Manning & Napier Fund N-CSR Certified 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 October 31, 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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1: REPORTS TO STOCKHOLDERS

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the Russell 3000^® Index gained 10.83% while the S&P 500 Index returned 9.83% .

The Equity Series earned a return well in excess of its benchmark, with a 17.23% gain for the twelve months ended October 31, 2009. In addition, the Series continues to outpace the Russell 3000^® Index over the current stock market cycle, which includes both a bull and a bear market. Over this current cycle, the Equity Series has earned an annualized return of 8.95% relative to the 6.04% return of the Russell 3000^® Index.

As equity market volatility heightened during the last quarter of 2008 and first quarter of 2009, we found meaningful investment opportunities in both the Information Technology and Health Care sectors. Using our Profile strategy for stock selection, we identified several companies with strong competitive advantages and growth drivers that we believed to be largely unrelated to the overall strength of the economy. Our allocations to both sectors detracted from performance at the end of 2008 and the beginning of 2009, but were a meaningful contributor to results as the markets turned off March lows.

As the market has strengthened into the later months of 2009, we have modestly pared back holdings in the Technology sector among companies that have appreciated closer to our estimate of fair market value. We have continued to add selectively to existing holdings in the Energy and Consumer Staples sectors.

Currently, Information Technology and Health Care are the Series’ largest sector weightings. Compared to the benchmark, we continue to have relatively small positions in both Energy and Financials. Our comparably small allocation to Financials helped relative performance during the later months of 2008 and the first quarter of 2009.

From a macro perspective, the current environment remains challenging. On the one hand, we have found more encouraging pockets of optimism in the Housing and Manufacturing sectors, and while the unemployment rate continues to move higher, there are subtle signs of improvement in the U.S. labor markets. On the other hand, macro-economic challenges remain in the face of a growing government deficit, continued easy monetary policy, a debt-burdened U.S. consumer and widespread inflation concerns.

We recognize that solving yesterday’s problems may create new and different macro-economic challenges in the global economy. Our approach has always been to remain cognizant of macro-economic conditions, but to allow company-specific factors to drive our investment decisions. In an environment like today, the very uncertainty that makes investors cautious can also create attractively priced investment opportunities for long-term investors. Over the past year, many of these opportunities have been represented by high quality growth companies and well-positioned companies in cyclical industries that are experiencing supply responses to lower demand. We will continue to seek out such opportunities as the next phase of this market and economic cycle unfolds.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc. 1

Performance Update as of October 31, 2009 (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Equity Series2,3	17.23%	3.98%	5.75%	5.77%
Russell 3000® Index4	10.83%	0.71%	-0.14%	1.49%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc.—Equity Series for the ten years ended October 31, 2009 to the Russell 3000^® Index.

¹Performance numbers for the Series and Index are calculated from May 1, 1998, the Collective’s inception date (see Note 3 below).

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 1.05% . The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for the year ended October 31, 2009.

³For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans -All-Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

⁴The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

2

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 (May 1, 2009 to October 31, 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 5/1/09		Ending Account Value 10/31/09		Expenses Paid During Period* 5/1/09-10/31/09
Actual	$	1,000.00	$	1,154.40	$	5.70
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.91	$	5.35

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

3

Portfolio Composition as of October 31, 2009 (unaudited)

4

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS - 95.4%
Consumer Discretionary - 14.3%
Hotels, Restaurants & Leisure - 2.6%
Carnival Corp.	476,150	$	13,865,488
International Game Technology	703,970		12,558,825
			26,424,313
Household Durables - 0.7%
Fortune Brands, Inc.	174,260		6,787,427
Media - 4.7%
Comcast Corp. - Class A	1,181,310		17,128,995
The Walt Disney Co.	1,100,070		30,108,916
			47,237,911
Multiline Retail - 2.5%
Kohl’s Corp.*	216,420		12,383,552
Nordstrom, Inc.	397,810		12,642,402
			25,025,954
Specialty Retail - 3.8%
Dick’s Sporting Goods, Inc.*	605,420		13,736,980
The Home Depot, Inc.	267,930		6,722,364
Lowe’s Companies, Inc.	374,110		7,321,332
The Sherwin-Williams Co.	180,430		10,291,727
			38,072,403
Total Consumer Discretionary			143,548,008
Consumer Staples - 6.7%
Food Products - 6.7%
Dean Foods Co.*	977,590		17,821,466
General Mills, Inc.	303,390		19,999,469
H.J. Heinz Co.	238,800		9,609,312
Kellogg Co.	378,810		19,523,867
Total Consumer Staples			66,954,114
Energy - 6.5%
Energy Equipment & Services - 3.9%
Baker Hughes, Inc.	491,490		20,676,984
Weatherford International Ltd. (Switzerland)*	1,033,410		18,115,678
			38,792,662
Oil, Gas & Consumable Fuels - 2.6%
Hess Corp.	487,650		26,693,961
Total Energy			65,486,623
Financials - 11.9%
Capital Markets - 7.7%
Bank of New York Mellon Corp.1	959,160		25,571,206

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
Federated Investors, Inc. - Class B	685,890	$	18,004,612
Northern Trust Corp.	264,610		13,296,652
SEI Investments Co.	1,180,980		20,631,721
			77,504,191
Consumer Finance - 2.4%
American Express Co.	695,170		24,219,723
Insurance - 1.8%
The Progressive Corp.*	1,115,500		17,848,000
Total Financials			119,571,914
Health Care - 15.8%
Biotechnology - 1.6%
Genzyme Corp.*	324,360		16,412,616
Health Care Equipment & Supplies - 4.5%
Becton, Dickinson & Co.	270,329		18,479,690
Gen-Probe, Inc.*	323,780		13,508,102
Inverness Medical Innovations, Inc.*	347,210		13,197,452
			45,185,244
Health Care Providers & Services - 1.6%
Quest Diagnostics, Inc.	283,390		15,850,003
Health Care Technology - 2.5%
Cerner Corp.*	159,370		12,118,495
Eclipsys Corp.*	685,910		12,860,812
			24,979,307
Life Sciences Tools & Services - 4.0%
Millipore Corp.*	172,540		11,561,906
PerkinElmer, Inc.	668,120		12,433,713
Thermo Fisher Scientific, Inc.*	350,830		15,787,350
			39,782,969
Pharmaceuticals - 1.6%
Johnson & Johnson	269,270		15,900,393
Total Health Care			158,110,532
Industrials - 11.4%
Air Freight & Logistics - 3.8%
FedEx Corp.	222,640		16,183,701
United Parcel Service, Inc. - Class B	408,210		21,912,713
			38,096,414
Airlines - 3.1%
Southwest Airlines Co.	3,618,010		30,391,284

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies - 1.4%
Waste Management, Inc.	477,030	$	14,253,657
Machinery - 1.6%
Pall Corp.	514,750		16,338,165
Road & Rail - 1.5%
Heartland Express, Inc.	279,330		3,798,888
J.B. Hunt Transport Services, Inc.	237,620		7,142,857
Knight Transportation, Inc.	259,910		4,168,957
			15,110,702
Total Industrials			114,190,222
Information Technology - 22.4%
Communications Equipment - 3.9%
Cisco Systems, Inc.*	1,375,160		31,422,406
Juniper Networks, Inc.*	297,490		7,588,970
			39,011,376
Computers & Peripherals - 2.3%
EMC Corp.*	1,376,270		22,667,167
Internet Software & Services - 4.5%
Google, Inc. - Class A*	83,820		44,937,578
IT Services - 3.3%
Automatic Data Processing, Inc.	370,000		14,726,000
Paychex, Inc.	652,310		18,532,127
			33,258,127
Semiconductors & Semiconductor Equipment - 0.5%
KLA-Tencor Corp.	160,880		5,230,209
Software - 7.9%
Autodesk, Inc.*	803,970		20,042,972
Electronic Arts, Inc.*	1,287,850		23,490,384
Microsoft Corp.	1,283,060		35,579,254
			79,112,610
Total Information Technology			224,217,067
Materials - 3.4%
Chemicals - 1.9%
Monsanto Co.	292,460		19,647,463
Paper & Forest Products - 1.5%
Weyerhaeuser Co.	410,840		14,929,925
Total Materials			34,577,388

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

Investment Portfolio - October 31, 2009

	Shares/ Principal Amount		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 3.0%
Wireless Telecommunication Services - 3.0%
American Tower Corp. - Class A*		275,020	$	10,126,236
Crown Castle International Corp.*		655,620		19,812,837
Total Telecommunication Services				29,939,073
TOTAL COMMON STOCKS (Identified Cost $892,029,796)				956,594,941
SHORT-TERM INVESTMENTS - 5.8%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.13%		8,167,605		8,167,605
Freddie Mac Discount Notes3, 0.37%, 11/24/2009	$	50,000,000		49,993,931
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $58,161,536)				58,161,536
TOTAL INVESTMENTS - 101.2% (Identified Cost $950,191,332)				1,014,756,477
LIABILITIES, LESS OTHER ASSETS - (1.2%)				(11,713,391	)
NET ASSETS - 100%			$	1,003,043,086

*Non-income producing security

¹Bank of New York Mellon Corp. is the Series’ custodian.

²Rate shown is the current yield as of report date.

³Rate shown reflects the annualized yield at time of purchase.

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

Statement of Assets and Liabilities

October 31, 2009

ASSETS:
Investments, at value (identified cost $950,191,332) (Note 2)	$	1,014,756,477
Receivable for fund shares sold		2,610,903
Dividends receivable		679,541
TOTAL ASSETS		1,018,046,921
LIABILITIES:
Accrued management fees (Note 3)		784,925
Accrued fund accounting and transfer agent fees (Note 3)		67,376
Accrued Chief Compliance Officer service fees (Note 3)		412
Payable for securities purchased		13,606,699
Payable for fund shares repurchased		470,266
Other payables and accrued expenses		74,157
TOTAL LIABILITIES		15,003,835
TOTAL NET ASSETS	$	1,003,043,086
NET ASSETS CONSIST OF:
Capital stock	$	644,852
Additional paid-in-capital		1,034,569,229
Undistributed net investment income		814,741
Accumulated net realized loss on investments		(97,550,881	)
Net unrealized appreciation on investments		64,565,145
TOTAL NET ASSETS	$	1,003,043,086
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,003,043,086/64,485,174 shares)	$	15.55

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

Statement of Operations

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends	$	8,800,620
Interest		62,110
Total Investment Income		8,862,730
EXPENSES:
Management fees (Note 3)		6,765,453
Fund accounting and transfer agent fees (Note 3)		524,001
Directors’ fees (Note 3)		12,302
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		39,099
Miscellaneous		170,689
Total Expenses		7,515,344
Less reduction of expenses (Note 3)		(394,073	)
Net Expenses		7,121,271
NET INVESTMENT INCOME		1,741,459
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments		(59,388,937	)
Net change in unrealized appreciation (depreciation) on investments		195,678,137
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		136,289,200
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	138,030,659

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

Statements of Changes in Net Assets

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,741,459		$	1,941,118
Net realized loss on investments		(59,388,937	)		(38,140,400	)
Net change in unrealized appreciation (depreciation) on investments		195,678,137			(134,982,408	)
Net increase (decrease) from operations		138,030,659			(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)		365,955,855			490,102,429
Net increase in net assets		501,460,074			310,556,813
NET ASSETS:
Beginning of year		501,583,012			191,026,199
End of year (including undistributed net investment income of $814,741 and $1,596,227, respectively)	$	1,003,043,086		$	501,583,012

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

Financial Highlights

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$13.34	$21.43	$19.19	$17.24	$15.63
Income (loss) from investment operations:
Net investment income (loss)	0.041	0.07	0.06	0.04	(0.01)
Net realized and unrealized gain (loss) on investments	2.24	(7.35)	2.65	3.25	2.45
Total from investment operations	2.28	(7.28)	2.71	3.29	2.44
Less distributions to shareholders:
From net investment income	(0.07)	(0.07)	(0.05)	—	—
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)
Net asset value - End of year	$15.55	$13.34	$21.43	$19.19	$17.24
Net assets - End of year (000’s omitted)	$1,003,043	$501,583	$191,026	$8,310	$2,714
Total return2	17.23%	(35.09%)	14.37%	20.36%	16.05%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.05%	1.05%	1.05%	1.05%	1.05%
Net investment income (loss)	0.26%	0.56%	0.45%	0.35%	(0.04%)
Portfolio turnover	50%	63%	44%	55%	57%
* The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees and in some years 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:
	0.06%	0.06%	0.11%	1.24%	2.33%

¹Calculated based on average shares outstanding during the year.

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

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

Notes to Financial Statements

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 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, 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.

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.

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,

13

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	956,594,941	$	956,594,941	$	—	$	—
Debt Securities:
U.S. Treasury and other
U.S. government agencies		49,993,931		—		49,993,931		—
Mutual funds		8,167,605		8,167,605		—		—
Other financial instruments**		—		—		—		—
Total	$	1,014,756,477	$	964,762,546	$	49,993,931	$	—

*Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

**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 October 31, 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 October 31, 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

14

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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, 2006 through October 31, 2009. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s 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

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.

15

Notes to Financial Statements

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.

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 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $386,621 for the year ended October 31, 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. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent) the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $7,452, which is included as a reduction of expenses on the Statement of Operations.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Additionally, certain transaction, account-based, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

16

Notes to Financial Statements

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2009, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $676,472,454 and $320,109,518, respectively. There were no purchases or sales of U. S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:

	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Sold	45,553,334		$	605,942,070		36,287,140		$	619,884,035
Reinvested	81,554			954,994		428,960			8,180,272
Repurchased	(18,762,919	)		(240,941,209	)	(8,016,843	)		(137,961,878	)
Total	26,871,969		$	365,955,855		28,699,257		$	490,102,429

At October 31, 2009, the retirement plan of the advisor and its affiliates owned 176,149 shares of the Series (0.3% of shares outstanding) valued at $2,739,117.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the Series during the year ended October 31, 2009.

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.

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. These differences are primarily due to differing book and tax treatments in the timing of recognition of net investment income or gains and losses, including losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available

17

Notes to Financial Statements

8. FEDERAL INCOME TAX INFORMATION (continued)

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 tax character of distributions paid were as follows:

	For the Year Ended 10/31/09		For the Year Ended 10/31/08
Ordinary income	$	2,526,440	$	7,621,863
Long-term capital gains		—		742,063

At October 31, 2009, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	968,234,593
Unrealized appreciation	$	85,639,978
Unrealized depreciation		(39,118,094	)
Net unrealized appreciation	$	46,521,884
Undistributed ordinary income		814,741
Capital loss carryover		79,507,620

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, will expire as follows:

Loss Carryover		Expiration Date
$	36,496,456	October 31, 2016
$	43,011,164	October 31, 2017

9. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

18

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Equity Series:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2009, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

19

Supplemental Tax Information (unaudited)

For federal income tax purposes, the Series designates for the current fiscal year $2,526,440 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 99.9%.

20

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http:// www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003;
	President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group
	Member**; Chief Compliance Officer since 2004 - Manning &
	Napier Advisors, Inc. President; Director - Manning & Napier
	Investor Services, Inc. Holds or has held one or more of the
	following titles for various subsidiaries and affiliates: President, Vice
	President, Director, Chairman, Treasurer, Chief Compliance Officer
	or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley
	Group (property management and investment). Chairman
	(non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae
	(mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will
	& Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

21

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member,
	PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp.
	ViroPharma, Inc.
	HLTH Corp.
	Cheyne Capital International
	MPM Bio-equities
	GMP Companies
	HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments)
	since 2006; Founder and Managing Partner (2004-2005) - Village
	Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services,
	LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp.
	Pioneering Technologies

22

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member**
	since 2003, Manning & Napier Advisors, Inc. Holds one or more of
	the following titles for various subsidiaries and affiliates: President,
	Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since
	2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since
	1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money
	Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since
	2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and
	affiliates since 1990 (title change in 2005 from Compliance Manager
	to Director of Compliance); Corporate Secretary, Manning & Napier
	Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

23

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24

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25

Literature Requests

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://www.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

MNEQY-10/09-AR

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the Russell 3000^® Index gained 10.83% while the S&P 500 Index returned 9.83%.

The Tax Managed Series earned a return well in excess of its benchmark, with a 17.57% gain for the twelve months ended October 31, 2009. In addition, the Series continues to outpace the Russell 3000^® Index over the current stock market cycle, which includes both a bull and a bear market. Over this current cycle, the Tax Managed Series has earned an annualized return of 8.25% relative to the 6.04% return of the Russell 3000^® Index.

As equity market volatility heightened during the last quarter of 2008 and first quarter of 2009, we found meaningful investment opportunities in both the Information Technology and Health Care sectors. Using our Profile strategy for stock selection, we identified several companies with strong competitive advantages and growth drivers that we believed to be largely unrelated to the overall strength of the economy. Our allocations to both sectors detracted from performance at the end of 2008 and the beginning of 2009, but were a meaningful contributor to results as the markets turned off March lows.

As the market has strengthened into the later months of 2009, we have modestly pared back holdings in the Technology sector among companies that have appreciated closer to our estimate of fair market value. We have continued to add selectively to existing holdings in the Energy and Consumer Staples sectors.

Currently, Information Technology and Health Care remain the Series’ largest sector weightings. Relative to the benchmark, we continue to have relatively small positions in both Energy and Financials. Our comparably small allocation to Financials helped relative performance during the later months of 2008 and the first quarter of 2009.

From a macro perspective, the current environment remains challenging. On the one hand, more encouraging pockets of optimism have been found in the Housing and Manufacturing sectors, and while the unemployment rate continues to move higher, there are subtle signs of improvement in the U.S. labor markets. On the other hand, macro-economic challenges remain in the face of a growing government deficit, continued easy monetary policy, a debt-burdened U.S. consumer and widespread inflation concerns.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

1

Performance Update as of October 31, 2009 (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. -Tax Managed Series
Returns Before Taxes2,4	17.57%	4.12%	5.37%	8.31%
Returns After Taxes on Distributions3,4	17.45%	3.22%	4.83%	7.84%
Returns After Taxes on Distributions and Sale of Series Shares3,4	11.53%	3.56%	4.65%	7.40%
Russell 3000® Index5	10.83%	0.71%	-0.14%	6.15%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Tax Managed Series (returns before taxes) for the ten years ended October 31, 2009 to the Russell 3000^® Index.

¹Performance numbers for the Series and Index are calculated from November 1, 1995, the Series’ inception date.

²Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 1.20%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.44% for the year ended October 31, 2009.

³Returns after taxes on distributions assume that an investor owned the Series during the entire period and paid taxes on the Series’ distributions. Returns after taxes on distributions and sale of Series shares assume that an investor paid taxes on the Series’ distributions and sold all shares at the end of each period. After-tax returns reflect the historical highest individual federal marginal income tax rates and do not reflect state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns reflect past tax effects and are not indicative of future tax effects. After-tax returns are not relevant to those investing through 401(k) plans, IRAs or other tax-deferred arrangements.

⁴The Series’ performance is historical and may not be indicative of future results.

⁵The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

2

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 (May 1, 2009 to October 31, 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 5/1/09		Ending Account Value 10/31/09		Expenses Paid During Period* 5/1/09-10/31/09
Actual	$	1,000.00	$	1,173.40	$	6.57
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.16	$	6.11

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

3

Portfolio Composition as of October 31, 2009 (unaudited)

4

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS - 97.4%
Consumer Discretionary - 12.1%
Hotels, Restaurants & Leisure - 2.6%
Carnival Corp.	12,560	$	365,747
International Game Technology	21,050		375,532
			741,279
Media - 4.4%
Comcast Corp. - Class A	34,610		501,845
The Walt Disney Co.	29,030		794,551
			1,296,396
Multiline Retail - 1.5%
Nordstrom, Inc.	13,970		443,967
Specialty Retail - 3.6%
Dick’s Sporting Goods, Inc.*	15,350		348,291
The Home Depot, Inc.	8,190		205,487
Lowe’s Companies, Inc.	10,210		199,810
The Sherwin-Williams Co.	5,370		306,305
			1,059,893
Total Consumer Discretionary			3,541,535
Consumer Staples - 8.7%
Food Products - 8.7%
Dean Foods Co.*	17,570		320,301
General Mills, Inc.	6,090		401,453
Kellogg Co.	8,150		420,051
Nestle S.A. (Switzerland)	15,860		739,278
Unilever plc - ADR (United Kingdom)	22,270		664,314
Total Consumer Staples			2,545,397
Energy - 6.8%
Energy Equipment & Services - 3.2%
Baker Hughes, Inc.	10,490		441,314
National Oilwell Varco, Inc.*	2,752		112,805
Weatherford International Ltd. (Switzerland)*	22,580		395,827
			949,946
Oil, Gas & Consumable Fuels - 3.6%
Cameco Corp. (Canada)	12,760		347,200
Hess Corp.	12,910		706,693
			1,053,893
Total Energy			2,003,839
Financials - 10.1%
Capital Markets - 6.1%
Bank of New York Mellon Corp.1	25,410		677,431

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
Federated Investors, Inc. - Class B	14,300	$	375,375
Northern Trust Corp.	7,000		351,750
SEI Investments Co.	20,850		364,249
			1,768,805
Consumer Finance - 2.2%
American Express Co.	18,390		640,708
Insurance - 1.8%
The Progressive Corp.*	33,300		532,800
Total Financials			2,942,313
Health Care - 15.7%
Biotechnology - 1.4%
Genzyme Corp.*	8,080		408,848
Health Care Equipment & Supplies - 3.8%
Becton, Dickinson and Co.	6,340		433,402
Gen-Probe, Inc.*	8,600		358,792
Inverness Medical Innovations, Inc.*	8,290		315,103
			1,107,297
Health Care Providers & Services - 1.4%
Quest Diagnostics, Inc.	7,490		418,916
Health Care Technology - 1.5%
Cerner Corp.*	5,570		423,543
Life Sciences Tools & Services - 4.7%
Lonza Group AG (Switzerland)	1,950		151,966
Millipore Corp.*	7,360		493,194
PerkinElmer, Inc.	18,200		338,702
Thermo Fisher Scientific, Inc.*	8,550		384,750
			1,368,612
Pharmaceuticals - 2.9%
Johnson & Johnson	7,080		418,074
Novartis AG - ADR (Switzerland)	8,360		434,302
			852,376
Total Health Care			4,579,592
Industrials - 11.5%
Air Freight & Logistics - 3.5%
FedEx Corp.	6,110		444,136
United Parcel Service, Inc. - Class B	10,700		574,376
			1,018,512

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines - 3.2%
Southwest Airlines Co.	110,750	$	930,300
Commercial Services & Supplies - 1.3%
Waste Management, Inc.	12,640		377,683
Industrial Conglomerates - 0.6%
3M Co.	2,660		195,697
Machinery - 1.5%
Pall Corp.	13,630		432,616
Road & Rail - 1.4%
Heartland Express, Inc.	8,360		113,696
J.B. Hunt Transport Services, Inc.	6,860		206,212
Knight Transportation, Inc.	6,460		103,618
			423,526
Total Industrials			3,378,334
Information Technology - 26.3%
Communications Equipment - 5.7%
Cisco Systems, Inc.*	36,320		829,912
Juniper Networks, Inc.*	8,360		213,263
Nokia Corp. - ADR (Finland)	49,680		626,465
			1,669,640
Computers & Peripherals - 2.0%
EMC Corp.*	35,895		591,191
Internet Software & Services - 3.8%
Google, Inc. - Class A*	2,080		1,115,130
IT Services - 4.5%
Accenture plc - Class A (Ireland)	9,580		355,226
Automatic Data Processing, Inc.	10,160		404,368
Paychex, Inc.	19,500		553,995
			1,313,589
Semiconductors & Semiconductor Equipment - 2.0%
Advantest Corp. (Japan)	6,000		137,310
KLA-Tencor Corp.	4,770		155,073
Lam Research Corp.*	4,130		139,264
Tokyo Electron Ltd. (Japan)	2,500		145,531
			577,178

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

Investment Portfolio - October 31, 2009

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Software - 8.3%
Autodesk, Inc.*		18,200	$	453,726
Electronic Arts, Inc.*		31,790		579,850
Microsoft Corp.		27,250		755,642
Salesforce.com, Inc.*		4,510		255,942
SAP AG - ADR (Germany)		8,310		376,194
				2,421,354
Total Information Technology				7,688,082
Materials - 4.3%
Chemicals - 2.9%
Ecolab, Inc.		6,110		268,596
Monsanto Co.		8,640		580,435
				849,031
Paper & Forest Products - 1.4%
Weyerhaeuser Co.		11,330		411,732
Total Materials				1,260,763
Telecommunication Services - 1.9%
Wireless Telecommunication Services - 1.9%
American Tower Corp. - Class A*		5,120		188,518
Crown Castle International Corp.*		12,340		372,915
Total Telecommunication Services				561,433
TOTAL COMMON STOCKS (Identified Cost $25,544,731)				28,501,288
SHORT-TERM INVESTMENTS - 2.6%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.13%		11,811		11,811
U.S. Treasury Bill3 , 0.02%, 11/19/2009	$	750,000		749,993
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $761,804)				761,804
TOTAL INVESTMENTS - 100.0% (Identified Cost $26,306,535)				29,263,092
LIABILITIES, LESS OTHER ASSETS - 0.0%**				(4,217	)
NET ASSETS - 100%			$	29,258,875

ADR - American Depository Receipt

*Non-income producing security

**Less than 0.1%

¹ Bank of New York Mellon Corp. is the Series’ custodian.

² Rate shown is the current yield as of report date.

³ Rate shown reflects the annualized yield at time of purchase.

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

Statement of Assets and Liabilities

October 31, 2009

ASSETS:
Investments, at value (identified cost $26,306,535) (Note 2)	$	29,263,092
Dividends receivable		24,716
Receivable for fund shares sold		18,640
Foreign tax reclaims receivable		12,444
Interest receivable		80
TOTAL ASSETS		29,318,972
LIABILITIES:
Accrued management fees (Note 3)		22,437
Accrued fund accounting and transfer agent fees (Note 3)		1,780
Accrued Chief Compliance Officer service fees (Note 3)		412
Audit fees payable		31,150
Other payables and accrued expenses		4,318
TOTAL LIABILITIES		60,097
TOTAL NET ASSETS		$29,258,875
NET ASSETS CONSIST OF:
Capital stock	$	13,723
Additional paid-in-capital		30,920,963
Undistributed net investment income		44,797
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,678,068	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		2,957,460
TOTAL NET ASSETS	$	29,258,875
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($29,258,875/1,372,327 shares)	$	21.32

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

Statement of Operations

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $9,507)	$	314,107
Interest		681
Total Investment Income		314,788
EXPENSES:
Management fees (Note 3)		207,553
Fund accounting and transfer agent fees (Note 3)		17,028
Directors’ fees (Note 3)		12,302
Chief Compliance Officer service fees (Note 3)		3,800
Audit fees		31,149
Registration and filing fees		16,450
Legal fees		4,600
Custodian fees		3,701
Miscellaneous		3,047
Total Expenses		299,630
Less reduction of expenses (Note 3)		(50,004	)
Net Expenses		249,626
NET INVESTMENT INCOME		65,162
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		(1,837,344	)
Foreign currency and translation of other assets and liabilities		28
		(1,837,316	)
Net change in unrealized appreciation (depreciation) on-
Investments		6,427,138
Foreign currency and translation of other assets and liabilities		1,286
		6,428,424
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		4,591,108
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,656,270

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

Statements of Changes in Net Assets

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	65,162		$	103,756
Net realized loss on investments and foreign currency .		(1,837,316	)		(2,719,950	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		6,428,424			(6,478,408	)
Net increase (decrease) from operations		4,656,270			(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)		9,171,810			(264,421	)
Net increase (decrease) in net assets		13,729,002			(10,165,397	)
NET ASSETS:
Beginning of year		15,529,873			25,695,270
End of year (including undistributed net investment income of $44,797 and $78,685, respectively)	$	29,258,875		$	15,529,873

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

Financial Highlights

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$18.26	$28.44	$27.01	$25.60	$23.51
Income (loss) from investment operations:
Net investment income	0.061	0.12	0.08	0.13	0.06
Net realized and unrealized gain (loss) on investments	3.11	(9.42)	3.44	4.41	3.36
Total from investment operations	3.17	(9.30)	3.52	4.54	3.42
Less distributions to shareholders:
From net investment income	(0.11)	(0.09)	(0.14)	(0.06)	(0.02)
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)
Net asset value - End of year	$21.32	$18.26	$28.44	$27.01	$25.60
Net assets - End of year (000’s omitted)	$29,259	$15,530	$25,695	$7,585	$6,886
Total return2	17.57%	(33.62%)	13.65%	20.01%	14.96%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.20%	1.20%	1.20%	1.20%	1.20%
Net investment income	0.31%	0.44%	0.38%	0.54%	0.23%
Portfolio turnover	48%	96%	65%	61%	68%
* The investment advisor did not impose all of its management fees, CCO fees 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 amounts:
	0.24%	0.20%	0.25%	0.78%	0.82%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the year.

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

Notes to Financial Statements

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 series, of which 87.5 million have been designated as Tax Managed 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.

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.

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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

13

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	28,501,288	$	28,501,288	$	—	$	—
Debt Securities:
U.S. Treasury and other U.S. government agencies		749,993		—		749,993		—
Mutual funds		11,811		11,811		—		—
Other financial instruments**		—		—		—		—
Total	$	29,263,092	$	28,513,099	$	749,993	$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

** 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 October 31, 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 October 31, 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.

14

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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 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’ 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.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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, 2006 through October 31, 2009. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s 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

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.

15

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 $49,764 for the year ended October 31, 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

16

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

assets or number of accounts, depending on the expense. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $240, which is included as a reduction of expenses on the Statement of Operations.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing U.S. Inc. (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Additionally, certain transaction, account-based, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2009, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $18,045,335 and $9,391,624, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Tax Managed Series were:

	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Sold	691,302		$	12,064,908		210,131		$	5,069,586
Reinvested	2,642			43,004		28,353			735,759
Repurchased	(172,173	)		(2,936,102	)	(291,328	)		(6,069,766	)
Total	521,771		$	9,171,810		(52,844	)	$	(264,421	)

At October 31, 2009, one omnibus account owned 872,850 shares of the Series (63.6% of shares outstanding) valued at $18,609,162. Investment activities of this shareholder may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract

17

Notes to Financial Statements

6. FINANCIAL INSTRUMENTS (continued)

terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the Series during the year ended October 31, 2009.

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 U.S. 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 U.S. Government.

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain in come 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. These differences are primarily due to differing book and tax treatments in the timing and recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses. 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 tax character of distributions were as follows:

	For the Year Ended 10/31/09		For the Year Ended 10/31/08
Ordinary income	$	99,078	$	85,168
Long-term capital gains		—		721,206

At October 31, 2009, the tax basis of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	26,634,241
Unrealized appreciation	$	3,700,391
Unrealized depreciation		(1,071,540	)
Net unrealized appreciation	$	2,628,851
Undistributed ordinary income		44,797
Capital loss carryover		4,350,362

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, will expire as follows:

Loss Carryover		Expiration Date
$	2,580,370	October 31, 2016
$	1,769,992	October 31, 2017

18

Notes to Financial Statements

9. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

19

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Tax Managed Series:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2009, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian, provide a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

20

Supplemental Tax Information (unaudited)

For federal income tax purposes, the Series designates for the current fiscal year $99,078 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 100%.

21

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http:// www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group Member**; Chief Compliance Officer since 2004 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) New York Collegium (non-profit) Boston Early Music Festival (non-profit)

22

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp.
	ViroPharma, Inc.
	HLTH Corp.
	Cheyne Capital International
	MPM Bio-equities
	GMP Companies
	HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments) since 2006; Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services, LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp. Pioneering Technologies

23

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member** since 2003, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

24

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25

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 30th 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 1st and 3rd 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

MNTAX-10/09-AR

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the S&P 500 Index had a total return of 9.83%. Foreign stocks, which experienced more significant declines than U.S. stocks in the latter part of 2008 and first quarter of 2009, rebounded much more sharply off March lows. Specifically, the Morgan Stanley Capital International (MSCI) Europe, Asia and Far East (EAFE) Index was up 27.71% during the past year through October helped in part by weakness in the US Dollar. Fixed income markets provided a sense of stability through this volatile equity environment, with the Barclay’s Capital Aggregate Bond Index up 13.79% over the past twelve months.

The Target Series represent six distinct mutual funds, each managed to a designated target date. The investment objective of each Series automatically becomes more conservative over time as the specified target date draws near. Over the past twelve months ended October 31, 2009, each of the six Target Series posted double-digit, positive returns. While the more conservative Income Series, 2010 Series and 2020 Series each modestly trailed the return of their respective blended index benchmarks, the more growth-oriented 2030 Series, 2040 Series and 2050 Series outperformed their benchmark handily over the last twelve months.

Each of the Target Series maintained a higher than average allocation to equities during the last twelve months, consistent with our investment approach of buying into weakness in the stock market. While this higher allocation to stocks hurt returns from both an absolute and relative perspective during the last few months of 2008 and the first quarter of 2009, it contributed to strong absolute returns as markets regained strength in the second and third quarters of 2009.

Within the equity portion of each of the Series’ portfolios, we found meaningful opportunities in both the Information Technology and Health Care sectors. During the latter stages of the financial crisis in 2008 and early 2009, the Series’ allocation to the Information Technology sector detracted from returns. In contrast, our allocation to the Health Care sector contributed positively to results, as did our generally low exposure to the Financial Services sector. As markets turned positive in mid-2009, the Series’ allocation to Information Technology contributed positively to results, as did many of our specific company selections in the Health Care sector.

Within the fixed income portion of the Series’ portfolios, we sought to add value through proactive duration management and sector selection. For example, we purchased long-term bonds as interest rates rose (causing prices to fall) during the first half of 2009. These actions paid off as interest rates declined (causing prices to rise) in the third quarter. On the yield front, we continued to increase exposure to the corporate sector to take advantage of the significant yield spread for corporate securities relative to U.S. Treasury issues.

From a macro perspective, the current environment remains challenging. On the one hand, we have found more encouraging pockets of optimism in the housing and manufacturing sectors, and while the unemployment rate continues to move higher, there are subtle signs of improvement in the U.S. labor markets. On the other hand, macro-economic challenges remain in the face of a growing government deficit, continued easy monetary policy, a debt-burdened U.S. consumer and widespread inflation concerns. As the global economy shifts from a recession into an expansion, the pro-active, flexible approach used in the management of the Series’ portfolios will be important for navigating such mixed signals.

1

Management Discussion and Analysis (unaudited)

While the markets have turned up from lows reached earlier this year, we recognize that solving yesterday’s problems may create new and different macro-economic challenges in the global economy. Our approach has always been to remain cognizant of macro-economic conditions, but to allow company-specific factors to drive our investment decisions. In an environment like today, the very uncertainty that makes investors cautious can also create attractively priced investment opportunities for long-term investors. Over the past year, many of these opportunities have been represented by high quality growth companies and well-positioned companies in cyclical industries that are experiencing supply responses to lower demand. We will continue to seek out such opportunities as the next phase of this market and economic cycle unfolds.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

2

Performance Update - Target Income Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target Income Series - Class K2	11.80%	2.47%
Manning & Napier Fund, Inc. -Target Income Series - Class R2	11.44%	2.19%
Manning & Napier Fund, Inc. -Target Income Series - Class C2	10.91%	1.68%
Manning & Napier Fund, Inc. -Target Income Series - Class I2	12.06%	2.76%
Barclays Capital Intermediate U.S.Aggregate Bond Index3,5	12.39%	5.71%
Target Income Blended Index3,4,5	13.67%	2.48%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Barclays Capital Intermediate U.S. Aggregate Bond Index and the Target Income Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Intermediate U.S. Aggregate Bond Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.71% for Class K, 169.89% for Class R, 11.75% for Class C and 54.74% for Class I for the year ended October 31, 2009.

³The Barclays Capital Intermediate U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴The Target Income Blended Index is a 5%/15%/80% Blended Index which is made up of 5% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 15% Russell 3000^® Index, and 80% Barclays Capital Intermediate U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

3

Performance Update - Target 2010 Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target 2010 - Class K2	13.97%	-1.17%
Manning & Napier Fund, Inc. -Target 2010 - Class R2	13.54%	-1.41%
Manning & Napier Fund, Inc. -Target 2010 - Class C2	13.13%	-1.85%
Manning & Napier Fund, Inc. -Target 2010 - Class I2	14.23%	-0.89%
Barclays Capital U.S.Aggregate Bond Index3,5	13.79%	5.86%
Target 2010 Blended Index3,4,5	15.56%	-0.86%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc.—Target 2010 Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2010 Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Aggregate Bond Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.61% for Class K, 25.91% for Class R, 6.06% for Class C and 8.31% for Class I for the year ended October 31, 2009.

³The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴The Target 2010 Blended Index is a 10%/30%/60% Blended Index which is made up of 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

4

Performance Update - Target 2020 Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target 2020 Series - Class K2	15.72%	-3.67%
Manning & Napier Fund, Inc. -Target 2020 Series - Class R2	15.13%	-4.06%
Manning & Napier Fund, Inc. -Target 2020 Series - Class C2	14.74%	-4.48%
Manning & Napier Fund, Inc. -Target 2020 Series - Class I2	15.98%	-3.47%
Barclays Capital U.S.Aggregate Bond Index3,5	13.79%	5.86%
Target 2020 Blended Index3,4,5	16.25%	-3.53%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc.—Target 2020 Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2020 Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Aggregate Bond Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.02% for Class K, 15.09% for Class R, 4.13% for Class C and 2.95% for Class I for the year ended October 31, 2009.

³The Barclays Capital (formerly Lehman Brothers) U.S.Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴The Target 2020 Blended Index is a 15%/40%/45% Blended Index which is made up of 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

5

Performance Update - Target 2030 Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target 2030 Series - Class K2	16.05%	-5.97%
Manning & Napier Fund, Inc. -Target 2030 Series - Class R2	16.09%	-6.10%
Manning & Napier Fund, Inc. -Target 2030 Series - Class C2	15.57%	-6.51%
Manning & Napier Fund, Inc. -Target 2030 Series - Class I2	16.56%	-5.64%
Russell 3000® Index3,6	10.83%	-11.91%
Barclays Capital U.S.Aggregate Bond Index4,6	13.79%	5.86%
Target 2030 Blended Index3,4,5,6	15.81%	-7.05%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Russell 3000^® Index and the Target 2030 Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Aggregate Bond Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.27% for Class K, 29.22% for Class R, 6.89% for Class C and 6.23% for Class I for the year ended October 31, 2009.

³The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁴The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁵The Target 2030 Blended Index is 60% of a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index and 40% of a 15%/40%/45% Blended Index which is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁶Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

6

Performance Update - Target 2040 Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target 2040 - Class K2	18.60%	-6.45%
Manning & Napier Fund, Inc. -Target 2040 - Class R2	18.21%	-6.64%
Manning & Napier Fund, Inc. -Target 2040 - Class C2	17.88%	-7.04%
Manning & Napier Fund, Inc. -Target 2040 - Class I2	18.86%	-6.17%
Russell 3000® Index3,5	10.83%	-11.91%
Target 2040 Blended Index3,4,5	16.08%	-9.10%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Russell 3000^® Index and the Target 2040 Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Aggregate Bond Index, a component of the Target 2040 Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 2.40% for Class K, 16.82% for Class R, 16.24% for Class C and 18.70% for Class I for the year ended October 31, 2009.

³The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁴The Target 2040 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

7

Performance Update - Target 2050 Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Since Inception1
Manning & Napier Fund, Inc. -Target 2050 - Class K2	20.71%	-5.41%
Manning & Napier Fund, Inc. -Target 2050 - Class R2	20.31%	-5.61%
Manning & Napier Fund, Inc. -Target 2050 - Class C2	19.84%	-6.07%
Manning & Napier Fund, Inc. -Target 2050 - Class I2	21.07%	-5.08%
Russell 3000® Index3,5	10.83%	-11.91%
Target 2050 Blended Index3,4,5	16.08%	-9.10%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception¹ (3/28/08) to present (10/31/09) to the Russell 3000^® Index and the Target 2050 Blended Index.

¹Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Aggregate Bond Index, a component of the Target 2050 Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 25.40% for Class K, 242.60% for Class R, 74.50% for Class C and 141.58% for Class I for the year ended October 31, 2009.

³The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁴The Target 2050 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

8

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 (May 1, 2009 to October 31, 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 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target Income
Actual (Class K)	$1,000.00	$1,076.50	$1.57	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,074.70	$2.88	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,071.80	$5.48	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,077.40	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

9

Shareholder Expense Example (unaudited)

	Beginning Account Value 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target 2010
Actual (Class K)	$1,000.00	$1,116.60	$1.60	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,114.50	$2.93	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,112.50	$5.59	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,118.70	$0.27	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	Beginning Account Value 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target 2020
Actual (Class K)	$1,000.00	$1,145.00	$1.62	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,141.80	$2.97	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,139.60	$5.66	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,146.00	$0.27	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	Beginning Account Value 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target 2030
Actual (Class K)	$1,000.00	$1,159.90	$1.63	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,158.80	$2.99	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,155.30	$5.70	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,160.50	$0.27	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

10

Shareholder Expense Example (unaudited)

	Beginning Account Value 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target 2040
Actual (Class K)	$1,000.00	$1,175.10	$1.64	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,172.70	$3.01	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,169.40	$5.74	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,174.40	$0.27	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	Beginning Account Value 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/091	Annualized Expense Ratio2
Target 2050
Actual (Class K)	$1,000.00	$1,183.20	$1.65	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,182.30	$3.03	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,180.80	$5.77	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,186.70	$0.28	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

¹ 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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

² Expense 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.

³ Assumes 5% annual return before expenses.

11

Portfolio Composition as of October 31, 2009 - Asset Allocation¹(unaudited)

Target Income	Target 2010

Target 2020	Target 2030

Target 2040	Target 2050

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.

12

Statements of Assets and Liabilities

October 31, 2009

	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
ASSETS:
Manning & Napier Pro-Blend® Maximum Term Series - Class I (1,534,165 shares, 1,638,937 shares, and 209,860 shares, respectively)	$	—	$	—	$	—	$	13,347,235	$	14,258,754	$	1,825,785
Manning & Napier Pro-Blend® Extended Term Series - Class I (3,823,579 shares and 1,425,116 shares, respectively)		—		—		34,718,093		12,940,055		—		—
Manning & Napier Pro-Blend® Moderate Term Series - Class I (1,888,430 shares)		—		18,015,627		—		—		—		—
Manning & Napier Pro-Blend® Conservative Term Series - Class I (4,211,835 shares)		42,581,647		—		—		—		—		—
Total investments in securities: At value*		42,581,647		18,015,627		34,718,093		26,287,290		14,258,754		1,825,785
Receivable for securities sold		14,980		28,819		—		—		—		—
Receivable for fund shares sold		36		6,221		109,949		88,860		38,606		5,670
Receivable from investment Advisor (Note 3)		22,585		31,062		28,700		31,334		32,958		34,635
TOTAL ASSETS		42,619,248		18,081,729		34,856,742		26,407,484		14,330,318		1,866,090
LIABILITIES:
Accrued transfer agent fees (Note 3)		11,391		11,243		10,997		11,197		11,250		11,350
Accrued distribution and service (Rule 12b-1) fees (Note 3)		9,338		4,709		8,570		6,028		3,287		346
Accrued fund accounting fees (Note 3)		2,792		2,792		2,792		2,792		2,792		2,792
Accrued Chief Compliance Officer service fees (Note 3)		417		417		417		417		417		417
Audit fees payable		18,998		18,997		18,997		18,998		18,998		18,998
Payable for securities purchased		—		—		58,544		63,762		29,982		5,666
Payable for fund shares repurchased		15,016		35,040		51,405		25,098		8,624		4
Other payables and accrued expenses		3,952		2,276		3,513		3,512		2,152		1,134
TOTAL LIABILITIES		61,904		75,474		155,235		131,804		77,502		40,707
TOTAL NET ASSETS	$	42,557,344	$	18,006,255	$	34,701,507	$	26,275,680	$	14,252,816	$	1,825,383
NET ASSETS CONSIST OF:
Capital stock		41,997		18,804		37,920		29,693		16,222		2,065
Additional paid-in-capital		38,208,134		16,058,752		30,868,643		23,189,694		12,737,870		1,779,384
Undistributed net investment income		88,727		10,042		30,979		15,150		1,348		—
Accumulated net realized gain on underlying series		146,214		38,159		47,728		76,189		41,787		13,424
Net unrealized appreciation on underlying series		4,072,272		1,880,498		3,716,237		2,964,954		1,455,589		30,510
TOTAL NET ASSETS	$	42,557,344	$	18,006,255	$	34,701,507	$	26,275,680	$	14,252,816	$	1,825,383

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

Statements of Assets and Liabilities (continued)

	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
Class K
Net Assets	$	42,116,076	$	15,782,147	$	30,089,283	$	23,597,341	$	12,880,137	$	1,047,448
Shares Outstanding		4,155,725		1,646,957		3,286,195		2,666,522		1,465,602		118,307
Net Asset Value, Offering Price, and Redemption Price per share	$	10.13	$	9.58	$	9.16	$	8.85	$	8.79	$	8.85
Class R
Net Assets	$	53,622	$	283,872	$	562,084	$	327,968	$	503,897	$	600,799
Shares Outstanding		5,318		29,743		61,743		37,154		57,508		68,099
Net Asset Value, Offering Price, and Redemption Price per share	$	10.08	$	9.54	$	9.10	$	8.83	$	8.76	$	8.82
Class C
Net Assets	$	329,657	$	1,471,485	$	2,123,018	$	1,034,279	$	440,396	$	98,631
Shares Outstanding		32,970		155,009		234,286		117,833		50,617		11,271
Net Asset Value, Offering Price, and Redemption Price per share	$	10.00	$	9.49	$	9.06	$	8.78	$	8.70	$	8.75
Class I
Net Assets	$	57,989	$	468,751	$	1,927,122	$	1,316,092	$	428,386	$	78,505
Shares Outstanding		5,701		48,728		209,743		147,813		48,499		8,820
Net Asset Value, Offering Price, and Redemption Price per share	$	10.17	$	9.62	$	9.19	$	8.90	$	8.83	$	8.90
*At identified cost	$	38,509,375	$	16,135,129	$	31,001,856	$	23,322,336	$	12,803,165	$	1,795,275

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

Statements of Operations

For the Year Ended October 31, 2009

	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
INVESTMENT INCOME:
Income distributions from underlying series	$	179,794		$	48,113		$	104,979		$	56,934		$	20,152		$	1,295
EXPENSES:
Distribution and services (Rule 12b-1)fees (Class K) (Note 3)		72,957			20,840			34,449			25,632			12,621			652
Distribution and services (Rule 12b-1)fees (Class C) (Note 3)		1,149			5,135			9,146			3,354			868			331
Distribution and services (Rule 12b-1)fees (Class R) (Note 3)		35			242			421			212			416			26
Transfer agent fees (Class K) (Note 3).		12,001			12,001			12,001			12,001			12,001			12,001
Transfer agent fees (Class R) (Note 3).		12,001			12,001			12,001			12,001			12,001			12,001
Transfer agent fees (Class C) (Note 3).		12,001			12,001			12,001			12,001			12,001			12,001
Transfer agent fees (Class I) (Note 3)		12,001			12,001			12,001			12,001			12,001			12,001
Directors’ fees (Note 3)		12,294			12,294			12,294			12,294			12,294			12,294
Fund accounting fees (Note 3)		21,649			21,651			21,649			21,649			21,649			21,649
Chief Compliance Officer service fees (Note 3)		3,801			3,801			3,801			3,801			3,801			3,801
Registration and filing fees		61,251			59,851			62,450			61,625			60,250			58,451
Audit fees		18,998			18,998			18,998			18,998			18,998			18,998
Legal fees		5,052			5,052			5,052			5,052			5,052			5,052
Custodian fees		1,176			1,205			1,695			3,325			1,540			1,120
Miscellaneous		2,629			2,268			2,395			2,317			2,198			2,098
Total Expenses		248,995			199,341			220,354			206,263			187,691			172,476
Less reduction of expenses (Note 3)		(159,827	)		(168,375	)		(168,153	)		(171,210	)		(170,954	)		(171,281	)
Net Expenses		89,168			30,966			52,201			35,053			16,737			1,195
NET INVESTMENT INCOME		90,626			17,147			52,778			21,881			3,415			100
REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain on underlying series		146,214			38,159			51,411			76,189			41,791			14,093
Net change in unrealized appreciation (depreciation) on underlying series		4,071,769			1,880,027			3,752,187			2,964,896			1,462,728			34,743
NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		4,217,983			1,918,186			3,803,598			3,041,085			1,504,519			48,836
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,308,609		$	1,935,333		$	3,856,376		$	3,062,966		$	1,507,934		$	48,936

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

Statements of Changes in Net Assets

	Target Income						Target 2010						Target 2020
	For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	90,626		$	(4	)	$	17,147		$	(37	)	$	52,778		$	(239	)
Net realized gain (loss) on underlying series		146,214			—			38,159			—			51,411			(3,683	)
Net change in unrealized appreciation (depreciation) on underlying series		4,071,769			503			1,880,027			471			3,752,187			(35,950	)
Net increase (decrease) from operations .		4,308,609			499			1,935,333			434			3,856,376			(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)		(3	)		—			(2,116	)		—			(5,417	)		—
From net investment income (Class I)		(53	)		—			(1,141	)		—			(6,847	)		—
Total distributions to shareholders		(1,899	)		—			(7,105	)		—			(21,799	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		38,179,735			70,400			15,878,343			199,250			30,587,054			319,748
Net increase in net assets		42,486,445			70,899			17,806,571			199,684			34,421,631			279,876
NET ASSETS:
Beginning of period		70,899			—			199,684			—			279,876			—
End of period2	$	42,557,344		$	70,899		$	18,006,255		$	199,684		$	34,701,507		$	279,876
1 Commencement of operations.
2 Including undistributed net investment income of:
		88,727			—			10,042			—			30,979			—

16 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 Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08		For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	21,881		$	1	$	3,415		$	(3	)	$	100		$	(1	)
Net realized gain (loss) on underlying series		76,189			—		41,791			(4	)		14,093			(3	)
Net change in unrealized appreciation (depreciation) on underlying series		2,964,896			58		1,462,728			(7,139	)		34,743			(4,233	)
Net increase (decrease) from operations		3,062,966			59		1,507,934			(7,146	)		48,936			(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	)		—		(2	)		—			(2	)		—
From net investment income (Class I)		(5,897	)		—		(1,266	)		—			(760	)		—
Total distributions to shareholders		(6,732	)		—		(2,067	)		—			(766	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		23,206,581			12,806		12,718,183			35,912			1,759,123			22,327
Net increase in net assets		26,262,815			12,865		14,224,050			28,766			1,807,293			18,090
NET ASSETS:
Beginning of period		12,865			—		28,766			—			18,090			—
End of period2	$	26,275,680		$	12,865	$	14,252,816		$	28,766		$	1,825,383		$	18,090
1 Commencement of operations.
2 Including undistributed net investment income (loss) of:
		15,150			1		1,348			—			—			—

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

Financial Highlights

Target Income Series Class K

	For the Year Ended 10/31/09	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 income (loss)2	0.03	(0.01)
Net realized and unrealized gain (loss) on underlying series	1.04	(0.69)
Total from investment operations	1.07	(0.70)
Less distributions to shareholders:
From net investment income	(0.24)	—
Net asset value - End of period	$10.13	$9.30
Net assets - End of period (000’s omitted)	$42,116	$70,6203
Total return4	11.80%	(7.00%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.30%	0.30%6
Net investment income (loss)	0.31%	(0.27%)6
Series portfolio turnover7	13%	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 amounts5:
	0.41%	1,571%6,8
Target Income Series Class R
	For the Year Ended 10/31/09	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 income (loss)2	(0.05)	0.02
Net realized and unrealized gain (loss) on underlying series	1.09	(0.73)
Total from investment operations	1.04	(0.71)
Less distributions to shareholders:
From net investment income	(0.25)	—
Net asset value - End of period	$10.08	$9.29
Net assets - End of period (000’s omitted)	$54	$933
Total return4	11.44%	(7.10%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.55%	0.55%6
Net investment income (loss)	(0.51%)	0.34%6
Series portfolio turnover7	13%	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 amounts5 :
	169.34%	43,127%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target Income Series Class C

	For the Year Ended 10/31/09	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 loss2	(0.03)	(0.01)
Net realized and unrealized gain (loss) on underlying series	1.02	(0.73)
Total from investment operations	0.99	(0.74)
Less distributions to shareholders:
From net investment income	(0.25)	—
Net asset value - End of period	$10.00	$9.26
Net assets - End of period (000’s omitted)	$330	$933
Total return4	10.91%	(7.40%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment loss	(0.30%)	(0.15%)6
Series portfolio turnover7	13%	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 amounts5 :
	10.70%	43,147%6,8
Target Income Series Class I
	For the Year Ended 10/31/09	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 income2	0.06	0.05
Net realized and unrealized gain (loss) on underlying series	1.04	(0.73)
Total from investment operations	1.10	(0.68)
Less distributions to shareholders:
From net investment income	(0.25)	—
Net asset value - End of period	$10.17	$9.32
Net assets - End of period (000’s omitted)	$58	$933
Total return4	12.06%	(6.80%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income	0.66%	0.85%6
Series portfolio turnover7	13%	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 amounts5 :
	54.69%	43,107%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2010 Series Class K

	For the Year Ended 10/31/09	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 income (loss)2	0.02	(0.01)
Net realized and unrealized gain (loss) on underlying series	1.15	(1.38)
Total from investment operations	1.17	(1.39)
Less distributions to shareholders:
From net investment income	(0.20)	—
Net asset value - End of period	$9.58	$8.61
Net assets - End of period (000’s omitted)	$15,782	$101,2133
Total return4	13.97%	(13.90%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.30%	0.30%6
Net investment income (loss)	0.19%	(0.28%)6
Series portfolio turnover7	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 amounts5 :
	1.31%	1,071%6,8
Target 2010 Series Class R
	For the Year Ended 10/31/09	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 income (loss)2	(0.05)	0.02
Net realized and unrealized gain (loss) on underlying series	1.18	(1.41)
Total from investment operations	1.13	(1.39)
Less distributions to shareholders:
From net investment income	(0.20)	—
Net asset value - End of period	$9.54	$8.61
Net assets - End of period (000’s omitted)	$284	$863
Total return4	13.54%	(13.90%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.55%	0.55%6
Net investment income (loss)	(0.55%)	0.36%6
Series portfolio turnover7	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 amounts5 :
	25.36%	42,882%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2010 Series Class C

	For the Year Ended 10/31/09	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 loss2	(0.01)	(0.05)
Net realized and unrealized gain (loss) on underlying series	1.10	(1.37)
Total from investment operations	1.09	(1.42)
Less distributions to shareholders:
From net investment income	(0.18)	—
Net asset value - End of period	$9.49	$8.58
Net assets - End of period (000’s omitted)	$1,471	$98,2263
Total return4	13.13%	(14.20%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment loss	(0.12%)	(1.03%)6
Series portfolio turnover7	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 amounts5 :
	5.01%	919%6,8
Target 2010 Series Class I
	For the Year Ended 10/31/09	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 income2	0.07	0.05
Net realized and unrealized gain (loss) on underlying series	1.12	(1.42)
Total from investment operations	1.19	(1.37)
Less distributions to shareholders:
From net investment income	(0.20)	—
Net asset value - End of period	$9.62	$8.63
Net assets - End of period (000’s omitted)	$469	$1593
Total return4	14.23%	(13.70%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income	0.83%	0.86%6
Series portfolio turnover7	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 amounts5 :
	8.26%	42,439%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2020 Series Class K

	For the Year Ended 10/31/09	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 income2	0.02	0.04
Net realized and unrealized gain (loss) on underlying series	1.21	(1.90)
Total from investment operations	1.23	(1.86)
Less distributions to shareholders:
From net investment income	(0.21)	—
Net asset value - End of period	$9.16	$8.14
Net assets - End of period (000’s omitted)	$30,089	$1573
Total return4	15.72%	(18.60%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.30%	0.30%6
Net investment income	0.28%	0.74%6
Series portfolio turnover7	9%	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 amounts5 :
	0.72%	34,421%6,8
Target 2020 Series Class R
	For the Year Ended 10/31/09	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 income (loss)2	(0.05)	0.04
Net realized and unrealized gain (loss) on underlying series	1.23	(1.91)
Total from investment operations	1.18	(1.87)
Less distributions to shareholders:
From net investment income	(0.21)	—
Net asset value - End of period	$9.10	$8.13
Net assets - End of period (000’s omitted)	$562	$813
Total return4	15.13%	(18.70%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.55%	0.55%6
Net investment income (loss)	(0.54%)	0.62%6
Series portfolio turnover7	9%	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 amounts5 :
	14.54%	38,136%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2020 Series Class C

	For the Year Ended 10/31/09	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)2	0.02	(0.05)
Net realized and unrealized gain (loss) on underlying series	1.13	(1.85)
Total from investment operations	1.15	(1.90)
Less distributions to shareholders:
From net investment income	(0.19)	—
Net asset value - End of period	$9.06	$8.10
Net assets - End of period (000’s omitted)	$2,123	$228,1713
Total return4	14.74%	(19.00%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment income (loss)	0.25%	(1.05%)6
Series portfolio turnover7	9%	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 amounts5 :
	3.08%	158%6,8
Target 2020 Series Class I
	For the Year Ended 10/31/09	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)2	0.10	—9
Net realized and unrealized gain (loss) on underlying series	1.15	(1.85)
Total from investment operations	1.25	(1.85)
Less distributions to shareholders:
From net investment income	(0.21)	—
Net asset value - End of period	$9.19	$8.15
Net assets - End of period (000’s omitted)	$1,927	$51,4673
Total return4	15.98%	(18.50%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income (loss)	1.22%	(0.02%)6
Series portfolio turnover7	9%	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 amounts5 :
	2.90%	871%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

⁹ Less than $0.01.

The accompanying notes are an integral part of the financial statements. 23

Financial Highlights

Target 2030 Series Class K

	For the Year Ended 10/31/09	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 income2	0.01	0.03
Net realized and unrealized gain (loss) on underlying series	1.20	(2.22)
Total from investment operations	1.21	(2.19)
Less distributions to shareholders:
From net investment income	(0.17)	—
Net asset value - End of period	$8.85	$7.81
Net assets - End of period (000’s omitted)	$23,597	$1183
Total return4	16.05%	(21.90%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.30%	0.30%6
Net investment income	0.14%	0.54%6
Series portfolio turnover7	9%	—%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 amounts5 :
	0.97%	37,175%6,9
Target 2030 Series Class R
	For the Year Ended 10/31/09	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)2	(0.05)	0.02
Net realized and unrealized gain (loss) on underlying series	1.26	(2.23)
Total from investment operations	1.21	(2.21)
Less distributions to shareholders:
From net investment income	(0.17)	—
Net asset value - End of period	$8.83	$7.79
Net assets - End of period (000’s omitted)	$328	$783
Total return4	16.09%	(22.10%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.55%	0.55%6
Net investment income (loss)	(0.53%)	0.31%6
Series portfolio turnover7	9%	—%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 amounts5 :
	28.67%	38,768%6,9

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series were 0.85%.

⁶ Annualized.

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

⁸ Less than 1%.

⁹ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2030 Series Class C

	For the Year Ended 10/31/09	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 (loss)2	(0.02)	(0.01)
Net realized and unrealized gain (loss) on underlying series	1.19	(2.22)
Total from investment operations	1.17	(2.23)
Less distributions to shareholders:
From net investment income	(0.16)	—
Net asset value - End of period	$8.78	$7.77
Net assets - End of period (000’s omitted)	$1,034	$783
Total return4	15.57%	(22.30%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment loss	(0.22%)	(0.17%)6
Series portfolio turnover7	9%	—%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 amounts5 :
	5.84%	38,789%6,9
Target 2030 Series Class I
	For the Year Ended 10/31/09	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 income2	0.11	0.01
Net realized and unrealized gain (loss) on underlying series	1.14	(2.19)
Total from investment operations	1.25	(2.18)
Less distributions to shareholders:
From net investment income	(0.17)	—
Net asset value - End of period	$8.90	$7.82
Net assets - End of period (000’s omitted)	$1,316	$12,5913
Total return4	16.56%	(21.80%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income	1.37%	0.16%6
Series portfolio turnover7	9%	—%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 amounts5 :
	6.18%	14,979%6,9

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series were 0.85%.

⁶ Annualized.

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

⁸ Less than 1%.

⁹ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

The accompanying notes are an integral part of the financial statements. 25

Financial Highlights

Target 2040 Series Class K

	For the Year Ended 10/31/09	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 income2	—3	0.02
Net realized and unrealized gain (loss) on underlying series	1.36	(2.44)
Total from investment operations	1.36	(2.42)
Less distributions to shareholders:
From net investment income	(0.15)	—
Net asset value - End of period	$8.79	$7.58
Net assets - End of period (000’s omitted)	$12,880	$764
Total return5	18.60%	(24.20%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*6	0.30%	0.30%7
Net investment income	0.05%	0.40%7
Series portfolio turnover8	7%	—%9
*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 amounts6 :
	2.10%	28,865%7,10

Target 2040 Series Class R

	For the Year Ended 10/31/09	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)2	(0.02)	0.01
Net realized and unrealized gain (loss) on underlying series	1.35	(2.43)
Total from investment operations	1.33	(2.42)
Less distributions to shareholders:
From net investment income	(0.15)	—
Net asset value - End of period	$8.76	$7.58
Net assets - End of period (000’s omitted)	$504	$764
Total return5	18.21%	(24.20%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*6	0.55%	0.55%7
Net investment income (loss)	(0.21%)	0.14%7
Series portfolio turnover8	7%	—%9
*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 amounts6 :
	16.27%	28,865%7,10

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Less than $0.01.

⁴ Represents the whole number without rounding to the 000’s.

⁵ Represents 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.

⁶ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁷ Annualized.

⁸ Reflects activity of the Series and does not include the activity of the underlying series.

⁹ Less than 1%.

¹⁰ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

The accompanying notes are an integral part of the financial statements. 27

Financial Highlights

Target 2040 Series Class C

	For the Year Ended 10/31/09	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 loss2	(0.06)	(0.02)
Net realized and unrealized gain (loss) on underlying series	1.36	(2.43)
Total from investment operations	1.30	(2.45)
Less distributions to shareholders:
From net investment income	(0.15)	—
Net asset value - End of period	$8.70	$7.55
Net assets - End of period (000’s omitted)	$440	$753
Total return4	17.88%	(24.50%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment loss	(0.65%)	(0.36%)6
Series portfolio turnover7	7%	—%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 amounts5 :
	15.19%	28,898%6,9
Target 2040 Series Class I
	For the Year Ended 10/31/09	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 income2	0.07	—10
Net realized and unrealized gain (loss) on underlying series	1.32	(2.40)
Total from investment operations	1.39	(2.40)
Less distributions to shareholders:
From net investment income	(0.16)	—
Net asset value - End of period	$8.83	$7.60
Net assets - End of period (000’s omitted)	$428	$28,5393
Total return4	18.86%	(24.00%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income (loss)	0.93%	(0.04%)6
Series portfolio turnover7	7%	—%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 amounts5 :
	18.65%	767%6,9

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ Less than 1%.

⁹ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹⁰ Less than $0.01.

The accompanying notes are an integral part of the financial statements. 27

Financial Highlights

Target 2050 Series Class K

	For the Year Ended 10/31/09	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)2	(0.02)	0.02
Net realized and unrealized gain (loss) on underlying series	1.52	(2.44)
Total from investment operations	1.50	(2.42)
Less distributions to shareholders:
From net investment income	(0.23)	—
Net asset value - End of period	$8.85	$7.58
Net assets - End of period (000’s omitted)	$1,047	$763
Total return4	20.71%	(24.20%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.30%	0.30%6
Net investment income (loss)	(0.24%)	0.40%6
Series portfolio turnover7	46%	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 amounts5 :
	25.10%	35,232%6,8
Target 2050 Series Class R
	For the Year Ended 10/31/09	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)2	(0.05)	0.01
Net realized and unrealized gain (loss) on underlying series	1.52	(2.43)
Total from investment operations	1.47	(2.42)
Less distributions to shareholders:
From net investment income	(0.23)	—
Net asset value - End of period	$8.82	$7.58
Net assets - End of period (000’s omitted)	$601	$763
Total return4	20.31%	(24.20%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.55%	0.55%6
Net investment income (loss)	(0.50%)	0.14%6
Series portfolio turnover7	46%	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 amounts5 :
	242.05%	35,243%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2050 Series Class C

	For the Year Ended 10/31/09	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 loss2	(0.06)	(0.02)
Net realized and unrealized gain (loss) on underlying series	1.49	(2.43)
Total from investment operations	1.43	(2.45)
Less distributions to shareholders:
From net investment income	(0.23)	—
Net asset value - End of period	$8.75	$7.55
Net assets - End of period (000’s omitted)	$99	$753
Total return4	19.84%	(24.50%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	1.05%	1.05%6
Net investment loss	(0.71%)	(0.36%)6
Series portfolio turnover7	46%	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 amounts5 :
	73.45%	35,267%6,8
Target 2050 Series Class I
	For the Year Ended 10/31/09	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 income2	0.16	—9
Net realized and unrealized gain (loss) on underlying series	1.37	(2.40)
Total from investment operations	1.53	(2.40)
Less distributions to shareholders:
From net investment income	(0.23)	—
Net asset value - End of period	$8.90	$7.60
Net assets - End of period (000’s omitted)	$79	$17,8633
Total return4	21.07%	(24.00%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*5	0.05%	0.05%6
Net investment income (loss)	2.07%	(0.03%)6
Series portfolio turnover7	46%	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 amounts5 :
	141.53%	1,903%6,8

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents the whole number without rounding to the 000’s.

⁴ Represents 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.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶ Annualized.

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

⁸ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

⁹ Less than $0.01.

The accompanying notes are an integral part of the financial statements. 29

Notes to Financial Statements

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.

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 series, of which 10 million have been designated in each of the Series for Class C and I common stock and 40 million have been designated in each of the Series for Class K and R common stock.

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”).

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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,

30

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

	Target Income Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	42,581,647	$	42,581,647	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	42,581,647	$	42,581,647	$	—	$	—
	Target 2010 Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	18,015,627	$	18,015,627	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	18,015,627	$	18,015,627	$	—	$	—
	Target 2020 Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	34,718,093	$	34,718,093	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	34,718,093	$	34,718,093	$	—	$	—
	Target 2030 Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	26,287,290	$	26,287,290	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	26,287,290	$	26,287,290	$	—	$	—

31

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Target 2040 Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	14,258,754	$	14,258,754	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	14,258,754	$	14,258,754	$	—	$	—
	Target 2050 Series
Description	10/31/09		Level 1		Level 2		Level 3
Mutual funds	$	1,825,785	$	1,825,785	$	—	$	—
Other financial instruments*		—		—		—		—
Total	$	1,825,785	$	1,825,785	$	—	$	—

*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 October 31, 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 October 31, 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.

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. Expenses included in the accompanying statements of operations do not include any expense of the underlying series.

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.

32

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to betaken in future tax returns.

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, 2008 through October 31, 2009. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

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

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 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.

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

33

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

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.

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 year ended October 31, 2009, the Advisor reimbursed expenses of $158,671 for Target Income Series, $167,217 for Target 2010 Series, $166,991 for Target 2020 Series, $170,051 for Target 2030 Series, $169,797 for Target 2040 Series and $170,125 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. Prior to October 12, 2009 (for sub-accounting) and November 9, 2009 (for sub-transfer agent) the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $1,156 for Target Income

Series, $1,158 for Target 2010 Series, $1,162 for Target 2020 Series, $1,159 for Target 2030 Series, $1,157 for Target 2040 Series and $1,156 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended

34

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

master services agreement, the fee rates for these Series are as follows: An annual fee of 0.025% of the average daily net assets with an annual base fee of $40,500 per Series.

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2009, purchases and sales of underlying series were as follows:

Series	Purchases		Sales
Target Income Series	$	41,799,166	$	3,506,407
Target 2010 Series	$	16,720,212	$	822,494
Target 2020 Series	$	32,067,580	$	1,433,174
Target 2030 Series	$	24,227,242	$	993,904
Target 2040 Series	$	13,107,386	$	381,922
Target 2050 Series	$	1,934,495	$	175,638

5. CAPITAL STOCK TRANSACTIONS

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

	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K			Class R					Class R
Target Income Series:
Sold	4,514,355		$	41,239,891		7,594	$	70,100	5,379		$	54,154		10	$	100
Reinvested	201			1,841		—		—	—	*		2		—		—
Repurchased	(366,425	)		(3,488,850	)	—		—	(71	)		(718	)	—		—
Total	4,148,131		$	37,752,882		7,594	$	70,100	5,308		$	53,438		10	$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C			Class I					Class I
Target Income Series:
Sold	38,623		$	368,418		10	$	100	10,821		$	103,574		10	$	100
Reinvested	—	*		2		—		—	6			53		—		—
Repurchased	(5,663	)		(49,236	)	—		—	(5,136	)		(49,396	)	—		—
Total	32,960		$	319,184		10	$	100	5,691		$	54,231		10	$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K			Class R					Class R
Target 2010 Series:
Sold	1,742,272		$	14,833,594		11,755	$	98,879	29,844		$	281,376		10	$	100
Reinvested	472			3,846		—		—	—	*		2		—		—
Repurchased	(107,542	)		(949,897	)	—		—	(111	)		(941	)	—		—
Total	1,635,202		$	13,887,543		11,755	$	98,879	29,733		$	280,437		10	$	100

35

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08					For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C					Class I					Class I
Target 2010 Series:
Sold	143,296		$	1,279,993		11,452		$	100,100		51,725		$	455,086		18		$	171
Reinvested	261			2,116		—			—		140			1,141		—			—
Repurchased	—			—		—			—		(3,155	)		(27,973	)	—			—
Total	143,557		$	1,282,109		11,452		$	100,100		48,710		$	428,254		18		$	171
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08					For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K					Class R					Class R
Target 2020 Series:
Sold	3,443,211		$	28,020,075		20		$	189		61,784		$	554,710		10		$	100
Reinvested	1,274			9,533		—			—		—	*		2		—			—
Repurchased	(158,310	)		(1,363,931	)	—			—	��	(51	)		(379	)	—			—
Total	3,286,175		$	26,665,677		20		$	189		61,733		$	554,333		10		$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08					For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C					Class I					Class I
Target 2020 Series:
Sold	205,520		$	1,694,895		30,244		$	285,432		260,233		$	2,131,142		6,314		$	50,343
Reinvested	727			5,417		—			—		913			6,847		—			—
Repurchased	(130	)		(1,200	)	(2,075	)		(16,316	)	(57,717	)		(470,057	)	—			—
Total	206,117		$	1,699,112		28,169		$	269,116		203,429		$	1,667,932		6,314		$	50,343
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08					For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K					Class R					Class R
Target 2030 Series:
Sold	2,794,177		$	21,809,364		15		$	148		37,951		$	332,769		10		$	100
Reinvested	1			5		—			—		—	*		2		—			—
Repurchased	(127,671	)		(1,047,780	)	—			—		(807	)		(5,692	)	—			—
Total	2,666,507		$	20,761,589		15		$	148		37,144		$	327,079		10		$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08					For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C					Class I					Class I
Target 2030 Series:
Sold	118,501		$	958,524		10		$	100		199,628		$	1,570,440		1,609		$	12,459
Reinvested	119			828		—			—		838			5,897		—			—
Repurchased	(797	)		(7,212	)	—			—		(54,262	)		(410,564	)	—	*		(1	)
Total	117,823		$	952,140		10		$	100		146,204		$	1,165,773		1,609		$	12,458

36

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K			Class R					Class R
Target 2040 Series:
Sold	1,526,640		$	11,952,261		10	$	100	57,580		$	486,565		10		$	100
Reinvested	118			797		—		—	1			2		—			—
Repurchased	(61,166	)		(497,219	)	—		—	(83	)		(698	)	—			—
Total	1,465,592		$	11,455,839		10	$	100	57,498		$	485,869		10		$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C			Class I					Class I
Target 2040 Series:
Sold	50,606		$	434,520		10	$	100	49,478		$	378,200		3,761		$	35,664
Reinvested	1			2		—		—	186			1,266		—			—
Repurchased	—			—		—		—	(4,920	)		(37,513	)	(6	)		(52	)
Total	50,607		$	434,522		10	$	100	44,744		$	341,953		3,755		$	35,612
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class K					Class K			Class R					Class R
Target 2050 Series:
Sold	138,367		$	1,163,926		10	$	100	68,090		$	614,158		10		$	100
Reinvested	—	*		2		—		—	—	*		2		—			—
Repurchased	(20,070	)		(155,126	)	—		—	(1	)		(4	)	—			—
Total	118,297		$	1,008,802		10	$	100	68,089		$	614,156		10		$	100
	For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08			For the Year Ended 10/31/09					For the Period 3/28/081 to 10/31/08
	Class C					Class C			Class I					Class I
Target 2050 Series:
Sold	11,569		$	90,462		10	$	100	7,680		$	58,108		2,354		$	22,054
Reinvested	—	*		2		—		—	113			760		—			—
Repurchased	(308	)		(2,800	)	—		—	(1,324	)		(10,367	)	(3	)		(27	)
Total	11,261		$	87,664		10	$	100	6,469		$	48,501		2,351		$	22,027

*Less than 1 share.

¹ Commencement of operations.

37

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS (continued)

At October 31, 2009, one omnibus account owned the following in Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series:

Series	Shares Owned	Percentage of Series Shares Outstanding	Value
Target Income Series	4,143,190	98.7%	$	41,970,516
Target 2010 Series	1,608,221	85.5%		15,406,760
Target 2020 Series	3,207,832	84.6%		29,383,745
Target 2030 Series	2,611,046	87.9%		23,107,761
Target 2040 Series	1,397,073	86.1%		12,280,273
Target 2050 Series	104,110	50.4%		921,372

6. FINANCIAL INSTRUMENTS

The underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The underlying Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the underlying Series during the year ended October 31, 2009.

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. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales. 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.

The tax character of distributions for the year ended October 31, 2009 were as follows:

	Target Income Series		Target 2010 Series		Target 2020 Series		Target 2030 Series		Target 2040 Series		Target 2050 Series
Ordinary income	$	1,899	$	7,105	$	21,799	$	6,732	$	2,067	$	766

38

Notes to Financial Statements

7. FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2009, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:

	Target Income Series		Target 2010 Series		Target 2020 Series		Target 2030 Series		Target 2040 Series		Target 2050 Series
Cost for federal income tax purposes	$	38,511,514	$	16,139,232	$	31,035,185	$	23,335,946	$	12,806,253	$	1,795,275
Unrealized appreciation	$	4,070,133	$	1,876,395	$	3,682,908	$	2,951,344	$	1,452,501	$	30,510
Unrealized depreciation		—		—		—		—		—		—
Net unrealized appreciation	$	4,070,133	$	1,876,395	$	3,682,908	$	2,951,344	$	1,452,501	$	30,510
Undistributed ordinary income		237,080		52,304		112,036		104,949		57,575		17,133
Capital loss carryover		—		—		—		—		11,352		3,709

The capital loss carryover, disclosed above, is subject to limitations under Section 382-384 of The Internal Revenue Code, and is available to the extent allowed by tax law to offset future net capital gain, if any, and will expire on October 31, 2017.

8. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

39

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of –Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series:

In our opinion, the accompanying statements of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2009, and the results of each of their operations, the changes in each of their net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and transfer agent, provides a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

40

Supplemental Tax Information (unaudited)

For federal income tax purposes, each of the Series designates for the current fiscal year the amount disclosed below or, if different, the maximum amount allowable under the tax law as qualified dividend income (“QDI”).

Series	QDI
Target Income Series	$	386
Target 2010 Series		3,869
Target 2020 Series		17,907
Target 2030 Series		6,119
Target 2040 Series		2,030
Target 2050 Series		802

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:

Series	DRD%
Target Income Series	37.9	%
Target 2010 Series	28.9	%
Target 2020 Series	39.4	%
Target 2030 Series	19.6	%
Target 2040 Series	7.1	%
Target 2050 Series	0.7	%

41

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http:// www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003;
	President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group
	Member**; Chief Compliance Officer since 2004 - Manning &
	Napier Advisors, Inc. President; Director - Manning & Napier
	Investor Services, Inc. Holds or has held one or more of the
	following titles for various subsidiaries and affiliates: President, Vice
	President, Director, Chairman, Treasurer, Chief Compliance Officer
	or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley
	Group (property management and investment). Chairman
	(non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will
	& Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

42

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member,
	PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp.
	ViroPharma, Inc.
	HLTH Corp.
	Cheyne Capital International
	MPM Bio-equities
	GMP Companies
	HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments)
	since 2006; Founder and Managing Partner (2004-2005) - Village
	Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services,
	LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp.
	Pioneering Technologies

43

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member**
	since 2003, Manning & Napier Advisors, Inc. Holds one or more of
	the following titles for various subsidiaries and affiliates: President,
	Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since
	2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since
	1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money
	Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since
	2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and
	affiliates since 1990 (title change in 2005 from Compliance Manager
	to Director of Compliance); Corporate Secretary, Manning & Napier
	Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

44

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45

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 30th 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 1st and 3rd 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://www.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

MNTGT-10/09-AR

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the Russell 3000^® Index gained 10.83%. Consistent with a market rally off bear market lows, growth stocks generally outperformed value stocks, with the Russell 1000^® Growth Index earning 17.51% over the twelve months ended October 31, 2009, and the Russell 1000^® Value Index earning only 4.78%.

The Dividend Focus Series was opened for investment on November 7, 2008. Since its inception, the Series has earned a return of 15.81%, relative to a 9.01% return for the Russell 1000^® Value Index and a 14.11% return for the S&P 500 Index.

The Series employs a diversified and disciplined approach, seeking out equity holdings of companies with high dividends, high free cash flow and low risk of bankruptcy. As such, there is a clear quality bias to the resulting portfolio. For example, the Series has a less than 1% allocation to the Financial sector, which suffered intense turmoil during the recent credit crisis. This near avoidance of financial stocks aided performance in late 2008 and early 2009, but was a drag on performance as the equity markets turned off March lows.

Despite having a high quality focus and generally low exposure to the top performing sector during the market rebound (i.e., Financials), the Series outperformed its benchmark since its inception through October 31, 2009. The Series’ higher allocation to Information Technology relative to the benchmark contributed to this outperformance.

Currently, the Series’ greatest exposure is to the Energy and Health Care sectors, where several well-established companies have strong balance sheets and a long dividend-paying history. The current dividend yield for the equity securities in the Series’ portfolio is just over 4%, relative to a roughly 2% dividend yield for the Russell 1000^® Value Index.

From a macro perspective, the current environment remains challenging. On the one hand, more encouraging pockets of optimism have been found in the housing and manufacturing sectors, and while the unemployment rate continues to move higher, there are subtle signs of improvement in the U.S. labor markets. On the other hand, macro-economic challenges remain in the face of a growing government deficit, continued easy monetary policy, a debt-burdened U.S. consumer and widespread inflation concerns. Generally speaking, we recognize that solving yesterday’s problems may create new and different macro-economic challenges, so a focus on quality will be important in the current environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

1

Performance Update as of October 31, 2009 (unaudited)

	Total Returns Since Inception1 As of October 31, 2009
Manning & Napier Fund, Inc. - Dividend Focus Series2	15.81%
Russell 1000®Value Index3	9.01%
Standard & Poor’s (S&P) 500 Total Return Index3	14.11%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series from its inception¹ (November 7, 2008) to present (October 31, 2009) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

¹Performance numbers for the Series and Index are calculated from November 7, 2008, the Series’ inception date.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2009, this annualized net expense ratio was 0.60%. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 6.81% for the period ended October 31, 2009.

³The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The S&P 500 Total Return Index is an unmanaged capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

2

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 (May 1, 2009 to October 31, 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 5/1/09		Ending Account Value 10/31/09		Expenses Paid During Period* 5/1/09-10/31/09
Actual	$	1,000.00	$	1,225.40	$	3.37
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.18	$	3.06

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.60%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

3

Portfolio Composition as of October 31, 2009 (unaudited)

4

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS - 96.4%
Consumer Discretionary - 7.3%
Auto Components - 0.3%
Johnson Controls, Inc.	221	$	5,286
Distributors - 0.2%
Genuine Parts Co.	118		4,129
Hotels, Restaurants & Leisure - 2.6%
McDonald’s Corp.	906		53,101
Household Durables - 0.6%
The Black & Decker Corp.	30		1,417
Fortune Brands, Inc.	93		3,622
Leggett & Platt, Inc.	109		2,107
Newell Rubbermaid, Inc.	169		2,452
Whirlpool Corp.	25		1,790
			11,388
Leisure Equipment & Products - 0.2%
Mattel, Inc.	254		4,808
Media - 1.2%
The McGraw-Hill Companies, Inc.	228		6,562
Pearson plc - ADR (United Kingdom)	286		3,893
Thomson Reuters Corp.	453		14,337
			24,792
Multiline Retail - 0.2%
J.C. Penney Co., Inc.	85		2,816
Nordstrom, Inc.	76		2,415
			5,231
Specialty Retail - 1.7%
The Home Depot, Inc.	1,262		31,664
Limited Brands, Inc.	212		3,731
			35,395
Textiles, Apparel & Luxury Goods - 0.3%
VF Corp.	78		5,541
Total Consumer Discretionary			149,671
Consumer Staples - 18.0%
Beverages - 9.5%
The Coca - Cola Co.	1,700		90,627
Diageo plc - ADR (United Kingdom)	460		29,909
PepsiCo, Inc.	1,221		73,932
			194,468
Food & Staples Retailing - 0.6%
SYSCO Corp.	437		11,559

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products - 3.6%
Campbell Soup Co.	198	$	6,287
General Mills, Inc.	170		11,206
H.J. Heinz Co.	225		9,054
The Hershey Co.	159		6,009
The J.M. Smucker Co.	52		2,742
Kellogg Co.	234		12,060
Kraft Foods, Inc. - Class A	620		17,062
McCormick & Co., Inc. - NVS	75		2,626
Sara Lee Corp.	538		6,074
			73,120
Household Products - 0.9%
Kimberly-Clark Corp.	316		19,326
Personal Products - 0.3%
Avon Products, Inc.	158		5,064
Tobacco - 3.1%
Altria Group, Inc.	1,335		24,177
Lorillard, Inc.	63		4,896
Philip Morris International, Inc.	744		35,236
			64,309
Total Consumer Staples			367,846
Energy - 20.5%
Energy Equipment & Services - 0.4%
Tenaris S.A. - ADR (Luxembourg)	211		7,516
Oil, Gas & Consumable Fuels - 20.1%
BP plc - ADR (United Kingdom)	1,568		88,780
Chevron Corp.	956		73,172
ConocoPhillips	916		45,965
EnCana Corp. (Canada)	278		15,399
Enerplus Resources Fund (Canada)	63		1,368
Marathon Oil Corp.	258		8,248
Penn West Energy Trust (Canada)	180		2,961
Repsol YPF, S.A. - ADR (Spain)	677		18,008
Royal Dutch Shell plc - Class A - ADR (Netherlands)	1,246		74,025
Sasol Ltd. - ADR (South Africa)	236		8,824
Sunoco, Inc.	45		1,386
Total S.A. - ADR (France)	1,161		69,741
The Williams Companies, Inc.	209		3,940
			411,817
Total Energy			419,333

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials - 0.8%
Capital Markets - 0.3%
Federated Investors, Inc. - Class B	75	$	1,969
Invesco Ltd.	157		3,320
Waddell & Reed Financial, Inc. - Class A	39		1,094
			6,383
Insurance - 0.4%
Marsh & McLennan Companies, Inc.	328		7,695
Real Estate Investment Trusts (REITS) - 0.1%
Plum Creek Timber Co., Inc.	85		2,660
Total Financials			16,738
Health Care - 20.0%
Pharmaceuticals - 20.0%
Abbott Laboratories	922		46,625
AstraZeneca plc - ADR (United Kingdom)	1,079		48,458
Biovail Corp. (Canada)	67		902
Bristol-Myers Squibb Co.	1,417		30,891
Eli Lilly & Co.	702		23,875
GlaxoSmithKline plc - ADR (United Kingdom)	1,755		72,236
Johnson & Johnson	1,205		71,155
Merck & Co., Inc.	1,542		47,694
Pfizer, Inc.	3,943		67,149
Total Health Care			408,985
Industrials - 10.8%
Aerospace & Defense - 0.9%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	68		1,377
Honeywell International, Inc.	303		10,875
Northrop Grumman Corp.	138		6,918
			19,170
Air Freight & Logistics - 2.0%
United Parcel Service, Inc. - Class B	778		41,763
Building Products - 0.2%
Masco Corp.	257		3,020
Commercial Services & Supplies - 1.0%
Avery Dennison Corp.	69		2,460
Pitney Bowes, Inc.	148		3,626
RR Donnelley & Sons Co.	150		3,012
Waste Management, Inc.	380		11,354
			20,452

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Electrical Equipment - 1.5%
Cooper Industries plc - Class A	112	$	4,333
Emerson Electric Co.	582		21,971
Hubbell, Inc. - Class B	29		1,233
Rockwell Automation, Inc.	57		2,334
			29,871
Industrial Conglomerates - 2.6%
3M Co.	531		39,066
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)	299		7,502
Tyco International Ltd. (Switzerland)	164		5,502
			52,070
Machinery - 2.3%
Caterpillar, Inc.	238		13,104
Dover Corp.	67		2,525
Eaton Corp.	100		6,045
Harsco Corp.	32		1,008
Illinois Tool Works, Inc.	347		15,934
Ingersoll-Rand plc (Ireland)	115		3,633
Pentair, Inc.	50		1,455
Snap-On, Inc.	28		1,023
The Stanley Works	49		2,216
			46,943
Road & Rail - 0.3%
Norfolk Southern Corp.	134		6,247
Total Industrials			219,536
Information Technology - 7.4%
Electronic Equipment, Instruments & Components - 0.3%
AU Optronics Corp. - ADR (Taiwan)	338		2,985
Tyco Electronics Ltd. (Switzerland)	168		3,570
			6,555
IT Services - 1.2%
Automatic Data Processing, Inc.	382		15,203
Paychex, Inc.	285		8,097
			23,300
Semiconductors & Semiconductor Equipment - 5.9%
Analog Devices, Inc.	194		4,972
Intel Corp.	3,614		69,064
Linear Technology Corp.	139		3,597
Maxim Integrated Products, Inc.	111		1,850

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Microchip Technology, Inc.	140	$	3,354
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	3,999		38,151
			120,988
Total Information Technology			150,843
Materials - 8.8%
Chemicals - 2.5%
The Dow Chemical Co.	690		16,201
E.I. Du Pont de Nemours & Co.	630		20,047
Eastman Chemical Co.	53		2,783
International Flavors & Fragrances, Inc.	46		1,752
The Lubrizol Corp.	44		2,929
PPG Industries, Inc.	118		6,659
RPM International, Inc.	44		775
			51,146
Construction Materials - 0.2%
CRH plc - ADR (Ireland)	183		4,526
Containers & Packaging - 0.2%
Bemis Co., Inc.	69		1,782
Greif, Inc. - Class A	16		856
Sonoco Products Co.	72		1,926
			4,564
Metals & Mining - 5.9%
ArcelorMittal - NY Shares (Luxembourg)	432		14,697
BHP Billiton Ltd. - ADR (Australia)	888		58,235
Companhia Siderurgica Nacional S.A. (CSN) - ADR (Brazil)	267		8,854
Gerdau S.A. - ADR (Brazil)	678		10,238
Nucor Corp.	130		5,180
Rio Tinto plc - ADR (United Kingdom)	119		21,185
Steel Dynamics, Inc.	66		884
United States Steel Corp.	31		1,069
			120,342
Total Materials			180,578
Telecommunication Services - 1.7%
Diversified Telecommunication Services - 1.4%
Brasil Telecom S.A. - ADR (Brazil)	126		3,245
CenturyTel, Inc.	40		1,298
Chunghwa Telecom Co. Ltd. - ADR (Taiwan)	403		7,004

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Hellenic Telecommunications Organization S.A. (OTE) - ADR (Greece)	600	$	5,088
Magyar Telekom Telecommunications plc - ADR (Hungary)	139		2,975
Telecom Corp. of New Zealand Ltd. - ADR (New Zealand)	278		2,491
Telefonos de Mexico S.A.B. de C.V. (Telmex) - ADR (Mexico)	381		6,328
			28,429
Wireless Telecommunication Services - 0.3%
Cellcom Israel Ltd. (Israel)	37		1,113
Partner Communications Co. Ltd. - ADR (Israel)	102		1,923
Philippine Long Distance Telephone Co. - ADR (Philippines)	70		3,731
			6,767
Total Telecommunication Services			35,196
Utilities - 1.1%
Electric Utilities - 0.1%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)	127		2,005
DPL, Inc.	47		1,191
			3,196
Gas Utilities - 0.2%
National Fuel Gas Co.	58		2,630
WGL Holdings, Inc.	18		595
			3,225
Multi-Utilities - 0.7%
MDU Resources Group, Inc.	114		2,366
Public Service Enterprise Group, Inc.	390		11,622
			13,988
Water Utilities - 0.1%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)	69		2,658
Total Utilities			23,067
TOTAL COMMON STOCKS (Identified Cost $1,710,556)			1,971,793

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
SHORT-TERM INVESTMENTS - 3.5%
Dreyfus Cash Management, Inc. - Institutional Shares1 , 0.13% (Identified Cost $70,529)	70,529	$	70,529
TOTAL INVESTMENTS - 99.9% (Identified Cost $1,781,085)			2,042,322
OTHER ASSETS, LESS LIABILITIES - 0.1%			2,073
NET ASSETS - 100%		$	2,044,395

ADR - American Depository Receipt

NVS - Non-Voting Shares

*Non-income producing security

¹Rate shown is the current yield as of report date.

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

Statement of Assets and Liabilities

October 31, 2009

ASSETS:
Investments, at value (identified cost $1,781,085) (Note 2)	$	2,042,322
Receivable from investment advisor (Note 3)		37,417
Dividends receivable		1,748
Receivable for fund shares sold		719
Foreign tax reclaims receivable		199
TOTAL ASSETS		2,082,405
LIABILITIES:
Accrued fund accounting and transfer agent fees (Note 3)		611
Accrued Chief Compliance Officer service fees (Note 3)		414
Audit fees payable		31,150
Other payables and accrued expenses		5,835
TOTAL LIABILITIES		38,010
TOTAL NET ASSETS	$	2,044,395
NET ASSETS CONSIST OF:
Capital stock	$	1,797
Additional paid-in-capital		1,779,324
Undistributed net investment income		14,733
Accumulated net realized loss on investments		(12,696	)
Net unrealized appreciation on investments		261,237
TOTAL NET ASSETS	$	2,044,395
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,044,395/179,703 shares)	$	11.38

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

Statement of Operations

For the Period November 7, 2008¹ to October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $1,060)	$	42,886
EXPENSES:
Directors’ fees (Note 3)		9,702
Management fees (Note 3)		4,891
Fund accounting and transfer agent fees (Note 3)		4,767
Chief Compliance Officer service fees (Note 3)		3,802
Audit fees		31,150
Custodian fees		7,738
Registration and filing fees		6,899
Legal fees		4,299
Miscellaneous		1,084
Total Expenses		74,332
Less reduction of expenses (Note 3)		(67,827	)
Net Expenses		6,505
NET INVESTMENT INCOME		36,381
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments		(12,704	)
Net change in unrealized appreciation on investments		261,237
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		248,533
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	284,914

¹Commencement of operations.

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

Statement of Changes in Net Assets

For the Period November 7, 2008¹ to October 31, 2009

INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	36,381
Net realized loss on investments		(12,704	)
Net change in unrealized appreciation on investments		261,237
Net increase from operations		284,914
DISTRIBUTIONS TO SHAREHOLDERS
(Note 8):
From net investment income		(21,640	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		1,781,121
Net increase in net assets		2,044,395
NET ASSETS:
Beginning of period		—
End of period (including undistributed net investment income of $14,733)	$	2,044,395

¹ Commencement of operations.

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

Financial Highlights

For the Period November 7, 2008¹ to October 31, 2009

Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$10.00
Income from investment operations:
Net investment income2	0.34
Net realized and unrealized gain on investments	1.22
Total from investment operations	1.56
Less distributions to shareholders:
From net investment income	(0.18)
Net asset value - End of period	$11.38
Net assets - End of period (000’s omitted)	$2,044
Total return3	15.81%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.60%4
Net investment income	3.33%4
Portfolio turnover	28%

* The investment advisor did not impose all of its management fees, CCO fees 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 6.21%⁴.

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 or reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

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

Notes to Financial Statements

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 series, of which 100 million have been designated as Dividend Focus 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.

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.

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted

16

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	1,971,793	$	1,971,793	$	—	$	—
Mutual funds		70,529		70,529		—		—
Other financial instruments**		—		—		—		—
Total	$	2,042,322	$	2,042,322	$	—	$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

** 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 October 31, 2009, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of November 7, 2008 (commencement of operations) or October 31, 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.

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

17

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

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 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’ 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.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s 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

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

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.

18

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 0.45% 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.

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 $4,891 and assumed expenses amounting to $62,890 for the period November 7, 2008 (commencement of operations) to October 31, 2009, which is included as a reduction of expenses on the Statement of Operations.

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. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $46, which is included as a reduction of expenses on the Statement of Operations.

19

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Additionally, certain transaction, account-based, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

4. PURCHASES AND SALES OF SECURITIES

For the period November 7, 2008 (commencement of operations) to October 31, 2009, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $2,037,981 and $314,722, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in shares of Dividend Focus Series were:

	For the period 11/7/08 (commencement of operations) to 10/31/09
	Shares		Amount
Sold	205,149		$	2,029,521
Reinvested	2,031			21,640
Repurchased	(27,477	)		(270,040	)
Total	179,703		$	1,781,121

At October 31, 2009, two shareholders owned 78,484 shares of the Series (43.7% of shares outstanding) valued at $893,148. In addition, the Advisor owned 50,884 shares (28.3% of shares outstanding) valued at $579,060 and the retirement plan of the Advisor and its affiliates owned 27,736 shares of the Series (15.4% of shares outstanding) valued at $315,636. Investment activities of these shareholders may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the Series during the period ended October 31, 2009.

20

Notes to Financial Statements

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 U.S. 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 U.S. Government.

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. These differences are primarily due to differing book and tax treatments in the timing and recognition of net investment income or gains and losses including losses deferred due to wash sales and investments in Real Estate Investment Trusts (REITs). 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 tax character of distributions paid for the period November 7, 2008 (commencement of operations) to October 31, 2009 were as follows:

Ordinary income $ 21,640

At October 31, 2009, the tax basis of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,794,530
Unrealized appreciation	$	248,278
Unrealized depreciation		(486	)
Net unrealized appreciation	$	247,792
Undistributed ordinary income		15,474
Undistributed long-term capital gains		8

9. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

21

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Dividend Focus Series:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2009, and the results of its operations, the changes in its net assets and the financial highlights for the period November 7, 2008 (commencement of operations) through October 31, 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2009 by correspondence with the custodian, provides a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

22

Supplemental Tax Information (unaudited)

For federal income tax purposes, the Series designates for the current fiscal year $21,640 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 70.6%.

23

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http://www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group Member**; Chief Compliance Officer since 2004 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

24

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp.
	ViroPharma, Inc.
	HLTH Corp.
	Cheyne Capital International
	MPM Bio-equities
	GMP Companies
	HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments) since 2006; Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services, LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp.
	Pioneering Technologies

25

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member** since 2003, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

26

Literature Requests

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

MNDIV-10/09-AR

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the Morgan Stanley Capital International (MSCI) All Country World Index excluding the U.S. (ACWIxUS) was up 34.10%.

The Overseas Series was also up significantly over the twelve months ended October 31, 2009, with a return of 28.10%. While the Series’ return over this last twelve months lagged that of its benchmark, the Series continues to outperform the MSCI ACWIxUS over the current international stock market cycle, which includes both a bull and a bear market. Over this current cycle, the Overseas Series has earned an annualized return of 14.00% relative to the 13.67% return of the MSCI ACWIxUS.

As equity market volatility heightened during the last quarter of 2008 and first quarter of 2009, we found meaningful investment opportunities in both the Information Technology and Health Care sectors. Using our Profile strategy for stock selection, we identified several companies with strong competitive advantages and growth drivers that we believed to be largely unrelated to the overall shape of the economy. Our allocations to both sectors detracted from performance at the end of 2008 and the beginning of 2009. In addition, our generally low allocation to Financials detracted from returns relative to the benchmark as this sector experienced quite strong returns once the markets began to rebound in late March 2009.

Country allocations have also been a driver of results. The Series’ generally low allocation to emerging market countries over the past twelve months detracted from performance relative to the benchmark, as such countries generally performed better than developed markets in the latter part of 2009. In contrast, the Series benefited from a relatively small position in Japan, whose stock market has not recovered as quickly as others, as well as from investments in France and the United Kingdom.

Currently, Information Technology and Industrials remain the Series’ largest sector weightings. Relative to the benchmark, we continue to have a relatively small position in Financials. The Series’ greatest country allocations are in France, Switzerland and Germany.

From a macro perspective, the current environment remains challenging. On the one hand, there have been signs of improved global growth including rising Leading Economic Indicators and improved Industrial Production for most countries around the globe. On the other hand, macro-economic challenges remain in the face of continued reliance on government spending for several countries, signs of excessive capital flows into developing countries like China and Brazil, inflationary risks associated with continued easy monetary policy and a debt-burdened U.S. consumer restraining growth for exporters to the U.S.

We recognize that solving yesterday’s problems may create new and different macro-economic challenges for the global economy. Our approach has always been to remain cognizant of macro-economic conditions, but to allow company-specific factors to drive our investment decisions. In an environment like today, the very uncertainty that makes investors cautious can also create attractively priced investment opportunities for long-term investors. Over the past year, many of these opportunities have been represented by high quality growth companies and well-positioned companies in cyclical industries that are experiencing supply responses to lower demand. We will continue to seek out such opportunities as the next phase of this market and economic cycle unfolds.

As always, we appreciate your business. Sincerely,

Manning & Napier Advisors, Inc.

1

Performance Update as of October 31, 2009 (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Overseas Series2,3	28.10%	8.44%	8.58%	9.91%
Morgan Stanley Capital International (MSCI) All Country World Index ex U.S.4	34.10%	7.10%	3.54%	6.24%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series for the ten years ended October 31, 2009 to the MSCI All Country World Index ex U.S.

¹ Performance numbers for the Series are calculated from September 23, 1998, the Collective’s inception date (see Note 3 below). Prior to 2001, the MSCI All Country World Index ex U.S. only published month-end numbers; therefore, performance numbers for the Index are calculated from September 30, 1998.

² The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.75%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.80% for the year ended October 31, 2009.

³ For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans - International Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

⁴ The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Collective (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). Unlike Series returns, the Index returns do not reflect any fees or expenses.

2

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 (May 1, 2009 to October 31, 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 5/1/09		Ending Account Value 10/31/09		Expenses Paid During Period* 5/1/09-10/31/09
Actual	$	1,000.00	$	1,295.90	$	4.34
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.42	$	3.82

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

3

Portfolio Composition as of October 31, 2009 (unaudited)

4

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS - 92.3%
Consumer Discretionary - 9.5%
Automobiles - 1.6%
Bayerische Motoren Werke AG (BMW) (Germany)	94,870	$	4,648,492
Suzuki Motor Corp. (Japan)	102,400		2,542,509
			7,191,001
Hotels, Restaurants & Leisure - 0.6%
Club Mediterranee S.A. (France)*	143,168		2,912,831
Leisure Equipment & Products - 0.5%
Sankyo Co. Ltd. (Japan)	38,500		2,228,351
Media - 5.8%
Grupo Televisa S.A. - ADR (Mexico)	516,960		10,008,346
Pearson plc (United Kingdom)	359,290		4,909,140
Societe Television Francaise 1 (France)	692,200		10,904,918
			25,822,404
Textiles, Apparel & Luxury Goods - 1.0%
Adidas AG (Germany)	93,850		4,350,598
Total Consumer Discretionary			42,505,185
Consumer Staples - 11.2%
Beverages - 2.0%
Heineken N.V. (Netherlands)	206,830		9,166,437
Food & Staples Retailing - 3.6%
Carrefour S.A. (France)	253,150		10,904,476
Tesco plc (United Kingdom)	755,580		5,051,545
			15,956,021
Food Products - 5.6%
Nestle S.A. (Switzerland)	219,900		10,250,139
Unilever plc - ADR (United Kingdom)	495,560		14,782,555
			25,032,694
Total Consumer Staples			50,155,152
Energy - 8.4%
Energy Equipment & Services - 5.2%
Calfrac Well Services Ltd. (Canada)	394,050		6,241,871
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	401,590		7,981,447
Trican Well Service Ltd. (Canada)	791,200		9,257,051
			23,480,369
Oil, Gas & Consumable Fuels - 3.2%
Cameco Corp. (Canada)	175,320		4,770,457

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Talisman Energy, Inc. (Canada)	545,540	$	9,307,027
			14,077,484
Total Energy			37,557,853
Financials - 3.7%
Diversified Financial Services - 1.0%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	83,610		4,367,466
Insurance - 2.7%
Allianz SE (Germany)	68,360		7,850,973
Willis Group Holdings Ltd. (United Kingdom)	166,090		4,484,430
			12,335,403
Total Financials			16,702,869
Health Care - 16.4%
Health Care Equipment & Supplies - 6.4%
Covidien plc (Ireland)	289,150		12,178,998
Mindray Medical International Ltd. - ADR (China)	235,600		7,239,988
Nobel Biocare Holding AG (Switzerland)	164,710		4,688,110
Straumann Holding AG (Switzerland)	18,590		4,493,927
			28,601,023
Health Care Providers & Services - 5.8%
BML, Inc. (Japan)	89,300		2,415,658
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	3,530,600		2,957,571
Diagnosticos da America S.A. (Brazil)*	136,250		3,360,617
Sonic Healthcare Ltd. (Australia)	1,366,590		17,246,449
			25,980,295
Life Sciences Tools & Services - 3.1%
Lonza Group AG (Switzerland)	181,320		14,130,553
Pharmaceuticals - 1.1%
Novartis AG - ADR (Switzerland)	96,170		4,996,032
Total Health Care			73,707,903
Industrials - 17.6%
Aerospace & Defense - 2.5%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	547,510		11,087,078
Air Freight & Logistics - 3.1%
TNT N.V. (Netherlands)	529,510		14,088,889
Airlines - 2.4%
Ryanair Holdings plc - ADR (Ireland)*	260,010		7,090,473

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

Investment Portfolio - October 31, 2009

	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Singapore Airlines Ltd. (Singapore)	375,000	$	3,638,828
			10,729,301
Electrical Equipment - 5.0%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	586,680		10,871,181
Gamesa Corporacion Tecnologica S.A. (Spain)	278,340		5,112,041
Nexans S.A. (France)	93,400		6,626,560
			22,609,782
Industrial Conglomerates - 3.5%
Siemens AG (Germany)	173,560		15,700,627
Road & Rail - 1.1%
Canadian National Railway Co. (Canada)	98,880		4,769,971
Total Industrials			78,985,648
Information Technology - 22.0%
Communications Equipment - 4.6%
Alcatel-Lucent - ADR (France)*	2,977,440		10,986,754
Nokia Corp. - ADR (Finland)	774,560		9,767,201
			20,753,955
IT Services - 8.3%
Accenture plc - Class A (Ireland)	130,760		4,848,581
Amdocs Ltd. (Guernsey)*	716,010		18,043,452
Companhia Brasileira de Meios de Pagamento (Brazil)	784,280		7,216,836
Redecard S.A. (Brazil)	494,980		7,266,226
			37,375,095
Semiconductors & Semiconductor Equipment - 2.5%
Advantest Corp. (Japan)	180,600		4,133,044
Tokyo Electron Ltd. (Japan)	123,300		7,177,604
			11,310,648
Software - 6.6%
Misys plc (United Kingdom)*	1,936,140		6,581,015
SAP AG - ADR (Germany)	158,960		7,196,119
Shanda Interactive Entertainment Ltd. - ADR (China)*	82,440		3,600,979
Square Enix Holdings Co. Ltd. (Japan)	203,000		5,130,534
UbiSoft Entertainment S.A. (France)*	437,890		6,927,518
			29,436,165
Total Information Technology			98,875,863

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

Investment Portfolio - October 31, 2009

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials - 1.3%
Chemicals - 1.0%
Johnson Matthey plc (United Kingdom)		185,580	$	4,300,727
Paper & Forest Products - 0.3%
Norbord, Inc. (Canada)		111,782		1,538,223
Total Materials				5,838,950
Telecommunication Services - 2.2%
Diversified Telecommunication Services - 0.3%
Hutchison Telecommunications Hong Kong Holdings Ltd. (Hong Kong)		6,307,000		1,098,610
Wireless Telecommunication Services - 1.9%
Hutchison Telecommunications International Ltd. (Hong Kong)		6,307,000		1,277,643
SK Telecom Co. Ltd. - ADR (South Korea)		438,170		7,321,821
				8,599,464
Total Telecommunication Services				9,698,074
TOTAL COMMON STOCKS (Identified Cost $419,303,446)				414,027,497
PREFERRED STOCKS - 1.1%
Consumer Staples - 1.1%
Household Products - 1.1%
Henkel AG & Co. KGaA (Germany) (Identified Cost $3,402,550)		109,610		4,994,078
SHORT-TERM INVESTMENTS - 6.4%
Dreyfus Cash Management, Inc. - Institutional Shares1 , 0.13%		11,720,280		11,720,280
U.S. Treasury Bill2 , 0.08%, 11/19/2009	$	17,000,000		16,999,448
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $28,719,728)				28,719,728
TOTAL INVESTMENTS - 99.8% (Identified Cost $451,425,724)				447,741,303
OTHER ASSETS, LESS LIABILITIES - 0.2%				699,916
NET ASSETS - 100%			$	448,441,219

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

¹Rate shown is the current yield as of report date.

²Rate shown reflects the annualized yield at time of purchase.

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

France - 13.7%; Switzerland - 11.0%; Germany - 10.0%.

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

Statement of Assets & Liabilities

October 31, 2009

ASSETS:
Investments, at value (identified cost $451,425,724) (Note 2)	$	447,741,303
Cash		2,578,547
Foreign currency, at value (cost $705)		727
Receivable for securities sold		7,149,716
Foreign tax reclaims receivable		390,267
Receivable for fund shares sold		306,933
Dividends receivable		300,260
Interest receivable		1,252
TOTAL ASSETS		458,469,005
LIABILITIES:
Accrued management fees (Note 3)		262,869
Accrued fund accounting and transfer agent fees (Note 3)		16,968
Accrued Chief Compliance Officer service fees (Note 3)		412
Payable for securities purchased		9,610,624
Payable for fund shares repurchased		73,739
Audit fees payable		35,384
Other payables and accrued expenses		27,790
TOTAL LIABILITIES		10,027,786
TOTAL NET ASSETS	$	448,441,219
NET ASSETS CONSIST OF:
Capital stock	$	206,799
Additional paid-in-capital		457,009,985
Undistributed net investment income		4,148,866
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(9,268,344	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(3,656,087	)
TOTAL NET ASSETS	$	448,441,219
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($448,441,219/20,679,930 shares)	$	21.68

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

Statement of Operations

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $586,691)	$	7,834,827
Interest		16,239
Total Investment Income		7,851,066
EXPENSES:
Management fees (Note 3)		2,015,203
Fund accounting and transfer agent fees (Note 3)		146,965
Directors’ fees (Note 3)		12,302
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		57,999
Miscellaneous		76,639
Total Expenses		2,312,908
Less reduction of expenses (Note 3)		(147,018	)
Net Expenses		2,165,890
NET INVESTMENT INCOME		5,685,176
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		(9,240,774	)
Foreign currency and translation of other assets and liabilities		37,325
		(9,203,449	)
Net change in unrealized appreciation (depreciation) on-
Investments		95,399,025
Foreign currency and translation of other assets and liabilities		29,477
		95,428,502
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		86,225,053
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	91,910,229

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

Statement of Changes in Net Assets

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	5,685,176		$	3,465,823
Net realized gain (loss) on investments and foreign currency		(9,203,449	)		4,293,017
Net change in unrealized appreciation (depreciation) on investments and foreign currency		95,428,502			(125,388,293	)
Net increase (decrease) from operations		91,910,229			(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)		191,461,774			94,962,306
Net increase (decrease) in net assets		274,070,037			(42,266,271	)
NET ASSETS:
Beginning of year		174,371,182			216,637,453
End of year (including undistributed net investment income of $4,148,866 and $3, 246, 815, respectively)	$	448,441,219		$	174,371,182

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

Financial Highlights

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$17.78	$33.55	$26.69	$21.56	$18.84
Income (loss) from investment operations:
Net investment income	0.361	0.34	0.401	0.421	0.21
Net realized and unrealized gain (loss) on investments	4.35	(13.17)	7.16	6.42	2.85
Total from investment operations	4.71	(12.83)	7.56	6.84	3.06
Less distributions to shareholders:
From net investment income	(0.42)	(0.29)	(0.17)	(0.21)	(0.15)
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)
Net asset value - End of year	$21.68	$17.78	$33.55	$26.69	$21.56
Net assets - End of year (000’s omitted)	$448,441	$174,371	$216,637	$87,418	$1,617
Total return2	28.10%	(41.58%)	28.88%	33.68%	16.34%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.75%	0.80%	0.84%	0.95%	1.05%
Net investment income	1.97%	1.48%	1.34%	1.69%	1.15%
Portfolio turnover	49%	43%	54%	54%	40%
*The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees in some years and in some years 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%	0.03%	N/A	0.09%	4.16%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain years.

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

Notes to Financial Statements

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 series, of which 100 million have been designated as Overseas 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.

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.

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,

13

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	414,027,497	$	414,027,497	$	—	$	—
Preferred securities		4,994,078		4,994,078		—		—
Debt Securities:
U.S. Treasury and other U.S. government agencies		16,999,448		—		16,999,448		—
Mutual funds		11,720,280		11,720,280		—		—
Other financial instruments**		—		—		—		—
Total	$	447,741,303	$	430,741,855	$	16,999,448	$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

** 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 October 31, 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 October 31, 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.

14

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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’ 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.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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, 2006 through October 31, 2009. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s 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

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

15

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Indemnifications (continued)

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 0.70% 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.

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 $144,983 for the year ended October 31, 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. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer

16

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived fees of $2,035, which is included as a reduction of expenses on the Statement of Operations.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Additionally, certain transaction, account-based, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2009, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $298,032,686 and $131,437,547, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Overseas Series were:

	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Sold	12,172,723		$	214,883,533		2,953,611		$	82,422,779
Reinvested	474,684			7,609,183		630,236			18,062,553
Repurchased	(1,775,090	)		(31,030,942	)	(232,654	)		(5,523,026	)
Total	10,872,317		$	191,461,774		3,351,193		$	94,962,306

At October 31, 2009, the retirement plan of the Advisor and its affiliates owned 118,019 shares of the Series (0.6% of shares outstanding) valued at $2,558,652. In addition, two shareholders owned 5,482,881 shares of the Series (26.5% of shares outstanding) valued at $118,868,860. Investment activities of these shareholders may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund

17

Notes to Financial Statements

6. FINANCIAL INSTRUMENTS (continued)

to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the Series during the year ended October 31, 2009.

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 U.S. 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 U.S. Government.

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. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including differences in the cost basis of securities contributed in-kind, losses deferred due to wash sales and foreign currency gains and losses. 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 tax character of distributions paid were as follows:

	For the Year Ended 10/31/09		For the Year Ended 10/31/08
Ordinary income	$	5,226,572	$	15,153,583
Long-term capital gains		4,075,394		4,445,541

At October 31, 2009, the tax components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	455,395,825
Unrealized appreciation	$	28,700,065
Unrealized depreciation		(36,354,587	)
Net unrealized depreciation	$	(7,654,522	)
Undistributed ordinary income		4,148,866
Capital loss carryover		5,298,243

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2017.

9. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

18

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Overseas Series:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2009, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

19

Supplemental Tax Information (unaudited)

For federal income tax purposes, the Series designates for the current fiscal year $4,837,855 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

Pursuant to Section 852 of the Internal Revenue Code, as amended, the Series hereby designates $4,075,394 as capital gains for its taxable year ended October 31, 2009.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 0.6%.

20

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http:// www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group Member**; Chief Compliance Officer since 2004 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

21

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp.
	ViroPharma, Inc.
	HLTH Corp.
	Cheyne Capital International
	MPM Bio-equities
	GMP Companies
	HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments) since 2006; Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services, LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp.
	Pioneering Technologies

22

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member** since 2003, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

23

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24

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25

Literature Requests

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

MNOVS-10/09-AR

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the past twelve months, investor sentiment has moved rather quickly from extreme pessimism to guarded optimism. Volatility continued through the final months of 2008 and into the first quarter of 2009, with broad equity markets down more than 10%. After hitting a low point in late March, both domestic and foreign stock indexes turned upwards rather dramatically, posting 20% to 50% returns through the end of October.

While this turnaround has not been enough to fully offset losses experienced during the current bear market, recent returns indicate that market participants appear more confident in an economic rebound. For the twelve months ended October 31, 2009, the S&P 500 Index had a total return of 9.83%. Foreign stocks, which experienced more significant declines than U.S. stocks in the latter part of 2008 and first quarter of 2009, rebounded much more sharply off March lows. Specifically, the Morgan Stanley Capital International (MSCI) Europe, Asia and Far East (EAFE) Index was up 27.71% during the past year through October helped in part by weakness in the US Dollar. Fixed income markets provided a sense of stability through this volatile equity environment, with the Barclay’s Capital Aggregate Bond Index up 13.79% over the past twelve months.

Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, all four Pro-Blend^® Series continue to provide solid, absolute returns for long-term investors. The Conservative Term Series (i.e., the most fixed income oriented Series with an average of approximately 80% in bonds) performed in line with its blended index benchmark over the current stock market cycle. The more growth-oriented Moderate-Term Series, Extended Term Series and Maximum Term Series each continue to outperform their respective blended index benchmarks over this most recent full cycle.

Over the past twelve months ended October 31, 2009, each of the Series posted double-digit, positive returns. While the Pro-Blend^® Conservative Term, Moderate Term and Extended Term Series each modestly trailed the return of their respective blended index benchmarks, the most equity-oriented Pro-Blend^® Maximum Term Series outperformed its benchmark handily over the last twelve months.

Each of the Pro-Blend^® Series maintained a higher than average allocation to equities during the last twelve months, consistent with our investment approach of buying into weakness in the stock market. While this higher allocation to stocks hurt returns from both an absolute and relative perspective during the last few months of 2008 and the first quarter of 2009, it contributed to strong absolute returns as markets regained strength in the second and third quarters of 2009.

Within the equity portion of each of the Series’ portfolios, we found meaningful opportunities in both the Information Technology and Health Care sectors. During the latter stages of the financial crisis in 2008 and early 2009, the Series’ allocation to the Information Technology sector detracted from returns. In contrast, our allocation to the Health Care sector contributed positively to results, as did our generally low exposure to the Financial Services sector. As markets turned positive in mid-2009, the Series’ allocation to Information Technology contributed positively to results, as did many of our specific company selections in the Health Care sector.

Within the fixed income portion of the Series’ portfolios, we sought to add value through proactive duration management and sector selection. For example, we purchased long-term bonds as interest rates rose (causing prices to fall) during the first half of 2009. These actions paid off as interest rates declined (causing prices to rise) in the third quarter. On the yield front, we continued to increase exposure to the corporate sector to take advantage of the significant yield spread for corporate securities relative to U.S. Treasury issues.

From a macro perspective, the current environment remains challenging. On the one hand, we have found more encouraging pockets of optimism in the housing and manufacturing sectors, and while the unemployment rate continues to move higher, there are subtle signs of improvement in the U.S. labor markets. On the other hand, macro-economic challenges remain in

1

Management Discussion and Analysis (unaudited)

the face of a growing government deficit, continued easy monetary policy, a debt-burdened U.S. consumer and widespread inflation concerns. As the global economy shifts from a recession into an expansion, the pro-active, flexible approach used in the management of the four Pro-Blend^® Series’ portfolios will be important for navigating such mixed signals.

While the markets have turned up from lows reached earlier this year, we recognize that solving yesterday’s problems may create new and different macro-economic challenges in the global economy. Our approach has always been to remain cognizant of macro-economic conditions, but to allow company-specific factors to drive our investment decisions. In an environment like today, the very uncertainty that makes investors cautious can also create attractively priced investment opportunities for long-term investors. Over the past year, many of these opportunities have been represented by high quality growth companies and well-positioned companies in cyclical industries that are experiencing supply responses to lower demand. We will continue to seek out such opportunities as the next phase of this market and economic cycle unfolds.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

2

Performance Update - Pro-Blend^® Conservative Term Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class S2	11.83%	5.02%	6.07%	5.89%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class I2,3	11.94%	5.27%	6.35%	6.19%
Barclays Capital Intermediate U.S. Aggregate Bond Index4,6	12.39%	5.00%	6.08%	6.09%
5%/15%/80% Blended Index4,5,6	13.67%	4.72%	5.27%	6.32%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2009 to the Barclays Capital Intermediate U.S. Aggregate Bond Index and a 5%/15%/80% Blended Index.

¹Performance numbers for the Series and Indices are calculated from November 1, 1995, the Class S inception date.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 0.90% for Class S and 0.70% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.93% for Class S and 0.73% for Class I for the year ended October 31, 2009.

³For periods prior to the inception of Class I on March 28, 2008, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. -Pro-Blend^® Conservative Term Series - Class S adjusted for expense differences.

⁴The Barclays Capital Intermediate U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁵The 5%/15%/80% Blended Index is 5% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 15% Russell 3000^® Index, and 80% Barclays Capital Intermediate U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.

3

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (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 (May 1, 2009 to October 31, 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 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/09*	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,076.00	$4.71	0.90%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.67	$4.58	0.90%
Class I
Actual	$1,000.00	$1,078.20	$3.67	0.70%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.68	$3.57	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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Portfolio Composition - Pro-Blend^® Conservative Term Series (unaudited)

As of October 31, 2009

Sector Allocation⁴

Financials	12.70%
Industrials	8.66%
Information Technology	8.32%
Consumer Discretionary	7.02%
Health Care	5.51%
Energy	3.62%
Materials	2.75%
Consumer Staples	2.66%
Utilities	0.63%
Telecommunication Services	0.22%

⁴Including common stocks, preferred stocks, warrants, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings⁵

Google, Inc. - Class A	1.19%
Microsoft Corp.	1.05%
The Walt Disney Co.	0.83%
Southwest Airlines Co.	0.81%
Cisco Systems, Inc.	0.76%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶

Fannie Mae, 1.375%, 4/28/2011	4.40%
Freddie Mac, 3.75%, 3/27/2019	3.65%
U.S. Treasury Note, 4.00%, 2/15/2015	3.54%
U.S. Treasury Note, 4.00%, 11/15/2012	2.27%
U.S. Treasury Note, 2.625%, 6/30/2014	1.55%

⁶As a percentage of total investments.

5

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS - 23.71%
Consumer Discretionary - 2.64%
Auto Components - 0.02%
Hankook Tire Co. Ltd. (South Korea)	2,750	$	53,267
WABCO Holdings, Inc.	1,010		23,957
			77,224
Automobiles - 0.02%
Bayerische Motoren Werke AG (BMW) (Germany)	710		34,789
Hyundai Motor Co. (South Korea)	430		39,827
Suzuki Motor Corp. (Japan)	500		12,414
			87,030
Diversified Consumer Services - 0.00%**
Coinstar, Inc.*	780		24,757
Hotels, Restaurants & Leisure - 0.46%
Carnival Corp.*	38,573		1,123,246
Choice Hotels International, Inc.	680		20,278
Club Mediterranee S.A. (France)*	305		6,205
International Game Technology	43,980		784,603
			1,934,332
Household Durables - 0.27%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	2,270		5,974
Fortune Brands, Inc.	23,200		903,640
LG Electronics, Inc. (South Korea)	500		47,367
NVR, Inc.*	60		39,736
Rodobens Negocios Imobiliarios S.A. (Brazil)	14,800		154,503
			1,151,220
Leisure Equipment & Products - 0.00%**
Sankyo Co. Ltd. (Japan)	300		17,364
Media - 1.30%
Comcast Corp. - Class A	107,091		1,552,820
Grupo Televisa S.A. - ADR (Mexico)	4,890		94,670
Impresa-Sociedade Gestora de Participacoes S.A. (Portugal)*	820		1,641
The McGraw-Hill Companies, Inc	3,430		98,715
Mediacom Communications Corp. - Class A*	5,510		26,338
Reed Elsevier plc - ADR (United Kingdom)	198		5,972
Societe Television Francaise 1 (France)	8,070		127,135
The Walt Disney Co.	129,460		3,543,320
Wolters Kluwer N.V. (Netherlands)	2,040		45,618
			5,496,229
Multiline Retail - 0.01%
Nordstrom, Inc.	980		31,145

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Multiline Retail (continued)
PPR (France)	65	$	7,113
			38,258
Specialty Retail - 0.54%
Dick’s Sporting Goods, Inc.*	2,560		58,086
Dufry South America Ltd. - BDR (Bermuda)	1,580		27,446
The Finish Line, Inc. - Class A	4,780		48,469
The Home Depot, Inc.	18,976		476,108
KOMERI Co. Ltd. (Japan)	100		2,800
Lowe’s Companies, Inc.	43,960		860,297
The Sherwin-Williams Co.	14,400		821,376
			2,294,582
Textiles, Apparel & Luxury Goods - 0.02%
Adidas AG (Germany)	890		41,257
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	40		4,159
True Religion Apparel, Inc.*	1,470		37,882
			83,298
Total Consumer Discretionary			11,204,294
Consumer Staples - 2.34%
Beverages - 0.02%
Diageo plc (United Kingdom)	290		4,741
Heineken N.V. (Netherlands)	1,950		86,421
			91,162
Food & Staples Retailing - 0.11%
BJ’s Wholesale Club, Inc.*	2,560		89,677
Carrefour S.A. (France)	5,240		225,714
Casino Guichard-Perrachon S.A. (France)	530		42,259
Tesco plc (United Kingdom)	17,865		119,439
			477,089
Food Products - 2.19%
Cadbury plc (United Kingdom)	8,553		108,160
Danone S.A. (France)	160		9,644
Dean Foods Co.*	68,840		1,254,953
Flowers Foods, Inc.	1,690		39,479
General Mills, Inc.	24,100		1,588,672
Kellogg Co.	28,780		1,483,321
Nestle S.A. (Switzerland)	47,620		2,219,698
Sanderson Farms, Inc.	590		21,588
Suedzucker AG (Germany)	120		2,483

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)	86,340	$	2,575,522
			9,303,520
Household Products - 0.01%
Reckitt Benckiser Group plc (United Kingdom)	585		29,140
Personal Products - 0.01%
Alberto-Culver Co.	1,150		30,843
Total Consumer Staples			9,931,754
Energy - 1.52%
Energy Equipment & Services - 1.09%
Baker Hughes, Inc.	49,845		2,096,979
Calfrac Well Services Ltd. (Canada)	6,480		102,645
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	2,175		43,228
Dril-Quip, Inc.*	740		35,957
Trican Well Service Ltd. (Canada)	11,360		132,912
Weatherford International Ltd. (Switzerland)*	127,104		2,228,133
			4,639,854
Oil, Gas & Consumable Fuels - 0.43%
BP plc (United Kingdom)	450		4,227
Cameco Corp. (Canada)	1,210		32,924
Forest Oil Corp.*	145		2,842
Hess Corp.	27,460		1,503,160
Mariner Energy, Inc.*	111		1,414
Royal Dutch Shell plc - Class B - ADR (Netherlands)	1,360		79,097
Royal Dutch Shell plc - Class B (Netherlands)	1,346		38,881
Talisman Energy, Inc. (Canada)	4,980		84,960
Total S.A. (France)	480		28,704
Uranium One, Inc. (Canada)*	9,130		25,904
			1,802,113
Total Energy			6,441,967
Financials - 1.76%
Capital Markets - 0.74%
Bank of New York Mellon Corp.1	60,970		1,625,460
Credit Suisse Group AG - ADR (Switzerland)	830		44,239
Federated Investors, Inc. - Class B	8,810		231,262
GAM Holding Ltd. (Switzerland)	6,980		85,524
The Goldman Sachs Group, Inc.	380		64,665
Legg Mason, Inc.	2,480		72,193
Northern Trust Corp.	820		41,205

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
SEI Investments Co.	53,690	$	937,964
State Street Corp.	490		20,570
			3,123,082
Commercial Banks - 0.10%
BNP Paribas (France)	100		7,572
Commerzbank AG (Germany)*	250		2,612
Credit Agricole S.A. (France)	160		3,086
First Commonwealth Financial Corp.	12,240		64,260
The Hachijuni Bank Ltd. (Japan)	800		4,826
HSBC Holdings plc - ADR (United Kingdom)	1,787		98,982
ICICI Bank Ltd. - ADR (India)	1,840		57,868
KeyCorp.	11,650		62,794
Societe Generale - ADR (France)2	3,250		45,662
The Sumitomo Trust & Banking Co. Ltd. (Japan)	800		4,328
Wilmington Trust Corp.	6,050		72,902
			424,892
Consumer Finance - 0.46%
American Express Co.	55,430		1,931,181
Discover Financial Services	2,070		29,270
			1,960,451
Diversified Financial Services - 0.12%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	2,125		111,002
ING Groep N.V. (Netherlands)*	185		2,433
JPMorgan Chase & Co.	5,190		216,786
Moody’s Corp.	7,540		178,547
			508,768
Insurance - 0.22%
Allianz SE (Germany)	2,470		283,673
Amil Participacoes S.A. (Brazil)	10,900		61,876
AXA S.A. (France)	160		4,007
Brown & Brown, Inc.	4,020		73,847
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	625		99,005
Principal Financial Group, Inc.	850		21,284
The Progressive Corp.*	12,360		197,760
Willis Group Holdings Ltd. (United Kingdom)	7,325		197,775
			939,227
Real Estate Investment Trusts (REITS) - 0.05%
Alstria Office REIT AG (Germany)	4,800		53,121

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
American Campus Communities, Inc.	860	$	23,237
Corporate Office Properties Trust	3,700		122,803
Home Properties, Inc.	630		24,683
			223,844
Thrifts & Mortgage Finance - 0.07%
Aareal Bank AG (Germany)*	525		11,373
First Niagara Financial Group, Inc.	10,460		134,306
NewAlliance Bancshares, Inc.	10,450		115,786
People’s United Financial, Inc.	2,680		42,961
			304,426
Total Financials			7,484,690
Health Care - 5.12%
Biotechnology - 0.47%
Celera Corp.*	47,540		294,273
Genzyme Corp.*	33,270		1,683,462
			1,977,735
Health Care Equipment & Supplies - 1.29%
Abaxis, Inc.*	4,140		94,475
Becton, Dickinson and Co.	27,250		1,862,810
Cochlear Ltd. (Australia)	3,450		199,063
Conmed Corp.*	12,480		264,451
Covidien plc (Ireland)	11,650		490,698
DENTSPLY International, Inc.	7,470		246,211
DexCom, Inc.*	14,790		101,459
Gen-Probe, Inc.*	6,000		250,320
Hologic, Inc.*	5,760		85,133
Inverness Medical Innovations, Inc.*	10,220		388,462
Micrus Endovascular Corp.*	1,775		20,981
Mindray Medical International Ltd. - ADR (China)	8,270		254,137
Nobel Biocare Holding AG (Switzerland)	7,960		226,564
OraSure Technologies, Inc.*	39,505		128,786
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	41,000		145,745
Sirona Dental Systems, Inc.*	4,260		114,637
Straumann Holding AG (Switzerland)	1,115		269,539
Synthes, Inc.	900		107,028
Zoll Medical Corp.*	12,120		235,370
			5,485,869

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services - 0.89%
Aetna, Inc.	8,140	$	211,884
Bio-Reference Laboratories, Inc.*	2,740		88,584
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	12,000		10,052
CIGNA Corp.	7,500		208,800
Diagnosticos da America S.A. (Brazil)*	10,460		257,997
Quest Diagnostics, Inc.	33,450		1,870,859
Sonic Healthcare Ltd. (Australia)	36,750		463,787
UnitedHealth Group, Inc.	8,380		217,461
VCA Antech, Inc.*	10,110		240,820
WellPoint, Inc.*	4,500		210,420
			3,780,664
Health Care Technology - 0.30%
Allscripts - Misys Healthcare Solutions, Inc.*	5,530		107,835
Cerner Corp.*	9,570		727,703
Eclipsys Corp.*	23,070		432,562
			1,268,100
Life Sciences Tools & Services - 1.26%
Caliper Life Sciences, Inc.*	51,547		113,919
ICON plc - ADR (Ireland)*	5,950		146,965
Lonza Group AG (Switzerland)	7,120		554,873
Millipore Corp.*	18,560		1,243,706
PerkinElmer, Inc.	86,863		1,616,520
Thermo Fisher Scientific, Inc.*	36,780		1,655,100
			5,331,083
Pharmaceuticals - 0.91%
AstraZeneca plc - ADR (United Kingdom)	120		5,389
AstraZeneca plc (United Kingdom)	25		1,125
Bayer AG (Germany)	2,080		144,572
GlaxoSmithKline plc (United Kingdom)	2,675		54,880
Johnson & Johnson	29,170		1,722,489
Novartis AG - ADR (Switzerland)	35,888		1,864,382
Sanofi - Aventis S.A. (France)	31		2,269
Shire plc (United Kingdom)	3,265		57,445
			3,852,551
Total Health Care			21,696,002

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials - 2.16%
Aerospace & Defense - 0.03%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	5,255	$	106,414
Hexcel Corp.*	910		10,010
			116,424
Air Freight & Logistics - 0.99%
FedEx Corp.	20,705		1,505,046
TNT N.V. (Netherlands)	5,146		136,922
United Parcel Service, Inc. - Class B	47,562		2,553,128
			4,195,096
Airlines - 0.87%
AirTran Holdings, Inc.*	17,750		75,083
Deutsche Lufthansa AG (Germany)	3,170		48,984
Ryanair Holdings plc - ADR (Ireland)*	2,020		55,085
Singapore Airlines Ltd. (Singapore)	2,000		19,407
Southwest Airlines Co.	413,165		3,470,586
			3,669,145
Building Products - 0.01%
Owens Corning*	1,260		27,859
Commercial Services & Supplies - 0.05%
Tomra Systems ASA (Norway)	38,830		195,984
Electrical Equipment - 0.06%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	6,190		114,701
Alstom S.A. (France)	490		34,126
Gamesa Corporacion Tecnologica S.A. (Spain)	930		17,081
Nexans S.A. (France)	940		66,691
Schneider Electric S.A. (France)	340		35,531
			268,130
Industrial Conglomerates - 0.07%
Siemens AG (Germany)	3,450		312,095
Machinery - 0.02%
Lindsay Corp.	970		31,845
MAN SE (Germany)	390		32,129
Wabtec Corp.	950		34,922
			98,896
Professional Services - 0.04%
Equifax, Inc.	3,850		105,413
Experian plc (Ireland)	6,260		57,433
			162,846

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 0.02%
All America Latina Logistica S.A. (Brazil)	9,900	$	72,665
Kansas City Southern*	970		23,503
			96,168
Total Industrials			9,142,643
Information Technology - 7.27%
Communications Equipment - 1.77%
Alcatel-Lucent - ADR (France)*	44,230		163,209
Blue Coat Systems, Inc.*	11,280		251,319
Cisco Systems, Inc.*	141,028		3,222,490
Infinera Corp.*	27,890		207,223
Juniper Networks, Inc.*	39,836		1,016,216
Nokia Corp. - ADR (Finland)	198,107		2,498,129
Riverbed Technology, Inc.*	6,060		124,169
			7,482,755
Computers & Peripherals - 0.67%
Diebold, Inc.	330		9,979
EMC Corp.*	172,170		2,835,640
			2,845,619
Electronic Equipment, Instruments & Components - 0.03%
LoJack Corp.*	26,660		112,505
Internet Software & Services - 1.24%
comScore, Inc.*	8,100		124,173
Google, Inc. - Class A*	9,465		5,074,376
Vocus, Inc.*	3,490		63,169
			5,261,718
IT Services - 0.76%
Accenture plc - Class A (Ireland)	4,490		166,489
Amdocs Ltd. (Guernsey)*	11,540		290,808
Automatic Data Processing, Inc.	46,018		1,831,516
Cap Gemini S.A. (France)	3,360		156,303
Companhia Brasileira de Meios de Pagamento (Brazil)	21,920		201,705
Online Resources Corp.*	24,770		130,043
Paychex, Inc.	5,800		164,778
Redecard S.A. (Brazil)	13,370		196,269
The Western Union Co.	5,210		94,666
			3,232,577
Semiconductors & Semiconductor Equipment - 0.11%
Advantest Corp. (Japan)	4,200		96,117
Hynix Semiconductor, Inc. (South Korea)*	230		3,512

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
KLA-Tencor Corp.	1,420	$	46,164
Lam Research Corp.*	3,580		120,718
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	2,321		22,142
Tokyo Electron Ltd. (Japan)	3,300		192,101
			480,754
Software - 2.69%
Autodesk, Inc.*	85,980		2,143,481
DemandTec, Inc.*	2,880		25,315
Electronic Arts, Inc. (EA)*	128,830		2,349,859
Intuit, Inc.*	2,160		62,791
Microsoft Corp.	161,860		4,488,378
Misys plc (United Kingdom)*	11,205		38,086
Net 1 UEPS Technologies, Inc. (South Africa)*	5,000		87,450
SAP AG - ADR (Germany)	41,260		1,867,840
SAP AG (Germany)	640		29,009
Shanda Interactive Entertainment Ltd. - ADR (China)*	2,380		103,959
Square Enix Holdings Co. Ltd. (Japan)	1,600		40,438
TIBCO Software, Inc.*	8,610		75,338
UbiSoft Entertainment S.A. (France)*	7,160		113,273
			11,425,217
Total Information Technology			30,841,145
Materials - 0.73%
Chemicals - 0.47%
Arkema S.A. (France)	2		76
Calgon Carbon Corp.*	6,120		96,941
Johnson Matthey plc (United Kingdom)	1,340		31,054
Monsanto Co.	27,650		1,857,527
The Scotts Miracle-Gro Co. - Class A	700		28,434
			2,014,032
Containers & Packaging - 0.01%
Bemis Co., Inc.	1,200		30,996
Paper & Forest Products - 0.25%
Norbord, Inc. (Canada)	577		7,940
Weyerhaeuser Co.	28,504		1,035,836
			1,043,776
Total Materials			3,088,804

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 0.12%
Diversified Telecommunication Services - 0.01%
France Telecom S.A. (France)	1,180	$	29,278
Hutchison Telecommunications Hong Kong Holdings Ltd. (Hong Kong)	6,550		1,141
Swisscom AG - ADR (Switzerland)2	800		28,760
			59,179
Wireless Telecommunication Services - 0.11%
American Tower Corp. - Class A*	2,290		84,318
Crown Castle International Corp.*	4,640		140,221
Hutchison Telecommunications International Ltd. (Hong Kong)	6,550		1,327
SBA Communications Corp. - Class A*	5,150		145,281
SK Telecom Co. Ltd. - ADR (South Korea)	5,860		97,920
			469,067
Total Telecommunication Services			528,246
Utilities - 0.05%
Electric Utilities - 0.02%
E.ON AG (Germany)	2,535		97,332
Independent Power Producers & Energy Traders - 0.01%
Mirant Corp.*	1,280		17,894
RRI Energy, Inc.*	3,910		20,606
			38,500
Multi-Utilities - 0.00%**
National Grid plc (United Kingdom)	740		7,366
Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)	3,500		61,592
Total Utilities			204,790
TOTAL COMMON STOCKS (Identified Cost $92,667,212)			100,564,335
PREFERRED STOCKS - 0.15%
Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany)	930		42,373
Financials - 0.14%
Commercial Banks - 0.06%
PNC Financial Services Group, Inc., Series K	65,000		65,175

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Shares/ Principal Amount		Value (Note 2)
PREFERRED STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co., Series K		185,000	$	173,206
				238,381
Diversified Financial Services - 0.08%
Bank of America Corp., Series K		190,000		170,863
JPMorgan Chase & Co., Series 1		170,000		170,940
				341,803
Total Financials				580,184
TOTAL PREFERRED STOCKS (Identified Cost $615,884)				622,557
WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $214)		348		36
CORPORATE BONDS - 28.53%
Convertible Corporate Bonds - 0.07%
Consumer Discretionary - 0.01%
Hotels, Restaurants & Leisure - 0.01%
Carnival Corp. (Panama), 2.00%, 4/15/2021	$	55,000		57,200
Consumer Staples - 0.01%
Beverages - 0.01%
Central European Distribution Corp., 3.00%, 3/15/2013		50,000		41,000
Health Care - 0.03%
Biotechnology - 0.03%
Amgen, Inc., 0.375%, 2/1/2013		110,000		108,212
Industrials - 0.01%
Airlines - 0.01%
AirTran Holdings, Inc., 5.25%, 11/1/2016		45,000		42,525
Information Technology - 0.01%
Computers & Peripherals - 0.01%
EMC Corp., 1.75%, 12/1/2013		40,000		48,000
Total Convertible Corporate Bonds (Identified Cost $295,175)				296,937

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds - 28.46%
Consumer Discretionary - 4.40%
Diversified Consumer Services - 0.01%
Affinion Group, Inc., 11.50%, 10/15/2015	$	50,000	$	52,250
Hotels, Restaurants & Leisure - 1.58%
International Game Technology, 7.50%, 6/15/2019		3,205,000		3,542,192
McDonald’s Corp., 5.80%, 10/15/2017		1,920,000		2,152,645
McDonald’s Corp., 6.30%, 10/15/2037		190,000		213,920
Pinnacle Entertainment, Inc., 7.50%, 6/15/2015		385,000		346,500
Scientific Games Corp.4 , 7.875%, 6/15/2016		110,000		107,800
Scientific Games International, Inc.4,5 , 9.25%, 6/15/2019		140,000		145,600
Wendy’s - Arby’s Restaurants LLC4 , 10.00%, 7/15/2016		110,000		117,150
Yonkers Racing Corp.4 , 11.375%, 7/15/2016		75,000		78,000
				6,703,807
Household Durables - 0.48%
Fortune Brands, Inc., 4.875%, 12/1/2013		1,800,000		1,812,157
Fortune Brands, Inc., 5.375%, 1/15/2016		195,000		196,700
Jarden Corp., 7.50%, 5/1/2017		40,000		39,400
				2,048,257
Media - 1.70%
Cablevision Systems Corp.4 , 8.625%, 9/15/2017		385,000		398,475
Cinemark USA, Inc.4 , 8.63%, 6/15/2019		75,000		77,625
Comcast Cable Communications Holdings, Inc., 8.375%, 3/15/2013		657,000		763,685
Comcast Corp., 5.70%, 7/1/2019		2,800,000		2,928,400
Comcast Corp., 6.50%, 11/15/2035		55,000		56,928
Comcast Corp., 6.95%, 8/15/2037		170,000		185,430
Interpublic Group of Companies, Inc., 10.00%, 7/15/2017		55,000		59,125
MDC Partners, Inc. (Canada)4 , 11.00%, 11/1/2016		50,000		50,062
Mediacom LLC - Mediacom Capital Corp.4 , 9.125%, 8/15/2019		75,000		77,438
Time Warner, Inc., 7.625%, 4/15/2031		130,000		145,392
UPC Holding B.V. (Netherlands)4 , 9.875%, 4/15/2018		45,000		47,587
Virgin Media Finance plc, Series 1, (United Kingdom), 9.50%, 8/15/2016		110,000		116,325
The Walt Disney Co., Series C, 5.625%, 9/15/2016		1,800,000		1,982,947
The Walt Disney Co., Series B, 7.00%, 3/1/2032		145,000		176,088
WMG Acquisition Corp.4 , 9.50%, 6/15/2016		40,000		42,700
XM Satellite Radio, Inc.4 , 11.25%, 6/15/2013		75,000		78,750
				7,186,957

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Multiline Retail - 0.05%
Target Corp., 6.00%, 1/15/2018	$	180,000	$	202,051
Specialty Retail - 0.54%
The Home Depot, Inc., 5.40%, 3/1/2016		275,000		290,219
Lowe’s Companies, Inc., 6.10%, 9/15/2017		1,800,000		2,018,991
				2,309,210
Textiles, Apparel & Luxury Goods - 0.04%
Jones Apparel Group, Inc., 6.125%, 11/15/2034		75,000		60,000
Levi Strauss & Co., 8.875%, 4/1/2016		40,000		40,800
VF Corp., 5.95%, 11/1/2017		75,000		81,238
				182,038
Total Consumer Discretionary				18,684,570
Consumer Staples - 0.31%
Beverages - 0.15%
The Coca - Cola Co., 5.35%, 11/15/2017		160,000		173,908
Constellation Brands, Inc., 8.375%, 12/15/2014		110,000		116,050
Pepsico, Inc., 5.00%, 6/1/2018		110,000		117,164
Pepsico, Inc., 7.90%, 11/1/2018		170,000		213,647
				620,769
Food & Staples Retailing - 0.07%
The Kroger Co., 6.75%, 4/15/2012		240,000		263,067
Rite Aid Corp., 9.75%, 6/12/2016		55,000		59,400
				322,467
Food Products - 0.09%
Dole Food Co., Inc.4 , 8.00%, 10/1/2016		40,000		40,500
General Mills, Inc., 5.65%, 2/15/2019		165,000		178,084
Kraft Foods, Inc., 6.125%, 2/1/2018		165,000		174,883
				393,467
Total Consumer Staples				1,336,703
Energy - 2.12%
Energy Equipment & Services - 1.03%
Baker Hughes, Inc., 7.50%, 11/15/2018		150,000		181,971
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		275,000		272,250
Complete Production Services, Inc., 8.00%, 12/15/2016		65,000		61,588
Hercules Offshore, Inc.4 , 10.50%, 10/15/2017		45,000		44,887
Hornbeck Offshore Services, Inc.4 , 8.00%, 9/1/2017		80,000		79,200

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019	$	3,000,000	$	3,714,123
				4,354,019
Oil, Gas & Consumable Fuels - 1.09%
Alon Refining Krotz Springs, Inc.4 , 13.50%, 10/15/2014.		90,000		85,050
Anadarko Petroleum Corp., 6.95%, 6/15/2019		3,000,000		3,371,283
Anadarko Petroleum Corp., 5.95%, 9/15/2016		95,000		101,887
Apache Corp., 6.90%, 9/15/2018		155,000		183,303
Arch Coal, Inc.4 , 8.75%, 8/1/2016		55,000		56,375
Arch Western Finance LLC, 6.75%, 7/1/2013		180,000		173,700
Chesapeake Energy Corp., 6.875%, 1/15/2016		55,000		53,075
Encore Acquisition Co., 7.25%, 12/1/2017		75,000		71,625
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)4 , 11.75%, 5/27/2014		40,000		42,200
Plains Exploration & Production Co., 8.625%, 10/15/2019		350,000		350,875
Tesoro Corp., 9.75%, 6/1/2019		110,000		113,025
Whiting Petroleum Corp., 7.00%, 2/1/2014		35,000		34,869
				4,637,267
Total Energy				8,991,286
Financials - 10.87%
Capital Markets - 0.96%
Goldman Sachs Capital I, 6.345%, 2/15/2034		55,000		52,101
Goldman Sachs Capital II, 5.793%, 12/29/2049		230,000		171,063
The Goldman Sachs Group, Inc.6 , 3.25%, 6/15/2012		3,266,000		3,413,835
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		190,000		202,467
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		20,000		18,904
Morgan Stanley, 5.55%, 4/27/2017		202,000		203,303
				4,061,673
Commercial Banks - 1.77%
HSBC Finance Corp., 7.00%, 5/15/2012		250,000		272,125
HSBC Finance Corp., 6.375%, 11/27/2012		55,000		59,789
KeyBank National Association6 , 3.20%, 6/15/2012		3,476,000		3,633,463
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		190,000		196,856
PNC Bank National Association, 5.25%, 1/15/2017		195,000		196,250
PNC Funding Corp.6 , 2.30%, 6/22/2012		2,246,000		2,295,825
U.S. Bank National Association, 6.375%, 8/1/2011		30,000		32,387
U.S. Bank National Association, 6.30%, 2/4/2014		100,000		112,227
Wachovia Corp., 5.25%, 8/1/2014		185,000		192,306

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co.6 , 3.00%, 12/9/2011	$	515,000	$	534,654
				7,525,882
Consumer Finance - 1.08%
American Express Co., 8.125%, 5/20/2019		3,300,000		3,949,199
American Express Co., 6.80%, 9/1/2066		205,000		178,350
American Express Credit Corp., Series B7 , 0.396%, 10/4/2010		280,000		278,417
SLM Corp., 4.00%, 1/15/2010		185,000		184,711
				4,590,677
Diversified Financial Services - 7.03%
Bank of America Corp., 4.875%, 1/15/2013		1,800,000		1,866,283
Bank of America Corp.6 , 3.125%, 6/15/2012		5,518,000		5,745,816
Bank of America Corp., 5.75%, 8/15/2016		205,000		205,484
Bank of America Corp., Series L, 7.625%, 6/1/2019		3,200,000		3,692,515
Citigroup Funding, Inc.6 , 1.875%, 10/22/2012		1,520,000		1,525,072
Citigroup, Inc., 8.50%, 5/22/2019		3,000,000		3,506,718
Citigroup, Inc.6 , 2.875%, 12/9/2011		5,788,000		5,990,268
JPMorgan Chase & Co.6 , 3.125%, 12/1/2011		3,600,000		3,746,862
JPMorgan Chase & Co., 6.30%, 4/23/2019		3,200,000		3,512,026
				29,791,044
Insurance - 0.01%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		80,000		20,046
American International Group, Inc., 4.25%, 5/15/2013		30,000		25,247
				45,293
Real Estate Investment Trusts (REITS) - 0.02%
Felcor Lodging LP4 , 10.00%, 10/1/2014		75,000		74,063
Total Financials				46,088,632
Health Care - 0.40%
Health Care Equipment & Supplies - 0.17%
Becton, Dickinson and Co., 6.00%, 5/15/2039		190,000		204,958
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		75,000		76,313
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016		55,000		54,175
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016		362,000		367,430
				702,876
Health Care Providers & Services - 0.10%
HCA, Inc.4 , 7.875%, 2/15/2020		385,000		396,550

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Health Management Associates, Inc., 6.125%, 4/15/2016	$	55,000	$	50,875
				447,425
Pharmaceuticals - 0.13%
Abbott Laboratories, 5.60%, 11/30/2017		160,000		175,426
Johnson & Johnson, 5.95%, 8/15/2037		160,000		179,298
Wyeth, 6.50%, 2/1/2034		155,000		179,269
				533,993
Total Health Care				1,684,294
Industrials - 6.55%
Aerospace & Defense - 0.11%
The Boeing Co., 6.00%, 3/15/2019		175,000		194,161
GeoEye, Inc.4 , 9.625%, 10/1/2015		75,000		77,438
Honeywell International, Inc., 5.30%, 3/1/2018		170,000		182,642
				454,241
Air Freight & Logistics - 0.96%
FedEx Corp., 8.00%, 1/15/2019		3,200,000		3,876,803
United Parcel Service, Inc., 6.20%, 1/15/2038		180,000		202,983
				4,079,786
Airlines - 0.40%
AirTran Airways, Inc.5,8 , 10.41%, 4/1/2017		60,378		51,925
Delta Air Lines, Inc.4 , 9.50%, 9/15/2014		385,000		392,700
Southwest Airlines Co., 5.25%, 10/1/2014		210,000		211,614
Southwest Airlines Co., 5.75%, 12/15/2016		1,070,000		1,059,970
				1,716,209
Building Products - 0.05%
Owens Corning, 9.00%, 6/15/2019		55,000		59,669
USG Corp.4 , 9.75%, 8/1/2014		120,000		126,000
USG Corp., 6.30%, 11/15/2016		35,000		30,100
				215,769
Commercial Services & Supplies - 0.92%
ACCO Brands Corp.4 , 10.625%, 3/15/2015		80,000		85,600
Corrections Corp. of America, 6.25%, 3/15/2013		75,000		74,625
Waste Management, Inc., 7.375%, 3/11/2019		3,200,000		3,730,697
				3,890,922
Industrial Conglomerates - 2.06%
General Electric Capital Corp.6 , 3.00%, 12/9/2011		5,798,000		6,016,811

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

Investment Portfolio - October 31, 2009

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 Capital Corp., 5.625%, 5/1/2018	$	1,800,000	$	1,852,560
General Electric Capital Corp., 6.375%, 11/15/2067		205,000		177,837
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		130,000		136,632
General Electric Co., 5.25%, 12/6/2017		180,000		187,262
Textron, Inc., 7.25%, 10/1/2019		345,000		351,357
				8,722,459
Machinery - 0.58%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		165,000		191,095
John Deere Capital Corp., 5.50%, 4/13/2017		20,000		21,617
John Deere Capital Corp., 5.75%, 9/10/2018		2,060,000		2,244,298
				2,457,010
Road & Rail - 1.47%
CSX Corp., 6.25%, 4/1/2015		1,800,000		2,010,303
CSX Corp., 7.375%, 2/1/2019		3,200,000		3,733,392
CSX Corp., 6.00%, 10/1/2036		225,000		226,787
RailAmerica, Inc.4 , 9.25%, 7/1/2017		75,000		78,375
Union Pacific Corp., 5.65%, 5/1/2017		175,000		185,956
				6,234,813
Total Industrials				27,771,209
Information Technology - 1.09%
Communications Equipment - 0.11%
Cisco Systems, Inc., 5.90%, 2/15/2039		180,000		191,492
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		290,000		295,075
				486,567
Computers & Peripherals - 0.05%
International Business Machines Corp., 8.00%, 10/15/2038		155,000		211,651
Electronic Equipment, Instruments & Components - 0.88%
Corning, Inc., 6.20%, 3/15/2016		180,000		194,797
Corning, Inc., 6.625%, 5/15/2019		3,200,000		3,529,098
				3,723,895
Software - 0.05%
Microsoft Corp., 5.20%, 6/1/2039		190,000		189,990
Total Information Technology				4,612,103

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials - 2.03%
Chemicals - 0.52%
E. I. du Pont de Nemours & Co., 5.875%, 1/15/2014	$	1,800,000	$	2,003,322
E. I. du Pont de Nemours & Co., 6.00%, 7/15/2018		165,000		185,290
Terra Capital, Inc.4 , 7.75%, 11/1/2019		45,000		45,225
				2,233,837
Containers & Packaging - 0.08%
Ball Corp., 6.625%, 3/15/2018		75,000		73,688
Cascades, Inc. (Canada), 7.25%, 2/15/2013		55,000		53,762
Reynolds Group DL Escrow, Inc. - Reynolds Group Escrow LLC4 , 7.75%, 10/15/2016		200,000		199,000
				326,450
Metals & Mining - 0.86%
Alcoa, Inc., 5.72%, 2/23/2019		2,032,000		1,951,145
Alcoa, Inc., 5.87%, 2/23/2022		70,000		64,678
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		925,000		1,062,454
Freeport-McMoRan Copper & Gold, Inc.3 , 3.881%, 4/1/2015		120,000		121,323
Teck Resources Ltd. (Canada), 10.25%, 5/15/2016		110,000		126,775
Teck Resources Ltd. (Canada), 10.75%, 5/15/2019		275,000		320,375
				3,646,750
Paper & Forest Products - 0.57%
Georgia-Pacific LLC4 , 8.25%, 5/1/2016		275,000		291,500
Georgia-Pacific LLC4 , 7.125%, 1/15/2017		110,000		111,100
International Paper Co., 9.375%, 5/15/2019		1,667,000		2,018,050
				2,420,650
Total Materials				8,627,687
Telecommunication Services - 0.10%
Diversified Telecommunication Services - 0.06%
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)4 , 8.875%, 1/15/2015		55,000		55,206
Telesat - Telesat LLC (Canada), 11.00%, 11/1/2015		110,000		119,350
Wind Acquisition Finance S.A. (Luxembourg)4 , 11.75%, 7/15/2017		75,000		84,750
				259,306
Wireless Telecommunication Services - 0.04%
CC Holdings GS V LLC - Crown Castle GS III Corp.4 , 7.75%, 5/1/2017		40,000		42,000

The accompanying notes are an integral part of the financial statements. 23

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Telecommunications, Inc.4 , 8.00%, 8/15/2016	$	110,000	$	113,850
				155,850
Total Telecommunication Services				415,156
Utilities - 0.59%
Electric Utilities - 0.51%
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013		1,800,000		1,898,143
Exelon Generation Co. LLC, 5.35%, 1/15/2014		55,000		58,409
Southwestern Electric Power Co., 6.45%, 1/15/2019		185,000		200,424
				2,156,976
Gas Utilities - 0.02%
Ferrellgas Partners LP4 , 9.125%, 10/1/2017		74,000		77,330
Independent Power Producers & Energy Traders - 0.04%
Mirant Americas Generation LLC, 9.125%, 5/1/2031		110,000		90,612
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.4 , 10.875%, 6/1/2016		75,000		78,000
				168,612
Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		85,000		95,858
Total Utilities				2,498,776
Total Non-Convertible Corporate Bonds (Identified Cost $117,449,725)				120,710,416
TOTAL CORPORATE BONDS (Identified Cost $117,744,900)				121,007,353
MUTUAL FUNDS - 0.47%
Financial Select Sector SPDR Fund		6,820		95,616
iShares iBoxx High Yield Corporate Bond Fund		6,770		576,669
iShares iBoxx Investment Grade Corporate Bond Fund		9,850		1,040,948
SPDR Barclays Capital High Yield Bond ETF		6,790		257,952
TOTAL MUTUAL FUNDS (Identified Cost $1,819,053)				1,971,185
U.S. TREASURY SECURITIES - 13.13%
U.S. Treasury Bonds - 1.57%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	1,410,000		1,648,819

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Bonds (continued)
U.S. Treasury Bond, 5.25%, 2/15/2029	$	4,400,000	$	5,004,314
Total U.S. Treasury Bonds (Identified Cost $6,545,452)				6,653,133
U.S. Treasury Notes - 11.56%
U.S. Treasury Note, 5.00%, 2/15/2011		1,000,000		1,057,461
U.S. Treasury Note, 4.00%, 11/15/2012		9,000,000		9,697,500
U.S. Treasury Note, 3.625%, 5/15/2013		5,525,000		5,891,462
U.S. Treasury Note, 2.25%, 5/31/2014		1,300,000		1,305,586
U.S. Treasury Note, 2.625%, 6/30/2014		6,490,000		6,614,225
U.S. Treasury Note, 2.375%, 9/30/2014		2,490,000		2,499,910
U.S. Treasury Note, 4.00%, 2/15/2015		14,000,000		15,113,434
U.S. Treasury Note, 3.50%, 2/15/2018		3,700,000		3,770,822
U.S. Treasury Note, 3.75%, 11/15/2018		3,000,000		3,092,814
Total U.S. Treasury Notes (Identified Cost $47,047,356)				49,043,214
TOTAL U.S. TREASURY SECURITIES (Identified Cost $53,592,808)				55,696,347
ASSET-BACKED SECURITIES - 0.04%
Hertz Vehicle Financing LLC, Series 2009-2A, Class A24 , 5.29%, 3/25/2016 (Identified Cost $169,990)		170,000		171,172
U.S. GOVERNMENT AGENCIES - 24.78%
Mortgage-Backed Securities - 10.11%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020		15,038		16,077
Fannie Mae, Pool #816064, 4.50%, 4/1/2020		123,487		129,797
Fannie Mae, Pool #863151, 4.50%, 11/1/2020		77,250		81,197
Fannie Mae, Pool #851149, 5.00%, 4/1/2021		248,053		262,779
Fannie Mae, Pool #899023, 4.50%, 1/1/2022		80,056		83,446
Fannie Mae, Pool #899287, 5.00%, 2/1/2022		83,689		88,357
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		685,340		714,364
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		1,669,389		1,736,956
Fannie Mae, Pool #AA4537, 4.50%, 4/1/2024		170,169		177,056
Fannie Mae, Pool #AC0495, 4.50%, 9/1/2024		794,488		826,644
Fannie Mae, Pool #AC5902, 4.50%, 10/1/2024		1,365,000		1,420,247
Fannie Mae, Pool #357319, 6.00%, 12/1/2032		124,458		133,605
Fannie Mae, Pool #790393, 6.50%, 9/1/2034		3,653		3,943
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		472,487		480,689
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		1,226,478		1,319,250

The accompanying notes are an integral part of the financial statements. 25

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #901895, 6.50%, 9/1/2036	$	100,572	$	108,179
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		207,806		221,194
Fannie Mae, Pool #939487, 5.00%, 6/1/2037		68,869		71,504
Fannie Mae, Pool #945845, 6.00%, 8/1/2037		154,725		164,693
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		2,040		2,193
Fannie Mae, Pool #946148, 6.00%, 10/1/2037		799,434		850,940
Fannie Mae, Pool #950248, 6.00%, 10/1/2037		157,520		167,669
Fannie Mae, Pool #960196, 5.00%, 11/1/2037		47,376		49,189
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		749,925		778,575
Fannie Mae, Pool #929084, 5.00%, 2/1/2038		255,267		265,034
Fannie Mae, Pool #969756, 5.00%, 2/1/2038		665,001		690,406
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		785,983		816,011
Fannie Mae, Pool #961950, 5.00%, 3/1/2038		43,661		45,329
Fannie Mae, Pool #973091, 5.00%, 3/1/2038		28,704		29,801
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		489,782		508,521
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		1,196,471		1,242,248
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		830,649		862,383
Fannie Mae, Pool #976516, 5.00%, 5/1/2038		26,484		27,496
Fannie Mae, Pool #984379, 6.00%, 5/1/2038		778,135		827,661
Fannie Mae, Pool #981636, 5.00%, 6/1/2038		29,219		30,335
Fannie Mae, Pool #981650, 5.00%, 6/1/2038		404,958		420,429
Fannie Mae, Pool #985554, 5.00%, 6/1/2038		83,521		86,712
Fannie Mae, Pool #934329, 5.00%, 7/1/2038		409,607		425,255
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		425,954		453,065
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		1,410,487		1,500,261
Fannie Mae, Pool #988990, 6.00%, 9/1/2038		39,156		41,648
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		1,865,874		1,984,633
Fannie Mae, Pool #986889, 6.00%, 10/1/2038		880,369		936,403
Fannie Mae, Pool #983839, 5.00%, 11/1/2038		31,663		32,873
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		620,758		660,268
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		552,163		587,307
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		397,423		422,718
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		1,090,060		1,131,704
Fannie Mae, Pool #992293, 5.00%, 1/1/2039		369,715		383,840
Fannie Mae, Pool #994216, 5.00%, 1/1/2039		47,993		49,827
Fannie Mae, Pool #AA1717, 5.00%, 1/1/2039		753,466		782,251
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		755,661		784,454
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		375,374		399,266
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		806,440		837,168
Fannie Mae, Pool #AA1686, 5.00%, 3/1/2039		263,254		273,285
Fannie Mae, Pool #AA4461, 5.00%, 3/1/2039		52,846		54,859
Fannie Mae, Pool #AA5087, 5.00%, 4/1/2039		70,959		73,662
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		1,000,001		1,063,493

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

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AC2881, 6.00%, 8/1/2039	$	323,403	$	343,987
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		1,310,000		1,359,915
Fannie Mae TBA9 , 4.50%, 11/15/2024		1,220,000		1,267,275
Fannie Mae TBA9 , 5.00%, 11/15/2039		1,220,000		1,264,606
Fannie Mae TBA9 , 6.00%, 11/15/2039		1,175,000		1,248,071
Freddie Mac, Pool #J06512, 5.00%, 12/1/2022		133,936		141,701
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		12,411		13,330
Freddie Mac, Pool #G11896, 4.50%, 1/1/2021		72,625		76,313
Freddie Mac, Pool #G11912, 5.50%, 3/1/2021		254,450		271,781
Freddie Mac, Pool #G18168, 5.00%, 2/1/2022		46,486		49,181
Freddie Mac, Pool #G18182, 5.50%, 5/1/2022		37,268		39,719
Freddie Mac, Pool #G12833, 4.50%, 9/1/2022		143,595		149,631
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		67,827		72,288
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023		106,880		111,256
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034		8,878		9,592
Freddie Mac, Pool #A52888, 6.50%, 10/1/2036		96,899		104,062
Freddie Mac, Pool #A62373, 5.00%, 6/1/2037		282,795		293,527
Freddie Mac, Pool #A82556, 5.50%, 10/1/2038		136,389		143,757
GNMA, Pool #365225, 9.00%, 11/15/2024		1,994		2,295
GNMA, Pool #398655, 6.50%, 5/15/2026		928		999
GNMA, Pool #452826, 9.00%, 1/15/2028		2,079		2,408
GNMA, Pool #460820, 6.00%, 6/15/2028		14,957		16,048
GNMA, Pool #458983, 6.00%, 1/15/2029		33,741		36,204
GNMA, Pool #530481, 8.00%, 8/15/2030		16,766		19,261
GNMA, Pool #577796, 6.00%, 1/15/2032		24,194		25,960
GNMA, Pool #631703, 6.50%, 9/15/2034		5,261		5,609
GNMA, Pool #003808, 6.00%, 1/20/2036		402,742		429,557
GNMA, Pool #651235, 6.50%, 2/15/2036		271,727		289,451
GNMA, Pool #003830, 5.50%, 3/20/2036		958,289		1,015,452
GNMA, Pool #671304, 5.50%, 6/15/2037		167,816		177,463
GNMA, Pool #671531, 5.50%, 9/15/2037		143,051		151,274
GNMA, Pool #671161, 5.50%, 11/15/2037		449,330		475,159
GNMA, Pool #672715, 5.50%, 5/15/2038		345,000		364,670
GNMA, Pool #782639, 5.50%, 12/15/2038		999,900		1,057,851
GNMA, Pool #703481, 5.50%, 2/15/2039		1,882,941		1,990,297
GNMA, TBA9 , 5.50%, 11/15/2039		1,175,000		1,239,258
Total Mortgage-Backed Securities (Identified Cost $42,025,620)				42,878,357
Other Agencies - 14.67%
Fannie Mae, 1.375%, 4/28/2011		18,600,000		18,756,296
Fannie Mae, 4.875%, 5/18/2012		1,135,000		1,233,830
Fannie Mae, 6.25%, 5/15/2029		1,404,000		1,685,562

The accompanying notes are an integral part of the financial statements. 27

Investment Portfolio - October 31, 2009

Pro-Blend® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Other Agencies (continued)
Fannie Mae, 7.25%, 5/15/2030	$	2,910,000	$	3,889,189
Fannie Mae, 6.625%, 11/15/2030		1,364,000		1,712,012
Federal Farm Credit Bank, 5.125%, 8/25/2016		3,640,000		4,012,347
Federal Home Loan Bank, 4.625%, 10/10/2012		3,600,000		3,919,237
Federal Home Loan Bank, 5.25%, 6/18/2014		4,950,000		5,567,607
Freddie Mac, 5.50%, 7/18/2016		2,600,000		2,955,927
Freddie Mac, 3.75%, 3/27/2019		15,565,000		15,573,654
Freddie Mac, 6.75%, 3/15/2031		718,000		913,377
Freddie Mac, 6.25%, 7/15/2032		1,625,000		1,977,128
Total Other Agencies (Identified Cost $61,896,113)				62,196,166
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $103,921,733)				105,074,523
SHORT-TERM INVESTMENTS - 9.78%
Dreyfus Cash Management, Inc. - Institutional Shares10 , 0.13%		8,477,543		8,477,543
Fannie Mae Discount Notes11 , 0.09%, 1/12/2010	$	10,000,000		9,999,010
Federal Home Loan Bank Discount Notes11 , 0.35%, 10/8/2010		3,000,000		2,989,233
U.S. Treasury Bill11 , 0.38%, 11/5/2009		3,000,000		2,999,950
U.S. Treasury Bill11 , 0.08%, 11/19/2009		13,000,000		12,999,577
U.S. Treasury Bill11 , 0.22%, 11/27/2009		4,000,000		3,999,596
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $41,464,920)				41,464,909
TOTAL INVESTMENTS - 100.59% (Identified Cost $411,996,714)				426,572,417
LIABILITIES, LESS OTHER ASSETS - (0.59%)				(2,491,994	)
NET ASSETS - 100%			$	424,080,423

ADR - American Depository Receipt

BDR - Brazilian Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

³The coupon rate is a floating rate and is subject to change semi-annually. The coupon rate stated is the rate as of October 31, 2009.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines

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

Investment Portfolio - October 31, 2009

established by the Board of Directors. These securities amount to $4,069,258, or 0.96%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁵Security has been valued at fair value (see Note 2 to the financial statements).

⁶Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁷The coupon rate is a floating rate and is subject to change monthly. The coupon rate stated is the rate as of October 31, 2009.

⁸Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on October 13, 2009 at a cost of $52,529 ($87.00 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $51,925, or 0.01%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁹Securities purchased on a forward commitment or when-issued basis. TBA - to be announced.

¹⁰Rate shown is the current yield as of report date.

¹¹Rate shown reflects the annualized yield at time of purchase.

The accompanying notes are an integral part of the financial statements. 29

Statement of Assets and Liabilities - Pro-Blend^® Conservative Term Series

October 31, 2009

ASSETS:
Investments, at value (identified cost $411,996,714) (Note 2)	$	426,572,417
Cash		696,967
Foreign currency, at value (cost $3,419)		3,411
Interest receivable		3,204,335
Receivable for fund shares sold		1,374,810
Dividends receivable		44,770
Foreign tax reclaims receivable		30,480
TOTAL ASSETS		431,927,190
LIABILITIES:
Accrued management fees (Note 3)		185,172
Accrued shareholder services fees (Class S) (Note 3)		51,496
Accrued fund accounting and transfer agent fees (Note 3)		17,749
Accrued Chief Compliance Officer service fees (Note 3)		412
Accrued directors’ fees (Note 3)		176
Payable for securities purchased		7,284,951
Payable for fund shares repurchased		249,767
Audit fees payable		32,922
Other payables and accrued expenses		24,122
TOTAL LIABILITIES		7,846,767
TOTAL NET ASSETS	$	424,080,423
NET ASSETS CONSIST OF:
Capital stock	$	363,699
Additional paid-in-capital		408,042,864
Undistributed net investment income		3,372,561
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(2,276,268	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		14,577,567
TOTAL NET ASSETS	$	424,080,423
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($328,200,989/26,883,443 shares)	$	12.21
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($95,879,434/9,486,435 shares)	$	10.11

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

Statement of Operations - Pro-Blend^® Conservative Term Series

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $35,127)	$	1,085,452
Interest		5,616,913
Total Investment Income		6,702,365
EXPENSES:
Management fees (Note 3)		1,396,882
Shareholder services fees (Class S) (Note 3)		381,521
Fund accounting and transfer agent fees (Note 3)		149,412
Directors’ fees (Note 3)		12,479
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		30,250
Miscellaneous		111,281
Total Expenses		2,085,625
Less reduction of expenses (Note 3)		(69,235	)
Net Expenses		2,016,390
NET INVESTMENT INCOME		4,685,975
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		248,005
Foreign currency and translation of other assets and liabilities		(3,545	)
		244,460
Net change in unrealized appreciation (depreciation) on-
Investments		22,244,061
Foreign currency and translation of other assets and liabilities		4,816
		22,248,877
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		22,493,337
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	27,179,312

The accompanying notes are an integral part of the financial statements. 31

Statements of Changes in Net Assets - Pro-Blend^® Conservative Term Series

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	4,685,975		$	2,827,876
Net realized gain (loss) on investments and foreign currency		244,460			(2,432,127	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		22,248,877			(11,077,037	)
Net increase (decrease) from operations		27,179,312			(10,681,288	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(2,955,314	)		(2,505,754	)
From net investment income (Class I)		(235,623	)		(2	)
From net realized gain on investments (Class S)		—			(3,940,142	)
Total distributions to shareholders		(3,190,937	)		(6,445,898	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		260,840,800			45,811,636
Net increase in net assets		284,829,175			28,684,450
NET ASSETS:
Beginning of year		139,251,248			110,566,798
End of year (including undistributed net investment income of $3,372,561 and $1,877,915, respectively)	$	424,080,423		$	139,251,248

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

Financial Highlights - Pro-Blend^® Conservative Term Series - Class S

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$11.13	$12.74	$12.35	$11.90	$11.54
Income (loss) from investment operations:
Net investment income	0.231	0.24	0.30	0.28	0.17
Net realized and unrealized gain (loss) on investments	1.07	(1.15)	0.65	0.69	0.46
Total from investment operations	1.30	(0.91)	0.95	0.97	0.63
Less distributions to shareholders:
From net investment income	(0.22)	(0.27)	(0.31)	(0.20)	(0.18)
From net realized gain on investments	—	(0.43)	(0.25)	(0.32)	(0.09)
Total distributions to shareholders	(0.22)	(0.70)	(0.56)	(0.52)	(0.27)
Net asset value - End of year	$12.21	$11.13	$12.74	$12.35	$11.90
Net assets - End of year (000’s omitted)	$328,201	$139,174	$110,567	$71,790	$45,899
Total return2	11.83%	(7.52%)	7.95%	8.49%	5.49%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	0.90%	0.92%	0.99%	1.00%	1.00%
Net investment income	1.97%	2.33%	2.73%	2.65%	1.81%
Series portfolio turnover	47%	45%	49%	48%	60%
*The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees in some years. 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%	0.05%	N/A	0.07%	0.21%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain years.

The accompanying notes are an integral part of the financial statements. 33

Financial Highlights - Pro-Blend^® Conservative Term Series - Class I

	For the Year Ended 10/31/09	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	$9.27	$10.00
Income (loss) from investment operations:
Net investment income	0.212	0.06
Net realized and unrealized gain (loss) on investments	0.87	(0.74)
Total from investment operations	1.08	(0.68)
Less distributions to shareholders:
From net investment income	(0.24)	(0.05)
Net asset value - End of period	$10.11	$9.27
Net assets - End of period (000’s omitted)	$95,879	$77
Total return3	11.94%	(6.81%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.70%	0.70%4
Net investment income	2.17%	1.81%4
Series portfolio turnover	47%	45%
*The investment advisor did not impose all or a portion of its management fees, CCO fees 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%	0.15%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the year.

³Represents 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.

⁴Annualized.

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

Performance Update - Pro-Blend^® Moderate Term Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class S2	13.65%	4.96%	6.07%	6.81%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class I2,3	14.11%	5.26%	6.40%	7.16%
Barclays Capital U.S. Aggregate Bond Index4,6	13.79%	5.05%	6.31%	6.15%
10%/30%/60% Blended Index4,5,6	15.56%	4.34%	4.46%	6.76%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S for the ten years ended October 31, 2009 to the Barclays Capital U.S. Aggregate Bond Index and a 10%/30%/60% Blended Index.

¹Performance numbers for the Series are calculated from September 15, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from September 30, 1993.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 1.10% for Class S and 0.85% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.12% for Class S and 0.87% for Class I for the year ended October 31, 2009.

³For periods prior to the inception of Class I on March 28, 2008, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S adjusted for expense differences.

⁴The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁵The 10%/30%/60% Blended Index is 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see Note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.

35

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (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 (May 1, 2009 to October 31, 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 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period 5/1/09-10/31/09*	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,116.40	$5.87	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$1,118.90	$4.54	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

36

Portfolio Composition - Pro-Blend^® Moderate Term Series (unaudited)

As of October 31, 2009

Sector Allocation⁴

Information Technology	15.14%
Financials	14.82%
Health Care	10.90%
Industrials	7.96%
Consumer Discretionary	7.89%
Consumer Staples	5.47%
Energy	4.57%
Materials	3.39%
Utilities	0.54%
Telecommunication Services	0.48%

⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings⁵

Google, Inc. - Class A	2.27%
Microsoft Corp.	1.94%
Southwest Airlines Co.	1.77%
The Walt Disney Co.	1.53%
Cisco Systems, Inc.	1.49%
EMC Corp.	1.27%
United Parcel Service, Inc. - Class B	1.15%
Unilever plc - ADR (United Kingdom)	1.14%
Nokia Corp. - ADR (Finland)	1.09%
Electronic Arts, Inc. (EA)	1.07%

⁵As a percentage of total investments.

37

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS - 46.72%
Consumer Discretionary - 5.21%
Auto Components - 0.04%
Hankook Tire Co. Ltd. (South Korea)	5,000	$	96,849
WABCO Holdings, Inc.	2,350		55,742
			152,591
Automobiles - 0.05%
Bayerische Motoren Werke AG (BMW) (Germany)	1,670		81,828
Hyundai Motor Co. (South Korea)	1,310		121,332
Suzuki Motor Corp. (Japan)	1,300		32,278
			235,438
Diversified Consumer Services - 0.01%
Coinstar, Inc.*	1,770		56,180
Hotels, Restaurants & Leisure - 1.00%
Carnival Corp.*	88,875		2,588,040
Choice Hotels International, Inc	1,580		47,116
Club Mediterranee S.A. (France)*	2,590		52,695
International Game Technology	97,130		1,732,799
			4,420,650
Household Durables - 0.47%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	25,910		68,191
Fortune Brands, Inc.	40,110		1,562,284
LG Electronics, Inc. (South Korea)	1,070		101,366
NVR, Inc.*	170		112,586
Rodobens Negocios Imobiliarios S.A. (Brazil)	22,910		239,166
			2,083,593
Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)	800		46,303
Media - 2.38%
Comcast Corp. - Class A	199,923		2,898,884
Grupo Televisa S.A. - ADR (Mexico)	10,470		202,699
Impresa-Sociedade Gestora de Participacoes S.A. (Portugal)*	8,330		16,672
The McGraw-Hill Companies, Inc.	6,600		189,948
Mediacom Communications Corp. - Class A*	13,650		65,247
Reed Elsevier plc - ADR (United Kingdom)	1,384		41,741
Societe Television Francaise 1 (France)	17,250		271,757
The Walt Disney Co.	246,370		6,743,147
Wolters Kluwer N.V. (Netherlands)	3,705		82,850
			10,512,945
Multiline Retail - 0.03%
Nordstrom, Inc.	2,860		90,891

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Multiline Retail (continued)
PPR (France)	325	$	35,565
			126,456
Specialty Retail - 1.17%
Dick’s Sporting Goods, Inc.*	7,750		175,848
Dufry South America Ltd. - BDR (Bermuda)	3,110		54,022
The Finish Line, Inc. - Class A	9,320		94,505
The Home Depot, Inc.	42,870		1,075,608
KOMERI Co. Ltd. (Japan)	2,700		75,587
Lowe’s Companies, Inc.	81,640		1,597,695
The Sherwin-Williams Co.	36,320		2,071,693
			5,144,958
Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany)	1,570		72,780
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	480		49,907
True Religion Apparel, Inc.*	3,500		90,195
			212,882
Total Consumer Discretionary			22,991,996
Consumer Staples - 4.62%
Beverages - 0.08%
Diageo plc (United Kingdom)	5,360		87,619
Heineken N.V. (Netherlands)	3,580		158,661
Kirin Holdings Co. Ltd. (Japan)	6,400		106,436
			352,716
Food & Staples Retailing - 0.23%
BJ’s Wholesale Club, Inc.*	4,960		173,749
Carrefour S.A. (France)	11,150		480,288
Casino Guichard-Perrachon S.A. (France)	1,120		89,302
Tesco plc (United Kingdom)	37,955		253,754
			997,093
Food Products - 4.26%
Cadbury plc (United Kingdom)	35,898		453,962
Danone S.A. (France)	1,470		88,599
Dean Foods Co.*	139,930		2,550,924
Flowers Foods, Inc.	5,290		123,574
General Mills, Inc.	50,070		3,300,614
Kellogg Co.	54,540		2,810,992
Nestle S.A. (Switzerland)	92,440		4,308,881
Sanderson Farms, Inc.	1,760		64,398
Suedzucker AG (Germany)	2,970		61,453

The accompanying notes are an integral part of the financial statements. 39

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)	168,694	$	5,032,142
			18,795,539
Household Products - 0.04%
Kao Corp. (Japan)	1,900		42,848
Reckitt Benckiser Group plc (United Kingdom)	2,570		128,017
			170,865
Personal Products - 0.01%
Alberto-Culver Co.	2,450		65,709
Total Consumer Staples			20,381,922
Energy - 2.97%
Energy Equipment & Services - 2.02%
Baker Hughes, Inc.	93,325		3,926,183
Calfrac Well Services Ltd. (Canada)	12,510		198,162
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	8,330		165,556
Dril-Quip, Inc.*	2,350		114,186
Trican Well Service Ltd. (Canada)	23,490		274,833
Weatherford International Ltd. (Switzerland)*	242,620		4,253,129
			8,932,049
Oil, Gas & Consumable Fuels - 0.95%
BP plc (United Kingdom)	8,410		78,994
Cameco Corp. (Canada)	2,790		75,916
Forest Oil Corp.*	2,110		41,356
Hess Corp.	61,670		3,375,816
Mariner Energy, Inc.*	3,151		40,143
Royal Dutch Shell plc - Class B - ADR (Netherlands)	2,880		167,501
Royal Dutch Shell plc - Class B (Netherlands)	2,932		84,694
Talisman Energy, Inc. (Canada)	9,150		156,101
Total S.A. (France)	1,880		112,425
Uranium One, Inc. (Canada)*	21,200		60,149
			4,193,095
Total Energy			13,125,144
Financials - 3.49%
Capital Markets - 1.40%
Bank of New York Mellon Corp.1	119,440		3,184,270
Credit Suisse Group AG - ADR (Switzerland)	1,650		87,945
Daiwa Securities Group, Inc. (Japan)	2,000		10,909
Federated Investors, Inc. - Class B	16,970		445,463
GAM Holding Ltd. (Switzerland)	14,180		173,743

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc.	890	$	151,451
Legg Mason, Inc.	5,660		164,763
Northern Trust Corp.	2,830		142,208
SEI Investments Co.	100,100		1,748,747
State Street Corp.	1,890		79,342
			6,188,841
Commercial Banks - 0.28%
BNP Paribas (France)	1,070		81,016
The Chugoku Bank Ltd. (Japan)	4,800		65,802
Commerzbank AG (Germany)*	1,625		16,979
Credit Agricole S.A. (France)	2,415		46,576
First Commonwealth Financial Corp.	29,200		153,300
The Hachijuni Bank Ltd. (Japan)	9,800		59,117
HSBC Holdings plc - ADR (United Kingdom)	3,392		187,883
ICICI Bank Ltd. - ADR (India)	4,290		134,921
KeyCorp.	26,590		143,320
Mitsubishi UFJ Financial Group, Inc. (Japan)	2,800		15,397
Societe Generale - ADR (France)2	6,440		90,482
The Sumitomo Trust & Banking Co. Ltd. (Japan)	9,800		53,020
Wilmington Trust Corp.	16,100		194,005
			1,241,818
Consumer Finance - 0.88%
American Express Co.	108,540		3,781,534
Discover Financial Services	6,770		95,728
			3,877,262
Diversified Financial Services - 0.23%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	4,225		220,698
ING Groep N.V. (Netherlands)*	1,285		16,898
JPMorgan Chase & Co.	9,980		416,865
Moody’s Corp.	15,250		361,120
			1,015,581
Insurance - 0.44%
Allianz SE (Germany)	5,020		576,534
Amil Participacoes S.A. (Brazil)	29,440		167,121
AXA S.A. (France)	1,260		31,550
Brown & Brown, Inc.	6,310		115,915
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	1,335		211,475
Principal Financial Group, Inc.	2,490		62,350
The Progressive Corp.*	23,890		382,240

The accompanying notes are an integral part of the financial statements. 41

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
Willis Group Holdings Ltd. (United Kingdom)	14,465	$	390,555
			1,937,740
Real Estate Investment Trusts (REITS) - 0.11%
Alstria Office REIT AG (Germany)	8,790		97,277
American Campus Communities, Inc.	2,010		54,310
Corporate Office Properties Trust	7,710		255,895
Home Properties, Inc.	1,460		57,203
			464,685
Thrifts & Mortgage Finance - 0.15%
Aareal Bank AG (Germany)*	3,310		71,703
First Niagara Financial Group, Inc.	20,160		258,854
NewAlliance Bancshares, Inc.	20,170		223,484
People’s United Financial, Inc.	6,130		98,264
			652,305
Total Financials			15,378,232
Health Care - 9.89%
Biotechnology - 0.88%
Celera Corp.*	96,520		597,459
Genzyme Corp.*	65,200		3,299,120
			3,896,579
Health Care Equipment & Supplies - 2.55%
Abaxis, Inc.*	7,660		174,801
Becton, Dickinson and Co.	50,330		3,440,559
Cochlear Ltd. (Australia)	7,040		406,204
Conmed Corp.*	23,200		491,608
Covidien plc (Ireland)	28,040		1,181,045
DENTSPLY International, Inc.	15,310		504,618
DexCom, Inc.*	45,910		314,943
Gen-Probe, Inc.*	12,250		511,070
Hologic, Inc.*	15,470		228,647
Inverness Medical Innovations, Inc.*	20,680		786,047
Micrus Endovascular Corp.*	6,235		73,698
Mindray Medical International Ltd. - ADR (China)	17,080		524,868
Nobel Biocare Holding AG (Switzerland)	16,410		467,075
OraSure Technologies, Inc.*	79,980		260,735
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	85,000		302,153
Sirona Dental Systems, Inc.*	11,140		299,777
Straumann Holding AG (Switzerland)	2,320		560,834

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Synthes, Inc.	2,130	$	253,299
Zoll Medical Corp.*	24,340		472,683
			11,254,664
Health Care Providers & Services - 1.73%
Aetna, Inc.	16,580		431,577
Bio-Reference Laboratories, Inc.*	6,830		220,814
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	45,000		37,696
CIGNA Corp.	15,280		425,395
Diagnosticos da America S.A. (Brazil)*	20,450		504,401
Quest Diagnostics, Inc.	66,790		3,735,565
Sonic Healthcare Ltd. (Australia)	76,360		963,668
UnitedHealth Group, Inc.	16,070		417,016
VCA Antech, Inc.*	19,440		463,061
WellPoint, Inc.*	8,980		419,905
			7,619,098
Health Care Technology - 0.59%
Allscripts - Misys Healthcare Solutions, Inc.*	13,850		270,075
Cerner Corp.*	18,749		1,425,674
Eclipsys Corp.*	47,203		885,056
			2,580,805
Life Sciences Tools & Services - 2.34%
Caliper Life Sciences, Inc.*	91,758		202,785
ICON plc - ADR (Ireland)*	13,960		344,812
Lonza Group AG (Switzerland)	14,036		1,093,848
Millipore Corp.*	33,200		2,224,732
PerkinElmer, Inc.	169,859		3,161,076
Thermo Fisher Scientific, Inc.*	72,660		3,269,700
			10,296,953
Pharmaceuticals - 1.80%
AstraZeneca plc - ADR (United Kingdom)	1,520		68,263
AstraZeneca plc (United Kingdom)	930		41,853
Bayer AG (Germany)	4,425		307,564
GlaxoSmithKline plc (United Kingdom)	5,710		117,145
Johnson & Johnson	56,990		3,365,260
Novartis AG - ADR (Switzerland)	73,950		3,841,702
Sanofi - Aventis S.A. (France)	880		64,422
Shire plc (United Kingdom)	7,075		124,479

The accompanying notes are an integral part of the financial statements. 43

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan)	700	$	28,384
			7,959,072
Total Health Care			43,607,171
Industrials - 4.52%
Aerospace & Defense - 0.06%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	11,210		227,002
Hexcel Corp.*	3,500		38,500
			265,502
Air Freight & Logistics - 1.98%
FedEx Corp.	46,810		3,402,619
TNT N.V. (Netherlands)	10,959		291,590
United Parcel Service, Inc. - Class B	94,070		5,049,678
			8,743,887
Airlines - 1.87%
AirTran Holdings, Inc.*	35,310		149,361
Deutsche Lufthansa AG (Germany)	6,865		106,080
Ryanair Holdings plc - ADR (Ireland)*	4,200		114,534
Singapore Airlines Ltd. (Singapore)	7,000		67,925
Southwest Airlines Co.	927,950		7,794,780
			8,232,680
Building Products - 0.02%
Owens Corning*	4,200		92,862
Commercial Services & Supplies - 0.09%
Tomra Systems ASA (Norway)	78,830		397,874
Electrical Equipment - 0.14%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	13,140		243,484
Alstom S.A. (France)	1,120		78,003
Gamesa Corporacion Tecnologica S.A. (Spain)	4,630		85,035
Nexans S.A. (France)	1,990		141,187
Schneider Electric S.A. (France)	790		82,557
			630,266
Industrial Conglomerates - 0.16%
Siemens AG (Germany)	7,360		665,802
Sonae (Portugal)	16,575		21,831
Sonae Capital S.A. (SGPS) (Portugal)*	2,074		2,717
			690,350

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Machinery - 0.06%
FANUC Ltd. (Japan)	400	$	34,261
Lindsay Corp.	1,920		63,034
MAN SE (Germany)	910		74,968
Wabtec Corp.	2,180		80,137
			252,400
Professional Services - 0.08%
Equifax, Inc.	7,430		203,434
Experian plc (Ireland)	18,620		170,831
			374,265
Road & Rail - 0.06%
All America Latina Logistica S.A. (Brazil)	29,810		218,803
Kansas City Southern*	2,260		54,760
			273,563
Total Industrials			19,953,649
Information Technology - 13.94%
Communications Equipment - 3.39%
Alcatel-Lucent - ADR (France)*	95,110		350,956
Blue Coat Systems, Inc.*	22,930		510,881
Cisco Systems, Inc.*	286,754		6,552,329
Infinera Corp.*	58,480		434,506
Juniper Networks, Inc.*	78,867		2,011,897
Nokia Corp. - ADR (Finland)	380,990		4,804,284
Riverbed Technology, Inc.*	14,780		302,842
			14,967,695
Computers & Peripherals - 1.27%
Diebold, Inc.	710		21,470
EMC Corp.*	339,300		5,588,271
			5,609,741
Electronic Equipment, Instruments & Components - 0.05%
KEYENCE Corp. (Japan)	121		24,492
LoJack Corp.*	44,745		188,824
			213,316
Internet Software & Services - 2.37%
comScore, Inc.*	18,700		286,671
Google, Inc. - Class A*	18,596		9,969,687
Vocus, Inc.*	9,800		177,380
			10,433,738

The accompanying notes are an integral part of the financial statements. 45

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 1.47%
Accenture plc - Class A (Ireland)	9,730	$	360,788
Amdocs Ltd. (Guernsey)*	24,740		623,448
Automatic Data Processing, Inc.	89,888		3,577,542
Cap Gemini S.A. (France)	7,260		337,727
Companhia Brasileira de Meios de Pagamento (Brazil)	43,790		402,949
Online Resources Corp.*	47,800		250,950
Paychex, Inc.	11,870		337,227
Redecard S.A. (Brazil)	26,700		391,952
The Western Union Co.	12,070		219,312
			6,501,895
Semiconductors & Semiconductor Equipment - 0.27%
Advantest Corp. (Japan)	9,000		205,966
Hynix Semiconductor, Inc. (South Korea)*	1,400		21,374
KLA-Tencor Corp.	5,750		186,932
Lam Research Corp.*	7,740		260,993
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	9,066		86,490
Tokyo Electron Ltd. (Japan)	7,260		422,623
			1,184,378
Software - 5.12%
Autodesk, Inc.*	171,630		4,278,736
DemandTec, Inc.*	9,920		87,197
Electronic Arts, Inc. (EA)*	257,170		4,690,781
Intuit, Inc.*	7,110		206,688
Microsoft Corp.	308,240		8,547,495
Misys plc (United Kingdom)*	38,700		131,543
Net 1 UEPS Technologies, Inc. (South Africa)*	9,000		157,410
SAP AG - ADR (Germany)	81,700		3,698,559
SAP AG (Germany)	2,150		97,452
Shanda Interactive Entertainment Ltd. - ADR (China)*	5,160		225,389
Square Enix Holdings Co. Ltd. (Japan)	2,900		73,293
TIBCO Software, Inc.*	15,000		131,250
UbiSoft Entertainment S.A. (France)*	14,620		231,292
			22,557,085
Total Information Technology			61,467,848
Materials - 1.68%
Chemicals - 1.04%
Arkema S.A. (France)	20		767
Calgon Carbon Corp.*	11,855		187,783
Johnson Matthey plc (United Kingdom)	3,130		72,536

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Monsanto Co.	63,470	$	4,263,915
The Scotts Miracle-Gro Co. - Class A	1,360		55,243
			4,580,244
Containers & Packaging - 0.01%
Bemis Co., Inc.	2,470		63,800
Paper & Forest Products - 0.63%
Norbord, Inc. (Canada)	2,580		35,503
Weyerhaeuser Co.	75,493		2,743,416
			2,778,919
Total Materials			7,422,963
Telecommunication Services - 0.27%
Diversified Telecommunication Services - 0.04%
France Telecom S.A. (France)	2,570		63,767
Hutchison Telecommunications Hong Kong Holdings Ltd. (Hong Kong)	34,820		6,065
Swisscom AG - ADR (Switzerland)2	2,985		107,311
			177,143
Wireless Telecommunication Services - 0.23%
American Tower Corp. - Class A*	4,950		182,259
Crown Castle International Corp.*	10,080		304,617
Hutchison Telecommunications International Ltd. (Hong Kong)	34,820		7,054
SBA Communications Corp. - Class A*	10,780		304,104
SK Telecom Co. Ltd. - ADR (South Korea)	12,530		209,376
			1,007,410
Total Telecommunication Services			1,184,553
Utilities - 0.13%
Electric Utilities - 0.05%
E.ON AG (Germany)	5,420		208,103
Independent Power Producers & Energy Traders - 0.02%
Mirant Corp.*	2,980		41,661
RRI Energy, Inc.*	9,090		47,904
			89,565
Multi-Utilities - 0.04%
GDF Suez (France)	1,695		71,104
National Grid plc (United Kingdom)	9,470		94,266
			165,370

The accompanying notes are an integral part of the financial statements. 47

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Shares/ Principal Amount		Value (Note 2)
COMMON STOCKS (continued)
Utilities (continued)
Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		6,370	$	112,097
Total Utilities				575,135
TOTAL COMMON STOCKS (Identified Cost $194,841,109)				206,088,613
PREFERRED STOCKS - 0.29%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)		2,160		98,415
Financials - 0.27%
Commercial Banks - 0.12%
PNC Financial Services Group, Inc., Series K		185,000		185,496
Wells Fargo & Co., Series K		360,000		337,050
				522,546
Diversified Financial Services - 0.15%
Bank of America Corp., Series K		365,000		328,237
JPMorgan Chase & Co., Series 1		335,000		336,853
				665,090
Total Financials				1,187,636
TOTAL PREFERRED STOCKS (Identified Cost $1,266,626)				1,286,051
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		1,098
CORPORATE BONDS - 23.94%
Convertible Corporate Bonds - 0.31%
Consumer Discretionary - 0.04%
Hotels, Restaurants & Leisure - 0.04%
Carnival Corp. (Panama), 2.00%, 4/15/2021	$	175,000		182,000
Consumer Staples - 0.02%
Beverages - 0.02%
Central European Distribution Corp., 3.00%, 3/15/2013		105,000		86,100

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Convertible Corporate Bonds (continued)
Health Care - 0.11%
Biotechnology - 0.09%
Amgen, Inc., 0.375%, 2/1/2013	$	400,000	$	393,500
Health Care Equipment & Supplies - 0.02%
Medtronic, Inc., 1.625%, 4/15/2013		90,000		87,525
Total Health Care				481,025
Industrials - 0.08%
Airlines - 0.08%
AirTran Holdings, Inc., 5.25%, 11/1/2016		85,000		80,325
JetBlue Airways Corp., 3.75%, 3/15/2035		270,000		265,613
Total Industrials				345,938
Information Technology - 0.06%
Computers & Peripherals - 0.06%
EMC Corp., 1.75%, 12/1/2013		215,000		258,000
Total Convertible Corporate Bonds (Identified Cost $1,381,529)				1,353,063
Non-Convertible Corporate Bonds - 23.63%
Consumer Discretionary - 2.61%
Diversified Consumer Services - 0.03%
Affinion Group, Inc., 11.50%, 10/15/2015		110,000		114,950
Hotels, Restaurants & Leisure - 0.93%
International Game Technology, 7.50%, 6/15/2019		1,715,000		1,895,432
McDonald’s Corp., 5.80%, 10/15/2017		325,000		364,380
McDonald’s Corp., 6.30%, 10/15/2037		445,000		501,024
Pinnacle Entertainment, Inc., 7.50%, 6/15/2015		545,000		490,500
Scientific Games Corp.3 , 7.875%, 6/15/2016		250,000		245,000
Scientific Games International, Inc.3,4 , 9.25%, 6/15/2019		150,000		156,000
Wendy’s - Arby’s Restaurants LLC3 , 10.00%, 7/15/2016		250,000		266,250
Yonkers Racing Corp.3 , 11.375%, 7/15/2016		165,000		171,600
				4,090,186
Household Durables - 0.22%
Fortune Brands, Inc., 6.375%, 6/15/2014		465,000		494,168
Fortune Brands, Inc., 5.375%, 1/15/2016		400,000		403,487
Jarden Corp., 7.50%, 5/1/2017		90,000		88,650
				986,305
Media - 0.86%
Cablevision Systems Corp.3 , 8.625%, 9/15/2017		545,000		564,075
Cinemark USA, Inc.3 , 8.63%, 6/15/2019		165,000		170,775
Comcast Corp., 6.50%, 11/15/2035		280,000		289,817

The accompanying notes are an integral part of the financial statements. 49

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Comcast Corp., 6.95%, 8/15/2037	$	185,000	$	201,791
Interpublic Group of Companies, Inc., 10.00%, 7/15/2017		125,000		134,375
MDC Partners, Inc. (Canada)3 , 11.00%, 11/1/2016		95,000		95,119
Mediacom LLC - Mediacom Capital Corp.3 , 9.125%, 8/15/2019		165,000		170,362
Time Warner, Inc., 7.625%, 4/15/2031		730,000		816,430
UPC Holding B.V. (Netherlands)3 , 9.875%, 4/15/2018		85,000		89,887
Virgin Media Finance plc, Series 1, (United Kingdom), 9.50%, 8/15/2016		250,000		264,375
The Walt Disney Co., Series B, 7.00%, 3/1/2032		615,000		746,858
WMG Acquisition Corp.3 , 9.50%, 6/15/2016		85,000		90,738
XM Satellite Radio, Inc.3 , 11.25%, 6/15/2013		165,000		173,250
				3,807,852
Multiline Retail - 0.14%
Target Corp., 6.00%, 1/15/2018		560,000		628,604
Specialty Retail - 0.32%
The Home Depot, Inc., 5.40%, 3/1/2016		955,000		1,007,851
Lowe’s Companies, Inc., 6.10%, 9/15/2017		340,000		381,365
				1,389,216
Textiles, Apparel & Luxury Goods - 0.11%
Jones Apparel Group, Inc., 6.125%, 11/15/2034		165,000		132,000
Levi Strauss & Co., 8.875%, 4/1/2016		90,000		91,800
VF Corp., 5.95%, 11/1/2017		250,000		270,793
				494,593
Total Consumer Discretionary				11,511,706
Consumer Staples - 0.80%
Beverages - 0.31%
The Coca - Cola Co., 5.35%, 11/15/2017		330,000		358,684
Constellation Brands, Inc., 8.375%, 12/15/2014		250,000		263,750
Pepsico, Inc., 5.00%, 6/1/2018		315,000		335,517
Pepsico, Inc., 7.90%, 11/1/2018		315,000		395,875
				1,353,826
Food & Staples Retailing - 0.11%
The Kroger Co., 6.75%, 4/15/2012		315,000		345,276
Rite Aid Corp., 9.75%, 6/12/2016		125,000		135,000
				480,276

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.38%
Dole Food Co., Inc.3 , 8.00%, 10/1/2016	$	85,000	$	86,062
General Mills, Inc., 5.65%, 2/15/2019		680,000		733,923
Kraft Foods, Inc., 6.125%, 2/1/2018		805,000		853,215
				1,673,200
Total Consumer Staples				3,507,302
Energy - 1.58%
Energy Equipment & Services - 0.83%
Baker Hughes, Inc., 7.50%, 11/15/2018		610,000		740,015
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		295,000		292,050
Complete Production Services, Inc., 8.00%, 12/15/2016		130,000		123,175
Hercules Offshore, Inc.3 , 10.50%, 10/15/2017		85,000		84,788
Hornbeck Offshore Services, Inc.3 , 8.00%, 9/1/2017		180,000		178,200
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		1,800,000		2,228,474
				3,646,702
Oil, Gas & Consumable Fuels - 0.75%
Alon Refining Krotz Springs, Inc.3 , 13.50%, 10/15/2014		175,000		165,375
Anadarko Petroleum Corp., 5.95%, 9/15/2016		720,000		772,199
Apache Corp., 6.90%, 9/15/2018		625,000		739,123
Arch Coal, Inc.3 , 8.75%, 8/1/2016		125,000		128,125
Arch Western Finance LLC, 6.75%, 7/1/2013		360,000		347,400
Chesapeake Energy Corp., 6.875%, 1/15/2016		125,000		120,625
Encore Acquisition Co., 7.25%, 12/1/2017		165,000		157,575
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)3 , 11.75%, 5/27/2014		85,000		89,675
Plains Exploration & Production Co., 8.625%, 10/15/2019		460,000		461,150
Tesoro Corp., 9.75%, 6/1/2019		250,000		256,875
Whiting Petroleum Corp., 7.00%, 2/1/2014		85,000		84,681
				3,322,803
Total Energy				6,969,505
Financials - 11.02%
Capital Markets - 2.73%
Goldman Sachs Capital I, 6.345%, 2/15/2034		725,000		686,782
Goldman Sachs Capital II, 5.793%, 12/29/2049		450,000		334,687
The Goldman Sachs Group, Inc.5 , 3.25%, 6/15/2012		8,228,000		8,600,440
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		610,000		650,025
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		1,250,000		1,345,874

The accompanying notes are an integral part of the financial statements. 51

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037	$	110,000	$	103,974
Morgan Stanley, 5.55%, 4/27/2017		327,000		329,110
				12,050,892
Commercial Banks - 3.29%
HSBC Finance Corp., 7.00%, 5/15/2012		575,000		625,887
HSBC Finance Corp., 6.375%, 11/27/2012		585,000		635,942
KeyBank National Association5 , 3.20%, 6/15/2012		3,506,000		3,664,822
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		750,000		777,061
PNC Bank National Association, 5.25%, 1/15/2017		545,000		548,495
PNC Funding Corp.5 , 2.30%, 6/22/2012		3,600,000		3,679,862
U.S. Bank National Association, 6.375%, 8/1/2011		315,000		340,061
U.S. Bank National Association, 6.30%, 2/4/2014		285,000		319,847
Wachovia Corp., 5.25%, 8/1/2014		330,000		343,033
Wells Fargo & Co.5 , 3.00%, 12/9/2011		3,458,000		3,589,964
				14,524,974
Consumer Finance - 0.76%
American Express Co., 8.125%, 5/20/2019		2,165,000		2,590,914
American Express Co., 6.80%, 9/1/2066		400,000		348,000
SLM Corp., 4.00%, 1/15/2010		425,000		424,337
				3,363,251
Diversified Financial Services - 4.15%
Bank of America Corp.5 , 3.125%, 6/15/2012		6,028,000		6,276,872
Bank of America Corp., 5.75%, 8/15/2016		355,000		355,838
Bank of America Corp., Series L, 7.625%, 6/1/2019		450,000		519,260
Citigroup Funding, Inc.5 , 1.875%, 10/22/2012		3,088,000		3,098,305
Citigroup, Inc.5 , 2.875%, 12/9/2011		3,506,000		3,628,521
JPMorgan Chase & Co.5 , 3.125%, 12/1/2011		3,510,000		3,653,190
JPMorgan Chase & Co., 6.30%, 4/23/2019		710,000		779,231
				18,311,217
Insurance - 0.05%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		425,000		106,494
American International Group, Inc., 4.25%, 5/15/2013		125,000		105,198
				211,692
Real Estate Investment Trusts (REITS) - 0.04%
Felcor Lodging LP3 , 10.00%, 10/1/2014		165,000		162,938
Total Financials				48,624,964

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care - 0.88%
Health Care Equipment & Supplies - 0.35%
Becton, Dickinson and Co., 6.00%, 5/15/2039	$	685,000	$	738,927
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		165,000		167,887
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016		125,000		123,125
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016		490,000		497,350
				1,527,289
Health Care Providers & Services - 0.15%
HCA, Inc.3 , 7.875%, 2/15/2020		545,000		561,350
Health Management Associates, Inc., 6.125%, 4/15/2016		125,000		115,625
				676,975
Pharmaceuticals - 0.38%
Johnson & Johnson, 5.95%, 8/15/2037		440,000		493,071
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019		700,000		745,251
Wyeth, 6.50%, 2/1/2034		365,000		422,150
				1,660,472
Total Health Care				3,864,736
Industrials - 3.33%
Aerospace & Defense - 0.34%
The Boeing Co., 6.00%, 3/15/2019		545,000		604,674
GeoEye, Inc.3 , 9.625%, 10/1/2015		170,000		175,525
Honeywell International, Inc., 5.30%, 3/1/2018		680,000		730,569
				1,510,768
Air Freight & Logistics - 0.17%
United Parcel Service, Inc., 6.20%, 1/15/2038		660,000		744,269
Airlines - 0.49%
AirTran Airways, Inc.4,6 , 10.41%, 4/1/2017		117,401		100,965
Delta Air Lines, Inc.3 , 9.50%, 9/15/2014		550,000		561,000
Southwest Airlines Co., 5.25%, 10/1/2014		390,000		392,998
Southwest Airlines Co., 5.75%, 12/15/2016		1,120,000		1,109,501
				2,164,464
Building Products - 0.08%
Owens Corning, 9.00%, 6/15/2019		125,000		135,611
USG Corp.3 , 9.75%, 8/1/2014		125,000		131,250
USG Corp., 6.30%, 11/15/2016		85,000		73,100
				339,961

The accompanying notes are an integral part of the financial statements. 53

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies - 0.52%
ACCO Brands Corp.3 , 10.625%, 3/15/2015	$	180,000	$	192,600
Corrections Corp. of America, 6.25%, 3/15/2013		165,000		164,175
Waste Management, Inc., 7.375%, 3/11/2019		1,665,000		1,941,128
				2,297,903
Industrial Conglomerates - 1.30%
General Electric Capital Corp.5 , 3.00%, 12/9/2011		3,518,000		3,650,766
General Electric Capital Corp., 5.625%, 5/1/2018		120,000		123,504
General Electric Capital Corp., 6.375%, 11/15/2067		395,000		342,662
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		530,000		557,037
General Electric Co., 5.25%, 12/6/2017		370,000		384,927
Textron, Inc., 7.25%, 10/1/2019		675,000		687,438
				5,746,334
Machinery - 0.20%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		325,000		376,399
John Deere Capital Corp., 5.50%, 4/13/2017		120,000		129,702
John Deere Capital Corp., 5.75%, 9/10/2018		365,000		397,654
				903,755
Road & Rail - 0.23%
CSX Corp., 6.00%, 10/1/2036		430,000		433,416
RailAmerica, Inc.3 , 9.25%, 7/1/2017		165,000		172,425
Union Pacific Corp., 5.65%, 5/1/2017		365,000		387,851
				993,692
Total Industrials				14,701,146
Information Technology - 1.10%
Communications Equipment - 0.50%
Cisco Systems, Inc., 5.90%, 2/15/2039		960,000		1,021,290
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		445,000		452,787
Nokia Corp. (Finland), 5.375%, 5/15/2019		705,000		728,074
				2,202,151
Computers & Peripherals - 0.22%
International Business Machines Corp., 8.00%, 10/15/2038		725,000		989,979
Electronic Equipment, Instruments & Components - 0.21%
Corning, Inc., 6.20%, 3/15/2016		375,000		405,828

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Corning, Inc., 6.625%, 5/15/2019	$	460,000	$	507,308
				913,136
Software - 0.17%
Microsoft Corp., 5.20%, 6/1/2039		735,000		734,963
Total Information Technology				4,840,229
Materials - 1.69%
Chemicals - 0.13%
E. I. du Pont de Nemours & Co., 6.00%, 7/15/2018		440,000		494,106
Terra Capital, Inc.3 , 7.75%, 11/1/2019		85,000		85,425
				579,531
Containers & Packaging - 0.12%
Ball Corp., 6.625%, 3/15/2018		165,000		162,112
Cascades, Inc. (Canada), 7.25%, 2/15/2013		125,000		122,188
Reynolds Group DL Escrow, Inc. - Reynolds Group Escrow LLC3 , 7.75%, 10/15/2016		250,000		248,750
				533,050
Metals & Mining - 0.82%
Alcoa, Inc., 5.72%, 2/23/2019		2,166,000		2,079,813
Alcoa, Inc., 5.87%, 2/23/2022		210,000		194,035
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		640,000		735,103
Teck Resources Ltd. (Canada), 10.25%, 5/15/2016		250,000		288,125
Teck Resources Ltd. (Canada), 10.75%, 5/15/2019		295,000		343,675
				3,640,751
Paper & Forest Products - 0.62%
Georgia-Pacific LLC3 , 8.25%, 5/1/2016		295,000		312,700
Georgia-Pacific LLC3 , 7.125%, 1/15/2017		250,000		252,500
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,151,215
				2,716,415
Total Materials				7,469,747
Telecommunication Services - 0.21%
Diversified Telecommunication Services - 0.13%
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)3 , 8.875%, 1/15/2015		125,000		125,469
Telesat - Telesat LLC (Canada), 11.00%, 11/1/2015		250,000		271,250

The accompanying notes are an integral part of the financial statements. 55

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount/ Shares		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Wind Acquisition Finance S.A. (Luxembourg)3 , 11.75%, 7/15/2017	$	165,000	$	186,450
				583,169
Wireless Telecommunication Services - 0.08%
CC Holdings GS V LLC - Crown Castle GS III Corp.3 , 7.75%, 5/1/2017		85,000		89,250
SBA Telecommunications, Inc.3 , 8.00%, 8/15/2016		250,000		258,750
				348,000
Total Telecommunication Services				931,169
Utilities - 0.41%
Electric Utilities - 0.27%
Exelon Generation Co. LLC, 5.35%, 1/15/2014		710,000		754,009
Southwestern Electric Power Co., 6.45%, 1/15/2019		415,000		449,599
				1,203,608
Gas Utilities - 0.04%
Ferrellgas Partners LP3 , 9.125%, 10/1/2017		165,000		172,425
Independent Power Producers & Energy Traders - 0.09%
Mirant Americas Generation LLC, 9.125%, 5/1/2031		250,000		205,937
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.3 , 10.875%, 6/1/2016		170,000		176,800
				382,737
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		50,000		56,387
Total Utilities				1,815,157
Total Non-Convertible Corporate Bonds (Identified Cost $100,947,458)				104,235,661
TOTAL CORPORATE BONDS (Identified Cost $102,328,987)				105,588,724
MUTUAL FUNDS - 0.99%
Financial Select Sector SPDR Fund		13,470		188,849
iShares iBoxx High Yield Corporate Bond Fund		17,000		1,448,060
iShares iBoxx Investment Grade Corporate Bond Fund		20,110		2,125,225
SPDR Barclays Capital High Yield Bond ETF		15,430		586,186
TOTAL MUTUAL FUNDS (Identified Cost $3,952,717)				4,348,320

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

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount		Value (Note 2)
U.S. TREASURY SECURITIES - 13.56%
U.S. Treasury Bonds - 4.10%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	4,485,000	$	5,244,647
U.S. Treasury Bond, 5.25%, 2/15/2029		3,525,000		4,009,138
U.S. Treasury Bond, 5.375%, 2/15/2031		7,598,000		8,829,111
Total U.S. Treasury Bonds (Identified Cost $18,213,532)				18,082,896
U.S. Treasury Notes - 9.46%
U.S. Treasury Note, 1.75%, 8/15/2012		4,160,000		4,208,427
U.S. Treasury Note, 4.25%, 9/30/2012		3,500,000		3,790,664
U.S. Treasury Note, 1.50%, 12/31/2013		4,300,000		4,218,369
U.S. Treasury Note, 1.875%, 2/28/2014		1,800,000		1,787,344
U.S. Treasury Note, 2.25%, 5/31/2014		5,500,000		5,523,634
U.S. Treasury Note, 2.625%, 6/30/2014		3,890,000		3,964,458
U.S. Treasury Note, 2.625%, 7/31/2014		8,805,000		8,963,217
U.S. Treasury Note, 4.00%, 8/15/2018		6,540,000		6,877,732
U.S. Treasury Note, 2.75%, 2/15/2019		2,500,000		2,375,780
Total U.S. Treasury Notes (Identified Cost $41,634,818)				41,709,625
TOTAL U.S. TREASURY SECURITIES (Identified Cost $59,848,350)				59,792,521
ASSET-BACKED SECURITIES - 0.08%
Hertz Vehicle Financing LLC, Series 2009-2A, Class A23 , 5.29%, 3/25/2016 (Identified Cost $334,980)		335,000		337,309
U.S. GOVERNMENT AGENCIES - 10.56%
Mortgage-Backed Securities - 2.99%
Fannie Mae, Pool #545883, 5.50%, 9/1/2017		80,285		86,456
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		202,997		213,370
Fannie Mae, Pool #911750, 4.50%, 12/1/2021		355,402		370,453
Fannie Mae, Pool #908642, 5.00%, 1/1/2022		19,080		20,213
Fannie Mae, Pool #912771, 5.00%, 3/1/2022		475,169		503,377
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		3,170,028		3,225,060
Fannie Mae, Pool #906666, 6.50%, 12/1/2036		539,370		580,169
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		1,254,969		1,335,825
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		82,740		88,867
Freddie Mac, Pool #G11896, 4.50%, 1/1/2021		519,111		545,475
Freddie Mac, Pool #J04222, 5.00%, 1/1/2022		273,306		289,151
Freddie Mac, Pool #G18168, 5.00%, 2/1/2022		124,303		131,509
Freddie Mac, Pool #G18182, 5.50%, 5/1/2022		265,872		283,359
Freddie Mac, Pool #G12833, 4.50%, 9/1/2022		856,467		892,470

The accompanying notes are an integral part of the financial statements. 57

Investment Portfolio - October 31, 2009

Pro-Blend® Moderate Term Series	Principal Amount/ Shares		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #J06711, 5.00%, 1/1/2023	$	727,809	$	770,003
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		404,825		431,450
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023		388,806		404,725
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034		59,184		63,948
Freddie Mac, Pool #A52716, 6.50%, 10/1/2036		640,115		687,434
Freddie Mac, Pool #A62373, 5.00%, 6/1/2037		1,712,847		1,777,844
Freddie Mac, Pool #A82556, 5.50%, 10/1/2038		435,487		459,013
GNMA, Pool #286310, 9.00%, 2/15/2020		1,643		1,861
GNMA, Pool #288873, 9.50%, 8/15/2020		28		33
GNMA, Pool #550290, 6.50%, 8/15/2031		30,599		33,054
Total Mortgage-Backed Securities (Identified Cost $12,347,560)				13,195,119
Other Agencies - 7.57%
Fannie Mae, 4.875%, 5/18/2012		8,980,000		9,761,933
Fannie Mae, 1.75%, 8/10/2012		1,700,000		1,705,358
Fannie Mae, 6.25%, 5/15/2029		1,668,000		2,002,506
Fannie Mae, 7.25%, 5/15/2030		1,494,000		1,996,718
Fannie Mae, 6.625%, 11/15/2030		1,585,000		1,989,398
Federal Farm Credit Bank, 5.125%, 8/25/2016		2,275,000		2,507,717
Freddie Mac, 3.00%, 7/28/2014		1,960,000		2,004,253
Freddie Mac, 3.75%, 3/27/2019		7,490,000		7,494,164
Freddie Mac, 6.75%, 3/15/2031		1,545,000		1,965,415
Freddie Mac, 6.25%, 7/15/2032		1,625,000		1,977,128
Total Other Agencies (Identified Cost $32,643,093)				33,404,590
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $44,990,653)				46,599,709
SHORT-TERM INVESTMENTS - 3.56%
Dreyfus Cash Management, Inc. - Institutional Shares7 , 0.13%		4,717,783		4,717,783
U.S. Treasury Bill8 , 0.38%, 11/5/2009	$	5,000,000		4,999,917
U.S. Treasury Bill8 , 0.22%, 11/27/2009		6,000,000		5,999,393
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $15,717,093)				15,717,093
TOTAL INVESTMENTS - 99.70% (Identified Cost $423,285,601)				439,759,438
OTHER ASSETS, LESS LIABILITIES - 0.30%				1,301,600
NET ASSETS - 100%			$	441,061,038

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

Investment Portfolio - October 31, 2009

ADR - American Depository Receipt

BDR - Brazilian Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amounts to $7,128,194, or 1.62%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁴Security has been valued at fair value (see Note 2 to the financial statements).

⁵Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁶Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on October 13, 2009 at a cost of $102,139 ($87.00 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $100,965, or 0.02%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁷Rate shown is the current yield as of report date.

⁸Rate shown reflects the annualized yield at time of purchase.

The accompanying notes are an integral part of the financial statements. 59

Statement of Assets and Liabilities - Pro-Blend^® Moderate Term Series

October 31, 2009

ASSETS:
Investments, at value (identified cost $423,285,601) (Note 2)	$	439,759,438
Cash		589,731
Foreign currency, at value (cost $41,360)		41,907
Interest receivable		2,557,448
Receivable for fund shares sold		1,245,492
Dividends receivable		98,662
Foreign tax reclaims receivable		72,401
TOTAL ASSETS		444,365,079
LIABILITIES:
Accrued management fees (Note 3)		260,399
Accrued shareholder services fees (Class S) (Note 3)		82,164
Accrued fund accounting and transfer agent fees (Note 3)		20,671
Accrued Chief Compliance Officer service fees (Note 3)		412
Payable for securities purchased		2,182,395
Payable for fund shares repurchased		701,089
Audit fees payable		33,738
Other payables and accrued expenses		23,173
TOTAL LIABILITIES		3,304,041
TOTAL NET ASSETS	$	441,061,038
NET ASSETS CONSIST OF:
Capital stock	$	388,116
Additional paid-in-capital		443,029,934
Undistributed net investment income		3,037,303
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(21,875,808	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		16,481,493
TOTAL NET ASSETS	$	441,061,038
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($396,926,664/34,183,280 shares)	$	11.61
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($44,134,374/4,628,356 shares)	$	9.54

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

Statement of Operations - Pro-Blend^® Moderate Term Series

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $83,965)	$	2,614,176
Interest		5,039,529
Total Investment Income		7,653,705
EXPENSES:
Management fees (Note 3)		2,212,723
Shareholder services fees (Class S) (Note 3)		694,556
Fund accounting and transfer agent fees (Note 3)		187,799
Directors’ fees (Note 3)		12,300
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		31,800
Miscellaneous		117,118
Total Expenses		3,260,096
Less reduction of expenses (Note 3)		(53,332	)
Net Expenses		3,206,764
NET INVESTMENT INCOME		4,446,941
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on-
Investments		(13,722,120	)
Foreign currency and translation of other assets and liabilities		(9,685	)
		(13,731,805	)
Net change in unrealized appreciation (depreciation) on-
Investments		50,961,795
Foreign currency and translation of other assets and liabilities		18,060
		50,979,855
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		37,248,050
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	41,694,991

The accompanying notes are an integral part of the financial statements. 61

Statements of Changes in Net Assets - Pro-Blend^® Moderate Term Series

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	4,446,941		$	5,024,565
Net realized loss on investments and foreign currency		(13,731,805	)		(7,594,309	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		50,979,855			(56,881,976	)
Net increase (decrease) from operations		41,694,991			(59,451,720	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(4,470,282	)		(5,900,735	)
From net investment income (Class I)		(85,830	)		(2	)
From net realized gain on investments (Class S)		—			(27,806,987	)
Total distributions to shareholders		(4,556,112	)		(33,707,724	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		184,793,523			(67,097,277	)
Net increase (decrease) in net assets		221,932,402			(160,256,721	)
NET ASSETS:
Beginning of year		219,128,636			379,385,357
End of year (including undistributed net investment income of $3,037,303 and $3,137,475, respectively)	$	441,061,038		$	219,128,636

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

Financial Highlights - Pro-Blend^® Moderate Term Series - Class S

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$10.41	$14.18	$13.55	$12.75	$11.81
Income (loss) from investment operations:
Net investment income	0.161	0.23	0.24	0.20	0.11
Net realized and unrealized gain (loss) on investments	1.23	(2.75)	1.19	1.36	1.16
Total from investment operations	1.39	(2.52)	1.43	1.56	1.27
Less distributions to shareholders:
From net investment income	(0.19)	(0.23)	(0.23)	(0.14)	(0.11)
From net realized gain on investments	—	(1.02)	(0.57)	(0.62)	(0.22)
Total distributions to shareholders	(0.19)	(1.25)	(0.80)	(0.76)	(0.33)
Net asset value - End of year	$11.61	$10.41	$14.18	$13.55	$12.75
Net assets - End of year (000’s omitted)	$396,927	$218,807	$379,385	$297,096	$191,022
Total return2	13.65%	(19.28%)	10.91%	12.88%	10.94%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%	1.10%	1.11%	1.16%	1.20%
Net investment income	1.49%	1.74%	1.86%	1.75%	1.09%
Series portfolio turnover	58%	75%	78%	72%	77%
*The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees in some years. 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%	0.02%	N/A	N/A	0.01%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain years.

The accompanying notes are an integral part of the financial statements. 63

Financial Highlights - Pro-Blend^® Moderate Term Series - Class I

	For the Year    Ended 10/31/09	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	0.152	0.06
Net realized and unrealized gain (loss) on investments	1.02	(1.42)
Total from investment operations	1.17	(1.36)
Less distributions to shareholders:
From net investment income	(0.22)	(0.05)
Net asset value - End of period	$9.54	$8.59
Net assets - End of period (000’s omitted)	$44,134	$322
Total return3	14.11%	(13.64%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.85%	0.85%4
Net investment income	1.67%	1.47%4
Series portfolio turnover	58%	75%
*The investment advisor did not impose all or a portion of its management fees, CCO fees 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%	0.10%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the year.

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 or reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

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

Performance Update - Pro-Blend^® Extended Term Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class S2	15.47%	4.89%	6.38%	8.45%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class I2,3	15.82%	5.18%	6.71%	8.80%
Barclays Capital U.S.Aggregate Bond Index4,6	13.79%	5.05%	6.31%	6.16%
15%/40%/45% Blended Index4,5,6	16.25%	4.03%	3.70%	6.82%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S for the ten years ended October 31, 2009 to the Barclays Capital U.S. Aggregate Bond Index and a 15%/40%/45% Blended Index.

¹Performance numbers for the Series are calculated from October 12, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from October 31, 1993.

²The Series’performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares.The Series’performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 1.10% for Class S and 0.85% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for Class S and 0.85% for Class I for the year ended October 31, 2009.

³For periods prior to the inception of Class I on March 28, 2008, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - - Class S adjusted for expense differences.

⁴The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁵The 15%/40%/45% Blended Index is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶Because the Series’asset allocation will vary over time, the composition of the Series’portfolio may not match the composition of the comparative Indices’portfolios.

65

Shareholder Expense Example - Pro-Blend^® Extended Term Series (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 (May 1, 2009 to October 31, 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 5/1/09	Ending Account Value 10/31/09	Expenses Paid During Period* 5/1/09-10/31/09	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,144.70	$5.95	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$1,146.50	$4.60	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’total return would have been lower had certain expenses not been waived during the period.

66

Portfolio Composition - Pro-Blend^® Extended Term Series (unaudited)

As of October 31, 2009

Sector Allocation⁴

Information Technology	18.81%
Health Care	13.58%
Financials	10.59%
Consumer Discretionary	9.31%
Industrials	8.50%
Consumer Staples	6.99%
Energy	4.88%
Materials	4.05%
Utilities	0.58%
Telecommunication Services	0.49%

⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings⁵

Google, Inc. - Class A	3.04%
Microsoft Corp.	2.54%
Southwest Airlines Co.	2.24%
Cisco Systems, Inc.	2.00%
The Walt Disney Co.	1.95%
EMC Corp.	1.69%
Unilever plc - ADR (United Kingdom)	1.54%
United Parcel Service, Inc. - Class B	1.51%
Electronic Arts, Inc. (EA)	1.40%
Nokia Corp. - ADR (Finland)	1.39%

⁵As a percentage of total investments.

67

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS - 60.96%
Consumer Discretionary - 7.11%
Auto Components - 0.07%
Hankook Tire Co. Ltd. (South Korea)	15,560	$	301,395
WABCO Holdings, Inc.	4,810		114,093
			415,488
Automobiles - 0.07%
Bayerische Motoren Werke AG (BMW) (Germany)	3,410		167,085
Hyundai Motor Co. (South Korea)	2,080		192,650
Suzuki Motor Corp. (Japan)	2,500		62,073
			421,808
Diversified Consumer Services - 0.02%
Coinstar, Inc.*	3,410		108,233
Hotels, Restaurants & Leisure - 1.44%
Carnival Corp.*	171,255		4,986,946
Choice Hotels International, Inc.	3,230		96,318
Club Mediterranee S.A. (France)*	5,750		116,987
International Game Technology	201,250		3,590,300
			8,790,551
Household Durables - 0.70%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	38,100		100,273
Fortune Brands, Inc.	82,220		3,202,469
LG Electronics, Inc. (South Korea)	2,110		199,890
NVR, Inc.*	260		172,190
Rodobens Negocios Imobiliarios S.A. (Brazil)	55,370		578,028
			4,252,850
Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)	1,400		81,031
Media - 3.01%
Comcast Corp. - Class A	360,574		5,228,323
Grupo Televisa S.A. - ADR (Mexico)	9,660		187,017
Impresa-Sociedade Gestora de Participacoes S.A. (Portugal)*	32,800		65,647
The McGraw-Hill Companies, Inc.	8,740		251,537
Mediacom Communications Corp. - Class A*	26,740		127,817
Reed Elsevier plc - ADR (United Kingdom)	7,379		222,551
Societe Television Francaise 1 (France)	15,330		241,509
The Walt Disney Co.	433,070		11,853,126
Wolters Kluwer N.V. (Netherlands)	7,425		166,036
			18,343,563
Multiline Retail - 0.05%
Nordstrom, Inc.	6,620		210,384

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Multiline Retail (continued)
PPR (France)	1,200	$	131,318
			341,702
Specialty Retail - 1.66%
Dick’s Sporting Goods, Inc.*	11,610		263,431
Dufry South America Ltd. - BDR (Bermuda)	6,000		104,223
The Finish Line, Inc. - Class A	18,170		184,244
The Home Depot, Inc.	87,430		2,193,619
KOMERI Co. Ltd. (Japan)	3,900		109,182
Lowe’s Companies, Inc.	153,530		3,004,582
The Sherwin-Williams Co.	74,790		4,266,021
			10,125,302
Textiles, Apparel & Luxury Goods - 0.08%
Adidas AG (Germany)	2,580		119,601
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	1,575		163,756
True Religion Apparel, Inc.*	7,010		180,648
			464,005
Total Consumer Discretionary			43,344,533
Consumer Staples - 6.25%
Beverages - 0.09%
Diageo plc (United Kingdom)	8,825		144,261
Heineken N.V. (Netherlands)	4,270		189,241
Kirin Holdings Co. Ltd. (Japan)	12,000		199,567
			533,069
Food & Staples Retailing - 0.25%
BJ’s Wholesale Club, Inc.*	6,100		213,683
Carrefour S.A. (France)	18,440		794,306
Casino Guichard-Perrachon S.A. (France)	1,710		136,345
Tesco plc (United Kingdom)	59,540		398,064
			1,542,398
Food Products - 5.85%
Cadbury plc (United Kingdom)	54,040		683,383
Danone S.A. (France)	4,100		247,113
Dean Foods Co.*	270,920		4,938,872
Flowers Foods, Inc.	8,020		187,347
General Mills, Inc.	94,370		6,220,870
Kellogg Co.	108,920		5,613,737
Nestle S.A. (Switzerland)	177,070		8,253,716
Sanderson Farms, Inc.	1,850		67,691
Suedzucker AG (Germany)	4,250		87,938

The accompanying notes are an integral part of the financial statements. 69

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)	313,055	$	9,338,431
			35,639,098
Household Products - 0.04%
Kao Corp. (Japan)	3,000		67,655
Reckitt Benckiser Group plc (United Kingdom)	4,125		205,475
			273,130
Personal Products - 0.02%
Alberto-Culver Co.	5,390		144,560
Total Consumer Staples			38,132,255
Energy - 3.83%
Energy Equipment & Services - 2.59%
Baker Hughes, Inc.	170,470		7,171,673
Calfrac Well Services Ltd. (Canada)	15,090		239,030
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	11,395		226,471
Dril-Quip, Inc.*	2,000		97,180
Trican Well Service Ltd. (Canada)	35,980		420,967
Weatherford International Ltd. (Switzerland)*	434,280		7,612,928
			15,768,249
Oil, Gas & Consumable Fuels - 1.24%
BP plc (United Kingdom)	13,825		129,857
Cameco Corp. (Canada)	5,360		145,846
Forest Oil Corp.*	1,900		37,240
Hess Corp.	115,770		6,337,250
Mariner Energy, Inc.*	2,589		32,984
Royal Dutch Shell plc - Class B - ADR (Netherlands)	4,490		261,138
Royal Dutch Shell plc - Class B (Netherlands)	4,679		135,158
Talisman Energy, Inc. (Canada)	12,780		218,030
Total S.A. (France)	2,700		161,461
Uranium One, Inc. (Canada)*	43,360		123,021
			7,581,985
Total Energy			23,350,234
Financials - 4.54%
Capital Markets - 1.86%
Bank of New York Mellon Corp.1	221,800		5,913,188
Credit Suisse Group AG - ADR (Switzerland)	3,190		170,027
Daiwa Securities Group, Inc. (Japan)	6,000		32,728
Federated Investors, Inc. - Class B	31,450		825,563
GAM Holding Ltd. (Switzerland)	28,530		349,568

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc.	1,810	$	308,008
Legg Mason, Inc.	10,900		317,299
Northern Trust Corp.	3,960		198,990
SEI Investments Co.	178,770		3,123,112
State Street Corp.	2,290		96,134
			11,334,617
Commercial Banks - 0.39%
BNP Paribas (France)	1,550		117,360
The Chugoku Bank Ltd. (Japan)	10,000		137,088
Commerzbank AG (Germany)*	4,775		49,893
Credit Agricole S.A. (France)	3,800		73,287
First Commonwealth Financial Corp.	59,640		313,110
The Hachijuni Bank Ltd. (Japan)	18,000		108,582
HSBC Holdings plc - ADR (United Kingdom)	6,672		369,562
ICICI Bank Ltd. - ADR (India)	8,780		276,131
KeyCorp.	51,180		275,860
Mitsubishi UFJ Financial Group, Inc. (Japan)	12,000		65,989
Societe Generale - ADR (France)2	12,410		174,360
The Sumitomo Trust & Banking Co. Ltd. (Japan)	18,000		97,384
Wilmington Trust Corp.	28,830		347,402
			2,406,008
Consumer Finance - 1.14%
American Express Co.	196,400		6,842,576
Discover Financial Services	9,720		137,441
			6,980,017
Diversified Financial Services - 0.29%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	5,180		270,583
ING Groep N.V. (Netherlands)*	4,650		61,151
JPMorgan Chase & Co.	15,485		646,808
Moody’s Corp.	32,320		765,338
			1,743,880
Insurance - 0.53%
Allianz SE (Germany)	8,470		972,758
Amil Participacoes S.A. (Brazil)	42,400		240,690
AXA S.A. (France)	4,550		113,932
Brown & Brown, Inc.	10,000		183,700
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	2,275		360,379
Principal Financial Group, Inc.	5,770		144,481
The Progressive Corp.*	41,500		664,000

The accompanying notes are an integral part of the financial statements. 71

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
Willis Group Holdings Ltd. (United Kingdom)	19,405	$	523,935
			3,203,875
Real Estate Investment Trusts (REITS) - 0.15%
Alstria Office REIT AG (Germany)	16,120		178,397
American Campus Communities, Inc.	4,100		110,782
Corporate Office Properties Trust	15,180		503,824
Home Properties, Inc.	2,980		116,756
			909,759
Thrifts & Mortgage Finance - 0.18%
Aareal Bank AG (Germany)*	8,265		179,042
First Niagara Financial Group, Inc.	34,840		447,346
NewAlliance Bancshares, Inc.	23,580		261,266
People’s United Financial, Inc.	13,110		210,153
			1,097,807
Total Financials			27,675,963
Health Care - 12.71%
Biotechnology - 1.17%
Celera Corp.*	161,030		996,776
Genzyme Corp.*	121,089		6,127,103
			7,123,879
Health Care Equipment & Supplies - 3.18%
Abaxis, Inc.*	11,720		267,451
Becton, Dickinson and Co.	94,240		6,442,246
Cochlear Ltd. (Australia)	9,710		560,261
Conmed Corp.*	23,000		487,370
Covidien plc (Ireland)	44,780		1,886,134
DENTSPLY International, Inc.	22,990		757,750
DexCom, Inc.*	156,455		1,073,281
Gen-Probe, Inc.*	21,000		876,120
Hologic, Inc.*	25,310		374,082
Inverness Medical Innovations, Inc.*	37,230		1,415,112
Micrus Endovascular Corp.*	14,300		169,026
Mindray Medical International Ltd. - ADR (China)	28,250		868,123
Nobel Biocare Holding AG (Switzerland)	21,340		607,397
OraSure Technologies, Inc.*	154,150		502,529
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	132,000		469,227
Sirona Dental Systems, Inc.*	20,810		559,997
Straumann Holding AG (Switzerland)	3,845		929,486

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Synthes, Inc	4,010	$	476,869
Zoll Medical Corp.*	34,220		664,552
			19,387,013
Health Care Providers & Services - 2.31%
Aetna, Inc	30,880		803,806
Bio-Reference Laboratories, Inc.*	13,320		430,636
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	125,000		104,712
CIGNA Corp	28,370		789,821
Diagnosticos da America S.A. (Brazil)*	34,560		852,425
Quest Diagnostics, Inc	125,650		7,027,604
Sonic Healthcare Ltd. (Australia)	126,060		1,590,885
UnitedHealth Group, Inc	30,090		780,835
VCA Antech, Inc.*	37,880		902,302
WellPoint, Inc.*	17,820		833,263
			14,116,289
Health Care Technology - 0.76%
Allscripts - Misys Healthcare Solutions, Inc.*	24,200		471,900
Cerner Corp.*	35,613		2,708,013
Eclipsys Corp.*	79,110		1,483,312
			4,663,225
Life Sciences Tools & Services - 2.99%
Caliper Life Sciences, Inc.*	102,285		226,050
ICON plc - ADR (Ireland)*	28,690		708,643
Lonza Group AG (Switzerland)	25,904		2,018,740
Millipore Corp.*	63,340		4,244,413
PerkinElmer, Inc	304,715		5,670,746
Thermo Fisher Scientific, Inc.*	118,820		5,346,900
			18,215,492
Pharmaceuticals - 2.30%
AstraZeneca plc - ADR (United Kingdom)	2,475		111,152
AstraZeneca plc (United Kingdom)	1,450		65,255
Bayer AG (Germany)	6,775		470,903
GlaxoSmithKline plc (United Kingdom)	9,025		185,154
Johnson & Johnson	100,900		5,958,145
Novartis AG - ADR (Switzerland)	132,290		6,872,465
Sanofi - Aventis S.A. (France)	1,250		91,509
Shire plc (United Kingdom)	11,175		196,616

The accompanying notes are an integral part of the financial statements. 73

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan)	1,700	$	68,933
			14,020,132
Total Health Care			77,526,030
Industrials - 5.65%
Aerospace & Defense - 0.04%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	13,550		274,387
Air Freight & Logistics - 2.55%
FedEx Corp	83,570		6,074,703
TNT N.V. (Netherlands)	10,244		272,566
United Parcel Service, Inc. - Class B	171,255		9,192,969
			15,540,238
Airlines - 2.36%
AirTran Holdings, Inc.*	66,430		280,999
Deutsche Lufthansa AG (Germany)	11,325		174,997
Ryanair Holdings plc - ADR (Ireland)*	7,860		214,342
Singapore Airlines Ltd. (Singapore)	11,000		106,739
Southwest Airlines Co	1,618,670		13,596,828
			14,373,905
Building Products - 0.02%
Owens Corning*	6,560		145,042
Commercial Services & Supplies - 0.09%
Tomra Systems ASA (Norway)	103,630		523,046
Electrical Equipment - 0.13%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	17,060		316,122
Alstom S.A. (France)	2,160		150,435
Gamesa Corporacion Tecnologica S.A. (Spain)	6,450		118,462
Nexans S.A. (France)	830		58,887
Schneider Electric S.A. (France)	1,520		158,842
			802,748
Industrial Conglomerates - 0.20%
Siemens AG (Germany)	12,180		1,101,830
Sonae (Portugal)	61,250		80,674
Sonae Capital S.A. (SGPS) (Portugal)*	7,657		10,029
			1,192,533
Machinery - 0.09%
FANUC Ltd. (Japan)	1,000		85,652
Lindsay Corp	3,690		121,143

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Machinery (continued)
MAN SE (Germany)	1,860	$	153,232
Wabtec Corp	4,400		161,744
			521,771
Professional Services - 0.09%
Equifax, Inc	8,200		224,516
Experian plc (Ireland)	38,890		356,801
			581,317
Road & Rail - 0.08%
All America Latina Logistica S.A. (Brazil)	48,450		355,619
Kansas City Southern*	4,620		111,943
			467,562
Total Industrials			34,422,549
Information Technology - 18.11%
Communications Equipment - 4.40%
Alcatel-Lucent - ADR (France)*	148,320		547,301
Blue Coat Systems, Inc.*	39,710		884,739
Cisco Systems, Inc.*	531,540		12,145,689
Infinera Corp.*	85,000		631,550
Juniper Networks, Inc.*	139,340		3,554,563
Nokia Corp. - ADR (Finland)	671,703		8,470,175
Riverbed Technology, Inc.*	28,740		588,883
			26,822,900
Computers & Peripherals - 1.69%
Diebold, Inc	1,560		47,174
EMC Corp.*	622,870		10,258,669
			10,305,843
Electronic Equipment, Instruments & Components - 0.13%
Cogent, Inc.*	50,540		487,711
KEYENCE Corp. (Japan)	363		73,475
LoJack Corp.*	54,015		227,943
			789,129
Internet Software & Services - 3.17%
comScore, Inc.*	38,000		582,540
Google, Inc. - Class A*	34,440		18,463,973
Vocus, Inc.*	15,610		282,541
			19,329,054
IT Services - 1.75%
Accenture plc - Class A (Ireland)	13,490		500,209

The accompanying notes are an integral part of the financial statements. 75

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
Amdocs Ltd. (Guernsey)*	34,600	$	871,920
Automatic Data Processing, Inc	167,954		6,684,569
Cap Gemini S.A. (France)	9,880		459,606
Companhia Brasileira de Meios de Pagamento (Brazil)	62,360		573,828
Online Resources Corp.*	52,480		275,520
Paychex, Inc	13,885		394,473
Redecard S.A. (Brazil)	32,300		474,159
The Western Union Co	24,160		438,987
			10,673,271
Semiconductors & Semiconductor Equipment - 0.28%
Advantest Corp. (Japan)	11,500		263,178
Hynix Semiconductor, Inc. (South Korea)*	4,490		68,551
KLA-Tencor Corp	5,360		174,254
Lam Research Corp.*	12,870		433,976
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	14,282		136,250
Tokyo Electron Ltd. (Japan)	10,900		634,517
			1,710,726
Software - 6.69%
Autodesk, Inc.*	310,665		7,744,879
DemandTec, Inc.*	12,670		111,369
Electronic Arts, Inc. (EA)*	466,880		8,515,891
Intuit, Inc.*	12,170		353,782
Microsoft Corp	556,560		15,433,409
Misys plc (United Kingdom)*	55,900		190,006
Net 1 UEPS Technologies, Inc. (South Africa)*	18,000		314,820
SAP AG - ADR (Germany)	144,500		6,541,515
SAP AG (Germany)	5,200		235,699
Shanda Interactive Entertainment Ltd. - ADR (China)*	5,820		254,218
Square Enix Holdings Co. Ltd. (Japan)	4,600		116,258
Temenos Group AG (Switzerland)*	22,000		503,948
TIBCO Software, Inc.*	30,260		264,775
UbiSoft Entertainment S.A. (France)*	14,770		233,665
			40,814,234
Total Information Technology			110,445,157
Materials - 2.32%
Chemicals - 1.40%
Arkema S.A. (France)	67		2,569
Calgon Carbon Corp.*	17,075		270,468
Johnson Matthey plc (United Kingdom)	6,390		148,085

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Monsanto Co	119,320	$	8,015,918
The Scotts Miracle-Gro Co. - Class A	2,670		108,455
			8,545,495
Containers & Packaging - 0.02%
Bemis Co., Inc	5,000		129,150
Paper & Forest Products - 0.90%
Norbord, Inc. (Canada)	4,854		66,796
Weyerhaeuser Co	148,700		5,403,758
			5,470,554
Total Materials			14,145,199
Telecommunication Services - 0.27%
Diversified Telecommunication Services - 0.07%
France Telecom S.A. (France)	7,800		193,534
Hutchison Telecommunications Hong Kong Holdings Ltd. (Hong Kong)	105,000		18,290
Swisscom AG - ADR (Switzerland)2	5,650		203,117
			414,941
Wireless Telecommunication Services - 0.20%
American Tower Corp. - Class A*	5,810		213,924
Crown Castle International Corp.*	13,120		396,486
Hutchison Telecommunications International Ltd. (Hong Kong)	105,000		21,271
SBA Communications Corp. - Class A*	13,680		385,913
SK Telecom Co. Ltd. - ADR (South Korea)	11,830		197,679
			1,215,273
Total Telecommunication Services			1,630,214
Utilities - 0.17%
Electric Utilities - 0.06%
E.ON AG (Germany)	9,900		380,114
Independent Power Producers & Energy Traders - 0.03%
Mirant Corp.*	6,150		85,977
RRI Energy, Inc.*	18,780		98,970
			184,947
Multi-Utilities - 0.04%
GDF Suez (France)	2,457		103,069
National Grid plc (United Kingdom)	15,275		152,051
			255,120

The accompanying notes are an integral part of the financial statements. 77

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Shares/ Principal Amount		Value (Note 2)
COMMON STOCKS (continued)
Utilities (continued)
Water Utilities - 0.04%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		11,480	$	202,021
Total Utilities				1,022,202
TOTAL COMMON STOCKS (Identified Cost $363,221,687)				371,694,336
PREFERRED STOCKS - 0.32%
Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany)		3,800		173,136
Financials - 0.29%
Commercial Banks - 0.14%
PNC Financial Services Group, Inc., Series K		355,000		355,953
Wells Fargo & Co., Series K		505,000		472,806
				828,759
Diversified Financial Services - 0.15%
Bank of America Corp., Series K		510,000		458,633
JPMorgan Chase & Co., Series 1		465,000		467,571
				926,204
Total Financials				1,754,963
TOTAL PREFERRED STOCKS (Identified Cost $1,888,259)				1,928,099
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		880
CORPORATE BONDS - 16.32%
Convertible Corporate Bonds - 0.35%
Consumer Discretionary - 0.05%
Hotels, Restaurants & Leisure - 0.05%
Carnival Corp. (Panama), 2.00%, 4/15/2021	$	315,000		327,600
Consumer Staples - 0.02%
Beverages - 0.02%
Central European Distribution Corp., 3.00%, 3/15/2013		150,000		123,000

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Convertible Corporate Bonds (continued)
Health Care - 0.12%
Biotechnology - 0.10%
Amgen, Inc., 0.375%, 2/1/2013	$	635,000	$	624,681
Health Care Equipment & Supplies - 0.02%
Medtronic, Inc., 1.625%, 4/15/2013		140,000		136,150
Total Health Care				760,831
Industrials - 0.09%
Airlines - 0.09%
AirTran Holdings, Inc., 5.25%, 11/1/2016		125,000		118,125
JetBlue Airways Corp., 3.75%, 3/15/2035		420,000		413,175
Total Industrials				531,300
Information Technology - 0.07%
Computers & Peripherals - 0.07%
EMC Corp., 1.75%, 12/1/2013		335,000		402,000
Total Convertible Corporate Bonds (Identified Cost $2,189,703)				2,144,731
Non-Convertible Corporate Bonds - 15.97%
Consumer Discretionary - 2.12%
Diversified Consumer Services - 0.02%
Affinion Group, Inc., 11.50%, 10/15/2015		150,000		156,750
Hotels, Restaurants & Leisure - 0.69%
International Game Technology, 7.50%, 6/15/2019		710,000		784,697
McDonald’s Corp., 5.80%, 10/15/2017		620,000		695,125
McDonald’s Corp., 6.30%, 10/15/2037		690,000		776,869
Pinnacle Entertainment, Inc., 7.50%, 6/15/2015		795,000		715,500
Scientific Games Corp.3 , 7.875%, 6/15/2016		370,000		362,600
Scientific Games International, Inc.3,4 , 9.25%, 6/15/2019		210,000		218,400
Wendy’s - Arby’s Restaurants LLC3 , 10.00%, 7/15/2016 .		370,000		394,050
Yonkers Racing Corp.3 , 11.375%, 7/15/2016		245,000		254,800
				4,202,041
Household Durables - 0.15%
Fortune Brands, Inc., 5.375%, 1/15/2016		765,000		771,669
Jarden Corp., 7.50%, 5/1/2017		125,000		123,125
				894,794
Media - 0.77%
Cablevision Systems Corp.3 , 8.625%, 9/15/2017		795,000		822,825
Cinemark USA, Inc.3 , 8.63%, 6/15/2019		245,000		253,575
Comcast Corp., 6.50%, 11/15/2035		670,000		693,490
Comcast Corp., 6.95%, 8/15/2037		355,000		387,221

The accompanying notes are an integral part of the financial statements. 79

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Interpublic Group of Companies, Inc., 10.00%, 7/15/2017	$	185,000	$	198,875
MDC Partners, Inc. (Canada)3 , 11.00%, 11/1/2016		135,000		135,169
Mediacom LLC - Mediacom Capital Corp.3 , 9.125%, 8/15/2019		245,000		252,962
Time Warner, Inc., 7.625%, 4/15/2031		500,000		559,198
UPC Holding B.V. (Netherlands)3 , 9.875%, 4/15/2018		125,000		132,188
Virgin Media Finance plc, Series 1, (United Kingdom), 9.50%, 8/15/2016		370,000		391,275
The Walt Disney Co., Series B, 7.00%, 3/1/2032		380,000		461,473
WMG Acquisition Corp.3 , 9.50%, 6/15/2016		125,000		133,438
XM Satellite Radio, Inc.3 , 11.25%, 6/15/2013		245,000		257,250
				4,678,939
Multiline Retail - 0.12%
Target Corp., 6.00%, 1/15/2018		655,000		735,243
Specialty Retail - 0.23%
The Home Depot, Inc., 5.40%, 3/1/2016		745,000		786,229
Lowe’s Companies, Inc., 6.10%, 9/15/2017		575,000		644,956
				1,431,185
Textiles, Apparel & Luxury Goods - 0.14%
Jones Apparel Group, Inc., 6.125%, 11/15/2034		245,000		196,000
Levi Strauss & Co., 8.875%, 4/1/2016		125,000		127,500
VF Corp., 5.95%, 11/1/2017		490,000		530,753
				854,253
Total Consumer Discretionary				12,953,205
Consumer Staples - 0.67%
Beverages - 0.29%
The Coca - Cola Co., 5.35%, 11/15/2017		630,000		684,761
Constellation Brands, Inc., 8.375%, 12/15/2014		370,000		390,350
Pepsico, Inc., 5.00%, 6/1/2018		620,000		660,382
				1,735,493
Food & Staples Retailing - 0.14%
The Kroger Co., 6.75%, 4/15/2012		605,000		663,150
Rite Aid Corp., 9.75%, 6/12/2016		185,000		199,800
				862,950
Food Products - 0.24%
Dole Food Co., Inc.3 , 8.00%, 10/1/2016		125,000		126,562
General Mills, Inc., 5.65%, 2/15/2019		585,000		631,389

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products (continued)
Kraft Foods, Inc., 6.125%, 2/1/2018	$	665,000	$	704,830
				1,462,781
Total Consumer Staples				4,061,224
Energy - 1.04%
Energy Equipment & Services - 0.40%
Baker Hughes, Inc., 7.50%, 11/15/2018		580,000		703,621
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		425,000		420,750
Complete Production Services, Inc., 8.00%, 12/15/2016		185,000		175,288
Hercules Offshore, Inc.3, 10.50%, 10/15/2017		125,000		124,688
Hornbeck Offshore Services, Inc.3, 8.00%, 9/1/2017		250,000		247,500
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		620,000		767,585
				2,439,432
Oil, Gas & Consumable Fuels - 0.64%
Alon Refining Krotz Springs, Inc.3, 13.50%, 10/15/2014		250,000		236,250
Anadarko Petroleum Corp., 5.95%, 9/15/2016		345,000		370,012
Apache Corp., 6.90%, 9/15/2018		600,000		709,558
Arch Coal, Inc.3, 8.75%, 8/1/2016		185,000		189,625
Arch Western Finance LLC, 6.75%, 7/1/2013		690,000		665,850
Chesapeake Energy Corp., 6.875%, 1/15/2016		185,000		178,525
Encore Acquisition Co., 7.25%, 12/1/2017		245,000		233,975
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)3, 11.75%, 5/27/2014		125,000		131,875
Plains Exploration & Production Co., 8.625%, 10/15/2019		670,000		671,675
Tesoro Corp., 9.75%, 6/1/2019		370,000		380,175
Whiting Petroleum Corp., 7.00%, 2/1/2014		125,000		124,531
				3,892,051
Total Energy				6,331,483
Financials - 5.74%
Capital Markets - 2.02%
Goldman Sachs Capital I, 6.345%, 2/15/2034		750,000		710,464
Goldman Sachs Capital II, 5.793%, 12/29/2049		630,000		468,562
The Goldman Sachs Group, Inc.5, 3.25%, 6/15/2012		9,123,000		9,535,953
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		690,000		735,274
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		255,000		241,031

The accompanying notes are an integral part of the financial statements. 81

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Morgan Stanley, 5.55%, 4/27/2017	$	635,000	$	639,097
				12,330,381
Commercial Banks - 1.14%
HSBC Finance Corp., 7.00%, 5/15/2012		700,000		761,949
HSBC Finance Corp., 6.375%, 11/27/2012		240,000		260,899
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		845,000		875,489
PNC Bank National Association, 5.25%, 1/15/2017		1,035,000		1,041,636
U.S. Bank National Association, 6.375%, 8/1/2011		575,000		620,747
U.S. Bank National Association, 6.30%, 2/4/2014		555,000		622,860
Wachovia Corp., 5.25%, 8/1/2014		650,000		675,671
Wells Fargo & Co.5, 3.00%, 12/9/2011		2,010,000		2,086,706
				6,945,957
Consumer Finance - 0.32%
American Express Co., 8.125%, 5/20/2019		680,000		813,774
American Express Co., 6.80%, 9/1/2066		555,000		482,850
SLM Corp., 4.00%, 1/15/2010		670,000		668,955
				1,965,579
Diversified Financial Services - 2.13%
Bank of America Corp.5, 3.125%, 6/15/2012		6,102,000		6,353,927
Bank of America Corp., 5.75%, 8/15/2016		685,000		686,618
Bank of America Corp., Series L, 7.625%, 6/1/2019		690,000		796,198
Citigroup Funding, Inc.5, 1.875%, 10/22/2012		3,892,000		3,904,988
JPMorgan Chase & Co.5, 3.125%, 12/1/2011		1,195,000		1,243,750
				12,985,481
Insurance - 0.09%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		980,000		245,562
American International Group, Inc., 4.25%, 5/15/2013		345,000		290,347
				535,909
Real Estate Investment Trusts (REITS) - 0.04%
Felcor Lodging LP3, 10.00%, 10/1/2014		245,000		241,938
Total Financials				35,005,245
Health Care - 0.71%
Health Care Equipment & Supplies - 0.31%
Becton, Dickinson and Co., 6.00%, 5/15/2039		695,000		749,714
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		245,000		249,287
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016		185,000		182,225

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016	$	714,000	$	724,710
				1,905,936
Health Care Providers & Services - 0.16%
HCA, Inc.3, 7.875%, 2/15/2020		795,000		818,850
Health Management Associates, Inc., 6.125%, 4/15/2016		185,000		171,125
				989,975
Pharmaceuticals - 0.24%
Johnson & Johnson, 5.95%, 8/15/2037		565,000		633,148
Wyeth, 6.50%, 2/1/2034		700,000		809,602
				1,442,750
Total Health Care				4,338,661
Industrials - 2.74%
Aerospace & Defense - 0.27%
The Boeing Co., 6.00%, 3/15/2019		625,000		693,434
GeoEye, Inc.3, 9.625%, 10/1/2015		250,000		258,125
Honeywell International, Inc., 5.30%, 3/1/2018		660,000		709,081
				1,660,640
Air Freight & Logistics - 0.12%
United Parcel Service, Inc., 6.20%, 1/15/2038		645,000		727,354
Airlines - 0.54%
AirTran Airways, Inc.4,6, 10.41%, 4/1/2017		167,716		144,236
Delta Air Lines, Inc.3, 9.50%, 9/15/2014		795,000		810,900
Southwest Airlines Co., 5.25%, 10/1/2014		750,000		755,765
Southwest Airlines Co., 5.75%, 12/15/2016		1,580,000		1,565,189
				3,276,090
Building Products - 0.08%
Owens Corning, 9.00%, 6/15/2019		185,000		200,704
USG Corp.3, 9.75%, 8/1/2014		185,000		194,250
USG Corp., 6.30%, 11/15/2016		125,000		107,500
				502,454
Commercial Services & Supplies - 0.21%
ACCO Brands Corp.3, 10.625%, 3/15/2015		250,000		267,500
Corrections Corp. of America, 6.25%, 3/15/2013		245,000		243,775
Waste Management, Inc., 7.375%, 3/11/2019		645,000		751,969
				1,263,244

The accompanying notes are an integral part of the financial statements. 83

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Industrial Conglomerates - 0.93%
General Electric Capital Corp.5, 3.00%, 12/9/2011	$	2,630,000	$	2,729,254
General Electric Capital Corp., 6.375%, 11/15/2067		550,000		477,125
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		680,000		714,689
General Electric Co., 5.25%, 12/6/2017		765,000		795,862
Textron, Inc., 7.25%, 10/1/2019		940,000		957,320
				5,674,250
Machinery - 0.29%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		620,000		718,053
John Deere Capital Corp., 5.50%, 4/13/2017		275,000		297,233
John Deere Capital Corp., 5.75%, 9/10/2018		700,000		762,626
				1,777,912
Road & Rail - 0.30%
CSX Corp., 6.00%, 10/1/2036		845,000		851,714
RailAmerica, Inc.3, 9.25%, 7/1/2017		245,000		256,025
Union Pacific Corp., 5.65%, 5/1/2017		700,000		743,823
				1,851,562
Total Industrials				16,733,506
Information Technology - 0.59%
Communications Equipment - 0.22%
Cisco Systems, Inc., 5.90%, 2/15/2039		635,000		675,541
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		650,000		661,375
				1,336,916
Computers & Peripherals - 0.13%
International Business Machines Corp., 8.00%, 10/15/2038		560,000		764,673
Electronic Equipment, Instruments & Components - 0.13%
Corning, Inc., 6.20%, 3/15/2016		720,000		779,190
Software - 0.11%
Microsoft Corp., 5.20%, 6/1/2039		690,000		689,966
Total Information Technology				3,570,745
Materials - 1.72%
Chemicals - 0.14%
E. I. du Pont de Nemours & Co., 6.00%, 7/15/2018		630,000		707,470
Terra Capital, Inc.3, 7.75%, 11/1/2019		125,000		125,625
				833,095

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.12%
Ball Corp., 6.625%, 3/15/2018	$	245,000	$	240,712
Cascades, Inc. (Canada), 7.25%, 2/15/2013		185,000		180,838
Reynolds Group DL Escrow, Inc. - Reynolds Group Escrow LLC3, 7.75%, 10/15/2016		350,000		348,250
				769,800
Metals & Mining - 0.82%
Alcoa, Inc., 5.72%, 2/23/2019		3,122,000		2,997,773
Alcoa, Inc., 5.87%, 2/23/2022		405,000		374,210
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		600,000		689,159
Teck Resources Ltd. (Canada), 10.25%, 5/15/2016		370,000		426,425
Teck Resources Ltd. (Canada), 10.75%, 5/15/2019		425,000		495,125
				4,982,692
Paper & Forest Products - 0.64%
Georgia-Pacific LLC3, 8.25%, 5/1/2016		425,000		450,500
Georgia-Pacific LLC3, 7.125%, 1/15/2017		370,000		373,700
International Paper Co., 9.375%, 5/15/2019		2,562,000		3,101,526
				3,925,726
Total Materials				10,511,313
Telecommunication Services - 0.23%
Diversified Telecommunication Services - 0.14%
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)3, 8.875%, 1/15/2015		185,000		185,694
Telesat - Telesat LLC (Canada), 11.00%, 11/1/2015		370,000		401,450
Wind Acquisition Finance S.A. (Luxembourg)3, 11.75%, 7/15/2017		245,000		276,850
				863,994
Wireless Telecommunication Services - 0.09%
CC Holdings GS V LLC - Crown Castle GS III Corp.3, 7.75%, 5/1/2017		125,000		131,250
SBA Telecommunications, Inc.3, 8.00%, 8/15/2016		370,000		382,950
				514,200
Total Telecommunication Services				1,378,194
Utilities - 0.41%
Electric Utilities - 0.25%
Exelon Generation Co. LLC, 5.35%, 1/15/2014		770,000		817,729

The accompanying notes are an integral part of the financial statements. 85

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount/ Shares		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Electric Utilities (continued)
Southwestern Electric Power Co., 6.45%, 1/15/2019	$	660,000	$	715,024
				1,532,753
Gas Utilities - 0.04%
Ferrellgas Partners LP3, 9.125%, 10/1/2017		245,000		256,025
Independent Power Producers & Energy Traders - 0.09%
Mirant Americas Generation LLC, 9.125%, 5/1/2031		370,000		304,787
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.3, 10.875%, 6/1/2016		250,000		260,000
				564,787
Multi-Utilities - 0.03%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		135,000		152,245
Total Utilities				2,505,810
Total Non-Convertible Corporate Bonds (Identified Cost $93,820,966)				97,389,386
TOTAL CORPORATE BONDS (Identified Cost $96,010,669)				99,534,117
MUTUAL FUNDS - 0.92%
Financial Select Sector SPDR Fund		27,850		390,457
iShares iBoxx High Yield Corporate Bond Fund		20,991		1,788,013
iShares iBoxx Investment Grade Corporate Bond Fund		24,403		2,578,909
SPDR Barclays Capital High Yield Bond ETF		22,350		849,077
TOTAL MUTUAL FUNDS (Identified Cost $5,122,058)				5,606,456
U.S. TREASURY SECURITIES - 12.52%
U.S. Treasury Bonds - 3.25%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	8,050,000		9,413,469
U.S. Treasury Bond, 5.375%, 2/15/2031		8,924,000		10,369,964
Total U.S. Treasury Bonds (Identified Cost $19,468,421)				19,783,433
U.S. Treasury Notes - 9.27%
U.S. Treasury Note, 1.875%, 2/28/2014		7,450,000		7,397,619
U.S. Treasury Note, 2.625%, 6/30/2014		21,680,000		22,094,977
U.S. Treasury Note, 2.375%, 8/31/2014		12,500,000		12,563,475
U.S. Treasury Note, 4.00%, 8/15/2018		10,150,000		10,674,156

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

Investment Portfolio - October 31, 2009

Pro-Blend® Extended Term Series	Principal Amount		Value (Note 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Notes (continued)
U.S. Treasury Note, 2.75%, 2/15/2019	$	4,000,000	$	3,801,248
Total U.S. Treasury Notes (Identified Cost $56,245,227)				56,531,475
TOTAL U.S. TREASURY SECURITIES (Identified Cost $75,713,648)				76,314,908
ASSET-BACKED SECURITIES - 0.08%
Hertz Vehicle Financing LLC, Series 2009-2A, Class A23, 5.29%, 3/25/2016 (Identified Cost $469,972)		470,000		473,240
U.S. GOVERNMENT AGENCIES - 6.27%
Mortgage-Backed Securities - 3.50%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		1,015		1,093
Fannie Mae, Pool #252210, 6.50%, 2/1/2019		8,644		9,302
Fannie Mae, Pool #725793, 5.50%, 9/1/2019		238,511		256,546
Fannie Mae, Pool #844917, 4.50%, 11/1/2020		277,630		291,817
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		218,364		229,522
Fannie Mae, Pool #813954, 4.50%, 12/1/2020		207,118		217,701
Fannie Mae, Pool #864435, 4.50%, 12/1/2020		116,280		122,222
Fannie Mae, Pool #837190, 5.00%, 12/1/2020		60,904		64,709
Fannie Mae, Pool #909732, 5.00%, 2/1/2022		73,709		77,820
Fannie Mae, Pool #912520, 5.00%, 2/1/2022		776,087		822,159
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		5,066,901		5,154,862
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		543,019		584,094
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		1,951,599		2,077,338
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		227,535		244,384
Freddie Mac, Pool #G11896, 4.50%, 1/1/2021		843,713		886,563
Freddie Mac, Pool #G12419, 5.00%, 10/1/2021		429,581		455,559
Freddie Mac, Pool #G18156, 5.00%, 12/1/2021		108,960		115,549
Freddie Mac, Pool #G18168, 5.00%, 2/1/2022		158,869		168,079
Freddie Mac, Pool #G18182, 5.50%, 5/1/2022		420,396		448,046
Freddie Mac, Pool #G12833, 4.50%, 9/1/2022		1,329,529		1,385,417
Freddie Mac, Pool #J06711, 5.00%, 1/1/2023		1,130,104		1,195,621
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		628,066		669,374
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023		793,602		826,094
Freddie Mac, Pool #A22067, 6.50%, 5/1/2034		170,979		184,420
Freddie Mac, Pool #A52716, 6.50%, 10/1/2036		1,017,354		1,092,559
Freddie Mac, Pool #A62373, 5.00%, 6/1/2037		2,664,265		2,765,367
Freddie Mac, Pool #A82556, 5.50%, 10/1/2038		839,867		885,239

The accompanying notes are an integral part of the financial statements. 87

Investment Portfolio - October 31, 2009

	Principal Amount/ Shares
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
GNMA, Pool #631703, 6.50%, 9/15/2034	$	93,817	$	100,024
Total Mortgage-Backed Securities (Identified Cost $19,956,962)				21,331,480
Other Agencies - 2.77%
Fannie Mae, 6.25%, 5/15/2029		2,516,000		3,020,566
Fannie Mae, 7.25%, 5/15/2030		2,260,000		3,020,469
Fannie Mae, 6.625%, 11/15/2030		2,402,000		3,014,849
Freddie Mac, 3.75%, 3/27/2019		7,840,000		7,844,359
Total Other Agencies (Identified Cost $16,877,354)				16,900,243
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $36,834,316)				38,231,723
SHORT-TERM INVESTMENTS - 2.37%
Dreyfus Cash Management, Inc. - Institutional Shares7, 0.13%		8,277,471		8,277,471
U.S. Treasury Bill8 , 0.24%, 8/26/2010	$	6,200,000		6,184,550
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $14,465,154)				14,462,021
TOTAL INVESTMENTS - 99.76% (Identified Cost $593,731,052)				608,245,780
OTHER ASSETS, LESS LIABILITIES - 0.24%				1,469,221
NET ASSETS - 100%			$	609,715,001

ADR - American Depository Receipt

BDR - Brazilian Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $10,385,428, or 1.70%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁴Security has been valued at fair value (see Note 2 to the financial statements).

⁵Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁶Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on October 13, 2009 at a cost of $145,913 ($87.00 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $144,236, or 0.02%, of the Series’ net assets as of October 31, 2009 (see Note 2 to the financial statements).

⁷Rate shown is the current yield as of report date.

⁸Rate shown reflects the annualized yield at time of purchase.

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

Statement of Assets and Liabilities - Pro-Blend^® Extended Term Series

October 31, 2009

ASSETS:
Investments, at value (identified cost $593,731,052) (Note 2)	$	608,245,780
Cash		598,275
Foreign currency, at value (cost $97,709)		99,220
Interest receivable		2,524,155
Receivable for fund shares sold		1,127,174
Dividends receivable		178,134
Foreign tax reclaims receivable		169,536
TOTAL ASSETS		612,942,274
LIABILITIES:
Accrued management fees (Note 3)		386,749
Accrued shareholder services fees (Class S) (Note 3)		108,234
Accrued fund accounting and transfer agent fees (Note 3)		31,010
Accrued Chief Compliance Officer service fees (Note 3)		412
Payable for securities purchased		2,500,859
Payable for fund shares repurchased		139,551
Audit fees payable		33,711
Other payables and accrued expenses		26,747
TOTAL LIABILITIES		3,227,273
TOTAL NET ASSETS	$	609,715,001
NET ASSETS CONSIST OF:
Capital stock	$	492,103
Additional paid-in-capital		645,077,831
Undistributed net investment income		4,449,612
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(54,837,053	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		14,532,508
TOTAL NET ASSETS	$	609,715,001
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($511,700,229/38,412,912 shares)	$	13.32
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($98,014,772/10,797,377 shares)	$	9.08

The accompanying notes are an integral part of the financial statements. 89

Statement of Operations - Pro-Blend^® Extended Term Series

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $184,997)	$	5,483,150
Interest		6,413,614
Total Investment Income		11,896,764
EXPENSES:
Management fees (Note 3)		3,481,113
Shareholder services fees (Class S) (Note 3)		1,055,551
Fund accounting and transfer agent fees (Note 3)		307,365
Directors’ fees (Note 3)		12,300
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		42,100
Miscellaneous		125,448
Total Expenses		5,027,677
Less reduction of expenses (Note 3)		(37,479	)
Net Expenses		4,990,198
NET INVESTMENT INCOME		6,906,566
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on-
Investments		(47,514,500	)
Foreign currency and translation of other assets and liabilities		(29,592	)
		(47,544,092	)
Net change in unrealized appreciation (depreciation) on-
Investments		109,713,756
Foreign currency and translation of other assets and liabilities		45,835
		109,759,591
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		62,215,499
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	69,122,065

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

Statements of Changes in Net Assets - Pro-Blend^® Extended Term Series

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	6,906,566		$	7,961,021
Net realized loss on investments and foreign currency		(47,544,092	)		(6,193,462	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		109,759,591			(150,934,967	)
Net increase (decrease) from operations		69,122,065			(149,167,408	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(7,399,150	)		(7,143,286	)
From net investment income (Class I)		(270,130	)		(6,624	)
From net realized gain on investments (Class S)		—			(58,266,919	)
Total distributions to shareholders		(7,669,280	)		(65,416,829	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		122,302,231			43,553,483
Net increase (decrease) in net assets		183,755,016			(171,030,754	)
NET ASSETS:
Beginning of year		425,959,985			596,990,739
End of year (including undistributed net investment income of $4,449,612 and $5,212,739, respectively)	$	609,715,001		$	425,959,985

The accompanying notes are an integral part of the financial statements. 91

Financial Highlights - Pro-Blend^® Extended Term Series - Class S

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$11.75	$17.82	$17.12	$15.82	$14.45
Income (loss) from investment operations:
Net investment income	0.171	0.22	0.22	0.21	0.13
Net realized and unrealized gain (loss) on investments	1.60	(4.36)	1.88	2.18	1.71
Total from investment operations	1.77	(4.14)	2.10	2.39	1.84
Less distributions to shareholders:
From net investment income	(0.20)	(0.21)	(0.25)	(0.14)	(0.11)
From net realized gain on investments	—	(1.72)	(1.15)	(0.95)	(0.36)
Total distributions to shareholders	(0.20)	(1.93)	(1.40)	(1.09)	(0.47)
Net asset value - End of year	$13.32	$11.75	$17.82	$17.12	$15.82
Net assets - End of year (000’s omitted)	$511,700	$424,876	$596,991	$484,003	$365,726
Total return2	15.47%	(25.70%)	12.95%	16.03%	12.92%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.10%	1.10%	1.11%	1.14%	1.17%
Net investment income	1.48%	1.50%	1.37%	1.42%	0.89%
Series portfolio turnover	62%	76%	82%	82%	71%
*The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees in some years. If these expenses had been incurred by the Class, the expense ratio (to average net assets)
would have been increased by the following amount:	0.01%	0.00%3	N/A	N/A	0.01%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain years.

³Less than 0.01%.

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

Financial Highlights - Pro-Blend^® Extended Term Series - Class I

	For the Year Ended 10/31/09	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	0.132	0.08
Net realized and unrealized gain (loss) on investments	1.10	(1.91)
Total from investment operations	1.23	(1.83)
Less distributions to shareholders:
From net investment income	(0.25)	(0.07)
Net asset value - End of period	$9.08	$8.10
Net assets - End of period (000’s omitted)	$98,015	$1,084
Total return3	15.82%	(18.46%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*	0.85%	0.85%4
Net investment income	1.59%	1.62%4
Series portfolio turnover	62%	76%
*The investment advisor did not impose all or a portion of its management fees, CCO fees 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:	0.00%5	0.02%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the year.

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 or reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.

The accompanying notes are an integral part of the financial statements. 93

Performance Update - Pro-Blend^® Maximum Term Series (unaudited)

	Average Annual Total Returns As of October 31, 2009
	One Year	Five Year	Ten Year	Since Inception1
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class S2	17.34%	3.81%	6.14%	8.53%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class I2,3	17.58%	4.09%	6.47%	8.88%
Russell 3000® Index4,6	10.83%	0.71%	-0.14%	6.15%
20%/65%/15% Blended Index4,5,6	16.08%	2.87%	1.79%	6.32%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S for the ten years ended October 31, 2009 to the Russell 3000^® Index and a 20%/65%/15% Blended Index.

¹Performance numbers for the Series and Indices are calculated from November 1, 1995, the Class S inception date.

²The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2009, this net expense ratio was 1.10% for Class S and 0.85% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.13% for Class S and 0.87% for Class I for the year ended October 31, 2009.

³For periods prior to the inception of Class I on March 28, 2008, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - - Class S adjusted for expense differences.

⁴The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁵The 20%/65%/15% Blended Index is 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.

94

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (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 (May 1, 2009 to October 31, 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 5/1/09		Ending Account Value 10/31/09		Expenses Paid During Period 5/1/09-10/31/09*		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,174.50	$	6.03	1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.66	$	5.60	1.10	%
Class I
Actual	$	1,000.00	$	1,175.40	$	4.66	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.92	$	4.33	0.85	%

*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 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

95

Portfolio Composition - Pro-Blend^® Maximum Term Series (unaudited)

As of October 31, 2009

Sector Allocation⁴

Information Technology	25.27%
Health Care	18.48%
Consumer Discretionary	10.98%
Industrials	9.83%
Financials	9.39%
Consumer Staples	7.98%
Energy	6.08%
Materials	2.96%
Telecommunication Services	1.94%
Utilities	0.18%

⁴Including common stocks, preferred stocks and warrants, as a percentage of total investments.

Top Ten Stock Holdings⁵

Google, Inc. - Class A	3.85%
Cisco Systems, Inc.	2.71%
The Walt Disney Co.	2.57%
Microsoft Corp.	2.36%
Southwest Airlines Co.	2.33%
Hess Corp.	2.22%
EMC Corp.	2.02%
Electronic Arts, Inc. (EA)	1.91%
Nestle S.A. (Switzerland)	1.85%
Unilever plc - ADR (United Kingdom)	1.79%

⁵As a percentage of total investments.

96

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS - 92.94%
Consumer Discretionary - 10.96%
Auto Components - 0.07%
Hankook Tire Co. Ltd. (South Korea)	12,990	$	251,614
WABCO Holdings, Inc.	4,900		116,228
			367,842
Automobiles - 0.09%
Bayerische Motoren Werke AG (BMW) (Germany)	3,470		170,025
Hyundai Motor Co. (South Korea)	2,120		196,354
Suzuki Motor Corp. (Japan)	2,500		62,073
			428,452
Diversified Consumer Services - 0.02%
Coinstar, Inc.*	3,560		112,994
Hotels, Restaurants & Leisure - 2.11%
Carnival Corp.*	178,081		5,185,719
Choice Hotels International, Inc.	3,290		98,108
Club Mediterranee S.A. (France)*	6,455		131,330
International Game Technology	282,895		5,046,847
			10,462,004
Household Durables - 0.17%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	35,870		94,404
LG Electronics, Inc. (South Korea)	1,750		165,786
NVR, Inc.*	250		165,567
Rodobens Negocios Imobiliarios S.A. (Brazil)	41,780		436,157
			861,914
Leisure Equipment & Products - 0.03%
Sankyo Co. Ltd. (Japan)	2,100		121,546
Media - 4.27%
Comcast Corp. - Class A	490,164		7,107,378
Grupo Televisa S.A. - ADR (Mexico)	13,240		256,327
Impresa-Sociedade Gestora de Participacoes S.A. (Portugal)*	18,150		36,326
The McGraw-Hill Companies, Inc.	9,330		268,517
Mediacom Communications Corp. - Class A*	26,420		126,288
Reed Elsevier plc - ADR (United Kingdom)	3,895		117,473
Societe Television Francaise 1 (France)	28,690		451,982
The Walt Disney Co.	464,760		12,720,481
Wolters Kluwer N.V. (Netherlands)	5,100		114,045
			21,198,817
Multiline Retail - 1.01%
Nordstrom, Inc.	154,370		4,905,879

The accompanying notes are an integral part of the financial statements. 97

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Multiline Retail (continued)
PPR (France)	885	$	96,847
			5,002,726
Specialty Retail - 3.11%
Dick’s Sporting Goods, Inc.*	259,440		5,886,694
Dufry South America Ltd. - BDR (Bermuda)	6,120		106,308
The Finish Line, Inc. - Class A	17,710		179,579
The Home Depot, Inc.	83,270		2,089,244
KOMERI Co. Ltd. (Japan)	3,700		103,583
Lowe’s Companies, Inc.	143,450		2,807,317
The Sherwin-Williams Co.	74,760		4,264,310
			15,437,035
Textiles, Apparel & Luxury Goods - 0.08%
Adidas AG (Germany)	1,870		86,688
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	1,000		103,972
True Religion Apparel, Inc.*	7,320		188,636
			379,296
Total Consumer Discretionary			54,372,626
Consumer Staples - 7.93%
Beverages - 0.11%
Diageo plc (United Kingdom)	6,410		104,784
Heineken N.V. (Netherlands)	7,100		314,663
Kirin Holdings Co. Ltd. (Japan)	8,000		133,044
			552,491
Food & Staples Retailing - 0.26%
BJ’s Wholesale Club, Inc.*	6,450		225,943
Carrefour S.A. (France)	13,380		576,346
Casino Guichard-Perrachon S.A. (France)	1,550		123,587
Tesco plc (United Kingdom)	58,000		387,768
			1,313,644
Food Products - 7.49%
Cadbury plc (United Kingdom)	59,504		752,480
Danone S.A. (France)	2,500		150,679
Dean Foods Co.*	280,400		5,111,692
Flowers Foods, Inc.	8,170		190,851
General Mills, Inc.	97,810		6,447,635
Kellogg Co.	121,800		6,277,572
Nestle S.A. (Switzerland)	197,060		9,185,505
Sanderson Farms, Inc.	1,980		72,448
Suedzucker AG (Germany)	4,050		83,800

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

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)	298,094	$	8,892,144
			37,164,806
Household Products - 0.04%
Kao Corp. (Japan)	2,000		45,104
Reckitt Benckiser Group plc (United Kingdom)	3,060		152,425
			197,529
Personal Products - 0.03%
Alberto-Culver Co.	5,100		136,782
Total Consumer Staples			39,365,252
Energy - 6.07%
Energy Equipment & Services - 2.65%
Baker Hughes, Inc.	153,017		6,437,425
Calfrac Well Services Ltd. (Canada)	24,560		389,038
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	14,050		279,238
Dril-Quip, Inc.*	3,340		162,291
Trican Well Service Ltd. (Canada)	23,770		278,109
Weatherford International Ltd. (Switzerland)*	318,666		5,586,215
			13,132,316
Oil, Gas & Consumable Fuels - 3.42%
BP plc (United Kingdom)	9,950		93,459
Cameco Corp. (Canada)	184,670		5,024,871
Forest Oil Corp.*	1,750		34,300
Hess Corp.	201,020		11,003,835
Mariner Energy, Inc.*	1,375		17,517
Royal Dutch Shell plc - Class B - ADR (Netherlands)	3,960		230,314
Royal Dutch Shell plc - Class B (Netherlands)	3,414		98,617
Talisman Energy, Inc. (Canada)	13,020		222,124
Total S.A. (France)	2,200		131,561
Uranium One, Inc. (Canada)*	44,300		125,688
			16,982,286
Total Energy			30,114,602
Financials - 9.38%
Capital Markets - 4.58%
Bank of New York Mellon Corp.1	260,240		6,937,998
Credit Suisse Group AG - ADR (Switzerland)	3,250		173,225
Daiwa Securities Group, Inc. (Japan)	4,000		21,818
Federated Investors, Inc. - Class B	213,910		5,615,138
GAM Holding Ltd. (Switzerland)	28,170		345,157

The accompanying notes are an integral part of the financial statements. 99

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc.	1,850	$	314,814
Legg Mason, Inc.	11,380		331,272
Nomura Holdings, Inc. (Japan)	2,300		16,736
Northern Trust Corp.	88,670		4,455,668
SEI Investments Co.	248,788		4,346,326
State Street Corp.	3,370		141,473
			22,699,625
Commercial Banks - 0.46%
BNP Paribas (France)	1,403		106,230
The Chugoku Bank Ltd. (Japan)	7,300		100,074
Commerzbank AG (Germany)*	3,075		32,130
Credit Agricole S.A. (France)	2,840		54,772
First Commonwealth Financial Corp.	59,040		309,960
The Hachijuni Bank Ltd. (Japan)	13,400		80,833
HSBC Holdings plc - ADR (United Kingdom)	7,335		406,286
ICICI Bank Ltd. - ADR (India)	8,940		281,163
KeyCorp	53,450		288,096
Mitsubishi UFJ Financial Group, Inc. (Japan)	6,000		32,994
Societe Generale - ADR (France)2	12,660		177,873
The Sumitomo Trust & Banking Co. Ltd. (Japan)	12,000		64,923
Wilmington Trust Corp.	29,370		353,908
			2,289,242
Consumer Finance - 1.45%
American Express Co.	200,630		6,989,949
Discover Financial Services	14,140		199,940
			7,189,889
Diversified Financial Services - 0.41%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	5,100		266,405
ING Groep N.V. (Netherlands)*	3,225		42,411
JPMorgan Chase & Co.	18,951		791,583
Moody’s Corp.	39,080		925,414
			2,025,813
Insurance - 2.11%
Allianz SE (Germany)	7,638		877,205
Amil Participacoes S.A. (Brazil)	45,690		259,367
AXA S.A. (France)	2,675		66,982
Brown & Brown, Inc.	12,990		238,626
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	2,073		328,380
Principal Financial Group, Inc.	5,430		135,967

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

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
The Progressive Corp.*	497,180	$	7,954,880
Willis Group Holdings Ltd. (United Kingdom)	22,805		615,735
			10,477,142
Real Estate Investment Trusts (REITS) - 0.18%
Alstria Office REIT AG (Germany)	13,000		143,868
American Campus Communities, Inc.	4,180		112,944
Corporate Office Properties Trust	15,480		513,781
Home Properties, Inc.	3,040		119,107
			889,700
Thrifts & Mortgage Finance - 0.19%
Aareal Bank AG (Germany)*	7,827		169,554
First Niagara Financial Group, Inc.	24,080		309,187
NewAlliance Bancshares, Inc.	24,280		269,022
People’s United Financial, Inc.	12,990		208,230
			955,993
Total Financials			46,527,404
Health Care - 18.46%
Biotechnology - 1.28%
Celera Corp.*	111,640		691,051
Genzyme Corp.*	112,243		5,679,496
			6,370,547
Health Care Equipment & Supplies - 5.51%
Abaxis, Inc.*	11,960		272,927
Becton, Dickinson and Co.	92,010		6,289,804
Cochlear Ltd. (Australia)	9,900		571,224
Conmed Corp.*	23,000		487,370
Covidien plc (Ireland)	40,620		1,710,914
DENTSPLY International, Inc.	23,990		790,711
DexCom, Inc.*	60,884		417,664
Gen-Probe, Inc.*	114,990		4,797,383
Hologic, Inc.*	26,880		397,287
Inverness Medical Innovations, Inc.*	174,939		6,649,431
Micrus Endovascular Corp.*	13,058		154,346
Mindray Medical International Ltd. - ADR (China)	19,000		583,870
Nobel Biocare Holding AG (Switzerland)	30,060		855,592
OraSure Technologies, Inc.*	153,636		500,853
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	132,000		469,227
Sirona Dental Systems, Inc.*	20,430		549,771

The accompanying notes are an integral part of the financial statements. 101

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Straumann Holding AG (Switzerland)	2,774	$	670,584
Synthes, Inc	4,220		501,842
Zoll Medical Corp.*	34,830		676,399
			27,347,199
Health Care Providers & Services - 2.79%
Aetna, Inc	31,200		812,136
Bio-Reference Laboratories, Inc.*	13,070		422,553
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	124,000		103,874
CIGNA Corp.	29,680		826,291
Diagnosticos da America S.A. (Brazil)*	42,990		1,060,352
Quest Diagnostics, Inc.	120,420		6,735,091
Sonic Healthcare Ltd. (Australia)	103,750		1,309,331
UnitedHealth Group, Inc.	30,760		798,222
VCA Antech, Inc.*	37,920		903,255
WellPoint, Inc.*	18,000		841,680
			13,812,785
Health Care Technology - 1.57%
Allscripts - Misys Healthcare Solutions, Inc.*	24,510		477,945
Cerner Corp.*	73,893		5,618,824
Eclipsys Corp.*	89,230		1,673,062
			7,769,831
Life Sciences Tools & Services - 4.49%
Caliper Life Sciences, Inc.*	184,520		407,789
ICON plc-ADR (Ireland)*	28,000		691,600
Lonza Group AG (Switzerland)	33,270		2,592,783
Millipore Corp.*	115,850		7,763,109
PerkinElmer, Inc.	298,721		5,559,198
Thermo Fisher Scientific, Inc.*	117,300		5,278,500
			22,292,979
Pharmaceuticals - 2.82%
AstraZeneca plc - ADR (United Kingdom)	1,500		67,365
AstraZeneca plc (United Kingdom)	675		30,377
Bayer AG (Germany)	6,806		473,058
GlaxoSmithKline plc (United Kingdom)	6,775		138,994
Johnson & Johnson	99,720		5,888,466
Novartis AG - ADR (Switzerland)	136,477		7,089,980
Sanofi-Aventis S.A. (France)	837		61,274
Shire plc (United Kingdom)	9,080		159,756

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

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd. (Japan)	1,400	$	56,768
			13,966,038
Total Health Care			91,559,379
Industrials - 9.82%
Aerospace & Defense - 0.08%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)*	13,810		279,652
Hexcel Corp.*	10,360		113,960
			393,612
Air Freight & Logistics - 3.27%
FedEx Corp.	97,220		7,066,922
TNT N.V. (Netherlands)	12,744		339,085
United Parcel Service, Inc. - Class B	164,643		8,838,036
			16,244,043
Airlines - 2.48%
AirTran Holdings, Inc.*	70,320		297,453
Deutsche Lufthansa AG (Germany)	8,080		124,855
Ryanair Holdings plc - ADR (Ireland)*	8,410		229,341
Singapore Airlines Ltd. (Singapore)	11,000		106,739
Southwest Airlines Co.	1,375,797		11,556,695
			12,315,083
Building Products - 0.03%
Owens Corning*	6,080		134,429
Commercial Services & Supplies - 0.88%
Tomra Systems ASA (Norway)	77,800		392,675
Waste Management, Inc.	132,610		3,962,387
			4,355,062
Electrical Equipment - 0.20%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	17,620		326,499
Alstom S.A. (France)	2,260		157,399
Gamesa Corporacion Tecnologica S.A. (Spain)	5,690		104,503
Nexans S.A. (France)	3,150		223,487
Schneider Electric S.A. (France)	1,590		166,158
			978,046
Industrial Conglomerates - 0.21%
Siemens AG (Germany)	10,810		977,897
Sonae (Portugal)	33,275		43,828

The accompanying notes are an integral part of the financial statements. 103

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Industrial Conglomerates (continued)
Sonae Capital S.A. (SGPS) (Portugal)*	4,159	$	5,447
			1,027,172
Machinery - 1.35%
FANUC Ltd. (Japan)	900		77,087
Lindsay Corp.	3,770		123,769
MAN SE (Germany)	1,890		155,704
Pall Corp.	194,260		6,165,812
Wabtec Corp.	4,460		163,950
			6,686,322
Professional Services - 0.14%
Equifax, Inc.	10,340		283,109
Experian plc (Ireland)	46,200		423,867
			706,976
Road & Rail - 1.18%
All America Latina Logistica S.A. (Brazil)	49,740		365,087
Heartland Express, Inc.	99,640		1,355,104
J.B. Hunt Transport Services, Inc.	84,920		2,552,695
Kansas City Southern*	4,700		113,881
Knight Transportation, Inc.	91,890		1,473,916
			5,860,683
Total Industrials			48,701,428
Information Technology - 25.24%
Communications Equipment - 5.65%
Alcatel-Lucent - ADR (France)*	163,780		604,348
Blue Coat Systems, Inc.*	42,550		948,014
Cisco Systems, Inc.*	587,810		13,431,459
Infinera Corp.*	100,000		743,000
Juniper Networks, Inc.*	121,018		3,087,169
Nokia Corp. - ADR (Finland)	685,800		8,647,938
Riverbed Technology, Inc.*	28,480		583,555
			28,045,483
Computers & Peripherals - 2.03%
Diebold, Inc.	1,480		44,755
EMC Corp.*	607,870		10,011,619
			10,056,374
Electronic Equipment, Instruments & Components - 0.07%
KEYENCE Corp. (Japan)	242		48,983

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

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
LoJack Corp.*	76,166	$	321,421
			370,404
Internet Software & Services - 4.01%
comScore, Inc.*	38,000		582,540
Google, Inc. - Class A*	35,539		19,053,169
Vocus, Inc.*	13,820		250,142
			19,885,851
IT Services - 4.71%
Accenture plc - Class A (Ireland)	146,440		5,429,995
Amdocs Ltd. (Guernsey)*	34,880		878,976
Automatic Data Processing, Inc.	165,429		6,584,074
Cap Gemini S.A. (France)	10,070		468,445
Companhia Brasileira de Meios de Pagamento (Brazil)	63,550		584,778
Online Resources Corp.*	89,060		467,565
Paychex, Inc.	279,775		7,948,408
Redecard S.A. (Brazil)	36,670		538,310
The Western Union Co.	24,830		451,161
			23,351,712
Semiconductors & Semiconductor Equipment - 1.43%
Advantest Corp. (Japan)	89,700		2,052,791
Hynix Semiconductor, Inc. (South Korea)*	3,260		49,772
KLA-Tencor Corp.	65,080		2,115,751
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	13,933		132,921
Tokyo Electron Ltd. (Japan)	46,890		2,729,585
			7,080,820
Software - 7.34%
Autodesk, Inc.*	280,480		6,992,366
DemandTec, Inc.*	13,230		116,292
Electronic Arts, Inc. (EA)*	520,060		9,485,894
Intuit, Inc.*	11,120		323,259
Microsoft Corp.	420,910		11,671,834
Misys plc (United Kingdom)*	54,230		184,330
Net 1 UEPS Technologies, Inc. (South Africa)*	18,000		314,820
SAP AG - ADR (Germany)	136,900		6,197,463
SAP AG (Germany)	3,200		145,046
Shanda Interactive Entertainment Ltd. - ADR (China)*	5,930		259,022
Square Enix Holdings Co. Ltd. (Japan)	4,600		116,258
TIBCO Software, Inc.*	30,860		270,025

The accompanying notes are an integral part of the financial statements. 105

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares	Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
UbiSoft Entertainment S.A. (France)*	20,394	$	322,638
			36,399,247
Total Information Technology			125,189,891
Materials - 2.96%
Chemicals - 1.78%
Arkema S.A. (France)	40		1,534
Calgon Carbon Corp.*	16,948		268,456
Johnson Matthey plc (United Kingdom)	6,510		150,866
Monsanto Co.	122,880		8,255,079
The Scotts Miracle-Gro Co. - Class A	4,070		165,323
			8,841,258
Containers & Packaging - 0.03%
Bemis Co., Inc.	5,310		137,157
Paper & Forest Products - 1.15%
Norbord, Inc. (Canada)	7,003		96,364
Weyerhaeuser Co.	154,120		5,600,721
			5,697,085
Total Materials			14,675,500
Telecommunication Services - 1.94%
Diversified Telecommunication Services - 0.09%
France Telecom S.A. (France)	7,070		175,421
Hutchison Telecommunications Hong Kong Holdings Ltd. (Hong Kong)	95,000		16,548
Swisscom AG - ADR (Switzerland)2	4,606		165,586
Telenor ASA - ADR (Norway)*2	1,950		74,880
			432,435
Wireless Telecommunication Services - 1.85%
American Tower Corp. - Class A*	64,570		2,377,467
Crown Castle International Corp.*	203,650		6,154,303
Hutchison Telecommunications International Ltd. (Hong Kong)	95,000		19,245
SBA Communications Corp. - Class A*	7,560		213,268
SK Telecom Co. Ltd. - ADR (South Korea)	25,150		420,256
			9,184,539
Total Telecommunication Services			9,616,974
Utilities - 0.18%
Electric Utilities - 0.06%
E.ON AG (Germany)	8,310		319,065

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

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Shares/ Principal Amount		Value (Note 2)
COMMON STOCKS (continued)
Utilities (continued)
Independent Power Producers & Energy Traders - 0.04%
Mirant Corp.*		6,060	$	84,719
RRI Energy, Inc.*		18,490		97,442
				182,161
Multi-Utilities - 0.04%
GDF Suez (France)		2,184		91,617
National Grid plc (United Kingdom)		11,210		111,587
				203,204
Water Utilities - 0.04%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		9,850		173,337
Total Utilities				877,767
TOTAL COMMON STOCKS (Identified Cost $453,697,992)				461,000,823
PREFERRED STOCKS - 0.03%
Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany) (Identified Cost $134,525)		3,790		172,681
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		434
MUTUAL FUNDS - 0.07%
Financial Select Sector SPDR Fund (Identified Cost $355,404)		26,490		371,390
U.S. TREASURY SECURITIES - 2.09%
U.S. Treasury Bonds - 0.54%
U.S. Treasury Bond, 5.375%, 2/15/2031 (Identified Cost $2,622,246)	$	2,300,000		2,672,671
U.S. Treasury Notes - 1.55%
U.S. Treasury Note, 4.875%, 4/30/2011		6,500,000		6,913,361

The accompanying notes are an integral part of the financial statements. 107

Investment Portfolio - October 31, 2009

Pro-Blend® Maximum Term Series	Principal Amount/ Shares		Value (Note 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Notes (continued)
U.S. Treasury Note, 2.625%, 6/30/2014	$	750,000	$	764,356
Total U.S. Treasury Notes (Identified Cost $7,623,227)				7,677,717
TOTAL U.S. TREASURY SECURITIES (Identified Cost $10,245,473)				10,350,388
SHORT-TERM INVESTMENTS - 4.74%
Dreyfus Cash Management, Inc. - Institutional Shares3, 0.13%		6,018,571		6,018,571
U.S. Treasury Bill4, 0.22%, 11/27/2009	$	5,200,000		5,199,474
U.S. Treasury Bill4, 0.52%, 7/1/2010		12,300,000		12,284,354
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $23,483,524)				23,502,399
TOTAL INVESTMENTS - 99.87% (Identified Cost $487,919,590)				495,398,115
OTHER ASSETS, LESS LIABILITIES - 0.13%				643,071
NET ASSETS - 100%			$	496,041,186

ADR - American Depository Receipt

BDR - Brazilian Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

¹Bank of New York Mellon Corp. is the Fund’s custodian.

²Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

³Rate shown is the current yield as of report date.

⁴Rate shown reflects the annualized yield at time of purchase.

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

Statement of Assets and Liabilities - Pro-Blend^® Maximum Term Series

October 31, 2009

ASSETS:
Investments, at value (identified cost $487,919,590) (Note 2)	$	495,398,115
Cash		2,050,574
Foreign currency, at value (cost $39,511)		39,781
Receivable for securities sold		1,262,637
Receivable for fund shares sold		606,759
Dividends receivable		374,967
Foreign tax reclaims receivable		199,631
Interest receivable		192,915
TOTAL ASSETS		500,125,379
LIABILITIES:
Accrued management fees (Note 3)		361,524
Accrued shareholder services fees (Class S) (Note 3)		97,339
Accrued fund accounting and transfer agent fees (Note 3)		35,532
Accrued Chief Compliance Officer service fees (Note 3)		412
Payable for securities purchased		3,029,121
Payable for fund shares repurchased		486,029
Audit fees payable		33,681
Other payables and accrued expenses		40,555
TOTAL LIABILITIES		4,084,193
TOTAL NET ASSETS	$	496,041,186
NET ASSETS CONSIST OF:
Capital stock	$	392,549
Additional paid-in-capital		583,492,330
Undistributed net investment income		964,796
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(96,306,594	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		7,498,105
TOTAL NET ASSETS	$	496,041,186
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($443,769,596/33,246,866 shares)	$	13.35
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($52,271,590/6,008,007 shares)	$	8.70

The accompanying notes are an integral part of the financial statements. 109

Statement of Operations - Pro-Blend^® Maximum Term Series

For the Year Ended October 31, 2009

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $205,339)	$	6,006,927
Interest		227,551
Total Investment Income		6,234,478
EXPENSES:
Management fees (Note 3)		2,838,640
Shareholder services fees (Class S) (Note 3)		879,273
Fund accounting and transfer agent fees (Note 3)		309,561
Directors’ fees (Note 3)		12,300
Chief Compliance Officer service fees (Note 3)		3,800
Custodian fees		38,500
Miscellaneous		140,772
Total Expenses		4,222,846
Less reduction of expenses (Note 3)		(115,420	)
Net Expenses		4,107,426
NET INVESTMENT INCOME		2,127,052
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on -
Investments		(50,731,427	)
Foreign currency and translation of other assets and liabilities		(33,423	)
		(50,764,850	)
Net change in unrealized appreciation (depreciation) on-
Investments		114,743,918
Foreign currency and translation of other assets and liabilities		50,493
		114,794,411
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		64,029,561
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	66,156,613

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

Statements of Changes in Net Assets - Pro-Blend^® Maximum Term Series

��

	For the Year Ended 10/31/09			For the Year Ended 10/31/08
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,127,052		$	3,588,885
Net realized loss on investments and foreign currency .		(50,764,850	)		(44,361,880	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		114,794,411			(140,884,499	)
Net increase (decrease) from operations		66,156,613			(181,657,494	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(3,331,521	)		(2,811,804	)
From net investment income (Class I)		(155,094	)		(13,150	)
From net realized gain on investments (Class S)		—			(51,012,468	)
Total distributions to shareholders		(3,486,615	)		(53,837,422	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		88,758,897			62,341,092
Net increase (decrease) in net assets		151,428,895			(173,153,824	)
NET ASSETS:
Beginning of year		344,612,291			517,766,115
End of year (including undistributed net investment income of $964,796 and $2,357,782, respectively)	$	496,041,186		$	344,612,291

The accompanying notes are an integral part of the financial statements. 111

Financial Highlights - Pro-Blend^® Maximum Term Series - Class S

	For the Years Ended
	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$11.50	$19.57	$18.35	$16.79	$15.00
Income (loss) from investment operations:
Net investment income	0.061	0.12	0.11	0.14	0.08
Net realized and unrealized gain (loss) on investments	1.90	(6.22)	2.41	2.80	2.11
Total from investment operations	1.96	(6.10)	2.52	2.94	2.19
Less distributions to shareholders:
From net investment income	(0.11)	(0.10)	(0.15)	(0.08)	(0.05)
From net realized gain on investments	—	(1.87)	(1.15)	(1.30)	(0.35)
Total distributions to shareholders	(0.11)	(1.97)	(1.30)	(1.38)	(0.40)
Net asset value - End of year	$13.35	$11.50	$19.57	$18.35	$16.79
Net assets - End of year (000’s omitted)	$443,770	$342,015	$517,766	$285,714	$186,547
Total return2	17.34%	(34.19%)	14.37%	18.87%	14.84%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%	1.10%	1.12%	1.16%	1.20%
Net investment income	0.55%	0.77%	0.67%	0.94%	0.51%
Series portfolio turnover	67%	82%	61%	56%	61%
*The investment advisor did not impose all or a portion of its management fees, CCO fees and fund accounting and transfer agent fees in some years. 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%	0.04%	N/A	N/A	0.02%

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain years.

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

Financial Highlights - Pro-Blend^® Maximum Term Series - Class I

	For the Year Ended 10/31/09	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	$7.57	$10.00
Income (loss) from investment operations:
Net investment income	0.052	0.05
Net realized and unrealized loss on investments	1.24	(2.44)
Total from investment operations	1.29	(2.39)
Less distributions to shareholders:
From net investment income	(0.16)	(0.04)
Net asset value - End of period	$8.70	$7.57
Net assets - End of period (000’s omitted)	$52,271	$2,597
Total return3	17.58%	(24.01%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.85%	0.85%4
Net investment income	0.68%	0.88%4
Series portfolio turnover	67%	82%
*The investment advisor did not impose all or a portion of its management fees, CCO fees 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%	0.08%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the year.

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 reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

The accompanying notes are an integral part of the financial statements. 113

Notes to Financial Statements

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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2009, 4.6 billion shares have been designated in total among 29 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, 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, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided by an independent pricing service. Certain investments in securities held by the Series may be valued on a basis of a price provided by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

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.

114

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold and the differences could be material.

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”).

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments.) 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 valuation levels used for major security types as of October 31, 2009 in valuing the Series’ assets or liabilities carried at market value:

	Pro-Blend® Conservative Term Series
Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	100,564,371	$	100,489,949	$	74,422	$	—
Preferred securities		622,557		42,373		580,184		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		193,758,236		—		193,758,236		—
Corporate debt		121,007,353		—		120,955,428		51,925
Asset backed securities		171,172		—		171,172		—
Mutual funds		10,448,728		10,448,728		—		—
Other financial instruments**		—		—		—		—
Total	$	426,572,417	$	110,981,050	$	315,539,442	$	51,925

115

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Level 3 Reconciliation	Corporate Debt
Balance as of October 31, 2008 (market value)	$	—
Accrued discounts/premiums		29
Change in unrealized appreciation/depreciation ***		(633	)
Net purchases/sales		52,529
Balance as of October 31, 2009 (market value)	$	51,925

	Pro-Blend® Moderate Term Series
Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	206,089,711	$	205,891,918	$	197,793	$	—
Preferred securities		1,286,051		98,415		1,187,636		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		117,391,540		—		117,391,540		—
Corporate debt		105,588,724		—		105,487,759		100,965
Asset backed securities		337,309		—		337,309		—
Mutual funds		9,066,103		9,066,103		—		—
Other financial instruments**		���		—		—		—
Total	$	439,759,438	$	215,056,436	$	224,602,037	$	100,965

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Level 3 Reconciliation	Corporate Debt
Balance as of October 31, 2008 (market value)	$	—
Accrued discounts/premiums		57
Change in unrealized appreciation/depreciation ***		(1,231	)
Net purchases/sales		102,139
Balance as of October 31, 2009 (market value)	$	100,965

116

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Extended Term Series
Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	371,695,216	$	371,317,739	$	377,477	$	—
Preferred securities		1,928,099		173,136		1,754,963		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		120,731,181		—		120,731,181		—
Corporate debt		99,534,117		—		99,389,881		144,236
Asset backed securities		473,240		—		473,240		—
Mutual funds		13,883,927		13,883,927		—		—
Other financial instruments**		—		—		—		—
Total	$	608,245,780	$	385,374,802	$	222,726,742	$	144,236

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Level 3 Reconciliation	Corporate Debt
Balance as of October 31, 2008 (market value)	$	—
Accrued discounts/premiums		81
Change in unrealized appreciation/depreciation ***		(1,758	)
Net purchases/sales		145,913
Balance as of October 31, 2009 (market value)	$	144,236

	Pro-Blend® Maximum Term Series
Description	10/31/09		Level 1		Level 2		Level 3
Equity securities*	$	461,001,257	$	460,582,918	$	418,339	$	—
Preferred securities		172,681		172,681		—		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		27,834,216		—		27,834,216		—
Mutual funds		6,389,961		6,389,961		—		—
Other financial instruments**		—		—		—		—
Total	$	495,398,115	$	467,145,560	$	28,252,555	$	—

There were no Level 3 securities held by Pro-Blend^® Maximum Term Series as of October 31, 2008 or October 31, 2009.

117

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

*Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification and for securities where a latest quoted sales price is not available and the latest quoted bid price was used to value the security. Such securities are included in Level 2 in the table above.

**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 October 31, 2009, the Series did not hold any derivative instruments.

***The change in unrealized appreciation (depreciation) on securities still held at October 31, 2009 for the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series was $(633), $(1,231) and $(1,758), respectively, which is included in the related net change in unrealized appreciation/depreciation on the Statements of Operations.

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.

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.

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 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.

118

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (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 October 31, 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 year ended October 31, 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 10/31/09	Value as of 10/31/09		Investment Income		Realized Loss
Alsius Corp.	3,536	—	3,536	—	$	—	$	—	$	14,749
	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 10/31/09	Value as of 10/31/09		Investment Income		Realized Loss
Alsius Corp.	25,695	—	25,695	—	$	—	$	—	$	108,296

119

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Affiliated Companies (continued)

	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 10/31/09	Value as of 10/31/09		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 10/31/09	Value as of 10/31/09		Investment Income		Realized Loss
Alsius Corp.	46,698	—	46,698	—	$	—	$	—	$	202,156

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.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2009, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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, 2006 through October 31, 2009. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s 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

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.

120

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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.

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.

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.

121

Notes to Financial Statements

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 year ended October 31, 2009, the Advisor waived the following amounts which are included as a reduction of expenses on the Statements of Operations:

Series/Class	Waiver Amount
Pro-Blend® Conservative Term Series Class S	$	56,095
Pro-Blend® Conservative Term Series Class I		10,927
Pro-Blend® Moderate Term Series Class S		47,744
Pro-Blend® Moderate Term Series Class I		2,889
Pro-Blend® Extended Term Series Class S		32,383
Pro-Blend® Extended Term Series Class I		594
Pro-Blend® Maximum Term Series Class S		105,034
Pro-Blend® Maximum Term Series Class I		6,013

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. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent. The Advisor voluntarily agreed to waive a portion of the fund accounting and transfer agent fees and the Chief Compliance Officer service fees for the period March 1, 2009 to April 30, 2009. Accordingly, the Advisor waived the following amounts which are included as a reduction of expenses on the Statements of Operations:

Series/Class	Waiver Amount
Pro-Blend® Conservative Term Series Class S	$	1,702
Pro-Blend® Conservative Term Series Class I		511
Pro-Blend® Moderate Term Series Class S		2,530
Pro-Blend® Moderate Term Series Class I		169
Pro-Blend® Extended Term Series Class S		4,111
Pro-Blend® Extended Term Series Class I		391
Pro-Blend® Maximum Term Series Class S		4,049
Pro-Blend® Maximum Term Series Class I		324

122

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNC”) under which PNC serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Additionally, certain transaction, account-based, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 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	$	313,973,816	$	27,949,982	$	52,247,356	$	47,491,054
Pro-Blend® Moderate Term Series		284,070,085		62,342,093		106,637,428		51,998,739
Pro-Blend® Extended Term Series		331,716,028		63,362,191		223,674,462		55,559,371
Pro-Blend® Maximum Term Series		308,977,144		7,850,156		233,919,481		6,982,500

123

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS

Transactions in Class S and Class I shares:

	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend® Conservative Term Series Class S:
Sold	21,638,922		$	253,078,774		9,686,341		$	115,140,188
Reinvested	255,888			2,852,616		530,547			6,344,345
Repurchased	(7,514,628	)		(85,449,982	)	(6,391,392	)		(75,749,834	)
Total	14,380,182		$	170,481,408		3,825,496		$	45,734,699
	For the Year Ended 10/31/09					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	12,753,291		$	123,336,525		8,307		$	76,952
Reinvested	5,873			55,829		—	*		2
Repurchased	(3,281,035	)		(33,032,962	)	(1	)		(17	)
Total	9,478,129		$	90,359,392		8,306		$	76,937
	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend® Moderate Term Series Class S:
Sold	21,461,762		$	231,679,727		7,782,766		$	96,005,211
Reinvested	441,147			4,403,673		2,667,069			33,443,964
Repurchased	(8,747,293	)		(91,994,252	)	(16,173,088	)		(196,886,611	)
Total	13,155,616		$	144,089,148		(5,723,253	)	$	(67,437,436	)
	For the Year Ended 10/31/09					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	5,930,221		$	53,443,816		37,519		$	340,954
Reinvested	4,353			37,717		—	*		2
Repurchased	(1,343,646	)		(12,777,158	)	(91	)		(797	)
Total	4,590,928		$	40,704,375		37,428		$	340,159

124

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend® Extended Term Series Class S:
Sold	13,079,024		$	157,628,794		11,894,127		$	172,115,091
Reinvested	659,575			7,271,279		4,209,783			64,070,176
Repurchased	(11,496,524	)		(131,007,040	)	(13,438,599	)		(193,980,336	)
Total	2,242,075		$	33,893,033		2,665,311		$	42,204,931
	For the Year Ended 10/31/09					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	13,533,251		$	113,607,736		135,225		$	1,358,275
Reinvested	16,605			133,670		657			6,624
Repurchased	(2,886,283	)		(25,332,208	)	(2,078	)		(16,347	)
Total	10,663,573		$	88,409,198		133,804		$	1,348,552
	For the Year Ended 10/31/09					For the Year Ended 10/31/08
	Shares		Amount			Shares		Amount
Pro-Blend® Maximum Term Series Class S:
Sold	12,286,406		$	144,482,110		10,653,804		$	166,873,813
Reinvested	314,130			3,280,777		3,228,443			53,214,698
Repurchased	(9,095,502	)		(101,912,603	)	(10,596,526	)		(160,847,579	)
Total	3,505,034		$	45,850,284		3,285,721		$	59,240,932
	For the Year Ended 10/31/09					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	6,367,312		$	47,837,218		341,941		$	3,087,078
Reinvested	14,888			108,194		1,285			13,150
Repurchased	(717,412	)		(5,036,799	)	(7	)		(68	)
Total	5,664,788		$	42,908,613		343,219		$	3,100,160

*Less than 1 share.

125

Notes to Financial Statements

5. CAPITAL STOCK TRANSACTIONS (continued)

At October 31, 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	51,614	0.1	%	$	521,818
Pro-Blend® Moderate Term Series	199,055	0.5	%		1,898,985
Pro-Blend® Extended Term Series	1,200,640	2.4	%		10,901,811
Pro-Blend® Maximum Term Series	1,351,664	3.4	%		11,759,477

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes; the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivatives counterparties failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, documentation risk relating to disagreement over contract terms. No such investments were held by the Series during the year ended October 31, 2009.

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 U.S. 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 U.S. Government.

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. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, investments in passive foreign investment companies (PFICs) and market discount. 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.

126

Notes to Financial Statements

8. FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:

	Pro-Blend® Conservative Term Series				Pro-Blend® Moderate Term Series
	For the Year Ended 10/31/09		For the Year Ended 10/31/08		For the Year Ended 10/31/09		For the Year Ended 10/31/08
Ordinary income	$	3,190,937	$	3,868,243	$	4,556,112	$	13,982,331
Long-term capital gains		—		2,577,655		—		19,725,393
	Pro-Blend® Extended Term Series				Pro-Blend® Maximum Term Series
	For the Year Ended 10/31/09		For the Year Ended 10/31/08		For the Year Ended 10/31/09		For the Year Ended 10/31/08
Ordinary income	$	7,669,280	$	18,545,376	$	3,486,615	$	23,424,978
Long-term capital gains		—		46,871,453		—		30,412,444

At October 31, 2009, the tax basis components of distributable earnings and the new unrealized appreciation (depreciation) based on the identified cost for federal income tax purposes were as follows:

	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	$	412,890,231		$	426,474,327		$	598,873,044		$	495,637,817
Unrealized appreciation	$	16,911,308		$	23,416,176		$	37,085,677		$	32,911,604
Unrealized depreciation		(3,229,122	)		(10,131,065	)		(27,712,941	)		(33,151,306	)
Net unrealized appreciation (depreciation)	$	13,682,186		$	13,285,111		$	9,372,736		$	(239,702	)
Undistributed ordinary income		3,375,890			3,057,168			4,497,817			975,030
Capital loss carryover		1,398,033			18,735,626			49,790,783			88,598,601

127

Notes to Financial Statements

8. FEDERAL INCOME TAX INFORMATION (continued)

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, will expire as follows:

Pro-Blend® Conservative Term Series			Pro-Blend® Moderate Term Series
Loss Carryover		Expiration Date	Loss Carryover		Expiration Date
$	1,398,033	October 31, 2016	$	6,948,431	October 31, 2016
			$	11,787,195	October 31, 2017
Pro-Blend® Extended Term Series			Pro-Blend® Maximum Term Series
Loss Carryover		Expiration Date	Loss Carryover		Expiration Date
$	6,778,639	October 31, 2016	$	44,378,890	October 31, 2016
$	43,012,144	October 31, 2017	$	44,219,711	October 31, 2017

9. SUBSEQUENT EVENTS

There were no subsequent events that require recognition or disclosure. In preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure through December 21, 2009, the date the financial statements were issued.

128

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of - Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2009, and the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Columbus, Ohio

December 21, 2009

129

Supplemental Tax Information (unaudited)

For federal income tax purposes, each of the Series designates for the current fiscal year the amount disclosed below or, if different, the maximum amount allowable under the tax law as qualified dividend income (“QDI”).

Series	QDI
Pro-Blend® Conservative Term Series	$	871,145
Pro-Blend® Moderate Term Series		2,228,457
Pro-Blend® Extended Term Series		5,877,868
Pro-Blend® Maximum Term Series		3,486,446

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:

Series	DRD%
Pro-Blend® Conservative Term Series	13.9	%
Pro-Blend® Moderate Term Series	36.4	%
Pro-Blend® Extended Term Series	54.2	%
Pro-Blend® Maximum Term Series	100.0	%

130

Directors’ and Officers’ Information (unaudited)

The Statement of Additional Information provides additional information about the Fund’s directors and officers and can be obtained without charge by calling 1-800-466-3863, at www.manningnapieradvisors.com, or on the EDGAR Database on the SEC Internet web site (http:// www.sec.gov). The following chart shows certain information about the Fund’s officers and directors, including their principal occupations during the last five years. Unless specific dates are provided, the individuals have held the listed positions for longer than five years.

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Co-Executive Director; Executive Group Member**; Chief Compliance Officer since 2004 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	69
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004 - 2008; Director 1995 - 2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	The Ashley Group
Name:	Peter L. Faber
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995-2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) New York Collegium (non-profit) Boston Early Music Festival (non-profit)

131

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	63
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Incyte Corp. ViroPharma, Inc. HLTH Corp. Cheyne Capital International MPM Bio-equities GMP Companies HoustonPharma
Name:	Richard M. Hurwitz
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:	Managing Partner, Aegis Investment Partners, LLC (investments) since 2006; Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries); Partner (1996-2004) - Bancorp Services, LLC (consulting)
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	Picometry International Corp. Pioneering Technologies

132

Directors’ and Officers’ Information (unaudited)

OFFICERS

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	Co-Director of Research since 2002 & Executive Group Member** since 2003, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	29
Other Directorships Held Outside Fund Complex:	N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of his position with the Fund’s investment advisor and distributor. Mr. Auspitz serves as the Executive Vice President and Director, Manning & Napier Advisors, Inc. and President and Director, Manning & Napier Investor Services, Inc., the Fund’s distributor.

**The Executive Group performs the duties of the Office of the Chief Executive of Manning & Napier Advisors, Inc.

¹The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

133

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 30th 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 1st and 3rd 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://www.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

MNPRO-10/09-AR

ITEM 2: CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The members of the Audit Committee are: Harris H. Rusitzky and Stephen B. Ashley. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2009 and 2008 were:

	2009		2008
Audit Fees (a)	$	274,054	$	250,528
Audit Related Fees (b)		15,624		—
Tax Fees (c)		92,605		86,180
All Other Fees (d)		—		—
	$	382,283	$	336,708

(a) Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b) Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above. These fees relate to professional services provided by PwC in connection with service provider conversion.

(c) Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the preparation of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d) All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2009 and 2008.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i) Directly relate to the Fund’s operations and financial reporting; and

ii) Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, Inc., and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.

	2009		2008
Audit Related Fees	$	8,420	$	9,392
Tax Fees		1,950		5,000
	$	10,370	$	14,392

The Audit Related fees for the years ended October 31, 2009 and 2008 were for 17Ad-13 internal control examinations, a license for proprietary automated financial statement disclosure software (2008 only) and a license for proprietary authoritative financial reporting and assurance literature library software.

The Tax fees for the year ended October 31, 2009 relate to research on the tax implications for various funds holding certain investment types.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2009 and 2008.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2009 and 2008 were $92,605 and $86,180, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $10,370 and $14,392, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not Applicable.

ITEM 6: INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) 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)	Code of ethics that is subject to the disclosure of Item 2 above.
(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.

December 30, 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.

December 30, 2009

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

December 30, 2009