As filed with the Securities and Exchange Commission on November 2, 2020
Securities Act File No. 333-238550
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
Registration Statement Under The Securities Act Of 1933 ☒
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 1 ☒
Manning & Napier Fund, Inc.
(Exact Name of Registrant Specified in Charter)
290 Woodcliff Drive
Fairport, NY 14450
(Address of Principal Executive Offices) (Zip Code)
(585) 325-6880
(Registrant’s Area Code and Telephone Number)
Paul J. Battaglia
c/o Manning & Napier Fund, Inc.
290 Woodcliff Drive
Fairport, NY 14450
(Name and Address of Agent for Service)
With copies to:
Timothy W. Levin, Esquire
Morgan, Lewis & Bockius, LLP
1701 Market St.
Philadelphia, PA 19103
No filing fee is required under the Securities Act of 1933, as amended, because an indefinite number of shares of beneficial interest have previously been registered pursuant to Section 24(f) of the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, as amended.
This Post-Effective Amendment No. 1 to Manning & Napier Fund’s Registration Statement on Form N-14 (File No. 333-238550) is being made solely for the purpose of adding the final tax opinion as Exhibit (12) to Part C of the Registration Statement. No information contained in Parts A or B of the Registration Statement, which are incorporated herein by reference in their entirety, is amended, deleted or superseded hereby.
PART C
Item 15. 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.
The Directors and Officers of the Registrant are covered parties under a Directors & Officers/Errors & Omissions insurance policy issued by St. Paul Fire & Marine Insurance Company, Federal Insurance Company, Arch Insurance Company, Continental Casualty Company and Berkley Regional 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 17. Undertakings
(1) The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant 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, as amended, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Fairport and State of New York, on the 2nd day of November, 2020.
Manning & Napier Fund, Inc.
(Registrant)
By /s/ Paul J. Battaglia
Paul J. Battaglia
President
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the dates indicated.
Signature | Title | Date |
/s/ Paul J. Battaglia Paul J. Battaglia | President, Principal Executive Officer, Director | November 2, 2020 |
* Stephen B. Ashley | Director | November 2, 2020 |
* Paul A. Brooke | Director | November 2, 2020 |
* Peter L. Faber | Director | November 2, 2020 |
* Harris H. Rusitzky | Director | November 2, 2020 |
* Russell O. Vernon | Director | November 2, 2020 |
* Chester N. Watson | Director | November 2, 2020 |
/s/ Troy Statczar Troy Statczar | Principal Financial Officer, Chief Financial Officer, Treasurer | November 2, 2020 |
* By: /s/ Paul J. Battaglia Paul J. Battaglia |
Pursuant to powers of attorney dated April 22, 2020. See Exhibit (16)(a)(1) of this Registration Statement.
EXHIBIT INDEX
(12)(a)(1) | Opinion of Morgan, Lewis & Bockius LLP regarding certain tax matters |