGED SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E
WORLD OPPORTUNITIES SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E
SMALL CAP SERIES - CLASS A, CLASS B, CLASS C, CLASS D, CLASS E
DIVERSIFIED TAX EXEMPT SERIES, NEW YORK TAX EXEMPT SERIES AND OHIO TAX EXEMPT
SERIES
ENERGY SERIES, TECHNOLOGY SERIES, FINANCIAL SERVICES SERIES, INTERNATIONAL
SERIES, LIFE SCIENCES SERIES AND GLOBAL FIXED INCOME SERIES
1. Cover Page........................... Cover Page
2. Synopsis............................. Expense Summary
3. Condensed Financial Information...... Financial Highlights
4. General Description of Registrant.... The Fund; General Information
5. Management of the Fund............... Management; General
Information
5A. Managements Discussion of Performance *
6. Capital Stock and Other Securities... Dividends and Tax Status
7. Purchase of Securities Being Offered. Purchases, Exchanges and
Redemption of Shares
8. Redemption or Repurchase............. Purchases, Exchanges and
Redemption of Shares
9. Pending Legal Proceedings............ Not Applicable
Part B - BLENDED ASSET SERIES I, BLENDED ASSET SERIES II, MAXIMUM HORIZON
SERIES, DEFENSIVE SERIES, TAX MANAGED SERIES, FLEXIBLE YIELD SERIES I,
FLEXIBLE YIELD SERIES II, FLEXIBLE YIELD SERIES III, WORLD OPPORTUNITIES
SERIES, SMALL CAP SERIES, DIVERSIFIED TAX EXEMPT SERIES, NEW YORK TAX EXEMPT
SERIES AND OHIO TAX EXEMPT SERIES, ENERGY SERIES, TECHNOLOGY SERIES, FINANCIAL
SERVICES SERIES, INTERNATIONAL SERIES, LIFE SCIENCES SERIES, GLOBAL FIXED
INCOME SERIES
10. Cover Page........................... Cover Page
11. Table of Contents.................... Table of Contents
12. General Information and History...... See Part A - The Fund; General
Information
13. Investment Objectives and Policies... Investment Objectives,
Policies and Restrictions
of the Fund; Risk and
14. Management of the Fund............... Management
15. Control Persons and Principal Holders
of Securities........................ Management
16. Investment Advisory and Other
Services............................. The Adviser;Custodian and
17. Brokerage Allocation................. Portfolio Transactions and
18. Capital Stock and Other Securities... See Part A - General
Information
19. Purchase, Redemption and Pricing of
Securities Being Offered........ Redemption of Shares; Net Asset
Value
20. Tax Status........................... Federal Tax Treatment of
21. Underwriters......................... Distribution of Fund Shares
22. Calculations of Yield Quotations of
Money Market Funds................... Not Applicable
23. Financial Statements................. Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of the Registration Statement.
- ----------------------------
*Information required by Item 5A is contained in the 1997 Annual Reports to
Shareholders.
<PAGE>
Part A of the Exeter Fund, Inc. is hereby incorporated by reference to the
Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A
filed for the 10/31 Fiscal Year End Series on February 25, 1998 under
accession number 0000751173-98-000010 and the Post-Effective Amendment
No. 29 to the Registration Statement on Form N-1A filed for the 12/31
Fiscal Year End Series on April 16, 1998 under accession number
0000751173-98-000031.
<PAGE>
Part B of the Exeter Fund, Inc. is hereby incorporated by reference to the
Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A
filed for the 10/31 Fiscal Year End Series on February 25, 1998 under
accession number 0000751173-98-000010 and the Post-Effective Amendment
No. 29 to the Registration Statement on Form N-1A filed for the 12/31
Fiscal Year End Series on April 16, 1998 under accession number
0000751173-98-000031.
<PAGE>
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: ( incorporated by reference to Part A )
Audited Financial Highlights for the Small Cap Series Class A, International
Series, Global Fixed Income Series, World Opportunities Series Class
A, Diversified Tax Exempt Series, Ohio Tax Exempt Series and the New
York Tax Exempt Series are incorporated by reference to the Form N-1A filed
on April 16, 1998 with Accession Number 0000751173-98-000031.
Audited Financial Highlights for the Defensive Series Class A, Blended
Asset Series I Class A, Blended Asset Series II Class A, Maximum Horizon
Series Class A, Flexible Yield Series I Class A, Flexible Yield Series II
Class A, Flexible Yield Series III Class A and the Tax Managed Series Class A
are incorporated by reference to the Form N-1A filed on February 25, 1998
with Accession Number 0000751173-98-000010.
Financial Statements (incorporated by reference into Part B)
(i) The following audited Financial Statements for the Small Cap Series,
International Series, Global Fixed Income Series, World Opportunities
Series, Diversified Tax Exempt Series, Ohio Tax Exempt Series and the New
York Tax Exempt Series for the fiscal year ended December 31, 1997
including the report of Coopers & Lybrand, L.L.P. dated January 23, 1998
are incorporated by reference into the Statement of Additional Information
from Form N-30D filed on February 25, 1998 with Accession Number
0000751173-98-000007.
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Financial Highlights
Portfolio of Investments
Notes to Financial Statements
Report of Independent Accountants
The Energy Series, Financial Services Series, Technology Series and Life
Sciences Series were not operational during the relevant periods.
Accordingly, no financial statements are being filed for these Series at this
time.
<PAGE>
(ii) The following audited Financial Statements for the Defensive
Series, Blended Asset Series I, Blended Asset Series II, Maximum
Horizon Series, Flexible Yield Series I, Flexible Yield Series II,
Flexible Yield Series III and the Tax Managed Series for the fiscal
year ended October 31, 1997 including the report of Deloitte & Touche
LLP dated November 26, 1997 are incorporated by reference into the
Statement of Additional Information from Form N-30D filed on December
22, 1997 with Accession Number 0000751173-97-000022.
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Financial Highlights
Portfolio of Investments
Notes to Financial Statements
Report of Independent Accountants
(b) Exhibits:
(1) (a) Articles of Amendment are filed herewith.
(b) Articles of Amendment as filed with the State of Maryland
on March 25, 1985 are filed herewith.
(c) Articles of Amendment as filed with the State of Maryland
on May 23, 1985 are filed herewith.
(d) Articles of Amendment as filed with the State of Maryland
on October 7, 1985 are filed herewith.
(e) Articles of Amendment as filed with the State of Maryland
on July 3, 1986 are filed herewith.
(f) Articles of Amendment as filed with the State of Maryland
on September 26, 1997 are filed herewith.
(g) Certificate of Correction to Articles of Amendment as filed
with the State of Maryland on February 5, 1998 are filed
herewith.
(h) Articles of Amendment as filed with the State of Maryland
on February 26, 1998 are filed herewith.
<PAGE>
(2)(a) By-Laws are filed herewith.
(3) Not Applicable.
(4)(a) Specimen Stock Certificate is incorporated by reference
to Exhibit 1(a) (Articles of Incorporation) and Exhibit 2
(By-Laws) as filed herewith.
(b) Articles Supplementary to the charter as filed with the State of
Maryland on July 3, 1986 are filed herewith.
(c) Articles Supplementary to the charter as filed with the State of
Maryland on January 20, 1989 are filed herewith.
(d) Articles Supplementary to the charter as filed with the
State of Maryland on September 22, 1989 are filed herewith.
(e) Articles Supplementary to the charter as filed with the State of
Maryland on November 8, 1989 are filed herewith.
(f) Articles Supplementary to the charter as filed with the State of
Maryland on January 30, 1991 are filed herewith.
(g) Articles supplementary to the charter as filed with the State of
Maryland on April 27, 1992 are filed herewith.
(h) Articles Supplementary to the charter as filed with the State of
Maryland on April 29, 1993 are filed herewith.
(i) Articles Supplementary to the charter as filed with the State of
Maryland on September 23, 1993 are filed herewith.
(j) Articles Supplementary to the charter as filed with the State of
Maryland on January 17, 1994 are filed herewith.
(k) Articles Supplementary to the charter as filed with the State of
Maryland on December 13, 1995 are filed herewith.
(l) Articles Supplementary to the charter as filed with the State
of Maryland on April 22, 1996 are filed herewith.
(m) Articles Supplementary to the charter as filed with the State of
Maryland on September 26, 1997 are filed herewith.
(n) Certificate of Correction to Articles Supplementary to the charter
filed with the State of Maryland on February 24, 1998 are
filed herewith.
<PAGE>
(5) (a)Investment Advisory Agreement is filed herewith.
(6) (a) Amended and Restated Distribution Agreement is filed herewith.
(7) Not Applicable.
(8) (a)Custodian Agreement is filed herewith.
(9) (a)Transfer Agent Agreement is filed herewith.
(b)Form of Dealer Agreement is filed herewith.
(10) Opinion of Morgan, Lewis & Bockius, LLP is incorporated by reference
to the Form N-1A filed on February 25, 1998 with Accession Number
0000751173-98-000010 and the Form N-1A filed on April 16, 1998 with
Accession Number 0000751173-98-000031.
(11) Consent of Independent Auditors
(a) Consent of Coopers & Lybrand, L.L.P. (now known as Price
Waterhouse Coopers LLP) is incorporated by reference to the
Form N-1A filed on April 16, 1998 with Accession Number
0000751173-98-000031.
(b) Consent of Deloitte & Touche LLP is incorporated by
reference to the Form N-1A filed on February 25, 1998 with
Accession Number 000751173-98-000010.
<PAGE>
(12) Not Applicable.
(13) Investment letters are filed herewith.
(14) Not Applicable
(15) Form of 12b-1 Plan with respect to Class B Shares(incorporated by
reference to Exhibit 15 to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A filed on October 22, 1997). Rule
12b-1 Plans for Class C, Class D and Class E Shares have been omitted
because they are substantially identical to the Class B Shares Plan and
differ from the Class B Shares Plan only in reference to the Class to
which the plan relates.
(16) (a) Schedule for computation of each performance quotation is
filed herewith.
(b) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(b), to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A filed
on March 6, 1996).
(c) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(c), to Post-Effective Amendment No.
24 to the Registration Statement on Form N-1A filed on November 22, 1996).
(d) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(d), to Post-Effective Amendment No.
25 to the Registration Statement on Form N-1A filed on April 18, 1997).
(e) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(e), to Post-Effective Amendment No.
28 to the Registration Statement on Form N-1A filed on February 25, 1998).
(f) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(f), to Post-Effective Amendment
No. 29 to the Registration Statement on Form N-1A filed on April 16,
1998.
(17) Financial Data Schedules are filed herewith.
<PAGE>
(18) Rule 18f-3 Plan (incorporated by reference to Exhibit 18, to Post-
Effective Amendment No. 27 to the Registration Statement on Form N-1A
on October 22, 1997).
ITEM 25.
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Reference is made to Part B of the Registration Statement, under the heading
"Management."
ITEM 26.
<PAGE>
NUMBER OF HOLDERS OF SECURITIES.
As of October 15, 1998 :
(1) (2)
Title of Class Number of record holders
Small Cap Series 2,331
International Series 2,074
World Opportunities Series 2,084
Global Fixed Income Series 1,764
Diversified Tax Exempt Series 275
Ohio Tax Exempt Series 97
New York Tax Exempt Series 384
Blended Asset Series I 339
Blended Asset Series II 1,015
Maximum Horizon Series 283
Defensive Series 59
Flexible Yield Series I 29
Flexible Yield Series II 20
Flexible Yield Series III 42
Tax Managed Series 55
<PAGE>
ITEM 27.
INDEMNIFICATION.
Reference is made to subparagraph (b) of paragraph (7) of Article SEVENTH of
Registrant's Articles of Incorporation, which reflects the positions taken in
Investment Company Act Release 11330.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling persons of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
The Directors and Officers of the Registrant are covered parties under a
Directors & Officers/Errors & Omissions insurance policy with Gulf Insurance
Company. The effect of such insurance is to insure against liability for any
act, error, omission, misstatement, misleading statement, neglect or breach of
duty by the insureds as directors and/or officers of the Registrant.
ITEM 28.
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
Manning & Napier Advisors, Inc. (dba Exeter Asset Management) is the
investment advisor of the Registrant. For information as to the business,
profession, vocation or employment of a substantial nature of Manning & Napier
Advisors, Inc. its directors and officers, reference is made to Part B of this
Registration Statement and to Form ADV as filed under the Investment Advisers
Act of 1940 by Manning & Napier Advisors, Inc.
<PAGE>
ITEM 29.
PRINCIPAL UNDERWRITERS.
(a) Not Applicable
(b) Manning & Napier Investor Services, Inc. is the Distributor
for the Registrant's shares.
Name & Principal Positions & Offices Positions & Offices
Business Address with Distributor with Registrant
B. Reuben Auspitz President & Director Director &
1100 Chase Square Vice President
Rochester, NY 14604
Julie Raschella Director N/A
1100 Chase Square
Rochester, NY 14604
Beth Hendershot Galusha Treasurer Chief Financial &
1100 Chase Square Accounting Officer, Treasurer
Rochester, NY 14604
Amy Williams Corporate Secretary N/A
1100 Chase Square
Rochester, NY 14604
George Nobilski Director N/A
1100 Chase Square
Rochester, NY 14604
<PAGE>
(c) The Distributor does not receive any commissions or other
form of compensation for its distribution services to the Registrant.
ITEM 30.
LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of Registrant except
for the records required by Rule 31a-1(b)(2)(a) and (b), which are in the
possession of the Custodian.
ITEM 31.
MANAGEMENT SERVICES.
Not Applicable.
ITEM 32.
UNDERTAKINGS.
Registrant undertakes to furnish each person to whom a prospectus is delivered
with a copy of the Registrants latest annual report to shareholders upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly certifies that it meets
all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485 (b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 30 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rochester and State of New York on the 23rd day of October, 1998.
Exeter Fund, Inc.
(Registrant)
By: /s/ William Manning
William Manning
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 30 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
/s/William Manning Principal Executive October 23,1998
William Manning Officer
/s/B. Reuben Austpitz Director and Officer October 23,1998
B. Reuben Auspitz
/s/Martin F. Birmingham Director October 23,1998
Martin F. Birmingham
/s/Harris H. Rusitzky Director October 23,1998
Harris H. Rusitzky
/s/Peter L. Faber Director October 23,1998
Peter L. Faber
/s/Stephen B. Ashley Director October 23,1998
Stephen B. Ashley
/s/ Beth Hendershot Galusha Chief Financial & October 23, 1998
Beth Hendershot Galusha Accounting Officer,
Treasurer
<PAGE>
EXHIBIT INDEX
EX-99.B1(a) Articles of Incorporation are filed herewith.
EX-99.B1(b) Articles of Amendment as filed with the State of Maryland
on March 25, 1985 are filed herewith.
EX-99.B1(c) Articles of Amendment as filed with the State of Maryland
on May 23, 1985 are filed herewith.
EX-99.B1(d) Articles of Amendment as filed with the State of Maryland on
October 7, 1985 are filed herewith.
EX-99.B1(e) Articles of Amendment as filed with the State of Maryland on
July 3, 1986 are filed herewith.
EX-99.B1(f) Articles of Amendment as filed with the State of Maryland on
September 26, 1997 are filed herewith.
EX-99.B1(g) Certificate of Correction to Articles of Amendment as filed
with the State of Maryland on February 5, 1998 are filed
herewith.
EX-99.B1(h) Articles of Amendment as filed with the State of Maryland
on February 26, 1998 are filed herewith.
EX-99.B2(a) By-Laws are filed herewith.
EX-99.B4(a) Specimen Stock Certificate is incorporated by reference to
Exhibit 1(a) (Articles of Incorporation) and Exhibit 2 (By-Laws)
as filed herewith.
EX-99.B4(b) Articles Supplementary to the charter as filed with the State of
Maryland on July 3, 1986 are filed herewith.
EX-99.B4(c) Articles Supplementary to the charter as filed with the State of
Maryland on January 20, 1989 are filed herewith.
EX-99.B4(d) Articles Supplementary to the charter as filed with the State of
Maryland on September 22, 1989 are filed herewith.
EX-99.B4(e) Articles Supplementary to the charter as filed with the State
of Maryland on November 8, 1989 are filed herewith.
EX-99.B4(f) Articles supplementary to the charter as filed with the State of
Maryland on January 30, 1991 are filed herewith.
EX-99.B4(g) Articles supplementary to the charter as filed with the State of
Maryland on April 27, 1992 are filed herewith.
EX-99.B4(h) Articles supplementary to the charter as filed with the State
of Maryland on April 29, 1993 are filed herewith.
EX-99.B4(i) Articles supplementary to the charter as filed with the State
of Maryland on September 23, 1993 are filed herewith.
EX-99.B4(j) Articles supplementary to the charter as filed with the
State of Maryland on January 17, 1994 are filed herewith.
EX-99.B4(k) Articles supplementary to the charter as filed with the State
of Maryland on December 13, 1995 are filed herewith.
EX-99.B4(l) Articles supplementary to the charter as filed with the
State of Maryland on April 22, 1996 are filed herewith.
EX-99.B4(m) Articles supplementary to the charter as filed with the State
of Maryland on September 26, 1997 are filed herewith.
EX-99.B4(n) Certificate of Correction Articles supplementary to the
charter as filed with the State of Maryland on February 24, 1998
are filed herewith.
<PAGE>
EX-99.B5(a) Investment Advisory Agreement is filed herewith.
EX-99.B6(a) Amended and Restated Distribution Agreement is filed
herewith.
EX-99.B8(a) Custodian Agreement is filed herewith.
EX-99.B9(a) Transfer Agent Agreement is filed herewith.
EX-99.B9(b) Form of Dealer Agreement is filed herewith.
EX-99.B10 Opinion of Morgan, Lewis & Bockius, LLP is incorporated by
reference to the Form N-1A filed on February 25, 1998 with Accession
Number 0000751173-98-000010 and the Form N-1A filed on April 16,
1998 with Accession number 0000751173-98-000031.
EX-99.B11 Consent of Independent Auditors
(a) Consent of Coopers & Lybrand, L.L.P. (now known as
PriceWaterhouseCoopers LLP) is incorporated by reference to
the Form N-1A filed on April 16, 1998 with Accession Number
0000751173-98-000031.
(b) Consent of Deloitte & Touche, LLP is incorporated by
reference to the Form N-1A filed on February 25, 1998 with
Accession Number 0000751173-98-000010.
<PAGE>
EX-99.B13 Investment letters are filed herewith.
EX-99.B15 Form of Rule 12b-1 Plan with respect to Class B Shares
(incorporated by reference to Exhibit 15, to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed on
October 22, 1997). Rule 12b-1 Plans for Class C, D and E Shares
have been omitted because they are substantially identical to the
Class B Shares Plan and differ from the Class B Plan only in
references to the Class to which the Plan relates.
EX-99.B16(a) Schedule for computation of each performance quotation is
filed herewith.
EX-99.B16(b) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(b), to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A filed
on March 6, 1996).
EX-99.B16(c) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(c), to Post-Effective
Amendment No. 24 to the Registration Statement on Form N-1A
filed on November 22, 1996).
EX-99.B16(d) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(d), to Post-Effective
Amendment No. 24 to the Registration Statement on Form N-1A filed
on April 18, 1997).
EX-99.B16(e) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(e), to Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A filed
on February 25, 1998).
EX-99.B16(f) Schedule for computation of each performance quotation
(incorporated by reference to Exhibit 16(f), to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A filed
on April 16, 1998).
<PAGE>
EX-99.B18 Rule 18f-3 Plan (incorporated by reference to Exhibit 18, to
Post-Effective Amendment No. 27 to the Registration Statement on
Form N-1A filed on October 22, 1997).
EX-99.B27 Financial Data Schedules are filed herewith.
<PAGE>
STATE OF MARYLAND
State Department of Assessments and Taxation
301 WEST PRESTON STREET, BALTIMORE, MARYLAND 21201
THIS IS TO CERTIFY THAT the within instrument is a true copy of the
ARTICLES OF INCORPORATION
OF
MANNING & NAPIER GROWTH FUND, INC.
As approved and received for record by the State Department of Assessments and
Taxation of Maryland JULY 26, 1984 at 10:44 o'clock A.M.
AS WITNESS my hand and official seal of the said Department at Baltimore
this 31st day of JULY, 1984
/s/Paula Cary McLean
PAULA CARY MCLEAN
CHARTER SPECIALIST
<PAGE>
ARTICLES OF INCORPORATION OF
MANNING & NAPIER GROWTH FUND, INC.
FIRST: THE UNDERSIGNED, Donald F. French, whose address is 40 Wall
Street, New York, New York 10005, being more than 18 years of age, does under
and by virtue of the general laws of the State of Maryland, act as
incorporator to form a corporation.
SECOND: The name of the corporation is MANNING & NAPIER GROWTH FUND, INC.
(hereinafter called the "Corporation").
THIRD: The purpose or purposes for which the Corporation is formed are as
follows:
(1) To hold, invest and reinvest its funds, and in connection
therewith, to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise sell, assign, negotiate,
transfer, exchange or otherwise dispose of or turn to account or realize upon,
securities (which term "securities" shall for the purposes of these Articles
of Incorporation, without limitation of the generality thereof, be deemed to
include any stocks, shares, bonds, debentures, notes, mortgages or other
obligations, and any options, certificates, receipts, warrants or other
instruments representing rights to receive, purchase, sell or subscribe for
the same, or evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any issuer (which term
"issuer" shall for the purpose of these Articles of Incorporation, without
limitation of the generality thereof, be deemed to include any persons, firms,
associations, corporations, syndicates, combinations, organizations,
governments, or subdivisions thereof), or commodities (which term
"commodities" shall for the purposes of these Articles of Incorporation,
without limitation of the generality thereof, be deemed to include any
tangible or intangible which is, or contracts relating to which are, traded on
any commodities exchange, and any contract, certificate receipt or other
instruments representing rights to receive, purchase, sell or subscribe for
the same, or evidencing or representing any other rights or interests therein)
or put and call options relating to securities or commodities; and to exercise
as owner or holder of any securities, commodities or put and call options, all
rights, powers and privileges in respect thereof; and to do any and all acts
and things for the preservation, protection, improvement and enhancement in
value of any or all such securities, commodities or options.
(2) To borrow money and pledge assets in connection with any of the
objects or purposes of the Corporation, and to issue notes or other
obligations evidencing such borrowings, to the extent permitted by the 1940
Act (which term, the "1940 Act," shall for the purposes of these Articles of
Incorporation mean the Investment Company Act of 1940, as from time to time
amended, and any rule, regulation or order thereunder) and by the
Corporation's fundamental investment policies under the 1940 Act.
(3) To issue and sell shares of its own capital stock in such amounts
and on such terms and conditions, for such purposes and for such amount or
kind of consideration (including, without limitation thereto, securities) now
or hereafter permitted by the laws of Maryland and by these Articles of
Incorporation, as its Board of Directors may determine.
(4) To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner
and to the extent now or hereafter permitted by the laws of Maryland and by
these Articles of Incorporation.
(5) To conduct its business in all its branches at one or more
offices in Maryland and elsewhere in any part of the world, without
restriction or limit as to extent.
(6) To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates, or to the extent now or
hereafter permitted by the laws of Maryland, as a member of, or as the owner
or holder of any securities of any issuer, and in connection therewith to make
or enter into such deeds or contracts with any issuer and to do such acts and
things and to exercise such powers, as a natural person could lawfully make,
enter into, do or exercise.
(7) To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conductive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference
from the terms of any other clause of this or any other Article of these
Articles of Incorporation, and shall be regarded as independent, and construed
as powers as well as objects and purposes, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or restrict in
any manner the meaning of general terms or the general powers of the
Corporation now or hereafter conferred by the laws of the State of Maryland,
nor shall the expression of one thing be deemed to exclude another, though it
be of like nature, not expressed; provided, however, that the Corporation
shall not have power to carry on within the State of Maryland any business
whatsoever the carrying on of which would create a purpose that would make it
subject to a special provision under the laws of said State; nor shall it
carry on any business, or exercise any powers, in any other state, territory,
district or country except to the extent that the same may lawfully be carried
on or exercised under the laws thereof.
FOURTH: The address of the place at which the principal office of the
Corporation In the State of Maryland is located is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202-3242. The name of
the resident agent of the corporation is The Corporation Trust Incorporated 32
South Street, Baltimore Maryland 21202.
FIFTH:
(1) The total number of shares of stock of all classes which the
Corporation has authority to issue is 50,000,000 shares of capital stock of
the par value of $.01 each, all of one class and of the aggregate par value of
$500,000.
(2) At all meetings of stockholders each stockholder of the
Corporation shall be entitled to one vote for each share of stock standing in
his name on the books of the Corporation, subject to Maryland law and the
By-Laws of the Corporation as to the fixing of record dates and determination
of shareholders entitled to vote. Any fractional share, if any such
fractional shares are outstanding, shall carry proportionately all the rights
of a whole share, including the right to vote and the right to receive
dividends.
(3) Each holder of the capital stock of the Corporation, upon proper
written request (including signature guarantees, if required by the
Corporation) to the Corporation or its authorized agent (or solely to such
agent if so determined by the Corporation), or other proper non-written
request if so permitted by the Corporation, accompanied, when stock
certificates representing such shares are outstanding, by surrender of the
appropriate stock certificate or certificates in proper form for transfer, or
any such other form as the Corporation may provide, shall be entitled to
require the Corporation to redeem all or any part of the capital stock
standing in the name of such holder on the books of the Corporation, at a
redemption price equal to the net asset value of such shares. The method of
computing such net asset value, the time as of which such net asset value
shall be computed and the time within which the Corporation shall make payment
therefore, shall be determined as hereinafter provided in Article SEVENTH of
these Articles of Incorporation. Notwithstanding the foregoing, the right of
the holders of the capital stock of the Corporation to require the Corporation
to redeem such capital stock shall be suspended when such suspension is
required under the 1940 Act and otherwise may be suspended when such
suspension is permitted under the 1940 Act.
(4) All shares of the capital stock of the Corporation now or
hereafter authorized shall be subject to redemption and redeemable, in the
sense used in the Maryland General Corporation Law, at the redemption price
for any such shares, determined in the manner set out in these Articles of
Incorporation. The number of the authorized shares of the stock of the
Corporation shall not be reduced by the number of any shares redeemed or
purchased by it; shares redeemed or purchased shall be retired automatically
and shall have the status of authorized but unissued stock.
(5) Notwithstanding any provision of Maryland law requiring any
action to be taken or authorized by the affirmative vote of the holders of a
majority or other designated proportion of the shares, or of any class or
series of shares, or to be otherwise taken or authorized by a vote of the
stockholders of the Corporation, such action shall be effective and valid if
taken or authorized by the affirmative vote of the holders of a majority of
the total number of shares outstanding and entitled to vote thereon pursuant
to The provisions of these Articles of Incorporation.
(6) No holder of capital stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any shares of the capital
stock of the Corporation which it may issue or sell (whether out of the number
of shares authorized by these Articles of Incorporation, or out of any shares
of the stock of the Corporation acquired by it after the issue thereof, or
otherwise) other than such right, if any, as the Board of Directors, in its
discretion, may determine.
(7) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of these Articles of Incorporation.
SIXTH: The number of Directors of the Corporation shall be three, and
the names of those who shall act as such until the first annual meeting or
until their successors are duly chosen and qualified are as follows:
B. Reuben Auspitz
Christopher W. Beal
William Manning
However, the By-Laws of the Corporation may fix the number of Directors
at a number greater or less than that named in these Articles of Incorporation
and may authorize the Board of Directors, by the vote of a majority of the
entire Board of Directors, to increase or decrease the number of Directors
fixed by these Articles of Incorporation or by the By-Laws within a limit
specified in the By-Laws, provided that in no case shall the number of
Directors be less than the minimum number required by the laws of Maryland,
and to fill the vacancies created by any such increase in the number of
Directors. Unless otherwise provided by the By-Laws of the Corporation, the
Directors of the Corporation need not be stockholders therein.
SEVENTH: The following provisions are hereby adopted for the purpose of
defining and regulating the powers of the Corporation and the Directors and
Stockholders.
(1) The By-Laws of the Corporation may divide the Directors of the
Corporation into classes and prescribe the tenure of office of the several
classes, but no class shall be elected for a period shorter than that from the
time of the election following the division into classes until the next annual
meeting and thereafter for a period shorter than the interval between annual
meetings or for a period longer than five years, and the term of office of at
least one class shall expire each year. Notwithstanding the foregoing, no
such division into classes shall be made prior to the first annual meeting of
stockholders of the Corporation.
(2) The holders of shares of the Corporation shall have only such
rights to inspect the records, documents, accounts and books of the
Corporation as are provided by Maryland law, subject to reasonable regulations
of the Board of Directors, not contrary to Maryland law, as to whether and to
what extent, and at which times and places, and under what conditions and
regulations such rights shall be exercised.
(3) Any officer elected or appointed by the Board of Directors or by
any committee of said Board or by the stockholders or otherwise, may be
removed at any time with or without cause, in such lawful manner as may be
provided in the By-Laws of the Corporation. A Director may be removed only as
permitted by Maryland law.
(4) Unless the By-Laws provide otherwise, the Board of Directors of
the Corporation shall have power to hold their meetings, to have an office or
offices and, subject to the provisions of the laws of Maryland, to keep the
books of the Corporation, outside of said State at such places as may from
time to time be designated by them.
(5) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the express provisions of the laws of
Maryland, of these Articles of Incorporation and of the By-Laws of the
Corporation.
(6) Shares of stock in other corporations shall be voted by the
President or a Vice-President, or such officer or officers of the Corporation
or such other person or persons as the Board of Directors shall designate for
the purpose, or by a proxy or proxies thereunto duly authorized by the Board
of Directors, except as otherwise ordered by vote of the holders of a majority
of the shares of the capital stock of the Corporation outstanding and entitled
to vote in respect thereto.
(7) (a) The Corporation may enter into a management or investment
advisory contract or underwriting contract and other contracts with, and may
otherwise do business with any manager or investment adviser for the
Corporation and/or principal underwriter of the Corporation or any subsidiary
or affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation relating to
the Corporation notwithstanding that the Board of Directors of the Corporation
may be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Corporation may have been or may
be or become partners, directors, officers or employees of any such firm or
corporation; and in the absence of fraud the Corporation and any such firm or
corporation may deal freely with each other, and no such contract or
transaction between the Corporation and any such firm or corporation shall be
invalidated or in any way adversely affected thereby, nor shall any director
or officer of the Corporation be liable to the Corporation or to any
stockholder or creditor thereof or to any other persons for any loss incurred
by it or him solely because of the existence of any such contract or
transaction; provided that nothing herein shall protect any director of
officer of the Corporation against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(b) (i) As used in this subparagraph (b) of this paragraph (7) of
this Article SEVENTH, the following terms shall have the meanings set for the
below:
(A) The term "indemnitee" shall mean any present or former
director, officer or employee of the Corporation (which term as used in this
paragraph (7) shall include a "corporation" as defined in the applicable
provisions of the Maryland General Corporation Law as it may be amended from
time to time or in any successor statute concerning indemnification) and any
person who while a director, officer or employee of the Corporation is or was
serving at the request of the Corporation as a director, officer, partner,
trustee or employee or agent of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, any present or
former investment adviser of the Corporation and the heirs, executors,
administrators and successors of any of the foregoing; however, whenever
conduct by an indemnitee is referred to, the conduct shall be that of the
original indemnitee rather than that of the heir, executor, administrator or
successor.
(B) The term "covered proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which an indemnitee is or was a party or
is threatened to be made a party by reason of the fact or facts under which he
or it is an indemnitee as defined above; provided, however, that "covered
proceeding" shall not mean any proceeding by or in the right of the
Corporation.
(C) The term "covered derivative proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought by or in the right of the
Corporation, to which an indemnitee is or was a party or is threatened to be
made a party by reason of the fact or facts under which he or it is an
indemnitee as defined above.
(D) The term "disabling conduct" shall mean willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of the office in question and, in the case of a director or former
director of the Corporation, such director's or former director's failure to
meet the standing of conduct set forth in applicable provisions of the
Maryland General Corporation Law as it may be amended from time to time, or in
any successor statutory provision, concerning such indemnification.
(E) The term "covered expenses" shall mean judgments, penalties,
fines, settlements and reasonable expenses (including attorneys' fees)
actually incurred by an indemnitee in connection with a covered proceeding or
covered derivative proceeding.
(F) The term "adjudication of liability" shall mean, as to any
covered proceeding or covered derivative proceeding and as to any indemnitee,
an adverse determination as to the indemnitee whether by judgment, order,
settlement, conviction or upon a plea of nolo contendre or its equivalent.
(ii) The Corporation shall indemnify each indemnitee to the fullest
extent permitted under the laws of Maryland and under the 1940 Act, to the
extent such indemnification under the 1940 Act is consonant with the fullest
extent of indemnification permitted under the laws of Maryland and not
otherwise limited by these Articles of Incorporation, but shall not indemnify
any indemnitee for any covered expenses in any covered proceeding or covered
derivative proceeding if there has been an adjudication of liability against
such indemnitee expressly based on a finding of disabling conduct.
Furthermore, the Corporation shall not indemnify any director or former
director in contravention of the laws of Maryland, nor, specifically, in any
covered derivative proceeding in which such director or former director shall
have been adjudged to be liable to the Corporation.
(iii) Except as set forth in (ii) above or as otherwise provided in
the applicable provisions on indemnification contained in the Maryland General
Corporation Law or any successor statute, the Corporation shall indemnify any
indemnitee other than a director or former director in any covered proceeding
or covered derivative proceeding, whether or not there is an adjudication of
liability as to such indemnitee, and shall indemnify any indemnitee who is a
director or former director for covered expenses in any covered proceeding and
for only reasonable expenses in any covered derivative proceeding in which the
director shall not have been adjudged liable to the Corporation, if a
determination has been made that indemnification is permissible since the
indemnitee was not liable by reason of disabling conduct, such determination
to be made by (A) a final decision of the court or other body before which the
covered proceeding or covered derivative proceeding was brought; or (B) in the
absence of such court decision, a reasonable determination, based on a review
of the facts, by either (I) the vote of a majority of a quorum of directors
who are neither "interested persons," as defined in the 1940 Act, of the
Corporation, nor parties to the covered proceeding or (II) any special
independent legal counsel in a written opinion, such legal counsel to be
selected in accordance with applicable provisions of the Maryland General
Corporation Law concerning indemnification of directors; or (C) by the vote of
the stockholders. In voting on such matter, or in giving such opinion, such
directors or counsel may consider that the dismissal of a covered proceeding
or covered derivative proceeding against an indemnitee for insufficiency of
evidence of any disabling conduct with which the indemnitee has been charged
would provide reasonable assurance that the indemnitee was not liable by
reason of disabling conduct. In the event such determination is made by legal
counsel, authorization of indemnification and determination as to
reasonableness of expenses shall be made as provided in the provision of the
Maryland General Corporation Law, or any successor statute, concerning
indemnification of directors.
(iv) Covered expenses (or reasonable expenses in connection with a
director's request in a covered derivative proceeding) incurred by an
indemnitee in connection with a proceeding or covered derivative proceeding
shall be advanced by the Corporation to such indemnitee prior to the final
disposition of such proceeding upon the request of such indemnitee for such
advance, upon receipt by the Corporation of (A) a written affirmation by the
indemnitee of his good faith belief that he has not engaged in disabling
conduct which would preclude indemnification and (B) the written undertaking
by or on behalf of the indemnitee to repay the advance unless it is ultimately
determined that the indemnitee is entitled to indemnification hereunder,
furthermore such expenses may be advanced only if one ore more of the
following occurs: the indemnitee provides security for such undertaking; or
the Corporation is insured against losses arising out of any lawful advances;
or there shall have been a determination made in accordance with either review
process provided in (iii)(B)(I) or (II) above, based on a review of the
readily available facts (as opposed to a full trial-type inquiry) that there
is reason to believe that the indemnitee ultimately will be found entitled to
indemnification and that such facts should not preclude indemnification under
applicable provisions of the Maryland General Corporation Law or any successor
statute or indemnification.
(v) Nothing herein shall be deemed to affect the right of the
Corporation and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by the 1940 Act or to
affect any other indemnification rights to which any indemnitee may be
entitled to the extent permitted by the 1940 Act and the laws of Maryland.
(8) The computation of net asset value of each share of capital stock, as
referred to in these Articles of Incorporation, shall be determined as
provided in the 1940 Act, and, except as so provided, shall be computed in
accordance with the following rules:
(a) The net asset value of each share of stock of the Corporation
tendered to the Corporation for redemption shall be determined as of the close
of business on the New York Stock Exchange next succeeding the tender of such
share;
(b) The net asset value of each share of stock of the Corporation for
the purpose of the issue of such share shall be determined as of the close of
business of the New York Stock Exchange next succeeding the receipt of an
order to purchase such share;
(c) The net asset value of each share of stock of the Corporation, as
of the close of business of the New York Stock Exchange on any day, shall be
the quotient obtained by dividing the value, as at such close, of the net
assets of the Corporation (i.e., the value of the assets of the Corporation
less the liabilities of the Corporation exclusive of the par value of its
shares and surplus) by the total number of shares of stock of the Corporation
outstanding at such close. The assets and liabilities of the Corporation
shall be determined in accordance with generally accepted accounting
principles; provided, however, that in determining the liabilities, there
shall be included such reserves for taxes or contingent liabilities as may be
authorized or approved by the Board of Directors, and provided further that in
connection with the accrual of any fee or refund payable to or by an
investment adviser of the Corporation, the amount of which accrual is not
definitely determinable as of any time at which the net asset value of each
share of the capital stock of the Corporation is being determined due to the
contingent nature of such fee or refund, the Board of Directors is authorized
to establish formulae from time to time for such accrual, on the basis of the
contingencies in question to the date of such determination, or on such other
basis as the Board of Directors may establish;
(d) Capital stock to be issued shall be deemed to be outstanding as
of the time of the determination of the net asset per share applicable to such
issuance and the net price thereof shall be deemed to be an asset of the
Corporation;
(e) Capital stock to be redeemed by the Corporation shall be deemed
to be outstanding until the time of the determination of the net asset value
applicable to such redemption and thereupon and until paid the redemption
price thereof shall be deemed to be a liability of the Corporation;
(f) Capital stock voluntarily purchased or contracted to be purchased
by the Corporation pursuant to the provisions of paragraph 8(h) of this
Article SEVENTH shall be deemed to be outstanding until the later of (i) the
time of the making of such purchase or contract to purchase or (ii) the time
as of which the purchase price is determined; and thereupon and until paid,
the purchase price thereof shall be deemed to be a liability of the
Corporation;
(g) The net asset value of each share of the capital stock of the
Corporation, as of any time other than the close of business on the New York
Stock Exchange on any day, may be determined by applying to the net asset
value as of the close of business on that Exchange on the preceding business
day, computed as provided in paragraph 8(c) of this Article SEVENTH, such
adjustments as are authorized by or pursuant to the direction of the Board of
Directors and designed reasonably to reflect any material changes in the
market value of securities and other assets held and any other material
changes in the assets or liabilities of the Corporation and in the number of
its outstanding shares which shall have taken place since the close of
business on such preceding business day;
(h) In addition to the foregoing, the Board of Directors is
empowered, in its absolute discretion, to establish other bases or times, or
both, for determining the net asset value of each share of capital stock of
the Corporation in accordance with the 1940 Act and to authorize the voluntary
purchase by the Corporation, either directly or through an agent, of shares of
capital stock of the Corporation upon such terms and conditions and for such
consideration as the Board of Directors shall deem advisable in accordance
with the 1940 Act;
(i) Except as otherwise permitted by the 1940 Act, payment of the net
asset value of capital stock of the Corporation properly surrendered to it for
redemption shall be made by the Corporation within seven days after tender of
such stock to the Corporation for such purpose plus any period of time during
which the right of the holders of the capital stock of the Corporation to
require the Corporation to redeem such capital stock has been suspended. Any
such payment may be made in portfolio securities of the Corporation and/or in
cash, as the Board of Directors shall deem advisable, and no shareholder shall
have a right, other than as determined by the Board of Directors, to have his
shares redeemed in kind;
(j) The Board of Directors is empowered to cause the redemption of
the shares held in any account if the aggregate net asset value of such shares
(taken at cost or value, as determined by the Board) is less than $5,000, or
such lesser amount as the Board may fix, upon such notice to the shareholders
in question, with such permission to increase the investment in question and
upon such other terms and conditions as may be fixed by the Board of Directors
in accordance with the 1940 Act;
(k) In the event that any person advances the organizational expenses
of the Corporation, such advances shall become an obligation of the
Corporation, subject to such terms and conditions as may be fixed by, and on a
date fixed by, or determined in accordance with criteria fixed by the Board of
Directors, to be amortized over a period or periods to be fixed by the Board;
(l) Whenever any action is taken under these Articles of
Incorporation under any authorization to take action which is permitted by the
1940 Act, such action shall be deemed to have been properly taken if such
action is in accordance with the construction of the 1940 Act then in effect
as expressed in "no action" letters of the staff of the Securities and
Exchange Commission or any release, rule, regulation or order under the 1940
Act or any decision of a court of competent jurisdiction notwithstanding that
any of the foregoing shall later be found to be invalid or otherwise reversed
or modified by any of the foregoing;
(m) Each prospectus of the Corporation (which term "prospectus" as
used herein shall include any related statement of additional information)
which is in effect from time to time relating to its shares under the
Securities Act of 1933 shall be considered as part of the minutes of the
proceedings of the Board of Directors of the Corporation and as reflective of
action required or permitted to be taken by such Board under these Articles of
Incorporation or by the By-Laws of the Corporation, whether or not copies of
such prospectus are included in the minute book(s) of the Corporation;
provided, however, that nothing herein contained shall affect the liability of
any Director under the Securities Act of 1933 and/or the 1940 Act.
(n) Whenever under these Articles of Incorporation, the Board of
Directors of the Corporation is permitted or required to place a value on
assets of the Corporation, such action may be delegated by the Board, and/or
determined in accordance with a formula determined by the Board, to the extent
permitted by the 1940 Act.
EIGHTH: The Corporation agrees that the words "Manning & Napier"
included in the name of the Corporation shall be pursuant to a royalty-free
non-exclusive license from Manning & Napier Advisors, Inc., its successors and
assigns incidental to and as part of an advisory relationship between the
Corporation and Manning & Napier Advisors, Inc. The license may be terminated
by Manning & Napier Advisors, Inc. in the event such investment advisory
relationship should cease, and thereupon the Corporation, the holders of its
capital stock and its officers and directors shall promptly take whatever
action may be necessary to change the Corporation's name so as to eliminate
all references to the words "Manning & Napier." The Corporation further
agrees that it has no objection to the use of the words "Manning & Napier" by
any other entity authorized by Manning & Napier, Inc. or any successor.
NINTH: From time to time, any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment
which changes the terms of any of the outstanding stock by classification,
reclassification or otherwise), upon the vote of the holders of a majority of
the shares of capital stock of the Corporation at the time outstanding and
entitled to vote, and other provisions which under the statutes of the State
of Maryland at the time in force may be lawfully contained in articles of
incorporation, may be added to inserted upon such a vote and all rights at any
time conferred upon the stockholders of the Corporation by these Articles of
Incorporation are granted subject to the provisions of this Article NINTH.
The term "these Articles of Incorporation" as used herein and in the
By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.
IN WITNESS WHEREOF, the undersigned incorporator who executed the
foregoing Articles of Incorporation hereby acknowledges the same to be his act
and further acknowledges that to the best of his knowledge, information and
belief the matters and facts set forth therein are true in all material
respects under the penalties of perjury.
Dated the 24th day of July, 1984.
/s/ Donald F. French
Donald F. French
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
MANNING & NAPIER GROWTH FUND, INC.
ARTICLES OF AMENDMENT
Manning & Napier Growth Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
Corporation), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby amended by striking out
sub-paragraph (j) of paragraph (8) of Article SEVENTH of the Articles of
Incorporation and inserting in lieu thereof the following:
"(j) The Board of Directors is empowered to cause the redemption of the
shares held in any account if the aggregate net asset value of such shares
(taken at cost or value, as determined by the Board) is less than $25,000, or
such lesser amount as the Board may fix, upon such notice to the shareholders
in question, with such permission to increase the investment in question and
upon such other terms and conditions as may be fixed by the Board of Directors
in accordance with the 1940 Act;"
SECOND: The amendment to the charter of the Corporation herein made was
duly approved by unanimous consent of the Board of Directors on March 25,
1985; and that at the time of the approval by the Directors there were no
shares of stock of the Corporation entitled to vote on the matter either
outstanding or subscribed for.
IN WITNESS WHEREOF, Manning & Napier Growth Fund, Inc. has caused these
articles to be signed in its name and on its behalf by its President and
witnessed by its Secretary on March 25, 1985.
MANNING & NAPIER GROWTH FUND, INC.
By /s/ William Manning
William Manning, President
Witness:
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Secretary
THE UNDERSIGNED, President of Manning & Napier Growth Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of the said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
/s/ William Manning
William Manning
<PAGE>
MANNING & NAPIER GROWTH FUND, INC.
ARTICLES OF AMENDMENT
Manning & Napier Growth Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
Corporation), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby amended by striking out
the SECOND Article of the Articles of Incorporation and inserting in lieu
thereof the following:
"SECOND: The name of the corporation is MANNING & NAPIER SMALL CAP FUND,
INC.";
SECOND: The amendment to the charter of the Corporation herein made was
duly approved by a resolution of the Board of Directors at a meeting held on
May 13, 1985, and that at the time of the approval by the Directors there were
no shares of stock of the Corporation entitled to vote on the matter either
outstanding or subscribed for.
IN WITNESS WHEREOF, Manning & Napier Growth Fund, Inc. has caused these
articles to be signed in its name and on its behalf by its President and
witnessed by its Secretary on May 23, 1985.
MANNING & NAPIER GROWTH FUND, INC.
By /s/ William Manning
William Manning,President
Witness:
/s/ B. Reuben Auspitz
Secretary
B. Reuben Auspitz
THE UNDERSIGNED, President of Manning & Napier Growth Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of the said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all materials respects, under
the penalties of perjury.
/s/ William Manning
William Manning
<PAGE>
SECRETARY'S CERTIFICATE
I, B. REUBEN AUSPITZ, Secretary of The Manning & Napier Growth Fund,
Inc., hereby certify that the following is a true copy of a resolution adopted
by the Board of Directors at a meeting held on May 13, 1985:
IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of May, 1985.
RESOLVED, that the Articles of Incorporation is amended as set forth below.
The SECOND Article is amended to read as follows:
"SECOND: The name of the Corporation is MANNING & NAPIER SMALL CAP FUND, INC."
IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of May, 1985.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
Secretary
<PAGE>
MANNING & NAPIER SMALL CAP FUND, INC.
ARTICLES OF AMENDMENT
Manning & Napier Small Cap Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
Corporation), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby amended by striking out
Article SECOND of the articles of Incorporation and inserting in lieu thereof
the following:
"SECOND: The name of the Corporation is MANNING & NAPIER FUND, INC.";
SECOND: The charter of the Corporation is hereby amended by striking out
Article FIFTH of the Articles of Incorporation and inserting in lieu thereof
the following:
"FIFTH:
(1) The total number of shares of stock of all classes (which term,
as used herein shall include a class designated as a "Series" as set forth
below) which the Corporation has authority to issue is 50,000,000 shares. The
number of the shares of stock of each class is such number, if any, of shares
of unissued stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority contained in
Section 2-105 of the Maryland General Corporation Law (or any successor
provision). The par value of the shares of stock of each class is one cent
per share. The aggregate par value of all the shares of all classes is
$500,000. A description of each class, including any preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemptions is set forth below.
Unless and until the Corporation's' Board of Directors classifies unissued
stock into one or more classes which are in addition to a single outstanding
class, or after the Board has reclassified issued stock of one or more classes
into a single class, all shares of stock of the Corporation shall be of a
single class designated as "Capital Stock." The Board of Directors of the
Corporation may classify unissued shares into one or more additional classes
which shall, together with the issued shares of stock of the Corporation, have
such designations as the Board shall determine (provided that such designation
shall include the word "Class"), and which shall be treated for all purposes
other than as to dividends as if all shares were shares of one class. The
dividends payable to the holders of each such class shall, subject to any
applicable rule, regulation or order of the Securities and Exchange Commission
or other applicable law or regulation, be determined by the Board and need not
be individually declared but may be declared and paid in accordance with a
formula adopted by the Board. The Board of Directors of the Corporation may
in the alternative classify unissued shares into one or more additional
classes, which shall, together with the issued shares of stock of the
Corporation, have such designations as the Board may determine (provided that
such designation shall include the word "Series"), and shall, subject to any
applicable rule, regulation or order of the Securities and Exchange Commission
or other applicable law or regulation, have the following characteristics.
(a) All consideration received by the Corporation for the issue
or sale of shares of stock of each such class, together with all income,
earnings, profits, and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class of shares of stock with respect to
which such assets, payments, or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall be so
handled upon the books of account of the Corporation. Such assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, any asset derived from any
reinvestment of such proceeds, in whatever form the same may be, are herein
referred to as "assets belonging to" such class.
(b) Dividends or distributions on shares of any such class of
stock, whether payable in stock or cash, shall be paid only out of earnings,
surplus or other assets belonging to such class and need not be individually
declared but may be declared and paid in accordance with a formula adopted by
the Board of Directors of the Corporation.
(c) In the event of the liquidation or dissolution of the
Corporation, shareholders of each such class shall be entitled to receive, as
a class, out of the assets of the Corporation available for distribution to
shareholders, but other than general assets not belonging to any particular
class of stock, the assets belonging to such class; and the assets so
distributable to the shareholders of any such class shall be distributed
among such shareholders in proportion to the number of shares of such class
held by them and recorded on the books of the Corporation. In the event
that there are any general assets not belonging to any particular class of
stock and available for distribution, such distribution shall be made to the
holders of stock of all classes in proportion to the asset value of the
respective classes.
(d) The assets belonging to any such class of stock shall be
charged with the liabilities in respect to such class and shall also be
charged with its share of the general liabilities of the Corporation, in
proportion to the asset value of the respective classes. The determination
of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, and as to the
allocation of the same as to a given class, and as to whether the same, or
general assets of the Corporation, are allocable to one or more classes. The
liabilities so allocated to a class are herein referred to as "liabilities
belonging to" such class.
(e) At all meetings of stockholders each stockholder of each
share of stock of each such class of the Corporation shall be entitled to one
vote for each share of stock irrespective of the class standing in his name
on the books of the Corporation, except that where a vote of the holders of
the shares of stock of any class, or of more than one class, voting by class,
is required by the Investment Company Act of 1940 and/or Maryland Law as to
any proposal, only the holders of such class or classes, voting by class,
shall be entitled to vote upon such proposal and the holders of any other
class or classes shall not be entitled to vote thereon. Any fractional
share, if any such fractional shares are outstanding, shall carry
proportionately all the rights of a whole share, including the right to vote
and the right to receive dividends.
(f) The provisions of paragraph (2) of this Article FIFTH
relating to voting shall apply when the Corporation has only one class of
shares outstanding or when the Corporation has more than one class of shares
outstanding but which differ only as to their dividend rights.
(g) When the Corporation has more than one class of shares
outstanding having separate assets and liabilities: (i) the redemption
rights provided to the holders of the Corporation's shares shall be deemed to
apply only to the assets belonging to the class of stock in question; and
(ii) the net asset value per share computation as provided for in Article
SEVENTH shall be applied as if each such class of shares were the Corporation
as referred to in such computation, but with its assets limited to the assets
belonging to such class and its liabilities limited to the liabilities
belonging to such class.
(2) At all meetings of stockholders each stockholder of the
Corporation shall be entitled to one vote for each share of stock standing in
his name on the books of the Corporation. Any fractional share, if any such
fractional shares are outstanding, shall carry proportionately all the rights
of a whole share, including the right to vote and the right to receive
dividends.
(3) Each holder of the capital stock (which term as used in the
remainder of these Articles of Incorporation shall be deemed to refer to stock
of any class or series) of the Corporation, upon proper written request
(including signature guarantees, if required by the Board of Directors) to the
Corporation, or other proper non-written request if so determined by the Board
of Directors, accompanied, when stock certificates representing such shares
are outstanding, by surrender of the appropriate stock certificate or
certificates in proper form for transfer, or any such other form as the Board
of Directors may provide, shall be entitled to require the Corporation to
redeem all or any part of the capital stock standing in the name of such
holder on the books of the Corporation, at the net asset value of such shares.
The method of computing such net asset value, the time as of which such net
asset value shall be computed and the time within which the Corporation shall
make payment therefore shall be determined as hereinafter provided in Article
SEVENTH of these Articles of Incorporation. Notwithstanding the foregoing,
the right of the holders of the capital stock of the Corporation to require
the Corporation to redeem such capital stock shall be suspended when such
suspension is required under the 1940 Act (which term the "1940 Act" shall for
the purposes of these Articles of Incorporation mean the Investment Company
Act of 1940 as from time to time amended and any rule, regulation or order
thereunder) and may be suspended when such suspension is permitted under the
1940 Act.
(4) All shares of the capital stock of the Corporation now or
hereafter authorized shall be subject to redemption and redeemable, in the
sense used in the Maryland General Corporation Law, at the redemption price
for any such shares, determined in the manner set out in these Articles of
Incorporation. The number of the authorized shares of the stock of any class
of the Corporation shall not be reduced by the number of any shares of such
class redeemed or purchased by it; shares redeemed or purchased shall be
retired automatically and shall have the status of authorized but unissued
stock.
(5) Notwithstanding any provision of Maryland law requiring any
action to be taken or authorized by the affirmative vote of the holders of a
majority or other designated proportion of the shares, or of any class or
series of shares, or to be otherwise taken or authorized by a vote of the
stockholders, such action shall be effective and valid if taken or authorized
by the affirmative vote of the holders of a majority of the total number of
shares (or a majority of the total number of shares of such class or series)
outstanding and entitled to vote thereon pursuant to the provisions of these
Articles of Incorporation.
(6) No holder of capital stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any shares of the capital
stock of the Corporation which it may issue or sell (whether out of the number
of shares authorized by these Articles of Incorporation, or out of any shares
of the stock of the Corporation acquired by it after the issue thereof, of
otherwise) other than such right, if any, as the Board of Directors, in its
discretion may determine.
(7) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of these Articles of
Incorporation."
THIRD: The amendment to the charter of the Corporation herein made
was duly approved by the unanimous consent of the Board of Directors on
October 7, 1985, and that at the time of the approval by the Directors there
were no shares of stock of the Corporation entitled to vote on the matter
either outstanding or subscribed for.
IN WITNESS WHEREOF, Manning & Napier Small Cap Fund, Inc. has caused
these articles to be signed in its name and on its behalf by its President and
witnessed by its Secretary on October 7, 1985.
MANNING & NAPIER SMALL CAP FUND, INC.
/s/ William Manning
William Manning, President
Witness:
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Secretary
<PAGE>
THE UNDERSIGNED, President of Manning & Napier Small Cap Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of the said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
/s/ William Manning
William Manning
<PAGE>
Manning & Napier Fund, Inc.
Articles of Amendment
Manning & Napier Fund, Inc., a Maryland Corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:
FIRST: The charter of the Corporation is hereby amended by striking out
Article FIFTH of the Articles of Incorporation and inserting in lieu thereof
the following:
"FIFTH:
The total number of shares of stock of all classes (which term, as used herein
shall include a class designated as a "Series" as set forth below) which
the Corporation has authority to issue is One Billion shares. The number
of the shares of stock of each class is such number, if any, of shares of
unissued stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority contained in
Section 2- 105 of the Maryland General Corporation Law (or any successor
provision). The par value of the shares of stock of each class is one
cent per share. The aggregate par value of all the shares of all classes
is $10,000,000. A description of each class, including any preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemptions is set
forth below. Unless and until the Corporation's Board of Directors
classifies unissued stock into one or more classes which are in addition
to a single outstanding class, or after the Board has reclassified issued
stock of one or more classes into a single class, all shares of stock of
the Corporation shall be of a single class designated as "Capital Stock."
The Board of Directors of the Corporation may classify unissued shares
into one or more additional classes which shall, together with the issued
shares of stock of the Corporation, have such designations as the Board
shall determine (provided that such designation shall include the word
"Class"), and which shall be treated for all purposes other than as to
dividends as if all shares were shares of one class. The dividends
payable to the holders of each such class shall, subject to any applicable
rule, regulation or order of the Securities and Exchange Commission or
other applicable law or regulation, be determined by the Board and need
not be individually declared but may be declared and paid in accordance
with a formula adopted by the Board. The Board of Directors of the
Corporation may in the alternative classify unissued shares into one or
more additional classes, which shall, together with the issued shares of
stock of the Corporation, have such designations as the Board may
determine (provided that such designation shall include the word
"Series"), and shall, subject to any applicable rule, regulation or order
of the Securities and Exchange Commission or other applicable law or
regulation, have the following characteristics.
All consideration received by the Corporation for the issue or sale of shares
of stock of each such class, together with all income, earnings, profits,
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to the class of shares of stock with respect to which
such assets, payments, or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Corporation. Such assets, income,
earnings, profits and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation thereof, any asset derived from any
reinvestment of such proceeds, in whatever form the same may be, are
herein referred to as "assets belonging to" such class.
Dividends or distributions on shares of any such class of stock, whether
payable in stock or cash, shall be paid only out of earnings,
surplus or other assets belonging to such class and need not be
individually declared but may be declared and paid in accordance
with a formula adopted by the Board of Directors of the Corporation.
In the event of the liquidation or dissolution of the Corporation,
shareholders of each such class shall be entitled to receive, as a class,
out of the assets of the Corporation available for distribution to
shareholders, but other than general assets not belonging to any particular
class of stock, the assets belonging to such class; and the assets so
distributable to the shareholders of any such class shall be distributed
among such shareholders in proportion to the number of shares of such class
held by them and recorded on the books of the Corporation. In the event
that there are any general assets not belonging to any particular class of
stock and available for distribution, such distribution shall be made to
the holders of stock of all classes in proportion to the asset value of the
respective classes.
The assets belonging to any such class of stock shall be charged with the
liabilities in respect to such class and shall also be charged with its
share of the general liabilities of the Corporation, in proportion to the
asset value of the respective classes. The determination of the Board of
Directors shall be conclusive as to the amount of liabilities, including
accrued expenses and reserves, and as to the allocation of the same as to
given class, and as to whether the same, or general assets of the
Corporation, are allocable to one or more classes. The liabilities so
allocated to a class are herein referred to as "liabilities belonging to"
such class.
At all meetings of stockholders each stockholder of each share of stock of
each such class of the Corporation shall be entitled to one vote for each
share of stock irrespective of the class standing in his name on the books
of the Corporation, except that where a vote of the holders of the shares
of stock of any class, or of more than one class, voting by class, is
required by the Investment Company Act of 1940 and/or Maryland law as to
any proposal, only the holders of such class or classes, voting by class,
shall be entitled to vote upon such proposal and the holders of any other
class or classes shall not be entitled to vote thereon. Any fractional
share, if any such fractional shares are outstanding, shall carry
proportionately all the rights of a whole share, including the right to
vote and the right to receive dividends.
The provisions of paragraph (2) of this Article FIFTH relating to voting shall
apply when the Corporation has only one class of shares outstanding or
when the Corporation has more than one class of shares outstanding but
which differ only as to their dividend rights.
When the Corporation has more than one class of shares outstanding having
separate assets and liabilities: (i) the redemption rights provided to
the holders of the Corporation's shares shall be deemed to apply only to
the assets belonging to the class of stock in question; and (ii) the net
asset value per share computation as provided for in Article SEVENTH
shall be applied as if each such class of shares were the Corporation as
referred to in such computation, but with its assets limited to the
assets belonging to such class and its liabilities limited to the
liabilities belonging to such class.
At all meetings of stockholders each stockholder of the Corporation shall be
entitled to one vote for each share of stock standing in his name on the
books of the Corporation. Any fractional share, if any such fractional
shares are outstanding, shall carry proportionately all the rights of a
whole share, including the right to vote and the right to receive
dividends.
Each holder of the capital stock (which term as used in the remainder of these
Articles of Incorporation shall be deemed to refer to stock of any class
or series) of the Corporation, upon proper written request (including
signature guarantees, if required by the Board of Directors) to the
Corporation, or other proper non-written request if so determined by the
Board of Directors, accompanied, when stock certificates representing
such shares are outstanding, by surrender of the appropriate stock
certificate or certificates in proper form for transfer, or any such
other form as the Board of Directors may provide, shall be entitled to
require the Corporation to redeem all or any part of the capital stock
standing in the name of such holder on the books of the Corporation, at
the net asset value of such shares. The method of computing such net
asset value, the time as of which such net asset value shall be computed
and the time within which the Corporation shall make payment therefore
shall be determined as hereinafter provided in Article SEVENTH of these
Articles of Incorporation. Notwithstanding the foregoing, the right of
the holders of the capital stock of the Corporation to require the
Corporation to redeem such capital stock shall be suspended when such
suspension is required under the 1940 Act (which term the "1940 Act"
shall for the purposes of these Articles of Incorporation mean the
Investment Company Act of 1940 as from time to time amended and any rule,
regulation or order thereunder) and may be suspended when such suspension
is permitted under the 1940 Act.
All shares of the capital stock of the Corporation now or hereafter authorized
shall be subject to redemption and redeemable, in the sense used in the
Maryland General Corporation Law, at the redemption price for any such
shares, determined in the manner set out in these Articles of
Incorporation. The number of the authorized shares of the stock of any
class of the Corporation shall not be reduced by the number of any shares
of such class redeemed or purchased by it; shares redeemed or purchased
shall be retired automatically and shall have the status of authorized but
unissued stock.
Notwithstanding any provision of Maryland law requiring any action to be taken
or authorized by the affirmative vote of the holders of a
majority or other designated proportion of the shares, or of
any class or series of shares, or to be otherwise taken or
authorized by a vote of the stockholders, such action shall be
effective and valid if taken or authorized by the affirmative
vote of the holders of a majority of the total number of
shares (or a majority of the total number of shares of such
class or series) outstanding and entitled to vote thereon
pursuant to the provisions of these Articles of Incorporation.
No holder of capital stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation which it may issue or sell (whether out of the number of shares
authorized by these Articles of Incorporation, or out of any shares of the
stock of the Corporation acquired by it after the issue thereof, of
otherwise) other than such right, if any, as the Board of Directors, in its
discretion, may determine.
All persons who shall acquire stock in the Corporation shall acquire the same
subject to the provisions of these Articles of Incorporation.
SECOND: The Board of Directors of the Corporation on July 3, 1986, duly
adopted a resolution in which was set forth the foregoing amendment to the
charter, declaring that the said amendment of the charter as proposed was
advisable and directing that it be submitted for action thereon by the
stockholders of the Corporation.
THIRD: That the said amendment has been consented to and authorized by
the holders of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of section 2-505 of
Corporations and Associates Articles of the Annotated Code of Maryland, and
filed with the records of stockholders meetings.
FOURTH: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the Board of Directors and approved by the
stockholders of the Corporation.
FIFTH: (a) The total number of shares of stock which the Corporation
was heretofore authorized to issue is Fifty million (50,000,000) shares, all
of one class, of the par value of $.01 per share, and of the aggregate par
value of Five hundred thousand dollars ($500,000).
The total number of shares of stock is increased by this amendment to 1
billion (1,000,000,000) shares all of one class, of the par value $.01 per
share, and of the aggregate par value of Ten million dollars
($10,000,000).
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these articles
to be signed and acknowledged in its name and on its behalf by its President
and witnessed by its Secretary on July 3, 1986.
MANNING & NAPIER FUND, INC.
By: /s/ William Manning
William Manning, President
<PAGE>
Witness:
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Secretary
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed
on behalf of said corporation the foregoing Articles of Amendment, of which
this certificate is made a part, hereby acknowledges, in the name and on
behalf of said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
/s/ William Manning
William Manning
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MANNING & NAPIER FUND, INC.
MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation organized
under the laws of the State of Maryland, having its principal place of
business at 1100 Chase Square, Rochester, New York 14604, does hereby certify
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940. As hereinafter set forth, the
Corporation has classified its authorized, unissued and unclassified capital
stock in accordance with Section 2-105(c) of the Maryland General Corporation
Law and under authority contained in the Articles of Incorporation of the
Corporation.
SECOND: Pursuant to the authority contained in Section 2-605(a)(4) of
the Maryland General Corporation Law and under authority contained in Article
V of the Articles of Incorporation, the Board of Directors by a resolution
adopted at a meeting held on September 25, 1997, voted to change the
designation of its classes or series of common stock for the benefit of
shareholders.
THIRD: Pursuant to the requirements of Section 2-607 of the Maryland
General Corporation Law, the Board of Directors has determined to file of
record these Articles of Amendment, which Amendment is limited to a change
expressly permitted by Section 2-605 of the Maryland General Corporation Law,
and was approved by a majority of the Board without action by shareholders,
and that such Amendment is solely for the purpose of changing the designation
of the Corporation's classes and series of common stock.
FOURTH: The Articles of Amendment of the Corporation are hereby amended
by changing the designations of the Corporation's classes and series of common
stock set forth in Article V of the Articles of Incorporation, as
supplemented, as follows:
4
Class A Common Stock shall be designated as Small Cap Series Class A Shares;
Class B Common Stock shall be designated as Maximum Horizon Series Class A
Shares; Class C Common Stock shall be designated as Energy Series Class A
Shares; Class D Common Stock shall be designated as Technology Series Class A
Shares; Class E Common Stock shall be designated as Defensive Series Class A
Shares; Class F Common Stock shall be designated as Financial Services Series
Class A Shares; Class G Common Stock shall be designated as International
Series Class A Shares; Class H Common Stock shall be designated as Tax Managed
Series Class A Shares; Class I Common Stock shall be designated Life Sciences
Series Class A Shares; Class J Common Stock shall be designated as Global
Fixed Income Series Class A Shares; Class K Common Stock shall be designated
as Blended Asset Series I Class A Shares; Class L Common Stock shall be
designated as Blended Asset Series II Class A Shares; Class M Common Stock
shall be designated as Flexible Yield Series I Class A Shares; Class N Common
Stock shall be designated as Flexible Yield Series II Class A Shares; Class O
Common Stock shall be designated as Flexible Yield Series III Class A Shares;
Class P shall be designated as New York Tax Exempt Series Class A Shares;
Class Q Common Stock shall be designated as Ohio Tax Exempt Series Class A
Shares; Class R Common Stock shall be designated as Diversified Tax Exempt
Series Class A Shares; Class T Common Stock shall be designated as World Fund
Class A Shares; and Class U Common Stock shall be designated World
Opportunities Series Class A Shares.
FIFTH: As so redesignated each share of Small Cap Series Class A Shares,
Maximum Horizon Series Class A Shares, Energy Series Class A Shares,
Technology Series Class A Shares, Defensive Series Class A Shares, Financial
Services Series Class A Shares, International Series Class A Shares, Tax
Managed Series Class A Shares, Life Sciences Series Class A Shares, Global
Fixed Income Series Class A Shares, Blended Asset Series I Class A Shares,
Blended Asset Series II Class A Shares, Flexible Yield Series I Class A
Shares, Flexible Yield Series II Class A Shares, Flexible Yield Series III
Class A Shares, New York Tax Exempt Series Class A Shares, Ohio Tax Exempt
Series Class A Shares, Diversified Tax Exempt Series Class A Shares, World
Fund Class A Shares, and World Opportunities Series Class A Shares shall have
all the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption that are set forth in the Corporation's Articles of Incorporation
with respect to its shares of capital stock.
SIXTH: The officers of the Corporation be, and each of them hereby is,
authorized and empowered to execute and deliver any and all documents,
instruments, papers and writings, including but not limited to these Articles
of Amendment to be filed with the State Department of Assessments and Taxation
of Maryland and to do any and all other acts in the name of the Corporation,
or on its behalf, as may be necessary or desirable in connection with the
furtherance of the foregoing resolutions.
SEVENTH: The aforesaid action by the Board of Directors of the
Corporation was taken pursuant to authority and power contained in the
Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and its corporate
seal to be hereunto affixed and attested by its Secretary as of the 26th day
of September, 1997.
MANNING & NAPIER FUND, INC.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz
President
[SEAL]
Attest:
/s/ Jodi Hedberg
Jodi Hedberg
Secretary
THE UNDERSIGNED, President of MANNING & NAPIER FUND, INC., who executed
on behalf of said corporation the foregoing Articles of Amendment to the
Charter, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles of Amendment to
the Charter to be the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ B. Reuben Ausptiz
B. Reuben Auspitz
President
MANNING & NAPIER FUND, INC.
CERTIFICATE OF CORRECTION
MANNING & NAPIER FUND, INC. (the Corporation), a corporation organized
under the laws of the State of Maryland, in accordance with Section 1-207 of
the Maryland General Corporation Law, does hereby file for record with the
State Department of Assessments and Taxation of Maryland, the following
Certificate of Correction:
FIRST, The title of the document filed by the Corporation to be
corrected is Manning & Napier Fund, Inc. Articles of Amendment filed with the
State Department of Assessments and Taxation on October 3, 1997 at 12:08 p.m.
SECOND, The execution of the Articles of Amendment and Verification
thereto were defectively executed.
THIRD, The Articles of Amendment and Verification thereto were
executed by B. Reuben Ausptiz, in his capacity as Vice President of Manning &
Napier Fund, Inc., however, the Articles of Amendment and Verification each
incorrectly identified him as the President of Manning & Napier Fund, Inc.
FOURTH, The Articles of Amendment and Verification thereto are hereby
corrected to indicate that such document were executed by B. Reuben Auspitz in
his capacity as Vice President of Manning & Napier Fund, Inc.
IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents
to be signed in its name and on its behalf by its Vice President and its
corporate seal to be hereunto affixed and attested by its Secretary as of the
5th day of February, 1998.
MANNING & NAPIER FUND, INC.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz
Vice President
[SEAL]
Attest:
/s/ Jodi L. Hedberg
Jodi L. Hedberg
Secretary
<PAGE>
THE UNDERSIGNED, Vice President of MANNING & NAPIER FUND, INC., who
executed on behalf of said corporation the foregoing Certificate of Correction
to the Articles of Amendment, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the foregoing
Certificate of Correction to the Articles of Amendment to be the corporate act
of said corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein are true in
all material respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
Vice President
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MANNING & NAPIER FUND, INC.
MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation
organized
under the laws of the State of Maryland, having its principal place of
business at 1100 Chase Square, Rochester, New York 14604, does hereby certify
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in Sections 2-602(b)(1) of
the Maryland General Corporation Law the Board of Directors by a resolution
adopted via Unanimous Consent, voted to change the corporate name of the
Corporation to Exeter Fund, Inc.
THIRD: Pursuant to the requirements of Section 2-607 of the Maryland
General Corporation Law, the Board of Directors has determined to file of
record these Articles of Amendment, which Amendment is limited to a change
expressly permitted by Section 2-605 of the Maryland General Corporation Law,
and was approved by a majority of the Board without action by shareholders,
and that such Amendment is solely for the purpose of changing the
Corporation's corporate name.
FOURTH: The charter of the Corporation is hereby amended by striking
our
Articles SECOND of the Articles of Incorporation, as amended, and inserting in
lieu thereof the following:
SECOND: The name of the Corporation is EXETER FUND, INC. (hereinafter
called the Corporation).;
FIFTH: The Board of Directors has authorized and empowered the
officers
of the Corporation to execute and deliver any and all documents, instruments,
papers and writings, including but not limited to these Articles of Amendment
to be filed with the State Department of Assessments and Taxation of Maryland
and to do any and all other acts in the name of the Corporation, or on its
behalf, as may be necessary or desirable in connection with the furtherance of
the resolutions approving the change in the Corporations corporate name.
SIXTH: The aforesaid action by the Board of Directors of the
Corporation
was taken pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents
to be signed in its name and on its behalf by its Vice President and its
corporate seal to be hereunto affixed and attested by its Secretary as of the
26th day of February, 1998.
MANNING & NAPIER FUND, INC.
By: /s/B. Reuben Auspitz
B. Reuben Auspitz
Vice President
[SEAL]
Attest:
/s/ Jodi Hedberg
Jodi Hedberg
Secretary
<PAGE>
MANNING & NAPIER FUND, INC.
BY-LAWS
ARTICLE I
STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the stockholders shall be
held at the principal office of the Corporation or at any such place within or
without the State of Maryland as may from time to time be designated by the
Board of Directors and stated in the notice of meeting.
Section 2. Annual Meeting. An annual meeting of the stockholders of the
Corporation shall not be required to be held in any year in which the
Investment Company Act of 1940, as amended does not require that the
corporation obtain stockholder approval (i) for the election of director(s),
(ii) of any contract with an investment advisor or principal underwriter, as
those terms are defined in the Investment Company Act of 1940, as amended,
that the corporation enters into, or renewal or amendment thereof, or (iii)
for the selection of the corporation's independent public accountants. In any
year in which an annual meeting of stockholders is not required to be held,
the Board of Directors may, but shall not be required to, determine to hold a
meeting of the stockholders of the corporation. The meeting, if any, of the
stockholders of the corporation shall be held on the date established by the
Board of Directors during the fourth month following the close of the
corporation's fiscal year, or on such other date as the Board of Directors may
from time to time determine, for the purpose of transacting any business as
may properly be brought before the meeting.
Section 3. Special or Extraordinary Meetings. Special or extraordinary
meetings of the stockholders for any purpose or purposes may be called by the
President or by the Chairman of the Board of Directors, if any, or by the
Board of Directors, and shall be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than one quarter in
amount of the entire capital stock issued and outstanding and entitled to vote
thereat. Such request shall state the purpose or purposes of the proposed
meeting.
Section 4. Notice of Meetings of Stockholders. Written or printed
notice of every meeting of stockholders, stating the time and place thereof
(and the general nature of the business proposed to be transacted at any
special or extraordinary meeting), shall be given to each stockholder entitled
to vote thereat not less than the minimum nor more than the maximum number of
days permitted under the laws of Maryland, by leaving the same with him or at
his residence or usual place of business or by mailing it, postage prepaid,
and addressed to him at his address as it appears upon the books of the
Corporation.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
Section 5. Record Dates. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, to exercise any
rights in respect of any stock or for the purpose of any other lawful action,
the Board of Directors may fix in advance a record date which shall not be
less than the minimum nor more than the maximum number of days prior to the
scheduled date of such meeting or prior to such action, as the case may be,
permitted by the laws of Maryland. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 6. Quorum, Adjournment of Meetings. The presence in person or
by proxy of the holders of record of one-third of the shares of the stock of
the Corporation issued and outstanding and entitled to vote thereat, shall
constitute a quorum at all meetings of the stockholders. If at any meeting of
the stockholders there shall be less than a quorum present, the stockholders
present at such meeting may, without further notice, adjourn the same from
time to time until a quorum shall attend, but no business shall be transacted
at any such adjourned meeting except such as might have been lawfully
transacted had the meeting not been adjourned.
<PAGE>
Section 7. Voting and Inspectors. At all meetings of stockholders,
every stockholder of record entitled to vote thereat shall be entitled to vote
at such meeting either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney. No
proxy which is dated more than eleven months before the meeting at which it is
offered shall be accepted, unless such proxy shall, on its face, name a longer
period for which it is to remain in force.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided in the
Articles of Incorporation or in these By-Laws or by specific statutory
provision superseding the restrictions and limitations contained in the
Articles of Incorporation or in these By-Laws.
At any election of Directors, the Board of Directors prior thereto may,
or, if they have not so acted, the chairman of the meeting may, and upon the
request of the holders of ten percent of the stock entitled to vote at such
election shall, appoint two inspectors of election who shall first subscribe
an oath or affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote
taken. No candidate for the office of Director shall be appointed such
Inspector.
The chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent of the stock entitled to vote on such election matter.
Section 8. Conduct of Stockholders' Meeting. The meetings of the
stockholders shall be presided over by the Chairman of the Board of Directors,
or if a Chairman shall not have been elected or be present, by the President,
or if he shall not be present, by a Vice-President, or if none of them is
present, by a chairman to be elected at the meeting. The Secretary of the
Corporation, if present, shall act as secretary of such meetings, or if he is
not present, an Assistant Secretary shall so act; if neither the Secretary nor
an Assistant Secretary is present, then the chairman of the meeting shall
appoint a secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the stockholders, all proxies shall be received and taken in charge
of, and all ballots shall be received and canvassed by, the secretary of the
meeting, who shall decide all questions touching the qualifications of voters,
the validity of the proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided in these By-Laws
in which event such inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number of Tenure of Office. The business and affairs of the
Corporation shall be conducted and managed by a Board of Directors consisting
of that number of Directors specified by the Articles of Incorporation as
originally filed, which number may be increased or decreased as provided in
Section 3 of this Article. Each Director shall hold office until the annual
meeting of stockholders of the Corporation next succeeding his election or
until his successor is duly elected and qualifies. Directors need not be
stockholders.
Section 2. Vacancies. Subject to the provisions of the Investment
Company Act of 1940 or any rule, regulation or order thereunder (collectively
referred to herein as the "1940 Act"), any vacancy in the Board of Directors
occurring otherwise than by reason of any increase in the number of Directors
authorized for the Corporation shall be filled in accordance with the
applicable laws of Maryland.
Section 3. Increase or Decrease in Number of Directors. By the vote of
a majority of the entire Board, the Board of Directors may increase the number
of Directors to a number not exceeding fifteen, and may elect Directors to
fill the vacancies created by any such increase in the number of Directors, to
hold office until the next annual meeting of the stockholders or until their
successors are duly elected and qualify. By a vote of a majority of the
entire Board, the Board of Directors likewise may decrease the number of
Directors to a number not less than three, but the tenure of office of any
Director shall not be affected by any such decrease made by the Board. In the
event that after proxy material has been printed or otherwise reproduced for a
meeting of stockholders at which Directors are to be elected, any one or more
nominees for Director nominated by management of the Corporation dies or
becomes incapacitated and thereby unable to serve in such office, the
authorized number of Directors shall be reduced automatically by the number of
such deceased or incapacitated nominees, and such deceased or incapacitated
nominee's name shall be stricken automatically from the names of those
nominated, unless the Board of Directors prior to the meeting shall determine
otherwise.
<PAGE>
Section 4. Place of Meeting. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation outside the
State of Maryland, at any office or offices of the Corporation or at any other
place as they may from time to time by resolution determine, or, in the case
of meetings, as they may from time to time by resolution determine or as shall
be specified or fixed in the respective notices or waivers of notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and on such notice, if any, as the Directors may
from time to time determine.
Section 6. Special Meetings. Special meetings of the Board of Directors
may be held from time to time upon call of the President or the Chairman of
the Board of Directors, if any, or of a majority of the Directors, by oral,
telegraphic or written notice duly served on, sent or mailed to each Director
not less than one day before each such meeting. No notice need be given to
any Director who attends in person or to any Director who, in writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state
the purpose or purposes of such meeting.
Section 7. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board
there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the 1940 Act), a majority of those present
may adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may otherwise specifically be provided by statute, by the Articles of
Incorporation or by these By-Laws.
Section 8. Executive Committee. By the affirmative vote of a majority
of the entire Board, the Board of Directors may elect from the Directors an
Executive Committee to consist of such number of Directors as the Board may
from time to time determine. The Board of Directors by such affirmative vote
shall have power at any time to change the members of such Committee and may
fill vacancies in the Committee by election from the Directors. When the
Board of Directors is not in session, the Executive Committee shall have and
may exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation (including the power
to authorize the seal of the Corporation to be affixed to all papers which may
require it) except as provided by law. The Executive Committee may fix its
own rules of procedure and may meet, when and as provided by such rules or by
resolution of the Board of Directors, but in every case the presence of a
majority shall be necessary to constitute a quorum. In the absence of any
member of the Executive Committee the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 9. Other Committees. By the affirmative vote of a majority of
the entire Board, the Board of Directors may appoint other committees which
shall in each case consist of such number of members (not less than two) and
shall have and may exercise such powers as the Board may determine in the
resolution appointing them. A majority of all members of any such committee
may determine its action and fix the time and place of its meetings, unless
the Board of Directors shall otherwise provide. The Board of Directors shall
have power at any time to change the members and powers of such committee, to
fill vacancies, and to discharge any such committee.
Section 10. Informal Action by and Telephone Meetings of Directors and
Committees. Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken, except as
otherwise required by the 1940 Act, if a written consent to such action is
signed by all members of the Board, or of such committee, as the case may be,
and filed with the minutes of the proceedings of the Board or Committee.
Subject to the 1940 Act, members of the Board of Directors or a committee
thereof may participate in a meeting by means of a conference telephone or
similar communications equipment; such participation shall, except as
otherwise required by the 1940 Act, have the same effect as presence in
person.
<PAGE>
Section 11. Compensation of Directors. Directors shall be entitled to
receive such compensation from the Corporation for their services as may from
time to time be voted by the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors. These may include a
Chairman of the Board of Directors, who shall be a Director, and shall include
a President, one or more Vice-Presidents (the number thereof to be determined
by the Board of Directors), a Secretary and a Treasurer. The Board of
Directors or the Executive Committee may also in their discretion appoint
Assistant Secretaries, Assistant Treasurers and other officers, agents and
employees, each of whom shall hold office at the pleasure of the Board or
Executive Committee, or until his earlier resignation, removal or other
termination of employment and shall have such authority and perform such
duties as the Board or Executive Committee may determine. The Board of
Directors may fill any vacancy which may occur in any office. Any two
offices, except those of President and Vice-President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law or these By-Laws
to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
one year and until their respective successors are chosen and qualified;
however, any officer may be removed from office at any time with or without
cause by the vote of a majority of the entire Board of Directors.
Section 3. Powers and Duties. The officers of the Corporation shall
have such powers and duties as generally pertain to their respective offices,
as well as such powers and duties as may from time to time be conferred by the
Board of Directors or the Executive Committee.
ARTICLE IV
CAPITAL STOCK
Section 1. Certificate of Shares. Each stockholder of the Corporation
upon request shall be entitled to a certificate or certificates evidencing his
interest in the Corporation, in such form as the Board of Directors may from
time to time prescribe.
Section2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of shares of the
same class, duly endorsed or accompanied by proper instruments of assignment
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be imposed
by the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the Corporation,
containing the name and address of the stockholders and the number of shares
held by them respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a transfer agent, at the offices of
the transfer agent of the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Directors may determine the conditions upon which a new certificate of stock
of the Corporation of any class may be issued in place of a certificate which
is alleged to have been lost, stolen or destroyed; and may, in their
discretion, require the owner of such certificate or his legal representative
to give bond, with sufficient surety to the Corporation and the transfer
agent, if any, to indemnify it and such transfer agent against any and all
loss claims which may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
<PAGE>
ARTICLE V
CORPORATE SEAL
The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as it may be determined.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed from time to time by
the Board of Directors.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Corporation may be altered, amended, added to or
repealed by the stockholders or by majority vote of the entire Board of
Directors, but any such alteration, amendment, addition or repeal of the
By-Laws by action of the Board of Directors may be altered or repealed by the
stockholders.
<PAGE>
MANNING & NAPIER FUND, INC
AMENDMENT TO THE BY-LAWS
By a unanimous vote of the Board of Directors at a meeting held on June
11, 1987 the following change to the Corporation's By-Laws was adopted:
Section 2. Annual Meeting. An annual meeting of the stockholders of the
Corporation shall not be required to be held in any year in which the
Investment Company Act of 1940, as amended, does not require that the
corporation obtain stockholder approval (i) for the election of director(s),
(ii) of any contract with an investment advisor or principal underwriter, as
those terms are defined in the Investment Company Act of 1940, as amended,
that the corporation enters into, or renewal or amendment thereof, or (iii)
for the selection of the corporation's independent public accountants. In any
year in which an annual meeting of stockholders is not required to be held,
the Board of Directors may, but shall not be required to, determine to hold a
meeting of the stockholders of the corporation. The meeting, if any, of the
stockholders of the corporation shall be held on the date established by the
Board of Directors during the fourth month following the close of the
corporation's fiscal year, or on such other date as the Board of Directors may
from time to time determine, for the purpose of transacting any business as
may properly be brought before the meeting.
<PAGE>
MANNING & NAPIER FUND, INC
AMENDMENT TO THE BY-LAWS
By a unanimous vote of the Board of Directors at a meeting held on
October 19, 1990 the following change to the Corporation's By-Laws was
adopted:
Section 2. Annual Meeting. An annual meeting of the stockholders of the
Corporation shall not be required to be held in any year in which stockholders
are not required to elect directors under the Investment Company Act of 1940
(the "1940 Act") even if the Corporation is holding a meeting of the
stockholders for a purpose other than the election of directors. If the
Corporation is required by the 1940 Act to hold a meeting to elect directors,
the meeting shall be designated as the Annual Meeting of stockholders for that
year and shall be held within 120 days after the occurrence of an event
requiring the election of directors. The Board of Directors may, in its
discretion, hold a meeting to be designated as the Annual Meeting of
stockholders on a date within the thirty-one day period, March 16 through
April 15, in any year where an election of directors by stockholders is not
required under the 1940 Act. The date of an Annual Meeting shall be set by
appropriate resolution of the Board of Directors, and stockholders shall vote
on the election of directors and transact any other business as may be
properly brought before the Annual Meeting
<PAGE>
MANNING & NAPIER FUND, INC.
ARTICLE SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principle
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The board of directors of the Corporation, at a meeting
duly convened and held on July 3, 1986, adopted a resolution classifying: Ten
million (10,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, and with an aggregate par value of One
Hundred Thousand Dollars ($100,00) as Class A Common Stock; Fifty million
(50,000,000) of the unissued shares of the common stock of the Corporation,
par value $.01 per share, and with an aggregate par value of Five Hundred
Thousand Dollars ($500,000) as Class B Common Stock; Ten million (10,000,000)
unissued share of the common stock of the Corporation, par value $.01 per
share, with an aggregate par value of One Hundred Thousand Dollars ($1000,000)
as Class D Common Stock; Ten million (10,000,000) of the unissued shares of
the common stock of the Corporation, par value $.01 per share, and with an
aggregate par value of One Hundred Thousand ($100,00) as Class E Common Stock;
and Ten Million (10,000,000) shares of the common stock of the Corporation,
par value $.01 per share, and with an aggregate par value of One Hundred
Thousand Dollars ($100,000) as Class F Common Stock, by setting before the
issuance of such shares, the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualification or terms f redemption of, and the
conversion or other rights, thereof as hereinafter set forth.
SECOND: A description of the shares so classified with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the board of directors of the Corporation as
follows:
A description, preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been charged by the board of directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the
board of directors pursuant to authority and power contained in the charter of
the Corporation.
IN WITNESS WHEREOF, Manning & Napier fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by
its Secretary on July 3, 1986
Manning & Napier Fund, Inc.
By: /s/ William Manning
William Manning
President
Attest:
/s/ B. Reuben Auspitz
B. Reuben Auspitz
/s/ William Manning
William Manning
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The board of directors of the Corporation, at a meeting duly
convened and held on January 12, 1989, adopted resolutions classifying an
additional 100 million unissued and unclassified shares of the common stock of
the Corporation (par value $.01 per share) as follows:
Ten Million (10,000,000) authorized, unissued and unclassified shares of
the Corporation (par value $.01 per share) were classified and designated as
Class A common stock, representing the shares of the Manning & Napier Fund,
Inc. Small Cap Series, so that a total of 20,000,000 shares of the Corporation
are currently classified as shares of Class A common stock;
Fifty Million (50,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class B common stock, representing the shares of Manning & Napier Fund,
Inc. Discounted Expectations Strategy Series, so that a total of 100,000,000
shares of the Corporation are currently classified as shares of Class B common
stock;
Ten Million (10,000,000) authorized, unissued and unclassified shares of
the Corporation (par value $.01 per share) were classified and designated as
Class C common stock, representing the shares of Manning & Napier Fund, Inc.
Energy Series, so that a total of 20,000,000 shares of the Corporation are
currently classified as shares of Class C common stock;
Ten Million (10,000,000) authorized, unissued and unclassified shares of
the Corporation (par value $.01 per share) were classified and designated as
Class D common stock, representing the shares of Manning & Napier Fund, Inc.
Technology Series, so that a total of 20,000,000 shares of the Corporation are
currently classified as shares of Class D common stock.
Ten Million (10,000,000) authorized, unissued and unclassified shares of
the Corporation (par value of $.01 per share) were classified and designated
as Class E common stock, representing the shares of Manning & Napier Fund,
Inc. Commodity Series, so that a total of 20,000,000 shares of the Corporation
are currently classified as shares of Class E common stock; and
Ten Million (10,000,000) authorized, unissued and unclassified shares of
the Corporation ( par value of $.01 per share) were classified and designated
as Class F common stock, representing the shares of Manning & Napier Fund,
Inc. Financial Services Series, so that a total of 20,000,000 shares of the
Corporation are currently classified as shares of Class F common stock.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions or redemption as set or
changed by the board of directors of the Corporation as follows:
<PAGE 2>
A description, preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the board of directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the board of
directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by
its Secretary on January 19, 1989.
Manning & Napier Fund, Inc.
By: /s/ William Manning
William Manning
President
Attest:
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Secretary
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed
on behalf of said corporation the foregoing Articles Supplementary to the
Charter of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ William Manning
William Manning
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on September 22, 1989, adopted resolutions classifying:
Twenty million (20,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Two
Hundred Thousand Dollars ($200,0000) as Class G Common Stock, and Twenty
million (20,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Two
Hundred Thousand Dollars ($200,000) as Class H Common Stock, by setting before
the issuance of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms of
redemption of, and the conversion or other rights, thereof as hereinafter set
forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by
its Secretary on September 22, 1989.
Manning & Napier Fund, Inc.
By: /s/ William Manning
William Manning
President
Attest:
/s/ B. Reuben Auspitz
B. Reuben Auspitz
Secretary
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Charter of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ William Manning
William Manning
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that the Board of directors of the Corporation, pursuant to Section
2-408(c) of the Maryland General Corporation Law, and in lieu of a meeting of
the board of directors, adopted the following series fund name change on
November 7, 1989 by written unanimous consent of the board:
The name of the Discounted Expectations Strategy Series (currently
classified as Class B common stock) of the Corporation be
changed to the Systematic Equity Series (hereby designated as Class
B common stock).
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by
its Secretary on November 8, 1989.
Manning & Napier Fund, Inc.
By: /s/ William Manning
William Manning
President
Attest:
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Secretary
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Charter of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ William Manning
William Manning
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on October 19, 1990, adopted resolutions classifying: Twenty
million (20,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Two
Hundred Thousand Dollars ($200,0000) as Class I Common Stock, by setting
before the issuance of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms of
redemption of, and the conversion or other rights, thereof as hereinafter set
forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by
its Secretary on October 19, 1990.
Manning & Napier Fund, Inc.
By: /s/ William Manning
William Manning
President
Attest:
/s/ Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, President of Manning & Napier Fund, Inc., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Charter of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ William Manning
William Manning
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on April 27, 1992, adopted resolutions classifying: Fifty
million (50,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Five
Hundred Thousand Dollars ($500,000) as Class J Common Stock, by setting
before the issuance of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms of
redemption of, and the conversion or other rights, thereof as hereinafter set
forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on April 27, 1992.
Manning & Napier Fund, Inc.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz, Vice-President
Attest:
/s/ Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on April 29, 1993, adopted resolutions classifying: Fifty
million (50,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Five
Hundred Thousand Dollars ($500,000) as Class K Common Stock; Fifty million
(50,000,000) of the unissued shares of the common stock of the Corporation,
par value $.01 per share, with an aggregate par value of Five Hundred
Thousand Dollars ($500,000) as Class L Common Stock; Fifty million
(50,000,000) of the unissued shares of the common stock of the Corporation,
par value $.01 per share, with an aggregate par value of Five Hundred Thousand
Dollars ($500,000) as Class M Common Stock; Fifty million (50,000,000) of the
unissued shares of the common stock of the Corporation, par value $.01 per
share, with an aggregate par value of Five Hundred Thousand Dollars ($500,000)
as Class N Common Stock; and Fifty million (50,000,000) of the unissued shares
of the common stock of the Corporation, par value $.01 per share, with an
aggregate par value of Five Hundred Thousand Dollars ($500,000) as Class O
Common Stock, by setting before the issuance of such shares, the preferences,
rights, voting powers, restrictions, limitations as to dividends,
qualification or terms of redemption of, and the conversion or other rights,
thereof as hereinafter set forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on April 29, 1993.
Manning & Napier Fund, Inc.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz, Vice-President
Attest:
/s/ Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on September 23, 1993, adopted resolutions classifying:
Fifty million (50,000,000) of the unissued shares of the common stock of
the Corporation, par value $.01 per share, with an aggregate par value of
Five Hundred Thousand Dollars ($500,000) as Class P Common Stock; Fifty
million (50,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Five
Hundred Thousand Dollars ($500,000) as Class Q Common Stock; Fifty million
(50,000,000) of the unissued shares of the common stock of the Corporation,
par value $.01 per share, with an aggregate par value of Five Hundred
Thousand Dollars ($500,000) as Class R Common Stock; and Fifty million
(50,000,000) of the unissued shares of the common stock of the Corporation,
par value $.01 per share, with an aggregate par value of Five Hundred
Thousand Dollars ($500,000) as Class S Common, by setting before the
issuance of such shares, the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualification or terms of redemption of, and the
conversion or other rights, thereof as hereinafter set forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on September 23, 1993.
Manning & Napier Fund, Inc.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz,
Vice-President
Attest:
/s/ Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on January 17, 1994, adopted resolutions classifying: Fifty
million (50,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of
Five Hundred Thousand Dollars ($500,000) as Class T Common Stock, by setting
before the issuance of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms of redemption
of, and the conversion or other rights, thereof as hereinafter set forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on January 17, 1994.
Manning & Napier Fund, Inc.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz
Attest:
/s/ Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, Vice-President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on December 13, 1995, adopted resolutions classifying: Fifty
million (50,000,000) of the unissued shares of the common stock of the
Corporation, par value $.01 per share, with an aggregate par value of Five
Hundred Thousand Dollars ($500,000) as Class U Common Stock, by setting before
the issuance of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms of
redemption of, and the conversion or other rights, thereof as hereinafter set
forth.
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHEREOF, Manning & Napier Fund, Inc. has caused these presents
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on December 13, 1995.
Manning & Napier Fund, Inc.
By:/s/B. Reuben Auspitz
B. Reuben Auspitz, Vice President
Attest:
/s/Barbara Lapple
Barbara Lapple, Secretary
THE UNDERSIGNED, Vice President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
Manning & Napier Fund, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on April 22, 1996, adopted resolutions classifying an
additional One hundred fifty million (150,000,000) of the unissued shares of
the common stock of the Corporation (par value $.01 per share) as follows:
Twenty Million (20,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class A common stock of the Corporation so that a total of 50,000,000
shares of the Corporation are currently classified as shares of Class A common
stock;
Twenty Million (20,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class D common stock of the Corporation, so that a total of 50,000,000
shares of the Corporation are currently classified as shares of Class D common
stock;
Twenty Million (20,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class G common stock of the Corporation, so that a total of 50,000,000
shares of the Corporation are currently classified as shares of Class G common
stock;
Twenty Million (20,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class H common stock of the Corporation, so that a total of 50,000,000
shares of the Corporation are currently classified as shares of Class H common
stock;
Twenty Million (20,000,000) authorized, unissued and unclassified shares
of the Corporation (par value $.01 per share) were classified and designated
as Class I common stock of the Corporation, so that a total of 50,000,000
shares of the Corporation are currently classified as shares of Class I common
stock;
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description, preference, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation are
set forth in Article Fifth of the Corporation's Articles of Incorporation, as
amended, and have not been changed by the Board of Directors of the
Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority and power contained in the charter of the
Corporation.
IN WITNESS WHERREOF, Manning & Napier Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its Vice President and
attested by its Secretary on April 22, 1996.
Manning & Napier Fund, Inc.
/s/ B. Reuben Auspitz
B. Reuben Auspitz, Vice President
Attest:
/s/Barbara Lapple
Barbara Lapple, Secretary
<PAGE 2>
THE UNDERSIGNED, Vice President of Manning & Napier Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
MANNING & NAPIER FUND, INC.
ARTICLES SUPPLEMENTARY
MANNING & NAPIER FUND, INC. (the "Corporation"), a corporation organized
under the laws of the State of Maryland, having its principal place of
business at 1100 Chase Square, Rochester, New York 14604, does hereby file for
record with the State Department of Assessments and Taxation of Maryland the
following Articles Supplementary to its Articles of Incorporation:
FIRST: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940. As hereinafter set forth,
the Corporation has reclassified its authorized, unissued and classified
capital stock in accordance with Section 2-208 of the Maryland General
Corporation Law and under authority contained in the Articles of Incorporation
of the Corporation and has classified its authorized, unissued and
unclassified capital stock in accordance with Section 2-105(c) of the Maryland
General Corporation Law and under authority contained in the Articles of
Incorporation of the Corporation.
SECOND: Immediately before the reclassification and classification
hereinbefore set forth and upon filing for record these Articles
Supplementary, the Corporation had authority to issue one billion
(1,000,000,000) shares of the Corporation of the par value of ($.01) per
share and of the aggregate par value of ten million dollars ($10,000,000),
designated and classified as follows:
<TABLE>
<CAPTION>
TYPE OF SHARES NUMBER
<S> <C>
Small Cap Series Class A 50,000,000 shares
Maximum Horizon Series Class A 100,000,000 shares
Energy Series Class A 20,000,000 shares
Technology Series Class A 50,000,000 shares
Defensive Series Class A 50,000,000 shares
Financial Services Series Class A 20,000,000 shares
International Series Class A 50,000,000 shares
Tax Managed Series Class A 50,000,000 shares
Life Sciences Series Class A 50,000,000 shares
Global Fixed Income Series Class A 50,000,000 shares
<PAGE 2>
<CAPTION>
TYPE OF SHARES NUMBER
<S> <C>
Blended Asset Series I Class A 50,000,000 shares
Blended Asset Series II Class A 50,000,000 shares
Flexible Yield Series I Class A 50,000,000 shares
Flexible Yield Series II Class A 50,000,000 shares
Flexible Yield Series III Class A 50,000,000 shares
New York Tax Exempt Series Class A 50,000,000 shares
Ohio Tax Exempt Series Class A 50,000,000 shares
Diversified Tax Exempt Series Class A 50,000,000 shares
World Fund Class A 50,000,000 shares
World Opportunities Series Class A 50,000,000 shares
Unclassified 10,000,000 shares
</TABLE>
THIRD: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
fifty million (50,000,000) of the authorized, unissued and classified shares
of the World Fund Class A Shares as unclassified shares.
FOURTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Small Cap Series Class A Shares as unclassified.
FIFTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Small Cap Series Class B Shares, of
the par value of ($.01) per share.
<PAGE 3>
SIXTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Small Cap Series Class C Shares, of the par value of
($.01) per share.
SEVENTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Small Cap Series Class D Shares, of
the par value of ($.01) per share.
EIGHTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Small Cap Series Class E Shares, of
the par value of ($.01) per share.
NINTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1996, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the World Opportunities Series Class A as
unclassified.
TENTH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as World Opportunities Series Class B
Shares, of the par value of ($.01) per share.
ELEVENTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as World Opportunities Series Class C Shares, of the par
value of ($.01) per share.
<PAGE 4>
TWELFTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as World Opportunities Series Class D
Shares, of the par value of ($.01) per share.
THIRTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as World Opportunities Series Class E
Shares, of the par value of ($.01) per share.
FOURTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Blended Asset Series I Class A as unclassified.
FIFTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series I Class B
Shares, of the par value of ($.01) per share.
SIXTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Blended Asset Series I Class C Shares, of the par value
of ($.01) per share.
SEVENTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series I Class D
Shares, of the par value of ($.01) per share.
<PAGE 5>
EIGHTEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series I Class E
Shares, of the par value of ($.01) per share.
NINETEENTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Blended Asset Series II Class A as unclassified.
TWENTIETH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series II Class B
Shares, of the par value of ($.01) per share.
TWENTY-FIRST: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Blended Asset Series II Series Class C Shares, of the
par value of ($.01) per share.
TWENTY-SECOND: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series II Series Class
D Shares, of the par value of ($.01) per share.
TWENTY-THIRD: Pursuant to the authority contained in Section
2-208 of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Blended Asset Series II Series Class
E Shares, of the par value of ($.01) per share.
TWENTY-FOURTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Defensive Series Class A as unclassified.
<PAGE 6>
TWENTY-FIFTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Defensive Series Class B Shares, of
the par value of ($.01) per share.
TWENTY-SIXTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Defensive Series Class C Shares, of the par value of
($.01) per share.
TWENTY-SEVENTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Defensive Series Class D Shares, of
the par value of ($.01) per share.
TWENTY-EIGHTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Defensive Series Class E Shares, of
the par value of ($.01) per share.
TWENTY-NINTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Flexible Yield Series I Class A as unclassified.
THIRTIETH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series I Class B
Shares, of the par value of ($.01) per share.
<PAGE 7>
THIRTY-FIRST: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Flexible Yield Series I Class C Shares, of the par value
of ($.01) per share.
THIRTY-SECOND: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series I Class D
Shares, of the par value of ($.01) per share.
THIRTY-THIRD: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series I Class E
Shares, of the par value of ($.01) per share.
THIRTY-FOURTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Flexible Yield Series II Class A as unclassified.
THIRTY-FIFTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series II Class B
Shares, of the par value of ($.01) per share.
THIRTY-SIXTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Flexible Yield Series II Class C Shares, of the par
value of ($.01) per share.
<PAGE 8>
THIRTY-SEVENTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Flexible Yield Series II Class D Shares, of the par
value of ($.01) per share.
THIRTY-EIGHTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Flexible Yield Series II Class E Shares, of the par
value of ($.01) per share.
THIRTY-NINTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Flexible Yield Series III Class A as
unclassified.
FORTIETH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series III Class B
Shares, of the par value of ($.01) per share.
FORTY-FIRST: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Flexible Yield Series III Class C Shares, of the par
value of ($.01) per share.
FORTY-SECOND: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series III Class D
Shares, of the par value of ($.01) per share.
<PAGE 9>
FORTY-THIRD: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Flexible Yield Series III Class E
Shares, of the par value of ($.01) per share.
FORTY-FOURTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twelve million five hundred thousand (12,500,000) of the authorized, unissued
and classified shares of the Tax Managed Series Class A as unclassified.
FORTY-FIFTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Tax Managed Series Class B Shares,
of the par value of ($.01) per share.
FORTY-SIXTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Tax Managed Series Class C Shares, of the par value of
($.01) per share.
FORTY-SEVENTH: Pursuant to the authority contained in Section 2-208
of the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Tax Managed Series Class D Shares,
of the par value of ($.01) per share.
FORTY-EIGHTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
two million five hundred thousand (2,500,000) of the authorized, unissued and
unclassified shares of the Corporation as Tax Managed Series Class E Shares,
of the par value of ($.01) per share.
FORTY-NINTH: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, reclassified
twenty five million (25,000,000) of the authorized, unissued and classified
shares of the Maximum Horizon Series Class A as unclassified.
<PAGE 10>
FIFTIETH: Pursuant to the authority contained in Section 2-208 of the
Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Maximum Horizon Series Class B Shares, of the par value
of ($.01) per share.
FIFTY-FIRST: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
ten million (10,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Maximum Horizon Series Class C Shares, of the par value
of ($.01) per share.
FIFTY-SECOND: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Maximum Horizon Series Class D Shares, of the par value
of ($.01) per share.
FIFTY-THIRD: Pursuant to the authority contained in Section 2-208 of
the Maryland General Corporation Law and Article V of the Articles of
Incorporation of the Corporation, the Board of Directors of the Corporation,
by a resolution adopted at a meeting held on September 25, 1997, classified
five million (5,000,000) of the authorized, unissued and unclassified shares
of the Corporation as Maximum Horizon Series Class E Shares, of the par value
of ($.01) per share.
FIFTY-FOURTH: Each share of each class of the Corporations Common
Stock shall have all the preferences, conversion and other rights, voting
powers, restrictions, limitations as to the dividends, qualifications, and
terms and conditions of redemption that are set forth in the Fund's Articles
of Incorporation with respect to its shares of capital stock.
FIFTY-FIFTH: For any class or series that adopts a rule 12b-1 plan
pursuant to the Investment Company Act of 1940, expenses related to the
distribution of, and other identified expenses that should properly be
allocated to, the shares of such particular
class or series of capital stock may be charged to and borne solely by such
class or series and the bearing of expenses solely by that class or series of
capital stock may be appropriately reflected (in a manner determined by the
Board of Directors) and cause differences in the net asset value attributable
to, and the dividend, redemption and liquidation rights of, the shares of each
such class or series of capital stock.
<PAGE 11>
FIFTY-SIXTH: Immediately after the reclassification and
classification hereinbefore set forth and upon filing for record these
Articles Supplementary, the Corporation has authority to issue one billion
(1,000,000,000) shares of the Corporation of the par value of ($.01) per share
and of the aggregate par value of ten million dollars ($10,000,000),
designated and classified as follows:
<TABLE>
<CAPTION>
TYPE OF SHARES NUMBER
<S> <C>
Small Cap Series Class A 37,500,000 shares
Small Cap Series Class B 2,500,000 shares
Small Cap Series Class C 5,000,000 shares
Small Cap Series Class D 2,500,000 shares
Small Cap Series Class E 2,500,000 shares
Maximum Horizon Series Class A 75,000,000 shares
Maximum Horizon Series Class B 5,000,000 shares
Maximum Horizon Series Class C 10,000,000 shares
Maximum Horizon Series Class D 5,000,000 shares
Maximum Horizon Series Class E 5, 000,000 shares
Energy Series Class A 20,000,000 shares
Technology Series Class A 50,000,000 shares
Defensive Series Class A 37,500,000 shares
Defensive Series Class B 2,500,000 shares
Defensive Series Class C 5,000,000 shares
Defensive Series Class D 2,500,000 shares
Defensive Series Class E 2,500,000 shares
Financial Services Series Class A 20,000,000 shares
International Series Class A 50,000,000 shares
Tax Managed Series Class A 37,500,000 shares
<PAGE 12>
<CAPTION>
TYPE OF SHARES NUMBER
<S> <C>
Tax Managed Series Class B 2,500,000 shares
Tax Managed Series Class C 5,000,000 shares
Tax Managed Series Class D 2,500,000 shares
Tax Managed Series Class E 2,500,000 shares
Life Sciences Series Class A 50,000,000 shares
Global Fixed Income Series Class A 50,000,000 shares
Blended Asset Series I Class A 37,500,000 shares
Blended Asset Series I Class B 2,500,000 shares
Blended Asset Series I Class C 5,000,000 shares
Blended Asset Series I Class D 2,500,000 shares
Blended Asset Series I Class E 2,500,000 shares
Blended Asset Series II Class A 37,500,000 shares
Blended Asset Series II Class B 2,500,000 shares
Blended Asset Series II Class C 5,000,000 shares
Blended Asset Series II Class D 2,500,000 shares
Blended Asset Series II Class E 2,500,000 shares
Flexible Yield Series I Class A 37,500,000 shares
Flexible Yield Series I Class B 2,500,000 shares
Flexible Yield Series I Class C 5,000,000 shares
Flexible Yield Series I Class D 2,500,000 shares
<PAGE 13>
<CAPTION>
TYPE OF SHARES NUMBER
<S> <C>
Flexible Yield Series I Class E 2,500,000 shares
Flexible Yield Series II Class A 37,500,000 shares
Flexible Yield Series II Class B 2,500,000 shares
Flexible Yield Series II Class C 5,000,000 shares
Flexible Yield Series II Class D 2,500,000 shares
Flexible Yield Series II Class E 2,500,000 shares
Flexible Yield Series III Class A 37,500,000 shares
Flexible Yield Series III Class B 2,500,000 shares
Flexible Yield Series III Class C 5,000,000 shares
Flexible Yield Series III Class D 2,500,000 shares
Flexible Yield Series III Class E 2,500,000 shares
New York Tax Exempt Series Class A 50,000,000 shares
Ohio Tax Exempt Series Class A 50,000,000 shares
Diversified Tax Exempt Series Class A 50,000,000 shares
World Opportunities Series Class A 37,500,000 shares
World Opportunities Series Class B 2,500,000 shares
World Opportunities Series Class C 5,000,000 shares
World Opportunities Series Class D 2,500,000 shares
World Opportunities Series Class E 2,500,000 shares
Unclassified 60,000,000 shares
</TABLE>
FIFTY-SEVENTH: The aforesaid action by the Board of Directors of the
Corporation was taken pursuant to authority and power contained in the
Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and its corporate
seal to be hereunto affixed and attested by its Secretary as of the 26th day
of September, 1997.
MANNING & NAPIER FUND, INC.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz
President
[SEAL]
Attest:
/s/ Jodi Hedberg
Jodi Hedberg
Secretary
<PAGE 14>
THE UNDERSIGNED, President of MANNING & NAPIER FUND, INC., who executed
on behalf of said corporation the foregoing Articles Supplementary to the
Charter, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles Supplementary
to the Charter to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
President
MANNING & NAPIER FUND, INC.
CERTIFICATE OF CORRECTION
MANNING & NAPIER FUND, INC. (the Corporation), a corporation organized
under the laws of the State of Maryland, in accordance with Section 1-207 of
the Maryland General Corporation Law, does hereby file for record with the
State Department of Assessments and Taxation of Maryland, the following
Certificate of Correction:
FIRST, The title of the document filed by the Corporation to be
corrected is Manning & Napier Fund, Inc. Articles Supplementary filed with the
State Department of Assessments and Taxation on October 3, 1997 at 12:08 p.m.
SECOND, The execution of the Articles Supplementary and
Verification thereto were defectively executed.
THIRD, The Articles Supplementary and Verification thereto were
executed by B. Reuben Ausptiz, in his capacity as Vice President of Manning &
Napier Fund, Inc., however, the Articles Supplementary and Verification each
incorrectly identified him as the President of Manning & Napier Fund, Inc.
FOURTH, The Articles Supplementary and Verification thereto are
hereby corrected to indicate that such document were executed by B. Reuben
Auspitz in his capacity as Vice President of Manning & Napier Fund, Inc.
IN WITNESS WHEREOF, MANNING & NAPIER FUND, INC. has caused these presents
to be signed in its name and on its behalf by its Vice President and its
corporate seal to be hereunto affixed and attested by its Secretary as of the
23rd day of February, 1998.
MANNING & NAPIER FUND, INC.
By: /s/ B. Reuben Auspitz
B. Reuben Auspitz
Vice President
[SEAL]
Attest:
/s/ Jodi Hedberg
Jodi Hedberg
Secretary
<PAGE>
THE UNDERSIGNED, Vice President of MANNING & NAPIER FUND, INC., who
executed on behalf of said corporation the foregoing Certificate of Correction
to the Articles Supplementary, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said corporation, the
foregoing Certificate of Correction to the Articles Supplementary to be the
corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
are true in all material respects, under the penalties of perjury.
/s/ B. Reuben Auspitz
B. Reuben Auspitz
Vice President
MANNING & NAPIER FUND, INC.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 30th day of April, 1993, by and between MANNING &
NAPIER FUND, INC. (the "Fund"), a corporation organized under the laws of the
State of Maryland, and MANNING & NAPIER ADVISORS, INC. (the "Advisors".)
WITNESSETH:
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as
follows:
1. In General
The Advisor agrees, all as more fully set forth herein, to act as
managerial investment advisor to the Fund with respect to the investment of
its assets and to supervise and arrange the purchase and sale of securities
held in each portfolio or the Fund and generally administer the affairs of the
Fund.
2. Duties and Obligations of the Advisor
with respect to Management of the Fund
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Directors of the Fund, the
Advisor shall:
(i) Decide what securities shall be purchases or sold by each
portfolio of the Fund and when; and
(ii) Arrange for the purchase and the sale of securities held in each
portfolio of the Fund by placing purchase and sale orders for the
Fund.
(b) Any investment purchases or sales made by the Advisor shall at
all times conform to, and be in accordance with, any requirements imposed by:
(1) the provisions of the Investment Company Act of 1940 (the "Act") and of
any rules or regulations in force thereunder; (2) any other applicable
provisions of law; (3) the provisions of the Articles of Incorporation and
By-Laws of the Fund as amended from time to time; (4) any policies and
determinations of the Board of Directors of the Fund; and (5) the fundamental
policies of the Fund, as reflected in its registration statement under the
Act, or as amended by the shareholders of the Fund.
(c) The Advisor shall also administer the affairs of the fund and, in
connection therewith, shall be responsible for (i) maintaining the Fund's
books and records (other than financial or accounting books and records or
those maintained by the Fund's custodian, transfer agent or accounting
services agent); (ii) overseeing the Fund's insurance relationships; (iii)
preparing for the Fund (or assisting counsel and/or auditors in the
preparation of) all required tax returns, proxy statements and reports to the
Securities and Exchange Commission and any other governmental agency (the Fund
agreeing to supply or to cause to be supplied to the Advisors all necessary
financial and other information in connection with the foregoing); (iv)
preparing such applications and reports as may be necessary to register or
maintain the Fund's registration and/or the registration of its shares under
the securities or "blue-sky" laws of the various states (the Fund agreeing to
pay all filing fees or other similar fees in connection therewith); (v)
responding to all inquiries or other communications of shareholders, if any,
which are directed to the Advisor, or, if any such inquiry or communication is
more properly to be responded to by the Fund's transfer agent, custodian or
accounting services agent, including the negotiation of agreements in relation
thereto and the supervision of the performance of such agreements; and (vii)
authorizing and directing any of the Advisors' directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected. All services to be furnished by
the Advisor under this agreement may be furnished through the medium of any
such directors, officers and employees of the Advisor.
<PAGE 2>
(d) The Advisor shall give the Fund the benefit of its best judgment
and effort in rendering services hereunder, but the Advisor shall not be
liable for any loss sustained by reason of the purchase, sale, or retention of
any security, whether or not such purchase, sale or retention shall have been
based upon its own investigation and research or upon investigation and
research made by any other individual, firm or corporation, of such purchase,
sale or retention shall have been made and such other individual, firm or
corporation shall, have been selected in good faith. Nothing herein contained
shall, however, be construed to protect the Advisor against any liability to
the Fund or its security holders by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement.
(e) Nothing in this Agreement shall prevent the Advisor or any
affiliated person (as defined in the Act) of the Advisor from acting as
investment advisor or manager and/or principal underwriter for any other
person, firm, or corporation and shall not in any way limit or restrict the
Advisor or any such affiliated person from buying, selling or trading any
securities or hedging instruments for its or their own accounts or for the
accounts of others from whom it or they may be acting, provided, however, that
in its judgment, will adversely affect the performance of its obligations to
the Fund under this Agreement. The Fund agrees that the words "Manning &
Napier" in its name is derived from the name of the Advisor and is property of
the Advisor for copyright and all other purposes and that therefore such word
may be freely used by the Advisor as to other investment companies or other
investment products. The Fund further agrees that, in the event that the
Advisor ceases to be the Fund's investment advisor for any reason, the Fund
will (unless the Advisor otherwise consents in writing) promptly take all
necessary steps to change its name to a name not including the words "Manning
& Napier".
(f) It is agreed that the Advisor shall have no responsibility or
liability for the accuracy or completeness of the Fund's Registration
Statement under the Act or the Securities Act of 1933 except for
information supplied by the Advisor for inclusion therein. The fund agrees
to indemnify the Advisor to the full extent permitted by the Fund's Articles
of Incorporation.
3 Broker-Dealer Relationships
The Advisor is responsible for decisions to buy and sell securities
for the Fund, broker - dealer selection, and negotiation of brokerage
commission rates. The Advisor's primary consideration in effecting a
securities transaction will be execution at the best available securities
price. The Fund understands that a substantial amount of its portfolio
transactions may be transacted with primary market makers acting as
principle on a net basis, with no brokerage commission being paid by the
Fund. Such principal transactions may, however, result in a profit to market
makers. In certain instance the Advisor may make purchases of underwritten
issues for the Fund at prices which include underwriting fees. In selecting
a broker-dealer to execute each particular transaction, the Advisor will take
the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer;
the size of and difficulty in executing the order, and the value of
the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of
the portfolio execution services offered. Subject to such policies as the
Board of Directors of the Fund may determine, the Advisor shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay
a broker or dealer that provides brokerage or research services to the
Advisor an amount of commission for effecting a portfolio transaction in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Advisor determined in good
faith that such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Advisor's overall
responsibilities with respect to the Fund. The Advisor is further authorized
to allocate the orders placed by it on behalf of the Fund to such brokers or
dealers who also provide research or statistical material, or other services,
to the Fund, the Advisor, or any affiliate of either. Such allocation
shall be in such amounts and proportions as the Advisor shall determine,
and the Advisor shall report in such allocations regularly to the Fund,
indicating the broker dealers to whom such allocations have been made and
the basis therefore. In this Agreement, the term "broker" and
"broker-dealer" shall include futures commissions merchants.
<PAGE 3>
4 Allocation of Expenses
The Advisor agrees that it will furnish the Fund, at the Advisor's
expense, with all office space and facilities, and equipment and clerical
personnel necessary for carrying out its duties under this Agreement. The
Advisor will also pay all compensation of all Directors, officers and
employees of the Fund who are affiliated persons of the Advisor. All costs
and expenses not expressly assumed by the Advisor under this Agreement shall
be paid by the Fund including but not limited to (i) interest and taxes; (ii)
brokerage commissions; (iii) insurance premiums; (iv) compensation and
expenses to its directors other than those affiliated with the Advisor; (v)
legal and audit expenses; (vi) fees and expenses of the Fund's custodian,
shareholder servicing or transfer agent and accounting services agent; (vii)
expense incident to the issuance of its shares or the payment of, or
reinvestment of dividends; (viii) fees and expenses incident to the
registration under Federal or State securities laws of the Fund or its shares;
(ix) expenses of preparing, printing and mailing reports and notices and proxy
materials to shareholders of the Fund (x) all other expenses incidental to
holding meetings of the Fund's shareholders; (xi) dues or assessments of or
contributions to the Investment Company Institute or any successor; and (xii)
such non-recurring expenses as may arise, including litigation affecting the
Fund and legal obligations which the Fund may have to indemnify its officers
and Directors with respect thereto.
5 Compensation of the Advisor
(a) The Fund agrees to pay the Advisor and the Advisor agrees to accept
as full compensation for all services rendered by the Advisor
hereunder, an annual management fee payable monthly and computed in the net
asset value of the Fund as of the close of business each business day at the
annual rates included in Schedule A to this Agreement
In the event the expenses of the Fund (including the fees of the
Advisor and amortization of organization expenses but including interest,
taxes, brokerage commissions, extraordinary expenses and sales charges
and distribution fees) for any fiscal year exceed the limits set by
applicable regulations of state securities commissions, the Advisor will
reduce its fee by the amount of such excess. Any such reductions are subject
to readjustment during the year. The payment of the management fee at the
end of any month will be reduced pr postponed or, if necessary, a refund
will be made to the Fund so that at no time will there be any accrued but
unpaid liability under this expense limitation.
6. Duration and Termination
(a) This Agreement shall go into effect on the date set forth above
and shall, unless terminated as hereinafter provided, continue in effect until
the first meeting of the Fund's shareholders and if approved at the meeting,
thereafter from year to year, but only so long as such continuance is
specifically approved at least annually by the Fund's Board of Directors who
are not parties to this Agreement or "interested persons" (as defined
in the Act) of any such party cast in persons at a meeting called for the
purpose of voting of such approval, or by the vote of the holders of a
"majority" (as so defined) of the outstanding voting securities of the Fund
and by such a vote of the Directors.
(b) This Agreement may be terminated by the Advisor at any time without
penalty upon giving the Fund sixty (60) days' written notice (which notice may
be waived by the Fund) and may be terminated by the Fund at any time without
penalty upon giving the Advisor sixty (60) days' written notice (which notice
may be waived by the Advisor), provided that such termination by the Fund
shall be directed or approved by the vote of the holders of a majority (as
defined in the Act) of the voting securities of the Fund at the time
outstanding and entitled to vote. This agreement shall automatically
terminate in the event of this assignment (as so defined).
<PAGE 4>
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all of the day and year first above written.
MANNING & NAPIER FUND, INC.
By /s/ William Manning
William Manning, President
ATTEST
/s/ Fonda Herrick
Fonda Herrick
MANNING & NAPIER ADVISORS INC.
By /s/ B. Reuben Auspitz
B. Reuben Auspitz, Executive Vice President
ATTEST
/s/ Brenda F. Watkins
Brenda F. Watkins
<PAGE 5>
Schedule A
FEE SCHEDULE
The Fund agrees to pay the Advisor as full compensation for all services
rendered by the Advisor hereunder, an annual management fee payable monthly
and computed on the net asset value of the Fund as of the close of business
each day at the annual rates listed below:
A. For the Small Cap Series, the Economic Sector Series, the Energy Series,
Technology Series, Commodity Series, Financial Services Series, International
Series, Contrarian Series, Life Sciences Series, the Global Fixed Income, the
Blended Asset Series I and the Blended Asset Series II, the Fund will pay the
Advisor an annual management fee payable monthly and computed on the net asset
value of the Fund as of the close of business each business day at the annual
rate of 1% of such net asset value.
B. The fund will pay the Advisor an annual management fee payable monthly
and computed on the net asset value of the Fund as of the close of business
each business day at the annual rate of .35% for the Flexible Yield Series
I of such net asset value; (ii) .45% for the Flexible Yield Series II of such
net asset value; and (iii) .50% for the Flexible Yield Series III of such
net asset value.
<PAGE 6>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series or the Fund. The Fund has created
three additional Series: the New York Tax Exempt Series, Ohio Tax Exempt
Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
New York Tax Exempt Series .50%
Ohio Tax Exempt Series .50%
Diversified Tax Exempt Series .50%
The parties below have executed this Agreement as of September 23, 1993.
MANNING & NAPIER FUND, INC.
By: /s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
By: /s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE 7>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Tax Managed Series
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series of the Fund. The Fund has created the
Tax Managed Series, Blended Assets Defensive Series and the Blended Assets
Growth Plus Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
Tax Managed Series 1.00%
Blended Assets Defensive Series .80%
Blended Assets Growth Plus Series 1.00%
The parties below have executed this Agreement as of July 20, 1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE 8>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
World Opportunities Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series of the Fund. The Fund has created one
additional Series: World Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
World Opportunities Fund 1.00%
The parties below have executed this Agreement as of December 12,1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
MANNING & NAPIER FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of the 25th day of September, 1997 by and
between Manning & Napier Fund, Inc., a Maryland corporation (the "Fund"), and
Manning & Napier Investor Services, Inc., a New York corporation (the
"Broker").
R E C I T A L S
WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Broker is registered as a broker dealer under the Securities
Exchange Act of 1934, as amended; and
WHEREAS, the Fund and the Broker desire to enter an agreement to provide
distribution services for the common stock shares of the Fund's Series
(collectively, the "Series Shares") listed on Schedule A hereto, on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints the Broker as Distributor of
the Series Shares for the period and on the terms set forth in this Agreement.
The Broker accepts such appointment and agrees to render the services herein
set forth.
2. Duties as Distributor. The Broker shall give the Fund the benefit of
its best judgment, efforts and facilities in rendering its services as
Distributor. The Broker will act as Distributor subject to the supervision of
the Fund's Board of Directors and the following understanding: (I) nothing
herein contained shall be deemed to relieve or deprive the Board of Directors
of the Fund of its responsibility for and control of the conduct of the Fund's
affairs; and (ii) in all matters relating to the performance of this
Agreement, the Broker will act in conformity with the Articles, By-laws and
Prospectus and SAI of the Fund and with the instructions and directions of the
Fund's Board of Directors and will conform
to and comply with the requirements of the 1940 Act and all other applicable
Federal or state laws and regulations. In carrying out its obligations
hereunder, the Broker shall:
(a) receive orders for the purchase of the Series Shares, accept or
reject such orders on behalf of the Fund in accordance with the Fund's
currently effective Prospectus and SAI and transmit such orders as are so
accepted to the Fund's or its transfer agent as promptly as possible;
(b) receive requests for redemption from holders of the Portfolio Shares
and transmit such redemption requests to the Fund's or its transfer agent as
promptly as possible; and
respond to inquiries from the holders of the Series Shares concerning
the status of their accounts with the Fund.
3. Distribution of Series Shares. The Broker shall be exclusive
distributor of the Series Shares. It is mutually understood and agreed that
the Broker does not undertake to sell all or any specific portion of Series
Shares. The Fund shall not sell any of its Series Shares except through the
Broker. Notwithstanding the provisions of the foregoing sentence:
(a) the Fund may issue its Series Shares at their net asset value to any
shareholder of the Fund purchasing such shares with dividends or other cash
distributions received from the Fund pursuant to an offer made to all
shareholders of the Series Shares;
<PAGE>
(b) the Broker may, and when requested by the Fund shall, suspend its
efforts to effectuate sales of the Series Shares at any time when in the
opinion of the Broker or of the Fund no sales should be made because of market
or other economic considerations or abnormal circumstances of any kind;
(c) the Fund may withdraw the offering of the Series Shares: (I) at any
time with the consent of the Broker, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction; and
(d) the price at which the Series Shares may be sold (the "offering
price") shall be the net asset value per share, which shall be determined in
the manner established from time to time by the Fund's Board of Directors and
as set forth in the Fund's then current Prospectus and SAI.
4. Control by Board of Directors. Any distribution activities
undertaken by the Broker pursuant to this Agreement, as well as any other
activities undertaken by the Broker on behalf of the Fund pursuant thereto,
shall at all times be subject to any applicable directives of the Board of
Directors of the Fund.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Broker shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
(b) the provisions of the Registration Statement of the Fund under the
Securities Act of 1933 and the 1940 Act;
(c) the provisions of the Articles of the Fund;
(d) the provisions of the By-laws of the Fund;
(e) the rules and regulations of the National Association of Securities
Dealers, Inc. ("NASD") and all other self-regulatory organizations applicable
to the sale of investment company shares; and
(f) any other applicable provisions of state and Federal law.
6. Expenses. The expenses connected with the Series shares shall be
allocable between the Fund and the Broker as follows:
(a) The Broker shall furnish, at its expense and without cost to the
Fund, the services of personnel to the extent that such services are required
to carry out its obligations under this Agreement.
(b) The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund (other than those expressly assumed by the Fund's investment
advisor and sub-advisor), including, without limitation: the fees of the Funds
investment advisor; any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities and other property, and any
transfer, divided or accounting agent or agents appointed by the Fund; brokers
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party; all taxes, including securities
issuance and transfer taxes, and fees payable by the Fund to Federal, state or
other governmental agencies; the costs and expenses of engraving or printing
of certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the Fund
and its shares with the SEC and various states and other jurisdictions
(including filing fees, legal fees and disbursements of counsel); the costs
and expenses of printing, including typesetting, and distributing Prospectuses
and SAI of the Fund and supplements thereto to the Funds shareholders; all
expenses of shareholders and directors meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of directors or director members of any advisory board or committee;
all expenses incident to the payment of any dividend, distribution, withdraw
or redemption, whether in shares or in cash; charges and expenses of any
outside services used for pricing of the Funds shares; fees and expense of
legal counsel and of independent accountants, in connection with any matter
relating to the fund; membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or
personnel (including officers and directors) of the Fund which insure to its
benefit; extraordinary expenses (including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification related thereto);
and all other charges and costs of the Funds operation unless otherwise
explicitly provided herein.
<PAGE>
7. Delegation of Responsibilities. The Broker may, but shall not be
under any duty to, perform services on behalf of the Fund which are not
required by this Agreement upon the request of the Fund's Board of Directors.
Such services will be performed on behalf of the Fund and the Broker's charge
in rendering such services may be billed monthly to the Fund. Payment or
assumption by the Broker of any Fund expense that the Broker is not required
to pay or assume under this Agreement shall not relieve the Broker of any of
its obligations to the Fund nor obligate the Broker to pay or assume any
similar Fund expenses on any subsequent occasions.
8. Compensation. The Broker shall receive from the Fund:
(1) all distribution and service fees, as applicable, at the rate and
under the terms and conditions set forth in each Distribution Plan
(collectively, Plans) adopted by the appropriate class of Series
Shares, as such Plans may be amended from time to time, and subject
to any further limitations on such fees as the Board of Directors may
impose;
(2) all deferred sales charges (DSCs), if any, applied on redemptions
of the applicable class(es) of Series Shares on the terms and
subject to such waivers as are described in the Funds Registration
Statement and current prospectuses, as amended from time to time, or
as otherwise required pursuant to applicable law; and
(3) all front-end sales charges, if any, on purchases of the
applicable Series Shares sold subject to such charges as described in
the Funds Registration Statement and current prospectuses, as amended
from time to time. The Broker, or brokers, dealers and other
financial institutions and intermediaries that have entered into
sub-distribution or dealer agreements with the Distributor, may
collect the gross proceeds derived from the sale of such class(es) of
Shares, remit the net asset value thereof to the fund upon
receipt of the proceeds and retain the applicable sales charge.
The Broker may reallow any or all of the distribution or service fee,
contingent deferred sales charges and front-end sales charges which it is paid
by the fund to such brokers, dealers and other financial institutions and
intermediaries as the Broker may from time to time determine.
9. Non-Exclusivity. The services of the Broker to the Fund are not to
be deemed to be exclusive, and the Broker shall be free to render distribution
or other services to others (including other investment companies) and to
engage in other activities. It is understood and agreed that officers or
directors of the Broker may serve as officers or directors of the Fund, and
that officers or directors of the Fund may serve as officers or directors of
the Broker to the extent permitted by law; and that the officers and directors
of the Broker are not prohibited from engaging in any other business activity
or from rendering services to any other person, or from serving as partners,
officers, trustees or directors of any other firm, trust or corporation,
including other investment companies.
10. Term. This Agreement shall become effective at the close of
business on the date hereof and shall continue in force and effect, subject to
Section 12 hereof, for two years from the date hereof.
11. Renewal. Following the expiration of its initial two-year term,
this Agreement shall continue in force and effect from year to year, provided
that such continuance is specifically approved at least annually:
(a)(I) by the Fund's Board of Directors or (ii) by the vote of a majority
of the outstanding voting securities of the Series Shares (as defined in
Section 2(a)(42) of the 1940 Act, and
(b) by the affirmative vote of a majority of the directors who are not
parties to this Agreement or "interested persons" (as defined by the 1940 Act)
of any such party and have no direct or indirect financial interest in the
operation of this Agreement or any agreement related to this Agreement, by
votes cast in person at a meeting specifically called for the purpose of
voting on such approval.
<PAGE>
Notwithstanding any provision of this paragraph to the contrary, if the
holders of any one series of the Series Shares of the Fund fail to approve
this Agreement, the Broker may continue to serve as distributor to the other
Series Shares of the Fund whose holders approved this Agreement and, in the
manner and to the extent permitted by the 1940 Act, to the series of Series
Shares of the Fund which did not approve this Agreement.
12. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Fund's Board of Directors or by
vote of a majority of the members of the Board of Directors of the Fund who
are not "interested persons" of the Fund and have no direct or indirect
financial interest in the operation of this Agreement or in any agreement
related to this Agreement, by vote of a majority of the Series Shares of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the
1940 Act), or by the Broker, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by either party. This
Agreement shall automatically terminate in the event of its assignment, the
term "assignment" having the meaning defined in Section 2(a)(4) of the 1940
Act.
13. Amendments. This Agreement may be amended by the parties hereto
only if such amendment is specifically approved (I) by the Board of Directors
of the Fund or by the vote of a majority of outstanding voting securities of
the Series Shares, and (ii) by a majority of those directors who are not
parties to this Agreement or "interested persons" of any such party, which
vote must be cast in person at a meeting called for the purpose of voting on
such approval.
14. Liability of the Distributor. In the performance of its duties
hereunder, the Broker shall be obligated to exercise care and diligence and to
act in good faith and to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under this Agreement, but the
Broker shall not be liable for any act or omission which loss does not
constitute willful misfeasance, bad faith or gross negligence on the part of
the Broker or reckless disregard by the Broker of its duties under this
Agreement.
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Fund for this purpose and that of the Broker shall be 1100 Chase Square,
Rochester, New York 14604.
16. Questions of Interpretation. This Agreement shall be implemented
and continued in a manner consistent with the provisions of the 1940 Act. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act,
shall be resolved by reference to such term or provision of the 1940 Act and
to interpretations thereof, if any, by the United States Courts or, in the
absence of any controlling decision of any such court, by rules, regulations
or orders of the SEC issued pursuant to said Act. In addition, where the
effect of a requirement of the 1940 reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
MANNING & NAPIER FUND, INC.
By:/s/ William Manning
William Manning, President
MANNING & NAPIER INVESTOR SERVICES, INC.
By:/s/ B. Reuben Ausptiz
B. Reuben Auspitz, President
<PAGE>
SCHEDULE A
NAME OF SERIES
Small Cap Series
Maximum Horizon Series
Energy Series
Technology Series
Defensive Series
Financial Services Series
International Series
Tax Managed Series
Life Science Series
Global Fixed Income Series
Blended Asset Series I
Blended Asset Series II
Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
World Opportunities Series
<PAGE>
CUSTODY AGREEMENT
AGREEMENT dated as of April 3, 1992, between MANNING & NAPIER FUND, INC.,
a Maryland corporation (the "Fund"), having its principal office and place of
business at One Lincoln First Square, Suite 1100, Rochester, NY 14604 and
BOSTON SAFE DEPOSIT AND TRUST COMPANY (the " Custodian"), a Massachusetts
trust company with its principal place of business at One Boston Place,
Boston, Massachusetts 02108.
WITNESSETH
That for and in consideration of the mutual promises hereinafter set forth,
the Fund and the Custodian agree as follows:
1. Definitions
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Authorized Person" shall be deemed to include the persons duly
authorized by the Board of Directors of the Fund to give Oral
Instructions and Written Instructions on behalf of the Fund and
listed in the certification annexed hereto as Appendix A or such
other certification as may be received by the Custodian from time
to time.
(b) "Book-Entry System" shall mean the Federal Reserve/ Treasury
book-entry system for United States and federal agency Securities,
its successor or successors and its nominee or nominees.
(c) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to
be given to the Custodian, which is actually received by the
Custodian and signed on behalf of the Fund by any two Authorized
Persons or any two officers thereof.
(d)"Depository" shall mean The Depository Fund Company ("DTC"), a
clearing agency registered with the Securities and Exchange
Commission under Sections 17(a) of the Securities Exchange Act of
1934 as amended, its successor or successors and its nominee or
nominees, in which the Custodian is hereby specifically authorized
to make deposits. The term "Depository" shall further mean and
include any other person to be named in a Certificate authorized
to act as a depository under the 1940 Act, its successor or
successors and its nominee or nominees.
(e) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest
and principle by the Government of the United States or agencies
or instrumentalities thereof, commercial paper bank certificates
of deposit, bankers' acceptances and short term corporate
obligations, where the purchase or sale of such securities
normally requires settlement in federal Funds on the same day as
such purchase or sale, and repurchase and reverse repurchase
agreements with respect to any of the foregoing types of
securities.
(f) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from a person reasonably believed by
the Custodian to be an Authorized Person.
(g) "Prospectus" shall mean the Fund's current prospectus and
statement of additional information relating to the registration
of the Fund's Shares under the Securities Act of 1933, as amended.
(h) "Shares" refers to shares of Common Stock, par value $0.01 per
share of the Fund.
<PAGE>
(i) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness,
and other securities, commodities interest and investments from
time to time owned by the Fund.
(j) "Transfer Agent" shall mean the person which performs as the
transfer agent, dividend disbursing agent and shareholder
servicing agent functions for the Fund,
(k) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system whereby the
receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity
of the sender of such communication.
(l) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to
time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and monies at the time owned by or in the
possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set
forth in the Fee Schedule annexed hereto as Schedule A and
incorporated herein. Such Fee Schedule does not include
out-of-pocket disbursements of the Custodian for which the
Custodian shall be entitled to bill separately. Out-of-Pocket
disbursements shall include, but shall not be limited to, the
items specified in the Schedule of Out-of-Pocket charges
annexed hereto as Schedule B and incorporated herein, which
schedule may be modified by the Custodian upon not less than
thirty days prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Person or authorized
representative of each party hereto.
(c) The Custodian will bill the Fund as soon a practicable after the
end of each calendar month, and said billings will be detailed in
accordance with the Fee Schedule for the Fund. The Fund will
promptly pay to the Custodian the amount of such billing.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets. The Fund will deliver or cause to
be delivered to the Custodian all Securities and monies owned by
it at any time during the period of this Agreement. The Custodian
will not be responsible for such Securities and monies until
actually received by it. The Fund shall instruct the Custodian
from time to time in its sole discretion, by means of Written
Instructions, or, in connection with the purchase or sale of Money
Market Securities, by means of Oral Instructions or Written
Instructions, as to the manner in which and in what amounts
Securities and monies are to be deposited on behalf of the Fund in
the Book-Entry System or the Depository; provided, however, that
prior to the deposit of Securities of the Fund in the Book-entry
System or the Depository, including a deposit in connection
with the settlement of a purchase or sale, the Custodian shall
have received a Certificate specifically approving such deposits
by the Custodian in the Book-Entry System or the Depository.
Securities and monies of the Fund deposited in the Book-Entry
System or the Depository will be represented in accounts which
include only assets held by the Custodian for customers, including
but not limited to accounts which the Custodian acts in a fiduciary
or representative capacity.
<PAGE>
(b) Accounts and Disbursements. The Custodian shall establish an
maintain a separate account for a the Fund and shall credit to the
separate account all monies received by it for the account of such
Fund and shall disburse the same only:
1. In payment for Securities purchased for the Fund, as
provided in Section 5 hereof;
2. In Payment of dividends or distributions with respect to
the Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with respect
to the Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the Fund,
as provided in Section 8 hereof;
5. Pursuant to Written Instructions, or with respect to Money
Market Securities, Oral Instructions or Written
Instructions, setting forth the name and address of the
person to whom the payment is to be made, the amount to be
paid and the purpose for which payment is to be made; or
6. In payment of fees and in reimbursement of the expenses
and liabilities of the Custodian attributable to the
Fund as provided in Section 11(h) hereof.
(c) Confirmation and Statements. Promptly after the close of business
on each day, the Custodian shall furnish the Fund with
confirmations and a summary of all transfers to or from the account
of the Fund during said day. Where securities purchased by the
Fund are in a Fundable bulk of securities registered in the name
of the Custodian (or its nominee) or shown on the Custodian's
account on the books of the Depository or the Book-Entry System,
the Custodian shall by book entry or otherwise identify the
quantity of those securities belonging to the Fund. At least
daily, the Custodian shall furnish the Fund with a detailed
statement of the Securities and monies held for the Fund under
this Agreement as may be agreed to by the parties from time to
time.
(d) Registration of Securities and Physical Separation. All
Securities held for the Fund which are issued or issuable only in
bearer form, except such Securities as are held in the Book-Entry
System, shall be held by the Custodian in that form; all other
Securities held for the Fund may be registered in the name of the
Fund, in the name of any duly appointed registered nominee of the
Custodian as the Custodian may from time to time determine, or in
the name of the Book-Entry system or the Depository or their
successor or successors, or their nominee or nominees. The Fund
reserves the right to instruct the Custodian as to the method of
registration and safekeeping of the Securities. The Fund agrees
to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry system of the Depository, any Securities which it
may hold for the account of the Fund and which may from time to
time be registered in the name of the Fund. The Custodian shall
hold all such Securities specifically allocated to the Fund which
are not held in the Book-Entry System or the Depository in a
separate account for the Fund in the name of the Fund physically
segregated at all times from those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction the
Custodian will establish segregated accounts on behalf of the Fund
to hold liquid or other assets as it shall be directed by a Written
Instruction and shall increase or decrease the assets in such
Segregated Accounts only as it shall be directed by subsequent
Written Instruction.
<PAGE>
(f) Collection of Income and Other Matters Affecting Securities. Unless
otherwise instructed to the contrary by a Written Instruction, the
Custodian by itself, or through the use of the Book-Entry System or
the Depository with respect to Securities therein deposited, shall
with respect to all Securities held for the Fund in accordance with
this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired,
or otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Fund for
monitoring or ascertaining any call, redemption or retirement
dates with respect to put bonds which are owned by the Fund and
held by the Custodian or its nominees. Nor shall the Custodian
have any responsibility or liability to the Fund for any loss
by the Fund for any missed payments or other defaults resulting
therefrom; unless the Custodian received timely notification
from the Fund specifying the time, place an manner for the
presentment of any such put bond owned by the Fund and held by
the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the
accuracy or completeness of any notification the Custodian my
furnish to the Fund with respect to put bonds;
3. Surrender Securities in temporary form for definitive Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar Securities issued
with respect to any Securities held by the Custodian hereunder
for the Fund.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of
a Written Instruction and not otherwise, except for subparagraphs
5, 6, 7, and 8 which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the
Book-Entry System or the Depository shall;
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions,
proxies, consents, authorizations and any other instruments
whereby the authority of the Fund as owner of any Securities
may be exercised;
2. Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid
in connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation,
or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for
the Fund to any protective committee, reorganization committee
or other person in connection with the reorganization,
refinancing, merger, consolidation or recapitalization or sale
of assets of any corporation, and receive and hold under the
terms of this Agreement in the separate account or other
instruments or documents as my be issued to it to evidence such
delivery;
4. Make or cause to be made such transfers or exchanges
of the assets specifically allocated to the separate account of
the Fund and take such other steps as shall be stated in
Written Instructions to be for the purpose of effectuating
any duly authorized plan of liquidation, reorganization,
merger consolidation or recapitalization of the Fund;
<PAGE>
5. Deliver Securities upon the sale of such Securities for the
account of the Fund pursuant to Section 5;
6. Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such
Securities entered into by the Fund;
7. Deliver Securities owned by the Fund to the issuer thereof or
its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such
case the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement dates with
respect to the put bonds which are owned by the Fund and held
by the Custodian or its nominee. Nor shall the Custodian have
any responsibility or liability to the Fund for any loss by the
Fund for any missed payment of other default resulting
therefrom; unless the Custodian received timely notification
from the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and held by
the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the
accuracy or completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds;
8. Deliver Securities for delivery in connection with any loans of
securities made by the Fund but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and Fund which may be in the form of cash or obligations issued
by the United States government, its agencies or
instrumentalities;
9. Deliver Securities for delivery as security in connection with
any borrowings by the Fund requiring a pledge of Fund assets,
but only against receipt of amounts borrowed;
10. Deliver Securities upon receipt of Written Instructions
from the Fund for delivery to the Transfer Agent or to the
holders of Shares in connection with distributions in kind, as
may be described from time to time in the Fund's Prospectus,
in satisfaction of requests by holders of Shares for repurchase
or redemption;
11. Deliver Securities as collateral in connection with short sales
by the Fund of common stocks for which the Fund owns the stock
or owns preferred stocks or debt securities convertible or
exchangeable, without payment or further consideration, into
shares of the common stock sold short;
12. Deliver Securities for any purpose expressly permitted by and
in accordance with procedures described in the Fund's
Prospectus; and
13. Deliver Securities for any other proper business purpose,
but only upon receipt of, in addition to Written Instructions,
a certified copy of a resolution of the Board of Directors
signed by an Authorized Person and certified by the Secretary
of the Fund, specifying the Securities to be delivered, setting
forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper business purpose, and
naming the person or persons to whom delivery of such Securities
shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is hereby
authorized to endorse and collect all checks, drafts, or other
orders for the payment of money received by the Custodian for the
account of the Fund.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the Fund,
the Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities,
a Written Instruction, and (ii) with respect to each purchase
of Money Market Securities, either a Written Instruction or an
Oral Instruction, in either case specifying with respect to each
purchase: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or the principle amount
purchased and accrued interest, if any; (3) the date of purchase
and settlement; (4) the purchase price per unit; (5) the total
amount payable upon such purchase; (6) the name of the person from
whom or the broker through whom the purchase was made, if
any; (7) whether or not such purchase is to be settled through the
Book-Entry System or the Depository; and (8) whether the
Securities purchased are to be deposited in the Book-Entry System
or the Depository. The Custodian shall receive the Securities
purchased by or for the Fund and upon receipt of Securities
shall pay out of the monies held for the account of the Fund the
total amount payable upon such purchase, provided that the same
conforms to the total amount payable as set forth in such
Written or Oral Instructions.
<PAGE>
(b) Promptly after each sale of Securities of the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities which are
not Money Market Securities, a Written Instruction, and (ii) with
respect to each sale of Money Market Securities, either a Written
Instruction or an Oral Instruction, in either case specifying with
respect to each purchase: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principle amount sold
and accrued interest, if any; (3) the date of sale; (4) the sale
price per unit; (5) the total amount payable to the Fund upon such
sale; (6) the name of the broker through whom or the person to whom
the sale was made; and (7) whether or not such sale is to be settled
through the Book-Entry System or the Depository. The Custodian shall
deliver or cause to be delivered the Securities to the broker of
other person designated by the Fund upon receipt of the total amount
payable to the Fund upon such sale, provided that the same conforms
to the total amount payable to the Fund as set forth in such Written
or Oral Instruction. Subject to the foregoing, the Custodian may
accept payment in such form as shall be satisfactory to it, and may
deliver Securities and arrange for payment in accordance with the
customs prevailing among dealers in Securities.
6. Lending of Securities.
If the Fund is permitted, and as disclosed in its Prospectus, to lend
Securities, within 24 hours after each loan of Securities, the Fund shall
deliver to the Custodian a Written Instruction specifying with respect to such
loan: (a) the names of the issuer and the title of the Securities; (b) the
number of shares or the principle amount loaned; (c) the date of loan and
delivery; (d) the total amount to be delivered to the Custodian, and
specifically allocated against the loan of the Securities, including the
amount of cash collateral and the premium, if any, separately identified; (e)
the name of the broker, dealer or financial institution to which the loan was
made; and (f) whether the Securities loaned are to be delivered through the
Book-Entry System or the Depository.
Promptly after each termination of a loan of Securities, the Fund shall
deliver to the Custodian a Written Instruction specifying with respect to each
loan termination and return of Securities; (a) the name of the issuer and the
title of the Securities to be returned; (b) the number of shares or the
principle amount to be returned; (c) the date of termination; (d) the total
amount to be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in said Written
Instructions); (e) the name of the broker, dealer, or financial institution
from which such Securities will be returned; and (f) whether such return is to
be effected through the Book-Entry System or the Depository. The Custodian
shall receive all Securities returned from the broker, dealer or financial
institution to which such Securities were loaned and upon receipt thereof
shall pay the total amount payable upon such return of Securities as set forth
in the Written Instructions. Securities returned to the Custodian shall be
held as they were prior to such loan.
7. Payment of Dividends and Distributions.
(a) The Fund shall furnish to the Custodian the vote of the Board of
Directors of the Fund certified by the Secretary (i) authorizing the
declaration of distributions on a specified periodic basis and authorizing the
Custodian to rely on Oral or Written Instructions specifying the date of
the declaration of such distribution, the date of payment thereof, the record
date as of which shareholders entitled to payment shall be determined, the
amount payable per share to the shareholders of record as of the record
date and the total amount payable to the Transfer Agent on the payment
date, or (ii) setting forth the date of declaration of any distribution by
the Fund, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable
per share to the shareholders of record as of the record date and the
total amount payable to the Transfer Agent on the payment date.
<PAGE>
(b) Upon the payment date specified in such vote, Oral Instructions,
or Written Instructions, as the case may be, the Custodian shall pay out the
total amount payable to the Transfer Agent of the Fund.
8. Sale and Redemption of Shares of the Fund.
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver
or cause to be delivered to the Custodian a Written Instruction duly
specifying:
1. The name of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian for the sale of
such Shares.
The Custodian understand and agrees that Written Instructions may be furnished
subsequent to the purchase of Shares and that the information contained
therein will be derived from the sales of Shares as reported to the Fund by
the Transfer Agent.
(b) Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of the Sections 8, the Custodian shall pay all original issue or
other taxes required to be paid in connection with such issuance upon receipt
of a Written Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed,
the Fund shall cause the Transfer Agent to promptly furnish to the Custodian
Written Instructions, specifying:
1. The number of Shares Redeemed; and
2. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information contained in such
Written Instructions will be derived from the redemption of Shares as reported
to the Fund by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth
the number of Shares received by the Transfer Agent for redemption, and that
such Shares are valid and in good form for redemption, the Custodian shall
make payment to the Transfer Agent of the total amount specified in a
Written Instruction issued pursuant to paragraph (d) of this Section 8.
(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by
the Fund, the Custodian, unless otherwise instructed by a
Written Instruction shall, upon receipt of advice from the
Fund or its agent stating that the redemption is in good form
for redemption in accordance with the check redemption
procedure, honor the check presented as part of such check
redemption privilege out of the monies specifically allocated
to the Fund in such advice for such purpose.
<PAGE>
9. Indebtedness.
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for temporary
administrative or emergency purposes using Securities as collateral for
such borrowings, a notice or undertaking in the form currently employed by
any such bank setting forth the amount which such bank will loan to the
Fund against delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian Written Instructions stating with
respect to each such borrowing: (1) the name of the bank; (2) the amount
and terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund, or other
loan agreement; (3) the time and date, if known, on which the loan is to
be entered into (the "borrowing date"); (4) the date on which the loan
becomes due and payable; (5) the total amount payable to the Fund on the
borrowing date; (6) the market value including the name of the issuer,
the title and the number of shares or the principal amount of any
particular Securities; (7) whether the Custodian is to deliver such
collateral through the Book-Entry System or the Depository; and (8) a
statement that such loan is in conformance with the 1940 Act and the
Fund's Prospectus.
(b) Upon receipt of the Written Instruction referred to in
subparagraph (a) above, the Custodian shall deliver on the borrowing date the
specified collateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the loan payable, provided
that the same conforms to the total amount payable as set forth in the Written
Instruction. The Custodian may, at the option of the lending bank, keep
such collateral, in its possession, but such collateral shall be subject
to all rights therein given the lending bank by virtue of any promissory
note or loan agreement. The Custodian shall deliver as additional
collateral in the manner directed by the Fund from time to time such
Securities as may be specified in Written Instruction to collateralize
further any transaction described in this Section 9. The Fund shall
cause all Securities released from collateral status to be returned
directly to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the event
that the Fund fails to specify in Written Instruction all of the
information required by this Section 9, the Custodian shall not be under
any obligation to deliver any Securities. Collateral returned to the
Custodian shall be held under hereunder as it was prior to being used as
collateral.
10. Persons Having Access to Assets of the Fund
(a) No Director or agent of the Fund, and no officer, director,
employee or agent of the Fund's investment adviser, of any sub-investment
adviser of the Fund, or of the Fund's administrator, shall have physical
access to the assets of the Fund held by the Custodian or be authorized or
permitted to withdraw any investments of the Fund, nor shall the Custodian
deliver any assets of the Fund to any such person. No officer, director,
employee or agent of the Custodian who holds any similar position with the
Fund's investment advisor with any sub-investment advisor of the Fund or
with the Fund's administrator shall have access to the assets of the Fund.
(b) The individual employees of the Custodian duly authorized by the
Board of Directors of the Custodian to have access to the assets of the Fund
are listed in certification annexed hereto as Appendix B. The Custodian shall
advise the Fund of any change in the individuals authorized to have access
to the assets of the Fund by written notice to the Fund accompanied by a
certified copy of the authorizing resolution of the Custodians Board of
Directors approving such change.
(c) Nothing in this Section 10 shall prohibit any officer, employee
or agent of the Fund, or any officer director, employee or agent of the
investment adviser, of any sub-investment adviser of the Fund or of the Fund's
administrator, from giving Oral Instructions or Written Instructions
to the Custodian or executing a Certificate so long as it does not
result in delivery of or access to assets of the Fund prohibited by
paragraph (a) of this Section 10.
<PAGE>
11. Concerning the Custodian.
(a) Standard of Conduct. Except as otherwise provided herein, neither
the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to act
otherwise, except for any such loss or damage arising out of its own
negligence or willful misconduct. The Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or
opinion, the Custodian shall be liable to the Fund for any loss or
damage resulting from the use of the Book-Entry System or the
Depository arising by reason of any negligence, misfeasance or
misconduct on the part of the Custodian or any of its employees or
agents.
(b) Limit of Duties. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased by the Fund,
the legality of the purchase thereof, or the propriety of the amount paid
therefore;
2. The legality of the sale of any Securities by the Fund or the propriety of
the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the sufficiency of the
amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor;
5. The legality of the declaration or payment of any distribution of the Fund;
6. The legality of any borrowing for temporary or emergency administrative
purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether to not
represented by any check, draft, or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually receives and
collects such money directly or by the final crediting of the account
representing the Fund's interest in the Book-Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be under
any duty or obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent nor to take any action to effect the
payment or distribution by the Transfer Agent of any amount paid by
the Custodian to the Transfer Agent in accordance with this Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be
under any duty or obligations to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation, unless
and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with such action.
(f) Appointment of Agents and Sub-Custodians. The Custodian may
appoint one or more banking institutions, including but not limited to banking
institutions located in foreign countries, to act as Depository or
Depositories or as Sub-Custodian or as Sub-Custodians of
Securities and monies at any specified time owned by the Fund,
upon terms and conditions specified in a Certificate. The
Custodian shall use reasonable care in selecting a Depository
and/or Sub-Custodian located in a country other than the United
States ("Foreign Sub-Custodian"), and shall oversee the
maintenance of any Securities or moneys of the Fund by any Foreign
Sub-Custodian. In addition, the Custodian shall hold the Fund
harmless from and indemnify the Fund against, any loss that occurs
as a result of the failure of any foreign Sub-Custodian to
exercise reasonable care with respect to the safekeeping of
Securities and monies of the Fund.
<PAGE>
(g) No Duty to Ascertain Authority. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund are such as may properly be held by
the Fund under the provisions of the Prospectus.
(h) Compensation of the Custodian. The Custodian shall be entitled to
receive, and the Fund agrees to pay to the Custodian, such compensation as
may be agreed upon from time to time between the Custodian and
the Fund. The Custodian may charge against any monies held on
behalf of the Fund pursuant to this Agreement such compensation
and any expenses incurred by the Custodian in the performance of
its duties pursuant to the Agreement. The Custodian shall also
be entitled to charge against any money held on behalf of the
Fund pursuant to this Agreement the amount of any loss, damage,
liability or expense incurred with respect to the Fund, including
counsel fees, for which it shall be entitled to reimbursement
under the provisions of this Agreements.
The expenses which the Custodian may charge against such account include, but
are not limited to, the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling transactions outside of Boston, Massachusetts
or New York City, New York involving the purchase and sale of Securities.
(i) Reliance on Certificates and Instructions. The Custodian shall be
entitled to rely upon any Certificate, notice or other instrument in writing
received by the Custodian and reasonably believed by the Custodian to
be genuine and to be signed by two officers of the Fund. The
Custodian shall be entitled to rely upon any Written Instructions or
Oral Instructions actually received by the Custodian pursuant tot he
applicable Sections of the Agreement and reasonably believed by the
Custodian to be genuine and to given by an Authorized Person. The
Fund agrees to forward to the Custodian Written Instructions from an
Authorized Person confirming such Oral Instructions in such manner so
that such Written Instructions are received by the Custodian, whether
by hand delivery, telex or otherwise, by the close of business in the
same day that such Oral Instructions are given to the Custodian. The
Fund agrees that the fact that such confirming instructions are not
received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized
by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from a duly
Authorized Person.
(j) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable
times by officers and auditors employed by the Fund and by appropriate
employees of the Securities and Exchange Commission.
The Custodian shall provide the Fund with any report obtained by the Custodian
on the system of internal accounting control of the Book-Entry System or the
Depository and with such reports on its own systems of internal accounting
control as the Fund may reasonably request from time to time.
12. Term and Termination.
(a) This agreement shall become effective in the date first set
forth above (the "Effective Date") and shall continue in effect thereafter
as the parties may mutually agree.
<PAGE>
(b) Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of the
receipt of such notice. In the event such notice is given by the Fund,
it shall be accompanied by a certificate vote of the Board of Directors
of the Fund, electing to terminate this Agreement and designating a
successor custodian or custodians, which shall be a person qualified to
so act under the 1940 Act.
In the event that such notice is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a certified vote of the
Board of Directors of the Fund, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the Custodian may
designate a successor custodian, which shall be a person qualified to so act
under the 1940 Act. If the Fund fails to designate a successor custodian, the
Fund shall upon the date specified in the notice of termination of the
Agreement and upon the delivery by the Custodian of all Securities (other
than Securities held in the Book-Entry System which cannot be delivered to the
Fund) and monies then owned by the Fund, be deemed to be its own custodian and
the Custodian shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with respect to Securities
held in the Book-Entry System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian on behalf
of the Fund, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall them be entitled.
13. Limitation of Liability
The Fund and the Custodian agree that the obligations of the Fund under this
Agreement shall not be binding upon any of the Directors, shareholders,
nominees, officers, employees or agents, whether past, present or future, of
the Fund, individually, but are binding only upon the assets and property of
the Fund. The execution and delivery of the Agreement have been authorized by
the Directors of the Fund, and signed by an authorized officer of the Fund,
acting as such, and neither such authorizations by such Directors of the Fund,
nor such execution and delivery by such officer shall be deemed to have been
made by any of them or any shareholder of the Fund individually or to impose
any liability on any of the or any shareholder of the Fund personally, but
shall bind only the assets and property of the Fund.
14. Miscellaneous
(a) Annexed hereto as Appendix A is a certification setting forth
the names and the signatures of the present Authorized Persons. The Fund
agrees to furnish to the Custodian a new certification in similar form in the
event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional Authorized
Person are elected or appointed. Until such new certification shall
be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or signatures
of the present Authorized Persons as set forth in the last delivered
certification
(b) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered to it
at its offices as One Boston Place, Boston, Massachusetts 02108 or at such
other place as the Custodian may use from time to time designate in writing.
(c) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund, shall be sufficiently
given if addressed to the Fund and mailed or delivered to it at its offices at
One Lincoln First Square, Suite 1100, Rochester, NY 14604 or at such other
place as the Fund may from time to time designate in writing.
<PAGE>
(d) This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same formality
as this Agreement (i) authorized and approved by a vote of the Board of
Directors of the Fund, including a majority of the members of the Board
of Directors of the Fund who are not "interested persons" of the Fund (as
defined in the 1940 Act), or (ii) authorized and approved by any such
other procedures as may be permitted or required by the 1940 Act.
(e) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without written
consent of the Custodian, or by the Custodian without the written consent
of the Fund authorized or approved by a vote of the Board of Directors of the
Fund, and any attempted assignment without such written consent shall be
null and void.
(f) This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts.
(g) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(h) This agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
MANNING & NAPIER FUND, INC.
By: /s/ B. Reuben Auspitz
Name: B. Reuben Auspitz
Title: Vice President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Christine M. Crea
Name: Christine M. Crea
Title: Vice President
<PAGE>
THE BOSTON COMPANY
FEE SCHEDULE FOR
MANNING & NAPIER ADVISORS, INC.
Custody Charges
Basis Points
Country Per Annum Transaction Charge
Argentina 24 basis points $50.00
Australia 5 basis points $60.00
Austria 10 basis points $60.00
Belgium 5 basis points $90.00
Brazil* 30 basis points $80.00
Canada 5 basis points $30.00
Chili* 16 basis points $60.00
Cyprus* 60 basis points $175.00
Denmark 18 basis points $60.00
Euroclear/CEDEL 2.5 basis points $20.00
Finland 18 basis points $ 60.00
France 5 basis points $125.00
Germany 6 basis points $ 75.00
Greece 60 basis points $175.00
Hong Kong 20 basis points $125.00
Indonesia 10 basis points $ 60.00
Ireland 21 basis points $ 70.00
Israel 35 basis points $ 70.00
Italy 15 basis points $ 75.00
Japan 6 basis points $ 50.00
Jordan 35 basis points $ 75.00
Korea 20 basis points $ 90.00
Luxembourg 6 basis points $ 75.00
Malaysia 20 basis points $125.00
Mexico 15 basis points $ 50.00
Netherlands 5 basis points $ 50.00
New Zealand 5 basis points $ 60.00
Norway 20 basis points $ 70.00
Pakistan 60 basis points $250.00
Philippines 45 basis points $125.00
Portugal 24 basis points $ 60.00
Singapore 24 basis points $200.00
Spain 35 basis points $200.00
Sri Lanka* 60 basis points $175.00
Sweden 25 basis points $ 75.00
Switzerland 10 basis points $ 60.00
Thailand 28 basis points $ 90.00
Turkey 60 basis points $250.00
United Kingdom 5 basis points $ 60.00
United States 2 basis points $ 15.00
Uruguay 24 basis points $ 60.00
Venezuela 24 basis points $ 60.00
*Please contact your account representative prior to investing
in these markets. These markets may require special applications and
associated fees.
<PAGE>
THE BOSTON COMPANY
FEE SCHEDULE FOR
MANNING & NAPIER ADVISORS, INC.
Our proposal includes:
- Safekeeping of Assets held by the Funds
- Settlement of Portfolio Transactions
- Corporate Action Processing
- Income Collection
- Tax Reclamation (global Funds)
- Daily, Weekly, and Monthly Reporting
I CUSTODY CHARGES
See attached chart for Custody Charges.
II MINIMUM FEES
A minimum fee of $30,000 per portfolio, per annum will apply.
III OUT-OF-POCKET CHARGES
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but are not limited to, such customary items
as telephone,telex, wire charges ($3.50 per wire), stamp duties, securities
registration, postage and courier charges.
We reserve the right to renegotiate our fee proposal should the actual
services required vary materially from the assumptions provided.
This fee proposal will remain in effect for 90 days from April 1, 1992.
APPENDIX A-1
We, Beth A. Hendershot, Chief Financial Officer and Barbara Lapple,
Secretary of the Manning & Napier Fund, Inc. a Corporation organized under the
laws of Maryland (the "Fund"), do hereby certify that:
The list on the attached pages (A-2) contains those individuals that have
been duly authorized as Authorized Persons to give Oral Instructions and any
two of said individuals shall be authorized to give Written Instructions on
behalf of the Fund and the signatures set forth opposite their respective
names are their true and correct signatures.
Any Written Instruction given in connection with the issuance of checks
and other drafts in payment of the Fund's operating expenses and other
disbursements as provided therein must include the signatures of either Beth
A. Hendershot and Debra Roach or Brian Mahoney.
/s/ Beth A. Hendershot
Beth A. Hendershot, Chief Financial Officer
/s/ Barbara Lapple
Barbara Lapple, Secretary
<PAGE>
APPENDIX A-2
The Directors of the Manning & Napier Fund, Inc have directed by
unanimous consent that:
RESOLVED, that the following people are authorized to deliver Written and
Oral Instructions to Norstar Bank, N.A. and Boston Safe Deposit and Trust
regarding the above-mentioned Fund.
Julie M. Raschella /s/ Julie M. Raschella
Dan Rector /s/ Dan Rector
Sharon Stern /s/ Sharon Stern
Michele L. Bardwell /s/ Michele L. Bardwell
Brenda F. Watkins /s/ Brenda F. Watkins
James R. Kerg /s/ James R. Kerg
Debra Roach /s/ Debra Roach
Karin Winters /s/ Karin Winters
Beth Hendershot /s/ Beth Hendershot
Cathleen Rugg /s/ Cathleen Rugg
Larry Leon /s/ Larry Leon
Steve Horan /s/ Steve Horan
Philip Byrne /s/ Philip Byrne
Jodi L. Hedberg /s/ Jodi l. Hedberg
Brian Mahoney /s/ Brian Mahoney
Dated: April 3, 1992 /s/ Barbara Lapple
Barbara Lapple, Secretary
<PAGE>
APPENDIX B - INDIVIDUALS WITH ACCESS
I, Lynne E. Larkin, Secretary of Boston Safe Deposit and Trust Company, a
Massachusetts corporations (the "Custodian"), do hereby certify that:
The following eleven named individuals have been duly authorized by the
Executive Committee of the Board of Directors of the Custodian to have access
to the assets of MANNING & NAPIER FUND, INC., a corporation organized under
the laws of Maryland, held by the Custodian in its capacity as such:
Kevin Connolly
Karen D. DeVitto
Joan M. Donahue
Eric Greene
Pricilla Hardy
Russell G. McAdams, II
Eleanor Millan
Cynthia Peluso
Geraldine A. Ryan
Virginia Shea
Merton E. Thompson, III
/s/ Lynne E. Larkin
Lynne E. Larkin, Secretary
Boston Safe Deposit and Trust Company
SCHEDULE B
The Fund will pay to the Custodian as soon as possible after the end of
each month all out-of-pocket expenses reasonably incurred in connection with
the assets of the Fund.
<PAGE>
THE BOSTON COMPANY The Boston Company
Advisors, Inc.
31 St. James Avenue
Boston, MA 02116-4111
October 12, 1994
Mr. Timothy Mullaney
Chief Financial Officer
Manning & Napier Advisors, Inc.
One Lincoln First Square, Suite 1100
Rochester, New York 14604
Dear Tim,
As we discussed, enclosed is a proposed fee arrangement for the custodial
services the Boston Company currently provided to Manning & Napier. The
minimum custody fee per portfolio has been decreased from $2,500 to $500 per
account, per month. If this proposal is acceptable to Manning & Napier, it
will be retroactive to January 1994. Please review this arrangement and call
me at your convenience. I look forward to working with you in the future.
Sincerely
/s/ Caroline Kates
Caroline Kates
Client Service Manager
A company of Mellon Bank Corporation
<PAGE>
THE BOSTON COMPANY
FEE SCHEDULE FOR
MANNING & NAPIER ADVISORS, INC.
Our proposal includes:
- Safekeeping of Assets held by the Funds
- Settlement of Portfolio Transactions
- Corporate Action Processing
- Income Collection
- Tax Reclamation (global Funds)
- Daily, Weekly, and Monthly Reporting
I MINIMUM FEES
A minimum fee of $500.00 per account per month.
II CUSTODY CHARGES
See attached chart for Custody Charges.
III OUT-OF-POCKET CHARGES
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but are not limited to, such customary items
as telephone, telex, wire charges ($3.50 per wire), stamp duties,
securities registration, postage and courier charges.
THE BOSTON COMPANY
FEE SCHEDULE FOR
MANNING & NAPIER ADVISORS, INC.
FEE ARRANGEMENT - FLEXIBLE YIELD SERIES (I, II, III),
DIVIDEND INTEREST PAYMENTS
Depository $5.00
Physical $30.00
Corporate Actions $60.00
Fees will be calculated based n actual activity, effective through
December 31, 1994. Minimum fees will be waived.
<PAGE>
MELLON TRUST One Cabot Road
Medford, MA 02155-5159
October 30, 1997
Ms. Christine Glavin
Fund Accounting Manager
Manning & Napier Advisors, Inc.
1100 Chase Square
Rochester, NY 14604
Dear Christine:
Please find attached the custodian fee schedule currently in effect between
Manning & Napier and Boston Safe Deposit & Trust. The attached fee schedule,
which may be included as an addendum to the Custody Agreement between Manning
& Napier and Boston Safe, applies to the following series of Manning & Napier
Fund, Inc.
Small Cap Series
Technology Series
International Series
Global Fixed Income Series
World Opportunities Series
Blended Asset Series I
Flexible Yield Series I
Flexible Yield Series III
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
Energy Series
Financial Services Series
Life Sciences Series
Blended Asset Series II
Maximum Horizon Series
Defensive Series
Flexible Yield Series II
Tax Managed Series
Please call if you have questions or need additional information.
Sincerely
/s/ Stephen P. Browne
Stephen P. Brown
Vice President
<PAGE>
BOSTON SAFE DEPOSIT & TRUST
MUTUAL FUND CUSTODY FEE SCHEDULE
MANNING & NAPIER FUND, INC.
I. ACCOUNT MAINTENANCE
To be charged per Account, per month only if the generated
Invoice does not meet the $250.00 minimum.
II. DOMESTIC ASSET CHARGES
First $50 million 2.0bp
Next $450 million 1.0bp
Next $500 million .75bp
Excess .50bp
III. TRANSACTION FEES
FBE Receipt or Delivery 10.00
PTC Receipt or Delivery 15.00
DTC Receipt or Delivery 10.00
Physical Receipt or Delivery 20.00
Options: Write, Close, Expire or Exercise 12.00
Third Party FX 20.00
Wires 3.50
III. OUT OF POCKET EXPENSES
Reimbursable out-of-pocket expenses will be added to each monthly invoice and
will include, but not be limited to, such customary items as telephone, wire
charges (3.50 per wire), postage and insurance, courier services and
duplication charges.
III. GLOBAL ASSET AND TRANSACTION CHARGES
See attached country by country schedule.
<PAGE>
MANNING & NAPIER FUND, INC.
GLOBAL FEE SCHEDULE
Country Asset Charge Transaction Charge
United Kingdom 2.50 20
Germany 2.50 20
Canada 2.50 20
Euroclear 2.50 20
Cedel 2.50 20
Australia 2.50 20
Japan 2.50 20
New Zealand 5.00 30
Netherlands 5.00 30
South Africa 5.00 30
Denmark 5.00 30
Italy 5.00 30
Switzerland 5.00 30
Ireland 5.00 30
Sweden 5.00 30
Spain 5.00 30
Belgium 5.00 30
France 5.00 30
Mexico 12.00 40
Austria 12.00 40
Norway 12.00 40
Singapore 12.00 40
S. Korea 12.00 40
Finland 12.00 40
Malaysia 12.00 40
Thailand 12.00 40
Israel 12.00 40
Hong Kong 12.00 40
Sri Lanka 35.00 50
Czech Republic 35.00 50
Philippines 35.00 50
Argentina 35.00 50
Taiwan 35.00 50
Turkey 35.00 50
Indonesia 45.00 60
Portugal 45.00 60
Peru 45.00 60
Luxembourg 45.00 60
Chile 60.00 85
Brazil 60.00 85
Greece 60.00 85
Jordan 60.00 85
Mauritius 60.00 85
Poland 60.00 85
Pakistan 60.00 85
Bangladesh 60.00 85
China - Shenzhen 60.00 85
India 60.00 85
Cyprus 60.00 85
Uruguay 60.00 85
Venezuela 60.00 85
Colombia 60.00 85
China - Shanghai 60.00 85
<PAGE>
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made as of this 30th day of April, 1993 by and between
MANNING & NAPIER FUND, INC. (the "Fund"), a Maryland corporation, and MANNING
& NAPIER ADVISORS, INC. (the Transfer Agent" of "M&N"), a New York
corporation.
WHEREAS, the Fund is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act") and
WHEREAS, the Transfer Agent will be a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Transfer Agent and the Fund are parties to an Advisory
Agreement dated April 30, 1993, (the Advisory Agreement).
WHEREAS, the Fund desires the Transfer Agent to provide, and the Transfer
Agent is willing to provide, in addition to the services provided under the
Advisory Agreement, transfer agent services to Shareholders of the Fund's
portfolios listed in Schedule A which is attached hereto and made a part of
this Agreement, and such other portfolios, or classes of portfolios, as the
Fund and the Transfer Agent may agree on ("Portfolios"), on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Transfer Agent hereby agree as
follows:
ARTICLE 1. Retention of the Transfer Agent. The Fund hereby retains
the Transfer Agent to act as the Transfer Agent of the Portfolios and to
furnish the Portfolios with the transfer agent services as set forth below.
The Transfer Agent hereby accepts such employment to perform the duties set
below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way and shall
not be deemed an agent of the Fund. All of the Transfer Agent's duties shall
be subject always to the objectives, policies and restrictions contained in
the Fund's current registration statement under the 1940 Act, the Fund's
Articles of Incorporation and By-Laws, to the provisions of the 1940 Act, and
to any other guidelines that may be established by the Fund's Directors and
which are furnished to the Transfer Agent by the Fund.
The Fund warrants that it has or shall deliver to the Transfer Agent:
a copy of the Articles of Incorporation of the Fund, incorporating all
amendments thereto, certified by the Secretary or Assistant Secretary of the
Fund;
an opinion of counsel to the Fund with respect to (i) the legality and
continuing existence of the Fund, (ii) the number of Shares, and (iii) the
number of Shares authorized for issuance and stating that upon issuance
they will be validly issued and non-assumable; and
the Fund's Secretary's or Assistant Secretary's certificate as to the
authorized outstanding Shares of the Fund, its address to which notices
may be sent, the names and specimen signatures of its officers who are
authorized to sign instructions or requests to the Transfer agent on
behalf of the Fund, and then name and address of legal counsel to the
Fund. In the event of any future amendment or change in respect of any of
the foregoing, prompt written notification of such change shall be given
by the Fund to the Transfer Agent together with copies of all relevant
resolutions, instruments or other documents, specimen signatures,
certificates, opinions or the like as the Transfer Agent may deem
necessary or appropriate.
ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as
Transfer Agent for the Portfolios' accounts and, as such, will record in an
account (the "Account") the total number of Shares of each Portfolio issued
and outstanding from time to time and will maintain Share transfer records in
which it will note the names and registered addresses of Shareholders, and the
number of Shares from time to time owned by each of them. Each Shareholder
will be assigned one or more account numbers.
<PAGE>
The Transfer Agent is authorized to set up accounts for Shareholders and
record transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in an appropriate amount and from
as provided in the Fund's then current prospectus. Whenever Shares are
purchased or issued, the Transfer Agent shall credit the Account with the
Shares issued credit the proper number Shares to the appropriate Shareholder
and issue certificates upon request.
Likewise, whenever the Transfer Agent has occasion to redeem Shares owned
by a Shareholder, the Fund authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Fund's Custodian of the receipt of funds through
the Federal Reserve wire system or conversion into Federal funds of funds
transmitted by other means for the purchase of Shares in accordance with the
Fund's current prospectus, the Transfer Agent shall notify the Fund f such
deposits on a daily basis.
The Transfer Agent shall credit each Shareholder's account with the
number of Shares purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Fund's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder's instructions and the then current
prospectus.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be a provided
for in the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Fund and the Transfer Agent.
If the Transfer Agent or the Fund's Distributor determines that a request
for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall effect such redemption at the price next determined
after receipt of documents complying with said standards.
On each day that the Fund's Custodian and the New York Stock Exchange are
open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of the Article 2, and the Fund shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as to
purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities and Exchange Commission or the Directors of
the suspension of the determination of the Fund's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion of
counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse
claim requires such refusal.
ARTICLE 3. Compensation of the Transfer Agent.
(A) Transfer Agent. For the services to be rendered, the facilities
furnished and the expenses assumed by the Transfer Agent pursuant to this
Agreement, the Fund shall pay to the Transfer Agent compensation at an
annual rate specified in the Schedule B which is attached hereto and made
a part of this Agreement. Such compensation shall be accrued daily, and
paid to the Transfer Agent monthly.
(B) Survival of Compensation Rights. All rights of compensation under
this Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
<PAGE>
ARTICLE 4. Limitation of Liability of the Transfer Agent. The duties
of the Transfer Agent shall be confined to those expressly set forth herein,
and no implied duties are assumed by or may be asserted against the Transfer
Agent hereunder. The Transfer Agent shall not be liable for any error of
judgement or mistakes of law or for any act or omission in carrying out its
duties hereunder, except a loss resulting from willful misfeasance, bad faith
or gross negligence in the performance of its duties, or be reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Article 4, the term "Transfer Agent" shall
include directors, officers, employees, sub-contractors and other corporate
agents of the Transfer Agent as well as that corporation itself).
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Fund assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any
and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses and attorney's fees) arising directly or indirectly out
of said administration, transfer agency, and dividend disbursing relationships
to the Fund or any other service rendered to the Fund hereunder. The
indemnity and defense provisions set forth herein shall indefinitely survive
the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In
order that the indemnification provision contained herein shall apply,
however, it is understood that if any case the Fund may be asked to indemnify
or hold the Transfer Agent harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Transfer Agent will use all reasonable care to
identify and notify the Fund promptly concerning any situation which presents
or appears likely to present the probability of such a claim for
indemnification against the Fund, but failure to do so in good faith shall not
effect the rights hereunder.
The Transfer Agent may apply to the fund at any time for instructions and
may consult counsel for the Fund or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Transfer Agent's duties and the Transfer Agent shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountant or other
experts.
The Transfer Agent shall be protected in acting upon any document which
it reasonably believes to genuine an to have been signed or presented by the
proper person or persons. Nor shall the Transfer agent be held to have notice
of any change of authority of any officers, employee or agent of the fund
until receipt of written notice thereof from the Fund.
ARTICLE 5. Activities of the Transfer Agent. The services of the
Transfer Agent rendered to the Fund are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers,
employees and Shareholders of the Fund are or may be or become interested in
the Transfer Agent, as directors, officers, employees and shareholders of the
Transfer Agent and its counsel are or may be or become similarly interested in
the Fund, and that the Transfer Agent may be or become interested in the Fund
as a Shareholder or otherwise.
ARTICLE 6. Term of this Agreement. This Agreement shall remain in
effect for 2 years after the date of the Agreement and shall continue in
effect thereafter, for periods of one year so long as such a continuance is
specifically approved (i) by the vote of a majority of the Directors of the
Fund and (ii) by the majority of the Directors of the fund who are not parties
to this Agreement or interested persons of any such party, cast in person at a
Board of Directors meeting called for the purpose of voting in such approval.
M&N reserves the right to terminate this Agreement if the Advisory Agreement
is terminated for any reason. Upon termination of this Agreement all
out-of-pocket expenses are associated with the movement of records and
material will be borne by the fund.
<PAGE>
In the event of a material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in writing of such breach
and upon receipt of such notice, the breaching party shall have 45 days to
remedy the breach or the non-breaching party may terminate this Agreement
immediately.
This Agreement shall not be assignable by either party without the
written consent of the other party, provided that a transfer of this Agreement
and the Transfer Agent's responsibility hereunder to any company that is under
common control with the Transfer Agent shall not be considered an assignment.
ARTICLE 7. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by vote of a
majority of the Directors of the Fund, and (ii) by the vote of a majority of
the Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting
called for the purpose of voting such approval.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Transfer Agent may conclusively assume that any special procedure which has
been approved by the Fund does not conflict with or violate any requirements
of its Articles of Incorporation, By-Laws or prospectus, or any rule,
regulation or requirement of any regulatory body.
ARTICLE 8. Certain Records. The Transfer Agent shall maintain
customary records in connection with its duties as specified in this
Agreement. Any records required to be maintained and preserved pursuant to
Rule 31a-1 and 31a-2 under the 1940 Act which are prepared and maintained by
the Transfer Agent on behalf of the Fund shall be prepared and maintained at
the expense of the Transfer Agent, but shall be the property of the fund and
will be made available to or surrendered promptly to the fund on request.
In case of any request or demand of such records by another party, the
Transfer Agent shall notify the Fund and follow the Fund's instructions as to
permitting or refusing such inspection; provided that the Transfer Agent may
exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Transfer Agent against such liability.
ARTICLE 9. Definition of Certain Terms. The terms "interested
person" and "affiliated person", when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
ARTICLE 10. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other part at the last address furnished by the other party to the party
giving notice: if the Fund, at One Lincoln First Sq., Suite 1100, Roch., NY
14604, and if to the Transfer Agent at One Lincoln First Sq., Suite 1100,
Roch., NY 14604.
ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE12. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
MANNING & NAPIER FUND, INC.
By: /s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
By: /s/B. Reuben Auspitz
B. Reuben Auspitz, Executive Vice President
<PAGE>
SCHEDULE A
TO THE TRANSFER AGENT AGREEMENT
DATED 4-29-93
BETWEEN
MANNING & NAPIER FUND, INC.
AND
MANNING & NAPIER ADVISORS, INC.
Portfolios subject to the terms and conditions of this Transfer Agent
Agreement:
Blended Asset Series I
Blended Asset Series II
Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III
<PAGE>
SCHEDULE B
SCHEDULE OF TRANSFER AGENT SERVICES AND FEES
FUND SERVICE FEES
There is an annual service fee of .024% for the following Series Funds:
Blended Asset Series I
Blended Asset Series II
Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses are charges to each Series.
Out-of-pocket expenses include but are not limited to:
- Postage
- Forms
- Bank charges (i.e, account, deposit, wire)
- Expenses incurred at the specific direction of the fund
<PAGE>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created three additional Series: The New York Tax Exempt Series, Ohio Tax
Exempt Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
SERIES
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
The parties below have executed this Agreement as of September 23, 1993.
MANNING & NAPIER FUND, INC.
By: /s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
By: /s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE B
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created three additional Series: The New York Tax Exempt Series, Ohio Tax
Exempt Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
New York Tax Exempt Series .024%
Ohio Tax Exempt Series .024%
Diversified Tax Exempt Series .024%
The parties below have executed this Agreement as of September 23, 1993.
MANNING & NAPIER FUND, INC.
By: /s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
By: /s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the Blended Assets Defensive Series and the Blended Assets Growth Plus
Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
Blended Assets Defensive Series
Blended Assets Growth Plus Series
The parties below have executed this Agreement as of July 20, 1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the Blended Assets Defensive Series and the Blended Assets Growth Plus
Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
Blended Assets Defensive Series .024%
Blended Assets Growth Plus Series .024%
The parties below have executed this Agreement as of July 20, 1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 12-13-95
World Opportunities Fund
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the world Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
World Opportunities Fund
The parties below have executed this Agreement as of July 20, 1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
MANNING & NAPIER FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 12-13-95
World Opportunities Fund
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Manning & Napier Fund, Inc. (the "Fund") and Manning &
Napier Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the World Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
World Opportunities Fund .024%
The parties below have executed this Agreement as of July 20, 1995.
MANNING & NAPIER FUND, INC.
/s/William Manning
William Manning, President
MANNING & NAPIER ADVISORS, INC.
/s/B. Reuben Auspitz
B. Reuben Auspitz, Executive V. P.
<PAGE>
FORM OF
DEALER AGREEMENT
This Dealer Agreement (the "Agreement") is made and entered into by and
among Manning & Napier Investor Services, Inc. (MNIS), a New York corporation
having its principal business offices at 1100 Chase Square, Rochester, New
York 14604, and the undersigned dealer ("Selling Dealer").
WITNESSETH:
WHEREAS, Manning & Napier Fund, Inc. (the "Fund"), an open-end management
investment Fund registered under the Investment Fund Act of 1940, as amended
(the "1940 Act"), offers units of beneficial interest ("shares") of a number
of its series investment funds (each a "Series"), each with its own investment
objective and strategies, and the Fund offers five classes of shares of each
such Series: the Class A shares ("Class A Shares"); the Class B shares
("Class B Shares"); the Class C shares ("Class C Shares"); the Class D Shares
(Class D Shares); and the Class E Shares (Class E Shares);
WHEREAS, the Fund has entered into a distribution agreement with MNIS
(the "Distribution Agreement") for the distribution by MNIS of the Class A,
Class B, Class C, Class D and Class E Shares;
WHEREAS, Selling Dealer desires to agree with MNIS to sell shares in the
Fund to the customers of the Selling Dealer and to pay MNIS, as principal
underwriter of the Fund, amounts due in connection with orders for shares of
the Fund;
WHEREAS, MNIS and the Selling Dealer desire to provide for the payment of
sales loads, commissions, distribution fees or shareholder service fees with
respect to sales of each class of shares of the Fund and related shareholder
services;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is hereby agreed by and among the parties hereto as follows:
1. Definition of Terms. As used herein, the term "Prospectus" means
the prospectuses and, unless the context otherwise requires, related
statements of additional information (the "Statements of Additional
Information") incorporated therein by reference, as the same are amended and
supplemented from time to time, of each of the respective Funds and each of
the respective classes of shares of the respective Funds; the term "Business
Day" means any day on which the New York Stock Exchange is open; and the term
"principal underwriter" has the definition provided in the 1940 Act.
2. Selling Dealer shall use its best efforts to sell shares of the
Series that are now or hereafter available for sale to customers of Selling
Dealer. Customers of Selling Dealer that purchase shares of the Series (the
"Customers") are for all purposes customers of Selling Dealer and not
customers of the Fund or MNIS. Selling Dealer shall be responsible for
opening, approving and monitoring accounts for Customers and for the review
and supervision of these accounts, all in accordance with the rules of the
Securities and Exchange Commission ("SEC") and National Association of
Securities Dealers, Inc. (the "NASD"). In no transaction involving shares of
the Series shall Selling Dealer have any authority to act as agent for the
Fund or MNIS.
3. All orders for the purchase of Class A, Class B, Class C, Class D
and Class E Shares of the Series shall be executed at the then-current net
asset value per share and all orders for the redemption of Class A, Class B,
Class C, Class D and Class E Shares of the Series shall be executed at the net
asset value per share. The Fund will direct its transfer agent ("Transfer
Agent") to withhold and pay to MNIS all contingent deferred sales charges, if
any, imposed on repurchases and redemptions of the Shares upon the terms and
conditions set forth in the Prospectus. The minimum initial purchase order
shall be as set forth in the appropriate Prospectus. Unless otherwise
mutually agreed in writing between MNIS and Selling Dealer, each transaction
for shares of any class of shares of the Series shall be promptly confirmed in
writing to the Customer on a fully disclosed basis and a copy of each
confirmation shall be sent simultaneously to Selling Dealer. Selling Dealer
agrees that, upon receipt of such duplicate confirmations, Selling Dealer
shall examine the same and promptly notify the Transfer Agent or MNIS, as the
case may be, of any errors or discrepancies that Selling Dealer discovers and
shall promptly bring to the attention of the Transfer Agent or MNIS, as the
case may be, any errors in such confirmations claimed by any Customers.
<PAGE>
4. The Fund and MNIS have each reserved the right to refuse at any
time or times to sell any of the Fund's shares for any reason, and the Fund
and MNIS, as the case may be, have each reserved the right to refuse at any
time to accept any order for purchase of shares for any reason. In ordering
shares of any Fund, Selling Dealer shall rely solely and conclusively on the
representations contained in the Prospectus of such Fund. Selling Dealer
agrees that Selling Dealer shall not offer or sell shares of any Series or of
any class of any Series, except in compliance with all applicable federal and
state securities laws and the rules and regulations of applicable regulatory
agencies or authorities. In connection with offers to sell, and sales of,
shares of each Series, Selling Dealer agrees to deliver or cause to be
delivered to each person to whom any such offer or sale is made, at or prior
to the time of such offer or sale, a copy of the Prospectus and, upon request,
the Statement of Additional Information of the Fund and the class of shares of
the Series involved.
Selling Dealer further agrees to obtain for each Customer to whom Selling
Dealer sells shares of the Series any taxpayer identification number
certification required under Section 3406 of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations thereunder, and to provide
MNIS or MNIS's designated agent with timely written notice of any failure to
obtain such taxpayer identification number certification in order to enable
the implementation of any required backup withholding in accordance with
Section 3406 of the Code and the regulations thereunder.
Unless otherwise mutually agreed in writing between MNIS and Selling Dealer,
MNIS shall deliver or cause to be delivered to each Customer that purchases
shares of any Series through Selling Dealer copies of all annual and interim
reports, proxy solicitation materials and any such other information and
materials relating to such Series or class of shares of such Series and
prepared by or on behalf of MNIS, the Fund, its investment adviser, investment
sub-adviser, custodian, transfer agent or dividend disbursing agent for
distribution to such Customer. MNIS agrees to supply Selling Dealer with
copies of the Prospectus, Statement of Additional Information, annual reports,
interim reports, proxy solicitation materials and any such other information
and materials relating to each Series and each class of shares of each Series
in reasonable quantities upon request. Selling Dealer acknowledges that any
materials or information that MNIS furnishes to Selling Dealer, other than
Prospectuses, annual and interim reports to shareholders and proxy
solicitation materials prepared by the Fund, are the sole responsibility of
MNIS and not the responsibility of the Fund.
5. Selling Dealer shall not make any representation concerning any
shares of the Series or class of shares of the Series other than those
contained in the Prospectus of the Fund and class of shares of the Series
involved or in any promotional materials or sales literature furnished to
Selling Dealer by MNIS or the Fund. Selling Dealer shall not furnish, or
cause to be furnished, to any person, or display or publish, or cause to be
displayed or published, any information or materials relating to any Series or
class of shares of a Series (including, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials), except such
information and materials as may be furnished to Selling Dealer by MNIS and
such other information and materials as may be approved in writing by MNIS.
Selling Dealer acknowledges that customers choosing between classes should
carefully consider the fee structures of the classes in order to determine the
most appropriate investment class. In accord with the NASD Rules of Fair
Practice, Selling Dealer shall have reasonable grounds for believing that the
recommendation of Fund shares is suitable based upon reasonable efforts to
obtain appropriate suitability information from the Customer.
<PAGE>
6. In determining the amount of any dealer allowance or sales
commission payable to Selling Dealer hereunder, MNIS reserves the right with
respect to sales of the Class A, Class B, Class C, Class D and Class E Shares
to exclude any sales which MNIS reasonably determines are not made in
accordance with the terms of the applicable Fund Prospectus and the provisions
of this Agreement. Unless, at the time of transmitting an order with respect
to Class A, Class B, Class C, Class D and Class E Shares, Selling Dealer
advises MNIS or the Transfer Agent to the contrary, the shares of the Series
ordered will be deemed to be the total holdings of the Customer for whom the
order is transmitted.
7. Each exchange of shares of the Series (the investment of the
proceeds from the redemption of shares of one class of a Series in the shares
of another class of shares of the same Series or the same or another class of
shares of another Series) shall, where available, be made in accordance with
the terms of the Prospectus.
8. The procedures relating to orders and the handling thereof will be
subject to the terms of the Prospectus and to instructions received by Selling
Dealer from MNIS or the Transfer Agent from time to time. No conditional
order will be accepted. Selling Dealer agrees that purchase orders placed by
Selling Dealer will be made only for the purpose of covering purchase orders
already received from Customers and that Selling Dealer will not make
purchases of shares of the Series for any other securities dealer or broker.
Selling Dealer shall place purchase orders from Customers with MNIS or the
Transfer Agent immediately and shall not withhold the placement of such orders
so as to profit Selling Dealer, provided, however, that the foregoing shall
not prevent the purchase of shares of any Series by Selling Dealer for bona
fide investment by Selling Dealer itself. Selling Dealer agrees that: (a)
Selling Dealer shall not effect any transactions (including, without
limitation, any purchases and redemptions) in any shares of the Series
registered in the name of, or beneficially owned by, any Customer unless such
Customer has granted Selling Dealer full right, power and authority to effect
such transactions on behalf of such Customer, and (b) MNIS, the Fund, the
Transfer Agent and the respective officers, directors or trustees, agents,
employees and affiliates of MNIS, the Fund and each Transfer Agent
(collectively, "indemnified persons") shall not be liable for, and shall be
fully indemnified and held harmless by Selling Dealer from and against, any
and all claims, demands, liabilities and expenses (including, without
limitation, reasonable attorney's fees) that may be incurred by any
indemnified person from Selling Dealer hereunder arising out of, or in
connection with, (i) the execution of any transactions in shares of the Funds
registered in the name of, or beneficially owned by, any Customer in reliance
upon any oral or written instructions believed to be genuine by such
indemnified person and to have been given by or on behalf of Selling Dealer;
and (ii) the failure of Selling Dealer to comply with the terms of this
Agreement. The indemnification agreement contained in this Paragraph 8 shall
survive the termination of this Agreement.
a) Selling Dealer agrees that payment for orders from Selling Dealer for
the purchase of shares of the Series will be made in accordance with the terms
of the Prospectus.
b) On or before the settlement date of each purchase order for Class A,
Class B, Class C, Class D and Class E Shares, Selling Dealer shall either (i)
remit to an account designated by MNIS with the Transfer Agent an amount equal
to the then-current net asset value in accordance with the terms of the
applicable Prospectus, or (ii) remit to an account designated by MNIS with the
Transfer Agent an amount equal to the then-current net asset value of such
classes of shares as determined by MNIS in accordance with the terms of the
applicable Prospectus, in which case Selling Dealer's dealer allowance, if
any, with respect to such purchase order, as determined by MNIS in accordance
with the terms of the applicable Prospectus, shall be payable to Selling
Dealer on at least a monthly basis by MNIS. If payment for any purchase order
for the classes of shares of a Series of the Fund is not received in
accordance with the terms of the applicable Prospectus, MNIS reserves the
right, without notice, to cancel the sale and to hold Selling Dealer
responsible for any loss sustained as a result thereof.
<PAGE>
a) Selling Dealer will provide shareholder servicing, such as, but not
limited to, responding to Customer inquiries and providing account
information. MNIS will provide personnel during normal business hours to
provide information about the Fund in response to Customer inquiries.
b) In addition to the fees delineated above in paragraph 9(e), MNIS
agrees, subject to the other terms and conditions of this Agreement, to pay
Selling Dealer a service fee, and Selling Dealer agrees to accept the same as
full payment therefor, accrued daily and payable quarterly at the annual rate
of 0.25% of the average daily net assets of Class A, Class B, Class C, Class D
and Class E Shares held by Customers. Accrual of such service fee by Selling
Dealer shall commence with respect to each such classes of shares after such
share is held for twelve months. Under each of the Class A, Class B, Class C,
Class D and Class E Plans, the Fund is authorized to make expenditures of Fund
assets for various distribution and support services. Selling Dealer
understands and agrees that (i) the service fees are subject to the
limitations contained in the Distribution Agreement and the Class A, Class B,
Class C, Class D and Class E Plans, which may be amended or terminated at any
time, and (ii) Selling Dealer's failure to provide services as agreed will
render Selling Dealer ineligible to receive the service fees.
11. Selling Dealer hereby represents and warrants that: (a) Selling
Dealer is a corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction in which
Selling Dealer is organized; (b) the execution and delivery of this Agreement
and the performance of the transactions contemplated hereby have been duly
authorized by all necessary action and all other authorizations and approvals
(if any) required for Selling Dealer's lawful execution and delivery of this
Agreement and Selling Dealer's performance hereunder have been obtained; and
(c) upon execution and delivery by Selling Dealer, and assuming due and valid
execution and delivery by MNIS, this Agreement will constitute a valid and
binding agreement, enforceable against Selling Dealer in accordance with its
terms.
12. Selling Dealer further represents and warrants that Selling
Dealer is a member of the NASD and, with respect to any sales in the United
States, Selling Dealer agrees to abide by all of the rules and regulations of
the NASD, including, without limitation, its Conduct Rules. Selling Dealer
agrees to comply with all applicable federal and state laws, rules and
regulations. MNIS agrees to inform Selling Dealer, upon request, as to the
states in which MNIS believes the shares of the respective classes of the
respective Funds have been registered or qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such
states, but shall have no obligation or responsibility to make shares of any
Fund available for sale to Customers in any jurisdiction. Selling Dealer
agrees to notify MNIS immediately in the event of Selling Dealer's expulsion
or suspension from the NASD. Selling Dealer's expulsion from the NASD will
automatically terminate this Agreement immediately without notice. Selling
Dealer's suspension from the NASD will terminate this Agreement effective
immediately upon written notice of termination to Selling Dealer.
13. The names and addresses and other information concerning
Customers are and shall remain Selling Dealer's sole property, and neither
MNIS nor the affiliates of MNIS shall use such names, addresses or other
information for any purpose except in connection with the performance of the
duties and responsibilities of MNIS hereunder and except for servicing and
informational mailings relating to the Series and classes of shares of the
Fund. The provisions of this Paragraph 13 shall survive the termination of
this Agreement.
14. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture between
or among any combination of MNIS and Selling Dealer. None of the parties
hereto shall be, act as, or represent itself as, the agent or representative
of any of the other parties hereto, nor shall any party hereto have the right
or authority to assume, create or incur any liability or any obligation of
any kind, express or implied, against or in the name of, or on behalf of, any
of the other parties hereto. This Agreement is not intended to, and shall
not, create any rights against any party hereto by any third party solely on
account of this Agreement. None of the parties hereto shall use the name of
any of the other parties hereto in any manner without such other party's prior
written consent, except as required by any applicable federal or state law,
rule or regulation, and except pursuant to any promotional programs mutually
agreed upon in writing by the parties hereto.
<PAGE>
15. Except as otherwise specifically provided herein, all notices
required or permitted to be given pursuant to this Agreement shall be given in
writing and delivered by personal or overnight delivery or facsimile (with
confirming copy by mail as provided herein). Unless otherwise notified in
writing, all notices to MNIS shall be given or sent to MNIS at its office,
located at 1100 Chase Square, Rochester, New York 14606; and all notices to
Selling Dealer shall be given or sent to Selling Dealer at Selling Dealer's
address shown below.
16. This Agreement shall become effective when accepted and signed by
MNIS, and may be terminated at any time by any party hereto upon fifteen (15)
days' prior written notice to the other parties hereto. To the extent
permitted by law or regulation, including rules or regulations of any
self-regulatory organization having jurisdiction with respect to this
Agreement, this Agreement, including any schedules hereto, shall be deemed
amended as provided in any written notice delivered by MNIS to the other
parties hereto and otherwise may be amended only by a written instrument
signed by all of the parties hereto. This Agreement may not be assigned by
any party without the prior written consent of the other parties hereto. This
Agreement constitutes the entire agreement and understanding between the
parties hereto relating to the subject matter hereof and supersedes any and
all prior agreements among the parties relating to said subject matter.
17. This Agreement shall apply to all shares of the Fund that are
currently outstanding or being offered and that are offered and sold in the
future, including the shares of all of the Series, and of all of the classes
of shares of such Series, whether such Series or classes are currently
established or are established hereafter.
18. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to
principles of conflicts of laws.
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the date first written above.
ATTEST: MANNING & NAPIER INVESTOR SERVICES, INC.
By:
Name: Name:
Title: Title:
ATTEST: NAME OF SELLING DEALER:
Name: (Print or Type)
Title:
By:
Name:
Title:
Address:
Telephone Number:
FAX Number:
<PAGE>
330 Antlers Drive
Rochester, NY 14618
December 17, 1985
Manning & Napier Fund, Inc.
One East Avenue
Rochester, NY 14604
Gentlemen:
The undersigned hereby represents and warrants, in connection with the
purchase of 250 shares of capital stock, $.01 par value, of the Small Cap
Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985,
that such purchase was made for investment and not for distribution thereof
and that the undersigned has no present intention to redeem or otherwise
dispose of such Shares.
Very truly yours,
/s/ William J. Napier
William J. Napier
<PAGE>
55 Main Street Apt.1502
Roosevelt Island, NY 10044
December 17, 1985
Manning & Napier Fund, Inc.
One East Avenue
Rochester, NY 14604
Gentlemen:
The undersigned hereby represents and warrants, in connection with the
purchase of 250 shares of capital stock, $.01 par value, of the Small Cap
Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985,
that such purchase was made for investment and not for distribution thereof
and that the undersigned has no present intention to redeem or otherwise
dispose of such Shares.
Very truly yours,
/s/ Christopher W. Beal
Christopher W. Beal
<PAGE>
36 Buttermilk Hill Rd.
Pittsford, NY 14534
December 17, 1985
Manning & Napier Fund, Inc.
One East Avenue
Rochester, NY 14604
Gentlemen:
The undersigned hereby represents and warrants, in connection with the
purchase of 250 shares of capital stock, $.01 par value, of the Small Cap
Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985,
that such purchase was made for investment and not for distribution thereof
and that the undersigned has no present intention to redeem or otherwise
dispose of such Shares.
Very truly yours,
/s/ Reuben Auspitz
Reuben Auspitz
<PAGE>
26 Thomville Circle
Penfield, NY 14526
December 17, 1985
Manning & Napier Fund, Inc.
One East Avenue
Rochester, NY 14604
Gentlemen:
The undersigned hereby represents and warrants, in connection with the
purchase of 250 shares of capital stock, $.01 par value, of the Small Cap
Series of Manning & Napier Fund, Inc. (the "Shares") on December 17, 1985,
that such purchase was made for investment and not for distribution thereof
and that the undersigned has no present intention to redeem or otherwise
dispose of such shares.
Very truly yours,
/s/ William Manning
William Manning
<PAGE>
EXHIBIT 16
Below is the schedule of computation for each performance quotation. The
formula is as follows:
P(1 = T)n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical $1, 000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year
periods
SMALL CAP SERIES
For the year ended December 31, 1994:
T = (1,080.06 / 1,000.00) 1/1 - 1
T = 8.01%
Therefore .
1,000.00(1 + 14.64%) 1 = 1,146.36
For the year ended December 31, 1993
T = (1,146.36 / 1,000.00) 1/1 - 1
T = 14.64%
Therefore
1,000.00(1 + 8.01%) 1 = 1,080.06
For the period April 30, 1992 - December 31, 1992:
T = (1,161.99 / 1,000.00) 1/.67397 - 1
T = 25.0%
Therefore
1,000.00(1 + 25.0%) .67397 = 1,161.99
For the year ended December 31, 1988:
T = (1,003.36 / 1,000.00) 1/1 - 1
T = 0.33%
Therefore
1,000.00 (1 + 0.33%) 1 = 1,003.36
For the year ended December 31, 1997:
T = (1,108.91 / 1,000.00) 1/1 - 1
T = 10.89%
Therefore
1,000.00(1 + 10.89%) 1 = 1,108.91
For the period January 6, 1986 - December 31, 1986:
T = (808.00 / 1,000.00) 1/.98630 - 1
T = (19.44)%
Therefore
1,000.00 (1 - 19.44%) .98630 = 808.00
TECHNOLOGY SERIES
For the period August 29, 1994 - December 31, 1994:
T = (1,135.00 / 1,000.00) 1/.34247 - 1
T = 44.7%
Therefore
1,000.00(1 + 44.7%) .34247 = 1,135.00
For the year ended December 31, 1991:
T = (1,361.00 / 1,000.00) 1/1 - 1
T = 36.1%
Therefore
1,000.00(1 + 36.1%) 1 = 1,361.00
<PAGE>
For the year ended December 31, 1990:
T = (911.32 / 1,000.00) 1/1 - 1
T = (8.9)%
Therefore
1,000.00 (1 - 8.9%) 1 = 911.32
For the year ended December 31, 1989:
T = (991.00 / 1,000.00) 1/1 - 1
T = (.9)%
Therefore
1,000.00(1 - .9%) 1 =991.00
For the period November 4, 1998 - December 31, 1988:
T = (1,028.51 / 1,000.00) 1/158904 - 1
T = 19.04%
Therefore
1,000.00 (1 + 19.04%) .158904 = 1,028.51
INTERNATIONAL SERIES
For the year ended December 31, 1994:
T = (855.23 / 1,000.00) 1/1 - 1
T = (14.48)%
Therefore
1,000.00(1 - 14.48%) 1 = 855.23
For the year ended December 31, 1993:
T = (1,260.19 / 1,000.00) 1/1 - 1
T = 26.0%
Therefore
1,000.00 (1 + 26.0%) 1 = 1,260.19
International Series cont.
For the period August 27, 1992 - December 31, 1992:
T = (1,060.12 / 1,000.00) 1/.345205 - 1
T = 18.4%
Therefore
1,000.00(1 + 18.4%) .345205 = 1,060.12
LIFE SCIENCES SERIES
For the year ended December 31, 1994:
T = (1,102.97 / 1,000.00) 1/1 - 1
T = 10.30%
Therefore
1,000.00(1 + 10.30%) 1 = 1,120.97
For the year ended December 31, 1993:
T = (1,031.56 / 1,000.00) 1/1 - 1
T = 3.16%
Therefore
1,000.00 (1 + 3.16%) 1 = 1,031.56
For the period October 7, 1992 - December 31, 1992:
T = (1,019.47 / 1,000.00) 1/.2328767 - 1
T = 8.6%
Therefore
1,000.00(1 + 8.6%) .2328767 = 1,019.47
<PAGE>
Performance for the Economic Sector Series, Commodity Series, Financial
Services Series, Contrarian Series and the global Fixed Income Series is not
included since the series have not commenced investment activities.
BLENDED ASSET SERIES I
For the year ended December 31, 1994:
T = (992.04 / 1,000.00) 1/1 - 1
T = (0.80)%
Therefore
1,000.00(1 - 0.80%) 1 = 992.04
For the period September 15, 1993 - December 31, 1993
T = (1,009.30 / 1,000.00) 1/.29589 - 1
T = 3.18%
Therefore
1,000.00 (1 + 3.18%) .29589 = 1,009.30
BLENDED ASSET SERIES II
For the year ended December 31, 1994:
T = (1,035.22 / 1,000.00) 1/1 - 1
T = 3.52%
Therefore
1,000.00(1 + 3.52%) 1 = 1,035.22
For the period October 12, 1993 - December 31, 1993:
T = (998.17 / 1,000.00) 1/.221917 - 1
T = (.82)%
Therefore
1,000.00 (1 - .82%) .221917 = 998.17
FLEXIBLE YIELD SERIES I
For the period February 15, 1994 - December 31, 1994:
T = (994.42 / 1,000.00) 1/.87671 - 1
T = (0.86)%
Therefore
1,000.00(1 - 0.86%) .87671 = 994.42
FLEXIBLE YIELD SERIES II
For the period February 15, 1994 - December 31, 1994:
T = (953.10 / 1,000.00) 1/.87671 - 1
T = (5.33)%
Therefore
1,000.00(1 - 5.33%) .87671 = 953.10
FLEXIBLE YIELD SERIES III
For the year ended December 31, 1994:
T = (941.72 / 1,000.00) 1/1 - 1
T = (5.83)%
Therefore
1,000.00(1 - 5.83%) 1 = 941.72
For the period December 2, 1993 - December 31, 1993:
T = (996.01 / 1,000.00) 1/.030137 - 1
T = (12.41)%
Therefore
1,000.00 (1 - 12.41%) .030137 = 996.01
<PAGE>
NEW YORK TAX EXEMPT SERIES
For the period January 17, 1994 - December 31, 1994:
T = (931.84 / 1,000.00) 1/.95616 - 1
T = (7.12)%
Therefore
1,000.00(1 - 7.12%) .95616 = 931.84
Ohio Tax Exempt Series
For the period February 14, 1994 - December 31, 1994:
T = (937.72 / 1,000.00) 1/.87945 - 1
T = (7.05)%
Therefore
1,000.00(1 - 7.05%) .87945 = 937.72
DIVERSIFIED TAX EXEMPT SERIES
For the period February 14, 1994 - December 31, 1994:
T = (946.14 / 1,000.00) 1/.87945 - 1
T = (6.10)%
Therefore
1,000.00(1 - 6.10%) .87945 = 946.14
<PAGE>
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] BLENDED ASSET SERIES I
[NUMBER] 11
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 21,251,881
[INVESTMENTS-AT-VALUE] 21,982,638
[RECEIVABLES] 555,043
[ASSETS-OTHER] 113,455
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 22,651,136
[PAYABLE-FOR-SECURITIES] 507,714
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 212,932
[TOTAL-LIABILITIES] 720,646
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 19,498,961
[SHARES-COMMON-STOCK] 1,831,743
[SHARES-COMMON-PRIOR] 1,588,453
[ACCUMULATED-NII-CURRENT] 274,768
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 1,426,004
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 730,757
[NET-ASSETS] 21,930,490
[DIVIDEND-INCOME] 84,263
[INTEREST-INCOME] 839,782
[OTHER-INCOME] 0
[EXPENSES-NET] 241,513
[NET-INVESTMENT-INCOME] 682,532
[REALIZED-GAINS-CURRENT] 1,431,876
[APPREC-INCREASE-CURRENT] 342,311
[NET-CHANGE-FROM-OPS] 2,456,719
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 730,167
[DISTRIBUTIONS-OF-GAINS] 296,105
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 514,345
[NUMBER-OF-SHARES-REDEEMED] 362,106
[SHARES-REINVESTED] 91,051
[NET-CHANGE-IN-ASSETS] 4,136,982
[ACCUMULATED-NII-PRIOR] 319,657
[ACCUMULATED-GAINS-PRIOR] 292,979
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 201,261
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 250,001
[AVERAGE-NET-ASSETS] 20,025,396
[PER-SHARE-NAV-BEGIN] 11.20
[PER-SHARE-NII] 0.390
[PER-SHARE-GAIN-APPREC] 1.010
[PER-SHARE-DIVIDEND] 0.442
[PER-SHARE-DISTRIBUTIONS] 0.188
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.97
[EXPENSE-RATIO] 1.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] BLENDED ASSET SERIES II
[NUMBER] 12
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 48,352,079
[INVESTMENTS-AT-VALUE] 50,861,761
[RECEIVABLES] 1,252,195
[ASSETS-OTHER] 139,500
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 52,253,456
[PAYABLE-FOR-SECURITIES] 1,269,130
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 61,960
[TOTAL-LIABILITIES] 1,331,090
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 41,743,977
[SHARES-COMMON-STOCK] 3,466,675
[SHARES-COMMON-PRIOR] 2,529,773
[ACCUMULATED-NII-CURRENT] 437,931
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 6,230,776
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,509,682
[NET-ASSETS] 50,922,366
[DIVIDEND-INCOME] 282,328
[INTEREST-INCOME] 1,235,671
[OTHER-INCOME] 0
[EXPENSES-NET] 483,954
[NET-INVESTMENT-INCOME] 1,034,045
[REALIZED-GAINS-CURRENT] 6,250,473
[APPREC-INCREASE-CURRENT] 48,699
[NET-CHANGE-FROM-OPS] 7,333,217
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1,092,397
[DISTRIBUTIONS-OF-GAINS] 1,048,673
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,218,144
[NUMBER-OF-SHARES-REDEEMED] 445,116
[SHARES-REINVESTED] 163,874
[NET-CHANGE-IN-ASSETS] 17,923,668
[ACCUMULATED-NII-PRIOR] 475,782
[ACCUMULATED-GAINS-PRIOR] 1,049,477
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 422,101
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 483,954
[AVERAGE-NET-ASSETS] 42,049,034
[PER-SHARE-NAV-BEGIN] 13.04
[PER-SHARE-NII] 0.325
[PER-SHARE-GAIN-APPREC] 2.130
[PER-SHARE-DIVIDEND] 0.393
[PER-SHARE-DISTRIBUTIONS] 0.412
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 14.69
[EXPENSE-RATIO] 1.15
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] DEFENSIVE SERIES
[NUMBER] 2
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 1,753,349
[INVESTMENTS-AT-VALUE] 1,779,329
[RECEIVABLES] 32,918
[ASSETS-OTHER] 2,005
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 1,814,252
[PAYABLE-FOR-SECURITIES] 11,276
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 38,940
[TOTAL-LIABILITIES] 50,216
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1,678,858
[SHARES-COMMON-STOCK] 164,649
[SHARES-COMMON-PRIOR] 72,442
[ACCUMULATED-NII-CURRENT] 31,890
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 27,308
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 25,980
[NET-ASSETS] 1,764,036
[DIVIDEND-INCOME] 2,092
[INTEREST-INCOME] 74,704
[OTHER-INCOME] 0
[EXPENSES-NET] 14,103
[NET-INVESTMENT-INCOME] 62,693
[REALIZED-GAINS-CURRENT] 27,310
[APPREC-INCREASE-CURRENT] 27,116
[NET-CHANGE-FROM-OPS] 117,119
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 41,851
[DISTRIBUTIONS-OF-GAINS] 6,511
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 166,901
[NUMBER-OF-SHARES-REDEEMED] 79,413
[SHARES-REINVESTED] 4,719
[NET-CHANGE-IN-ASSETS] 1,018,831
[ACCUMULATED-NII-PRIOR] 11,048
[ACCUMULATED-GAINS-PRIOR] 6,509
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 11,283
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 36,574
[AVERAGE-NET-ASSETS] 1,405,147
[PER-SHARE-NAV-BEGIN] 10.29
[PER-SHARE-NII] 0.426
[PER-SHARE-GAIN-APPREC] 0.447
[PER-SHARE-DIVIDEND] 0.385
[PER-SHARE-DISTRIBUTIONS] 0.068
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 10.71
[EXPENSE-RATIO] 1.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] DIVERSIFIED TAX EXEMPT SERIES
[NUMBER] 18
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 21917286
[INVESTMENTS-AT-VALUE] 23093418
[RECEIVABLES] 491393
[ASSETS-OTHER] 89950
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 23674761
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 23555
[TOTAL-LIABILITIES] 23555
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 22438636
[SHARES-COMMON-STOCK] 2233499
[SHARES-COMMON-PRIOR] 1655972
[ACCUMULATED-NII-CURRENT] 44809
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (8371)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1176132
[NET-ASSETS] 23651206
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 987519
[OTHER-INCOME] 0
[EXPENSES-NET] 134013
[NET-INVESTMENT-INCOME] 853506
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 670358
[NET-CHANGE-FROM-OPS] 1523864
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 843987
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 643012
[NUMBER-OF-SHARES-REDEEMED] 144215
[SHARES-REINVESTED] 78730
[NET-CHANGE-IN-ASSETS] 6702523
[ACCUMULATED-NII-PRIOR] 35290
[ACCUMULATED-GAINS-PRIOR] (8371)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 96872
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 134013
[AVERAGE-NET-ASSETS] 19467197
[PER-SHARE-NAV-BEGIN] 10.23
[PER-SHARE-NII] 0.434
[PER-SHARE-GAIN-APPREC] 0.361
[PER-SHARE-DIVIDEND] 0.435
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.59
[EXPENSE-RATIO] 0.69
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] FLEXIBLE YIELD SERIES I
[NUMBER] 13
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 633,560
[INVESTMENTS-AT-VALUE] 641,400
[RECEIVABLES] 23,570
[ASSETS-OTHER] 6,356
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 671,326
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 21,494
[TOTAL-LIABILITIES] 21,494
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 633,843
[SHARES-COMMON-STOCK] 62,539
[SHARES-COMMON-PRIOR] 47,974
[ACCUMULATED-NII-CURRENT] 10,842
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (2,693)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 7,840
[NET-ASSETS] 649,832
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 37,457
[OTHER-INCOME] 0
[EXPENSES-NET] 4,380
[NET-INVESTMENT-INCOME] 33,077
[REALIZED-GAINS-CURRENT] (2,250)
[APPREC-INCREASE-CURRENT] 4,259
[NET-CHANGE-FROM-OPS] 35,086
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 28,418
[DISTRIBUTIONS-OF-GAINS] 1,988
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 53,796
[NUMBER-OF-SHARES-REDEEMED] 42,043
[SHARES-REINVESTED] 2,812
[NET-CHANGE-IN-ASSETS] 156,935
[ACCUMULATED-NII-PRIOR] 5,336
[ACCUMULATED-GAINS-PRIOR] 2,392
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2,189
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 23,935
[AVERAGE-NET-ASSETS] 613,277
[PER-SHARE-NAV-BEGIN] 10.27
[PER-SHARE-NII] 0.505
[PER-SHARE-GAIN-APPREC] 0.099
[PER-SHARE-DIVIDEND] 0.456
[PER-SHARE-DISTRIBUTIONS] 0.028
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.39
[EXPENSE-RATIO] 0.70
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] FLEXIBLE YIELD SERIES II
[NUMBER] 14
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 672,468
[INVESTMENTS-AT-VALUE] 699,658
[RECEIVABLES] 24,868
[ASSETS-OTHER] 31,903
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 756,429
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 38,205
[TOTAL-LIABILITIES] 38,205
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 678,018
[SHARES-COMMON-STOCK] 70,205
[SHARES-COMMON-PRIOR] 47,655
[ACCUMULATED-NII-CURRENT] 8,569
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 4,447
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 27,190
[NET-ASSETS] 718,224
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 40,286
[OTHER-INCOME] 0
[EXPENSES-NET] 5,150
[NET-INVESTMENT-INCOME] 35,136
[REALIZED-GAINS-CURRENT] 5,404
[APPREC-INCREASE-CURRENT] 11,090
[NET-CHANGE-FROM-OPS] 51,630
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 36,179
[DISTRIBUTIONS-OF-GAINS] 382
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 46,530
[NUMBER-OF-SHARES-REDEEMED] 27,676
[SHARES-REINVESTED] 3,696
[NET-CHANGE-IN-ASSETS] 236,930
[ACCUMULATED-NII-PRIOR] 8,750
[ACCUMULATED-GAINS-PRIOR] 287
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2,897
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 23,939
[AVERAGE-NET-ASSETS] 646,559
[PER-SHARE-NAV-BEGIN] 10.10
[PER-SHARE-NII] 0.523
[PER-SHARE-GAIN-APPREC] 0.212
[PER-SHARE-DIVIDEND] 0.597
[PER-SHARE-DISTRIBUTIONS] 0.008
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.23
[EXPENSE-RATIO] 0.80
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] FLEXIBLE YIELD SERIES III
[NUMBER] 15
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 1,207,909
[INVESTMENTS-AT-VALUE] 1,294,501
[RECEIVABLES] 28,425
[ASSETS-OTHER] 43,084
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 1,366,010
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 20,729
[TOTAL-LIABILITIES] 20,729
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1,240,479
[SHARES-COMMON-STOCK] 129,274
[SHARES-COMMON-PRIOR] 108,427
[ACCUMULATED-NII-CURRENT] 17,515
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 695
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 86,592
[NET-ASSETS] 1,345,281
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 83,411
[OTHER-INCOME] 0
[EXPENSES-NET] 10,623
[NET-INVESTMENT-INCOME] 72,788
[REALIZED-GAINS-CURRENT] 1,966
[APPREC-INCREASE-CURRENT] 48,709
[NET-CHANGE-FROM-OPS] 123,463
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 73,237
[DISTRIBUTIONS-OF-GAINS] 4,865
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 76,364
[NUMBER-OF-SHARES-REDEEMED] 62,307
[SHARES-REINVESTED] 6,790
[NET-CHANGE-IN-ASSETS] 247,417
[ACCUMULATED-NII-PRIOR] 16,958
[ACCUMULATED-GAINS-PRIOR] 4,600
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 6,249
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 28,459
[AVERAGE-NET-ASSETS] 1,243,044
[PER-SHARE-NAV-BEGIN] 10.13
[PER-SHARE-NII] 0.580
[PER-SHARE-GAIN-APPREC] 0.355
[PER-SHARE-DIVIDEND] 0.610
[PER-SHARE-DISTRIBUTIONS] 0.045
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.41
[EXPENSE-RATIO] 0.85
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] GLOBAL FIXED INCOME SERIES
[NUMBER] 10
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] NOV-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 2-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 123307464
[INVESTMENTS-AT-VALUE] 123831824
[RECEIVABLES] 3144372
[ASSETS-OTHER] 368530
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 127344726
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 173085
[TOTAL-LIABILITIES] 173085
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 125688985
[SHARES-COMMON-STOCK] 12568715
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 21366
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 19667
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1441623
[NET-ASSETS] 127171641
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 1244662
[OTHER-INCOME] 0
[EXPENSES-NET] 232739
[NET-INVESTMENT-INCOME] 1011923
[REALIZED-GAINS-CURRENT] 11482
[APPREC-INCREASE-CURRENT] 1441623
[NET-CHANGE-FROM-OPS] 2465028
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 982372
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 12643992
[NUMBER-OF-SHARES-REDEEMED] 172086
[SHARES-REINVESTED] 96809
[NET-CHANGE-IN-ASSETS] 127171641
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 209630
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 232739
[AVERAGE-NET-ASSETS] 125739628
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0.081
[PER-SHARE-GAIN-APPREC] 0.118
[PER-SHARE-DIVIDEND] 0.079
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.12
[EXPENSE-RATIO] 1.09
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] INTERNATIONAL SERIES
[NUMBER] 7
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 146474365
[INVESTMENTS-AT-VALUE] 195218227
[RECEIVABLES] 1415341
[ASSETS-OTHER] 2946372
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 199579940
[PAYABLE-FOR-SECURITIES] 46061
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 278010
[TOTAL-LIABILITIES] 324071
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 147695277
[SHARES-COMMON-STOCK] 15235031
[SHARES-COMMON-PRIOR] 12939100
[ACCUMULATED-NII-CURRENT] (51917)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 2126327
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 49486182
[NET-ASSETS] 199255869
[DIVIDEND-INCOME] 2808217
[INTEREST-INCOME] 1274181
[OTHER-INCOME] 0
[EXPENSES-NET] 1950881
[NET-INVESTMENT-INCOME] 2131517
[REALIZED-GAINS-CURRENT] 18953046
[APPREC-INCREASE-CURRENT] 20653854
[NET-CHANGE-FROM-OPS] 41738417
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 2124831
[DISTRIBUTIONS-OF-GAINS] 19807200
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1557079
[NUMBER-OF-SHARES-REDEEMED] 956763
[SHARES-REINVESTED] 1695615
[NET-CHANGE-IN-ASSETS] 49924520
[ACCUMULATED-NII-PRIOR] 110482
[ACCUMULATED-GAINS-PRIOR] 2811395
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1804670
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1950881
[AVERAGE-NET-ASSETS] 179300575
[PER-SHARE-NAV-BEGIN] 11.54
[PER-SHARE-NII] 0.154
[PER-SHARE-GAIN-APPREC] 2.992
[PER-SHARE-DIVIDEND] 0.150
[PER-SHARE-DISTRIBUTIONS] 1.456
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 13.08
[EXPENSE-RATIO] 1.08
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] MAXIMUM HORIZON SERIES
[NUMBER] 5
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 9,891,254
[INVESTMENTS-AT-VALUE] 9,865,452
[RECEIVABLES] 19,016
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 9,884,468
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 32,774
[TOTAL-LIABILITIES] 32,774
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8,841,077
[SHARES-COMMON-STOCK] 691,741
[SHARES-COMMON-PRIOR] 138,282
[ACCUMULATED-NII-CURRENT] 29,439
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 1,006,980
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (25,802)
[NET-ASSETS] 9,851,694
[DIVIDEND-INCOME] 66,023
[INTEREST-INCOME] 53,893
[OTHER-INCOME] 0
[EXPENSES-NET] 67,385
[NET-INVESTMENT-INCOME] 52,531
[REALIZED-GAINS-CURRENT] 1,008,486
[APPREC-INCREASE-CURRENT] (64,888)
[NET-CHANGE-FROM-OPS] 996,129
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 26,434
[DISTRIBUTIONS-OF-GAINS] 11,941
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 604,488
[NUMBER-OF-SHARES-REDEEMED] 54,012
[SHARES-REINVESTED] 2,983
[NET-CHANGE-IN-ASSETS] 8,277,703
[ACCUMULATED-NII-PRIOR] 3,342
[ACCUMULATED-GAINS-PRIOR] 10,435
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 56,154
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 87,068
[AVERAGE-NET-ASSETS] 5,526,057
[PER-SHARE-NAV-BEGIN] 11.38
[PER-SHARE-NII] 0.101
[PER-SHARE-GAIN-APPREC] 2.919
[PER-SHARE-DIVIDEND] 0.082
[PER-SHARE-DISTRIBUTIONS] 0.078
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 14.24
[EXPENSE-RATIO] 1.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] NEW YORK TAX EXEMPT
[NUMBER] 16
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 43141169
[INVESTMENTS-AT-VALUE] 45133037
[RECEIVABLES] 579975
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 45713012
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 31695
[TOTAL-LIABILITIES] 31695
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 43611215
[SHARES-COMMON-STOCK] 4403651
[SHARES-COMMON-PRIOR] 3741281
[ACCUMULATED-NII-CURRENT] 98046
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (19812)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1991868
[NET-ASSETS] 45681317
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2059931
[OTHER-INCOME] 0
[EXPENSES-NET] 252765
[NET-INVESTMENT-INCOME] 1807166
[REALIZED-GAINS-CURRENT] 632
[APPREC-INCREASE-CURRENT] 1603090
[NET-CHANGE-FROM-OPS] 3410888
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 1768897
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 880742
[NUMBER-OF-SHARES-REDEEMED] 389781
[SHARES-REINVESTED] 171409
[NET-CHANGE-IN-ASSETS] 8356439
[ACCUMULATED-NII-PRIOR] 59777
[ACCUMULATED-GAINS-PRIOR] (20444)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 207477
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 252765
[AVERAGE-NET-ASSETS] 41504281
[PER-SHARE-NAV-BEGIN] 9.98
[PER-SHARE-NII] 0.431
[PER-SHARE-GAIN-APPREC] 0.384
[PER-SHARE-DIVIDEND] 0.425
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.37
[EXPENSE-RATIO] 0.61
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] OHIO EXEMPT SERIES
[NUMBER] 17
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 8714837
[INVESTMENTS-AT-VALUE] 9249591
[RECEIVABLES] 74135
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 9323726
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 17748
[TOTAL-LIABILITIES] 17748
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8764450
[SHARES-COMMON-STOCK] 883723
[SHARES-COMMON-PRIOR] 756391
[ACCUMULATED-NII-CURRENT] 7553
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (779)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 534754
[NET-ASSETS] 9305978
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 449703
[OTHER-INCOME] 0
[EXPENSES-NET] 68917
[NET-INVESTMENT-INCOME] 380786
[REALIZED-GAINS-CURRENT] (779)
[APPREC-INCREASE-CURRENT] 296013
[NET-CHANGE-FROM-OPS] 676020
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 375341
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 312374
[NUMBER-OF-SHARES-REDEEMED] 219088
[SHARES-REINVESTED] 34046
[NET-CHANGE-IN-ASSETS] 1608423
[ACCUMULATED-NII-PRIOR] 2108
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 43617
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 68917
[AVERAGE-NET-ASSETS] 8699682
[PER-SHARE-NAV-BEGIN] 10.18
[PER-SHARE-NII] 0.446
[PER-SHARE-GAIN-APPREC] 0.344
[PER-SHARE-DIVIDEND] 0.440
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.53
[EXPENSE-RATIO] 0.79
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] SMALL CAP SERIES
[NUMBER] 1
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 124138613
[INVESTMENTS-AT-VALUE] 122384002
[RECEIVABLES] 114743
[ASSETS-OTHER] 138871
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 122637616
[PAYABLE-FOR-SECURITIES] 874372
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 163218
[TOTAL-LIABILITIES] 1037590
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 116576882
[SHARES-COMMON-STOCK] 10087625
[SHARES-COMMON-PRIOR] 8326380
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 6748399
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (1725255)
[NET-ASSETS] 121600026
[DIVIDEND-INCOME] 519431
[INTEREST-INCOME] 597626
[OTHER-INCOME] 0
[EXPENSES-NET] 1258555
[NET-INVESTMENT-INCOME] (141498)
[REALIZED-GAINS-CURRENT] 21344730
[APPREC-INCREASE-CURRENT] (8858291)
[NET-CHANGE-FROM-OPS] 12344941
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 105557
[DISTRIBUTIONS-OF-GAINS] 13616840
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1150766
[NUMBER-OF-SHARES-REDEEMED] 509007
[SHARES-REINVESTED] 1119486
[NET-CHANGE-IN-ASSETS] 20911599
[ACCUMULATED-NII-PRIOR] 82416
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 814852
[GROSS-ADVISORY-FEES] 1169030
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1258555
[AVERAGE-NET-ASSETS] 116173298
[PER-SHARE-NAV-BEGIN] 12.09
[PER-SHARE-NII] (0.015)
[PER-SHARE-GAIN-APPREC] 1.502
[PER-SHARE-DIVIDEND] (0.009)
[PER-SHARE-DISTRIBUTIONS] 1.518
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.05
[EXPENSE-RATIO] 1.07
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] TAX MANAGED SERIES
[NUMBER] 8
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] OCT-31-1997
[PERIOD-START] NOV-01-1996
[PERIOD-END] OCT-31-1997
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 393,962
[INVESTMENTS-AT-VALUE] 483,570
[RECEIVABLES] 55,964
[ASSETS-OTHER] 43,355
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 582,889
[PAYABLE-FOR-SECURITIES] 35,529
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 23,163
[TOTAL-LIABILITIES] 58,692
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 420,386
[SHARES-COMMON-STOCK] 34,491
[SHARES-COMMON-PRIOR] 19,300
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 14,203
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 89,608
[NET-ASSETS] 524,197
[DIVIDEND-INCOME] 2,581
[INTEREST-INCOME] 1,172
[OTHER-INCOME] 0
[EXPENSES-NET] 4,042
[NET-INVESTMENT-INCOME] (289)
[REALIZED-GAINS-CURRENT] 14,448
[APPREC-INCREASE-CURRENT] 58,457
[NET-CHANGE-FROM-OPS] 72,616
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 16,041
[NUMBER-OF-SHARES-REDEEMED] 850
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 299,817
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (245)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 3,368
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 27,245
[AVERAGE-NET-ASSETS] 338,590
[PER-SHARE-NAV-BEGIN] 11.63
[PER-SHARE-NII] (0.008)
[PER-SHARE-GAIN-APPREC] 3.578
[PER-SHARE-DIVIDEND] 0.00
[PER-SHARE-DISTRIBUTIONS] 0.00
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 15.20
[EXPENSE-RATIO] 1.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
[ARTICLE] 6
[LEGEND]
[RESTATED]
[CIK] 0000751173
[NAME] MANNING & NAPIER FUND, INC.
[SERIES]
[NAME] WORLD OPPORTUNITIES SERIES
[NUMBER] 19
[MULTIPLIER] 1
[CURRENCY] 1
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[PERIOD-TYPE] 12-MOS
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 96168620
[INVESTMENTS-AT-VALUE] 91654926
[RECEIVABLES] 720644
[ASSETS-OTHER] 2968901
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 95344471
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 129520
[TOTAL-LIABILITIES] 129520
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 98634359
[SHARES-COMMON-STOCK] 9755164
[SHARES-COMMON-PRIOR] 7418858
[ACCUMULATED-NII-CURRENT] 183266
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 461471
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (4064145)
[NET-ASSETS] 95214951
[DIVIDEND-INCOME] 1435732
[INTEREST-INCOME] 360982
[OTHER-INCOME] 0
[EXPENSES-NET] 1062856
[NET-INVESTMENT-INCOME] 733858
[REALIZED-GAINS-CURRENT] 11636976
[APPREC-INCREASE-CURRENT] (7176949)
[NET-CHANGE-FROM-OPS] 5193885
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 730313
[DISTRIBUTIONS-OF-GAINS] 11273357
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1618889
[NUMBER-OF-SHARES-REDEEMED] 543078
[SHARES-REINVESTED] 1260495
[NET-CHANGE-IN-ASSETS] 17876631
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 21631
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 923011
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1062856
[AVERAGE-NET-ASSETS] 91501822
[PER-SHARE-NAV-BEGIN] 10.42
[PER-SHARE-NII] 0.086
[PER-SHARE-GAIN-APPREC] 0.669
[PER-SHARE-DIVIDEND] 0.086
[PER-SHARE-DISTRIBUTIONS] 1.329
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.76
[EXPENSE-RATIO] 1.15
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
