Manning & Napier Fund NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)


290 Woodcliff Drive, Fairport, NY		14450
(Address of principal executive offices)		(Zip Code)

B. Reuben Auspitz

290 Woodcliff Drive,

Fairport, NY 14450

(Name and address of agent for service)

Registrant’s telephone number, including area code: 585-325-6880

Date of fiscal year end: October 31, 2009

Date of reporting period: November 1, 2008 through April 30, 2009

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1:

REPORTS TO STOCKHOLDERS

Manning & Napier Fund, Inc.


EQUITY SERIES		\|		Semi-Annual Report - April 30, 2009

LOGO

Shareholder Expense Example (unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09
Actual	$	1,000.00	$	1,015.50	$	5.25
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.59	$	5.26

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


1

Portfolio Composition as of April 30, 2009 (unaudited)

Sector Allocation¹

LOGO

¹As a percentage of net assets.


		2

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS - 93.5%

Consumer Discretionary - 17.0%
Hotels, Restaurants & Leisure - 4.5%
Carnival Corp.	776,560	$	20,873,933
International Game Technology	703,970		8,694,029

			29,567,962

Household Durables - 1.4%
Fortune Brands, Inc.	232,200		9,127,782

Media - 4.7%
Comcast Corp. - Class A	682,860		10,557,016
The Walt Disney Co.	928,070		20,324,733

			30,881,749

Multiline Retail - 2.4%
Kohl’s Corp.*	145,640		6,604,774
Nordstrom, Inc.	397,810		9,002,440

			15,607,214

Specialty Retail - 4.0%
Dick’s Sporting Goods, Inc.*	457,880		8,699,720
The Home Depot, Inc.	182,890		4,813,665
Lowe’s Companies, Inc.	231,270		4,972,305
The Sherwin-Williams Co.	134,980		7,645,267

			26,130,957

Total Consumer Discretionary			111,315,664


Consumer Staples - 3.8%
Food Products - 3.8%
Dean Foods Co.*	284,810		5,895,567
General Mills, Inc.	186,110		9,433,916
Kellogg Co.	235,000		9,895,850

Total Consumer Staples			25,225,333


Energy - 3.8%
Energy Equipment & Services - 3.8%
Baker Hughes, Inc.	299,450		10,654,431
Weatherford International Ltd.*	844,770		14,048,525

Total Energy			24,702,956

Financials - 6.0%
Capital Markets - 3.5%
Federated Investors, Inc. - Class B	372,950		8,533,096
SEI Investments Co.	1,043,490		14,640,165

			23,173,261


3		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS (continued)

Financials (continued)
Consumer Finance - 2.5%
American Express Co.	636,940	$	16,063,627

Total Financials			39,236,888

Health Care - 17.1%
Biotechnology - 0.8%
Genzyme Corp.*	94,340		5,031,152

Health Care Equipment & Supplies - 4.0%
Becton, Dickinson & Co.	252,670		15,281,482
Inverness Medical Innovations, Inc.*	347,210		11,211,411

			26,492,893

Health Care Providers & Services - 2.2%
Quest Diagnostics, Inc.	286,300		14,695,779

Health Care Technology - 3.0%
Cerner Corp.*	181,620		9,771,156
Eclipsys Corp.*	770,570		10,171,524

			19,942,680

Life Sciences Tools & Services - 4.6%
Millipore Corp.*	119,340		7,052,994
PerkinElmer, Inc.	861,560		12,552,929
Thermo Fisher Scientific, Inc.*	304,180		10,670,634

			30,276,557

Pharmaceuticals - 2.5%
Johnson & Johnson	306,060		16,025,302

Total Health Care			112,464,363

Industrials - 16.1%
Air Freight & Logistics - 6.8%
FedEx Corp.	399,180		22,338,113
United Parcel Service, Inc. - Class B	418,660		21,912,664

			44,250,777

Airlines - 3.3%
Southwest Airlines Co.	3,081,520		21,509,010

Industrial Conglomerates - 2.6%
3M Co.	294,500		16,963,200

Machinery - 1.8%
PACCAR, Inc.	336,300		11,918,472


The accompanying notes are an integral part of the financial statements.		4

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS (continued)

Industrials (continued)
Road & Rail - 1.6%
Heartland Express, Inc.	172,670	$	2,581,416
J.B. Hunt Transport Services, Inc.	186,220		5,236,506
Knight Transportation, Inc.	168,970		2,987,390

			10,805,312

Total Industrials			105,446,771

Information Technology - 24.2%
Communications Equipment - 4.8%
Cisco Systems, Inc.*	1,363,060		26,334,319
Juniper Networks, Inc.*	224,910		4,869,301

			31,203,620

Computers & Peripherals - 3.2%
EMC Corp.*	1,665,330		20,866,585

Internet Software & Services - 4.4%
Google, Inc. - Class A*	72,950		28,886,012

IT Services - 1.4%
Automatic Data Processing, Inc.	263,640		9,280,128

Semiconductors & Semiconductor Equipment - 2.3%
KLA-Tencor Corp.	290,020		8,045,155
Lam Research Corp.*	257,330		7,174,360

			15,219,515

Software - 8.1%
Autodesk, Inc.*	555,940		11,085,444
Electronic Arts, Inc. (EA)*	675,400		13,744,390
Microsoft Corp.	1,076,560		21,811,106
Salesforce.com, Inc.*	145,400		6,224,574

			52,865,514

Total Information Technology			158,321,374

Materials - 5.5%
Chemicals - 2.3%
Ecolab, Inc.	109,260		4,211,973
Monsanto Co.	125,380		10,643,508

			14,855,481

Paper & Forest Products - 3.2%
Weyerhaeuser Co.	601,720		21,216,647

Total Materials			36,072,128

TOTAL COMMON STOCKS (Identified Cost $683,636,270)			612,785,477


5		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares/* *Principal Amount*		*Value* *(Note 2)*


SHORT-TERM INVESTMENTS - 8.4%
Dreyfus Cash Management, Inc. - Institutional Shares		34,835,496	$	34,835,496
Federal Home Loan Bank Discount Note, 6/2/2009	$	20,000,000		19,998,166

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $54,833,718)				54,833,662

TOTAL INVESTMENTS - 101.9% (Identified Cost $738,469,988)				667,619,139
LIABILITIES, LESS OTHER ASSETS - (1.9%)				(12,588,715	)

NET ASSETS - 100%			$	655,030,424

*Non-income producing security


The accompanying notes are an integral part of the financial statements.		6

Statement of Assets and Liabilities (unaudited)

April 30, 2009



ASSETS:

Investments, at value (identified cost $738,469,988) (Note 2)	$	667,619,139
Receivable for securities sold		3,327,302
Receivable for fund shares sold		3,142,535
Dividends receivable		401,082

TOTAL ASSETS		674,490,058

LIABILITIES:

Accrued management fees (Note 3)		465,627
Accrued Chief Compliance Officer service fees (Note 3)		506
Accrued fund accounting and transfer agent fees (Note 3)		202
Payable for securities purchased		18,386,733
Payable for fund shares repurchased		593,448
Other payables and accrued expenses		13,118

TOTAL LIABILITIES		19,459,634

TOTAL NET ASSETS	$	655,030,424

NET ASSETS CONSIST OF:

Capital stock	$	486,450
Additional paid-in-capital		803,003,514
Undistributed net investment income		481,979
Accumulated net realized loss on investments		(78,090,670	)
Net unrealized depreciation on investments		(70,850,849	)

TOTAL NET ASSETS	$	655,030,424

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($655,030,424/48,644,988 shares)	$	13.47


7		The accompanying notes are an integral part of the financial statements.

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2009



INVESTMENT INCOME:

Dividends	$	3,948,979
Interest		30,963

Total Investment Income		3,979,942

EXPENSES:

Management fees (Note 3)		2,439,192
Fund accounting and transfer agent fees (Note 3)		170,536
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		13,884
Miscellaneous		58,341

Total Expenses		2,689,562
Less reduction of expenses (Note 3)		(121,812	)

Net Expenses		2,567,750

NET INVESTMENT INCOME		1,412,192

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized loss on investments		(39,928,726	)
Net change in unrealized depreciation on investments		60,262,143


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		20,333,417

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	21,745,609


The accompanying notes are an integral part of the financial statements.		8

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/09 *(unaudited)*			*For the* Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,412,192		$	1,941,118
Net realized loss on investments		(39,928,726	)		(38,140,400	)
Net change in unrealized depreciation on investments		60,262,143			(134,982,408	)

Net increase (decrease) from operations		21,745,609			(171,181,690	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(2,526,440	)		(750,464	)
From net realized gain on investments		—			(7,613,462	)

Total distributions to shareholders		(2,526,440	)		(8,363,926	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		134,228,243			490,102,429

Net increase in net assets		153,447,412			310,556,813

NET ASSETS:

Beginning of period		501,583,012			191,026,199

End of period (including undistributed net investment income of $481,979 and $1,596,227, respectively)	$	655,030,424		$	501,583,012


9		The accompanying notes are an integral part of the financial statements.

Financial Highlights


	*For the Six* *Months Ended* *4/30/09* *(unaudited)*	*For the Years Ended*
		*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$13.34	$21.43	$19.19	$17.24	$15.63	$13.42

Income (loss) from investment operations:
Net investment income (loss)	0.03	0.07	0.06	0.04	(0.01)	(0.01)
Net realized and unrealized gain (loss) on investments	0.17	(7.35)	2.65	3.25	2.45	2.23

Total from investment operations	0.20	(7.28)	2.71	3.29	2.44	2.22

Less distributions to shareholders:
From net investment income	(0.07)	(0.07)	(0.05)	—	—	(0.01)
From net realized gain on investments	—	(0.74)	(0.42)	(1.34)	(0.83)	—

Total distributions to shareholders	(0.07)	(0.81)	(0.47)	(1.34)	(0.83)	(0.01)

Net asset value - End of period	$13.47	$13.34	$21.43	$19.19	$17.24	$15.63

Net assets - End of period (000's omitted)	$655,030	$501,583	$191,026	$8,310	$2,714	$1,769

Total return¹	1.55%	(35.09%)	14.37%	20.36%	16.05%	16.52%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.05%²	1.05%	1.05%	1.05%	1.05%	1.05%
Net investment income (loss)	0.58%²	0.56%	0.45%	0.35%	(0.04%)	(0.06%)
Portfolio turnover	31%	63%	44%	55%	57%	60%

*The investment advisor did not impose all or a portion of its management fee and fund accounting and transfer agent fees and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
	0.05%²	0.06%	0.11%	1.24%	2.33%	2.85%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the period. Periods less than one year are not annualized.

²Annualized.


The accompanying notes are an integral part of the financial statements.		10

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Equity Series (the “Series”) is a no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The Series’ investment objective is to provide long-term growth of capital, primarily through investments in U.S. common stocks.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2009, 4.5 billion shares have been designated in total among 28 series, of which 125 million have been designated as Equity Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Portfolio securities, including domestic equities, foreign equities, warrants and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund’s pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price.

Securities for which representative valuations or prices are not available from the Fund’s pricing service may be valued at fair value. Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”).

In September 2006, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) was issued, effective for fiscal years beginning after November 15, 2007. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 became effective for the Series as of November 1, 2008, the beginning of its current fiscal year. The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Series’ assets as of April 30, 2009:


*Valuation Inputs*	Investments In Securities		Other Financial Instruments*
Level 1 – Quoted Prices	$	647,620,973	$	—
Level 2 – Other Significant Observable Inputs		19,998,166		—
Level 3 – Significant Unobservable Inputs		—		—

Total	$	667,619,139	$	—

*Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of April 30, 2009, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2008 or April 30, 2009.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

Expenses are recorded on an accrual basis. Most expenses of the Fund can be attributed to a specific series. Expenses which cannot be directly attributed are apportioned among the series in the Fund in such a manner as deemed equitable by the Fund’s Board, taking into consideration, among other things, the nature and type of expense.

The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Federal Taxes

The Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income tax or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.


		12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

measured and recognized in the financial statements. Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements to comply with the provisions of FIN 48. The Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2005 through October 31, 2008.

Distributions of Income and Gains

Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date.

Indemnifications

The Fund’s organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series’ average daily net assets.

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended for each active series of the Fund plus a fee for each committee meeting attended.


13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

year. Accordingly, the Advisor waived fees of $115,920 for the six months ended April 30, 2009, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. The services of Manning & Napier Investor Services, Inc. are provided at no additional cost to the Series.

For fund accounting and transfer agent services, the Fund pays the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $5,892, which is included as a reduction of expenses on the Statement of Operations.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2009, purchases and sales of securities, other than United States Government securities and short-term securities, were $278,039,420 and $149,530,220, respectively. There were no purchases or sales of United States Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount

Sold	22,219,911		$	263,842,509		36,287,140		$	619,884,035
Reinvested	81,554			954,994		428,960			8,180,272
Repurchased	(11,269,682	)		(130,569,260	)	(8,016,843	)		(137,961,878	)

Total	11,031,783		$	134,228,243		28,699,257		$	490,102,429

At April 30, 2009, the retirement plan of the advisor and its affiliates owned 249,833 shares of the Series (0.5% of shares outstanding) valued at $3,365,251.

6.	FINANCIAL INSTRUMENTS

The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on April 30, 2009.


		14

Notes to Financial Statements (unaudited)

7.	FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. No such investments were held by the Series on April 30, 2009.

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2008 were as follows:


Ordinary income	$	7,621,863
Long-term capital gains		742,063

At October 31, 2008, the Series had a capital loss carryover of $36,496,456, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2016.

At April 30, 2009, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:


Cost for federal income tax purposes	$	740,083,040

Unrealized appreciation	$	24,951,009
Unrealized depreciation		(97,414,910	)

Net unrealized depreciation	$	(72,463,901	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS


15

Notes to Financial Statements (unaudited)

9.	RECENT ACCOUNTING PRONOUNCEMENTS (continued)

perform under the credit derivative, and the current status of the payment performance risk of the credit derivative, (ii) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (iii) the fair value of the credit derivative, and (iv) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. Management has concluded that the adoption of FAS 133-1 and FIN 45-4 does not have an effect on the Series’ financial statements as the Series did not hold any credit derivatives or guarantees as of April 30, 2009.

In March 2008, FASB Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”) was issued and is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Series’ derivative and hedging activities, including how such activities are accounted for and their effect on the Series’ financial position and performance. Management is currently evaluating the impact of the adoption of FAS 161, but it is not expected to materially impact the Series’ financial statements.


		16

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 5, 2008, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, Inc. (the “Advisor”) was reviewed by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and reviewed by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2008 Annual Review of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

•

The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 22 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

•

The Board considered the investment performance of the various Series of the Fund. The investment performance for each Series was reviewed on a cumulative basis since inception and on a one year basis. In addition, annualized performance for the following time periods was considered: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided for each time period. The Board noted that the various Series were competitive against their respective benchmarks and/or peer groups over various time periods, but in particular over the full market cycle period relevant for the Series. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Fund’s actual performance and comparative performance, especially performance over the current market cycle.

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 15 of the 25 active Series of the Fund are


17

Renewal of Investment Advisory Agreement (unaudited)

currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

•

The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the High Yield Bond Series, Global Fixed Income Series and the Target Series Class R and Class C, are currently below the median and mean for similar funds as listed on Morningstar. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

•

The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research products provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

•

In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, and reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

•

The Board did not consider economies of scale at this time because of the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.


		18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

The Series’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


19

Manning & Napier Fund, Inc.


TAX MANAGED SERIES		\|		Semi-Annual Report - April 30, 2009

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09
Actual	$	1,000.00	$	1,002.00	$	5.96
Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.84	$	6.01

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


1

Portfolio Composition as of April 30, 2009 (unaudited)

Sector Allocation¹

LOGO

¹As a percentage of net assets.


		2

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS - 96.3%
Consumer Discretionary - 12.5%
Hotels, Restaurants & Leisure - 3.6%
Carnival Corp.	19,060	$	512,333
International Game Technology	21,050		259,967

			772,300

Media - 3.6%
Comcast Corp. - Class A	17,970		277,816
The Walt Disney Co.	21,710		475,449

			753,265

Multiline Retail - 1.5%
Nordstrom, Inc.	13,970		316,141

Specialty Retail - 3.8%
Dick's Sporting Goods, Inc.*	15,350		291,650
The Home Depot, Inc.	4,670		122,914
Lowe's Companies, Inc.	7,170		154,155
The Sherwin-Williams Co.	4,140		234,490

			803,209

Total Consumer Discretionary			2,644,915


Consumer Staples - 9.8%
Food Products - 8.7%
Dean Foods Co.*	8,810		182,367
General Mills, Inc.	5,470		277,274
Kellogg Co.	7,210		303,613
Nestle S.A. (Switzerland) (Note 7)	12,140		397,503
Unilever plc - ADR (United Kingdom) (Note 7)	34,860		678,376

			1,839,133

Personal Products - 1.1%
L'Oreal S.A. (France) (Note 7)	3,320		238,134

Total Consumer Staples			2,077,267


Energy - 3.7%
Energy Equipment & Services - 3.7%
Baker Hughes, Inc.	8,980		319,508
National-Oilwell Varco, Inc.*	2,752		83,331
Weatherford International Ltd.*	23,320		387,812

Total Energy			790,651


Financials - 4.9%
Capital Markets - 2.5%
Federated Investors, Inc. - Class B	10,100		231,088
SEI Investments Co.	21,270		298,418

			529,506


3		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Consumer Finance - 2.4%
American Express Co.	19,610	$	494,564

Total Financials			1,024,070


Health Care - 14.5%
Biotechnology - 0.6%
Genzyme Corp.*	2,450		130,658

Health Care Equipment & Supplies - 2.8%
Becton, Dickinson & Co.	5,420		327,802
Inverness Medical Innovations, Inc.*	8,290		267,684

			595,486

Health Care Providers & Services - 2.0%
Quest Diagnostics, Inc.	8,270		424,499

Health Care Technology - 1.2%
Cerner Corp.*	4,610		248,018

Life Sciences Tools & Services - 4.3%
Lonza Group AG (Switzerland) (Note 7)	1,680		154,896
Millipore Corp.*	3,490		206,259
PerkinElmer, Inc.	20,090		292,711
Thermo Fisher Scientific, Inc.*	7,410		259,943

			913,809

Pharmaceuticals - 3.6%
Johnson & Johnson	7,060		369,662
Novartis AG - ADR (Switzerland) (Note 7)	9,900		375,309

			744,971

Total Health Care			3,057,441


Industrials - 13.9%
Air Freight & Logistics - 5.8%
FedEx Corp.	12,000		671,520
United Parcel Service, Inc. - Class B	10,700		560,038

			1,231,558

Airlines - 3.3%
Southwest Airlines Co.	98,280		685,994

Industrial Conglomerates - 2.2%
3M Co.	7,950		457,920

Machinery - 1.1%
PACCAR, Inc.	6,690		237,094


The accompanying notes are an integral part of the financial statements.		4

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 1.5%
Heartland Express, Inc.	5,070	$	75,797
J.B. Hunt Transport Services, Inc.	5,470		153,816
Knight Transportation, Inc.	4,860		85,925

			315,538

Total Industrials			2,928,104

Information Technology - 31.4%
Communications Equipment - 7.4%
Cisco Systems, Inc.*	40,150		775,698
Juniper Networks, Inc.*	17,500		378,875
Nokia - ADR (Finland) (Note 7)	29,570		418,120

			1,572,693

Computers & Peripherals - 3.7%
EMC Corp.*	63,180		791,645

Internet Software & Services - 5.7%
Google, Inc. - Class A*	3,030		1,199,789

IT Services - 1.3%
Automatic Data Processing, Inc.	7,500		264,000

Semiconductors & Semiconductor Equipment - 3.8%
ASML Holding N.V. (Netherlands) (Note 7)	9,640		198,432
KLA-Tencor Corp.	7,700		213,598
Lam Research Corp.*	7,190		200,457
Tokyo Electron Ltd. (Japan) (Note 7)	4,200		190,832

			803,319

Software - 9.5%
Autodesk, Inc.*	18,200		362,908
Electronic Arts, Inc. (EA)*	21,840		444,444
Microsoft Corp.	29,690		601,519
Salesforce.com, Inc.*	4,050		173,380
SAP AG - ADR (Germany) (Note 7)	11,240		428,132

			2,010,383

Total Information Technology			6,641,829

Materials - 5.6%
Chemicals - 2.4%
Ecolab, Inc.	6,110		235,540
Monsanto Co.	3,220		273,346

			508,886


5		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials (continued)
Paper & Forest Products - 3.2%
Weyerhaeuser Co.	19,220	$	677,697

Total Materials			1,186,583

TOTAL COMMON STOCKS
(Identified Cost $21,890,099)			20,350,860

SHORT-TERM INVESTMENTS - 3.4%
Dreyfus Cash Management, Inc. - Institutional Shares (Identified Cost $725,693)	725,693		725,693


TOTAL INVESTMENTS - 99.7%
(Identified Cost $22,615,792)			21,076,553

OTHER ASSETS, LESS LIABILITIES - 0.3%			66,136

NET ASSETS - 100%		$	21,142,689

*Non-income producing security

ADR - American Depository Receipt


The accompanying notes are an integral part of the financial statements.		6

Statement of Assets and Liabilities (unaudited)

April 30, 2009


ASSETS:

Investments, at value (identified cost $22,615,792) (Note 2)	$	21,076,553
Foreign currency, at value (cost $15,096)		15,058
Receivable for fund shares sold		45,579
Dividends receivable		23,516
Foreign tax reclaims receivable		10,391
Prepaid registration and filing fees		7,729

TOTAL ASSETS		21,178,826

LIABILITIES:

Accrued management fees (Note 3)		12,138
Accrued fund accounting and transfer agent fees (Note 3)		1,545
Accrued Chief Compliance Officer service fees (Note 3)		506
Audit fees payable		19,048
Other payables and accrued expenses		2,900

TOTAL LIABILITIES		36,137

TOTAL NET ASSETS		$21,142,689

NET ASSETS CONSIST OF:

Capital stock	$	11,634
Additional paid-in-capital		26,689,206
Undistributed net investment income		38,883
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,057,478	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(1,539,556	)

TOTAL NET ASSETS	$	21,142,689

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE—CLASS A ($21,142,689/1,163,424 shares)	$	18.17


7		The accompanying notes are an integral part of the financial statements.

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2009



INVESTMENT INCOME:

Dividends (net of foreign tax withheld, $5,827)	$	152,659
Interest		238

Total Investment Income		152,897

EXPENSES:

Management fees (Note 3)		77,804
Fund accounting and transfer agent fees (Note 3)		7,582
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Audit fees		15,447
Registration and filing fees		7,884
Custodian fees		1,835
Miscellaneous		3,433

Total Expenses		121,594
Less reduction of expenses (Note 3)		(27,973	)

Net Expenses		93,621

NET INVESTMENT INCOME		59,276

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain (loss) on -
Investments		(1,216,845	)
Foreign currency and translation of other assets and liabilities		91

		(1,216,754	)


Net change in unrealized depreciation on -
Investments		1,931,342
Foreign currency and translation of other assets and liabilities		66

		1,931,408


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		714,654

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	773,930


The accompanying notes are an integral part of the financial statements.		8

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	59,276		$	103,756
Net realized loss on investments and foreign currency		(1,216,754	)		(2,719,950	)
Net change in unrealized depreciation on investments and foreign currency		1,931,408			(6,478,408	)

Net increase (decrease) from operations		773,930			(9,094,602	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(99,078	)		(85,055	)
From net realized gain on investments		—			(721,319	)

Total distributions to shareholders		(99,078	)		(806,374	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		4,937,964			(264,421	)

Net increase (decrease) in net assets		5,612,816			(10,165,397	)

NET ASSETS:

Beginning of period		15,529,873			25,695,270

End of period (including undistributed net investment income of $38,883 and $78,685, respectively)	$	21,142,689		$	15,529,873


9		The accompanying notes are an integral part of the financial statements.

Financial Highlights


	For the Six Months Ended 4/30/09 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/09 (unaudited)	*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*



Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$18.26	$28.44	$27.01	$25.60	$23.51	$20.15

Income (loss) from investment operations:
Net investment income	0.06	0.12	0.08	0.13	0.06	0.03
Net realized and unrealized gain (loss) on investments	(0.04)²	(9.42)	3.44	4.41	3.36	3.38

Total from investment operations	0.02	(9.30)	3.52	4.54	3.42	3.41

Less distributions to shareholders:
From net investment income	(0.11)	(0.09)	(0.14)	(0.06)	(0.02)	(0.05)
From net realized gain on investments	—	(0.79)	(1.95)	(3.07)	(1.31)	—

Total distributions to shareholders	(0.11)	(0.88)	(2.09)	(3.13)	(1.33)	(0.05)

Net asset value - End of period	$18.17	$18.26	$28.44	$27.01	$25.60	$23.51

Net assets - End of period (000's omitted)	$21,143	$15,530	$25,695	$7,585	$6,886	$6,205

Total return¹	0.20%	(33.62%)	13.65%	20.01%	14.96%	16.96%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.20%³	1.20%	1.20%	1.20%	1.20%	1.20%
Net investment income	0.76%³	0.44%	0.38%	0.54%	0.23%	0.10%
Portfolio turnover	23%	96%	65%	61%	68%	64%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased
by the following amount:	0.36%³	0.20%	0.25%	0.78%	0.82%	0.83%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized.

²The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of the Series' shares in relation to fluctuating market values during the period.

³Annualized.


The accompanying notes are an integral part of the financial statements.		10

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Tax Managed Series (the “Series”) is a no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The Series’ investment objective is to maximize long-term growth while attempting to minimize the impact of taxes on the total return earned by shareholders.

The Series is authorized to issue five classes of shares (Class A, B, D, E and Z). Currently, only Class A shares have been issued. Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2009, 4.5 billion shares have been designated in total among 28 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Level 1 – quoted prices in active markets for identical securities


11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 – Quoted Prices	$	21,076,553	$	—
Level 2 – Other Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—

Total	$	21,076,553	$	—

* Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of April 30, 2009, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2008 or April 30, 2009.

Security Transactions, Investment Income and Expenses

The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on


		12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

The Series is subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 – Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements to comply with the provisions of FIN 48. The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2005 through October 31, 2008.

Additionally, based on the Series’ understanding of the tax rules and rates related to income, gains and transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

Indemnifications

Other


13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least February 28, 2010, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Class A Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $27,766 for the six months ended April 30, 2009, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

For fund accounting and transfer agent services, the Fund pays the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $207, which is included as a reduction of expenses on the Statement of Operations.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2009, purchases and sales of securities, other than United States Government securities and short-term securities, were $7,910,183 and $3,531,652, respectively. There were no purchases or sales of United States Government securities.


		14

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Tax Managed Series were:


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Sold	433,745		$	6,840,174		210,131		$	5,069,586
Reinvested	2,642			43,005		28,353			735,759
Repurchased	(123,519	)		(1,945,215	)	(291,328	)		(6,069,766	)

Total	312,868		$	4,937,964		(52,844	)	$	(264,421	)

At April 30, 2009, one omnibus account owned 718,500 shares of the Series (61.8% of shares outstanding) valued at $13,055,145. Investment activities of this shareholder may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


Ordinary income	$	85,168
Long-term capital gains		721,206


15

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2008, the Series had a capital loss carryover of $2,580,370, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2016.


Cost for federal income tax purposes	$	22,876,146
Unrealized appreciation	$	820,807
Unrealized depreciation		(2,620,400	)

Net unrealized depreciation	$	(1,799,593	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS

In September 2008, FASB Staff Position No. FAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45 (the “Position”) was issued and is effective for fiscal years and interim periods ending after November 15, 2008. The Position amends FASB Statement No. 133 (“FAS 133”), Accounting for Derivative Instruments and Hedging Activities, and also amends FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The amendments to FAS 133 include required disclosure for (i) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment performance risk of the credit derivative, (ii) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (iii) the fair value of the credit derivative, and (iv) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. Management has concluded that the adoption of FAS 133-1 and FIN 45-4 does not have an effect on the Series’ financial statements as the Series did not hold any credit derivatives or guarantees as of April 30, 2009.


		16

Renewal of Investment Advisory Agreement (unaudited)

•


17

Renewal of Investment Advisory Agreement (unaudited)

•


		18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


19

Manning & Napier Fund, Inc.


TARGET INCOME SERIES		\|		Semi-Annual Report - April 30, 2009

TARGET 2010 SERIES

TARGET 2020 SERIES

TARGET 2030 SERIES

TARGET 2040 SERIES

TARGET 2050 SERIES

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

The Actual lines of the following tables provide information about actual account values and actual expenses. You may use the information in these lines, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Series and Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of the following tables provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example for the Series and Class in which you have invested with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the Hypothetical lines of the tables are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target Income
Actual (Class K)	$	1,000.00	$	1,038.50	$	1.52	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,036.90	$	2.78	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,034.80	$	5.30	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,040.10	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%


		1

Shareholder Expense Example (unaudited)


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target 2010
Actual (Class K)	$	1,000.00	$	1,020.80	$	1.50	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,018.80	$	2.75	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,016.80	$	5.25	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,021.10	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target 2020
Actual (Class K)	$	1,000.00	$	1,010.60	$	1.50	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,008.30	$	2.74	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,006.80	$	5.22	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,012.00	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target 2030
Actual (Class K)	$	1,000.00	$	1,000.60	$	1.49	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,001.80	$	2.73	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,000.40	$	5.21	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,004.40	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%


2

Shareholder Expense Example (unaudited)


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target 2040
Actual (Class K)	$	1,000.00	$	1,009.20	$	1.49	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,008.10	$	2.74	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,008.10	$	5.23	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,012.00	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09¹		Annualized Expense Ratio²
Target 2050
Actual (Class K)	$	1,000.00	$	1,020.20	$	1.50	0.30	%
Hypothetical³	$	1,000.00	$	1,023.31	$	1.51	0.30	%

Actual (Class R)	$	1,000.00	$	1,017.60	$	2.75	0.55	%
Hypothetical³	$	1,000.00	$	1,022.07	$	2.76	0.55	%

Actual (Class C)	$	1,000.00	$	1,014.90	$	5.25	1.05	%
Hypothetical³	$	1,000.00	$	1,019.59	$	5.26	1.05	%

Actual (Class I)	$	1,000.00	$	1,020.20	$	0.25	0.05	%
Hypothetical³	$	1,000.00	$	1,024.55	$	0.25	0.05	%

¹Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

²Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would have been higher.

³Assumes 5% annual return before expenses.


		3

Portfolio Composition as of April 30, 2009 - Asset Allocation¹ (unaudited)

LOGO

¹ As a percentage of net assets of the underlying investment(s) for each Series.

² A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³ A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.


4

Statements of Assets and Liabilities (unaudited)

April 30, 2009


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050

ASSETS:
Manning & Napier Pro-Blend^® Maximum Term Series - Class I (735,154 shares, 578,648 shares, and 13,563 shares, respectively)	$	—		$	—		$	—		$	5,462,197		$	4,299,352		$	100,777
Manning & Napier Pro-Blend^® Extended Term Series - Class I (1,923,964 shares and 657,958 shares, respectively)		—			—			15,324,298			5,237,345			—			—
Manning & Napier Pro-Blend^® Moderate Term Series - Class I (1,162,520 shares)		—			9,951,170			—			—			—			—
Manning & Napier Pro-Blend^® Conservative Term Series - Class I (4,121,921 shares)		38,828,497			—			—			—			—			—

Total investments in securities :
At value*		38,828,497			9,951,170			15,324,298			10,699,542			4,299,352			100,777
Receivable for securities sold		78,941			36,153			—			7,354			—			—
Receivable for fund shares sold		—			—			12,278			131			3,513			—
Receivable from investment advisor (Note 3)		23,479			26,782			26,183			26,742			27,508			27,972

TOTAL ASSETS		38,930,917			10,014,105			15,362,759			10,733,769			4,330,373			128,749

LIABILITIES:
Accrued fund accounting fees (Note 3)		2,851			2,851			2,851			2,851			2,851			2,851
Accrued transfer agent fees (Class K) (Note 3)		2,822			2,810			2,809			2,813			2,820			2,824
Accrued transfer agent fees (Class R) (Note 3)		2,853			2,846			2,846			2,846			2,846			2,845
Accrued transfer agent fees (Class C) (Note 3)		2,853			2,846			2,798			2,846			2,853			2,851
Accrued transfer agent fees (Class I) (Note 3)		2,831			2,822			2,814			2,817			2,814			2,820
Accrued Chief Compliance Officer service fees (Note 3)		511			511			511			511			511			511
Accrued distribution and services (Rule 12b-1) fees (Class K) (Note 3)		7,921			1,862			2,652			1,894			778			6
Accrued distribution and services (Rule 12b-1) fees (Class R) (Note 3)		—	²		—	²		—	²		1			27			—	²
Accrued distribution and services (Rule 12b-1) fees (Class C) (Note 3)		—	²		262			474			142			7			11
Audit fees payable		13,021			13,021			13,021			13,021			13,021			13,021
Registration and filing fees payable		2,436			2,296			2,313			2,305			2,277			2,260
Payable for securities purchased		—			—			12,278			—			2,281			—
Payable for fund shares repurchased		78,941			36,153			—			7,485			1,232			—
Other payables and accrued expenses		1,547			1,480			1,430			1,240			1,394			1,472

TOTAL LIABILITIES		118,587			69,760			46,797			40,772			35,712			31,472

TOTAL NET ASSETS	$	38,812,330		$	9,944,345		$	15,315,962		$	10,692,997		$	4,294,661		$	97,277

NET ASSETS CONSIST OF:
Capital stock		41,230			11,598			19,153			14,006			5,739			130
Additional paid-in-capital		37,439,344			9,346,212			14,227,623			9,670,972			3,793,129			99,365
Undistributed net investment loss		(26,619	)		(6,767	)		(9,813	)		(6,374	)		(2,504	)		(35	)
Accumulated net realized loss on underlying series		(2,014	)		(15,899	)		(65,111	)		(33,696	)		(19,405	)		(11,419	)
Net unrealized appreciation on underlying series		1,360,389			609,201			1,144,110			1,048,089			517,702			9,236

TOTAL NET ASSETS	$	38,812,330		$	9,944,345		$	15,315,962		$	10,692,997		$	4,294,661		$	97,277


The accompanying notes are an integral part of the financial statements.		5

Statements of Assets and Liabilities (continued) (unaudited)


	Target Income			Target 2010			Target 2020			Target 2030		Target 2040		Target 2050

Class K
Net Assets	$	38,783,083		$	9,268,865		$	13,444,923		$	9,745,645	$	4,030,652	$	35,114
Shares Outstanding		4,119,908			1,080,837			1,680,982			1,276,796		538,657		4,694
Net Asset Value, Offering Price, and Redemption Price per share	$	9.41		$	8.58		$	8.00		$	7.63	$	7.48	$	7.48
Class R
Net Assets	$	96		$	88		$	707		$	1,333	$	70,311	$	77
Shares Outstanding		10			10			89			175		9,412		11
Net Asset Value, Offering Price, and Redemption Price per share	$	9.38	¹	$	8.56	¹	$	7.97	¹	$	7.62	$	7.47	$	7.46	¹
Class C
Net Assets	$	96		$	419,770		$	769,738		$	184,629	$	21,628	$	27,402
Shares Outstanding		10			49,230			96,878			24,307		2,908		3,696
Net Asset Value, Offering Price, and Redemption Price per share	$	9.33	¹	$	8.53		$	7.95		$	7.60	$	7.44	$	7.41
Class I
Net Assets	$	29,055		$	255,622		$	1,100,594		$	761,390	$	172,070	$	34,684
Shares Outstanding		3,078			29,720			137,316			99,272		22,896		4,622
Net Asset Value, Offering Price, and Redemption Price per share	$	9.44		$	8.60		$	8.02		$	7.67	$	7.52	$	7.50
*At identified cost	$	37,468,108		$	9,341,969		$	14,180,188		$	9,651,453	$	3,781,650	$	91,541

¹Calculated NAV may not equal actual NAV shown due to rounding of the small net assets.

²These fees were less than $1 for the period due to small net assets.


6		The accompanying notes are an integral part of the financial statements.

Statements of Operations (unaudited)

For the Six Months Ended April 30, 2009


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050

INVESTMENT INCOME:
Income distributions from underlying series	$	1,936		$	7,348		$	22,409		$	6,721		$	2,041		$	765

EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		21,918			5,122			7,145			4,925			1,987			15
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		—	¹		1			1			4			63			—	¹
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		33			724			1,588			330			7			11
Fund accounting fees (Note 3)		10,616			10,616			10,616			10,616			10,616			10,616
Transfer agent fees (Class K) (Note 3)		5,951			5,951			5,951			5,951			5,951			5,951
Transfer agent fees (Class R) (Note 3)		5,951			5,951			5,951			5,951			5,951			5,951
Transfer agent fees (Class C) (Note 3)		5,951			5,951			5,951			5,951			5,951			5,951
Transfer agent fees (Class I) (Note 3)		5,951			5,951			5,951			5,951			5,951			5,951
Directors’ fees (Note 3)		5,617			5,617			5,617			5,617			5,617			5,617
Chief Compliance Officer service fees (Note 3)		1,984			1,984			1,984			1,984			1,984			1,984
Registration and filing fees		22,493			22,358			22,379			22,360			22,332			22,315
Audit fees		9,421			9,421			9,421			9,421			9,421			9,421
Custodian fees		36			61			77			198			99			61
Miscellaneous		2,108			2,107			2,107			2,107			2,108			2,107

Total Expenses		98,030			81,815			84,739			81,366			78,038			75,951
Less reduction of expenses (Note 3)		(71,371	)		(74,781	)		(74,227	)		(74,923	)		(75,520	)		(75,914	)

Net Expenses		26,659			7,034			10,512			6,443			2,518			37

NET INVESTMENT INCOME (LOSS)		(24,723	)		314			11,897			278			(477	)		728

REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized loss on underlying series		(2,014	)		(15,899	)		(61,428	)		(33,696	)		(19,401	)		(11,416	)
Net change in unrealized appreciation (depreciation) on underlying series		1,359,886			608,730			1,180,060			1,048,031			524,841			13,469

NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		1,357,872			592,831			1,118,632			1,014,335			505,440			2,053

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,333,149		$	593,145		$	1,130,529		$	1,014,613		$	504,963		$	2,781

¹These fees were less than $1 for the period due to the small net assets.


The accompanying notes are an integral part of the financial statements.		7

Statements of Changes in Net Assets


	*Target Income*						*Target 2010*						*Target 2020*
	For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income (loss)	$	(24,723	)	$	(4	)	$	314		$	(37	)	$	11,897		$	(239	)
Net realized gain (loss) on underlying series		(2,014	)		—			(15,899	)		—			(61,428	)		(3,683	)
Net change in unrealized appreciation (depreciation) on underlying series		1,359,886			503			608,730			471			1,180,060			(35,950	)

Net increase (decrease) from operations		1,333,149			499			593,145			434			1,130,529			(39,872	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income (Class K)		(1,841	)		—			(3,846	)		—			(9,533	)		—
From net investment income (Class R)		(2	)		—			(2	)		—			(2	)		—
From net investment income (Class C)		(2	)		—			(2,116	)		—			(5,417	)		—
From net investment income (Class I)		(51	)		—			(1,117	)		—			(6,758	)		—

Total distributions to shareholders		(1,896	)		—			(7,081	)		—			(21,710	)		—

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		37,410,178			70,400			9,158,597			199,250			13,927,267			319,748

Net increase in net assets		38,741,431			70,899			9,744,661			199,684			15,036,086			279,876

NET ASSETS:
Beginning of period		70,899			—			199,684			—			279,876			—

End of period²	$	38,812,330		$	70,899		$	9,944,345		$	199,684		$	15,315,962		$	279,876


¹Commencement of operations.
²Including undistributed net investment income (loss) of:		(26,619	)		—			(6,767	)		—			(9,813	)		—


8		The accompanying notes are an integral part of the financial statements.

Statements of Changes in Net Assets


	*Target 2030*					*Target 2040*						*Target 2050*
	For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08		For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09 (unaudited)			For the Period 3/28/08¹ to 10/31/08



INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income (loss)	$	278		$	1	$	(477	)	$	(3	)	$	728		$	(1	)
Net realized gain (loss) on underlying series		(33,696	)		—		(19,401	)		(4	)		(11,416	)		(3	)
Net change in unrealized appreciation (depreciation) on underlying series		1,048,031			58		524,841			(7,139	)		13,469			(4,233	)

Net increase (decrease) from operations		1,014,613			59		504,963			(7,146	)		2,781			(4,237	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income (Class K)		(5	)		—		(797	)		—			(2	)		—
From net investment income (Class R)		(2	)		—		(2	)		—			(2	)		—
From net investment income (Class C)		(828	)		—		(1	)		—			(2	)		—
From net investment income (Class I)		(5,818	)		—		(1,227	)		—			(757	)		—

Total distributions to shareholders		(6,653	)		—		(2,027	)		—			(763	)		—

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		9,672,172			12,806		3,762,959			35,912			77,169			22,327

Net increase in net assets		10,680,132			12,865		4,265,895			28,766			79,187			18,090

NET ASSETS:
Beginning of period		12,865			—		28,766			—			18,090			—

End of period²	$	10,692,997		$	12,865	$	4,294,661		$	28,766		$	97,277		$	18,090


¹Commencement of operations.
²Including undistributed net investment income (loss) of:		(6,374	)		1		(2,504	)		—			(35	)		—


The accompanying notes are an integral part of the financial statements.		9

Financial Highlights

Target Income Series Class K


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.30	$10.00

Income (loss) from investment operations:
Net investment loss⁷	(0.01)	(0.01)
Net realized and unrealized gain (loss) on underlying series	0.36	(0.69)

Total from investment operations	0.35	(0.70)

Less distributions to shareholders:
From net investment income	(0.24)	—

Net asset value - End of period	$9.41	$9.30

Net assets - End of period	$38,783,083	$70,620

Total return²	3.85%	(7.00%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%	0.30%
Net investment loss⁵	(0.28%)	(0.27%)
Series portfolio turnover⁶	9%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	0.57%	1,571%⁴

Target Income Series Class R
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.29	$10.00

Income (loss) from investment operations:
Net investment income⁷	0.20⁸	0.02
Net realized and unrealized gain (loss) on underlying series	0.14	(0.73)

Total from investment operations	0.34	(0.71)

Less distributions to shareholders:
From net investment income	(0.25)	—

Net asset value - End of period	$9.38	$9.29

Net assets - End of period	$96	$93

Total return²	3.69%	(7.10%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%	0.55%
Net investment income⁵	4.79%	0.34%
Series portfolio turnover⁶	9%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	12,914%	43,127%

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸The amount shown for a share outstanding throughout the period does not accord with the net investment income (loss) during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


10		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target Income Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.26	$10.00

Income (loss) from investment operations:
Net investment loss⁷	(0.04)	(0.01)
Net realized and unrealized gain (loss) on underlying series	0.36	(0.73)

Total from investment operations	0.32	(0.74)

Less distributions to shareholders:
From net investment income	(0.25)	—

Net asset value - End of period	$9.33	$9.26

Net assets - End of period	$96	$93

Total return²	3.48%	(7.40%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment loss⁵	(0.98%)	(0.15%)
Series portfolio turnover⁶	9%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	178%	43,147%

Target Income Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.32	$10.00

Income (loss) from investment operations:
Net investment income⁷	0.03⁸	0.05
Net realized and unrealized gain (loss) on underlying series	0.34	(0.73)

Total from investment operations	0.37	(0.68)

Less distributions to shareholders:
From net investment income	(0.25)	—

Net asset value - End of period	$9.44	$9.32

Net assets - End of period	$29,055	$93

Total return²	4.01%	(6.80%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income⁵	0.70%	0.85%
Series portfolio turnover⁶	9%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	124%	43,107%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.


The accompanying notes are an integral part of the financial statements.		11

Financial Highlights

Target 2010 Series Class K


	For the Six Months Ended 4/30/09 (unaudited)		For the Period 3/28/08¹ to 10/31/08


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.61		$10.00

Income (loss) from investment operations:
Net investment loss⁸	—	^6,9	(0.01)
Net realized and unrealized gain (loss) on underlying series	0.17		(1.38)

Total from investment operations	0.17		(1.39)

Less distributions to shareholders:
From net investment income	(0.20)		—

Net asset value - End of period	$8.58		$8.61

Net assets - End of period	$9,268,865		$101,213

Total return²	2.08%		(13.90%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%		0.30%
Net investment loss⁵	(0.11%)		(0.28%)
Series portfolio turnover⁷	8%		0%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	1.96%		1,071%⁴

Target 2010 Series Class R
	For the Six Months Ended 4/30/09 (unaudited)		For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.61		$10.00

Income (loss) from investment operations:
Net investment income⁸	0.02		0.02
Net realized and unrealized gain (loss) on underlying series	0.13		(1.41)

Total from investment operations	0.15		(1.39)

Less distributions to shareholders:
From net investment income	(0.20)		—

Net asset value - End of period	$8.56		$8.61

Net assets - End of period	$88		$86

Total return²	1.88%		(13.90%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%		0.55%
Net investment income⁵	0.38%		0.36%
Series portfolio turnover⁷	8%		0%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	2,739%		42,882%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Less than $0.01.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸Calculated based on average shares outstanding during the period.

⁹The amount shown for a share outstanding throughout the period does not accord with the net investment income (loss) during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


12		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target 2010 Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.58	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	0.09	(0.05)
Net realized and unrealized gain (loss) on underlying series	0.04	(1.37)

Total from investment operations	0.13	(1.42)

Less distributions to shareholders:
From net investment income	(0.18)	—

Net asset value - End of period	$8.53	$8.58

Net assets - End of period	$419,770	$98,226

Total return²	1.68%	(14.20%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment income (loss)⁵	2.09%	(1.03%)
Series portfolio turnover⁶	8%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	21%	919%

Target 2010 Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.63	$10.00

Income (loss) from investment operations:
Net investment income⁷	0.05	0.05
Net realized and unrealized gain (loss) on underlying series	0.12	(1.42)

Total from investment operations	�� 0.17	(1.37)

Less distributions to shareholders:
From net investment income	(0.20)	—

Net asset value - End of period	$8.60	$8.63

Net assets - End of period	$255,622	$159

Total return²	2.11%	(13.70%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income⁵	1.33%	0.86%
Series portfolio turnover⁶	8%	0%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	16%	42,439%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.


The accompanying notes are an integral part of the financial statements.		13

Financial Highlights

Target 2020 Series Class K


	For the Six Months Ended 4/30/09 (unaudited)		For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.14		$10.00

Income (loss) from investment operations:
Net investment income⁸	—	⁶	0.04
Net realized and unrealized gain (loss) on underlying series	0.07		(1.90)

Total from investment operations	0.07		(1.86)

Less distributions to shareholders:
From net investment income	(0.21)		—

Net asset value - End of period	$8.00		$8.14

Net assets - End of period	$13,444,923		$157

Total return²	1.06%		(18.60%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%		0.30%
Net investment income⁵	0.03%		0.74%
Series portfolio turnover⁷	7%		31%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	1.12%		34,421%⁴

Target 2020 Series Class R
	For the Six Months Ended 4/30/09 (unaudited)		For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.13		$10.00

Income (loss) from investment operations:
Net investment income⁸	0.02		0.04
Net realized and unrealized gain (loss) on underlying series	0.03		(1.91)

Total from investment operations	0.05		(1.87)

Less distributions to shareholders:
From net investment income	(0.21)		—

Net asset value - End of period	$7.97		$8.13

Net assets - End of period	$707		$81

Total return²	0.83%		(18.70%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%		0.55%
Net investment income⁵	0.84%		0.62%
Series portfolio turnover⁷	7%		31%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	3,893%		38,136%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Less than $0.01.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸Calculated based on average shares outstanding during the period.


14		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target 2020 Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.10	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁸	0.10	(0.05)
Net realized and unrealized loss on underlying series	(0.06)⁹	(1.85)

Total from investment operations	0.04	(1.90)

Less distributions to shareholders:
From net investment income	(0.19)	—

Net asset value - End of period	$7.95	$8.10

Net assets - End of period	$769,738	$228,171

Total return²	0.68%	(19.00%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment income (loss)⁵	2.68%	(1.05%)
Series portfolio turnover⁷	7%	31%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	11.23%	158%

Target 2020 Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.15	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁸	0.09	—⁶
Net realized and unrealized loss on underlying series	(0.01)⁹	(1.85)

Total from investment operations	0.08	(1.85)

Less distributions to shareholders:
From net investment income	(0.21)	—

Net asset value - End of period	$8.02	$8.15

Net assets - End of period	$1,100,594	$51,467

Total return²	1.20%	(18.50%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income (loss)⁵	2.33%	(0.02%)
Series portfolio turnover⁷	7%	31%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	6.21%	871%⁴

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Less than $0.01.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸Calculated based on average shares outstanding during the period.

⁹The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


The accompanying notes are an integral part of the financial statements.		15

Financial Highlights

Target 2030 Series Class K


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.81	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	(0.01)⁹	0.03
Net realized and unrealized gain (loss) on underlying series	—	(2.22)

Total from investment operations	(0.01)	(2.19)

Less distributions to shareholders:
From net investment income	(0.17)	—

Net asset value - End of period	$7.63	$7.81

Net assets - End of period	$9,745,645	$118

Total return²	0.06%	(21.90%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%	0.30%
Net investment income (loss)⁵	(0.30%)	0.54%
Series portfolio turnover⁶	8%	—%⁸
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	1.44%	37,175%⁴
Target 2030 Series Class R
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.79	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	(0.01)⁹	0.02
Net realized and unrealized gain (loss) on underlying series	0.01	(2.23)

Total from investment operations	—	(2.21)

Less distributions to shareholders:
From net investment income	(0.17)	—

Net asset value - End of period	$7.62	$7.79

Net assets - End of period	$1,333	$78

Total return²	0.18%	(22.10%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%	0.55%
Net investment income (loss)⁵	(0.34%)	0.31%
Series portfolio turnover⁶	8%	—%⁸
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	731%	38,768%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸Less than 1%.


16		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target 2030 Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.77	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	0.06	(0.01)
Net realized and unrealized loss on underlying series	(0.07)⁹	(2.22)

Total from investment operations	(0.01)	(2.23)

Less distributions to shareholders:
From net investment income	(0.16)	—

Net asset value - End of period	$7.60	$7.77

Net assets - End of period	$184,629	$78

Total return²	0.04%	(22.30%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment income (loss)⁵	1.56%	(0.17%)
Series portfolio turnover⁶	8%	—%⁸

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	33%	38,789%

Target 2030 Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.82	$10.00

Income (loss) from investment operations:
Net investment income⁷	0.10	0.01
Net realized and unrealized loss on underlying series	(0.08)⁹	(2.19)

Total from investment operations	0.02	(2.18)

Less distributions to shareholders:
From net investment income	(0.17)	—

Net asset value - End of period	$7.67	$7.82

Net assets - End of period	$761,390	$12,591

Total return²	0.44%	(21.80%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income⁵	2.97%	0.16%
Series portfolio turnover⁶	8%	—%⁸

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	15%	14,979%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸Less than 1%.


The accompanying notes are an integral part of the financial statements.		17

Financial Highlights

Target 2040 Series Class K


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.58	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	(0.01)	0.02
Net realized and unrealized gain (loss) on underlying series	0.06	(2.44)

Total from investment operations	0.05	(2.42)

Less distributions to shareholders:
From net investment income	(0.15)	—

Net asset value - End of period	$7.48	$7.58

Net assets - End of period	$4,030,652	$76

Total return²	0.92%	(24.20%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%	0.30%
Net investment income (loss)⁵	(0.20%)	0.40%
Series portfolio turnover⁶	6%	—%⁸
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,5:
	4.28%	28,865%⁴

Target 2040 Series Class R
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.58	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	(0.02)	0.01
Net realized and unrealized gain (loss) on underlying series	0.06	(2.43)

Total from investment operations	0.04	(2.42)

Less distributions to shareholders:
From net investment income	(0.15)	—

Net asset value - End of period	$7.47	$7.58

Net assets - End of period	$70,311	$76

Total return²	0.81%	(24.20%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%	0.55%
Net investment income (loss)⁵	(0.54%)	0.14%
Series portfolio turnover⁶	6%	—%⁸
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	50%	28,865%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸Less than 1%.


18		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target 2040 Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.55	$10.00

Income (loss) from investment operations:
Net investment loss⁷	(0.03)	(0.02)
Net realized and unrealized gain (loss) on underlying series	0.07	(2.43)

Total from investment operations	0.04	(2.45)

Less distributions to shareholders:
From net investment income	(0.15)	—

Net asset value - End of period	$7.44	$7.55

Net assets - End of period	$21,628	$75

Total return²	0.81%	(24.50%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment loss⁵	(0.86%)	(0.36%)
Series portfolio turnover⁶	6%	—%⁸

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	727%	28,898%

Target 2040 Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.60	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	0.10¹⁰	—⁹
Net realized and unrealized loss on underlying series	(0.03)¹⁰	(2.40)

Total from investment operations	0.07	(2.40)

Less distributions to shareholders:
From net investment income	(0.15)	—

Net asset value - End of period	$7.52	$7.60

Net assets - End of period	$172,070	$28,539

Total return²	1.20%	(24.00%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income (loss)⁵	2.86%	(0.04%)
Series portfolio turnover⁶	6%	—%⁸

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	68%	767%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸Less than 1%.

⁹Less than $0.01.

¹⁰The amount shown for a share outstanding throughout the period does not accord with the net investment income (loss) and/or the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


The accompanying notes are an integral part of the financial statements.		19

Financial Highlights

Target 2050 Series Class K


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.58	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁷	(0.01)⁸	0.02
Net realized and unrealized gain (loss) on underlying series	0.14	(2.44)

Total from investment operations	0.13	(2.42)

Less distributions to shareholders:
From net investment income	(0.23)	—

Net asset value - End of period	$7.48	$7.58

Net assets - End of period	$35,114	$76

Total return²	2.02%	(24.20%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%	0.30%
Net investment income (loss)⁵	(0.26%)	0.40%
Series portfolio turnover⁶	137%	1%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	273%	35,232%

Target 2050 Series Class R
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.58	$10.00

Income (loss) from investment operations:
Net investment income⁷	0.20	0.01
Net realized and unrealized loss on underlying series	(0.09)⁸	(2.43)

Total from investment operations	0.11	(2.42)

Less distributions to shareholders:
From net investment income	(0.23)	—

Net asset value - End of period	$7.46	$7.58

Net assets - End of period	$77	$76

Total return²	1.76%	(24.20%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.55%	0.55%
Net investment income⁵	6.05%	0.14%
Series portfolio turnover⁶	137%	1%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	17,647%	35,243%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Reflects activity of the Series and does not include the activity of the underlying series.

⁷Calculated based on average shares outstanding during the period.

⁸The amount shown for a share outstanding throughout the period does not accord with the net investment income (loss) and/or the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


20		The accompanying notes are an integral part of the financial statements.

Financial Highlights

Target 2050 Series Class C


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.55	$10.00

Income (loss) from investment operations:
Net investment loss⁸	(0.03)⁹	(0.02)
Net realized and unrealized gain (loss) on underlying series	0.12	(2.43)

Total from investment operations	0.09	(2.45)

Less distributions to shareholders:
From net investment income	(0.23)	—

Net asset value - End of period	$7.41	$7.55

Net assets - End of period	$27,402	$75

Total return²	1.49%	(24.50%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	1.05%	1.05%
Net investment loss⁵	(0.86%)	(0.36%)
Series portfolio turnover⁷	137%	1%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	635%	35,267%

Target 2050 Series Class I
	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.60	$10.00

Income (loss) from investment operations:
Net investment income (loss)⁸	0.20	—⁶
Net realized and unrealized loss on underlying series	(0.07)⁹	(2.40)

Total from investment operations	0.13	(2.40)

Less distributions to shareholders:
From net investment income	(0.23)	—

Net asset value - End of period	$7.50	$7.60

Net assets - End of period	$34,684	$17,863

Total return²	2.02%	(24.00%)
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.05%	0.05%
Net investment income (loss)⁵	6.00%	(0.03%)
Series portfolio turnover⁷	137%	1%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	365%	1,903%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class. It is anticipated that this ratio will decrease as net assets increase.

⁵Annualized.

⁶Less than $0.01.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸Calculated based on average shares outstanding during the period.

⁹The amount shown for a share outstanding throughout the period does not accord with the net investment income (loss) and/or the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.


The accompanying notes are an integral part of the financial statements.		21

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

Each Series seeks to achieve its investment objectives by investing in a combination of other Manning & Napier mutual funds (the “underlying series”) in order to meet its target asset allocations and investment style. The Series are designed to provide a single investment portfolio that adjusts over time to meet the changing risk and return objectives of investors over their expected investment horizon. As the target retirement date approaches, the Series’ portfolio becomes more conservative with a larger fixed-income investment component. The financial statements of the underlying series should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue four classes of shares (Class K, R, C and I). Each class of shares is substantially the same, except that class-specific transfer agency distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Investments in the underlying series are valued at their net asset value per share on valuation date. In the absence of the availability of a net asset value per share on the underlying series, security valuations may be determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”).

In September 2006, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) was issued, effective for fiscal years beginning after November 15, 2007. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 became effective for the Series as of November 1, 2008, the beginning of their current fiscal year. The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


22

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


	*Target Income*				*Target 2010*				*Target 2020*
*Valuation Inputs*	Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*

Level 1 - Quoted Prices	$	38,828,497	$	—	$	9,951,170	$	—	$	15,324,298	$	—
Level 2 - Other Significant Observable Inputs		—		—		—		—		—		—
Level 3 - Significant Unobservable Inputs		—		—		—		—		—		—

Total	$	38,828,497	$	—	$	9,951,170	$	—	$	15,324,298	$	—


	*Target 2030*				*Target 2040*				*Target 2050*
*Valuation Inputs*	Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*

Level 1 - Quoted Prices	$	10,699,542	$	—	$	4,299,352	$	—	$	100,777	$	—
Level 2 - Other Significant Observable Inputs		—		—		—		—		—		—
Level 3 - Significant Unobservable Inputs		—		—		—		—		—		—

Total	$	10,699,542	$	—	$	4,299,352	$	—	$	100,777	$	—

*Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of April 30, 2009, the Series did not hold any derivative instruments.

There were no Level 3 securities held by any of the Series as of October 31, 2008 or April 30, 2009.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received.


		23

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

Income, expenses (other than class specific expenses), and realized and unrealized gains and losses are prorated among the classes based on the relative net assets of each class. Class specific expenses are directly charged to that Class.

The Series use the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Federal Taxes

Each Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series are not subject to federal income tax or excise tax to the extent that each Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.

Eash Series is subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 - Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements to comply with the provisions of FIN 48. Each Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended October 31, 2008.

Distributions of Income and Gains

Distributions to shareholders of net investment income are made semi-annually. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of a Series. Distributions are recorded on the ex-dividend date.

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Advisor does not receive an advisory fee for the services it performs for the Series. However, the Advisor is entitled to receive an advisory fee from its investment in each of the underlying series.


24

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2011, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the underlying series. For the six months ended April 30, 2009, the Advisor reimbursed expenses of $70,250 for Target Income Series, $73,660 for Target 2010 Series, $73,106 for Target 2020 Series, $73,802 for Target 2030 Series, $74,399 for Target 2040 Series and $74,793 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. Each Series compensates the distributor for distributing and servicing the Series’ Class K, Class R and Class C shares pursuant to a distribution plan adopted under Rule 12b-1 of the 1940 Act, regardless of expenses actually incurred. Under the agreement, each Series pays distribution and services fees to the distributor at an annual rate of 0.25% of average daily net assets attributable to Class K shares, 0.50% of average daily net assets attributable to Class R shares, and 1.00% of average daily net assets attributable to Class C shares. There are no distribution and services fees on the Class I shares of each Series. The fees are accrued daily and paid monthly.

For fund accounting services, the Fund pays the Advisor an annual fee of $19,000 for each Target Series. For transfer agency services, the Fund pays the Advisor an annual fee of $12,000 per class for each Target Series. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fund accounting and transfer agent fees of $1,121 for each Series, which is included as a reduction of expenses on the Statements of Operations.


		25

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30 2009, purchases and sales of underlying series were as follows:


*Series*	*Purchases*		*Sales*
Target Income	$	38,816,051	$	1,416,331
Target 2010	$	9,496,269	$	337,653
Target 2020	$	14,354,406	$	428,830
Target 2030	$	9,992,731	$	320,389
Target 2040	$	3,870,103	$	104,962
Target 2050	$	140,706	$	60,074

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class K, Class R, Class C and Class I shares:


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09				For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*				*Class R*

*Target Income:*
Sold	4,256,834		$	38,693,904		7,594	$	70,100	—		$	—	10	$	100
Reinvested	201			1,841		—		—	—	*		2	—		—
Repurchased	(144,721	)		(1,316,219	)	—		—	—			—	—		—

Total	4,112,314		$	37,379,526		7,594	$	70,100	—		$	2	10	$	100


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*					*Class C*			*Class I*					*Class I*

*Target Income:*
Sold	5,653		$	51,528		10	$	100	6,511		$	60,448		10	$	100
Reinvested	—	*		2		—		—	5			51		—		—
Repurchased	(5,653	)		(49,136	)	—		—	(3,448	)		(32,243	)	—		—

Total	—		$	2,394		10	$	100	3,068		$	28,256		10	$	100


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*					*Class R*

*Target 2010:*
Sold	1,109,910		$	8,936,907		11,755	$	98,879	108		$	870		10	$	100
Reinvested	472			3,846		—		—	—	*		2		—		—
Repurchased	(41,300	)		(334,116	)	—		—	(108	)		(914	)	—		—

Total	1,069,082		$	8,606,637		11,755	$	98,879	—		$	(42	)	10	$	100


	For the Six Months Ended 4/30/09			For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*			*Class C*			*Class I*					*Class I*

*Target 2010:*
Sold	37,517	$	301,170	11,452	$	100,100	31,196		$	261,173		18	$	171
Reinvested	261		2,116	—		—	137			1,117		—		—
Repurchased	—		—	—		—	(1,631	)		(13,574	)	—		—

Total	37,778	$	303,286	11,452	$	100,100	29,702		$	248,716		18	$	171


26

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*					*Class R*

*Target 2020:*
Sold	1,719,210		$	12,684,003		20	$	189	127		$	926		10	$	100
Reinvested	1,274			9,533		—		—	—	*		2		—		—
Repurchased	(39,522	)		(295,035	)	—		—	(48	)		(351	)	—		—

Total	1,680,962		$	12,398,501		20	$	189	79		$	577		10	$	100


	For the Six Months Ended 4/30/09			For the Period 3/28/08¹ to 10/31/08					For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*			*Class C*					*Class I*					*Class I*

*Target 2020:*
Sold	67,982	$	507,601	30,244		$	285,432		154,011		$	1,188,047		6,314	$	50,343
Reinvested	727		5,417	—			—		902			6,758		—		—
Repurchased	—		—	(2,075	)		(16,316	)	(23,911	)		(179,634	)	—		—

Total	68,709	$	513,018	28,169		$	269,116		131,002		$	1,015,171		6,314	$	50,343


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*					*Class R*

*Target 2030:*
Sold	1,306,387		$	8,973,278		15	$	148	969		$	6,488		10	$	100
Reinvested	1			5		—		—	—	*		1		—		—
Repurchased	(29,607	)		(192,613	)	—		—	(805	)		(5,674	)	—		—

Total	1,276,781		$	8,780,670		15	$	148	164		$	815		10	$	100


	For the Six Months Ended 4/30/09			For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*			*Class C*			*Class I*					*Class I*

*Target 2030:*
Sold	24,178	$	164,266	10	$	100	123,887		$	904,736		1,609		$	12,459
Reinvested	119		828	—		—	828			5,819		—			—
Repurchased	—		—	—		—	(27,052	)		(184,962	)	—	*		(1	)

Total	24,297	$	165,094	10	$	100	97,663		$	725,593		1,609		$	12,458


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*					*Class R*

*Target 2040:*
Sold	552,497		$	3,634,499		10	$	100	9,414		$	60,810		10	$	100
Reinvested	118			797		—		—	—	*		2		—		—
Repurchased	(13,968	)		(88,382	)	—		—	(12	)		(79	)	—		—

Total	538,647		$	3,546,914		10	$	100	9,402		$	60,733		10	$	100


		27

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/09				For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*				*Class C*			*Class I*					*Class I*

*Target 2040:*
Sold	2,898		$	20,430	10	$	100	21,361		$	150,137		3,761		$	35,664
Reinvested	—	*		2	—		—	181			1,227		—			—
Repurchased	—			—	—		—	(2,401	)		(16,484	)	(6	)		(52	)

Total	2,898		$	20,432	10	$	100	19,141		$	134,880		3,755		$	35,612


	For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09				For the Period 3/28/08¹ to 10/31/08
	*Class K*					*Class K*			*Class R*				*Class R*

*Target 2050:*
Sold	12,760		$	85,031		10	$	100	—		$	—	10	$	100
Reinvested	—	*		2		—		—	—	*		2	—		—
Repurchased	(8,076	)		(48,821	)	—		—	—			—	—		—

Total	4,684		$	36,212		10	$	100	—		$	2	10	$	100


	For the Six Months Ended 4/30/09				For the Period 3/28/08¹ to 10/31/08			For the Six Months Ended 4/30/09					For the Period 3/28/08¹ to 10/31/08
	*Class C*				*Class C*			*Class I*					*Class I*

*Target 2050:*
Sold	3,686		$	25,550	10	$	100	2,214		$	14,986		2,354		$	22,054
Reinvested	—	*		2	—		—	113			757		—			—
Repurchased	—			—	—		—	(55	)		(340	)	(3	)		(27	)

Total	3,686		$	25,552	10	$	100	2,272		$	15,403		2,351		$	22,027

*Less than 1 share.
¹Commencement of operations.

At April 30, 2009, one shareholder owned the following in Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and five shareholders owned the following in Target 2050 Series:


*Series*	Shares Owned	Percentage of Series Shares Outstanding		*Value*

Target Income Series	4,111,929	99.7	%	$	38,693,252
Target 2010 Series	1,055,140	91.0	%		9,053,101
Target 2020 Series	1,626,071	84.9	%		13,008,568
Target 2030 Series	1,256,670	89.7	%		9,588,392
Target 2040 Series	504,080	87.8	%		3,770,518
Target 2050 Series	11,140	85.5	%		83,200

6.	FINANCIAL INSTRUMENTS

The underlying Series may trade in financial instruments with off-balance sheet risk in the normal course of their investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by any of the Series on April 30, 2009.


28

Notes to Financial Statements (unaudited)

7.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

At October 31, 2008, Target 2020 Series had a capital loss carryover of $86, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2016.

At April 30, 2009, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation and the net unrealized appreciation were as follows:


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
Cost for federal income tax purposes	$	37,468,108	$	9,341,969	$	14,180,188	$	9,651,453	$	3,781,650	$	91,541
Unrealized appreciation	$	1,360,389	$	609,201	$	1,144,110	$	1,048,089	$	517,702	$	9,236
Unrealized depreciation		—		—		—		—		—		—

Net unrealized appreciation	$	1,360,389	$	609,201	$	1,144,110	$	1,048,089	$	517,702	$	9,236

8.	RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, FASB Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”) was issued and is effective for fiscal


		29

Notes to Financial Statements (unaudited)

8.	RECENT ACCOUNTING PRONOUNCEMENTS (continued)

years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Series’ derivative and hedging activities, including how such activities are accounted for and their effect on the Series’ financial position and performance. Management is currently evaluating the impact of the adoption of FAS 161, but it is not expected to materially impact the Series’ financial statements.


30

Renewal of Investment Advisory Agreement (unaudited)

•


		31

Renewal of Investment Advisory Agreement (unaudited)

•


32

(THISPAGEINTENTIONALLYLEFTBLANK)


		33

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


34

Manning & Napier Fund, Inc.


DIVIDEND FOCUS SERIES		\|		Semi-Annual Report - April 30, 2009

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 7, 2008* to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/7/08*		Ending Account Value 4/30/09		Expenses Paid During Period 11/7/08*-4/30/09
Actual	$	1,000.00	$	945.00	$	2.75	¹
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.82	$	3.01	²

*Commencement of operations.

¹Expenses are equal to the Series’ annualized expense ratio (for the period 11/7/08 (commencement of operations) to 4/30/09) of 0.60%, multiplied by the average account value over the period, multiplied by 172/365 (to reflect the period since inception). The Series’ total return would have been lower had certain expenses not been waived or reimbursed during the period.

²Expenses are equal to the Series’ annualized expense ratio (for the period 11/7/08 (commencement of operations) to 4/30/09), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal period.


		1

Portfolio Composition as of April 30, 2009 (unaudited)

Sector Allocation¹

LOGO

¹As a percentage of net assets.


2

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS - 96.5%

Consumer Discretionary - 8.0%
Auto Components - 0.3%
Johnson Controls, Inc.	164	$	3,118

Distributors - 0.2%
Genuine Parts Co.	91		3,090

Hotels, Restaurants & Leisure - 2.6%
McDonald’s Corp.	610		32,507

Household Durables - 0.8%
The Black & Decker Corp.	30		1,209
Fortune Brands, Inc.	67		2,634
Leggett & Platt, Inc.	86		1,235
Newell Rubbermaid, Inc.	147		1,536
Snap-on, Inc.	22		746
The Stanley Works	38		1,445
Whirlpool Corp.	20		903

			9,708

Leisure Equipment & Products - 0.2%
Mattel, Inc.	179		2,678

Media - 1.3%
The McGraw-Hill Companies, Inc.	145		4,372
Pearson plc - ADR (United Kingdom) (Note 7)	207		2,145
Thomson Reuters Corp.	329		9,353

			15,870

Multiline Retail - 0.3%
J.C. Penney Co., Inc.	59		1,811
Nordstrom, Inc.	58		1,313

			3,124

Specialty Retail - 2.0%
The Home Depot, Inc.	882		23,214
Limited Brands, Inc.	177		2,021

			25,235

Textiles, Apparel & Luxury Goods - 0.3%
VF Corp.	55		3,260

Total Consumer Discretionary			98,590

Consumer Staples - 17.0%
Beverages - 8.7%
The Coca-Cola Co.	1,154		49,680
Diageo plc - ADR (United Kingdom) (Note 7)	317		15,168
PepsiCo, Inc.	852		42,396

			107,244


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Food & Staples Retailing - 0.6%
SYSCO Corp.	311	$	7,256

Food Products - 3.5%
Campbell Soup Co.	163		4,192
General Mills, Inc.	126		6,387
The Hershey Co.	122		4,409
H.J. Heinz Co.	155		5,335
The J.M. Smucker Co.	38		1,497
Kellogg Co.	157		6,611
Kraft Foods, Inc. - Class A	417		9,758
McCormick & Co., Inc. - NVS	53		1,561
Sara Lee Corp.	372		3,095

			42,845

Household Products - 0.9%
Kimberly-Clark Corp.	227		11,155

Personal Products - 0.2%
Avon Products, Inc.	114		2,595

Tobacco - 3.1%
Altria Group, Inc.	970		15,840
Lorillard, Inc.	45		2,841
Philip Morris International, Inc.	538		19,476

			38,157

Total Consumer Staples			209,252

Energy - 21.1%
Energy Equipment & Services - 0.4%
FMC Technologies, Inc.*	30		1,027
Tenaris S.A. - ADR (Luxembourg) (Note 7)	158		3,953

			4,980

Oil, Gas & Consumable Fuels - 20.7%
BP plc - ADR (United Kingdom) (Note 7)	1,129		47,937
Chevron Corp.	771		50,963
ConocoPhillips	711		29,151
EnCana Corp. (Canada) (Note 7)	201		9,192
Enerplus Resources Fund (Canada) (Note 7)	45		850
Marathon Oil Corp.	198		5,881
Penn West Energy Trust (Canada) (Note 7)	126		1,382
Repsol YPF, S.A. - ADR (Spain) (Note 7)	486		9,156
Royal Dutch Shell plc - Class A - ADR (Netherlands) (Note 7)	1,040		47,507
Sasol - ADR (South Africa) (Note 7)	185		5,570
Sunoco, Inc.	32		848


4		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Total S.A. - ADR (France) (Note 7)	908	$	45,146
The Williams Companies, Inc.	155		2,185

			255,768

Total Energy			260,748


Financials - 0.8%
Capital Markets - 0.2%
Federated Investors, Inc. - Class B	50		1,144
Invesco Ltd.	100		1,472
Waddell & Reed Financial, Inc. - Class A	29		650

			3,266

Insurance - 0.4%
Marsh & McLennan Companies, Inc.	229		4,830

Real Estate Investment Trusts (REITS) - 0.2%
Plum Creek Timber Co., Inc.	59		2,037

Total Financials			10,133

Health Care - 19.4%
Pharmaceuticals - 19.4%
Abbott Laboratories	643		26,910
AstraZeneca plc - ADR (United Kingdom) (Note 7)	770		26,927
Biovail Corp. (Canada) (Note 7)	44		484
Bristol-Myers Squibb Co.	1,022		19,622
Eli Lilly & Co.	563		18,534
GlaxoSmithKline plc - ADR (United Kingdom) (Note 7)	1,281		39,404
Johnson & Johnson	838		43,878
Merck & Co., Inc.	1,100		26,664
Pfizer, Inc.	2,759		36,860

Total Health Care			239,283

Industrials - 10.3%
Aerospace & Defense - 0.9%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	49		795
Honeywell International, Inc.	203		6,336
Northrop Grumman Corp.	87		4,206

			11,337

Air Freight & Logistics - 2.3%
United Parcel Service, Inc. - Class B	535		28,002

Building Products - 0.1%
Masco Corp.	188		1,666


The accompanying notes are an integral part of the financial statements.		5

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Commercial Services & Supplies - 1.0%
Avery Dennison Corp.	49	$	1,408
Pitney Bowes, Inc.	115		2,822
RR Donnelley & Sons Co.	111		1,293
Waste Management, Inc.	263		7,014

			12,537

Electrical Equipment - 1.5%
Cooper Industries Ltd. - Class A	82		2,689
Emerson Electric Co.	420		14,297
Hubbell, Inc. - Class B	23		764
Rockwell Automation, Inc.	38		1,200

			18,950

Industrial Conglomerates - 2.3%
3M Co.	364		20,966
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands) (Note 7)	228		4,099
Tyco International Ltd. (Switzerland) (Note 7)	112		2,661

			27,726

Machinery - 1.9%
Caterpillar, Inc.	160		5,693
Dover Corp.	49		1,508
Eaton Corp.	74		3,241
Harsco Corp.	21		579
Illinois Tool Works, Inc.	273		8,954
Ingersoll-Rand Co. Ltd. - Class A (Bermuda) (Note 7)	85		1,850
Pentair, Inc.	35		932

			22,757

Road & Rail - 0.3%
Norfolk Southern Corp.	98		3,497

Total Industrials			126,472

Information Technology - 8.4%
Electronic Equipment, Instruments & Components - 0.4%
AU Optronics Corp. - ADR (Taiwan) (Note 7)	227		2,463
Tyco Electronics Ltd. (Bermuda) (Note 7)	122		2,128

			4,591

IT Services - 1.2%
Automatic Data Processing, Inc.	279		9,821
Paychex, Inc.	199		5,375

			15,196


6		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Semiconductors & Semiconductor Equipment - 6.8%
Analog Devices, Inc.	151	$	3,213
Intel Corp.	2,867		45,241
Linear Technology Corp.	114		2,483
Maxim Integrated Products, Inc.	81		1,098
Microchip Technology, Inc.	96		2,208
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	2,801		29,607

			83,850

Total Information Technology			103,637

Materials - 8.6%
Chemicals - 2.4%
The Dow Chemical Co.	494		7,904
E.I. Du Pont de Nemours & Co.	466		13,001
Eastman Chemical Co.	37		1,468
International Flavors & Fragrances, Inc.	32		998
The Lubrizol Corp.	33		1,426
PPG Industries, Inc.	88		3,876
RPM International, Inc.	30		415

			29,088

Construction Materials - 0.3%
CRH plc - ADR (Ireland) (Note 7)	129		3,318

Containers & Packaging - 0.2%
Bemis Co., Inc.	46		1,106
Greif, Inc. - Class A	11		498
Sonoco Products Co.	50		1,221

			2,825

Metals & Mining - 5.7%
ArcelorMittal - NY Shares (Luxembourg) (Note 7)	383		9,031
BHP Billiton Ltd. - ADR (Australia) (Note 7)	678		32,639
Companhia Siderurgica Nacional S.A. (CSN) - ADR (Brazil) (Note 7)	208		3,852
Gerdau S.A. - ADR (Brazil) (Note 7)	618		4,388
Nucor Corp.	84		3,418
Rio Tinto plc - ADR (United Kingdom) (Note 7)	98		15,969
Steel Dynamics, Inc.	43		535
United States Steel Corp.	31		823

			70,655

Total Materials			105,886


The accompanying notes are an integral part of the financial statements.		7

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Telecommunication Services - 1.7%
Diversified Telecommunication Services - 1.4%
Brasil Telecom S.A. - ADR (Brazil) (Note 7)	94	$	1,750
CenturyTel, Inc.	27		733
Chunghwa Telecom Co. Ltd. - ADR (Taiwan) (Note 7)	229		4,328
Hellenic Telecommunications Organization S.A. (OTE) - ADR (Greece) (Note 7)	483		3,589
Magyar Telekom Telecommunications plc - ADR (Hungary) (Note 7)	105		1,216
Telecom Corp. of New Zealand Ltd. - ADR (New Zealand) (Note 7)	196		1,570
Telefonos de Mexico S.A.B. de C.V. (Telmex) - ADR (Mexico) (Note 7)	249		3,984

			17,170

Wireless Telecommunication Services - 0.3%
Cellcom Israel Ltd. (Israel) (Note 7)	27		588
Partner Communications Co. Ltd. - ADR (Israel) (Note 7)	82		1,332
Philippine Long Distance Telephone Co. - ADR (Philippines) (Note 7)	50		2,293

			4,213

Total Telecommunication Services			21,383

Utilities - 1.2%
Electric Utilities - 0.2%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil) (Note 7)	75		1,129
DPL, Inc.	31		695

			1,824

Gas Utilities - 0.1%
National Fuel Gas Co.	40		1,308
WGL Holdings, Inc.	13		405

			1,713

Multi-Utilities - 0.8%
MDU Resources Group, Inc.	77		1,353
Public Service Enterprise Group, Inc.	290		8,654

			10,007

Water Utilities - 0.1%
Cia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil) (Note 7)	52		1,467

Total Utilities			15,011


8		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)

TOTAL COMMON STOCKS (Identified Cost $1,188,302)		$	1,190,395


SHORT-TERM INVESTMENTS - 3.4%
Dreyfus Cash Management, Inc. - Institutional Shares (Identified Cost $42,208)	42,208		42,208

TOTAL INVESTMENTS - 99.9% (Identified Cost $1,230,510)			1,232,603
OTHER ASSETS, LESS LIABILITIES - 0.1%			1,761

NET ASSETS - 100%		$	1,234,364

ADR - American Depository Receipt

NVS - Non-Voting Shares

The Series’ portfolio holds as a percentage of net assets, greater than 10% in the following country:

United Kingdom - 12.0%.


The accompanying notes are an integral part of the financial statements.		9

Statement of Assets and Liabilities (unaudited)

April 30, 2009


ASSETS:

Investments, at value (identified cost $1,230,510) (Note 2)	$	1,232,603
Receivable from investment advisor (Note 3)		20,524
Dividends receivable		1,935
Foreign tax reclaims receivable		54

TOTAL ASSETS		1,255,116

LIABILITIES:

Accrued directors’ fees (Note 3)		1,585
Accrued Chief Compliance Officer service fees (Note 3)		456
Accrued fund accounting and transfer agent fees (Note 3)		344
Audit fees payable		15,050
Registration and filing fees payable		2,637
Other payables and accrued expenses		680

TOTAL LIABILITIES		20,752

TOTAL NET ASSETS	$	1,234,364

NET ASSETS CONSIST OF:

Capital stock	$	1,315
Additional paid-in-capital		1,230,457
Undistributed net investment income		6,164
Accumulated net realized loss on investments		(5,665	)
Net unrealized appreciation on investments		2,093

TOTAL NET ASSETS	$	1,234,364

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($1,234,364/131,510 shares)	$	9.39


10		The accompanying notes are an integral part of the financial statements.

Statement of Operations (unaudited)

For the Period November 7, 2008¹ to April 30, 2009


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $124)	$	11,142

EXPENSES:

Management fees (Note 3)		1,315
Directors’ fees (Note 3)		4,763
Chief Compliance Officer service fees (Note 3)		1,933
Fund accounting and transfer agent fees (Note 3)		1,749
Audit fees		15,050
Registration and filing fees		7,682
Custodian fees		1,528
Miscellaneous		719

Total Expenses		34,739
Less reduction of expenses (Note 3)		(32,964	)

Net Expenses		1,775

NET INVESTMENT INCOME		9,367

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized loss on investments		(5,665	)
Net change in unrealized appreciation on investments		2,093


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(3,572	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,795

¹Commencement of operations.


The accompanying notes are an integral part of the financial statements.		11

Statement of Changes in Net Assets


	For the Period 11/7/08¹ to 4/30/09 (unaudited)

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	9,367
Net realized loss on investments		(5,665	)
Net change in unrealized appreciation on investments		2,093

Net increase from operations		5,795

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(3,203	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		1,231,772

Net increase in net assets		1,234,364

NET ASSETS:

Beginning of period		—

End of period (including undistributed net investment income of $6,164)	$	1,234,364

¹ Commencement of operations.


12		The accompanying notes are an integral part of the financial statements.

Financial Highlights


		For the Period 11/7/08¹ to 4/30/09 (unaudited)

Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$10.00

Income (loss) from investment operations:
Net investment income		0.11
Net realized and unrealized loss on investments		(0.66)

Total from investment operations		(0.55)


Less distributions to shareholders:
From net investment income		(0.06)

Net asset value - End of period		$9.39

Net assets - End of period (000's omitted)		$1,234

Total return²		(5.50%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.60%³
Net investment income		3.18%³
Portfolio turnover		15%

* The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees and paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by 11.18%³.

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the period. Periods less than one year are not annualized.

³Annualized.


The accompanying notes are an integral part of the financial statements.		13

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Dividend Focus Series (the “Series”) is a no-load non-diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The Series’ investment objective is to provide competitive returns consistent with the broad equity market while providing a level of capital protection during market downturns through a passive quantitative investment approach.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2009, 4.5 billion shares have been designated in total among 28 series, of which 100 million have been designated as Dividend Focus Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

In September 2006, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) was issued, effective for fiscal years beginning after November 15, 2007. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 became effective for the Series as of November 7, 2008 (commencement of operations). The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


*Valuation Inputs*	Investments In Securities		Other Financial Instruments*

Level 1 – Quoted Prices	$	1,232,603	$	—
Level 2 – Other Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—

Total	$	1,232,603	$	—

* Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of April 30, 2009, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series for the period November 7, 2008 (commencement of operations) to April 30, 2009.

Security Transactions, Investment Income and Expenses

The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Foreign Currency Translation


		15

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes

The Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.

The Series is subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 – Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements to comply with the provisions of FIN 48. The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation, as this is the inception year for the Series, and it has not yet filed any tax returns.

Distributions of Income and Gains

Distributions to shareholders of net investment income are made quarterly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date.

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.45% of the Series’ average daily net assets.


16

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2010, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.60% of average daily net assets each year. Accordingly, the Advisor did not impose its fee of $1,315 and assumed expenses amounting to $31,632 for the period November 7, 2008 (commencement of operations) to April 30, 2009, which is included as a reduction of expenses on the Statement of Operations.

For fund accounting and transfer agent services, the Fund pays the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $17, which is included as a reduction of expenses on the Statement of Operations.

4.	PURCHASES AND SALES OF SECURITIES

For the period November 7, 2008 (commencement of operations) to April 30, 2009, purchases and sales of securities, other than United States Government securities and short-term securities, were $1,285,528 and $91,561, respectively. There were no purchases or sales of United States Government securities.


		17

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Dividend Focus Series were:


	For the period 11/7/08 (commencement of operations) to 4/30/09
	Shares	Amount
Sold	131,184	$	1,228,569
Reinvested	326		3,203
Repurchased	—		—

Total	131,510	$	1,231,772

At April 30, 2009, two shareholders owned 65,179 shares of the Series (49.6% of shares outstanding) valued at $612,031. Investment activities of these shareholders may have a material effect on the Series. In addition, the Advisor owned 50,322 shares (38.3% of shares outstanding) valued at $472,524.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year.


18

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

At April 30, 2009, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	1,230,510
Unrealized appreciation	$	47,351
Unrealized depreciation		(45,258	)

Net unrealized appreciation	$	2,093

9.	RECENT ACCOUNTING PRONOUNCEMENTS


		19

Renewal of Investment Advisory Agreement (unaudited)

•


20

Renewal of Investment Advisory Agreement (unaudited)

•


		21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


22

Manning & Napier Fund, Inc.


OVERSEAS SERIES		\|		Semi-Annual Report - April 30, 2009

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09
Actual	$	1,000.00	$	988.50	$	3.70
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.08	$	3.76

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


1

Portfolio Composition as of April 30, 2009 (unaudited)

Country Allocation¹

LOGO

¹As a percentage of net assets.

²Miscellaneous

Hong Kong 0.8%

Ireland 1.1%

South Korea 1.4%

Spain 1.3%

Thailand 0.9%

United States 1.3%

Sector Allocation³

LOGO

³As a percentage of net assets.


		2

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS - 89.0%

Consumer Discretionary - 8.2%
Automobiles - 0.7%
Suzuki Motor Corp. (Japan)	94,000	$	1,756,065

Hotels, Restaurants & Leisure - 0.9%
Club Mediterranee S.A.* (France)	143,168		2,271,802

Leisure Equipment & Products - 1.2%
Sankyo Co. Ltd. (Japan)	58,000		2,929,412

Media - 4.3%
Grupo Televisa S.A. - ADR (Mexico)	341,880		5,292,302
Societe Television Francaise 1 (France)	573,600		5,417,907

			10,710,209

Textiles, Apparel & Luxury Goods - 1.1%
Adidas AG (Germany)	70,430		2,664,697

Total Consumer Discretionary			20,332,185

Consumer Staples - 15.4%
Beverages - 4.1%
Carlsberg A/S - Class B (Denmark)	111,964		5,450,112
Heineken N.V. (Netherlands)	155,400		4,641,936

			10,092,048

Food & Staples Retailing - 2.0%
Carrefour S.A. (France)	124,090		5,070,828

Food Products - 7.3%
Cadbury plc (United Kingdom)	445,626		3,344,601
Nestle S.A. (Switzerland)	139,050		4,552,943
Unilever plc - ADR (United Kingdom)	516,000		10,041,360

			17,938,904

Personal Products - 2.0%
L'Oreal S.A. (France)	31,530		2,261,558
Natura Cosmeticos S.A. (Brazil)	235,090		2,796,386

			5,057,944

Total Consumer Staples			38,159,724

Energy - 4.5%
Energy Equipment & Services - 4.5%
Calfrac Well Services Ltd. (Canada)	398,610		3,207,591
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France)	355,230		5,211,531
Trican Well Service Ltd. (Canada)	355,480		2,738,358

Total Energy			11,157,480


3		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS (continued)

Financials - 4.6%
Commercial Banks - 0.5%
Societe Generale (France)	24,560	$	1,272,479

Diversified Financial Services - 1.0%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	53,390		2,542,650

Insurance - 3.1%
Allianz SE (Germany)	49,610		4,569,722
Willis Group Holdings Ltd. (United Kingdom)	109,300		3,006,843

			7,576,565

Total Financials			11,391,694

Health Care - 19.5%
Health Care Equipment & Supplies - 6.1%
Covidien Ltd. (Bermuda)	154,910		5,108,932
Nobel Biocare Holding AG (Switzerland)	196,970		4,049,883
Straumann Holding AG (Switzerland)	14,140		2,602,454
Synthes, Inc. (United States)	32,670		3,321,402

			15,082,671

Health Care Providers & Services - 5.1%
BML, Inc. (Japan)	77,100		1,356,679
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	3,482,700		2,321,142
Diagnosticos da America S.A.* (Brazil)	201,000		2,928,836
Sonic Healthcare Ltd. (Australia)	717,990		6,082,097

			12,688,754

Life Sciences Tools & Services - 5.2%
Lonza Group AG (Switzerland)	83,410		7,690,387
QIAGEN N.V.* (Netherlands)	305,800		5,039,584

			12,729,971

Pharmaceuticals - 3.1%
Novartis AG - ADR (Switzerland)	164,690		6,243,398
Santen Pharmaceutical Co. Ltd. (Japan)	47,100		1,330,360

			7,573,758

Total Health Care			48,075,154

Industrials - 15.8%
Aerospace & Defense - 3.3%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	507,760		8,235,867


The accompanying notes are an integral part of the financial statements.		4

Investment Portfolio - April 30, 2009 (unaudited)


	*Shares*	*Value* *(Note 2)*


COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 2.5%
TNT N.V. (Netherlands)	333,361	$	6,200,461

Airlines - 1.1%
Ryanair Holdings plc - ADR* (Ireland)	96,060		2,627,241

Electrical Equipment - 4.8%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	344,390		4,897,226
Gamesa Corporacion Tecnologica S.A. (Spain)	174,240		3,316,903
Nexans S.A. (France)	75,240		3,515,553

			11,729,682

Industrial Conglomerates - 4.1%
Siemens AG (Germany)	113,130		7,568,240
Tyco International Ltd. (Switzerland)	112,470		2,672,287

			10,240,527

Total Industrials			39,033,778

Information Technology - 18.4%
Communications Equipment - 3.9%
Alcatel-Lucent - ADR* (France)	1,713,890		4,284,725
Nokia - ADR (Finland)	379,050		5,359,767

			9,644,492

Semiconductors & Semiconductor Equipment - 5.3%
ASML Holding N.V. (Netherlands)	318,490		6,555,858
Tokyo Electron Ltd. (Japan)	145,500		6,610,953

			13,166,811

Software - 9.2%
Amdocs Ltd.* (Guernsey)	505,540		10,580,952
Misys plc (United Kingdom)	947,670		1,948,093
SAP AG - ADR (Germany)	93,280		3,553,035
Square Enix Holdings Co. Ltd. (Japan)	129,000		2,313,103
UbiSoft Entertainment S.A.* (France)	214,260		4,223,296

			22,618,479

Total Information Technology			45,429,782

Materials - 0.5%
Paper & Forest Products - 0.5%
Norbord, Inc. (Canada)	1,117,820		1,218,077


5		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


	Shares/ Principal Amount		*Value* *(Note 2)*

COMMON STOCKS (continued)

Telecommunication Services - 2.1%
Wireless Telecommunication Services - 2.1%

Hutchison Telecommunications International Ltd. (Hong Kong)		6,307,000	$	1,875,281
SK Telecom Co. Ltd. - ADR (South Korea)		217,020		3,400,703

Total Telecommunication Services				5,275,984

TOTAL COMMON STOCKS (Identified Cost $299,077,541)				220,073,858


PREFERRED STOCKS - 1.0%
Consumer Staples - 1.0%
Household Products - 1.0%
Henkel AG & Co. KGaA (Germany) (Identified Cost $3,074,173)		86,020		2,327,110


SHORT-TERM INVESTMENTS - 8.8%
Dreyfus Cash Management, Inc. - Institutional Shares		5,723,010		5,723,010
Federal Home Loan Bank Discount Note, 6/4/2009	$	5,000,000		4,999,514
U.S. Treasury Bill, 6/4/2009		11,000,000		10,998,396

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $21,720,979)				21,720,920

TOTAL INVESTMENTS - 98.8% (Identified Cost $323,872,693)				244,121,888

OTHER ASSETS, LESS LIABILITIES - 1.2%				3,068,526

NET ASSETS - 100%			$	247,190,414

*Non-income producing security

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

The Series' portfolio holds, as a percentage of net assets, greater than 10% in the following countries:

France - 14.6%; Switzerland - 13.2%.


The accompanying notes are an integral part of the financial statements.		6

Statement of Assets & Liabilities (unaudited)

April 30, 2009


ASSETS:


Investments, at value (identified cost $323,872,693) (Note 2)	$	244,121,888
Foreign currency, at value (cost $416,033)		416,949
Receivable for securities sold		3,995,075
Dividends receivable		473,750
Receivable for fund shares sold		400,951
Foreign tax reclaims receivable		276,754

TOTAL ASSETS		249,685,367

LIABILITIES:

Accrued management fees (Note 3)		122,302
Accrued fund accounting and transfer agent fees (Note 3)		9,587
Accrued Chief Compliance Officer service fees (Note 3)		506
Payable for securities purchased		2,313,009
Audit fees payable		21,788
Custodian fees payable		15,125
Registration and filing fees payable		10,965
Due to custodian		155
Other payables and accrued expenses		1,516

TOTAL LIABILITIES		2,494,953

TOTAL NET ASSETS	$	247,190,414

NET ASSETS CONSIST OF:

Capital stock	$	147,783
Additional paid-in-capital		343,791,622
Undistributed net investment income		1,974,175
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(18,966,921	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(79,756,245	)

TOTAL NET ASSETS	$	247,190,414

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($247,190,414/14,778,264 shares)	$	16.73


7		The accompanying notes are an integral part of the financial statements.

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2009



INVESTMENT INCOME:

Dividends (net of foreign tax withheld, $361,191)	$	4,283,086
Interest		1,212

Total Investment Income		4,284,298

EXPENSES:

Management fees (Note 3)		686,066
Fund accounting and transfer agent fees (Note 3)		55,771
Directors' fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		26,850
Miscellaneous		43,753

Total Expenses		820,049
Less reduction of expenses (Note 3)		(82,907	)

Net Expenses		737,142

NET INVESTMENT INCOME		3,547,156

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain (loss) on -
Investments		(18,973,753	)
Foreign currency and translation of other assets and liabilities		25,615

		(18,948,138	)

Net change in unrealized depreciation on -
Investments		19,332,641
Foreign currency and translation of other assets and liabilities		(4,297	)

		19,328,344


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		380,206

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,927,362


The accompanying notes are an integral part of the financial statements.		8

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,547,156		$	3,465,823
Net realized gain (loss) on investments and foreign currency		(18,948,138	)		4,293,017
Net change in unrealized appreciation (depreciation) on investments and foreign currency		19,328,344			(125,388,293	)

Net increase (decrease) from operations		3,927,362			(117,629,453	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,819,796	)		(1,913,152	)
From net realized gain on investments		(4,482,170	)		(17,685,972	)

Total distributions to shareholders		(9,301,966	)		(19,599,124	)

CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		78,193,836			94,962,306

Net increase (decrease) in net assets		72,819,232			(42,266,271	)

NET ASSETS:

Beginning of period		174,371,182			216,637,453

End of period (including undistributed net investment income of $1,974,175 and $3,246,815, respectively)	$	247,190,414		$	174,371,182


9		The accompanying notes are an integral part of the financial statements.

Financial Highlights


	For the Six Months Ended 4/30/09 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/09 (unaudited)	*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$17.78	$33.55	$26.69	$21.56	$18.84	$15.66

Income (loss) from investment operations:
Net investment income	0.22	0.34	0.40²	0.42²	0.21	0.17
Net realized and unrealized gain (loss) on investments	(0.46)³	(13.17)	7.16	6.42	2.85	3.18

Total from investment operations	(0.24)	(12.83)	7.56	6.84	3.06	3.35

Less distributions to shareholders:
From net investment income	(0.42)	(0.29)	(0.17)	(0.21)	(0.15)	(0.17)
From net realized gain on investments	(0.39)	(2.65)	(0.53)	(1.50)	(0.19)	—

Total distributions to shareholders	(0.81)	(2.94)	(0.70)	(1.71)	(0.34)	(0.17)

Net asset value - End of period	$16.73	$17.78	$33.55	$26.69	$21.56	$18.84

Net assets - End of period (000's omitted)	$247,190	$174,371	$216,637	$87,418	$1,617	$1,044

Total return¹	(1.15%)	(41.58%)	28.88%	33.68%	16.34%	21.58%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.75%⁴	0.80%	0.84%	0.95%	1.05%	1.05%
Net investment income	3.61%⁴	1.48%	1.34%	1.69%	1.15%	1.08%
Portfolio turnover	14%	43%	54%	54%	40%	35%


* The investment advisor did not impose all or a portion of its management fee and fund accounting and transfer agent fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following
amount:	0.08%⁴	0.03%	N/A	0.09%	4.16%	5.63%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain periods. Periods less than one year are not annualized.

²Calculated based on average shares outstanding during the period.

³The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.

⁴Annualized.


The accompanying notes are an integral part of the financial statements.		10

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Overseas Series (the “Series”) is a no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The Series’ investment objective is to provide long-term growth by investing primarily in common stocks of issuers from outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2009, 4.5 billion shares have been designated in total among 28 series, of which 100 million have been designated as Overseas Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


Valuation Inputs	Investments In Securities		Other Financial Instruments*
Level 1 – Quoted Prices	$	226,248,696	$	—
Level 2 – Other Significant Observable Inputs		17,873,192		—
Level 3 – Significant Unobservable Inputs		—		—

Total	$	244,121,888	$	—

There were no Level 3 securities held by the Series as of October 31, 2008 or April 30, 2009.

Security Transactions, Investment Income and Expenses

The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Foreign Currency Translation


		12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets.


13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2010, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. Accordingly, the Advisor waived fees of $80,911 for the six months ended April 30, 2009, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

For fund accounting and transfer agent services, the Fund pays the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $1,996, which is included as a reduction of expenses on the Statement of Operations.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2009, purchases and sales of securities, other than United States Government securities and short-term securities, were $81,903,845 and $26,129,763, respectively. There were no purchases or sales of United States Government securities.


		14

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Overseas Series were:


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Sold	5,471,646		$	86,024,061		2,953,611		$	82,422,779
Reinvested	474,684			7,609,183		630,236			18,062,553
Repurchased	(975,679	)		(15,439,408	)	(232,654	)		(5,523,026	)

Total	4,970,651		$	78,193,836		3,351,193		$	94,962,306

At April 30, 2009, the retirement plan of the Advisor and its affiliates owned 120,560 shares of the Series (0.8% of shares outstanding) valued at $2,016,969. In addition, two shareholders owned 4,925,785 shares of the Series (33.3% of shares outstanding) valued at $82,408,383. Investment activities of these shareholders may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


Ordinary income	$	15,153,583
Long-term capital gains		4,445,541


15

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Cost for federal income tax purposes	$	323,900,263
Unrealized appreciation	$	4,520,399
Unrealized depreciation		(84,298,774	)

Net unrealized depreciation	$	(79,778,375	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS


		16

Renewal of Investment Advisory Agreement (unaudited)

•


17

Renewal of Investment Advisory Agreement (unaudited)

•


		18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


19

Manning & Napier Fund, Inc.


PRO-BLEND^® CONSERVATIVE TERM SERIES	\|	Semi-Annual Report - April 30, 2009
PRO-BLEND^® MODERATE TERM SERIES
PRO-BLEND^® EXTENDED TERM SERIES
PRO-BLEND^® MAXIMUM TERM SERIES

LOGO

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

The Actual lines of the table below provide information about actual account values and actual expenses. You may use the information in these lines, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example for the Class in which you have invested with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the Hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09*		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,039.40	$	4.55	0.90	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.33	$	4.51	0.90	%
Class I
Actual	$	1,000.00	$	1,038.30	$	3.54	0.70	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.32	$	3.51	0.70	%

*Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total return would have been lower had certain expenses not been waived during the period.


		1

Portfolio Composition - Pro-Blend^® Conservative Term Series (unaudited)

As of April 30, 2009

Asset Allocation¹

LOGO

¹As a percentage of net assets.

²A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Financials		14.90%
Industrials		8.89%
Information Technology		8.22%
Consumer Discretionary		8.04%
Health Care		5.41%
Consumer Staples		3.10%
Materials		3.01%
Energy		1.40%
Utilities		1.00%
Telecommunication Services		0.11%

⁴Including common stocks, preferred stocks, warrants, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings⁵


Google, Inc. - Class A		1.21%
Weyerhaeuser Co.		1.06%
Cisco Systems, Inc.		1.04%
Southwest Airlines Co.		1.04%
Unilever plc - ADR (United Kingdom)		0.95%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶


U.S. Treasury Note, 4.00%, 2/15/2015		6.67%
U.S. Treasury Note, 4.875%, 4/30/2011		4.50%
U.S. Treasury Note, 4.00%, 11/15/2012		4.25%
U.S. Treasury Note, 3.50%, 11/15/2009		3.98%
General Electric Capital Corp., 3.00%, 12/9/2011		2.60%

⁶As a percentage of total investments.


2

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*		Value (Note 2)


COMMON STOCKS - 27.16%

Consumer Discretionary - 3.40%
Auto Components - 0.01%
Autoliv, Inc. (Sweden) (Note 7)	380		$	9,375
Hankook Tire Co. Ltd. (South Korea) (Note 7)	840			10,026

				19,401

Automobiles - 0.02%
Suzuki Motor Corp. (Japan) (Note 7)	1,800			33,627

Hotels, Restaurants & Leisure - 1.28%
Carnival Corp.	72,259			1,942,322
Club Mediterranee S.A.* (France) (Note 7)	305			4,840
International Game Technology	74,450			919,457

				2,866,619

Household Durables - 0.38%
Corporacion Geo S.A.B. de C.V. - Class B* (Mexico) (Note 7)	2,270			2,962
Fortune Brands, Inc.	18,260			717,801
LG Electronics, Inc. (South Korea) (Note 7)	120			9,923
NVR, Inc.*	60			30,322
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	14,800			98,044

				859,052

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan) (Note 7)	300			15,152

Media - 1.21%
Comcast Corp. - Class A	57,851			894,376
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	2,170			33,592
Impresa S.A. (SGPS)* (Portugal) (Note 7)	820			868
The McGraw-Hill Companies, Inc.	820			24,723
Mediacom Communications Corp. - Class A*	9,010			51,267
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	198			5,861
Societe Television Francaise 1 (France) (Note 7)	3,630			34,287
The Walt Disney Co.	76,550			1,676,445
Wolters Kluwer N.V. (Netherlands) (Note 7)	290	��		4,803

				2,726,222

Multiline Retail - 0.01%
Nordstrom, Inc.	980			22,177
PPR (France) (Note 7)	65			5,026

				27,203


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 0.48%
Dick’s Sporting Goods, Inc.*	2,560	$	48,640
The Home Depot, Inc.	18,976		499,448
KOMERI Co. Ltd. (Japan) (Note 7)	100		2,104
Lowe’s Companies, Inc.	23,130		497,295
Tiffany & Co.	640		18,522
Tractor Supply Co.*	540		21,805

			1,087,814

Textiles, Apparel & Luxury Goods - 0.00%**
Adidas AG (Germany) (Note 7)	130		4,918
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	40		3,037

			7,955

Total Consumer Discretionary			7,643,045

Consumer Staples - 2.69%
Beverages - 0.04%
The Boston Beer Co., Inc. - Class A*	730		19,418
Carlsberg A/S - Class B (Denmark) (Note 7)	790		38,455
Diageo plc (United Kingdom) (Note 7)	290		3,487
Heineken N.V. (Netherlands) (Note 7)	670		20,013

			81,373

Food & Staples Retailing - 0.06%
BJ’s Wholesale Club, Inc.*	1,040		34,674
Carrefour S.A. (France) (Note 7)	2,110		86,223
Casino Guichard-Perrachon S.A. (France) (Note 7)	100		6,293
Tesco plc (United Kingdom) (Note 7)	2,675		13,340

			140,530

Food Products - 2.56%
Cadbury plc (United Kingdom) (Note 7)	8,553		64,194
Dean Foods Co.*	21,060		435,942
General Mills, Inc.	17,230		873,389
Danone S.A. (France) (Note 7)	160		7,648
Kellogg Co.	22,720		956,739
Nestle S.A. (Switzerland) (Note 7)	37,410		1,224,923
Sanderson Farms, Inc.	590		23,541
Suedzucker AG (Germany) (Note 7)	120		2,322
Unilever plc - ADR (United Kingdom) (Note 7)	111,760		2,174,850

			5,763,548


4		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.01%
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	585	$	23,074

Personal Products - 0.02%
Alberto-Culver Co.	1,150		25,634
Natura Cosmeticos S.A. (Brazil) (Note 7)	960		11,419

			37,053

Total Consumer Staples			6,045,578

Energy - 1.09%
Energy Equipment & Services - 1.04%
Baker Hughes, Inc.	27,555		980,407
Calfrac Well Services Ltd. (Canada) (Note 7)	4,190		33,717
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	2,175		31,909
Dril-Quip, Inc.*	740		25,441
Trican Well Service Ltd. (Canada) (Note 7)	4,270		32,893
Weatherford International Ltd.*	74,004		1,230,687

			2,335,054

Oil, Gas & Consumable Fuels - 0.05%
BP plc (United Kingdom) (Note 7)	450		3,211
Edge Petroleum Corp.*	1,950		390
Forest Oil Corp.*	145		2,320
Mariner Energy, Inc.*	111		1,263
Petroleo Brasileiro S.A. (Petrobras) - ADR (Brazil) (Note 7)	1,680		45,326
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	156		3,592
Royal Dutch Shell plc - Class B - ADR (Netherlands) (Note 7)	650		29,575
Total S.A. (France) (Note 7)	480		24,349

			110,026

Total Energy			2,445,080

Financials - 1.58%
Capital Markets - 0.61%
Bank of New York Mellon Corp.¹	1,010		25,735
Federated Investors, Inc. - Class B	4,730		108,222
Franklin Resources, Inc.	550		33,264
Janus Capital Group, Inc.	5,090		51,053
Northern Trust Corp.	310		16,852
SEI Investments Co.	76,120		1,067,964


The accompanying notes are an integral part of the financial statements.		5

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
State Street Corp.	490	$	16,724
T. Rowe Price Group, Inc.	1,220		46,994

			1,366,808

Commercial Banks - 0.07%
BNP Paribas (France) (Note 7)	100		5,325
Commerzbank AG (Germany) (Note 7)	250		1,678
Credit Agricole S.A. (France) (Note 7)	160		2,371
The Hachijuni Bank Ltd. (Japan) (Note 7)	800		4,706
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	977		34,781
Societe Generale (France) (Note 7)	716		37,097
Societe Generale - ADR (France) (Note 7)	2,315		23,474
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	800		3,318
TCF Financial Corp.	2,650		36,861

			149,611

Consumer Finance - 0.62%
American Express Co.	55,120		1,390,126
Discover Financial Services	2,070		16,829

			1,406,955

Diversified Financial Services - 0.08%
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	665		31,670
ING Groep N.V. (Netherlands) (Note 7)	185		1,734
JPMorgan Chase & Co.	2,340		77,220
Moody’s Corp.	2,540		74,981

			185,605

Insurance - 0.18%
Allianz SE (Germany) (Note 7)	1,200		110,536
AXA S.A. (France) (Note 7)	160		2,698
Brown & Brown, Inc.	1,110		21,601
First American Corp.	1,800		50,544
Muenchener Rueckver AG (Germany) (Note 7)	305		41,639
Principal Financial Group, Inc.	850		13,889
The Progressive Corp.	5,140		78,539
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	3,115		85,694

			405,140


6		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) - 0.00%**
Alstria Office REIT AG (Germany) (Note 7)	880	$	5,297

Thrifts & Mortgage Finance - 0.02%
Aareal Bank AG (Germany) (Note 7)	525		4,903
First Niagara Financial Group, Inc.	2,330		31,548

			36,451

Total Financials			3,555,867

Health Care - 5.26%
Biotechnology - 0.27%
Celera Corp.*	20,420		165,198
Cepheid, Inc.*	3,740		36,278
Genzyme Corp.*	7,620		406,375

			607,851

Health Care Equipment & Supplies - 1.14%
Abaxis, Inc.*	3,230		48,838
Align Technology, Inc.*	7,520		93,323
Becton, Dickinson & Co.	19,180		1,160,006
Boston Scientific Corp.*	8,150		68,541
Covidien Ltd. (Bermuda) (Note 7)	3,760		124,005
DENTSPLY International, Inc.	3,010		86,146
Dexcom, Inc.*	29,790		133,459
Gen-Probe, Inc.*	3,030		145,925
Inverness Medical Innovations, Inc.*	5,780		186,636
Micrus Endovascular Corp.*	1,775		12,283
Nobel Biocare Holding AG (Switzerland) (Note 7)	5,240		107,739
OraSure Technologies, Inc.*	19,235		69,631
Orthofix International N.V.* (Netherlands Antilles) (Note 7)	2,810		47,910
Sirona Dental Systems, Inc.*	4,260		69,694
Straumann Holding AG (Switzerland) (Note 7)	475		87,423
Synthes, Inc.	900		91,499
Zimmer Holdings, Inc.*	660		29,033

			2,562,091

Health Care Providers & Services - 0.57%
Bio-Reference Laboratories, Inc.*	2,540		65,202
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand) (Note 7)	12,000		7,998
Diagnosticos da America S.A.* (Brazil) (Note 7)	8,170		119,048


The accompanying notes are an integral part of the financial statements.		7

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Quest Diagnostics, Inc.	18,000	$	923,940
Sonic Healthcare Ltd. (Australia) (Note 7)	19,910		168,658

			1,284,846

Health Care Technology - 0.64%
Allscripts - Misys Healthcare Solutions, Inc.	5,530		68,683
Cerner Corp.*	21,780		1,171,764
Eclipsys Corp.*	15,640		206,448

			1,446,895

Life Sciences Tools & Services - 1.46%
Caliper Life Sciences, Inc.*	23,247		33,476
Exelixis, Inc.*	19,100		94,163
Icon plc - ADR* (Ireland) (Note 7)	4,150		65,736
Kendle International, Inc.*	2,100		18,690
Lonza Group AG (Switzerland) (Note 7)	4,970		458,233
Luminex Corp.*	3,900		63,999
Millipore Corp.*	11,120		657,192
PerkinElmer, Inc.	65,233		950,445
Pharmaceutical Product Development, Inc. (PPD)	3,180		62,360
QIAGEN N.V.* (Netherlands) (Note 7)	4,760		78,445
Thermo Fisher Scientific, Inc.*	22,610		793,159

			3,275,898

Pharmaceuticals - 1.18%
AstraZeneca plc (United Kingdom) (Note 7)	25		882
AstraZeneca plc - ADR (United Kingdom) (Note 7)	120		4,196
Bayer AG (Germany) (Note 7)	1,140		56,629
GlaxoSmithKline plc (United Kingdom) (Note 7)	695		10,782
Johnson & Johnson	24,790		1,298,004
Novartis AG - ADR (Switzerland) (Note 7)	33,368		1,264,981
Sanofi-Aventis (France) (Note 7)	31		1,795
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	400		11,298
Shire plc (United Kingdom) (Note 7)	635		7,987

			2,656,554

Total Health Care			11,834,135


8		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials - 3.22%
Aerospace & Defense - 0.02%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	2,855	$	46,308
Hexcel Corp.*	910		8,727

			55,035

Air Freight & Logistics - 1.28%
FedEx Corp.	26,185		1,465,313
TNT N.V. (Netherlands) (Note 7)	2,117		39,369
United Parcel Service, Inc. - Class B	26,212		1,371,936

			2,876,618

Airlines - 1.06%
Deutsche Lufthansa AG (Germany) (Note 7)	610		7,686
Southwest Airlines Co.	340,925		2,379,656

			2,387,342

Building Products - 0.02%
Owens Corning, Inc.*	2,130		38,127

Commercial Services & Supplies - 0.02%
Tomra Systems ASA (Norway) (Note 7)	11,910		44,478

Electrical Equipment - 0.03%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	2,320		32,990
Gamesa Corporacion Tecnologica S.A. (Spain) (Note 7)	930		17,704
Nexans S.A. (France) (Note 7)	390		18,222

			68,916

Industrial Conglomerates - 0.72%
3M Co.	26,071		1,501,690
Siemens AG (Germany) (Note 7)	1,670		111,721

			1,613,411

Machinery - 0.03%
FreightCar America, Inc.	1,610		30,960
Lindsay Corp.	350		13,618
Wabtec Corp.	550		20,977

			65,555

Professional Services - 0.03%
Equifax, Inc.	1,240		36,158
Experian plc (Ireland) (Note 7)	6,260		41,660

			77,818


The accompanying notes are an integral part of the financial statements.		9

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Road & Rail - 0.01%
Old Dominion Freight Line, Inc.*	590	$	16,608

Trading Companies & Distributors - 0.00%**
Rush Enterprises, Inc. - Class A*	660		8,686

Total Industrials			7,252,594

Information Technology - 8.15%
Communications Equipment - 2.09%
Alcatel-Lucent - ADR* (France) (Note 7)	18,500		46,250
BigBand Networks, Inc.*	13,500		79,110
Blue Coat Systems, Inc.*	8,080		107,141
Cisco Systems, Inc.*	123,548		2,386,947
Corning, Inc.	2,790		40,790
Infinera Corp.*	10,590		89,380
Juniper Networks, Inc.*	20,776		449,800
Nokia - ADR (Finland) (Note 7)	91,747		1,297,303
Plantronics, Inc.	3,750		47,775
Riverbed Technology, Inc.*	8,860		162,315

			4,706,811

Computers & Peripherals - 0.79%
Diebold, Inc.	330		8,722
EMC Corp.*	140,980		1,766,479

			1,775,201

Electronic Equipment, Instruments & Components - 0.02%
LoJack Corp.*	13,460		46,033

Internet Software & Services - 1.29%
comScore, Inc.*	4,100		52,316
Google, Inc. - Class A*	7,025		2,781,689
Vocus, Inc.*	3,490		59,330

			2,893,335

IT Services - 0.51%
Automatic Data Processing, Inc.	26,148		920,410
Global Payments, Inc.	790		25,327
Online Resources Corp.*	14,210		60,961
Paychex, Inc.	3,100		83,731
Redecard S.A. (Brazil) (Note 7)	4,100		51,677

			1,142,106


10		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Semiconductors & Semiconductor Equipment - 0.23%
ASML Holding N.V. (Netherlands) (Note 7)	1,850	$	38,081
ASML Holding N.V. - NY Shares (Netherlands) (Note 7)	3,110		65,776
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	230		2,584
KLA-Tencor Corp.	2,420		67,131
Lam Research Corp.*	2,240		62,451
Netlogic Microsystems, Inc.*	4,030		131,338
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	2,310		24,417
Tokyo Electron Ltd. (Japan) (Note 7)	2,700		122,677

			514,455

Software - 3.22%
Amdocs Ltd.* (Guernsey) (Note 7)	6,575		137,615
Autodesk, Inc.*	49,420		985,435
Electronic Arts, Inc. (EA)*	76,370		1,554,129
Intuit, Inc.*	2,160		49,961
Microsoft Corp.	99,250		2,010,805
Misys plc (United Kingdom) (Note 7)	1,205		2,477
Salesforce.com, Inc.*	18,070		773,577
SAP AG (Germany) (Note 7)	640		24,320
SAP AG - ADR (Germany) (Note 7)	40,410		1,539,217
Square Enix Holdings Co. Ltd. (Japan) (Note 7)	200		3,586
TIBCO Software, Inc.*	12,610		79,695
UbiSoft Entertainment S.A.* (France) (Note 7)	3,850		75,888

			7,236,705

Total Information Technology			18,314,646

Materials - 1.63%
Chemicals - 0.50%
Arkema (France) (Note 7)	2		46
Calgon Carbon Corp.*	2,540		43,129
Monsanto Co.	12,530		1,063,672
The Scotts Miracle-Gro Co. - Class A	700		23,639

			1,130,486

Containers & Packaging - 0.02%
Bemis Co., Inc.	2,100		50,484

Metals & Mining - 0.02%
Antofagasta plc - ADR (United Kingdom) (Note 7)	2,800		48,959


The accompanying notes are an integral part of the financial statements.		11

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials (continued)
Paper & Forest Products - 1.09%
Norbord, Inc. (Canada) (Note 7)	5,770	$	6,287
Weyerhaeuser Co.	68,994		2,432,728

			2,439,015

Total Materials			3,668,944

Telecommunication Services - 0.11%
Diversified Telecommunication Services - 0.02%
France Telecom S.A. (France) (Note 7)	1,180		26,334
Swisscom AG - ADR (Switzerland) (Note 7)	800		20,760

			47,094

Wireless Telecommunication Services - 0.09%
American Tower Corp. - Class A*	1,280		40,653
Crown Castle International Corp.*	2,690		65,959
Hutchison Telecommunications International Ltd.² (Hong Kong) (Note 7)	6,550		1,948
SBA Communications Corp. - Class A*	1,610		40,572
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	3,090		48,420

			197,552

Total Telecommunication Services			244,646

Utilities - 0.03%
Electric Utilities - 0.02%
E.ON AG (Germany) (Note 7)	1,255		42,253

Multi-Utilities - 0.00%**
National Grid plc (United Kingdom) (Note 7)	740		6,178

Water Utilities - 0.01%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)	437		6,228
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)	620		6,725

			12,953

Total Utilities			61,384

TOTAL COMMON STOCKS (Identified Cost $64,161,071)			61,065,919


PREFERRED STOCKS - 0.02%
Consumer Staples - 0.00%**
Household Products - 0.00%**
Henkel AG & Co. KGaA (Germany) (Note 7)	330		8,928


12		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	Shares/ Principal Amount		Value (Note 2)


PREFERRED STOCKS (continued)

Financials - 0.02%
Commercial Banks - 0.02%
PNC Financial Services Group, Inc. - Series K		65,000	$	38,944

TOTAL PREFERRED STOCKS (Identified Cost $74,601)				47,872


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $215)		348		20


CORPORATE BONDS - 28.08%
Convertible Corporate Bonds - 0.09%
Consumer Discretionary - 0.02%
Hotels, Restaurants & Leisure - 0.02%
Carnival Corp., 2.00%, 4/15/2021	$	55,000		53,488

Health Care - 0.05%
Biotechnology - 0.05%
Amgen, Inc., 0.375%, 2/1/2013		110,000		99,412

Information Technology - 0.02%
Computers & Peripherals - 0.02%
EMC Corp., 1.75%, 12/1/2013		40,000		41,100

Total Convertible Corporate Bonds (Identified Cost $205,175)				194,000


Non-Convertible Corporate Bonds - 27.99%
Consumer Discretionary - 4.79%
Hotels, Restaurants & Leisure - 1.00%
McDonald’s Corp., 5.80%, 10/15/2017		1,920,000		2,056,082
McDonald’s Corp., 6.30%, 10/15/2037		190,000		193,798

				2,249,880

Household Durables - 0.81%
Fortune Brands, Inc., 4.875%, 12/1/2013		1,800,000		1,636,679
Fortune Brands, Inc., 5.375%, 1/15/2016		195,000		170,267

				1,806,946

Media - 1.93%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		130,000		117,550
AT&T Broadband Corp. (now known as Comcast Cable Communications Holdings, Inc.), 8.375%, 3/15/2013		1,800,000		1,984,793


The accompanying notes are an integral part of the financial statements.		13

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Comcast Corp., 6.50%, 11/15/2035	$	55,000	$	51,378
Comcast Corp., 6.95%, 8/15/2037		170,000		167,862
The Walt Disney Co., 5.625%, 9/15/2016		1,800,000		1,858,196
The Walt Disney Co., 7.00%, 3/1/2032		145,000		160,025

				4,339,804

Multiline Retail - 0.08%
Target Corp., 6.00%, 1/15/2018		180,000		181,365

Specialty Retail - 0.94%
Home Depot, Inc., 5.40%, 3/1/2016		275,000		264,146
Lowe’s Companies, Inc., 6.10%, 9/15/2017		1,800,000		1,857,321

				2,121,467

Textiles, Apparel & Luxury Goods - 0.03%
VF Corp., 5.95%, 11/1/2017		75,000		73,198

Total Consumer Discretionary				10,772,660

Consumer Staples - 0.48%
Beverages - 0.22%
The Coca-Cola Co., 5.35%, 11/15/2017		160,000		168,730
Pepsico, Inc., 5.00%, 6/1/2018		110,000		113,133
Pepsico, Inc., 7.90%, 11/1/2018		170,000		205,168

				487,031

Food & Staples Retailing - 0.11%
The Kroger Co., 6.75%, 4/15/2012		240,000		256,112

Food Products - 0.15%
General Mills, Inc., 5.65%, 2/15/2019		165,000		168,459
Kraft Foods Inc., 6.125%, 2/1/2018		165,000		167,489

				335,948

Total Consumer Staples				1,079,091

Energy - 0.34%
Energy Equipment & Services - 0.16%
Baker Hughes, Inc., 7.50%, 11/15/2018		150,000		168,812
Weatherford International Ltd., 9.625%, 3/1/2019		170,000		183,468

				352,280

Oil, Gas & Consumable Fuels - 0.18%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		95,000		85,951
Apache Corp., 6.90%, 9/15/2018		155,000		169,275


14		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Arch Western Finance LLC, 6.75%, 7/1/2013	$	180,000	$	157,050

				412,276

Total Energy				764,556

Financials - 13.63%
Capital Markets - 1.70%
The Goldman Sachs Group, Inc.⁴, 3.25%, 6/15/2012		3,266,000		3,404,028
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		190,000		179,214
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		55,000		38,951
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		20,000		11,684
Morgan Stanley, 5.55%, 4/27/2017		202,000		176,916

				3,810,793

Commercial Banks - 3.24%
Household Finance Co. (now known as HSBC Finance Corp.), 6.375%, 11/27/2012		55,000		51,545
HSBC Financial Corp., 7.00%, 5/15/2012		250,000		242,154
Key Bank National Association⁴, 3.20%, 6/15/2012		3,476,000		3,583,579
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		190,000		158,921
PNC Bank National Association, 5.25%, 1/15/2017		195,000		163,137
PNC Funding Corp.⁴, 2.30%, 6/22/2012		2,246,000		2,253,353
U.S. Bank National Association, 6.375%, 8/1/2011		30,000		31,393
U.S. Bank National Association, 6.30%, 2/4/2014		100,000		103,996
Wachovia Corp., 5.25%, 8/1/2014		185,000		164,421
Wells Fargo & Co.⁴, 3.00%, 12/9/2011		515,000		530,646

				7,283,145

Consumer Finance - 0.99%
American Express Credit Co.³, Series B, 0.63938%, 10/4/2010		280,000		256,761
American Express Credit Co., Series C, 7.30%, 8/20/2013		1,800,000		1,803,247
SLM Corp., Series A, 4.00%, 1/15/2010		185,000		174,900

				2,234,908


The accompanying notes are an integral part of the financial statements.		15

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services - 7.68%
Bank of America Corp., 6.25%, 4/15/2012	$	1,800,000	$	1,747,832
Bank of America Corp.⁴, 3.125%, 6/15/2012		5,518,000		5,718,563
Bank of America Corp., 5.75%, 8/15/2016		205,000		151,051
Citigroup, Inc.⁴, 2.875%, 12/9/2011		5,788,000		5,947,072
JPMorgan Chase & Co.⁴, 3.125%, 12/1/2011		3,600,000		3,711,388

				17,275,906

Insurance - 0.02%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		80,000		23,365
American International Group, Inc., 4.25%, 5/15/2013		30,000		11,084

				34,449

Total Financials				30,639,201

Health Care - 0.22%
Pharmaceuticals - 0.22%
Abbott Laboratories, 5.60%, 11/30/2017		160,000		168,098
Johnson & Johnson, 5.95%, 8/15/2037		160,000		171,454
Wyeth, 6.50%, 2/1/2034		155,000		156,892

Total Health Care				496,444

Industrials - 5.87%
Aerospace & Defense - 0.16%
Boeing Co., 6.00%, 3/15/2019		175,000		184,025
Honeywell International, Inc., 5.30%, 3/1/2018		170,000		174,566

				358,591

Air Freight & Logistics - 0.12%
FedEx Corp., 8.00%, 1/15/2019		80,000		86,604
United Parcel Service, Inc., 6.20%, 1/15/2038		180,000		186,138

				272,742

Airlines - 0.09%
Southwest Airlines Co., 5.25%, 10/1/2014		210,000		193,769

Commercial Services & Supplies - 0.08%
Waste Management, Inc., 7.375%, 3/11/2019		180,000		182,537

Industrial Conglomerates - 3.48%
General Electric Capital Corp.⁴, Series G, 3.00%, 12/9/2011		5,798,000		5,981,605
General Electric Capital Corp., 5.625%, 5/1/2018		1,800,000		1,570,385


16		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Industrial Conglomerates (continued)
General Electric Co., 5.25%, 12/6/2017	$	180,000	$	170,334
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		130,000		101,309

				7,823,633

Machinery - 0.99%
Caterpillar Financial Service Corp., Series F, 7.05%, 10/1/2018		165,000		163,076
John Deere Capital Corp., 5.50%, 4/13/2017		20,000		19,490
John Deere Capital Corp., 5.75%, 9/10/2018		2,060,000		2,035,616

				2,218,182

Road & Rail - 0.95%
CSX Corp., 6.25%, 4/1/2015		1,800,000		1,800,905
CSX Corp., 6.00%, 10/1/2036		225,000		169,342
Union Pacific Corp., 5.65%, 5/1/2017		175,000		166,159

				2,136,406

Total Industrials				13,185,860

Information Technology - 0.23%
Communications Equipment - 0.15%
Cisco Systems, Inc., 5.90%, 2/15/2039		180,000		170,354
Corning, Inc., 6.20%, 3/15/2016		180,000		165,078

				335,432

Computers & Peripherals - 0.08%
IBM Corp., 8.00%, 10/15/2038		155,000		191,549

Total Information Technology				526,981

Materials - 1.44%
Chemicals - 0.93%
E.I. du Pont de Nemours & Co., 5.875%, 1/15/2014		1,800,000		1,918,359
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		165,000		169,438

				2,087,797

Metals & Mining - 0.51%
Alcoa, Inc., 5.87%, 2/23/2022		70,000		46,095
BHP Billiton Finance (USA) Ltd., 6.50%, 4/1/2019		925,000		1,004,709
Freeport-McMoRan Copper & Gold, 4.995%, 4/1/2015		120,000		105,300

				1,156,104

Total Materials				3,243,901


The accompanying notes are an integral part of the financial statements.		17

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	Principal Amount/ Shares		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities - 0.99%
Electric Utilities - 0.95%
Allegheny Energy Supply Co. LLC⁵, 8.25%, 4/15/2012	$	85,000	$	85,848
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013		1,800,000		1,822,023
Exelon Generation Co. LLC, 5.35%, 1/15/2014		55,000		52,170
Southwestern Electric Power Co., 6.45%, 1/15/2019		185,000		179,491

				2,139,532

Multi-Utilities - 0.04%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		85,000		89,142

Total Utilities				2,228,674

Total Non-Convertible Corporate Bonds (Identified Cost $63,260,702)				62,937,368

TOTAL CORPORATE BONDS (Identified Cost $63,465,877)				63,131,368


MUTUAL FUNDS - 0.46%
Financial Select Sector SPDR Fund		5,220		56,480
iShares iBoxx High Yield Corporate Bond Fund		3,760		286,775
iShares iBoxx Investment Grade Corporate Bond Fund		7,280		700,336

TOTAL MUTUAL FUNDS (Identified Cost $1,007,030)				1,043,591


U.S. TREASURY SECURITIES - 27.16%
U.S. Treasury Bonds - 1.43%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	1,410,000		1,670,850
U.S. Treasury Bond, 5.375%, 2/15/2031		1,300,000		1,531,156

Total U.S. Treasury Bonds (Identified Cost $3,152,099)				3,202,006

U.S. Treasury Notes - 25.73%
U.S. Treasury Note, 3.50%, 11/15/2009		9,000,000		9,152,928
U.S. Treasury Note, 5.00%, 2/15/2011		1,000,000		1,074,375
U.S. Treasury Note, 4.875%, 4/30/2011		9,600,000		10,350,000
U.S. Treasury Note, 4.00%, 11/15/2012		9,000,000		9,757,269
U.S. Treasury Note, 3.625%, 5/15/2013		5,525,000		5,936,784
U.S. Treasury Note, 4.00%, 2/15/2015		14,000,000		15,315,776
U.S. Treasury Note, 3.50%, 2/15/2018		3,000,000		3,111,327


18		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


U.S. TREASURY SECURITIES (continued)

U.S. Treasury Notes (continued)
U.S. Treasury Note, 3.75%, 11/15/2018	$	3,000,000	$	3,153,990

Total U.S. Treasury Notes (Identified Cost $55,025,246)				57,852,449

TOTAL U.S. TREASURY SECURITIES (Identified Cost $58,177,345)				61,054,455


U.S. GOVERNMENT AGENCIES - 11.30%
Mortgage-Backed Securities - 9.39%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020		17,822		18,610
Fannie Mae, Pool #816064, 4.50%, 4/1/2020		142,178		146,598
Fannie Mae, Pool #863151, 4.50%, 11/1/2020		99,233		102,318
Fannie Mae, Pool #851149, 5.00%, 4/1/2021		291,668		302,366
Fannie Mae, Pool #899023, 4.50%, 1/1/2022		95,464		98,204
Fannie Mae, Pool #899287, 5.00%, 2/1/2022		98,266		101,763
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		798,243		821,147
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		1,861,496		1,914,723
Fannie Mae, Pool #790393, 6.50%, 9/1/2034		4,106		4,376
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		504,245		514,129
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		1,383,319		1,467,637
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		108,059		114,646
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		231,130		241,878
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		2,295		2,435
Fannie Mae, Pool #950248, 6.00%, 10/1/2037		158,523		165,894
Fannie Mae, Pool #976516, 5.00%, 5/1/2038		28,688		29,536
Fannie Mae, Pool #981636, 5.00%, 6/1/2038		34,407		35,424
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		1,700,886		1,779,887
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		853,622		878,780
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		857,222		882,486
Fannie Mae, TBA⁶, 6.00%, 5/12/2039		950,000		993,046
Fannie Mae, TBA⁶, 5.00%, 5/12/2039		3,450,000		3,548,111
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		13,016		13,567
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		83,027		85,452
Federal Home Loan Mortgage Corp., Pool #G11912, 5.50%, 3/1/2021		282,340		294,020
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		58,021		60,049
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		48,680		50,653
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022		163,003		167,486


The accompanying notes are an integral part of the financial statements.		19

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Federal Home Loan Mortgage Corp., Pool #J06512, 5.00%, 12/1/2022	$	173,424	$	179,487
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023		86,464		89,968
Federal Home Loan Mortgage Corp., Pool #G13136, 4.50%, 5/1/2023		118,201		121,444
Federal Home Loan Mortgage Corp., Pool #G01736, 6.50%, 9/1/2034		9,992		10,678
Federal Home Loan Mortgage Corp., Pool #A52888, 6.50%, 10/1/2036		108,210		114,772
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		331,677		341,278
Federal Home Loan Mortgage Corp., Pool #A82556, 5.50%, 10/1/2038		194,950		201,847
GNMA, Pool #365225, 9.00%, 11/15/2024		2,024		2,194
GNMA, Pool #398655, 6.50%, 5/15/2026		1,189		1,265
GNMA, Pool #452826, 9.00%, 1/15/2028		2,100		2,350
GNMA, Pool #460820, 6.00%, 6/15/2028		15,169		15,965
GNMA, Pool #458983, 6.00%, 1/15/2029		34,369		36,205
GNMA, Pool #530481, 8.00%, 8/15/2030		16,929		18,866
GNMA, Pool #577796, 6.00%, 1/15/2032		27,894		29,411
GNMA, Pool #631703, 6.50%, 9/15/2034		7,118		7,503
GNMA, Pool #003808, 6.00%, 1/20/2036		496,303		517,605
GNMA, Pool #651235, 6.50%, 2/15/2036		325,810		343,163
GNMA, Pool #003830, 5.50%, 3/20/2036		1,123,187		1,167,099
GNMA, Pool #671304, 5.50%, 6/15/2037		213,747		222,326
GNMA, Pool #671531, 5.50%, 9/15/2037		217,013		225,723
GNMA, Pool #671161, 5.50%, 11/15/2037		623,348		648,365
GNMA, Pool #703481, 5.50%, 2/15/2039		1,895,613		1,971,396

Total Mortgage-Backed Securities (Identified Cost $20,630,572)				21,104,131

Other Agencies - 1.91%
Fannie Mae, 4.875%, 5/18/2012		1,135,000		1,238,345
Fannie Mae, 6.25%, 5/15/2029		512,000		615,745
Fannie Mae, 7.25%, 5/15/2030		458,000		612,195
Fannie Mae, 6.625%, 11/15/2030		486,000		612,976
Federal Home Loan Mortgage Corp., 6.75%, 3/15/2031		480,000		613,635
Federal Home Loan Mortgage Corp., 6.25%, 7/15/2032		504,000		613,443

Total Other Agencies (Identified Cost $4,216,470)				4,306,339

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $24,847,042)				25,410,470


20		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Conservative Term Series*	Shares/ Principal Amount		Value (Note 2)


SHORT-TERM INVESTMENTS - 8.02%
Dreyfus Cash Management, Inc. - Institutional Shares		11,120,485	$	11,120,485
U.S. Treasury Bill, 6/4/2009	$	2,000,000		1,999,709
U.S. Treasury Bill, 8/27/2009		4,910,000		4,907,795

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $17,998,175)				18,027,989

TOTAL INVESTMENTS - 102.20% (Identified Cost $229,731,356)				229,781,684

LIABILITIES, LESS OTHER ASSETS - (2.20%)				(4,946,625	)

NET ASSETS - 100%			$	224,835,059

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Security has been valued at fair value (see Note 2 to the financial statements).

³The coupon rate is a floating rate and is subject to change monthly. The coupon rate stated is the rate as of April 30, 2009.

⁴Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $85,848, or 0.04%, of the Series’ net assets as of April 30, 2009 (see Note 2 to the financial statements).

⁶Securities purchased on a forward commitment or when-issued basis. TBA - to be announced.


The accompanying notes are an integral part of the financial statements.		21

Statement of Assets and Liabilities - Pro-Blend^® Conservative Term Series (unaudited)

April 30, 2009


ASSETS:


Investments, at value (identified cost $229,731,356) (Note 2)	$	229,781,684
Foreign currency, at value (cost $31,732)		31,635
Receivable for securities sold		1,567,817
Interest receivable		1,551,856
Receivable for fund shares sold		707,373
Dividends receivable		89,550
Foreign tax reclaims receivable		17,915
Prepaid registration and filing fees		13,299

TOTAL ASSETS		233,761,129

LIABILITIES:

Accrued management fees (Note 3)		104,592
Accrued shareholder services fees (Class S) (Note 3)		27,716
Accrued fund accounting and transfer agent fees (Note 3)		7,950
Accrued Chief Compliance Officer service fees (Note 3)		506
Payable for purchases of delayed delivery securities		4,556,122
Payable for securities purchased		4,050,820
Payable for fund shares repurchased		154,880
Audit fees payable		19,710
Due to custodian		4
Other payables and accrued expenses		3,770

TOTAL LIABILITIES		8,926,070

TOTAL NET ASSETS	$	224,835,059

NET ASSETS CONSIST OF:

Capital stock	$	206,854
Additional paid-in-capital		227,248,532
Undistributed net investment income		1,426,441
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,096,715	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		49,947

TOTAL NET ASSETS	$	224,835,059

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($174,225,794/15,315,569 shares)	$	11.38

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($50,609,265/5,369,825 shares)	$	9.42


22		The accompanying notes are an integral part of the financial statements.

Statement of Operations - Pro-Blend^® Conservative Term Series (unaudited)

For the Six Months Ended April 30, 2009


INVESTMENT INCOME:


Interest	$	2,178,596
Dividends (net of foreign tax withheld, $19,885)		537,853

Total Investment Income		2,716,449

EXPENSES:

Management fees (Note 3)		525,514
Shareholder services fees (Class S) (Note 3)		151,808
Fund accounting and transfer agent fees (Note 3)		59,494
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		10,621
Miscellaneous		41,378

Total Expenses		796,424
Less reduction of expenses (Note 3)		(29,058	)

Net Expenses		767,366

NET INVESTMENT INCOME		1,949,083

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized loss on -
Investments		(1,567,873	)
Foreign currency and translation of other assets and liabilities		(4,043	)

		(1,571,916	)


Net change in unrealized appreciation (depreciation) on -
Investments		7,718,686
Foreign currency and translation of other assets and liabilities		2,571

		7,721,257


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		6,149,341

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	8,098,424


The accompanying notes are an integral part of the financial statements.		23

Statements of Changes in Net Assets - Pro-Blend^® Conservative Term Series


	For the Six Months Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,949,083		$	2,827,876
Net realized loss on investments and foreign currency		(1,571,916	)		(2,432,127	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		7,721,257			(11,077,037	)

Net increase (decrease) from operations		8,098,424			(10,681,288	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(2,398,053	)		(2,505,754	)
From net investment income (Class I)		(2,504	)		(2	)
From net realized gain on investments (Class S)		—			(3,940,142	)

Total distributions to shareholders		(2,400,557	)		(6,445,898	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		79,885,944			45,811,636

Net increase in net assets		85,583,811			28,684,450

NET ASSETS:

Beginning of period		139,251,248			110,566,798

End of period (including undistributed net investment income of $1,426,441 and $1,877,915, respectively)	$	224,835,059		$	139,251,248


24		The accompanying notes are an integral part of the financial statements.

Financial Highlights - Pro-Blend^® Conservative Term Series - Class S


	For the Six Months Ended 4/30/09 *(unaudited)*	*For the Years Ended*
	For the Six Months Ended 4/30/09 *(unaudited)*	*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.13	$12.74	$12.35	$11.90	$11.54	$11.32

Income (loss) from investment operations:
Net investment income	0.12¹	0.24	0.30	0.28	0.17	0.18
Net realized and unrealized gain (loss) on investments	0.31	(1.15)	0.65	0.69	0.46	0.48

Total from investment operations	0.43	(0.91)	0.95	0.97	0.63	0.66

Less distributions to shareholders:
From net investment income	(0.18)	(0.27)	(0.31)	(0.20)	(0.18)	(0.17)
From net realized gain on investments	—	(0.43)	(0.25)	(0.32)	(0.09)	(0.27)

Total distributions to shareholders	(0.18)	(0.70)	(0.56)	(0.52)	(0.27)	(0.44)

Net asset value - End of period	$11.38	$11.13	$12.74	$12.35	$11.90	$11.54

Net assets - End of period (000’s omitted)	$174,226	$139,174	$110,567	$71,790	$45,899	$26,844

Total return²	3.94%	(7.52%)	7.95%	8.49%	5.49%	5.93%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.90%³	0.92%	0.99%	1.00%	1.00%	1.00%
Net investment income	2.17%³	2.33%	2.73%	2.65%	1.81%	1.77%
Series portfolio turnover	27%	45%	49%	48%	60%	25%

*The investment advisor did not impose all or a portion of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.03%³	0.05%	N/A	0.07%	0.21%	0.32%

¹Calculated based on average shares outstanding during the period.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

³Annualized.


The accompanying notes are an integral part of the financial statements.		25

Financial Highlights - Pro-Blend^® Conservative Term Series - Class I


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹to 10/31/08


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.27	$10.00

Income (loss) from investment operations:
Net investment income	0.11²	0.06
Net realized and unrealized gain (loss) on investments	0.24	(0.74)

Total from investment operations	0.35	(0.68)

Less distributions to shareholders:
From net investment income	(0.20)	(0.05)

Net asset value - End of period	$9.42	$9.27

Net assets - End of period (000’s omitted)	$50,609	$77

Total return³	3.83%	(6.81%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁴	0.70%	0.70%
Net investment income⁴	2.51%	1.81%
Series portfolio turnover	27%	45%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have
been increased by the following amount⁴:	0.02%	0.15%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized.

⁴Annualized.


26		The accompanying notes are an integral part of the financial statements.

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the Hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09*		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,018.00	$	5.50	1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.34	$	5.51	1.10	%
Class I
Actual	$	1,000.00	$	1,019.90	$	4.26	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.58	$	4.26	0.85	%


		27

Portfolio Composition - Pro-Blend^® Moderate Term Series (unaudited)

As of April 30, 2009

Asset Allocation¹

LOGO

¹As a percentage of net assets.

²A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Financials		15.48%
Information Technology		14.93%
Health Care		9.70%
Industrials		8.17%
Consumer Discretionary		7.84%
Consumer Staples		5.39%
Materials		3.13%
Energy		2.39%
Utilities		0.39%
Telecommunication Services		0.20%

⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings⁵


Google, Inc. - Class A		2.23%
Cisco Systems, Inc.		1.87%
Weyerhaeuser Co.		1.87%
Southwest Airlines Co.		1.81%
Unilever plc - ADR (United Kingdom)		1.75%
Carnival Corp.		1.52%
Microsoft Corp.		1.50%
EMC Corp.		1.47%
The Walt Disney Co.		1.27%
Electronic Arts, Inc. (E.A.)		1.23%

⁵As a percentage of total investments.


28

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 50.68%

Consumer Discretionary - 6.92%
Auto Components - 0.03%
Autoliv, Inc. (Sweden) (Note 7)	820	$	20,229
Hankook Tire Co. Ltd. (South Korea) (Note 7)	5,000		59,677

			79,906

Automobiles - 0.02%
Suzuki Motor Corp. (Japan) (Note 7)	3,600		67,254

Hotels, Restaurants & Leisure - 2.33%
Carnival Corp.	169,265		4,549,843
Club Mediterranee S.A.* (France) (Note 7)	2,590		41,098
International Game Technology	171,760		2,121,236

			6,712,177

Household Durables - 0.75%
Corporacion Geo S.A.B. de C.V. - Class B* (Mexico) (Note 7)	12,430		16,218
Fortune Brands, Inc.	46,450		1,825,949
LG Electronics, Inc. (South Korea) (Note 7)	750		62,017
NVR, Inc.*	120		60,644
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	26,910		178,267

			2,143,095

Leisure Equipment & Products - 0.02%
Sankyo Co. Ltd. (Japan) (Note 7)	1,100		55,558

Media - 2.26%
Comcast Corp. - Class A	139,593		2,158,108
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	7,490		115,945
Impresa S.A. (SGPS)* (Portugal) (Note 7)	8,330		8,816
The McGraw-Hill Companies, Inc.	3,140		94,671
Mediacom Communications Corp. - Class A*	23,650		134,568
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	1,384		40,966
Societe Television Francaise 1 (France) (Note 7)	14,590		137,809
The Walt Disney Co.	173,420		3,797,898
Wolters Kluwer N.V. (Netherlands) (Note 7)	1,995		33,042

			6,521,823

Multiline Retail - 0.03%
Nordstrom, Inc.	2,860		64,722
PPR (France) (Note 7)	325		25,130

			89,852


The accompanying notes are an integral part of the financial statements.		29

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 1.46%
Dick’s Sporting Goods, Inc.*	4,400	$	83,600
The Home Depot, Inc.	42,870		1,128,338
KOMERI Co. Ltd. (Japan) (Note 7)	1,600		33,671
Lowe’s Companies, Inc.	56,970		1,224,855
The Sherwin-Williams Co.	29,040		1,644,826
Tiffany & Co.	1,800		52,092
Tractor Supply Co.*	1,075		43,409

			4,210,791

Textiles, Apparel & Luxury Goods - 0.02%
Adidas AG (Germany) (Note 7)	810		30,646
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	480		36,442

			67,088

Total Consumer Discretionary			19,947,544

Consumer Staples - 4.97%
Beverages - 0.10%
The Boston Beer Co., Inc. - Class A*	1,560		41,496
Carlsberg A/S - Class B (Denmark) (Note 7)	2,350		114,392
Diageo plc (United Kingdom) (Note 7)	1,980		23,806
Heineken N.V. (Netherlands) (Note 7)	2,570		76,768
Kirin Holdings Co. Ltd. (Japan) (Note 7)	3,400		37,345

			293,807

Food & Staples Retailing - 0.14%
BJ’s Wholesale Club, Inc.*	1,690		56,345
Carrefour S.A. (France) (Note 7)	6,180		252,540
Casino Guichard-Perrachon S.A. (France) (Note 7)	560		35,241
Tesco plc (United Kingdom) (Note 7)	12,175		60,715

			404,841

Food Products - 4.66%
Cadbury plc (United Kingdom) (Note 7)	27,698		207,885
Dean Foods Co.*	59,030		1,221,921
General Mills, Inc.	37,590		1,905,437
Danone S.A. (France) (Note 7)	1,470		70,270
Kellogg Co.	49,560		2,086,972
Nestle S.A. (Switzerland) (Note 7)	81,360		2,663,987
Sanderson Farms, Inc.	670		26,733
Suedzucker AG (Germany) (Note 7)	1,710		33,095
Unilever plc - ADR (United Kingdom) (Note 7)	268,524		5,225,477

			13,441,777


30		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.03%
Kao Corp. (Japan) (Note 7)	700	$	13,141
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	1,430		56,402

			69,543

Personal Products - 0.04%
Alberto-Culver Co.	2,450		54,611
Natura Cosmeticos S.A. (Brazil) (Note 7)	4,240		50,435

			105,046

Total Consumer Staples			14,315,014

Energy - 2.07%
Energy Equipment & Services - 1.95%
Baker Hughes, Inc.	66,555		2,368,027
Calfrac Well Services Ltd. (Canada) (Note 7)	12,510		100,667
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	8,330		122,208
Dril-Quip, Inc.*	1,680		57,758
Trican Well Service Ltd. (Canada) (Note 7)	11,690		90,051
Weatherford International Ltd.*	172,740		2,872,666

			5,611,377

Oil, Gas & Consumable Fuels - 0.12%
BP plc (United Kingdom) (Note 7)	4,640		33,110
Edge Petroleum Corp.*	8,170		1,634
Forest Oil Corp.*	650		10,400
Mariner Energy, Inc.*	691		7,864
Petroleo Brasileiro S.A. (Petrobras) - ADR (Brazil) (Note 7)	4,930		133,011
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	1,622		37,349
Royal Dutch Shell plc - Class B - ADR (Netherlands) (Note 7)	1,900		86,450
Total S.A. (France) (Note 7)	820		41,596

			351,414

Total Energy			5,962,791

Financials - 3.09%
Capital Markets - 1.13%
Bank of New York Mellon Corp.¹	2,490		63,445
Daiwa Securities Group, Inc. (Japan) (Note 7)	2,000		10,365
Federated Investors, Inc. - Class B	13,510		309,109
Franklin Resources, Inc.	1,005		60,782


The accompanying notes are an integral part of the financial statements.		31

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
Janus Capital Group, Inc.	10,910	$	109,427
Northern Trust Corp.	670		36,421
SEI Investments Co.	179,320		2,515,860
State Street Corp.	1,040		35,495
T. Rowe Price Group, Inc.	2,660		102,463

			3,243,367

Commercial Banks - 0.22%
BNP Paribas (France) (Note 7)	480		25,558
The Chugoku Bank Ltd. (Japan) (Note 7)	2,800		35,185
Commerzbank AG (Germany) (Note 7)	1,625		10,910
Credit Agricole S.A. (France) (Note 7)	1,005		14,890
The Hachijuni Bank Ltd. (Japan) (Note 7)	4,800		28,235
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	3,392		120,755
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	2,800		15,193
Societe Generale (France) (Note 7)	1,386		71,810
Societe Generale - ADR (France) (Note 7)	4,440		45,022
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	4,800		19,911
TCF Financial Corp.	5,370		74,697
U.S. Bancorp	9,620		175,276

			637,442

Consumer Finance - 1.13%
American Express Co.	128,130		3,231,439
Discover Financial Services	4,410		35,853

			3,267,292

Diversified Financial Services - 0.18%
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	1,665		79,294
ING Groep N.V. (Netherlands) (Note 7)	1,285		12,046
JPMorgan Chase & Co.	5,980		197,340
Moody’s Corp.	7,250		214,020

			502,700

Insurance - 0.38%
Allianz SE (Germany) (Note 7)	3,080		283,708
AXA S.A. (France) (Note 7)	1,260		21,244
Brown & Brown, Inc.	4,330		84,262
First American Corp.	5,030		141,242
Muenchener Rueckver AG (Germany) (Note 7)	765		104,440


32		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
Principal Financial Group, Inc.	2,490	$	40,687
The Progressive Corp.	13,160		201,085
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	7,735		212,790

			1,089,458

Real Estate Investment Trusts (REITS) - 0.01%
Alstria Office REIT AG (Germany) (Note 7)	5,200		31,300

Thrifts & Mortgage Finance - 0.04%
Aareal Bank AG (Germany) (Note 7)	3,310		30,914
First Niagara Financial Group, Inc.	6,800		92,072

			122,986

Total Financials			8,894,545

Health Care - 9.66%
Biotechnology - 0.45%
Celera Corp.*	25,510		206,376
Cepheid, Inc.*	10,960		106,312
Genzyme Corp.*	17,680		942,874
Medarex, Inc.*	7,600		44,992

			1,300,554

Health Care Equipment & Supplies - 2.22%
Abaxis, Inc.*	8,140		123,077
Align Technology, Inc.*	22,990		285,306
Becton, Dickinson & Co.	40,650		2,458,512
bioMerieux (France) (Note 7)	3,540		266,371
Boston Scientific Corp.*	19,190		161,388
Covidien Ltd. (Bermuda) (Note 7)	11,220		370,036
DENTSPLY International, Inc.	6,680		191,182
Dexcom, Inc.*	79,030		354,054
Gen-Probe, Inc.*	6,400		308,224
Inverness Medical Innovations, Inc.*	16,310		526,650
Micrus Endovascular Corp.*	6,235		43,146
Nobel Biocare Holding AG (Switzerland) (Note 7)	14,320		294,432
OraSure Technologies, Inc.*	55,800		201,996
Orthofix International N.V.* (Netherlands Antilles) (Note 7)	7,750		132,137
Sirona Dental Systems, Inc.*	9,240		151,166
STAAR Surgical Co.*	26,740		23,130
Straumann Holding AG (Switzerland) (Note 7)	1,260		231,902
Synthes, Inc.	2,630		267,379

			6,390,088


The accompanying notes are an integral part of the financial statements.		33

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services - 1.03%
Bio-Reference Laboratories, Inc.*	5,830	$	149,656
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand) (Note 7)	45,000		29,991
Diagnosticos da America S.A.* (Brazil) (Note 7)	20,450		297,984
Quest Diagnostics, Inc.	41,160		2,112,743
Sonic Healthcare Ltd. (Australia) (Note 7)	45,540		385,770

			2,976,144

Health Care Technology - 1.33%
Allscripts - Misys Healthcare Solutions, Inc.	11,900		147,798
Cerner Corp.*	58,519		3,148,322
Eclipsys Corp.*	39,633		523,156

			3,819,276

Life Sciences Tools & Services - 2.45%
Caliper Life Sciences, Inc.*	91,758		132,132
Exelixis, Inc.*	44,970		221,702
Icon plc - ADR* (Ireland) (Note 7)	8,960		141,926
Kendle International, Inc.*	6,200		55,180
Lonza Group AG (Switzerland) (Note 7)	2,916		268,855
Luminex Corp.*	10,920		179,197
Millipore Corp.*	26,360		1,557,876
PerkinElmer, Inc.	156,369		2,278,296
Pharmaceutical Product Development, Inc. (PPD)	6,980		136,878
QIAGEN N.V.* (Netherlands) (Note 7)	17,140		282,467
Thermo Fisher Scientific, Inc.*	51,470		1,805,568

			7,060,077

Pharmaceuticals - 2.18%
AstraZeneca plc (United Kingdom) (Note 7)	240		8,465
AstraZeneca plc - ADR (United Kingdom) (Note 7)	790		27,626
Bayer AG (Germany) (Note 7)	2,545		126,422
GlaxoSmithKline plc (United Kingdom) (Note 7)	1,950		30,252
Johnson & Johnson	55,390		2,900,220
Novartis AG - ADR (Switzerland) (Note 7)	80,960		3,069,194
Sanofi-Aventis (France) (Note 7)	390		22,582
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,200		33,895
Shire plc (United Kingdom) (Note 7)	3,905		49,117


34		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	700	$	24,848

			6,292,621

Total Health Care			27,838,760

Industrials - 5.72%
Aerospace & Defense - 0.07%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	11,130		180,529
Hexcel Corp.*	3,500		33,565

			214,094

Air Freight & Logistics - 2.15%
FedEx Corp.	56,040		3,135,998
TNT N.V. (Netherlands) (Note 7)	7,190		133,733
United Parcel Service, Inc. - Class B	56,070		2,934,704

			6,204,435

Airlines - 1.89%
Deutsche Lufthansa AG (Germany) (Note 7)	3,875		48,827
Southwest Airlines Co.	774,020		5,402,660

			5,451,487

Building Products - 0.04%
Owens Corning, Inc.*	6,580		117,782

Commercial Services & Supplies - 0.04%
Tomra Systems ASA (Norway) (Note 7)	27,750		103,632

Electrical Equipment - 0.08%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	7,540		107,219
Gamesa Corporacion Tecnologica S.A. (Spain) (Note 7)	2,730		51,969
Nexans S.A. (France) (Note 7)	1,640		76,628

			235,816

Industrial Conglomerates - 1.28%
3M Co.	58,296		3,357,850
Siemens AG (Germany) (Note 7)	4,880		326,465
Sonae (Portugal) (Note 7)	16,575		14,055
Sonae Capital S.A. (SGPS)* (Portugal) (Note 7)	2,074		1,646

			3,700,016


The accompanying notes are an integral part of the financial statements.		35

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Machinery - 0.06%
FANUC Ltd. (Japan) (Note 7)	400	$	28,682
FreightCar America, Inc.	2,850		54,805
Lindsay Corp.	790		30,739
Wabtec Corp.	1,180		45,005

			159,231

Professional Services - 0.08%
Equifax, Inc.	3,390		98,852
Experian plc (Ireland) (Note 7)	18,620		123,917

			222,769

Road & Rail - 0.02%
Old Dominion Freight Line, Inc.*	1,730		48,699

Trading Companies & Distributors - 0.01%
Rush Enterprises, Inc. - Class A*	2,560		33,690

Total Industrials			16,491,651

Information Technology - 15.01%
Communications Equipment - 3.79%
Alcatel-Lucent - ADR* (France) (Note 7)	36,550		91,375
BigBand Networks, Inc.*	41,450		242,897
Blue Coat Systems, Inc.*	19,130		253,664
Cisco Systems, Inc.*	289,584		5,594,763
Corning, Inc.	5,760		84,211
Infinera Corp.*	25,450		214,798
Juniper Networks, Inc.*	48,287		1,045,414
Nokia - ADR (Finland) (Note 7)	208,980		2,954,977
Plantronics, Inc.	8,480		108,035
Riverbed Technology, Inc.*	17,780		325,730

			10,915,864

Computers & Peripherals - 1.53%
Diebold, Inc.	710		18,765
EMC Corp.*	350,260		4,388,758

			4,407,523

Electronic Equipment, Instruments & Components - 0.05%
KEYENCE Corp. (Japan) (Note 7)	121		21,316
LoJack Corp.*	37,045		126,694

			148,010

Internet Software & Services - 2.40%
comScore, Inc.*	8,700		111,012
Google, Inc. - Class A*	16,866		6,678,430


36		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services (continued)
Vocus, Inc.*	7,190	$	122,230

			6,911,672

IT Services - 0.90%
Automatic Data Processing, Inc.	60,478		2,128,826
Global Payments, Inc.	1,630		52,258
Online Resources Corp.*	32,450		139,211
Paychex, Inc.	6,340		171,243
Redecard S.A. (Brazil) (Note 7)	8,800		110,916

			2,602,454

Semiconductors & Semiconductor Equipment - 0.47%
ASML Holding N.V. (Netherlands) (Note 7)	7,010		144,295
ASML Holding N.V. - NY Shares (Netherlands) (Note 7)	8,230		174,065
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	1,400		15,727
KLA-Tencor Corp.	6,180		171,433
Lam Research Corp.*	6,510		181,499
Netlogic Microsystems, Inc.*	8,520		277,667
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	5,260		55,598
Tokyo Electron Ltd. (Japan) (Note 7)	7,460		338,953

			1,359,237

Software - 5.87%
Amdocs Ltd.* (Guernsey) (Note 7)	19,785		414,100
Autodesk, Inc.*	123,120		2,455,013
Electronic Arts, Inc. (EA)*	181,200		3,687,420
Intuit, Inc.*	5,470		126,521
Microsoft Corp.	221,890		4,495,491
Misys plc (United Kingdom) (Note 7)	11,500		23,640
Salesforce.com, Inc.*	40,840		1,748,360
SAP AG (Germany) (Note 7)	1,370		52,060
SAP AG - ADR (Germany) (Note 7)	94,940		3,616,265
Square Enix Holdings Co. Ltd. (Japan) (Note 7)	1,500		26,897
TIBCO Software, Inc.*	15,000		94,800
UbiSoft Entertainment S.A.* (France) (Note 7)	9,820		193,563

			16,934,130

Total Information Technology			43,278,890


The accompanying notes are an integral part of the financial statements.		37

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials - 2.94%
Chemicals - 0.91%
Arkema (France) (Note 7)	20	$	464
Calgon Carbon Corp.*	6,245		106,040
Monsanto Co.	29,060		2,466,903
The Scotts Miracle-Gro Co. - Class A	1,360		45,927

			2,619,334

Containers & Packaging - 0.03%
Bemis Co., Inc.	4,470		107,459

Metals & Mining - 0.05%
Antofagasta plc - ADR (United Kingdom) (Note 7)	8,210		143,555

Paper & Forest Products - 1.95%
Norbord, Inc. (Canada) (Note 7)	25,800		28,114
Weyerhaeuser Co.	158,423		5,585,995

			5,614,109

Total Materials			8,484,457

Telecommunication Services - 0.21%
Diversified Telecommunication Services - 0.04%
France Telecom S.A. (France) (Note 7)	2,570		57,355
Swisscom AG - ADR (Switzerland) (Note 7)	1,795		46,580

			103,935

Wireless Telecommunication Services - 0.17%
American Tower Corp. - Class A*	2,750		87,340
Crown Castle International Corp.*	6,190		151,779
Hutchison Telecommunications International Ltd.² (Hong Kong) (Note 7)	34,820		10,353
SBA Communications Corp. - Class A*	3,440		86,688
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	10,220		160,147

			496,307

Total Telecommunication Services			600,242

Utilities - 0.09%
Electric Utilities - 0.04%
E.ON AG (Germany) (Note 7)	3,600		121,203

Multi-Utilities - 0.02%
GDF Suez (France) (Note 7)	945		34,129
National Grid plc (United Kingdom) (Note 7)	4,850		40,490

			74,619


38		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	Shares/ Principal Amount		Value (Note 2)


COMMON STOCKS (continued)

Utilities (continued)
Water Utilities - 0.03%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)		2,622	$	37,366
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)		3,710		40,243

				77,609

Total Utilities				273,431

TOTAL COMMON STOCKS (Identified Cost $165,065,363)				146,087,325


PREFERRED STOCKS - 0.05%
Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany) (Note 7)		1,260		34,087

Financials - 0.04%
Commercial Banks - 0.04%
PNC Financial Services Group, Inc. - Series K		185,000		110,841

TOTAL PREFERRED STOCKS (Identified Cost $224,949)				144,928


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $5,086)		10,455		606


CORPORATE BONDS - 19.44%
Convertible Corporate Bonds - 0.37%
Consumer Discretionary - 0.06%
Hotels, Restaurants & Leisure - 0.06%
Carnival Corp., 2.00%, 4/15/2021	$	175,000		170,187

Health Care - 0.15%
Biotechnology - 0.12%
Amgen, Inc., 0.375%, 2/1/2013		400,000		361,500

Health Care Equipment & Supplies - 0.03%
Medtronic, Inc., 1.625%, 4/15/2013		90,000		81,112

Total Health Care				442,612

Industrials - 0.08%
Airlines - 0.08%
JetBlue Airways Corp., 3.75%, 3/15/2035		270,000		243,000


The accompanying notes are an integral part of the financial statements.		39

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Convertible Corporate Bonds (continued)
Information Technology - 0.08%
Computers & Peripherals - 0.08%
EMC Corp., 1.75%, 12/1/2013	$	215,000	$	220,913

Total Convertible Corporate Bonds (Identified Cost $1,201,700)				1,076,712

Non-Convertible Corporate Bonds - 19.07%
Consumer Discretionary - 1.16%
Hotels, Restaurants & Leisure - 0.28%
McDonald’s Corp., 5.80%, 10/15/2017		325,000		348,035
McDonald’s Corp., 6.30%, 10/15/2037		445,000		453,895

				801,930

Household Durables - 0.12%
Fortune Brands, Inc., 5.375%, 1/15/2016		400,000		349,265

Media - 0.28%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		190,000		171,804
Comcast Corp., 6.50%, 11/15/2035		280,000		261,561
Comcast Corp., 6.95%, 8/15/2037		185,000		182,674
The Walt Disney Co., 7.00%, 3/1/2032		160,000		176,579

				792,618

Multiline Retail - 0.15%
Target Corp., 6.00%, 1/15/2018		415,000		418,147

Specialty Retail - 0.25%
Home Depot, Inc., 5.40%, 3/1/2016		390,000		374,607
Lowe’s Companies, Inc., 6.10%, 9/15/2017		340,000		350,827

				725,434

Textiles, Apparel & Luxury Goods - 0.08%
VF Corp., 5.95%, 11/1/2017		250,000		243,992

Total Consumer Discretionary				3,331,386

Consumer Staples - 0.62%
Beverages - 0.23%
The Coca-Cola Co., 5.35%, 11/15/2017		330,000		348,006
Pepsico, Inc., 5.00%, 6/1/2018		315,000		323,973

				671,979

Food & Staples Retailing - 0.14%
The Kroger Co., 7.25%, 6/1/2009		55,000		55,153
The Kroger Co., 6.75%, 4/15/2012		315,000		336,147

				391,300


40		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.25%
General Mills, Inc., 5.65%, 2/15/2019	$	350,000	$	357,338
Kraft Foods Inc., 6.125%, 2/1/2018		350,000		355,279

				712,617

Total Consumer Staples				1,775,896

Energy - 0.42%
Energy Equipment & Services - 0.13%
Baker Hughes, Inc., 7.50%, 11/15/2018		305,000		343,251
Weatherford International Ltd., 9.625%, 3/1/2019		30,000		32,377

				375,628

Oil, Gas & Consumable Fuels - 0.29%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		180,000		162,855
Apache Corp., 6.90%, 9/15/2018		315,000		344,011
Arch Western Finance LLC, 6.75%, 7/1/2013		360,000		314,100

				820,966

Total Energy				1,196,594

Financials - 12.94%
Capital Markets - 3.32%
The Goldman Sachs Group, Inc.³, 3.25%, 6/15/2012		8,228,000		8,575,732
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		435,000		410,305
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		320,000		226,622
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		110,000		64,260
Morgan Stanley, 5.55%, 4/27/2017		327,000		286,394

				9,563,313

Commercial Banks - 4.51%
Household Finance Co. (now known as HSBC Finance Corp.), 6.375%, 11/27/2012		130,000		121,834
HSBC Financial Corp., 7.00%, 5/15/2012		360,000		348,701
Key Bank National Association³, 3.20%, 6/15/2012		3,506,000		3,614,507
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		445,000		372,210
PNC Bank National Association, 5.25%, 1/15/2017		545,000		455,948
PNC Funding Corp.³, 2.30%, 6/22/2012		3,600,000		3,611,786


The accompanying notes are an integral part of the financial statements.		41

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
U.S. Bank National Association, 6.375%, 8/1/2011	$	315,000	$	329,622
U.S. Bank National Association, 6.30%, 2/4/2014		285,000		296,387
Wachovia Corp., 5.25%, 8/1/2014		330,000		293,291
Wells Fargo & Co.³, 3.00%, 12/9/2011		3,458,000		3,563,057

				13,007,343

Consumer Finance - 0.29%
American Express Credit Co., Series C, 7.30%, 8/20/2013		430,000		430,776
SLM Corp., Series A, 4.00%, 1/15/2010		425,000		401,798

				832,574

Diversified Financial Services - 4.76%
Bank of America Corp.³, 3.125%, 6/15/2012		6,028,000		6,247,100
Bank of America Corp., 5.75%, 8/15/2016		355,000		261,576
Citigroup, Inc.³, 2.875%, 12/9/2011		3,506,000		3,602,355
JPMorgan Chase & Co.³, 3.125%, 12/1/2011		3,510,000		3,618,603

				13,729,634

Insurance - 0.06%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		425,000		124,125
American International Group, Inc., 4.25%, 5/15/2013		125,000		46,182

				170,307

Total Financials				37,303,171

Health Care - 0.25%
Pharmaceuticals - 0.25%
Johnson & Johnson, 5.95%, 8/15/2037		340,000		364,340
Wyeth, 6.50%, 2/1/2034		365,000		369,456

Total Health Care				733,796

Industrials - 2.67%
Aerospace & Defense - 0.27%
Boeing Co., 6.00%, 3/15/2019		395,000		415,371
Honeywell International, Inc., 5.30%, 3/1/2018		345,000		354,266

				769,637

Air Freight & Logistics - 0.15%
United Parcel Service, Inc., 6.20%, 1/15/2038		415,000		429,150


42		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines - 0.12%
Southwest Airlines Co., 5.25%, 10/1/2014	$	390,000	$	359,857

Commercial Services & supplies - 0.14%
Waste Management, Inc., 7.375%, 3/11/2019		415,000		420,849

Industrial Conglomerates - 1.48%
General Electric Capital Corp³, Series G, 3.00%, 12/9/2011		3,518,000		3,629,405
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		355,000		276,653
General Electric Co., 5.25%, 12/6/2017		370,000		350,131

				4,256,189

Machinery - 0.28%
Caterpillar Financial Service Corp., Series F, 7.05%, 10/1/2018		325,000		321,210
John Deere Capital Corp., 5.50%, 4/13/2017		120,000		116,942
John Deere Capital Corp., 5.75%, 9/10/2018		365,000		360,679

				798,831

Road & Rail - 0.23%
CSX Corp., 6.00%, 10/1/2036		430,000		323,632
Union Pacific Corp., 5.65%, 5/1/2017		365,000		346,560

				670,192

Total Industrials				7,704,705

Information Technology - 0.40%
Communications Equipment - 0.24%
Cisco Systems, Inc., 5.90%, 2/15/2039		380,000		359,637
Corning, Inc., 6.20%, 3/15/2016		375,000		343,911

				703,548

Computers & Peripherals - 0.16%
IBM Corp., 8.00%, 10/15/2038		360,000		444,887

Total Information Technology				1,148,435

Materials - 0.30%
Chemicals - 0.12%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		330,000		338,876

Metals & Mining - 0.18%
Alcoa, Inc., 5.87%, 2/23/2022		210,000		138,285


The accompanying notes are an integral part of the financial statements.		43

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	Principal Amount/ Shares		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
BHP Billiton Finance (USA) Ltd., 6.50%, 4/1/2019	$	360,000	$	391,022

				529,307

Total Materials				868,183

Utilities - 0.31%
Electric Utilities - 0.29%
Allegheny Energy Supply Co. LLC⁴, 8.25%, 4/15/2012		150,000		151,495
Exelon Generation Co. LLC, 5.35%, 1/15/2014		315,000		298,794
Southwestern Electric Power Co., 6.45%, 1/15/2019		415,000		402,642

				852,931

Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		50,000		52,437

Total Utilities				905,368

Total Non-Convertible Corporate Bonds (Identified Cost $55,548,016)				54,967,534

TOTAL CORPORATE BONDS (Identified Cost $56,749,716)				56,044,246


MUTUAL FUNDS - 0.91%
Financial Select Sector SPDR Fund		15,470		167,385
iShares iBoxx High Yield Corporate Bond Fund		10,120		771,853
iShares iBoxx Investment Grade Corporate Bond Fund		17,650		1,697,930

TOTAL MUTUAL FUNDS (Identified Cost $2,531,935)				2,637,168


U.S. TREASURY SECURITIES - 11.25%
U.S. Treasury Bonds - 5.89%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	4,485,000		5,314,725
U.S. Treasury Bond, 5.375%, 2/15/2031		8,000,000		9,422,496
U.S. Treasury Bond, 4.50%, 2/15/2036		2,100,000		2,241,422

Total U.S. Treasury Bonds (Identified Cost $17,152,413)				16,978,643


44		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


U.S. TREASURY SECURITIES (continued)

U.S. Treasury Notes - 5.36%
U.S. Treasury Note, 1.50%, 12/31/2013	$	4,300,000	$	4,220,717
U.S. Treasury Note, 1.875%, 2/28/2014		1,800,000		1,790,856
U.S. Treasury Note, 4.00%, 8/15/2018		6,540,000		7,016,190
U.S. Treasury Note, 2.75%, 2/15/2019		2,500,000		2,421,475

Total U.S. Treasury Notes (Identified Cost $15,451,003)				15,449,238

TOTAL U.S. TREASURY SECURITIES (Identified Cost $32,603,416)				32,427,881


U.S. GOVERNMENT AGENCIES - 11.21%
Mortgage-Backed Securities - 5.31%
Fannie Mae, Pool #545883, 5.50%, 9/1/2017		93,974		98,478
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		223,452		230,400
Fannie Mae, Pool #911750, 4.50%, 12/1/2021		422,992		435,130
Fannie Mae, Pool #908642, 5.00%, 1/1/2022		21,572		22,363
Fannie Mae, Pool #912771, 5.00%, 3/1/2022		683,095		708,151
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		3,383,104		3,449,417
Fannie Mae, Pool #906666, 6.50%, 12/1/2036		625,761		663,903
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		1,395,828		1,460,738
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		86,774		90,445
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		593,460		610,800
Federal Home Loan Mortgage Corp., Pool #J04222, 5.00%, 1/1/2022		375,025		388,137
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		155,147		160,571
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		347,290		361,366
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022		972,225		998,961
Federal Home Loan Mortgage Corp., Pool #J06711, 5.00%, 1/1/2023		1,007,484		1,042,707
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023		516,060		536,976
Federal Home Loan Mortgage Corp., Pool #G13136, 4.50%, 5/1/2023		429,986		441,786
Federal Home Loan Mortgage Corp., Pool #G01736, 6.50%, 9/1/2034		66,614		71,184
Federal Home Loan Mortgage Corp., Pool #A52716, 6.50%, 10/1/2036		748,810		794,219
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		2,008,915		2,067,067


The accompanying notes are an integral part of the financial statements.		45

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Moderate Term Series*	Principal Amount/ Shares		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Federal Home Loan Mortgage Corp., Pool #A82556, 5.50%, 10/1/2038	$	622,471	$	644,495
GNMA, Pool #286310, 9.00%, 2/15/2020		1,719		1,857
GNMA, Pool #288873, 9.50%, 8/15/2020		85		94
GNMA, Pool #550290, 6.50%, 8/15/2031		30,895		32,970

Total Mortgage-Backed Securities (Identified Cost $14,505,880)				15,312,215

Other Agencies - 5.90%
Fannie Mae, 6.375%, 6/15/2009		10,000		10,075
Fannie Mae, 4.875%, 5/18/2012		8,980,000		9,797,656
Fannie Mae, 6.25%, 5/15/2029		1,198,000		1,440,747
Fannie Mae, 7.25%, 5/15/2030		1,074,000		1,435,586
Fannie Mae, 6.625%, 11/15/2030		1,140,000		1,437,846
Federal Home Loan Mortgage Corp., 6.75%, 3/15/2031		1,124,000		1,436,928
Federal Home Loan Mortgage Corp., 6.25%, 7/15/2032		1,180,000		1,436,236

Total Other Agencies (Identified Cost $16,254,333)				16,995,074

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $30,760,213)				32,307,289


SHORT-TERM INVESTMENTS - 10.22%
Dreyfus Cash Management, Inc. - Institutional Shares		13,352,995		13,352,995
Federal Home Loan Bank Discount Note, 6/4/2009	$	10,000,000		9,998,807
U.S. Treasury Bill, 8/27/2009		6,105,000		6,102,259

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $29,417,040)				29,454,061

TOTAL INVESTMENTS - 103.76% (Identified Cost $317,357,718)				299,103,504

LIABILITIES, LESS OTHER ASSETS - (3.76%)				(10,825,150	)

NET ASSETS - 100%			$	288,278,354

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Security has been valued at fair value (see Note 2 to the financial statements).

³Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $151,495, or 0.05%, of the Series’ net assets as of April 30, 2009 (see Note 2 to the financial statements).


46		The accompanying notes are an integral part of the financial statements.

Statement of Assets and Liabilities - Pro-Blend^® Moderate Term Series (unaudited)

April 30, 2009


ASSETS:


Investments, at value (identified cost $317,357,718) (Note 2)	$	299,103,504
Foreign currency, at value (cost $93,228)		92,942
Interest receivable		1,370,298
Receivable for securities sold		993,490
Receivable for fund shares sold		577,405
Dividends receivable		210,256
Foreign tax reclaims receivable		57,553

TOTAL ASSETS		302,405,448

LIABILITIES:

Accrued management fees (Note 3)		164,714
Accrued shareholder services fee (Class S) (Note 3)		52,082
Accrued fund accounting and transfer agent fees (Note 3)		12,681
Accrued Chief Compliance Officer service fees (Note 3)		506
Payable for securities purchased		13,585,984
Payable for fund shares repurchased		285,798
Audit fees payable		20,198
Due to custodian		14
Other payables and accrued expenses		5,117

TOTAL LIABILITIES		14,127,094

TOTAL NET ASSETS	$	288,278,354

NET ASSETS CONSIST OF:

Capital stock	$	280,323
Additional paid-in-capital		325,100,425
Undistributed net investment income		1,327,693
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(20,175,525	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(18,254,562	)

TOTAL NET ASSETS	$	288,278,354

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($270,758,096/25,986,172 shares)	$	10.42

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($17,520,258/2,046,086 shares)	$	8.56


The accompanying notes are an integral part of the financial statements.		47

Statement of Operations - Pro-Blend^® Moderate Term Series (unaudited)

For the Six Months Ended April 30, 2009


INVESTMENT INCOME:


Interest	$	2,057,893
Dividends (net of foreign tax withheld, $44,531)		1,335,003

Total Investment Income		3,392,896

EXPENSES:

Management fees (Note 3)		893,328
Shareholder services fee (Class S) (Note 3)		287,342
Fund accounting and transfer agent fees (Note 3)		81,477
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		14,876
Miscellaneous		48,217

Total Expenses		1,332,849
Less reduction of expenses (Note 3)		(29,997	)

Net Expenses		1,302,852

NET INVESTMENT INCOME		2,090,044

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized loss on -
Investments		(12,017,517	)
Foreign currency and translation of other assets and liabilities		(12,474	)

		(12,029,991	)


Net change in unrealized appreciation (depreciation) on -
Investments		16,233,744
Foreign currency and translation of other assets and liabilities		10,056

		16,243,800


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		4,213,809

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,303,853


48		The accompanying notes are an integral part of the financial statements.

Statements of Changes in Net Assets - Pro-Blend^® Moderate Term Series


	For the Six Months Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,090,044		$	5,024,565
Net realized loss on investments and foreign currency		(12,029,991	)		(7,594,309	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		16,243,800			(56,881,976	)

Net increase (decrease) from operations		6,303,853			(59,451,720	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(3,887,645	)		(5,900,735	)
From net investment income (Class I)		(12,181	)		(2	)
From net realized gain on investments (Class S)		—			(27,806,987	)

Total distributions to shareholders		(3,899,826	)		(33,707,724	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		66,745,691			(67,097,277	)

Net increase (decrease) in net assets		69,149,718			(160,256,721	)

NET ASSETS:

Beginning of period		219,128,636			379,385,357

End of period (including undistributed net investment income of $1,327,693 and $3,137,475, respectively)	$	288,278,354		$	219,128,636


The accompanying notes are an integral part of the financial statements.		49

Financial Highlights - Pro-Blend^® Moderate Term Series - Class S


	For the Six Months Ended 4/30/09 *(unaudited)*	*For the Years Ended*
	For the Six Months Ended 4/30/09 *(unaudited)*	*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.41	$14.18	$13.55	$12.75	$11.81	$11.07

Income (loss) from investment operations:
Net investment income	0.09¹	0.23	0.24	0.20	0.11	0.11
Net realized and unrealized gain (loss) on investments	0.09	(2.75)	1.19	1.36	1.16	0.85

Total from investment operations	0.18	(2.52)	1.43	1.56	1.27	0.96


Less distributions to shareholders:
From net investment income	(0.17)	(0.23)	(0.23)	(0.14)	(0.11)	(0.10)
From net realized gain on investments	—	(1.02)	(0.57)	(0.62)	(0.22)	(0.12)

Total distributions to shareholders	(0.17)	(1.25)	(0.80)	(0.76)	(0.33)	(0.22)

Net asset value - End of period	$10.42	$10.41	$14.18	$13.55	$12.75	$11.81

Net assets - End of period (000’s omitted)	$270,758	$218,807	$379,385	$297,096	$191,022	$95,756

Total return²	1.80%	(19.28%)	10.91%	12.88%	10.94%	8.76%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%³	1.10%	1.11%	1.16%	1.20%	1.20%
Net investment income	1.74%³	1.74%	1.86%	1.75%	1.09%	1.00%
Series portfolio turnover	43%	75%	78%	72%	77%	42%

*The investment advisor did not impose all or a portion of its management fee and fund accounting and transfer agent fees in some periods and in some periods paid a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.03%³	0.02%	N/A	N/A	0.01%	0.08%

¹Calculated based on average shares outstanding during the period.

²Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

³Annualized.


50		The accompanying notes are an integral part of the financial statements.

Financial Highlights - Pro-Blend^® Moderate Term Series - Class I


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹ to 10/31/08


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.59	$10.00

Income (loss) from investment operations:
Net investment income	0.08²	0.06
Net realized and unrealized gain (loss) on investments	0.08	(1.42)

Total from investment operations	0.16	(1.36)


Less distributions to shareholders:
From net investment income	(0.19)	(0.05)

Net asset value - End of period	$8.56	$8.59

Net assets - End of period (000’s omitted)	$17,520	$322

Total return³	1.99%	(13.64%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁴	0.85%	0.85%
Net investment income⁴	1.98%	1.47%
Series portfolio turnover	43%	75%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have
been increased by the following amount⁴:	0.02%	0.10%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.


The accompanying notes are an integral part of the financial statements.		51

Shareholder Expense Example - Pro-Blend^® Extended Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the Hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value *11/1/08*		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09*		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,008.70	$	5.48	1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.34	$	5.51	1.10	%
Class I
Actual	$	1,000.00	$	1,010.20	$	4.24	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.58	$	4.26	0.85	%


52

Portfolio Composition - Pro-Blend^® Extended Term Series (unaudited)

As of April 30, 2009

Asset Allocation¹

LOGO

¹As a percentage of net assets.

²A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Information Technology		19.62%
Health Care		13.07%
Financials		9.82%
Industrials		9.68%
Consumer Discretionary		9.41%
Consumer Staples		7.42%
Materials		4.07%
Energy		3.17%
Utilities		0.57%
Telecommunication Services		0.27%

⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings⁵


Google, Inc. - Class A		2.90%
Cisco Systems, Inc.		2.52%
Weyerhaeuser Co.		2.50%
Southwest Airlines Co.		2.34%
Unilever plc - ADR (United Kingdom)		2.30%
Carnival Corp.		2.02%
Microsoft Corp.		2.01%
EMC Corp.		1.95%
SAP AG - ADR (Germany)		1.69%
The Walt Disney Co.		1.65%

⁵As a percentage of total investments.


		53

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 65.91%

Consumer Discretionary - 8.17%
Auto Components - 0.05%
Autoliv, Inc. (Sweden) (Note 7)	1,800	$	44,406
Hankook Tire Co. Ltd. (South Korea) (Note 7)	15,560		185,715

			230,121

Automobiles - 0.03%
Suzuki Motor Corp. (Japan) (Note 7)	6,200		115,826

Hotels, Restaurants & Leisure - 3.00%
Carnival Corp.	345,595		9,289,594
Club Mediterranee S.A.* (France) (Note 7)	5,750		91,241
International Game Technology	327,800		4,048,330

			13,429,165

Household Durables - 0.91%
Corporacion Geo S.A.B. de C.V. - Class B* (Mexico) (Note 7)	38,100		49,710
Fortune Brands, Inc.	85,690		3,368,474
LG Electronics, Inc. (South Korea) (Note 7)	2,110		174,475
NVR, Inc.*	260		131,396
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	55,370		366,803

			4,090,858

Leisure Equipment & Products - 0.02%
Sankyo Co. Ltd. (Japan) (Note 7)	1,400		70,710

Media - 2.91%
Comcast Corp. - Class A	273,034		4,221,106
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	9,660		149,537
Impresa S.A. (SGPS)* (Portugal) (Note 7)	32,800		34,713
The McGraw-Hill Companies, Inc.	8,740		263,511
Mediacom Communications Corp. - Class A*	52,740		300,091
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	7,379		218,418
Societe Television Francaise 1 (France) (Note 7)	15,330		144,799
The Walt Disney Co.	345,350		7,563,165
Wolters Kluwer N.V. (Netherlands) (Note 7)	7,425		122,977

			13,018,317

Multiline Retail - 0.05%
Nordstrom, Inc.	6,620		149,811
PPR (France) (Note 7)	1,200		92,788

			242,599


54		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 1.15%
Dick’s Sporting Goods, Inc.*	11,610	$	220,590
KOMERI Co. Ltd. (Japan) (Note 7)	3,900		82,074
Lowe’s Companies, Inc.	107,880		2,319,420
The Home Depot, Inc.	87,430		2,301,158
Tiffany & Co.	4,060		117,496
Tractor Supply Co.*	2,380		96,104

			5,136,842

Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany) (Note 7)	2,580		97,613
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	1,575		119,575

			217,188

Total Consumer Discretionary			36,551,626

Consumer Staples - 6.84%
Beverages - 0.13%
The Boston Beer Co., Inc. - Class A*	3,440		91,504
Carlsberg A/S - Class B (Denmark) (Note 7)	2,850		138,730
Diageo plc (United Kingdom) (Note 7)	8,825		106,107
Heineken N.V. (Netherlands) (Note 7)	4,270		127,549
Kirin Holdings Co. Ltd. (Japan) (Note 7)	12,000		131,805

			595,695

Food & Staples Retailing - 0.22%
BJ’s Wholesale Club, Inc.*	4,450		148,363
Carrefour S.A. (France) (Note 7)	12,990		530,825
Casino Guichard-Perrachon S.A. (France) (Note 7)	1,710		107,610
Tesco plc (United Kingdom) (Note 7)	36,650		182,768

			969,566

Food Products - 6.39%
Cadbury plc (United Kingdom) (Note 7)	54,040		405,592
Danone S.A. (France) (Note 7)	4,100		195,991
Dean Foods Co.*	132,260		2,737,782
General Mills, Inc.	82,610		4,187,501
Kellogg Co.	108,920		4,586,621
Nestle S.A. (Switzerland) (Note 7)	177,070		5,797,840
Sanderson Farms, Inc.	1,850		73,815
Suedzucker AG (Germany) (Note 7)	4,250		82,254
Unilever plc - ADR (United Kingdom) (Note 7)	541,555		10,538,660

			28,606,056


The accompanying notes are an integral part of the financial statements.		55

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.05%
Kao Corp. (Japan) (Note 7)	3,000	$	56,318
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	4,125		162,699

			219,017

Personal Products - 0.05%
Alberto-Culver Co.	5,390		120,143
Natura Cosmeticos S.A. (Brazil) (Note 7)	7,720		91,829

			211,972

Total Consumer Staples			30,602,306

Energy - 2.60%
Energy Equipment & Services - 2.40%
Baker Hughes, Inc.	131,010		4,661,336
Calfrac Well Services Ltd. (Canada) (Note 7)	15,090		121,428
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	11,395		167,174
Dril-Quip, Inc.*	2,000		68,760
Trican Well Service Ltd. (Canada) (Note 7)	17,240		132,804
Weatherford International Ltd.*	335,110		5,572,879

			10,724,381

Oil, Gas & Consumable Fuels - 0.20%
BP plc (United Kingdom) (Note 7)	13,825		98,651
Edge Petroleum Corp.*	25,180		5,036
Forest Oil Corp.*	1,900		30,400
Mariner Energy, Inc.*	2,589		29,463
Petroleo Brasileiro S.A. (Petrobras) - ADR (Brazil) (Note 7)	11,680		315,126
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	4,679		107,741
Royal Dutch Shell plc - Class B - ADR (Netherlands) (Note 7)	4,490		204,295
Total S.A. (France) (Note 7)	2,700		136,961

			927,673

Total Energy			11,652,054

Financials - 3.88%
Capital Markets - 1.40%
Bank of New York Mellon Corp.¹	7,400		188,552
Daiwa Securities Group, Inc. (Japan) (Note 7)	6,000		31,095
Federated Investors, Inc. - Class B	31,450		719,576
Franklin Resources, Inc.	2,335		141,221


56		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
Janus Capital Group, Inc.	17,920	$	179,738
Northern Trust Corp.	1,480		80,453
SEI Investments Co.	330,580		4,638,037
State Street Corp.	2,290		78,158
T. Rowe Price Group, Inc.	5,700		219,564

			6,276,394

Commercial Banks - 0.25%
BNP Paribas (France) (Note 7)	1,550		82,532
The Chugoku Bank Ltd. (Japan) (Note 7)	10,000		125,659
Commerzbank AG (Germany) (Note 7)	4,775		32,058
Credit Agricole S.A. (France) (Note 7)	3,800		56,302
The Hachijuni Bank Ltd. (Japan) (Note 7)	18,000		105,882
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	6,672		237,523
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	12,000		65,112
Societe Generale (France) (Note 7)	1,006		52,122
Societe Generale - ADR (France) (Note 7)	10,015		101,552
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	18,000		74,665
TCF Financial Corp.	11,865		165,042

			1,098,449

Consumer Finance - 1.46%
American Express Co.	255,400		6,441,188
Discover Financial Services	9,720		79,024

			6,520,212

Diversified Financial Services - 0.26%
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	5,180		246,693
ING Groep N.V. (Netherlands) (Note 7)	4,650		43,589
JPMorgan Chase & Co.	15,485		511,005
Moody’s Corp.	12,320		363,686

			1,164,973

Insurance - 0.44%
Allianz SE (Germany) (Note 7)	4,860		447,669
AXA S.A. (France) (Note 7)	4,550		76,714
Brown & Brown, Inc.	10,000		194,600
First American Corp.	6,550		183,924
Muenchener Rueckver AG (Germany) (Note 7)	2,275		310,588
Principal Financial Group, Inc.	5,770		94,282


The accompanying notes are an integral part of the financial statements.		57

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
The Progressive Corp.	25,810	$	394,377
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	10,235		281,565

			1,983,719

Real Estate Investment Trusts (REITS) - 0.02%
Alstria Office REIT AG (Germany) (Note 7)	16,120		97,029

Thrifts & Mortgage Finance - 0.05%
Aareal Bank AG (Germany) (Note 7)	8,265		77,192
First Niagara Financial Group, Inc.	10,570		143,118

			220,310

Total Financials			17,361,086

Health Care - 12.95%
Biotechnology - 0.59%
Celera Corp.*	52,270		422,864
Cepheid, Inc.*	25,960		251,812
Genzyme Corp.*	37,379		1,993,422

			2,668,098

Health Care Equipment & Supplies - 3.01%
Abaxis, Inc.*	18,230		275,638
Align Technology, Inc.*	49,590		615,412
Becton, Dickinson & Co.	89,970		5,441,386
bioMerieux (France) (Note 7)	7,900		594,444
Boston Scientific Corp.*	38,870		326,897
Covidien Ltd. (Bermuda) (Note 7)	18,670		615,737
DENTSPLY International, Inc.	14,990		429,014
Dexcom, Inc.*	105,941		474,616
Gen-Probe, Inc.*	15,000		722,400
Inverness Medical Innovations, Inc.*	37,230		1,202,157
Micrus Endovascular Corp.*	19,300		133,556
Nobel Biocare Holding AG (Switzerland) (Note 7)	13,000		267,292
OraSure Technologies, Inc.*	154,150		558,023
Orthofix International N.V.* (Netherlands Antilles) (Note 7)	16,790		286,269
Sirona Dental Systems, Inc.*	26,810		438,612
STAAR Surgical Co.*	70,770		61,216
Straumann Holding AG (Switzerland) (Note 7)	2,585		475,767
Synthes, Inc.	5,510		560,175

			13,478,611


58		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services - 1.37%
Bio-Reference Laboratories, Inc.*	13,320	$	341,924
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand) (Note 7)	125,000		83,310
Diagnosticos da America S.A.* (Brazil) (Note 7)	34,560		503,585
Quest Diagnostics, Inc.	84,470		4,335,845
Sonic Healthcare Ltd. (Australia) (Note 7)	100,710		853,115

			6,117,779

Health Care Technology - 1.74%
Allscripts - Misys Healthcare Solutions, Inc.	26,200		325,404
Cerner Corp.*	123,033		6,619,175
Eclipsys Corp.*	63,690		840,708

			7,785,287

Life Sciences Tools & Services - 3.46%
Caliper Life Sciences, Inc.*	102,285		147,290
Exelixis, Inc.*	43,160		212,779
Icon plc - ADR* (Ireland) (Note 7)	19,690		311,890
Kendle International, Inc.*	14,320		127,448
Lonza Group AG (Switzerland) (Note 7)	19,814		1,826,847
Luminex Corp.*	26,050		427,480
Millipore Corp.*	58,970		3,485,127
PerkinElmer, Inc.	301,225		4,388,848
Pharmaceutical Product Development, Inc. (PPD)	15,190		297,876
QIAGEN N.V.* (Netherlands) (Note 7)	33,560		553,069
Thermo Fisher Scientific, Inc.*	105,160		3,689,013

			15,467,667

Pharmaceuticals - 2.78%
AstraZeneca plc (United Kingdom) (Note 7)	1,450		51,144
AstraZeneca plc - ADR (United Kingdom) (Note 7)	2,475		86,551
Bayer AG (Germany) (Note 7)	6,775		336,545
GlaxoSmithKline plc (United Kingdom) (Note 7)	9,025		140,010
Johnson & Johnson	105,320		5,514,555
Novartis AG - ADR (Switzerland) (Note 7)	156,870		5,946,942
Sanofi-Aventis (France) (Note 7)	1,250		72,379
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	2,700		76,263
Shire plc (United Kingdom) (Note 7)	11,175		140,559


The accompanying notes are an integral part of the financial statements.		59

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,700	$	60,345

			12,425,293

Total Health Care			57,942,735

Industrials - 7.57%
Aerospace & Defense - 0.07%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	19,740		320,183

Air Freight & Logistics - 2.99%
FedEx Corp.	121,580		6,803,617
TNT N.V. (Netherlands) (Note 7)	10,245		190,553
United Parcel Service, Inc. - Class B	121,595		6,364,282

			13,358,452

Airlines - 2.43%
Deutsche Lufthansa AG (Germany) (Note 7)	11,325		142,701
Southwest Airlines Co.	1,538,320		10,737,474

			10,880,175

Building Products - 0.03%
Owens Corning, Inc.*	6,560		117,424

Commercial Services & Supplies - 0.05%
Tomra Systems ASA (Norway) (Note 7)	61,390		229,259

Electrical Equipment - 0.08%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	14,060		199,933
Gamesa Corporacion Tecnologica S.A. (Spain) (Note 7)	6,450		122,785
Nexans S.A. (France) (Note 7)	830		38,781

			361,499

Industrial Conglomerates - 1.72%
3M Co.	122,120		7,034,112
Siemens AG (Germany) (Note 7)	9,330		624,164
Sonae (Portugal) (Note 7)	61,250		51,938
Sonae Capital S.A. (SGPS)* (Portugal) (Note 7)	7,657		6,078

			7,716,292

Machinery - 0.09%
FANUC Ltd. (Japan) (Note 7)	1,000		71,704
FreightCar America, Inc.	7,900		151,917


60		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
Lindsay Corp.	1,660	$	64,591
Wabtec Corp.	2,600		99,164

			387,376

Professional Services - 0.11%
Equifax, Inc.	8,200		239,112
Experian plc (Ireland) (Note 7)	38,890		258,814

			497,926

Total Industrials			33,868,586

Information Technology - 19.61%
Communications Equipment - 5.01%
Alcatel-Lucent - ADR* (France) (Note 7)	94,660		236,650
BigBand Networks, Inc.*	86,660		507,828
Blue Coat Systems, Inc.*	29,810		395,281
Cisco Systems, Inc.*	598,300		11,559,156
Corning, Inc.	12,500		182,750
Infinera Corp.*	56,000		472,640
Juniper Networks, Inc.*	98,720		2,137,288
Nokia - ADR (Finland) (Note 7)	423,103		5,982,676
Plantronics, Inc.	18,340		233,652
Riverbed Technology, Inc.*	38,740		709,717

			22,417,638

Computers & Peripherals - 2.01%
Diebold, Inc.	1,560		41,231
EMC Corp.*	713,460		8,939,654

			8,980,885

Electronic Equipment, Instruments & Components - 0.05%
KEYENCE Corp. (Japan) (Note 7)	363		63,948
LoJack Corp.*	54,015		184,731

			248,679

Internet Software & Services - 3.10%
comScore, Inc.*	21,000		267,960
Google, Inc. - Class A*	33,640		13,320,431
Vocus, Inc.*	15,610		265,370

			13,853,761

IT Services - 1.09%
Automatic Data Processing, Inc.	111,654		3,930,221
Global Payments, Inc.	3,570		114,454
Online Resources Corp.*	52,480		225,139


The accompanying notes are an integral part of the financial statements.		61

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
Paychex, Inc.	13,885	$	375,034
Redecard S.A. (Brazil) (Note 7)	20,000		252,082

			4,896,930

Semiconductors & Semiconductor Equipment - 0.61%
ASML Holding N.V. (Netherlands) (Note 7)	13,360		275,005
ASML Holding N.V. - NY Shares (Netherlands) (Note 7)	17,490		369,913
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	4,490		50,438
KLA-Tencor Corp.	12,360		342,866
Lam Research Corp.*	12,870		358,816
Netlogic Microsystems, Inc.*	17,760		578,798
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	14,211		150,210
Tokyo Electron Ltd. (Japan) (Note 7)	12,900		586,126

			2,712,172

Software - 7.74%
Amdocs Ltd.* (Guernsey) (Note 7)	33,540		701,992
Autodesk, Inc.*	244,915		4,883,605
Electronic Arts, Inc. (EA)*	364,440		7,416,354
Intuit, Inc.*	12,170		281,492
Microsoft Corp.	454,410		9,206,347
Misys plc (United Kingdom) (Note 7)	27,900		57,353
Salesforce.com, Inc.*	82,740		3,542,099
SAP AG (Germany) (Note 7)	5,200		197,600
SAP AG - ADR (Germany) (Note 7)	203,310		7,744,078
Square Enix Holdings Co. Ltd. (Japan) (Note 7)	4,600		82,483
TIBCO Software, Inc.*	50,260		317,643
UbiSoft Entertainment S.A.* (France) (Note 7)	9,320		183,707

			34,614,753

Total Information Technology			87,724,818

Materials - 3.83%
Chemicals - 1.12%
Arkema (France) (Note 7)	67		1,555
Calgon Carbon Corp.*	12,075		205,033
Monsanto Co.	55,660		4,724,977
The Scotts Miracle-Gro Co. - Class A	2,670		90,166

			5,021,731

Containers & Packaging - 0.05%
Bemis Co., Inc.	10,000		240,400


62		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials (continued)
Metals & Mining - 0.08%
Antofagasta plc - ADR (United Kingdom) (Note 7)	19,470	$	340,441

Paper & Forest Products - 2.58%
Norbord, Inc. (Canada) (Note 7)	48,540		52,894
Weyerhaeuser Co.	325,040		11,460,910

			11,513,804

Total Materials			17,116,376

Telecommunication Services - 0.28%
Diversified Telecommunication Services - 0.07%
France Telecom S.A. (France) (Note 7)	7,800		174,074
Swisscom AG - ADR (Switzerland) (Note 7)	5,650		146,617

			320,691

Wireless Telecommunication Services - 0.21%
American Tower Corp. - Class A*	5,810		184,526
Crown Castle International Corp.*	13,120		321,702
Hutchison Telecommunications International Ltd.² (Hong Kong) (Note 7)	105,000		31,220
SBA Communications Corp. - Class A*	7,580		191,016
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	11,830		185,376

			913,840

Total Telecommunication Services			1,234,531

Utilities - 0.18%
Electric Utilities - 0.08%
E.ON AG (Germany) (Note 7)	9,900		333,309

Multi-Utilities - 0.05%
GDF Suez (France) (Note 7)	2,457		88,734
National Grid plc (United Kingdom) (Note 7)	15,275		127,521

			216,255

Water Utilities - 0.05%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)	8,129		115,847
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)	11,480		124,527

			240,374

Total Utilities			789,938

TOTAL COMMON STOCKS (Identified Cost $352,899,036)			294,844,056


The accompanying notes are an integral part of the financial statements.		63

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	Shares/ Principal Amount		Value (Note 2)


PREFERRED STOCKS - 0.07%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany) (Note 7)		3,500	$	94,686

Financials - 0.05%
Commercial Banks - 0.05%
PNC Financial Services Group, Inc. - Series K		355,000		212,695

TOTAL PREFERRED STOCKS (Identified Cost $471,045)				307,381


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $5,289)		8,377		486


CORPORATE BONDS - 13.11%
Convertible Corporate Bonds - 0.39%
Consumer Discretionary - 0.07%
Hotels, Restaurants & Leisure - 0.07%
Carnival Corp., 2.00%, 4/15/2021	$	315,000		306,337

Health Care - 0.16%
Biotechnology - 0.13%
Amgen, Inc., 0.375%, 2/1/2013		635,000		573,881

Health Care Equipment & Supplies - 0.03%
Medtronic, Inc., 1.625%, 4/15/2013		140,000		126,175

Total Health Care				700,056

Industrials - 0.08%
Airlines - 0.08%
JetBlue Airways Corp., 3.75%, 3/15/2035		420,000		378,000

Information Technology - 0.08%
Computers & Peripherals - 0.08%
EMC Corp., 1.75%, 12/1/2013		335,000		344,213

Total Convertible Corporate Bonds (Identified Cost $1,928,358)				1,728,606

Non-Convertible Corporate Bonds - 12.72%
Consumer Discretionary - 1.41%
Hotels, Restaurants & Leisure - 0.30%
McDonald’s Corp., 5.80%, 10/15/2017		620,000		663,943
McDonald’s Corp., 6.30%, 10/15/2037		690,000		703,792

				1,367,735


64		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Household Durables - 0.15%
Fortune Brands, Inc., 5.375%, 1/15/2016	$	765,000	$	667,969

Media - 0.41%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		500,000		452,117
Comcast Corp., 6.50%, 11/15/2035		670,000		625,877
Comcast Corp., 6.95%, 8/15/2037		355,000		350,536
The Walt Disney Co., 7.00%, 3/1/2032		380,000		419,374

				1,847,904

Multiline Retail - 0.15%
Target Corp., 6.00%, 1/15/2018		655,000		659,968

Specialty Retail - 0.29%
Home Depot, Inc., 5.40%, 3/1/2016		745,000		715,595
Lowe’s Companies, Inc., 6.10%, 9/15/2017		575,000		593,311

				1,308,906

Textiles, Apparel & Luxury Goods - 0.11%
VF Corp., 5.95%, 11/1/2017		490,000		478,224

Total Consumer Discretionary				6,330,706

Consumer Staples - 0.75%
Beverages - 0.29%
The Coca-Cola Co., 5.35%, 11/15/2017		630,000		664,375
Pepsico, Inc., 5.00%, 6/1/2018		620,000		637,661

				1,302,036

Food & Staples Retailing - 0.18%
The Kroger Co., 7.25%, 6/1/2009		140,000		140,389
The Kroger Co., 6.75%, 4/15/2012		605,000		645,615

				786,004

Food Products - 0.28%
General Mills, Inc., 5.65%, 2/15/2019		585,000		597,265
Kraft Foods Inc., 6.125%, 2/1/2018		665,000		675,030

				1,272,295

Total Consumer Staples				3,360,335

Energy - 0.65%
Energy Equipment & Services - 0.30%
Baker Hughes, Inc., 7.50%, 11/15/2018		580,000		652,740
Weatherford International Ltd., 9.625%, 3/1/2019		620,000		669,120

				1,321,860


The accompanying notes are an integral part of the financial statements.		65

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 0.35%
Anadarko Petroleum Corp., 5.95%, 9/15/2016	$	345,000	$	312,138
Apache Corp., 6.90%, 9/15/2018		600,000		655,259
Arch Western Finance LLC, 6.75%, 7/1/2013		690,000		602,025

				1,569,422

Total Energy				2,891,282

Financials - 6.14%
Capital Markets - 2.55%
The Goldman Sachs Group, Inc.³, 3.25%, 6/15/2012		9,123,000		9,508,556
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		690,000		650,828
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		750,000		531,146
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		255,000		148,967
Morgan Stanley, 5.55%, 4/27/2017		635,000		556,148

				11,395,645

Commercial Banks - 1.41%
Household Finance Co. (now known as HSBC Finance Corp.), 6.375%, 11/27/2012		240,000		224,924
HSBC Financial Corp., 7.00%, 5/15/2012		700,000		678,030
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		845,000		706,780
PNC Bank National Association, 5.25%, 1/15/2017		1,035,000		865,882
U.S. Bank National Association, 6.375%, 8/1/2011		575,000		601,690
U.S. Bank National Association, 6.30%, 2/4/2014		555,000		577,176
Wachovia Corp., 5.25%, 8/1/2014		650,000		577,694
Wells Fargo & Co.³, 3.00%, 12/9/2011		2,010,000		2,071,066

				6,303,242

Consumer Finance - 0.29%
American Express Credit Co., Series C, 7.30%, 8/20/2013		680,000		681,227
SLM Corp., Series A, 4.00%, 1/15/2010		670,000		633,422

				1,314,649

Diversified Financial Services - 1.80%
Bank of America Corp.³, 3.125%, 6/15/2012		6,102,000		6,323,789
Bank of America Corp., 5.75%, 8/15/2016		685,000		504,732
JPMorgan Chase & Co.³, 3.125%, 12/1/2011		1,195,000		1,231,974

				8,060,495


66		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance - 0.09%
Ambac Financial Group, Inc., 5.95%, 12/5/2035	$	980,000	$	286,219
American International Group, Inc., 4.25%, 5/15/2013		345,000		127,463

				413,682

Total Financials				27,487,713

Health Care - 0.29%
Pharmaceuticals - 0.29%
Johnson & Johnson, 5.95%, 8/15/2037		565,000		605,448
Wyeth, 6.50%, 2/1/2034		700,000		708,546

Total Health Care				1,313,994

Industrials - 2.28%
Aerospace & Defense - 0.30%
Boeing Co., 6.00%, 3/15/2019		625,000		657,232
Honeywell International, Inc., 5.30%, 3/1/2018		660,000		677,727

				1,334,959

Air Freight & Logistics - 0.15%
United Parcel Service, Inc., 6.20%, 1/15/2038		645,000		666,993

Airlines - 0.15%
Southwest Airlines Co., 5.25%, 10/1/2014		750,000		692,032

Commercial Services & Supplies - 0.15%
Waste Management, Inc., 7.375%, 3/11/2019		645,000		654,091

Industrial Conglomerates - 0.89%
General Electric Capital Corp.³, Series G, 3.00%, 12/9/2011		2,630,000		2,713,284
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		680,000		529,926
General Electric Co., 5.25%, 12/6/2017		765,000		723,920

				3,967,130

Machinery - 0.35%
Caterpillar Financial Service Corp., Series F, 7.05%, 10/1/2018		620,000		612,769
John Deere Capital Corp., 5.50%, 4/13/2017		275,000		267,992
John Deere Capital Corp., 5.75%, 9/10/2018		700,000		691,714

				1,572,475

Road & Rail - 0.29%
CSX Corp., 6.00%, 10/1/2036		845,000		635,975
Union Pacific Corp., 5.65%, 5/1/2017		700,000		664,636

				1,300,611

Total Industrials				10,188,291


The accompanying notes are an integral part of the financial statements.		67

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	Principal Amount/ Shares		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology - 0.44%
Communications Equipment - 0.28%
Cisco Systems, Inc., 5.90%, 2/15/2039	$	635,000	$	600,972
Corning, Inc., 6.20%, 3/15/2016		720,000		660,310

				1,261,282

Computers & Peripherals - 0.16%
IBM Corp., 8.00%, 10/15/2038		560,000		692,047

Total Information Technology				1,953,329

Materials - 0.35%
Chemicals - 0.14%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		630,000		646,946

Metals & Mining - 0.21%
Alcoa, Inc., 5.87%, 2/23/2022		405,000		266,692
BHP Billiton Finance (USA) Ltd., 6.50%, 4/1/2019		600,000		651,703

				918,395

Total Materials				1,565,341

Utilities - 0.41%
Electric Utilities - 0.38%
Allegheny Energy Supply Co. LLC⁴, 8.25%, 4/15/2012		300,000		302,991
Exelon Generation Co. LLC, 5.35%, 1/15/2014		770,000		730,384
Southwestern Electric Power Co., 6.45%, 1/15/2019		660,000		640,347

				1,673,722

Multi-Utilities - 0.03%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		135,000		141,579

Total Utilities				1,815,301

Total Non-Convertible Corporate Bonds (Identified Cost $58,414,261)				56,906,292

TOTAL CORPORATE BONDS (Identified Cost $60,342,619)				58,634,898


MUTUAL FUNDS - 0.73%
Financial Select Sector SPDR Fund		40,850		441,997
iShares iBoxx High Yield Corporate Bond Fund		11,021		840,572
iShares iBoxx Investment Grade Corporate Bond Fund		20,493		1,971,426

TOTAL MUTUAL FUNDS (Identified Cost $3,151,631)				3,253,995


68		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


U.S. TREASURY SECURITIES - 9.99%
U.S. Treasury Bonds - 5.03%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	8,050,000	$	9,539,250
U.S. Treasury Bond, 5.375%, 2/15/2031		9,750,000		11,483,667
U.S. Treasury Bond, 4.50%, 2/15/2036		1,400,000		1,494,281

Total U.S. Treasury Bonds (Identified Cost $22,121,312)				22,517,198

U.S. Treasury Notes - 4.96%
U.S. Treasury Note, 1.875%, 2/28/2014		7,450,000		7,412,154
U.S. Treasury Note, 4.00%, 8/15/2018		10,150,000		10,889,042
U.S. Treasury Note, 2.75%, 2/15/2019		4,000,000		3,874,360

Total U.S. Treasury Notes (Identified Cost $21,845,557)				22,175,556

TOTAL U.S. TREASURY SECURITIES (Identified Cost $43,966,869)				44,692,754


U.S. GOVERNMENT AGENCIES - 8.91%
Mortgage-Backed Securities - 5.44%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		1,070		1,121
Fannie Mae, Pool #252210, 6.50%, 2/1/2019		9,752		10,278
Fannie Mae, Pool #725793, 5.50%, 9/1/2019		269,616		282,370
Fannie Mae, Pool #844917, 4.50%, 11/1/2020		319,796		329,740
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		240,367		247,841
Fannie Mae, Pool #813954, 4.50%, 12/1/2020		237,430		244,812
Fannie Mae, Pool #864435, 4.50%, 12/1/2020		138,945		143,265
Fannie Mae, Pool #837190, 5.00%, 12/1/2020		69,171		71,795
Fannie Mae, Pool #909732, 5.00%, 2/1/2022		95,010		98,391
Fannie Mae, Pool #912520, 5.00%, 2/1/2022		836,774		867,467
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		5,407,476		5,513,469
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		583,446		619,010
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		2,170,648		2,271,590
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		238,629		248,724
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		964,554		992,737
Federal Home Loan Mortgage Corp., Pool #G12419, 5.00%, 10/1/2021		519,262		537,984
Federal Home Loan Mortgage Corp., Pool #G18156, 5.00%, 12/1/2021		141,042		146,127
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		198,290		205,223
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		549,134		571,391
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022		1,509,225		1,550,728
Federal Home Loan Mortgage Corp., Pool #J06711, 5.00%, 1/1/2023		1,564,369		1,619,061


The accompanying notes are an integral part of the financial statements.		69

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Extended Term Series*	Principal Amount/ Shares		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023	$	800,642	$	833,092
Federal Home Loan Mortgage Corp., Pool #G13136, 4.50%, 5/1/2023		877,655		901,741
Federal Home Loan Mortgage Corp., Pool #A22067, 6.50%, 5/1/2034		180,576		192,401
Federal Home Loan Mortgage Corp., Pool #A52716, 6.50%, 10/1/2036		1,190,106		1,262,275
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		3,124,787		3,215,240
Federal Home Loan Mortgage Corp., Pool #A82556, 5.50%, 10/1/2038		1,200,481		1,242,954
GNMA, Pool #631703, 6.50%, 9/15/2034		126,938		133,798

Total Mortgage-Backed Securities (Identified Cost $23,076,460)				24,354,625

Other Agencies - 3.47%
Fannie Mae, 6.25%, 5/15/2029		1,856,000		2,232,076
Fannie Mae, 7.25%, 5/15/2030		1,666,000		2,226,896
Fannie Mae, 6.625%, 11/15/2030		1,766,000		2,227,399
Federal Home Loan Mortgage Corp., 3.75%, 3/27/2019		4,350,000		4,367,926
Federal Home Loan Mortgage Corp., 6.75%, 3/15/2031		1,742,000		2,226,983
Federal Home Loan Mortgage Corp., 6.25%, 7/15/2032		1,828,000		2,224,948

Total Other Agencies (Identified Cost $15,522,593)				15,506,228

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $38,599,053)				39,860,853


SHORT-TERM INVESTMENTS - 3.86%
Dreyfus Cash Management, Inc. - Institutional Shares (Identified Cost $17,275,747)		17,275,747		17,275,747

TOTAL INVESTMENTS - 102.58% (Identified Cost $516,711,289)				458,870,170

LIABILITIES, LESS OTHER ASSETS - (2.58%)				(11,533,678	)

NET ASSETS - 100%			$	447,336,492

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Security has been valued at fair value (see Note 2 to the financial statements).

³Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $302,991, or 0.07% of the Series’ net assets as of April 30, 2009 (see Note 2 to the financial statements).


70		The accompanying notes are an integral part of the financial statements.

Statement of Assets and Liabilities - Pro-Blend^® Extended Term Series (unaudited)

April 30, 2009


ASSETS:


Investments, at value (identified cost $516,711,289) (Note 2)	$	458,870,170
Foreign currency, at value (cost $195,879)		195,257
Receivable for securities sold		2,721,747
Interest receivable		1,487,709
Receivable for fund shares sold		718,434
Dividends receivable		460,610
Foreign tax reclaims receivable		137,732

TOTAL ASSETS		464,591,659

LIABILITIES:

Accrued management fees (Note 3)		261,958
Accrued shareholder services fees (Class S) (Note 3)		80,641
Accrued fund accounting and transfer agent fees (Note 3)		21,039
Accrued Chief Compliance Officer service fees (Note 3)		506
Payable for securities purchased		16,583,527
Payable for fund shares repurchased		269,227
Due to custodian		32
Other payables and accrued expenses		38,237

TOTAL LIABILITIES		17,255,167

TOTAL NET ASSETS	$	447,336,492

NET ASSETS CONSIST OF:

Capital stock	$	399,398
Additional paid-in-capital		547,216,497
Undistributed net investment income		2,219,875
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(44,656,599	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(57,842,679	)

TOTAL NET ASSETS	$	447,336,492

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($407,729,610/34,965,699 shares)	$	11.66

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($39,606,882/4,974,110 shares)	$	7.96


The accompanying notes are an integral part of the financial statements.		71

Statement of Operations - Pro-Blend^® Extended Term Series (unaudited)

For the Six Months Ended April 30, 2009


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $99,707)	$	3,003,684
Interest		2,787,582

Total Investment Income		5,791,266

EXPENSES:

Management fees (Note 3)		1,523,095
Shareholder services fees (Class S) (Note 3)		481,491
Fund accounting and transfer agent fees (Note 3)		146,919
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		24,100
Miscellaneous		65,281

Total Expenses		2,248,495
Less reduction of expenses (Note 3)		(38,465	)

Net Expenses		2,210,030

NET INVESTMENT INCOME		3,581,236

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized loss on -
Investments		(37,309,803	)
Foreign currency and translation of other assets and liabilities		(34,806	)

		(37,344,609	)


Net change in unrealized appreciation (depreciation) on -
Investments		37,357,909
Foreign currency and translation of other assets and liabilities		26,495

		37,384,404


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		39,795

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,621,031


72		The accompanying notes are an integral part of the financial statements.

Statements of Changes in Net Assets - Pro-Blend^® Extended Term Series


	For the Six Months Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,581,236		$	7,961,021
Net realized loss on investments and foreign currency		(37,344,609	)		(6,193,462	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		37,384,404			(150,934,967	)

Net increase (decrease) from operations		3,621,031			(149,167,408	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,522,718	)		(7,143,286	)
From net investment income (Class I)		(51,382	)		(6,624	)
From net realized gain on investments (Class S)		—			(58,266,919	)

Total distributions to shareholders		(6,574,100	)		(65,416,829	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		24,329,576			43,553,483

Net increase (decrease) in net assets		21,376,507			(171,030,754	)

NET ASSETS:

Beginning of period		425,959,985			596,990,739

End of period (including undistributed net investment income of $2,219,875 and $5,212,739, respectively)	$	447,336,492		$	425,959,985


The accompanying notes are an integral part of the financial statements.		73

Financial Highlights - Pro-Blend^® Extended Term Series - Class S


	For the Six Months Ended 4/30/09 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/09 (unaudited)	*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.75	$17.82	$17.12	$15.82	$14.45	$13.14

Income (loss) from investment operations:
Net investment income	0.10¹	0.22	0.22	0.21	0.13	0.11
Net realized and unrealized gain (loss) on investments	(0.01)²	(4.36)	1.88	2.18	1.71	1.39

Total from investment operations	0.09	(4.14)	2.10	2.39	1.84	1.50


Less distributions to shareholders:
From net investment income	(0.18)	(0.21)	(0.25)	(0.14)	(0.11)	(0.10)
From net realized gain on investments	—	(1.72)	(1.15)	(0.95)	(0.36)	(0.09)

Total distributions to shareholders	(0.18)	(1.93)	(1.40)	(1.09)	(0.47)	(0.19)

Net asset value - End of period	$11.66	$11.75	$17.82	$17.12	$15.82	$14.45

Net assets - End of period (000’s omitted)	$407,730	$424,876	$596,991	$484,003	$365,726	$275,597

Total return³	0.87%	(25.70%)	12.95%	16.03%	12.92%	11.52%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%⁴	1.10%	1.11%	1.14%	1.17%	1.17%
Net investment income	1.75%⁴	1.50%	1.37%	1.42%	0.89%	0.86%
Series portfolio turnover	42%	76%	82%	82%	71%	50%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been
increased by the following amount:	0.02%⁴	—%⁵	N/A	N/A	0.01%	0.04%

¹Calculated based on average shares outstanding during the period.

²The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses on investment securities during the period because of the timing of sales and redemptions of fund shares in relation to fluctuating market values during the period.

³Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.


74		The accompanying notes are an integral part of the financial statements.

Financial Highlights - Pro-Blend^® Extended Term Series - Class I


	For the Six Months Ended 4/30/09 (unaudited)	For the Period 3/28/08¹to 10/31/08


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.10	$10.00

Income (loss) from investment operations:
Net investment income	0.04²	0.08
Net realized and unrealized gain (loss) on investments	0.03	(1.91)

Total from investment operations	0.07	(1.83)


Less distributions to shareholders:
From net investment income	(0.21)	(0.07)

Net asset value - End of period	$7.96	$8.10

Net assets - End of period (000’s omitted)	$39,607	$1,084

Total return³	1.02%	(18.46%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁴	0.85%	0.85%
Net investment income⁴	1.98%	1.62%
Series portfolio turnover	42%	76%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have
been increased by the following amount⁴:	0.02%	0.02%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.


The accompanying notes are an integral part of the financial statements.		75

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2008 to April 30, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the Hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period 11/1/08-4/30/09*		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	999.10	$	5.45	1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.34	$	5.51	1.10	%
Class I
Actual	$	1,000.00	$	1,000.40	$	4.22	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.58	$	4.26	0.85	%


76

Portfolio Composition - Pro-Blend^® Maximum Term Series (unaudited)

As of April 30, 2009

Asset Allocation¹

LOGO

¹As a percentage of net assets.

²A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Information Technology		26.72%
Health Care		16.97%
Industrials		12.54%
Consumer Discretionary		11.72%
Consumer Staples		8.92%
Financials		6.16%
Materials		4.77%
Energy		3.15%
Telecommunication Services		0.38%
Utilities		0.17%

⁴Including common stocks, preferred stocks and warrants, as a percentage of total investments.

Top Ten Stock Holdings⁵


Google, Inc. - Class A		3.67%
Cisco Systems, Inc.		3.11%
Weyerhaeuser Corp.		2.86%
Unilever plc - ADR (United Kingdom)		2.84%
Southwest Airlines Co.		2.82%
United Parcel Service, Inc. - Class B		2.53%
Microsoft Corp.		2.44%
Carnival Corp.		2.40%
EMC Corp.		2.27%
FedEx Corp.		2.23%

⁵As a percentage of total investments.


		77

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 90.73%

Consumer Discretionary - 11.63%
Auto Components - 0.05%
Autoliv, Inc. (Sweden) (Note 7)	1,700	$	41,939
Hankook Tire Co. Ltd. (South Korea) (Note 7)	12,990		155,041

			196,980

Automobiles - 0.05%
Suzuki Motor Corp. (Japan) (Note 7)	9,700		181,211

Hotels, Restaurants & Leisure - 3.46%
Carnival Corp.	325,311		8,744,360
Club Mediterranee S.A.* (France) (Note 7)	6,455		102,429
International Game Technology	312,695		3,861,783

			12,708,572

Household Durables - 0.20%
Corporacion Geo S.A.B. de C.V. - Class B* (Mexico) (Note 7)	35,870		46,801
LG Electronics, Inc. (South Korea) (Note 7)	1,750		144,707
NVR, Inc.*	250		126,343
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	59,780		396,017

			713,868

Leisure Equipment & Products - 0.04%
Sankyo Co. Ltd. (Japan) (Note 7)	3,100		156,572

Media - 3.39%
Comcast Corp. - Class A	263,074		4,067,124
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	13,240		204,955
Impresa S.A. (SGPS)* (Portugal) (Note 7)	18,150		19,208
The McGraw-Hill Companies, Inc.	9,330		281,300
Mediacom Communications Corp. - Class A*	51,420		292,580
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	3,895		115,292
Societe Television Francaise 1 (France) (Note 7)	28,690		270,990
The Walt Disney Co.	323,370		7,081,803
Wolters Kluwer N.V. (Netherlands) (Note 7)	5,100		84,469

			12,417,721

Multiline Retail - 1.12%
Nordstrom, Inc.	178,240		4,033,571
PPR (France) (Note 7)	885		68,431

			4,102,002


78		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 3.28%
Dick’s Sporting Goods, Inc.*	205,150	$	3,897,850
The Home Depot, Inc.	83,270		2,191,666
KOMERI Co. Ltd. (Japan) (Note 7)	3,700		77,865
Lowe’s Companies, Inc.	103,360		2,222,240
The Sherwin-Williams Co.	59,920		3,393,869
Tiffany & Co.	3,780		109,393
Tractor Supply Co.*	3,679		148,558

			12,041,441

Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany) (Note 7)	1,870		70,751
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	1,000		75,921

			146,672

Total Consumer Discretionary			42,665,039

Consumer Staples - 8.82%
Beverages - 0.20%
The Boston Beer Co., Inc. - Class A*	3,260		86,716
Carlsberg A/S - Class B (Denmark) (Note 7)	5,680		276,487
Diageo plc (United Kingdom) (Note 7)	6,410		77,070
Heineken N.V. (Netherlands) (Note 7)	7,100		212,083
Kirin Holdings Co. Ltd. (Japan) (Note 7)	8,000		87,870

			740,226

Food & Staples Retailing - 0.24%
BJ’s Wholesale Club, Inc.*	4,360		145,362
Carrefour S.A. (France) (Note 7)	12,290		502,220
Casino Guichard-Perrachon S.A. (France) (Note 7)	1,550		97,541
Tesco plc (United Kingdom) (Note 7)	26,120		130,256

			875,379

Food Products - 7.41%
Cadbury plc (United Kingdom) (Note 7)	48,794		366,218
Danone S.A. (France) (Note 7)	2,500		119,507
Dean Foods Co.*	121,670		2,518,569
General Mills, Inc.	78,880		3,998,427
Kellogg Co.	104,020		4,380,282
Nestle S.A. (Switzerland) (Note 7)	161,790		5,297,524
Sanderson Farms, Inc.	1,980		79,002
Suedzucker AG (Germany) (Note 7)	4,050		78,383
Unilever plc - ADR (United Kingdom) (Note 7)	531,224		10,337,619

			27,175,531


The accompanying notes are an integral part of the financial statements.		79

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.04%
Kao Corp. (Japan) (Note 7)	2,000	$	37,546
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	3,060		120,693

			158,239

Personal Products - 0.93%
Alberto-Culver Co.	5,100		113,679
L’Oreal S.A. (France) (Note 7)	43,805		3,142,009
Natura Cosmeticos S.A. (Brazil) (Note 7)	11,864		141,122

			3,396,810

Total Consumer Staples			32,346,185

Energy - 3.12%
Energy Equipment & Services - 2.91%
Baker Hughes, Inc.	126,577		4,503,610
Calfrac Well Services Ltd. (Canada) (Note 7)	24,560		197,633
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	14,050		206,126
Dril-Quip, Inc.*	2,140		73,573
Trican Well Service Ltd. (Canada) (Note 7)	22,770		175,403
Weatherford International Ltd.*	331,976		5,520,761

			10,677,106

Oil, Gas & Consumable Fuels - 0.21%
BP plc (United Kingdom) (Note 7)	9,950		71,000
Edge Petroleum Corp.*	25,910		5,182
Forest Oil Corp.*	1,750		28,000
Mariner Energy, Inc.*	1,375		15,648
Petroleo Brasileiro S.A. (Petrobras) - ADR (Brazil) (Note 7)	10,300		277,894
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	3,414		78,612
Royal Dutch Shell plc - Class B - ADR (Netherlands) (Note 7)	3,960		180,180
Total S.A. (France) (Note 7)	2,200		111,598

			768,114

Total Energy			11,445,220

Financials - 6.11%
Capital Markets - 2.68%
Bank of New York Mellon Corp.¹	7,500		191,100
Daiwa Securities Group, Inc. (Japan) (Note 7)	4,000		20,730
Federated Investors, Inc. - Class B	175,670		4,019,330


80		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
Franklin Resources, Inc.	3,605	$	218,030
Janus Capital Group, Inc.	24,610		246,838
Nomura Holdings, Inc. (Japan) (Note 7)	2,300		13,739
Northern Trust Corp.	1,510		82,084
SEI Investments Co.	336,900		4,726,707
State Street Corp.	2,350		80,206
T. Rowe Price Group, Inc.	5,960		229,579

			9,828,343

Commercial Banks - 0.41%
BNP Paribas (France) (Note 7)	1,403		74,705
The Chugoku Bank Ltd. (Japan) (Note 7)	7,300		91,731
Commerzbank AG (Germany) (Note 7)	3,075		20,645
Credit Agricole S.A. (France) (Note 7)	2,840		42,079
The Hachijuni Bank Ltd. (Japan) (Note 7)	13,400		78,824
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	7,335		261,126
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	6,000		32,556
Societe Generale (France) (Note 7)	2,595		134,450
Societe Generale - ADR (France) (Note 7)	11,390		115,495
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	12,000		49,777
TCF Financial Corp.	13,380		186,116
U.S. Bancorp	22,490		409,768

			1,497,272

Consumer Finance - 1.75%
American Express Co.	250,910		6,327,950
Discover Financial Services	9,970		81,056

			6,409,006

Diversified Financial Services - 0.52%
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	5,100		242,883
ING Groep N.V. (Netherlands) (Note 7)	3,225		30,231
JPMorgan Chase & Co.	14,321		472,593
Moody’s Corp.	39,080		1,153,642

			1,899,349

Insurance - 0.66%
Allianz SE (Germany) (Note 7)	6,728		619,736
AXA S.A. (France) (Note 7)	2,675		45,101
Brown & Brown, Inc.	9,620		187,205


The accompanying notes are an integral part of the financial statements.		81

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
First American Corp.	11,250	$	315,900
Muenchener Rueckver AG (Germany) (Note 7)	1,773		242,054
Principal Financial Group, Inc.	5,430		88,726
The Progressive Corp.	31,480		481,014
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	16,375		450,476

			2,430,212

Real Estate Investment Trusts (REITS) - 0.02%
Alstria Office REIT AG (Germany) (Note 7)	13,000		78,249

Thrifts & Mortgage Finance - 0.07%
Aareal Bank AG (Germany) (Note 7)	7,827		73,101
First Niagara Financial Group, Inc.	14,500		196,330

			269,431

Total Financials			22,411,862

Health Care - 16.83%
Biotechnology - 0.60%
Celera Corp.*	46,120		373,111
Genzyme Corp.*	34,293		1,828,846

			2,201,957

Health Care Equipment & Supplies - 4.71%
Abaxis, Inc.*	22,520		340,502
Align Technology, Inc.*	49,440		613,550
Becton, Dickinson & Co.	81,540		4,931,539
bioMerieux (France) (Note 7)	7,700		579,395
Boston Scientific Corp.*	30,000		252,300
Covidien Ltd. (Bermuda) (Note 7)	21,410		706,102
DENTSPLY International, Inc.	12,950		370,629
Dexcom, Inc.*	170,884		765,560
Gen-Probe, Inc.*	13,200		635,712
Inverness Medical Innovations, Inc.*	153,079		4,942,921
Micrus Endovascular Corp.*	18,058		124,961
Nobel Biocare Holding AG (Switzerland) (Note 7)	30,060		618,061
OraSure Technologies, Inc.*	153,636		556,162
Orthofix International N.V.* (Netherlands Antilles) (Note 7)	15,670		267,174
Sirona Dental Systems, Inc.*	22,430		366,955
STAAR Surgical Co.*	61,780		53,440
Straumann Holding AG (Switzerland) (Note 7)	2,544		468,221
Synthes, Inc.	6,720		683,190

			17,276,374


82		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services - 2.31%
Bio-Reference Laboratories, Inc.*	11,370	$	291,868
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand) (Note 7)	124,000		82,643
Diagnosticos da America S.A.* (Brazil) (Note 7)	40,280		586,933
Quest Diagnostics, Inc.	130,150		6,680,600
Sonic Healthcare Ltd. (Australia) (Note 7)	98,900		837,782

			8,479,826

Health Care Technology - 1.80%
Allscripts - Misys Healthcare Solutions, Inc.	26,510		329,254
Cerner Corp.*	95,213		5,122,459
Eclipsys Corp.*	86,430		1,140,876

			6,592,589

Life Sciences Tools & Services - 4.18%
Caliper Life Sciences, Inc.*	184,520		265,709
Exelixis, Inc.*	88,470		436,157
Icon plc - ADR* (Ireland) (Note 7)	20,000		316,800
Kendle International, Inc.*	12,570		111,873
Lonza Group AG (Switzerland) (Note 7)	24,370		2,246,910
Luminex Corp.*	21,100		346,251
Millipore Corp.*	51,330		3,033,603
PerkinElmer, Inc.	297,041		4,327,887
Pharmaceutical Product Development, Inc. (PPD)	15,090		295,915
QIAGEN N.V.* (Netherlands) (Note 7)	36,630		603,662
Thermo Fisher Scientific, Inc.*	95,020		3,333,302

			15,318,069

Pharmaceuticals - 3.23%
AstraZeneca plc (United Kingdom) (Note 7)	675		23,808
AstraZeneca plc - ADR (United Kingdom) (Note 7)	1,500		52,455
Bayer AG (Germany) (Note 7)	5,746		285,430
GlaxoSmithKline plc (United Kingdom) (Note 7)	6,775		105,105
Johnson & Johnson	100,580		5,266,369
Novartis AG - ADR (Switzerland) (Note 7)	154,517		5,857,739
Sanofi-Aventis (France) (Note 7)	837		48,465
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	2,300		64,965
Shire plc (United Kingdom) (Note 7)	9,080		114,208


The accompanying notes are an integral part of the financial statements.		83

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,400	$	49,696

			11,868,240

Total Health Care			61,737,055

Industrials - 12.44%
Aerospace & Defense - 0.12%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	20,410		331,050
Hexcel Corp.*	10,360		99,352

			430,402

Air Freight & Logistics - 4.78%
FedEx Corp.	144,850		8,105,806
TNT N.V. (Netherlands) (Note 7)	12,745		237,052
United Parcel Service, Inc. - Class B	175,663		9,194,201

			17,537,059

Airlines - 2.82%
Deutsche Lufthansa AG (Germany) (Note 7)	8,080		101,812
Southwest Airlines Co.	1,469,487		10,257,019

			10,358,831

Building Products - 0.06%
Owens Corning, Inc.*	12,930		231,447

Commercial Services & Supplies - 0.08%
Tomra Systems ASA (Norway) (Note 7)	77,800		290,542

Electrical Equipment - 0.13%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	14,120		200,786
Gamesa Corporacion Tecnologica S.A. (Spain) (Note 7)	5,690		108,317
Nexans S.A. (France) (Note 7)	3,150		147,182

			456,285

Industrial Conglomerates - 2.01%
3M Co.	115,865		6,673,824
Siemens AG (Germany) (Note 7)	10,010		669,655
Sonae (Portugal) (Note 7)	33,275		28,216
Sonae Capital S.A. (SGPS)* (Portugal) (Note 7)	4,159		3,301

			7,374,996


84		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Machinery - 0.77%
FANUC Ltd. (Japan) (Note 7)	900	$	64,533
FreightCar America, Inc.	8,000		153,840
Lindsay Corp.	1,500		58,365
PACCAR, Inc.	69,680		2,469,459
Wabtec Corp.	2,460		93,824

			2,840,021

Professional Services - 0.14%
Equifax, Inc.	7,510		218,992
Experian plc (Ireland) (Note 7)	41,540		276,450

			495,442

Road & Rail - 1.50%
Heartland Express, Inc.	96,930		1,449,104
J.B. Hunt Transport Services, Inc.	82,990		2,333,679
Knight Transportation, Inc.	91,890		1,624,615
Old Dominion Freight Line, Inc.*	3,760		105,844

			5,513,242

Trading Companies & Distributors - 0.03%
Rush Enterprises, Inc. - Class A*	7,590		99,884

Total Industrials			45,628,151

Information Technology - 26.50%
Communications Equipment - 6.07%
Alcatel-Lucent - ADR* (France) (Note 7)	109,100		272,750
BigBand Networks, Inc.*	73,010		427,839
Blue Coat Systems, Inc.*	42,550		564,213
Cisco Systems, Inc.*	586,510		11,331,373
Corning, Inc.	11,070		161,843
Infinera Corp.*	56,000		472,640
Juniper Networks, Inc.*	96,768		2,095,027
Nokia - ADR (Finland) (Note 7)	427,580		6,045,981
Plantronics, Inc.	16,000		203,840
Riverbed Technology, Inc.*	38,480		704,954

			22,280,460

Computers & Peripherals - 2.26%
Diebold, Inc.	1,480		39,116
EMC Corp.*	658,010		8,244,865

			8,283,981

Electronic Equipment, Instruments & Components - 0.08%
KEYENCE Corp. (Japan) (Note 7)	242		42,632
LoJack Corp.*	76,166		260,488

			303,120


The accompanying notes are an integral part of the financial statements.		85

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services - 3.77%
comScore, Inc.*	19,000	$	242,440
Google, Inc. - Class A*	33,729		13,355,672
Vocus, Inc.*	13,820		234,940

			13,833,052

IT Services - 1.39%
Automatic Data Processing, Inc.	115,179		4,054,301
Global Payments, Inc.	3,410		109,325
Online Resources Corp.*	71,480		306,649
Paychex, Inc.	13,305		359,368
Redecard S.A. (Brazil) (Note 7)	20,000		252,082

			5,081,725

Semiconductors & Semiconductor Equipment - 3.93%
ASML Holding N.V. (Netherlands) (Note 7)	144,300		2,970,298
ASML Holding N.V. - NY Shares (Netherlands) (Note 7)	16,870		356,801
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	3,260		36,621
KLA-Tencor Corp.	136,370		3,782,904
Lam Research Corp.*	130,100		3,627,188
Netlogic Microsystems, Inc.*	19,780		644,630
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	10,004		105,742
Tokyo Electron Ltd. (Japan) (Note 7)	63,900		2,903,367

			14,427,551

Software - 9.00%
Amdocs Ltd.* (Guernsey) (Note 7)	39,820		833,433
Autodesk, Inc.*	232,170		4,629,470
Electronic Arts, Inc. (EA)*	342,740		6,974,759
Intuit, Inc.*	11,120		257,206
Microsoft Corp.	438,320		8,880,363
Misys plc (United Kingdom) (Note 7)	39,230		80,644
Salesforce.com, Inc.*	73,910		3,164,087
SAP AG (Germany) (Note 7)	3,200		121,600
SAP AG - ADR (Germany) (Note 7)	192,500		7,332,325
Square Enix Holdings Co. Ltd. (Japan) (Note 7)	4,600		82,483
TIBCO Software, Inc.*	48,860		308,795
UbiSoft Entertainment S.A.* (France) (Note 7)	18,444		363,551

			33,028,716

Total Information Technology			97,238,605


86		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials - 4.73%
Chemicals - 1.73%
Arkema (France) (Note 7)	40	$	928
Calgon Carbon Corp.*	12,448		211,367
Ecolab, Inc.	43,330		1,670,372
Monsanto Co.	51,050		4,333,635
The Scotts Miracle-Gro Co. - Class A	4,070		137,444

			6,353,746

Containers & Packaging - 0.06%
Bemis Co., Inc.	9,310		223,812

Metals & Mining - 0.08%
Antofagasta plc - ADR (United Kingdom) (Note 7)	17,170		300,224

Paper & Forest Products - 2.86%
Norbord, Inc. (Canada) (Note 7)	70,027		76,308
Weyerhaeuser Co.	295,540		10,420,740

			10,497,048

Total Materials			17,374,830

Telecommunication Services - 0.38%
Diversified Telecommunication Services - 0.09%
France Telecom S.A. (France) (Note 7)	7,070		157,782
Swisscom AG - ADR (Switzerland) (Note 7)	4,606		119,526
Telenor ASA - ADR (Norway) (Note 7)	1,950		36,173

			313,481

Wireless Telecommunication Services - 0.29%
American Tower Corp. - Class A*	5,500		174,680
Crown Castle International Corp.*	12,080		296,202
Hutchison Telecommunications International Ltd.² (Hong Kong) (Note 7)	95,000		28,247
SBA Communications Corp. - Class A*	7,560		190,512
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	25,150		394,101

			1,083,742

Total Telecommunication Services			1,397,223

Utilities - 0.17%
Electric Utilities - 0.06%
E.ON AG (Germany) (Note 7)	7,050		237,356

Multi-Utilities - 0.05%
GDF Suez (France) (Note 7)	2,184		78,875
National Grid plc (United Kingdom) (Note 7)	11,210		93,585

			172,460


The accompanying notes are an integral part of the financial statements.		87

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	Shares/ Principal Amount		Value (Note 2)


COMMON STOCKS (continued)

Utilities (continued)
Water Utilities - 0.06%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)		6,976	$	99,416
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)		9,850		106,846

				206,262

Total Utilities				616,078

TOTAL COMMON STOCKS (Identified Cost $403,139,750)				332,860,248


PREFERRED STOCKS - 0.02%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany) (Note 7) (Identified Cost $136,952)		3,490		94,415


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $2,672)		4,132		240


MUTUAL FUNDS - 0.12%
Financial Select Sector SPDR Fund (Identified Cost $494,457)		39,990		432,692


U.S. TREASURY SECURITIES - 2.65%
U.S. Treasury Bonds - 0.74%
U.S. Treasury Bond, 5.375%, 2/15/2031 (Identified Cost $2,626,830)	$	2,300,000		2,708,968

U.S. Treasury Notes - 1.91%
U.S. Treasury Note, 4.875%, 4/30/2011 (Identified Cost $6,991,471)		6,500,000		7,007,812

TOTAL U.S. TREASURY SECURITIES (Identified Cost $9,618,301)				9,716,780


SHORT-TERM INVESTMENTS - 5.66%
Dreyfus Cash Management, Inc. - Institutional Shares		13,777,937		13,777,937
U.S. Treasury Bill, 6/4/2009	$	7,000,000		6,998,979

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $20,776,945)				20,776,916


88		The accompanying notes are an integral part of the financial statements.

Investment Portfolio - April 30, 2009 (unaudited)


*Pro-Blend^® Maximum Term Series*	Value (Note 2)

TOTAL INVESTMENTS - 99.18% (Identified Cost $434,169,077)	$	363,881,291

OTHER ASSETS, LESS LIABILITIES - 0.82%		2,996,029

NET ASSETS - 100%	$	366,877,320

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Security has been valued at fair value (see Note 2 to the financial statements).


The accompanying notes are an integral part of the financial statements.		89

Statement of Assets and Liabilities - Pro Blend^® Maximum Term Series (unaudited)

April 30, 2009


ASSETS:


Investments, at value (identified cost $434,169,077) (Note 2)	$	363,881,291
Foreign currency, at value (cost $210,736)		210,822
Receivable for securities sold		4,913,349
Receivable for fund shares sold		615,296
Dividends receivable		424,670
Foreign tax reclaims receivable		165,997
Interest receivable		26,474

TOTAL ASSETS		370,237,899

LIABILITIES:

Accrued management fees (Note 3)		199,286
Accrued shareholder services fees (Class S) (Note 3)		66,026
Accrued fund accounting and transfer agent fees (Note 3)		26,747
Accrued Chief Compliance Officer service fees (Note 3)		506
Payable for securities purchased		2,813,611
Payable for fund shares repurchased		182,822
Accrued printing and postage fees		45,487
Audit fees payable		19,990
Due to custodian		39
Other payables and accrued expenses		6,065

TOTAL LIABILITIES		3,360,579

TOTAL NET ASSETS	$	366,877,320

NET ASSETS CONSIST OF:

Capital stock	$	334,521
Additional paid-in-capital		519,964,057
Undistributed net investment income		865,153
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(83,997,884	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(70,288,527	)

TOTAL NET ASSETS	$	366,877,320

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($341,225,215/29,997,268 shares)	$	11.38

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($25,652,105/3,454,803 shares)	$	7.43


90		The accompanying notes are an integral part of the financial statements.

Statement of Operations - Pro Blend^® Maximum Term Series (unaudited)

For the Six Months Ended April 30, 2009


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $122,261)	$	3,062,073
Interest		110,073

Total Investment Income		3,172,146

EXPENSES:

Management fees (Note 3)		1,181,716
Shareholder services fees (Class S) (Note 3)		374,405
Fund accounting and transfer agent fees (Note 3)		147,062
Directors’ fees (Note 3)		5,625
Chief Compliance Officer service fees (Note 3)		1,984
Custodian fees		21,819
Miscellaneous		88,567

Total Expenses		1,821,178
Less reduction of expenses (Note 3)		(105,467	)

Net Expenses		1,715,711

NET INVESTMENT INCOME		1,456,435

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized loss on -
Investments		(38,387,678	)
Foreign currency and translation of other assets and liabilities		(35,039	)

		(38,422,717	)


Net change in unrealized depreciation on -
Investments		36,977,607
Foreign currency and translation of other assets and liabilities		30,172

		37,007,779


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(1,414,938	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	41,497


The accompanying notes are an integral part of the financial statements.		91

Statements of Changes in Net Assets - Pro-Blend^® Maximum Term Series


	For the Six Month Ended 4/30/09 (unaudited)			For the Year Ended 10/31/08

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,456,435		$	3,588,885
Net realized loss on investments and foreign currency		(38,422,717	)		(44,361,880	)
Net change in unrealized depreciation on investments and foreign currency		37,007,779			(140,884,499	)

Net increase (decrease) from operations		41,497			(181,657,494	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(2,898,551	)		(2,811,804	)
From net investment income (Class I)		(50,513	)		(13,150	)
From net realized gain on investments (Class S)		—			(51,012,468	)

Total distributions to shareholders		(2,949,064	)		(53,837,422	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		25,172,596			62,341,092

Net increase (decrease) in net assets		22,265,029			(173,153,824	)

NET ASSETS:

Beginning of period		344,612,291			517,766,115

End of period (including undistributed net investment income of $865,153 and $2,357,782, respectively)	$	366,877,320		$	344,612,291


92		The accompanying notes are an integral part of the financial statements.

Financial Highlights - Pro-Blend^® Maximum Term Series - Class S


	For the Six Month Ended 4/30/09 *(unaudited)*	*For the Years Ended*
		*10/31/08*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.50	$19.57	$18.35	$16.79	$15.00	$13.05

Income (loss) from investment operations:
Net investment income	0.05	0.12	0.11	0.14	0.08	0.04
Net realized and unrealized gain (loss) on investments	(0.07)	(6.22)	2.41	2.80	2.11	1.94

Total from investment operations	(0.02)	(6.10)	2.52	2.94	2.19	1.98


Less distributions to shareholders:
From net investment income	(0.10)	(0.10)	(0.15)	(0.08)	(0.05)	(0.03)
From net realized gain on investments	—	(1.87)	(1.15)	(1.30)	(0.35)	—

Total distributions to shareholders	(0.10)	(1.97)	(1.30)	(1.38)	(0.40)	(0.03)

Net asset value - End of period	$11.38	$11.50	$19.57	$18.35	$16.79	$15.00

Net assets - End of period (000’s omitted)	$341,225	$342,015	$517,766	$285,714	$186,547	$131,747

Total return¹	(0.09%)	(34.19%)	14.37%	18.87%	14.84%	15.20%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%²	1.10%	1.12%	1.16%	1.20%	1.20%
Net investment income	0.91%²	0.77%	0.67%	0.94%	0.51%	0.31%
Series portfolio turnover	34%	82%	61%	56%	61%	68%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been
increased by the following amount:	0.07%²	0.04%	N/A	N/A	0.02%	0.06%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

²Annualized.


The accompanying notes are an integral part of the financial statements.		93

Financial Highlights - Pro-Blend^® Maximum Term Series - Class I


	For the Six Month Ended 4/30/09 (unaudited)	For the Period 3/28/08¹to 10/31/08
	For the Six Month Ended 4/30/09 (unaudited)

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$7.57	$10.00

Income (loss) from investment operations:
Net investment income	0.13	0.05
Net realized and unrealized loss on investments	(0.14)	(2.44)

Total from investment operations	(0.01)	(2.39)


Less distributions to shareholders:
From net investment income	(0.13)	(0.04)

Net asset value - End of period	$7.43	$7.57

Net assets - End of period (000’s omitted)	$25,652	$2,597

Total return²	0.04%	(24.01%)
Ratios (to average net assets)/Supplemental Data:
Expenses*³	0.85%	0.85%
Net investment income³	1.09%	0.88%
Series portfolio turnover	34%	82%

*The investment advisor did not impose all of its management fee and fund accounting and transfer agent fees. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased
by the following amount³:	0.07%	0.08%

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized.

³Annualized.


94		The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific goals. The goals are as follows: Pro-Blend^® Conservative Term Series - primary goal is preservation of capital; secondary goal is long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary goal is long-term growth of capital; secondary goal is preservation of capital. Pro-Blend^® Maximum Term Series - primary goal is long-term growth of capital.

Each Series is authorized to issue six classes of shares (Class B, D, E, I, S and Z). Currently, only Class S and I shares have been issued. Each class of shares is substantially the same, except that class-specific transfer agency distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2009, 4.5 billion shares have been designated in total among 28 series, of which 87.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, and 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Portfolio securities, including domestic equities, foreign equities, exchange-traded funds, warrants and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund’s pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price.

Debt securities, including government bonds, corporate bonds and mortgage-backed securities, will normally be valued on the basis of evaluated bid prices provided by the Fund’s pricing service.


		95

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”).

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds, which are valued at the closing price on the exchange.

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.)


	Pro-Blend^® Conservative Term Series				Pro-Blend^® Moderate Term Series
Valuation Inputs	Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	73,143,810	$	—	$	161,866,673	$	—
Level 2 - Other Significant Observable Inputs		156,637,874		—		137,236,831		—
Level 3 - Significant Unobservable Inputs		—		—		—		—

Total	$	229,781,684	$	—	$	299,103,504	$	—


96

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


	Pro-Blend^® Extended Term Series				Pro-Blend^® Maximum Term Series
Valuation Inputs	Investments In Securities		Other Financial Instruments*		Investments In Securities		Other Financial Instruments*
Level 1 - Quoted Prices	$	314,849,140	$	—	$	346,565,866	$	—
Level 2 - Other Significant Observable Inputs		144,021,030		—		17,315,425		—
Level 3 - Significant Unobservable Inputs		—		—		—		—

Total	$	458,870,170	$	—	$	363,881,291	$	—

There were no Level 3 securities held by any of the Series as of October 31, 2008 or April 30, 2009.

Security Transactions, Investment Income and Expenses

The Series use the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series do not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on


		97

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment

Each Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series account for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in each applicable Series Investment Portfolio. None of the Series had TBA dollar rolls outstanding as of April 30, 2009.

Restricted Securities

Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, as amended, and may have contractual restrictions on resale. Information regarding restricted securities is included at the end of each applicable Series’ Investment Portfolio.

Affiliated Companies

The Chairman and CEO of Alsius Corp. serves as a director of the Fund. Therefore, Alsius Corp. is considered an “affiliated company”, as defined in the 1940 Act. The following transactions were effected in shares of Alsius Corp. for the six months ended April 30, 2009:


	*Pro-Blend^® Conservative Term Series*
Name of Issuer	Number of Shares Held as of 10/31/08	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/09	Value as of 4/30/09		Investment Income		Realized Loss
Alsius Corp.	3,536	—	3,536	—	$	—	$	—	$	14,749


98

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Affiliated Companies (continued)


	*Pro-Blend^® Moderate Term Series*
Name of Issuer	Number of Shares Held as of 10/31/08	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/09	Value as of 4/30/09		Investment Income		Realized Loss
Alsius Corp.	25,695	—	25,695	—	$	—	$	—	$	108,296

	*Pro-Blend^® Extended Term Series*
Name of Issuer	Number of Shares Held as of 10/31/08	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/09	Value as of 4/30/09		Investment Income		Realized Loss
Alsius Corp.	56,230	—	56,230	—	$	—	$	—	$	236,597

	*Pro-Blend^® Maximum Term Series*
Name of Issuer	Number of Shares Held as of 10/31/08	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/09	Value as of 4/30/09		Investment Income		Realized Loss
Alsius Corp.	46,698	—	46,698	—	$	—	$	—	$	202,156

Federal Taxes

Each Series is subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 - Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements to comply with the provisions of FIN 48. Each Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2005 through October 31, 2008.


		99

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.


100

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2010, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than the following amounts, exclusive of shareholder services fees, of average daily net assets each year:


*Series/Class*	*Expense Limit*
Pro-Blend^® Conservative Term Series Class S	0.80	%
Pro-Blend^® Conservative Term Series Class I	0.70	%
Pro-Blend^® Moderate Term Series Class S	0.95	%
Pro-Blend^® Moderate Term Series Class I	0.85	%
Pro-Blend^® Extended Term Series Class S	0.95	%
Pro-Blend^® Extended Term Series Class I	0.85	%
Pro-Blend^® Maximum Term Series Class S	0.95	%
Pro-Blend^® Maximum Term Series Class I	0.85	%

In addition, the Advisor has voluntarily agreed to waive fees and reimburse expenses during the current fiscal year in order to keep total direct annual fund operating expenses from exceeding 0.90% for Pro-Blend^® Conservative Term Series Class S and 1.10% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Advisor may change or eliminate all or part of its voluntary waiver at any time. For the six months ended April 30, 2009, the Advisor waived the following amounts:


*Series/Class*	*Waiver Amount*
Pro-Blend^® Conservative Term Series Class S	$	24,602
Pro-Blend^® Conservative Term Series Class I		2,323
Pro-Blend^® Moderate Term Series Class S		26,548
Pro-Blend^® Moderate Term Series Class I		836
Pro-Blend^® Extended Term Series Class S		32,258
Pro-Blend^® Extended Term Series Class I		1,687
Pro-Blend^® Maximum Term Series Class S		96,093
Pro-Blend^® Maximum Term Series Class I		4,989

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.


		101

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

and transfer agent fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived the following amounts:


*Series/Class*	*Waiver Amount*
Pro-Blend^® Conservative Term Series Class S	$	1,639
Pro-Blend^® Conservative Term Series Class I		494
Pro-Blend^® Moderate Term Series Class S		2,450
Pro-Blend^® Moderate Term Series Class I		163
Pro-Blend^® Extended Term Series Class S		4,128
Pro-Blend^® Extended Term Series Class I		392
Pro-Blend^® Maximum Term Series Class S		4,061
Pro-Blend^® Maximum Term Series Class I		324

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2009, purchases and sales of securities, other than short-term securities, were as follows:


	*Purchases*				*Sales*
Series	Other Issuers		Government		Other Issuers		Government
Pro-Blend^® Conservative Term Series	$	100,303,172	$	27,298,627	$	15,662,088	$	27,695,916
Pro-Blend^® Moderate Term Series		120,788,758		39,306,611		43,353,628		50,773,373
Pro-Blend^® Extended Term Series		149,589,546		44,464,471		110,585,618		58,151,278
Pro-Blend^® Maximum Term Series		110,335,120		7,096,172		98,042,349		6,982,500

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class S and Class I shares:


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount

Pro-Blend^® Conservative Term Series Class S:
Sold	6,750,006		$	74,393,037		9,686,341		$	115,140,188
Reinvested	208,429			2,307,314		530,547			6,344,345
Repurchased	(4,146,127	)		(45,607,888	)	(6,391,392	)		(75,749,834	)

Total	2,812,308		$	31,092,463		3,825,496		$	45,734,699


102

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/09					For the Period 3/28/08 (commencement of operations) to 10/31/08
	Shares		Amount			Shares		Amount

Pro-Blend^® Conservative Term Series Class I:
Sold	5,543,219		$	50,445,520		8,307		$	76,952
Reinvested	62			568		—	*		2
Repurchased	(181,762	)		(1,652,607	)	(1	)		(17	)

Total	5,361,519		$	48,793,481		8,306		$	76,937


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend^® Moderate Term Series Class S:
Sold	9,060,560		$	90,654,923		7,782,766		$	96,005,211
Reinvested	388,247			3,839,761		2,667,069			33,443,964
Repurchased	(4,490,299	)		(44,077,994	)	(16,173,088	)		(196,886,611	)

Total	4,958,508		$	50,416,690		(5,723,253	)	$	(67,437,436	)


	For the Six Months Ended 4/30/09					For the Period 3/28/08 (commencement of operations) to 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend^® Moderate Term Series Class I:
Sold	2,114,287		$	17,170,169		37,519		$	340,954
Reinvested	595			4,833		—	*		2
Repurchased	(106,224	)		(846,001	)	(91	)		(797	)

Total	2,008,658		$	16,329,001		37,428		$	340,159


		103

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount

Pro-Blend^® Extended Term Series Class S:
Sold	6,023,593		$	65,899,256		11,894,127		$	172,115,091
Reinvested	588,360			6,413,121		4,209,783			64,070,176
Repurchased	(7,817,091	)		(84,664,298	)	(13,438,599	)		(193,980,336	)

Total	(1,205,138	)	$	(12,351,921	)	2,665,311		$	42,204,931


	For the Six Months Ended 4/30/09					For the Period 3/28/08 (commencement of operations) to 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend^® Extended Term Series Class I:
Sold	5,299,673		$	39,862,814		135,225		$	1,358,275
Reinvested	3,447			25,647		657			6,624
Repurchased	(462,814	)		(3,206,964	)	(2,078	)		(16,347	)

Total	4,840,306		$	36,681,497		133,804		$	1,348,552


	For the Six Months Ended 4/30/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend^® Maximum Term Series Class S:
Sold	5,206,034		$	53,775,526		10,653,804		$	166,873,813
Reinvested	278,224			2,854,580		3,228,443			53,214,698
Repurchased	(5,228,822	)		(52,590,235	)	(10,596,526	)		(160,847,579	)

Total	255,436		$	4,039,871		3,285,721		$	59,240,932


	For the Six Months Ended 4/30/09					For the Period 3/28/08 (commencement of operations) to 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend^® Maximum Term Series Class I:
Sold	3,637,859		$	24,567,530		341,941		$	3,087,078
Reinvested	6,624			44,311		1,285			13,150
Repurchased	(532,899	)		(3,479,116	)	(7	)		(68	)

Total	3,111,584		$	21,132,725		343,219		$	3,100,160

* Less than 1 share.


104

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)

At April 30, 2009, the retirement plan of the Advisor and its affiliates owned the following:


*Series*	Shares Owned	Percentage of Series Shares Outstanding		*Value*
Pro-Blend^® Conservative Term Series	51,261	0.2	%	$	482,879
Pro-Blend^® Moderate Term Series	140,589	0.5	%		1,203,442
Pro-Blend^® Extended Term Series	1,145,956	2.9	%		9,121,810
Pro-Blend^® Maximum Term Series	1,342,372	4.0	%		9,973,824

6.	FINANCIAL INSTRUMENTS

Each of the Series may trade in financial instruments with off-balance sheet risk in the normal course of their investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by any of the Series on April 30, 2009.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.


	Pro-Blend^® Conservative Term Series		Pro-Blend^® Moderate Term Series		Pro-Blend^® Extended Term Series		Pro-Blend^® Maximum Term Series
Ordinary income	$	3,868,243	$	13,982,331	$	18,545,376	$	23,424,978
Long-term capital gains		2,577,655		19,725,393		46,871,453		30,412,444


		105

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2008, each Series had a capital loss carryover, disclosed below, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2016.


Pro-Blend^® Conservative Term Series		Pro-Blend^® Moderate Term Series		Pro-Blend^® Extended Term Series		Pro-Blend^® Maximum Term Series
$	2,125,221	$	6,948,431	$	6,778,639	$	44,378,890


	Pro-Blend^® Conservative Term Series			Pro-Blend^® Moderate Term Series			Pro-Blend^® Extended Term Series			Pro-Blend^® Maximum Term Series
Cost for federal income tax purposes	$	229,988,396		$	318,083,898		$	517,125,314		$	434,830,649
Unrealized appreciation	$	6,283,443		$	6,817,819		$	12,432,106		$	11,519,919
Unrealized depreciation		(6,490,155	)		(25,798,213	)		(70,687,250	)		(82,469,277	)

Net unrealized depreciation	$	(206,712	)	$	(18,980,394	)	$	(58,255,144	)	$	(70,949,358	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS

In September 2008, FASB Staff Position No. FAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45 (the “Position”) was issued and is effective for fiscal years and interim periods ending after November 15, 2008. The Position amends FASB Statement No. 133 (“FAS 133”), Accounting for Derivative Instruments and Hedging Activities, and also amends FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The amendments to FAS 133 include required disclosure for (i) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment performance risk of the credit derivative, (ii) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (iii) the fair value of the credit derivative, and (iv) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. Management has concluded that the adoption of FAS 133-1 and FIN 45-4 does not have an effect on the Series’ financial statements as none of the Series held any credit derivatives or guarantees as of April 30, 2009.


106

Notes to Financial Statements (unaudited)

9.	RECENT ACCOUNTING PRONOUNCEMENTS (continued)


		107

Renewal of Investment Advisory Agreement (unaudited)

•


108

Renewal of Investment Advisory Agreement (unaudited)

•


		109

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request:


By phone		1-800-466-3863
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^th is available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://manningnapieradvisors.com

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


110

ITEM 2:

CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3:

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4:

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5:

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6:

INVESTMENTS

See Investment Portfolios under Item 1 on this Form N-CSR.

Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8:

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11:

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be

disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12:

EXHIBITS

(a)(1) Not applicable for Semi-Annual Reports.

(a)(2) Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3) Not applicable.

(b) A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX-99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

June 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

June 29, 2009

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

June 29, 2009

Manning & Napier Fund N-CSRSCertified semi-annual shareholder report (management investment company)