Manning & Napier Fund, Inc.
290 Woodcliff Drive
Fairport, NY 14450
July 6, 2017
VIA EDGAR
Filing Room
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Manning & Napier Fund, Inc. (the “Fund”) |
(File No. 333-217358)
Dear Sir or Madam:
This letter serves to provide our responses to the comments of the SEC Staff (the “Staff”) received via telephone on July 6, 2017 regarding the Fund’s registration statement on Form N-14 (the “Registration Statement”), filed with the SEC on April 18, 2017 as well as pre-effective amendment numbers 1 and 2 to such Registration Statement, filed with the SEC on May 24, 2017 and July 3, 2017, respectively, with respect to the proposed reorganization of the Rainier International Discovery Fund (the “Acquired Series”), a series of Rainier Investment Management Mutual Funds (the “Acquired Company”), into the Rainier International Discovery Series (the “Surviving Series,” and, together with the Acquired Series, the “Series”), a new series of the Fund (the “Reorganization”). The Surviving Series will be advised by Manning & Napier Advisors, LLC (“MNA”) and sub-advised by Rainier Investment Management, LLC (“Rainier”), the investment advisor of the Acquired Series. Capitalized terms not defined herein should be given the meaning provided in the Registration Statement.
1) Comment: Please confirm that the executed Opinion of Morgan, Lewis & Bockius LLP (“Fund Counsel”) regarding the tax consequences of the Reorganization to be filed in connection with the Reorganization will include language that investors are entitled to rely on the opinion.
Response: Confirmed. Fund Counsel has agreed to revise the opinion to reflect that each Series’ shareholders can rely on the opinion.
2) Comment: Please confirm that the executed opinion of Fund Counsel regarding the tax consequences of the Reorganization will be filed promptly after the closing of the Reorganization.
Response: Confirmed. The Fund will file, by post-effective amendment, an opinion of counsel regarding the tax consequences of the Reorganization promptly after the closing of the Reorganization.
Please call me if you have any questions relating to the above. I can be reached at (585) 325-6880.
Sincerely,
/s/Amy J. Williams
Amy J. Williams
Assistant Corporate Secretary
| cc: | Kimberly Browning, Securities and Exchange Commission |
Timothy Levin, Morgan, Lewis & Bockius LLP
Richard Yates, Manning & Napier Advisors, LLC
