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

Manning & Napier Fund N-CSRSCertified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

B. Reuben Auspitz 290 Woodcliff Drive, Fairport, NY 14450

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2010

Date of reporting period: November 1, 2009 through April 30, 2010

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.

LOGO

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2009 to April 30, 2010).

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. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period* 11/1/09-4/30/10
Actual	$1,000.00	$1,172.80	$5.66
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.59	$5.26

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


1

Portfolio Composition as of April 30, 2010 (unaudited)

LOGO


				2

Investment Portfolio - April 30, 2010 (unaudited)



	Shares	Value (Note 2)

COMMON STOCKS - 96.8%

Consumer Discretionary - 17.0%
Hotels, Restaurants & Leisure - 2.6%
Carnival Corp.	541,870	$	22,595,979
International Game Technology	584,980		12,331,378

			34,927,357

Media - 7.7%
Discovery Communications, Inc. - Class A*	503,520		19,486,224
Time Warner, Inc.	656,070		21,702,796
The Walt Disney Co.	1,237,350		45,583,974
The Washington Post Co. - Class B	37,550		19,043,858

			105,816,852

Multiline Retail - 2.3%
Kohl’s Corp.*	278,650		15,322,964
Nordstrom, Inc.	397,810		16,441,487

			31,764,451

Specialty Retail - 4.4%
Dick’s Sporting Goods, Inc.*	659,510		19,198,336
The Home Depot, Inc.	320,210		11,287,403
Lowe’s Companies, Inc.	416,510		11,295,751
The Sherwin-Williams Co.	243,200		18,986,624

			60,768,114

Total Consumer Discretionary			233,276,774

Consumer Staples - 6.1%
Food & Staples Retailing - 2.2%
The Kroger Co.	763,200		16,965,936
Safeway, Inc.	593,090		13,996,924

			30,962,860

Food Products - 3.9%
Dean Foods Co.*	1,169,590		18,362,563
General Mills, Inc.	153,160		10,901,929
H.J. Heinz Co.	297,460		13,941,950
Kellogg Co.	183,600		10,086,984

			53,293,426

Total Consumer Staples			84,256,286

Energy - 6.8%
Energy Equipment & Services - 4.3%
Baker Hughes, Inc.	554,640		27,598,886
Weatherford International Ltd. (Switzerland)*	1,710,960		30,985,486

			58,584,372


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

Investment Portfolio - April 30, 2010 (unaudited)



	Shares	Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 2.5%
Hess Corp.	543,220	$	34,521,631

Total Energy			93,106,003

Financials - 9.3%
Capital Markets - 5.5%
The Bank of New York Mellon Corp.¹	1,099,300		34,221,209
Federated Investors, Inc. - Class B	1,035,840		24,984,461
Northern Trust Corp.	304,130		16,721,067

			75,926,737

Consumer Finance - 1.8%
American Express Co.	526,930		24,302,012

Insurance - 2.0%
The Progressive Corp.	1,399,770		28,121,379

Total Financials			128,350,128

Health Care - 18.2%
Biotechnology - 2.0%
Genzyme Corp.*	520,800		27,727,392

Health Care Equipment & Supplies - 7.8%
Becton, Dickinson and Co.	421,599		32,197,516
Boston Scientific Corp.*	3,077,180		21,170,998
Gen-Probe, Inc.*	516,970		24,499,208
Inverness Medical Innovations, Inc.*	738,410		29,373,950

			107,241,672

Health Care Providers & Services - 1.1%
Quest Diagnostics, Inc.	272,910		15,599,535

Health Care Technology - 2.5%
Cerner Corp.*	179,190		15,215,023
Eclipsys Corp.*	944,650		19,535,362

			34,750,385

Life Sciences Tools & Services - 2.4%
PerkinElmer, Inc.	431,820		10,817,091
Thermo Fisher Scientific, Inc.*	396,210		21,902,489

			32,719,580

Pharmaceuticals - 2.4%
Johnson & Johnson	502,680		32,322,324

Total Health Care			250,360,888

Industrials - 10.7%
Aerospace & Defense - 1.4%
The Boeing Co.	266,030		19,268,553


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

Investment Portfolio - April 30, 2010 (unaudited)



	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 3.6%
FedEx Corp.	187,020	$	16,833,670
United Parcel Service, Inc. - Class B	474,430		32,802,090

			49,635,760

Airlines - 2.2%
Southwest Airlines Co.	2,285,640		30,124,735

Commercial Services & Supplies - 1.2%
Waste Management, Inc.	477,030		16,543,401

Machinery - 1.1%
Pall Corp.	405,040		15,792,510

Road & Rail - 1.2%
Heartland Express, Inc.	362,670		5,998,562
J.B. Hunt Transport Services, Inc.	271,870		10,021,128

			16,019,690

Total Industrials			147,384,649

Information Technology - 22.9%
Communications Equipment - 4.5%
Cisco Systems, Inc.*	1,558,130		41,944,860
Juniper Networks, Inc.*	343,760		9,766,222
QUALCOMM, Inc.	245,490		9,510,282

			61,221,364

Computers & Peripherals - 2.5%
EMC Corp.*	1,818,400		34,567,784

Internet Software & Services - 3.7%
Google, Inc. - Class A*	96,590		50,752,249

IT Services - 4.8%
Automatic Data Processing, Inc.	462,370		20,048,363
Paychex, Inc.	583,400		17,852,040
The Western Union Co.	1,516,410		27,674,483

			65,574,886

Semiconductors & Semiconductor Equipment - 0.6%
KLA-Tencor Corp.	247,460		8,428,487

Software - 6.8%
Autodesk, Inc.*	1,119,160		38,062,632
Electronic Arts, Inc.*	1,427,470		27,650,094
Microsoft Corp.	915,430		27,957,232

			93,669,958

Total Information Technology			314,214,728


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

Investment Portfolio - April 30, 2010 (unaudited)



	Shares	Value (Note 2)

COMMON STOCKS (continued)

Materials - 3.0%
Chemicals - 2.1%
Monsanto Co.	456,060	$	28,759,143

Construction Materials - 0.9%
Martin Marietta Materials, Inc.	122,460		11,741,465

Total Materials			40,500,608

Telecommunication Services - 2.8%
Wireless Telecommunication Services - 2.8%
American Tower Corp. - Class A*	318,750		13,008,188
Crown Castle International Corp.*	655,620		24,815,217

Total Telecommunication Services			37,823,405

TOTAL COMMON STOCKS
(Identified Cost $1,106,502,679)			1,329,273,469


SHORT-TERM INVESTMENTS - 4.7%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.09%
(Identified Cost $63,965,683)	63,965,683		63,965,683

TOTAL INVESTMENTS - 101.5%
(Identified Cost $1,170,468,362)			1,393,239,152
LIABILITIES, LESS OTHER ASSETS - (1.5%)			(20,288,249	)

NET ASSETS - 100%		$	1,372,950,903

*Non-income producing security

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

²Rate shown is the current yield as of April 30, 2010.


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

Statement of Assets and Liabilities (unaudited)

April 30, 2010


ASSETS:

Investments, at value (identified cost $1,170,468,362) (Note 2)	$	1,393,239,152
Receivable for fund shares sold		3,120,814
Dividends receivable		595,821


TOTAL ASSETS		1,396,955,787


LIABILITIES:

Accrued management fees (Note 3)		1,092,388
Accrued transfer agent fees (Note 3)		60,507
Accrued fund accounting and administration fees (Note 3)		17,370
Accrued Chief Compliance Officer service fees (Note 3)		667
Payable for securities purchased		21,578,248
Payable for fund shares repurchased		1,236,430
Other payables and accrued expenses		19,274


TOTAL LIABILITIES		24,004,884


TOTAL NET ASSETS	$	1,372,950,903


NET ASSETS CONSIST OF:

Capital stock	$	753,465
Additional paid-in-capital		1,221,139,205
Undistributed net investment income		993,659
Accumulated net realized loss on investments		(72,706,216	)
Net unrealized appreciation on investments		222,770,790


TOTAL NET ASSETS	$	1,372,950,903


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($1,372,950,903/75,346,464 shares)	$	18.22


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Dividends	$	7,435,488
Interest		4,961


Total Investment Income		7,440,449


EXPENSES:

Management fees (Note 3)		5,885,046
Transfer agent fees (Note 3)		206,115
Fund accounting and administration fees (Note 3)		99,658
Directors’ fees (Note 3)		6,373
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		24,974
Miscellaneous		80,034


Total Expenses		6,303,900
Less reduction of expenses (Note 3)		(124,602	)


Net Expenses		6,179,298


NET INVESTMENT INCOME		1,261,151


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		24,844,665
Net change in unrealized appreciation on investments		158,205,645


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		183,050,310


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	184,311,461


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,261,151		$	1,741,459
Net realized gain (loss) on investments		24,844,665			(59,388,937	)
Net change in unrealized appreciation on investments		158,205,645			195,678,137


Net increase from operations		184,311,461			138,030,659


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,082,233	)		(2,526,440	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		186,678,589			365,955,855


Net increase in net assets		369,907,817			501,460,074

NET ASSETS:

Beginning of period		1,003,043,086			501,583,012


End of period (including undistributed net investment income of $993,659 and $814,741, respectively)	$	1,372,950,903		$	1,003,043,086


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

Financial Highlights



	For the Six Months Ended 4/30/10			For the Years Ended
	(unaudited)	10/31/09		10/31/08		10/31/07		10/31/06	10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$15.55	$13.34		$21.43		$19.19		$17.24	$15.63

Income (loss) from investment operations:
Net investment income (loss)	0.02¹	0.04	¹	0.07		0.06		0.04	(0.01)
Net realized and unrealized gain (loss) on investments	2.67	2.24		(7.35	)	2.65		3.25	2.45

Total from investment operations	2.69	2.28		(7.28	)	2.71		3.29	2.44

Less distributions to shareholders:
From net investment income	(0.02)	(0.07	)	(0.07	)	(0.05	)	—	—
From net realized gain on investments	—	—		(0.74	)	(0.42	)	(1.34)	(0.83)

Total distributions to shareholders	(0.02)	(0.07	)	(0.81	)	(0.47	)	(1.34)	(0.83)

Net asset value - End of period	$18.22	$15.55		$13.34		$21.43		$19.19	$17.24


Net assets - End of period
(000’s omitted)	$1,372,951	$1,003,043		$501,583		$191,026		$8,310	$2,714


Total return²	17.28%	17.23%		(35.09%	)	14.37%		20.36%	16.05%
Ratios (to average net assets)/
Supplemental Data:
Expenses*	1.05%³	1.05%		1.05%		1.05%		1.05%	1.05%
Net investment income (loss)	0.21%³	0.26%		0.56%		0.45%		0.35%	(0.04%)
Portfolio turnover	20%	50%		63%		44%		55%	57%

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

	0.02%³	0.06%		0.06%		0.11%		1.24%	2.33%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2010, 6.2 billion shares have been designated in total among 29 series, of which 200 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, 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.


11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description		4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	1,329,273,469	$	1,329,273,469	$	—	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		63,965,683		63,965,683		—		—
Other financial instruments**		—		—		—		—

Total	$	1,393,239,152	$	1,393,239,152	$	—	$	—

*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 April 30, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or April 30, 2010.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the end of the reporting period. There were no significant transfers between Level 1 and Level 2 as of April 30, 2010.

Additional disclosure surrounding the activity in Level 3 fair value measurement will also be effective for fiscal years beginning after December 15, 2010. Management has concluded that this will not have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

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

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

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

Federal Taxes

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


				12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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 April 30, 2010, 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.

3.	TRANSACTIONS WITH AFFILIATES

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

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


13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2011, 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 $123,843 for the six months ended April 30, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $759 for the six months ended April 30, 2010, which is also 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 through November 7, 2009, the Fund paid 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, were 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 and agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (“PNCGIS”) under which PNCGIS 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-, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

On February 2, 2010, The PNC Financial Services Group, Inc. (“PNC”), which serves as the Series’ sub-accountant services agent and sub-transfer agent, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with The Bank of New York Mellon Corporation (“BNY Mellon”), the Series’ custodian. Upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, which has been approved by the board of directors of each company, PNC will sell to BNY Mellon (the “Stock Sale”) 100% of the issued and outstanding shares of PNC Global Investment Servicing Inc., an indirect, wholly-owned subsidiary of PNC. The Stock Sale is expected to close in the third quarter of 2010. Management has concluded that this will not have a material impact on the Series’ financial statements.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $417,336,551 and $227,707,632, respectively. There were no purchases or sales of U. S. Government securities.


				14

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:


	For the Six Months					For the Year
	Ended 4/30/10					Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	18,697,959		$	320,637,949		45,553,334		$	605,942,070
Reinvested	26,609			443,305		81,554			954,994
Repurchased	(7,863,278	)		(134,402,665	)	(18,762,919	)		(240,941,209	)

Total	10,861,290		$	186,678,589		26,871,969		$	365,955,855

At April 30, 2010, the retirement plan of the Advisor and its affiliates owned 184,525 shares of the Series (0.2% of shares outstanding) valued at $3,362,041.

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. These risks include: 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 on April 30, 2010.

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 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 capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value.Any such reclassifications are not reflected in the financial highlights.

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2009 were as follows:


Ordinary income		$2,526,440


15

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2009, the Series had a capital loss carryover of $79,507,620, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire as follows:

At April 30, 2010, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$1,186,234,338
Unrealized appreciation	$ 237,909,376
Unrealized depreciation	(30,904,562	)

Net unrealized appreciation	$ 207,004,814

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 the date the financial statements were issued.


				16

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on December 7, 2009, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, Inc. (the “Advisor”) was reviewed by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and reviewed by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2009 Annual Review of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

•

The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 23 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

•

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

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 13 of the 26 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

•

The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory


17

Renewal of Investment Advisory Agreement (unaudited)

fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Global Fixed Income Series and the Target Series Class R and Class C, are currently below the median and mean for similar funds as listed on Morningstar. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

•

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

•

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

•

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

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


				18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

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

Prospectus and Statement of Additional Information (SAI)

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


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://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-04/10-SAR

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2009 to April 30, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period* 11/1/09-4/30/10
Actual	$1,000.00	$1,159.50	$6.43
Hypothetical (5% return before expenses)	$1,000.00	$1,018.84	$6.01

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


				1

Portfolio Composition as of April 30, 2010 (unaudited)

LOGO


2

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS - 94.0%

Consumer Discretionary - 13.5%
Automobiles - 0.8%
Bayerische Motoren Werke AG (BMW) (Germany)	6,760	$	334,193

Hotels, Restaurants & Leisure - 2.0%
Carnival Corp.	12,560		523,752
International Game Technology	13,560		285,845

			809,597

Media - 7.6%
Discovery Communications, Inc. - Class A*	13,240		512,388
Reed Elsevier plc (United Kingdom)	52,560		413,760
Time Warner, Inc.	17,530		579,892
The Walt Disney Co.	29,030		1,069,465
The Washington Post Co. - Class B	1,010		512,232

			3,087,737

Specialty Retail - 3.1%
Dick’s Sporting Goods, Inc.*	17,310		503,894
The Home Depot, Inc.	3,520		124,080
Lowe’s Companies, Inc.	5,430		147,262
The Sherwin-Williams Co.	6,150		480,130

			1,255,366

Total Consumer Discretionary			5,486,893

Consumer Staples - 7.4%
Food & Staples Retailing - 1.9%
The Kroger Co.	19,240		427,705
Safeway, Inc.	15,300		361,080

			788,785

Food Products - 5.5%
General Mills, Inc.	6,090		433,486
Kellogg Co.	8,150		447,761
Nestle S.A. (Switzerland)	15,860		778,889
Unilever plc - ADR (United Kingdom)	19,000		571,900

			2,232,036

Total Consumer Staples			3,020,821

Energy - 8.0%
Energy Equipment & Services - 4.7%
Baker Hughes, Inc.	10,490		521,982
National Oilwell Varco, Inc.	2,752		121,171
Schlumberger Ltd.	9,060		647,065
Weatherford International Ltd. (Switzerland)*	34,540		625,519

			1,915,737


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 3.3%
Cameco Corp. (Canada)	12,760	$	314,024
Hess Corp.	14,680		932,914
Uranium One, Inc. (Canada)*	29,880		75,597

			1,322,535

Total Energy			3,238,272

Financials - 10.4%
Capital Markets - 4.5%
The Bank of New York Mellon Corp.¹	29,770		926,740
Federated Investors, Inc. - Class B	17,430		420,411
Northern Trust Corp.	8,360		459,633

			1,806,784

Commercial Banks - 1.1%
HSBC Holdings plc (United Kingdom)	44,630		456,154

Consumer Finance - 2.1%
American Express Co.	18,390		848,147

Diversified Financial Services - 1.1%
Deutsche Boerse AG (Germany)	5,620		438,041

Insurance - 1.6%
The Progressive Corp.	33,300		668,997

Total Financials			4,218,123

Health Care - 15.5%
Biotechnology - 1.8%
Genzyme Corp.*	10,520		560,085
Grifols S.A. (Spain)	15,090		191,875

			751,960

Health Care Equipment & Supplies - 6.3%
Becton, Dickinson and Co.	11,020		841,597
Boston Scientific Corp.*	80,800		555,904
Gen-Probe, Inc.*	8,600		407,554
Inverness Medical Innovations, Inc.*	19,350		769,743

			2,574,798

Health Care Providers & Services - 1.0%
Quest Diagnostics, Inc.	7,170		409,837

Health Care Technology - 1.2%
Cerner Corp.*	5,570		472,949

Life Sciences Tools & Services - 2.6%
Lonza Group AG (Switzerland)	2,430		190,805
PerkinElmer, Inc.	11,080		277,554


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services (continued)
Thermo Fisher Scientific, Inc.*	10,570	$	584,310

			1,052,669

Pharmaceuticals - 2.6%
Johnson & Johnson	12,700		816,610
Novartis AG - ADR (Switzerland)	4,430		225,265

			1,041,875

Total Health Care			6,304,088

Industrials - 13.4%
Aerospace & Defense - 1.1%
The Boeing Co.	6,410		464,276

Air Freight & Logistics - 2.9%
FedEx Corp.	4,690		422,147
United Parcel Service, Inc. - Class B	10,700		739,798

			1,161,945

Airlines - 4.2%
Ryanair Holdings plc - ADR (Ireland)*	16,750		471,680
Southwest Airlines Co.	94,640		1,247,355

			1,719,035

Commercial Services & Supplies - 1.1%
Waste Management, Inc.	12,640		438,355

Machinery - 1.3%
Pall Corp.	13,630		531,434

Professional Services - 1.8%
Adecco S.A. (Switzerland)	12,320		726,962

Road & Rail - 1.0%
Heartland Express, Inc.	8,360		138,274
J.B. Hunt Transport Services, Inc.	3,030		111,686
Knight Transportation, Inc.	6,460		137,534

			387,494

Total Industrials			5,429,501

Information Technology - 21.1%
Communications Equipment - 3.3%
Cisco Systems, Inc.*	31,750		854,710
Juniper Networks, Inc.*	8,360		237,507
QUALCOMM, Inc.	6,570		254,522

			1,346,739


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Computers & Peripherals - 2.1%
EMC Corp.*	45,920	$	872,939

Internet Software & Services - 3.2%
Google, Inc. - Class A*	2,440		1,282,074

IT Services - 5.8%
Accenture plc - Class A (Ireland)	10,850		473,494
Automatic Data Processing, Inc.	12,350		535,496
Paychex, Inc.	19,500		596,700
The Western Union Co.	40,430		737,848

			2,343,538

Semiconductors & Semiconductor Equipment - 1.9%
Advantest Corp. (Japan)	7,500		195,694
KLA-Tencor Corp.	6,690		227,861
Lam Research Corp.*	4,130		167,472
Tokyo Electron Ltd. (Japan)	2,800		185,107

			776,134

Software - 4.8%
Autodesk, Inc.*	18,200		618,982
Microsoft Corp.	12,820		391,523
Salesforce.com, Inc.*	4,510		386,056
SAP AG - ADR (Germany)	11,510		546,149

			1,942,710

Total Information Technology			8,564,134

Materials - 3.0%
Chemicals - 2.2%
Monsanto Co.	14,500		914,370

Construction Materials - 0.8%
Martin Marietta Materials, Inc.	3,200		306,816

Total Materials			1,221,186

Telecommunication Services - 1.7%
Wireless Telecommunication Services - 1.7%
American Tower Corp. - Class A*	5,120		208,947
Crown Castle International Corp.*	12,340		467,069

Total Telecommunication Services			676,016

TOTAL COMMON STOCKS
(Identified Cost $31,199,939)			38,159,034


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

SHORT-TERM INVESTMENTS - 6.5%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.09%
(Identified Cost $2,639,452)	2,639,452	$	2,639,452

TOTAL INVESTMENTS - 100.5%
(Identified Cost $33,839,391)			40,798,486
LIABILITIES, LESS OTHER ASSETS - (0.5%)			(193,404	)

NET ASSETS - 100%		$	40,605,082

ADR - American Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of April 30, 2010.


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

Statement of Assets and Liabilities (unaudited)

April 30, 2010


ASSETS:

Investments, at value (identified cost $33,839,391) (Note 2)	$	40,798,486
Cash		120
Receivable for fund shares sold		394,104
Receivable for securities sold		246,334
Dividends receivable		35,649
Foreign tax reclaims receivable		16,495


TOTAL ASSETS		41,491,188


LIABILITIES:

Accrued management fees (Note 3)		26,733
Accrued fund accounting and administration fees (Note 3)		2,093
Accrued Chief Compliance Officer service fees (Note 3)		667
Accrued transfer agent fees (Note 3)		594
Payable for securities purchased		804,931
Payable for fund shares repurchased		35,807
Other payables and accrued expenses		15,281


TOTAL LIABILITIES		886,106


TOTAL NET ASSETS	$	40,605,082


NET ASSETS CONSIST OF:

Capital stock	$	16,455
Additional paid-in-capital		37,588,646
Undistributed net investment income		44,223
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,003,674	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,959,432


TOTAL NET ASSETS	$	40,605,082


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($40,605,082/1,645,542 shares)	$	24.68


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $7,488)	$	245,971
Interest		25


Total Investment Income		245,996


EXPENSES:

Management fees (Note 3)		163,732
Fund accounting and administration fees (Note 3)		16,354
Directors’ fees (Note 3)		6,373
Transfer agent fees (Note 3)		3,878
Chief Compliance Officer service fees (Note 3)		1,700
Audit fees		15,359
Registration and filing fees		10,201
Custodian fees		1,861
Miscellaneous		4,058


Total Expenses		223,516
Less reduction of expenses (Note 3)		(27,038	)


Net Expenses		196,478


NET INVESTMENT INCOME		49,518


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

Net realized gain (loss) on-
Investments		674,595
Foreign currency and translation of other assets and liabilities		(201	)


		674,394

Net change in unrealized appreciation (depreciation) on-
Investments		4,002,538
Foreign currency and translation of other assets and liabilities		(566	)


		4,001,972


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		4,676,366


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,725,884


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	49,518		$	65,162
Net realized gain (loss) on investments and foreign currency		674,394			(1,837,316	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		4,001,972			6,428,424


Net increase from operations		4,725,884			4,656,270


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(50,092	)		(99,078	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		6,670,415			9,171,810


Net increase in net assets		11,346,207			13,729,002

NET ASSETS:

Beginning of period		29,258,875			15,529,873


End of period (including undistributed net investment income of $44,223 and $44,797, respectively)	$	40,605,082		$	29,258,875


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

Financial Highlights



	For the Six
	Months Ended
	4/30/10			For the Years Ended
	(unaudited)	10/31/09		10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$21.32	$18.26		$28.44	$27.01	$25.60	$23.51

Income (loss) from investment operations:
Net investment income	0.04¹	0.06	¹	0.12	0.08	0.13	0.06
Net realized and unrealized gain (loss) on investments	3.36	3.11		(9.42)	3.44	4.41	3.36

Total from investment operations	3.40	3.17		(9.30)	3.52	4.54	3.42

Less distributions to shareholders:
From net investment income	(0.04)	(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	(0.04)	(0.11)		(0.88)	(2.09)	(3.13)	(1.33)

Net asset value - End of period	$24.68	$21.32		$18.26	$28.44	$27.01	$25.60

Net assets - End of period
(000’s omitted)	$40,605	$29,259		$15,530	$25,695	$7,585	$6,886

Total return²	15.95%	17.57%		(33.62%)	13.65%	20.01%	14.96%
Ratios (to average net assets)/
Supplemental Data:
Expenses*	1.20%³	1.20%		1.20%	1.20%	1.20%	1.20%
Net investment income	0.30%³	0.31%		0.44%	0.38%	0.54%	0.23%
Portfolio turnover	22%	48%		96%	65%	61%	68%

* The investment advisor did not impose all of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amounts:

	0.17%³	0.24%		0.20%	0.25%	0.78%	0.82%

¹Calculated based on average shares outstanding during the periods.

³Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

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

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2010, 6.2 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.


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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 April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	38,159,034	$	38,159,034	$	—	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		2,639,452		2,639,452		—		—
Other financial instruments**		—		—		—		—

Total	$	40,798,486	$	40,798,486	$	—	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2009 or April 30, 2010.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation


				13

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

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

Distributions of Income and Gains

Indemnifications

Other


14

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least February 28, 2011, 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 $26,280 for the six months ended April 30, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $758 for the six months ended April 30, 2010, which is also included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

For fund accounting and transfer agent services through November 7, 2009, the Fund paid 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, were 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 the sub-accountant and sub-transfer agent.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing U.S. Inc. (“PNCGIS”) under which PNCGIS 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-, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.


				15

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $12,042,090 and $7,061,019, 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 Six Months					For the Year
	Ended 4/30/10					Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	480,509		$	11,498,562		691,302		$	12,064,908
Reinvested	692			15,838		2,642			43,004
Repurchased	(207,986	)		(4,843,985	)	(172,173	)		(2,936,102	)

Total	273,215		$	6,670,415		521,771		$	9,171,810

At April 30, 2010, one omnibus account owned 1,028,955 shares of the Series (62.5% of shares outstanding) valued at $25,394,600. Investment activities of this shareholder may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


16

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

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.


Ordinary income		$	99,078

At October 31, 2009, the Series had a capital loss carryover of $4,350,362, 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


Cost for federal income tax purposes	$	34,071,324
Unrealized appreciation	$	7,380,190
Unrealized depreciation		(653,028	)

Net unrealized appreciation	$	6,727,162

9.	SUBSEQUENT EVENTS

There were no other 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 the date the financial statements were issued.


				17

Renewal of Investment Advisory Agreement (unaudited)

•


18

Renewal of Investment Advisory Agreement (unaudited)

•


				19

This Page Intentionally Left Blank


20

This Page Intentionally Left Blank


				21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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 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

MNTAX-04/10-SAR

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the six month period (November 1, 2009 to April 30, 2010).

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. Therefore, the Hypothetical lines of the tables are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10¹	Annualized Expense Ratio²
Target Income
Actual (Class K)	$1,000.00	$1,055.90	$1.53	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,054.90	$2.80	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,051.90	$5.34	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,056.90	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%


1

Shareholder Expense Example (unaudited)


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10 ¹	Annualized Expense Ratio ²
Target 2010
Actual (Class K)	$1,000.00	$1,082.40	$1.55	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,081.70	$2.84	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,078.60	$5.41	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,083.80	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%

	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10¹	Annualized Expense Ratio²
Target 2020
Actual (Class K)	$1,000.00	$1,106.60	$1.57	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,105.00	$2.87	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,102.10	$5.47	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,107.90	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%

	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10¹	Annualized Expense Ratio²
Target 2030
Actual (Class K)	$1,000.00	$1,129.70	$1.58	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,128.50	$2.90	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,125.10	$5.53	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,131.70	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%


				2

Shareholder Expense Example (unaudited)


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10¹	Annualized Expense Ratio²
Target 2040
Actual (Class K)	$1,000.00	$1,150.10	$1.60	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,149.10	$2.93	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,147.00	$5.59	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,152.10	$0.27	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%

	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10¹	Annualized Expense Ratio²
Target 2050
Actual (Class K)	$1,000.00	$1,150.70	$1.60	0.30%
Hypothetical³	$1,000.00	$1,023.31	$1.51	0.30%

Actual (Class R)	$1,000.00	$1,150.20	$2.93	0.55%
Hypothetical³	$1,000.00	$1,022.07	$2.76	0.55%

Actual (Class C)	$1,000.00	$1,146.10	$5.59	1.05%
Hypothetical³	$1,000.00	$1,019.59	$5.26	1.05%

Actual (Class I)	$1,000.00	$1,152.00	$0.27	0.05%
Hypothetical³	$1,000.00	$1,024.55	$0.25	0.05%

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

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

³Assumes 5% annual return before expenses.


3

Portfolio Composition as of April 30, 2010 - Asset Allocation¹ (unaudited)

LOGO

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

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

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


				4

Statements of Assets and Liabilities (unaudited)

April 30, 2010


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
ASSETS:
Manning & Napier Pro-Blend^® Maximum Term Series - Class I (2,767,959 shares, 4,586,005 shares, and 1,440,830 shares, respectively)	$	—		$	—		$	—		$	27,596,549		$	45,722,467		$	14,365,079
Manning & Napier Pro-Blend^® Extended Term Series - Class I (5,960,087 shares and 4,145,240 shares, respectively)		—			—			59,183,668			41,162,231			—			—
Manning & Napier Pro-Blend^® Moderate Term Series - Class I (3,249,336 shares and 1,424,890 shares, respectively)		—			33,208,217			14,562,379			—			—			—
Manning & Napier Pro-Blend^® Conservative Term Series - Class I (4,405,710 shares)		46,436,179			—			—			—			—			—

Total investments in securities:
At value*		46,436,179			33,208,217			73,746,047			68,758,780			45,722,467			14,365,079
Receivable for fund shares sold		27,818			9,882			62,324			43,889			11,603			18,599
Receivable for securities sold		—			—			—			—			16,862			—
Receivable from investment Advisor (Note 3)		9,228			19,105			12,385			15,098			18,149			23,606
Prepaid transfer agent fees (Note 3)		688			—			—			—			—			—

TOTAL ASSETS		46,473,913			33,237,204			73,820,756			68,817,767			45,769,081			14,407,284

LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		10,676			11,881			12,117			12,070			11,943			11,756
Accrued distribution and service (Rule 12b-1) fees (Note 3)		9,850			8,182			17,369			14,788			10,370			3,193
Accrued Chief Compliance Officer service fees (Note 3)		889			889			889			889			889			889
Audit fees payable		12,884			12,973			12,912			12,944			12,987			13,032
Payable for securities purchased		7,786			9,862			51,425			41,412			—			18,480
Payable for fund shares repurchased		1,906			19			5,883			10			27,945			41
Other payables and accrued expenses		231			3,165			3,414			4,500			3,447			3,100

TOTAL LIABILITIES		44,222			46,971			104,009			86,613			67,581			50,491

TOTAL NET ASSETS	$	46,429,691		$	33,190,233		$	73,716,747		$	68,731,154		$	45,701,500		$	14,356,793

NET ASSETS CONSIST OF:
Capital stock		44,232			32,467			74,068			69,670			45,576			14,287
Additional paid-in-capital		40,477,196			29,503,073			65,222,092			60,918,147			40,687,823			13,543,037
Undistributed net investment loss		(38,544	)		(32,711	)		(67,458	)		(58,219	)		(42,697	)		(12,893	)
Accumulated net realized gain on underlying series		273,175			181,224			2,373,959			1,976,333			263,029			21,043
Net unrealized appreciation on underlying series		5,673,632			3,506,180			6,114,086			5,825,223			4,747,769			791,319

TOTAL NET ASSETS	$	46,429,691		$	33,190,233		$	73,716,747		$	68,731,154		$	45,701,500		$	14,356,793


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

Statements of Assets and Liabilities (unaudited)

April 30, 2010


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
Class K
Net Assets	$	45,212,524	$	27,347,935	$	58,994,046	$	60,915,542	$	39,066,296	$	12,910,208
Shares Outstanding		4,306,148		2,672,778		5,919,977		6,173,037		3,893,302		1,284,022
Net Asset Value, Offering Price, and Redemption Price per share	$	10.50	$	10.23	$	9.97	$	9.87	$	10.03	$	10.05
Class R
Net Assets	$	211,581	$	2,404,138	$	7,842,244	$	3,271,364	$	4,826,047	$	995,755
Shares Outstanding		20,291		236,446		793,482		332,933		483,482		99,521
Net Asset Value, Offering Price, and Redemption Price per share	$	10.43	$	10.17	$	9.88	$	9.83	$	9.98	$	10.01
Class C
Net Assets	$	713,601	$	2,014,950	$	3,435,065	$	2,161,148	$	824,356	$	314,934
Shares Outstanding		69,046		198,893		348,608		220,988		83,140		31,704
Net Asset Value, Offering Price, and Redemption Price per share	$	10.34	$	10.13	$	9.85	$	9.78	$	9.92	$	9.93
Class I
Net Assets	$	291,985	$	1,423,210	$	3,445,392	$	2,383,100	$	984,801	$	135,896
Shares Outstanding		27,734		138,589		344,688		240,033		97,669		13,442
Net Asset Value, Offering Price, and Redemption Price per share	$	10.53	$	10.27	$	10.00	$	9.93	$	10.08	$	10.11

*At identified cost	$	40,762,547	$	29,702,037	$	67,631,961	$	62,933,557	$	40,974,698	$	13,573,760


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

Statements of Operations (unaudited)

For the Six Months Ended April 30, 2010


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
INVESTMENT INCOME:
Income distributions from underlying series	$	598,122		$	250,395		$	621,223		$	291,497		$	102,094		$	11,293

EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		54,458			27,906			58,398			55,230			34,824			9,787
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		2,877			9,200			14,693			7,847			2,935			891
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		164			4,609			10,896			2,668			7,584			1,656
Fund accounting and administration fees (Note 3)		22,179			23,268			23,632			23,536			23,336			23,048
Directors’ fees (Note 3)		6,373			6,373			6,373			6,596			6,373			6,373
Transfer agent fees (Note 3)		2,460			4,067			4,544			4,184			4,142			3,996
Chief Compliance Officer service fees (Note 3)		1,916			1,916			1,916			1,916			1,916			1,916
Registration and filing fees		18,688			21,759			21,968			22,221			22,040			21,860
Audit fees		9,632			9,632			9,632			9,632			9,632			9,632
Legal fees		2,607			2,607			2,607			2,607			2,607			2,607
Nasdaq fees		981			981			981			981			981			981
Custodian fees		708			744			1,066			1,611			793			744
Miscellaneous		548			207			235			231			169			141

Total Expenses		123,591			113,269			156,941			139,260			117,332			83,632
Less reduction of expenses (Note 3)		(54,991	)		(64,826	)		(58,808	)		(61,355	)		(63,931	)		(69,103	)

Net Expenses		68,600			48,443			98,133			77,905			53,401			14,529

NET INVESTMENT INCOME (LOSS)		529,522			201,952			523,090			213,592			48,693			(3,236	)

REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain on underlying series		275,599			185,523			2,407,379			1,990,132			277,473			24,766
Net change in unrealized appreciation on underlying series		1,601,360			1,625,682			2,397,849			2,860,269			3,292,180			760,809

NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		1,876,959			1,811,205			4,805,228			4,850,401			3,569,653			785,575

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,406,481		$	2,013,157		$	5,328,318		$	5,063,993		$	3,618,346		$	782,339


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

Statements of Changes in Net Assets


	Target Income						Target 2010						Target 2020
	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09			For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09			For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	529,522		$	90,626		$	201,952		$	17,147		$	523,090		$	52,778
Net realized gain on underlying series		275,599			146,214			185,523			38,159			2,407,379			51,411
Net change in unrealized appreciation on underlying series		1,601,360			4,071,769			1,625,682			1,880,027			2,397,849			3,752,187


Net increase from operations		2,406,481			4,308,609			2,013,157			1,935,333			5,328,318			3,856,376


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(645,975	)		(1,841	)		(197,130	)		(3,846	)		(480,062	)		(9,533	)
From net investment income (Class R)		(872	)		(2	)		(25,363	)		(2	)		(70,933	)		(2	)
From net investment income (Class C)		(6,848	)		(3	)		(12,835	)		(2,116	)		(32,396	)		(5,417	)
From net investment income (Class I)		(3,098	)		(53	)		(9,377	)		(1,141	)		(38,136	)		(6,847	)
From net realized gain on investments (Class K)		(146,108	)		—			(33,958	)		—			(62,557	)		—
From net realized gain on investments (Class R)		(189	)		—			(4,014	)		—			(8,716	)		—
From net realized gain on investments (Class C)		(1,727	)		—			(3,071	)		—			(5,355	)		—
From net realized gain on investments (Class I)		(614	)		—			(1,415	)		—			(4,520	)		—


Total distributions to shareholders		(805,431	)		(1,899	)		(287,163	)		(7,105	)		(702,675	)		(21,799	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		2,271,297			38,179,735			13,457,984			15,878,343			34,389,597			30,587,054

Net increase in net assets		3,872,347			42,486,445			15,183,978			17,806,571			39,015,240			34,421,631

NET ASSETS:

Beginning of period		42,557,344			70,899			18,006,255			199,684			34,701,507			279,876


End of period¹	$	46,429,691		$	42,557,344		$	33,190,233		$	18,006,255		$	73,716,747		$	34,701,507


¹Including undistributed net investment income (loss) of:		(38,544	)		88,727			(32,711	)		10,042			(67,458	)		30,979


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

Statements of Changes in Net Assets


	Target 2030						Target 2040							Target 2050
	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09			For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09				For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	213,592		$	21,881		$	48,693		$	3,415			$	(3,236	)	$	100
Net realized gain on underlying series		1,990,132			76,189			277,473			41,791				24,766			14,093
Net change in unrealized appreciation on underlying series		2,860,269			2,964,896			3,292,180			1,462,728				760,809			34,743


Net increase from operations		5,063,993			3,062,966			3,618,346			1,507,934				782,339			48,936


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(249,591	)		(5	)		(68,975	)		(797	)			(5,977	)		(2	)
From net investment income (Class R)		(10,413	)		(2	)		(18,022	)		(2	)			(3,025	)		(2	)
From net investment income (Class C)		(7,995	)		(828	)		(1,400	)		(2	)			(169	)		(2	)
From net investment income (Class I)		(18,962	)		(5,897	)		(4,341	)		(1,266	)			(486	)		(760	)
From net realized gain on investments (Class K)		(78,169	)		—			(42,807	)		—				(10,313	)		—
From net realized gain on investments (Class R)		(3,056	)		—			(9,808	)		—				(5,129	)		—
From net realized gain on investments (Class C)		(3,577	)		—			(1,490	)		—				(1,001	)		—
From net realized gain on investments (Class I)		(5,186	)		—			(2,126	)		—				(704	)		—


Total distributions to shareholders		(376,949	)		(6,732	)		(148,969	)		(2,067	)			(26,804	)		(766	)
													��

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		37,768,430			23,206,581			27,979,307			12,718,183				11,775,875			1,759,123

Net increase in net assets		42,455,474			26,262,815			31,448,684			14,224,050				12,531,410			1,807,293

NET ASSETS:

Beginning of period		26,275,680			12,865			14,252,816			28,766				1,825,383			18,090


End of period¹	$	68,731,154		$	26,275,680		$	45,701,500		$	14,252,816			$	14,356,793		$	1,825,383


¹Including undistributed net investment income (loss) of:		(58,219	)		15,150			(42,697	)		1,348				(12,893	)		—


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

Financial Highlights


Target Income Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.13		$9.30		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.12		0.03		(0.01	)
Net realized and unrealized gain (loss) on underlying series	0.43		1.04		(0.69	)

Total from investment operations	0.55		1.07		(0.70	)

Less distributions to shareholders:
From net investment income	(0.15	)	(0.24	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.18	)	(0.24	)	—

Net asset value - End of period	$10.50		$10.13		$9.30

Net assets - End of period (000’s omitted)	$45,213		$42,116		$70,620	³

Total return⁴	5.59%		11.80%		(7.00%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.30%	^5,6	0.30%	⁷	0.30%	^5,7
Net investment income (loss)	2.40%	⁵	0.31%		(0.27%	)⁵
Series portfolio turnover⁸	6%		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 amounts:
	0.25%	^5,6	0.41%	⁷	1,571%	^5,7,9
Target Income Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.08		$9.29		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.09		(0.05	)	0.02
Net realized and unrealized gain (loss) on underlying series	0.45		1.09		(0.73	)

Total from investment operations	0.54		1.04		(0.71	)

Less distributions to shareholders:
From net investment income	(0.16	)	(0.25	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.19	)	(0.25	)	—

Net asset value - End of period	$10.43		$10.08		$9.29

Net assets - End of period (000’s omitted)	$212		$54		$93	³

Total return⁴	5.49%		11.44%		(7.10%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.55%	^5,6	0.55%	⁷	0.55%	^5,7
Net investment income (loss)	1.76%	⁵	(0.51%	)	0.34%	⁵
Series portfolio turnover⁸	6%		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 amounts:
	0.86%	^5,6	169.34%	⁷	43,127%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.67%.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

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

⁹The 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.		10

Financial Highlights


Target Income Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.00		$9.26		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.07		(0.03	)	(0.01	)
Net realized and unrealized gain (loss) on underlying series	0.44		1.02		(0.73	)

Total from investment operations	0.51		0.99		(0.74	)

Less distributions to shareholders:
From net investment income	(0.14	)	(0.25	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.17	)	(0.25	)	—

Net asset value - End of period	$10.34		$10.00		$9.26

Net assets - End of period (000’s omitted)	$714		$330		$93	³

Total return⁴	5.19%		10.91%		(7.40%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.05%	^5,6	1.05%	⁷	1.05%	^5,7
Net investment income (loss)	1.33%	⁵	(0.30%	)	(0.15%	)⁵
Series portfolio turnover⁸	6%		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 amounts:
	0.31%	^5,6	10.70%	⁷	43,147%	^5,7,9
Target Income Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.17		$9.32		$10.00

Income (loss) from investment operations:
Net investment income²	0.13		0.06		0.05
Net realized and unrealized gain (loss) on underlying series	0.44		1.04		(0.73	)

Total from investment operations	0.57		1.10		(0.68	)

Less distributions to shareholders:
From net investment income	(0.18	)	(0.25	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.21	)	(0.25	)	—

Net asset value - End of period	$10.53		$10.17		$9.32

Net assets - End of period (000’s omitted)	$292		$58		$93	³

Total return⁴	5.69%		12.06%		(6.80%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.05%	^5,6	0.05%	⁷	0.05%	^5,7
Net investment income	2.51%	⁵	0.66%		0.85%	⁵
Series portfolio turnover⁸	6%		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 amounts:
	0.45%	^5,6	54.69%	⁷	43,107%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.67%.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

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

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


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

Financial Highlights


Target 2010 Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.58		$8.61		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.07		0.02		(0.01	)
Net realized and unrealized gain (loss) on underlying series	0.71		1.15		(1.38	)

Total from investment operations	0.78		1.17		(1.39	)

Less distributions to shareholders:
From net investment income	(0.11	)	(0.20	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.13	)	(0.20	)	—

Net asset value - End of period	$10.23		$9.58		$8.61

Net assets - End of period (000’s omitted)	$27,348		$15,782		$101,213	³

Total return⁴	8.24%		13.97%		(13.90%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.30%	^5,6	0.30%	⁷	0.30%	^5,7
Net investment income (loss)	1.50%	⁵	0.19%		(0.28%	)⁵
Series portfolio turnover⁸	4%		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 amounts:
	0.48%	^5,6	1.31%	⁷	1,071%	^5,7,9
Target 2010 Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.54		$8.61		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.10		(0.05	)	0.02
Net realized and unrealized gain (loss) on underlying series	0.67		1.18		(1.41	)

Total from investment operations	0.77		1.13		(1.39	)

Less distributions to shareholders:
From net investment income	(0.12	)	(0.20	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.14	)	(0.20	)	—

Net asset value - End of period	$10.17		$9.54		$8.61

Net assets - End of period (000’s omitted)	$2,404		$284		$86	³

Total return⁴	8.17%		13.54%		(13.90%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.55%	^5,6	0.55%	⁷	0.55%	^5,7
Net investment income (loss)	2.01%	⁵	(0.55%	)	0.36%	⁵
Series portfolio turnover⁸	4%		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 amounts:
	0.49%	^5,6	25.36%	⁷	42,882%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.81%.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

⁹The 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.		12

Financial Highlights


Target 2010 Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.49		$8.58		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.04		(0.01	)	(0.05	)
Net realized and unrealized gain (loss) on underlying series	0.70		1.10		(1.37	)

Total from investment operations	0.74		1.09		(1.42	)

Less distributions to shareholders:
From net investment income	(0.08	)	(0.18	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.10	)	(0.18	)	—

Net asset value - End of period	$10.13		$9.49		$8.58

Net assets - End of period (000’s omitted)	$2,015		$1,471		$98,226	³

Total return⁴	7.86%		13.13%		(14.20%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.05%	^5,6	1.05%	⁷	1.05%	^5,7
Net investment income (loss)	0.90%	⁵	(0.12%	)	(1.03%	)⁵
Series portfolio turnover⁸	4%		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 amounts:
	0.50%	^5,6	5.01%	⁷	919%	^5,7,9
Target 2010 Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.62		$8.63		$10.00

Income (loss) from investment operations:
Net investment income²	0.09		0.07		0.05
Net realized and unrealized gain (loss) on underlying series	0.71		1.12		(1.42	)

Total from investment operations	0.80		1.19		(1.37	)

Less distributions to shareholders:
From net investment income	(0.13	)	(0.20	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.15	)	(0.20	)	—

Net asset value - End of period	$10.27		$9.62		$8.63

Net assets - End of period (000’s omitted)	$1,423		$469		$159	³

Total return⁴	8.38%		14.23%		(13.70%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.05%	^5,6	0.05%	⁷	0.05%	^5,7
Net investment income	1.81%	⁵	0.83%		0.86%	⁵
Series portfolio turnover⁸	4%		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 amounts:
	0.52%	^5,6	8.26%	⁷	42,439%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.81%.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

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


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

Financial Highlights


Target 2020 Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.16		$8.14		$10.00

Income (loss) from investment operations:
Net investment income²	0.08		0.02		0.04
Net realized and unrealized gain (loss) on underlying series	0.89		1.21		(1.90	)

Total from investment operations	0.97		1.23		(1.86	)

Less distributions to shareholders:
From net investment income	(0.14	)	(0.21	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.16	)	(0.21	)	—

Net asset value - End of period	$9.97		$9.16		$8.14

Net assets - End of period (000’s omitted)	$58,994		$30,089		$157	³

Total return⁴	10.66%		15.72%		(18.60%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.30%	^5,6	0.30%	⁷	0.30%	^5,7
Net investment income	1.75%	⁵	0.28%		0.74%	⁵
Series portfolio turnover⁸	19%		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 amounts:
	0.21%	^5,6	0.72%	⁷	34,421%	^5,7,9
Target 2020 Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.10		$8.13		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.12		(0.05	)	0.04
Net realized and unrealized gain (loss) on underlying series	0.83		1.23		(1.91	)

Total from investment operations	0.95		1.18		(1.87	)

Less distributions to shareholders:
From net investment income	(0.15	)	(0.21	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.17	)	(0.21	)	—

Net asset value - End of period	$9.88		$9.10		$8.13

Net assets - End of period (000’s omitted)	$7,842		$562		$81	³

Total return⁴	10.50%		15.13%		(18.70%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.55%	^5,6	0.55%	⁷	0.55%	^5,7
Net investment income (loss)	2.50%	⁵	(0.54%	)	0.62%	⁵
Series portfolio turnover⁸	19%		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 amounts:
	0.21%	^5,6	14.54%	⁷	38,136%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

⁹The 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.		14

Financial Highlights


Target 2020 Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.06		$8.10		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.08		0.02		(0.05	)
Net realized and unrealized gain (loss) on underlying series	0.84		1.13		(1.85	)

Total from investment operations	0.92		1.15		(1.90	)

Less distributions to shareholders:
From net investment income	(0.11	)	(0.19	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.13	)	(0.19	)	—

Net asset value - End of period	$9.85		$9.06		$8.10

Net assets - End of period (000’s omitted)	$3,435		$2,123		$228,171	³

Total return⁴	10.21%		14.74%		(19.00%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.05%	^5,6	1.05%	⁷	1.05%	^5,7
Net investment income (loss)	1.71%	⁵	0.25%		(1.05%	)⁵
Series portfolio turnover⁸	19%		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 amounts:
	0.23%	^5,6	3.08%	⁷	158%	^5,7,9
Target 2020 Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.19		$8.15		$10.00

Income (loss) from investment operations:
Net investment income²	0.13		0.10		—	¹⁰
Net realized and unrealized gain (loss) on underlying series	0.85		1.15		(1.85	)

Total from investment operations	0.98		1.25		(1.85	)

Less distributions to shareholders:
From net investment income	(0.15	)	(0.21	)	—
From net realized gain on investments	(0.02	)	—		—

Total distributions to shareholders	(0.17	)	(0.21	)	—

Net asset value - End of period	$10.00		$9.19		$8.15

Net assets - End of period (000’s omitted)	$3,445		$1,927		$51,467	³

Total return⁴	10.79%		15.98%		(18.50%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.05%	^5,6	0.05%	⁷	0.05%	^5,7
Net investment income (loss)	2.65%	⁵	1.22%		(0.02%	)⁵
Series portfolio turnover⁸	19%		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 amounts:
	0.23%	^5,6	2.90%	⁷	871%	^5,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

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

¹⁰Less than $0.01.


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

Financial Highlights


Target 2030 Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.85		$7.81		$10.00

Income (loss) from investment operations:
Net investment income²	0.04		0.01		0.03
Net realized and unrealized gain (loss) on underlying series	1.10		1.20		(2.22	)

Total from investment operations	1.14		1.21		(2.19	)

Less distributions to shareholders:
From net investment income	(0.09	)	(0.17	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.12	)	(0.17	)	—

Net asset value - End of period	$9.87		$8.85		$7.81

Net assets - End of period (000’s omitted)	$60,916		$23,597		$118	³

Total return⁴	12.97%		16.05%		(21.90%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.30%	^5,6	0.30%	⁷	0.30%	^5,7
Net investment income	0.85%	⁵	0.14%		0.54%	⁵
Series portfolio turnover⁸	15%		9%		—%	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 amounts:
	0.25%	^5,6	0.97%	⁷	37,175%	^5,7,10
Target 2030 Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.83		$7.79		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.06		(0.05	)	0.02
Net realized and unrealized gain (loss) on underlying series	1.07		1.26		(2.23	)

Total from investment operations	1.13		1.21		(2.21	)

Less distributions to shareholders:
From net investment income	(0.10	)	(0.17	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.13	)	(0.17	)	—

Net asset value - End of period	$9.83		$8.83		$7.79

Net assets - End of period (000’s omitted)	$3,271		$328		$78	³

Total return⁴	12.85%		16.09%		(22.10%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.55%	^5,6	0.55%	⁷	0.55%	^5,7
Net investment income (loss)	1.30%	⁵	(0.53%	)	0.31%	⁵
Series portfolio turnover⁸	15%		9%		—%	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 amounts:
	0.30%	^5,6	28.67%	⁷	38,768%	^5,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

⁹Less than 1%.

¹⁰The 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.		16

Financial Highlights


Target 2030 Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.78		$7.77		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.02		(0.02	)	(0.01	)
Net realized and unrealized gain (loss) on underlying series	1.07		1.19		(2.22	)

Total from investment operations	1.09		1.17		(2.23	)

Less distributions to shareholders:
From net investment income	(0.06	)	(0.16	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.09	)	(0.16	)	—

Net asset value - End of period	$9.78		$8.78		$7.77

Net assets - End of period (000’s omitted)	$2,161		$1,034		$78	³

Total return⁴	12.51%		15.57%		(22.30%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.05%	^5,6	1.05%	⁷	1.05%	^5,7
Net investment income (loss)	0.41%	⁵	(0.22%	)	(0.17%	)⁵
Series portfolio turnover⁸	15%		9%		—%	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 amounts:
	0.28%	^5,6	5.84%	⁷	38,789%	^5,7,10
Target 2030 Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.90		$7.82		$10.00

Income (loss) from investment operations:
Net investment income²	0.08		0.11		0.01
Net realized and unrealized gain (loss) on underlying series	1.08		1.14		(2.19	)

Total from investment operations	1.16		1.25		(2.18	)

Less distributions to shareholders:
From net investment income	(0.10	)	(0.17	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.13	)	(0.17	)	—

Net asset value - End of period	$9.93		$8.90		$7.82

Net assets - End of period (000’s omitted)	$2,383		$1,316		$12,591	³

Total return⁴	13.17%		16.56%		(21.80%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.05%	^5,6	0.05%	⁷	0.05%	^5,7
Net investment income	1.80%	⁵	1.37%		0.16%	⁵
Series portfolio turnover⁸	15%		9%		—%	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 amounts:
	0.29%	^5,6	6.18%	⁷	14,979%	^5,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Annualized.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

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

⁹Less than 1%.

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


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

Financial Highlights


Target 2040 Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.79		$7.58		$10.00

Income (loss) from investment operations:
Net investment income²	0.01		—	³	0.02
Net realized and unrealized gain (loss) on underlying series	1.31		1.36		(2.44	)

Total from investment operations	1.32		1.36		(2.42	)

Less distributions to shareholders:
From net investment income	(0.05	)	(0.15	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.08	)	(0.15	)	—

Net asset value - End of period	$10.03		$8.79		$7.58

Net assets - End of period (000’s omitted)	$39,066		$12,880		$76	⁴

Total return⁵	15.01%		18.60%		(24.20%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁶	0.30%	⁷	0.30%		0.30%	⁷
Net investment income	0.26%	⁷	0.05%		0.40%	⁷
Series portfolio turnover⁸	3%		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:
	0.39%	⁷	2.10%		28,865%	^7,10
Target 2040 Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.76		$7.58		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.03		(0.02	)	0.01
Net realized and unrealized gain (loss) on underlying series	1.27		1.35		(2.43	)

Total from investment operations	1.30		1.33		(2.42	)

Less distributions to shareholders:
From net investment income	(0.05	)	(0.15	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.08	)	(0.15	)	—

Net asset value - End of period	$9.98		$8.76		$7.58

Net assets - End of period (000’s omitted)	$4,826		$504		$76	⁴

Total return⁵	14.91%		18.21%		(24.20%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁶	0.55%	⁷	0.55%		0.55%	⁷
Net investment income (loss)	0.62%	⁷	(0.21%	)	0.14%	⁷
Series portfolio turnover⁸	3%		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:
	0.42%	⁷	16.27%		28,865%	^7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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

⁵Represents 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.

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

⁷Annualized.

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

⁹Less than 1%.

¹⁰The 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.		18

Financial Highlights


Target 2040 Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.70		$7.55		$10.00

Income (loss) from investment operations:
Net investment loss²	(0.01	)	(0.06	)	(0.02	)
Net realized and unrealized gain (loss) on underlying series	1.29		1.36		(2.43	)

Total from investment operations	1.28		1.30		(2.45	)

Less distributions to shareholders:
From net investment income	(0.03	)	(0.15	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.06	)	(0.15	)	—

Net asset value - End of period	$9.92		$8.70		$7.55

Net assets - End of period (000’s omitted)	$824		$440		$75	³

Total return⁴	14.70%		17.88%		(24.50%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	1.05%	⁶	1.05%		1.05%	⁶
Net investment loss	(0.14%	)⁶	(0.65%	)	(0.36%	)⁶
Series portfolio turnover⁷	3%		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:
	0.50%	⁶	15.19%		28,898%	^6,9
Target 2040 Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.83		$7.60		$10.00

Income (loss) from investment operations:
Net investment income²	0.05		0.07		—	¹⁰
Net realized and unrealized gain (loss) on underlying series	1.29		1.32		(2.40	)

Total from investment operations	1.34		1.39		(2.40	)

Less distributions to shareholders:
From net investment income	(0.06	)	(0.16	)	—
From net realized gain on investments	(0.03	)	—		—

Total distributions to shareholders	(0.09	)	(0.16	)	—

Net asset value - End of period	$10.08		$8.83		$7.60

Net assets - End of period (000’s omitted)	$985		$428		$28,539	³

Total return⁴	15.21%		18.86%		(24.00%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	0.05%	⁶	0.05%		0.05%	⁶
Net investment income (loss)	0.97%	⁶	0.93%		(0.04%	)⁶
Series portfolio turnover⁷	3%		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:
	0.48%	⁶	18.65%		767%	^6,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁶Annualized.

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

⁸Less than 1%.

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

¹⁰Less than $0.01.


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

Financial Highlights


Target 2050 Series Class K
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.85		$7.58		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	(0.01	)	(0.02	)	0.02
Net realized and unrealized gain (loss) on underlying series	1.34		1.52		(2.44	)

Total from investment operations	1.33		1.50		(2.42	)

Less distributions to shareholders:
From net investment income	(0.05	)	(0.23	)	—
From net realized gain on investments	(0.08	)	—		—

Total distributions to shareholders	(0.13	)	(0.23	)	—

Net asset value - End of period	$10.05		$8.85		$7.58

Net assets - End of period (000’s omitted)	$12,910		$1,047		$76	³

Total return⁴	15.07%		20.71%		(24.20%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	0.30%	⁶	0.30%		0.30%	⁶
Net investment income (loss)	(0.13%	)⁶	(0.24%	)	0.40%	⁶
Series portfolio turnover⁷	2%		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:
	1.41%	⁶	25.10%		35,232%	^6,8
Target 2050 Series Class R
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09		For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.82		$7.58		$10.00

Income (loss) from investment operations:
Net investment income (loss)²	0.02		(0.05	)	0.01
Net realized and unrealized gain (loss) on underlying series	1.30		1.52		(2.43	)

Total from investment operations	1.32		1.47		(2.42	)

Less distributions to shareholders:
From net investment income	(0.05	)	(0.23	)	—
From net realized gain on investments	(0.08	)	—		—

Total distributions to shareholders	(0.13	)	(0.23	)	—

Net asset value - End of period	$10.01		$8.82		$7.58

Net assets - End of period (000’s omitted)	$996		$601		$76	³

Total return⁴	15.02%		20.31%		(24.20%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	0.55%	⁶	0.55%		0.55%	⁶
Net investment income (loss)	0.49%	⁶	(0.50%	)	0.14%	⁶
Series portfolio turnover⁷	2%		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:
	2.96%	⁶	242.05%		35,243%	^6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁶Annualized.

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

⁸The 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.		20

Financial Highlights


Target 2050 Series Class C
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.75		$7.55			$10.00

Income (loss) from investment operations:
Net investment loss²	(0.02	)	(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on underlying series	1.29		1.49			(2.43	)

Total from investment operations	1.27		1.43			(2.45	)

Less distributions to shareholders:
From net investment income	(0.01	)	(0.23	)		—
From net realized gain on investments	(0.08	)	—			—

Total distributions to shareholders	(0.09	)	(0.23	)		—

Net asset value - End of period	$9.93		$8.75			$7.55

Net assets - End of period (000’s omitted)	$315		$99			$75	³

Total return⁴	14.61%		19.84%			(24.50%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	1.05%	⁶	1.05%			1.05%	⁶
Net investment loss	(0.33%	)⁶	(0.71%	)		(0.36%	)⁶
Series portfolio turnover⁷	2%		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:
	2.64%	⁶	73.45%			35,267%	^6,8
Target 2050 Series Class I
	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.90		$7.60			$10.00

Income (loss) from investment operations:
Net investment income²	0.04		0.16			—	⁹
Net realized and unrealized gain (loss) on underlying series	1.30		1.37			(2.40	)

Total from investment operations	1.34		1.53			(2.40	)

Less distributions to shareholders:
From net investment income	(0.05	)	(0.23	)		—
From net realized gain on investments	(0.08	)	—			—

Total distributions to shareholders	(0.13	)	(0.23	)		—

Net asset value - End of period	$10.11		$8.90			$7.60

Net assets - End of period (000’s omitted)	$136		$79			$17,863	³

Total return⁴	15.20%		21.07%		��	(24.00%	)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵	0.05%	⁶	0.05%			0.05%	⁶
Net investment income (loss)	0.83%	⁶	2.07%			(0.03%	)⁶
Series portfolio turnover⁷	2%		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:
	3.08%	⁶	141.53%			1,903%	^6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁶Annualized.

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

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

⁹Less than $0.01.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

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

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

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 measure 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.


				22

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


			Target Income Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	46,436,179	$	46,436,179	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	46,436,179	$	46,436,179	$	—	$	—


			Target 2010 Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	33,208,217	$	33,208,217	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	33,208,217	$	33,208,217	$	—	$	—


			Target 2020 Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	73,746,047	$	73,746,047	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	73,746,047	$	73,746,047	$	—	$	—


			Target 2030 Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	68,758,780	$	68,758,780	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	68,758,780	$	68,758,780	$	—	$	—


			Target 2040 Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	45,722,467	$	45,722,467	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	45,722,467	$	45,722,467	$	—	$	—


23

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


			Target 2050 Series
Description	4/30/10		Level 1		Level 2		Level 3
Mutual funds	$	14,365,079	$	14,365,079	$	—	$	—
Other financial instruments*		—		—		—		—

Total	$	14,365,079	$	14,365,079	$	—	$	—

*Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of April 30, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by any of the Series as of April 30, 2009 or April 30, 2010.

The Fund’s policy is to recognize transfers in and transfers out of valuation levels as of the end of the reporting period. There were no significant transfers between Level 1 and Level 2 as of April 30, 2010.

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.

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.

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 April 30, 2010, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to betaken in future tax returns.


				24

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

The Series file 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

Other

3.	TRANSACTIONS WITH AFFILIATES

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


25

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2020, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the underlying series. For the six months ended April 30, 2010, the Advisor reimbursed expenses of $54,233 for Target Income Series, $64,068 for Target 2010 Series, $58,050 for Target 2020 Series, $60,597 for Target 2030 Series, $63,173 for Target 2040 Series and $68,345 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations. For the six months ended April 30, 2010, the Advisor voluntarily waived additional fees of $758 for each Series, which is also 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 through November 7, 2009, the Fund paid the Advisor an annual fee of $19,000 for each Target Series. For transfer agency services through November 7, 2009, 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-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.


				26

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, purchases and sales of underlying series were as follows:


Series	Purchases		Sales
Target Income Series	$	4,432,534	$	2,454,962
Target 2010 Series	$	14,371,441	$	990,057
Target 2020 Series	$	44,952,682	$	10,729,956
Target 2030 Series	$	44,626,157	$	7,005,068
Target 2040 Series	$	28,800,395	$	906,335
Target 2050 Series	$	11,948,372	$	194,652

5.	INVESTMENTS IN AFFILIATED ISSUERS

A summary of the Funds’ transactions in the shares of affiliated issuers during the six months ended April 30, 2010 is set forth below:


Target Income Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Conservative Term Series - Class I	4,211,835	433,629	239,754	4,405,710	$	46,436,179	$	598,122	$	275,599

	4,211,835	433,629	239,754	4,405,710	$	46,436,179	$	598,122	$	275,599


Target 2010 Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Moderate Term Series - Class I	1,888,430	1,461,097	100,191	3,249,336	$	33,208,217	$	250,395	$	185,523

	1,888,430	1,461,097	100,191	3,249,336	$	33,208,217	$	250,395	$	185,523


Target 2020 Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Extended Term Series - Class I	3,823,579	3,223,880	1,087,372	5,960,087	$	59,183,668	$	621,223	$	2,401,751
Manning & Napier Pro-Blend^® Moderate Term Series - Class I	—	1,460,697	35,807	1,424,890		14,562,379		—		5,628

	3,823,579	4,684,577	1,123,179	7,384,977	$	73,746,047	$	621,223	$	2,407,379


27

Notes to Financial Statements (unaudited)

5.	INVESTMENTS IN AFFILIATED ISSUERS (continued)


Target 2030 Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	1,534,165	1,756,748	522,954	2,767,959	$	27,596,549	$	82,872	$	1,535,391
Manning & Napier Pro-Blend^® Extended Term Series - Class I	1,425,116	2,937,995	217,871	4,145,240		41,162,231		208,625		454,741

	2,959,281	4,694,743	740,825	6,913,199	$	68,758,780	$	291,497	$	1,990,132


Target 2040 Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	1,638,937	3,043,224	96,156	4,586,005	$	45,722,467	$	102,094	$	277,473

	1,638,937	3,043,224	96,156	4,586,005	$	45,722,467	$	102,094	$	277,473


Target 2050 Series	Shares Held at 10/31/09	Shares Purchased	Shares Sold	Shares Held at 4/30/10	Value at 4/30/10		Dividend Income 10/31/09 through 4/30/10		Net Realized Gain 10/31/09 through 4/30/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	209,860	1,252,234	21,264	1,440,830	$	14,365,079	$	11,293	$	24,766

	209,860	1,252,234	21,264	1,440,830	$	14,365,079	$	11,293	$	24,766

6.	CAPITAL STOCK TRANSACTIONS

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


Target Income Series:	For the Six Months Ended 4/30/10 Class K					For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	330,708		$	3,371,474		4,514,355		$	41,239,891		14,943		$	155,166		5,379		$	54,154
Reinvested	78,192			792,084		201			1,841		30			308		—	*		2
Repurchased	(258,477	)		(2,641,807	)	(366,425	)		(3,488,850	)	—	*		(2	)	(71	)		(718	)

Total	150,423		$	1,521,751		4,148,131		$	37,752,882		14,973		$	155,472		5,308		$	53,438


				28

Notes to Financial Statements (unaudited)

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target Income Series:	For the Six Months Ended 4/30/10 Class C						For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	41,168			$	416,889		38,623		$	368,418		22,588		$	233,912		10,821		$	103,574
Reinvested	497				4,971		—	*		2		366			3,713		6			53
Repurchased	(5,589	)			(56,000	)	(5,663	)		(49,236	)	(921	)		(9,411	)	(5,136	)		(49,396	)

Total	36,076			$	365,860		32,960		$	319,184		22,033		$	228,214		5,691		$	54,231


Target 2010 Series:	For the Six Months Ended 4/30/10 Class K						For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	1,073,312			$	10,573,814		1,742,272		$	14,833,594		218,678		$	2,146,641		29,844		$	281,376
Reinvested	23,677				231,088		472			3,846		3,025			29,377		—	*		2
Repurchased	(71,168	)			(712,580	)	(107,542	)		(949,897	)	(15,000	)		(147,292	)	(111	)		(941	)

Total	1,025,821			$	10,092,322		1,635,202		$	13,887,543		206,703		$	2,028,726		29,733		$	280,437


Target 2010 Series:	For the Six Months Ended 4/30/10 Class C						For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	99,439			$	979,533		143,296		$	1,279,993		100,392		$	1,003,537		51,725		$	455,086
Reinvested	1,572				15,238		261			2,116		1,102			10,792		140			1,141
Repurchased	(57,127	)			(555,610	)	—			—		(11,633	)		(116,554	)	(3,155	)		(27,973	)

Total	43,884			$	439,161		143,557		$	1,282,109		89,861		$	897,775		48,710		$	428,254


Target 2020 Series:	For the Six Months Ended 4/30/10 Class K						For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	2,893,712			$	27,546,884		3,443,211		$	28,020,075		751,156		$	7,181,808		61,784		$	554,710
Reinvested	57,725				542,619		1,274			9,533		8,537			79,648		—	*		2
Repurchased	(317,655	)			(3,081,741	)	(158,310	)		(1,363,931	)	(27,954	)		(265,470	)	(51	)		(379	)

Total	2,633,782			$	25,007,762		3,286,175		$	26,665,677		731,739		$	6,995,986		61,733		$	554,333


Target 2020 Series:	For the Six Months Ended 4/30/10 Class C						For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	124,724			$	1,176,610		205,520		$	1,694,895		152,300		$	1,478,631		260,233		$	2,131,142
Reinvested	4,034				37,601		727			5,417		4,528			42,657		913			6,847
Repurchased	(14,436	)			(136,797	)	(130	)		(1,200	)	(21,883	)		(212,853	)	(57,717	)		(470,057	)
			��
Total	114,322			$	1,077,414		206,117		$	1,699,112		134,945		$	1,308,435		203,429		$	1,667,932


29

Notes to Financial Statements (unaudited)

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target 2030 Series:	For the Six Months Ended 4/30/10 Class K					For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	3,923,826		$	36,953,573		2,794,177		$	21,809,364		304,385		$	2,946,903		37,951		$	332,769
Reinvested	35,510			327,760		1			5		1,440			13,232		—	*		2
Repurchased	(452,821	)		(4,218,489	)	(127,671	)		(1,047,780	)	(10,046	)		(95,217	)	(807	)		(5,692	)

Total	3,506,515		$	33,062,844		2,666,507		$	20,761,589		295,779		$	2,864,918		37,144		$	327,079


Target 2030 Series:	For the Six Months Ended 4/30/10 Class C					For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	110,565		$	1,033,111		118,501		$	958,524		106,692		$	1,014,572		199,628		$	1,570,440
Reinvested	1,262			11,572		119			828		2,605			24,148		838			5,897
Repurchased	(8,672	)		(79,234	)	(797	)		(7,212	)	(17,077	)		(163,501	)	(54,262	)		(410,564	)

Total	103,155		$	965,449		117,823		$	952,140		92,220		$	875,219		146,204		$	1,165,773


Target 2040 Series:	For the Six Months Ended 4/30/10 Class K					For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	2,569,739		$	24,556,771		1,526,640		$	11,952,261		457,760		$	4,303,572		57,580		$	486,565
Reinvested	11,994			111,782		118			797		2,999			27,830		1			2
Repurchased	(154,033	)		(1,466,282	)	(61,166	)		(497,219	)	(34,785	)		(327,154	)	(83	)		(698	)

Total	2,427,700		$	23,202,271		1,465,592		$	11,455,839		425,974		$	4,004,248		57,498		$	485,869


Target 2040 Series:	For the Six Months Ended 4/30/10 Class C					For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	32,245		$	304,382		50,606		$	434,520		52,872		$	501,651		49,478		$	378,200
Reinvested	278			2,567		1			2		691			6,467		186			1,266
Repurchased	—			—		—			—		(4,393	)		(42,279	)	(4,920	)		(37,513	)

Total	32,523		$	306,949		50,607		$	434,522		49,170		$	465,839		44,744		$	341,953


Target 2050 Series:	For the Six Months Ended 4/30/10 Class K					For the Year Ended 10/31/09 Class K					For the Six Months Ended 4/30/10 Class R					For the Year Ended 10/31/09 Class R
Sold	1,178,105		$	11,343,398		138,367		$	1,163,926		49,587		$	483,867		68,090		$	614,158
Reinvested	1,744			16,291		—	*		2		877			8,153		—	*		2
Repurchased	(14,134	)		(137,746	)	(20,070	)		(155,126	)	(19,042	)		(175,092	)	(1	)		(4	)

Total	1,165,715		$	11,221,943		118,297		$	1,008,802		31,422		$	316,928		68,089		$	614,156


				30

Notes to Financial Statements (unaudited)

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target 2050 Series:	For the Six Months Ended 4/30/10 Class C					For the Year Ended 10/31/09 Class C					For the Six Months Ended 4/30/10 Class I					For the Year Ended 10/31/09 Class I
Sold	22,789		$	214,747		11,569		$	90,462		4,888		$	46,230		7,680		$	58,108
Reinvested	123			1,139		—	*		2		127			1,189		113			760
Repurchased	(2,479	)		(22,485	)	(308	)		(2,800	)	(393	)		(3,816	)	(1,324	)		(10,367	)

Total	20,433		$	193,401		11,261		$	87,664		4,622		$	43,603		6,469		$	48,501

* Less than 1 share.

At April 30, 2010, one omnibus account owned the following in Target Income Series, and Target 2050 Series and two omnibus accounts owned the following in Target 2010 Series, Target 2020 Series, Target 2030 Series and Target 2040 Series:


Series	Shares Owned	Percentage of Series Shares Outstanding	Value
Target Income Series	4,020,566	90.9%	$42,215,939
Target 2010 Series	2,418,430	74.5%	24,740,544
Target 2020 Series	5,535,310	74.7%	55,187,039
Target 2030 Series	5,805,756	83.3%	57,302,810
Target 2040 Series	3,676,627	80.7%	36,876,573
Target 2050 Series	1,112,975	77.9%	11,185,394

7.	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. These risks include: 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 on April 30, 2010.

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 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.


31

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

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

At October 31, 2009, Target 2040 Series and Target 2050 Series had capital loss carryovers of $11,352 and $3,709 respectively, which are 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 gains, if any, which will expire on October 31, 2017.

At April 30, 2010, 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	$	40,764,686		$	29,705,841		$	67,639,198		$	62,947,167		$	40,977,786		$	13,573,760
Unrealized appreciation	$	5,673,632		$	3,506,180		$	6,114,086		$	5,825,223		$	4,747,769		$	791,319
Unrealized depreciation		(2,139	)		(3,804	)		(7,237	)		(13,610	)		(3,088	)		—

Net unrealized appreciation	$	5,671,493		$	3,502,376		$	6,106,849		$	5,811,613		$	4,744,681		$	791,319

9.	SUBSEQUENT EVENTS


				32

Renewal of Investment Advisory Agreement (unaudited)

•


33

Renewal of Investment Advisory Agreement (unaudited)

•


				34

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

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-04/10-SAR

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2009 to April 30, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period* 11/1/09-4/30/10
Actual	$1,000.00	$1,100.00	$3.12
Hypothetical (5% return before expenses)	$1,000.00	$1,021.82	$3.01

*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 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


				1

Portfolio Composition as of April 30, 2010 (unaudited)

LOGO


2

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS - 98.2%

Consumer Discretionary - 7.3%
Distributors - 0.2%
Genuine Parts Co.	90	$	3,852

Hotels, Restaurants & Leisure - 2.5%
Darden Restaurants, Inc.	44		1,969
McDonald’s Corp.	593		41,860
Yum! Brands, Inc.	138		5,854

			49,683

Household Durables - 0.5%
Garmin Ltd.	73		2,729
Leggett & Platt, Inc.	83		2,036
Tupperware Brands Corp.	22		1,123
Whirlpool Corp.	30		3,266

			9,154

Leisure Equipment & Products - 0.3%
Hasbro, Inc.	42		1,611
Mattel, Inc.	204		4,702

			6,313

Media - 1.5%
The McGraw-Hill Companies, Inc.	188		6,339
Omnicom Group, Inc.	93		3,968
Pearson plc - ADR (United Kingdom)	337		5,382
Thomson Reuters Corp.	410		14,711

			30,400

Specialty Retail - 2.0%
The Home Depot, Inc.	914		32,219
Limited Brands, Inc.	173		4,636
The Sherwin-Williams Co.	33		2,576

			39,431


Textiles, Apparel & Luxury Goods - 0.3%
VF Corp.	61		5,272

Total Consumer Discretionary			144,105

Consumer Staples - 24.8%
Beverages - 8.4%
Brown-Forman Corp. - Class B	51		2,967
The Coca-Cola Co.	1,343		71,783
Diageo plc - ADR (United Kingdom)	340		23,168
Embotelladora Andina S.A. - ADR - Class B (Chile)	40		875
Molson Coors Brewing Co. - Class B	60		2,662


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Beverages (continued)
PepsiCo, Inc.	965	$	62,937

			164,392

Food & Staples Retailing - 3.5%
Delhaize Group S.A. - ADR (Belgium)	35		2,897
SYSCO Corp.	328		10,345
Wal-Mart Stores, Inc.	1,036		55,581

			68,823

Food Products - 4.4%
Archer-Daniels-Midland Co.	211		5,896
Campbell Soup Co.	191		6,849
General Mills, Inc.	179		12,741
H.J. Heinz Co.	183		8,577
The Hershey Co.	126		5,923
Hormel Foods Corp.	48		1,957
The J.M. Smucker Co.	52		3,176
Kellogg Co.	215		11,812
Kraft Foods, Inc. - Class A	730		21,608
McCormick & Co., Inc. - NVS	69		2,730
Sara Lee Corp.	391		5,560

			86,829

Household Products - 4.3%
Colgate-Palmolive Co.	163		13,708
Kimberly-Clark Corp.	245		15,009
The Procter & Gamble Co.	897		55,758

			84,475

Personal Products - 0.3%
Avon Products, Inc.	178		5,755

Tobacco - 3.9%
Altria Group, Inc.	1,170		24,792
Lorillard, Inc.	68		5,329
Philip Morris International, Inc.	842		41,325
Reynolds American, Inc.	94		5,022

			76,468

Total Consumer Staples			486,742

Energy - 18.9%
Energy Equipment & Services - 0.6%
Tenaris S.A. - ADR (Luxembourg)	262		10,640


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 18.3%
BP plc - ADR (United Kingdom)	1,414	$	73,740
Chevron Corp.	891		72,563
ConocoPhillips	775		45,872
Exxon Mobil Corp.	822		55,773
Repsol YPF, S.A. - ADR (Spain)	621		14,563
Sasol Ltd. - ADR (South Africa)	276		11,219
Statoil Asa - ADR (Norway)	966		23,348
Total S.A. - ADR (France)	1,163		63,244

			360,322

Total Energy			370,962

Financials - 0.8%
Capital Markets - 0.2%
Eaton Vance Corp.	42		1,480
Federated Investors, Inc. - Class B	59		1,423
Waddell & Reed Financial, Inc. - Class A	42		1,559

			4,462

Insurance - 0.4%
Marsh & McLennan Companies, Inc.	303		7,339

Real Estate Investment Trusts (REITS) - 0.2%
Plum Creek Timber Co., Inc.	80		3,184

Total Financials			14,985

Health Care - 20.2%
Health Care Equipment & Supplies - 0.8%
Baxter International, Inc.	196		9,255
Becton, Dickinson and Co.	77		5,881
Teleflex, Inc.	14		858

			15,994

Health Care Providers & Services - 0.3%
Fresenius Medical Care AG & Co. KGAA - ADR (Germany)	97		5,232

Life Sciences Tools & Services - 0.0%**
Pharmaceutical Product Development, Inc.	34		935

Pharmaceuticals - 19.1%
Abbott Laboratories	834		42,668
AstraZeneca plc - ADR (United Kingdom)	819		36,225
Biovail Corp. (Canada)	67		1,139
Bristol-Myers Squibb Co.	1,045		26,428
Eli Lilly & Co.	658		23,010
GlaxoSmithKline plc - ADR (United Kingdom)	1,459		54,406
Johnson & Johnson	1,170		75,231


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Merck & Co., Inc.	1,502	$	52,630
Pfizer, Inc.	3,835		64,121

			375,858

Total Health Care			398,019

Industrials - 11.1%
Aerospace & Defense - 4.0%
Elbit Systems Ltd. - ADR (Israel)	15		925
General Dynamics Corp.	128		9,774
Honeywell International, Inc.	323		15,333
ITT Corp.	57		3,167
Lockheed Martin Corp.	122		10,356
Northrop Grumman Corp.	134		9,089
Raytheon Co.	122		7,113
United Technologies Corp.	307		23,010

			78,767

Building Products - 0.1%
Masco Corp.	181		2,938

Commercial Services & Supplies - 0.9%
Avery Dennison Corp.	61		2,381
Pitney Bowes, Inc.	117		2,972
RR Donnelley & Sons Co.	116		2,493
Waste Management, Inc.	274		9,502

			17,348

Electrical Equipment - 2.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	734		14,063
Cooper Industries plc - Class A (Ireland)	90		4,419
Emerson Electric Co.	417		21,780
Hubbell, Inc. - Class B	34		1,580

			41,842

Industrial Conglomerates - 2.8%
3M Co.	393		34,847
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)	388		12,936
Tomkins plc - ADR (United Kingdom)	67		1,023
Tyco International Ltd. (Switzerland)	187		7,254

			56,060

Machinery - 1.1%
Dover Corp.	79		4,125
Illinois Tool Works, Inc.	267		13,644
Pentair, Inc.	45		1,627


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
Snap-On, Inc.	27	$	1,301

			20,697

Professional Services - 0.1%
Dun & Bradstreet Corp.	18		1,386

Total Industrials			219,038

Information Technology - 8.2%
Communications Equipment - 1.4%
Harris Corp.	41		2,111
Nokia Corp. - ADR (Finland)	1,242		15,102
Telefonaktiebolaget LM Ericsson - ADR (Sweden)	966		11,109

			28,322

IT Services - 1.0%
Automatic Data Processing, Inc.	286		12,401
Broadridge Financial Solutions, Inc.	42		1,000
Paychex, Inc.	208		6,365

			19,766

Semiconductors & Semiconductor Equipment - 5.8%
Intel Corp.	2,986		68,170
Linear Technology Corp.	116		3,487
National Semiconductor Corp.	74		1,094
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	2,870		30,393
Texas Instruments, Inc.	386		10,040

			113,184

Software - 0.0%**
Konami Corp. - ADR (Japan)	44		868

Total Information Technology			162,140

Materials - 2.4%
Chemicals - 1.6%
E.I. du Pont de Nemours & Co.	505		20,119
International Flavors & Fragrances, Inc.	39		1,953
PPG Industries, Inc.	89		6,263
RPM International, Inc.	58		1,281
Valspar Corp.	35		1,096

			30,712

Construction Materials - 0.4%
CRH plc - ADR (Ireland)	261		7,462

Containers & Packaging - 0.3%
Bemis Co., Inc.	60		1,825


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Containers & Packaging (continued)
Greif, Inc. - Class A	21	$	1,243
Packaging Corp. of America	37		915
Sealed Air Corp.	49		1,053
Sonoco Products Co.	54		1,789

			6,825

Metals & Mining - 0.0%**
Compass Minerals International, Inc.	12		904

Paper & Forest Products - 0.1%
MeadWestvaco Corp.	53		1,440

Total Materials			47,343

Telecommunication Services - 2.7%
Diversified Telecommunication Services - 0.9%
Chunghwa Telecom Co. Ltd. - ADR (Taiwan)	408		7,964
Magyar Telekom Telecommunications plc - ADR (Hungary)	121		2,147
Telecom Corp. of New Zealand Ltd. - ADR (New Zealand)	216		1,691
Telefonos de Mexico S.A.B. de C.V. (Telmex) - ADR - Class L (Mexico)	383		5,879

			17,681

Wireless Telecommunication Services - 1.8%
Cellcom Israel Ltd. (Israel)	46		1,394
NTT DoCoMo, Inc. - ADR (Japan)	1,360		21,094
Partner Communications Co. Ltd. - ADR (Israel)	94		1,846
Philippine Long Distance Telephone Co. - ADR (Philippines)	83		4,668
Rogers Communications, Inc., Class B	192		6,837

			35,839

Total Telecommunication Services			53,520

Utilities - 1.8%
Electric Utilities - 0.9%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)	161		2,594
DPL, Inc.	56		1,578
Enersis S.A. - ADR (Chile)	213		4,237
Exelon Corp.	216		9,415

			17,824

Gas Utilities - 0.1%
UGI Corp.	38		1,044

Independent Power Producers & Energy Traders - 0.2%
Empresa Nacional de Electricidad S.A. - ADR (Chile)	90		4,180

Multi-Utilities - 0.5%
Public Service Enterprise Group, Inc.	282		9,061


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Utilities (continued)
Water Utilities - 0.1%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)	57	$	2,243

Total Utilities			34,352

TOTAL COMMON STOCKS (Identified Cost $1,776,943)			1,931,206


SHORT-TERM INVESTMENTS - 2.2%

Dreyfus Cash Management, Inc. - Institutional Shares¹, 0.09% (Identified Cost $43,618)	43,618		43,618

TOTAL INVESTMENTS - 100.4% (Identified Cost $1,820,561)			1,974,824
LIABILITIES, LESS OTHER ASSETS - (0.4%)			(7,880	)

NET ASSETS - 100%		$	1,966,944

ADR - American Depository Receipt

NVS - Non-Voting Shares

*Non-income producing security

**Less than 0.1%

¹Rate shown is the current yield as of April 30, 2010.


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

Statement of Assets and Liabilities (unaudited)

April 30, 2010


ASSETS:

Investments, at value (identified cost $1,820,561) (Note 2)	$	1,974,824
Receivable from investment advisor (Note 3)		23,360
Dividends receivable		3,081
Receivable for fund shares sold		990
Foreign tax reclaims receivable		428


TOTAL ASSETS		2,002,683


LIABILITIES:

Accrued fund accounting and administration (Note 3)		7,069
Accrued Chief Compliance Officer service fees (Note 3)		885
Audit fees payable		19,564
Custodian fees payable		3,077
Legal fees payable		2,664
Registration and filing fees payable		2,402
Other payables and accrued expenses		78


TOTAL LIABILITIES		35,739


TOTAL NET ASSETS	$	1,966,944


NET ASSETS CONSIST OF:

Capital stock	$	1,599
Additional paid-in-capital		1,541,120
Undistributed net investment income		9,796
Accumulated net realized gain on investments		260,166
Net unrealized appreciation on investments		154,263


TOTAL NET ASSETS	$	1,966,944


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,966,944/159,868 shares)	$	12.30


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,429)	$	41,169


EXPENSES:

Fund accounting and administration fees (Note 3)		14,771
Directors’ fees (Note 3)		6,373
Management fees (Note 3)		5,072
Chief Compliance Officer service fees (Note 3)		1,916
Transfer agent fees (Note 3)		1,000
Audit fees		15,507
Custodian fees		4,743
Registration and filing fees		2,976
Legal fees		2,607
Miscellaneous		501


Total Expenses		55,466
Less reduction of expenses (Note 3)		(48,704	)


Net Expenses		6,762


NET INVESTMENT INCOME		34,407


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		273,627
Net change in unrealized appreciation (depreciation) on investments		(106,974	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		166,653


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	201,060


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

Statement of Changes in Net Assets


	For the Six Months Ended 4/30/10 (unaudited)				For the Period 11/7/08¹to 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	34,407			$	36,381
Net realized gain (loss) on investments			273,627				(12,704	)
Net change in unrealized appreciation (depreciation) on investments			(106,974	)			261,237


Net increase from operations			201,060				284,914


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			(39,344	)			(21,640	)
From net realized gain on investments			(765	)			—


Total distributions to shareholders			(40,109	)			(21,640	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)			(238,402	)			1,781,121


Net increase (decrease) in net assets			(77,451	)			2,044,395

NET ASSETS:

Beginning of period			2,044,395				—


End of period (including undistributed net investment income of $9,796 and $14,733, respectively)		$	1,966,944			$	2,044,395

¹ Commencement of operations.


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

Financial Highlights


	For the Six Months Ended 4/30/10 (unaudited)	For the Period 11/7/08¹to 10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.38	$10.00

Income from investment operations:
Net investment income²	0.18	0.34
Net realized and unrealized gain on investments	0.95	1.22

Total from investment operations	1.13	1.56

Less distributions to shareholders:
From net investment income	(0.21)	(0.18)
From net realized gain on investments	—³	—

Total distributions to shareholders	(0.21)	(0.18)

Net asset value - End of period	$12.30	$11.38

Net assets - End of period (000’s omitted)	$1,967	$2,044

Total return⁴	10.00%	15.81%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.60%⁵	0.60%⁵
Net investment income	3.05%⁵	3.33%⁵
Portfolio turnover	49%	28%

*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
	4.32%⁵	6.21%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

⁴Represents 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.

⁵Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2010, 6.2 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


14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	1,931,206	$	1,931,206	$	—	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		43,618		43,618		—		—
Other financial instruments**		—		—		—		—

Total	$	1,974,824	$	1,974,824	$	—	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2009 or April 30, 2010.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

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.

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 year ended 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.

Distributions of Income and Gains

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

Indemnifications

Other

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2011, 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 waived fees of $47,946 for the six months ended April 30, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $758 for the six months ended April 30, 2010, which is also 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 period.

For fund accounting and transfer agent services through November 7, 2009, the Fund paid 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 and agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNCGIS”) under which PNCGIS 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-, and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,125,302 and $1,332,534, 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 Six Months Ended 4/30/10					For the period 11/7/08 (commencement of operations) to 10/31/09
	Shares		Amount			Shares		Amount
Sold	53,548		$	642,974		205,149		$	2,029,521
Reinvested	3,281			39,546		2,031			21,640
Repurchased	(76,664	)		(920,922	)	(27,477	)		(270,040	)

Total	(19,835	)	$	(238,402	)	179,703		$	1,781,121

At April 30, 2010, one shareholder owned 27,009 shares of the Series (16.9% of shares outstanding) valued at $332,216. In addition, the Advisor owned 51,788 shares (32.4% of shares outstanding) valued at $636,992 and the retirement plan of the Advisor and its affiliates owned 41,275 shares of the Series (25.8% of shares outstanding) valued at $507,679. Investment activities of these shareholders may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. 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. The Series may periodically make reclassifications among its capital accounts to reflect

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the period November 7, 2008 (commencement of operations) to October 31, 2009 were as follows:


Ordinary income	$	21,640
At April 30, 2010, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:
Cost for federal income tax purposes	$	1,832,067
Unrealized appreciation	$	172,041
Unrealized depreciation		(29,284	)

Net unrealized appreciation	$	142,757

9.	SUBSEQUENT EVENTS

Renewal of Investment Advisory Agreement (unaudited)

•


20

Renewal of Investment Advisory Agreement (unaudited)

•

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

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-04/10-SAR

LOGO

Shareholder Expense Example (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2009 to April 30, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09	Ending Account Value 4/30/10	Expenses Paid During Period* 11/1/09-4/30/10
Actual	$1,000.00	$1,093.30	$3.89
Hypothetical (5% return before expenses)	$1,000.00	$1,021.08	$3.76

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


				1

Portfolio Composition as of April 30, 2010 (unaudited)

LOGO


2

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS - 94.3%

Consumer Discretionary - 10.2%
Automobiles - 2.1%
Bayerische Motoren Werke AG (BMW) (Germany)	226,390	$	11,191,996
Suzuki Motor Corp. (Japan)	149,100		3,157,076

			14,349,072

Hotels, Restaurants & Leisure - 0.4%
Club Mediterranee S.A. (France)*	143,168		2,408,500

Leisure Equipment & Products - 0.4%
Sankyo Co. Ltd. (Japan)	66,200		3,069,154

Media - 5.0%
Grupo Televisa S.A. - ADR (Mexico)	504,210		10,477,484
Reed Elsevier plc (United Kingdom)	888,740		6,996,293
Societe Television Francaise 1 (France)	930,630		17,353,438

			34,827,215

Multiline Retail - 1.2%
Marks & Spencer Group plc (United Kingdom)	1,540,760		8,640,062

Textiles, Apparel & Luxury Goods - 1.1%
Adidas AG (Germany)	131,530		7,733,556

Total Consumer Discretionary			71,027,559

Consumer Staples - 11.5%
Beverages - 1.7%
Heineken N.V. (Netherlands)	259,570		12,158,380

Food & Staples Retailing - 4.4%
Carrefour S.A. (France)	348,650		17,101,518
Tesco plc (United Kingdom)	2,065,890		13,754,793

			30,856,311

Food Products - 5.4%
Danone S.A. (France)	174,020		10,282,810
Nestle S.A. (Switzerland)	264,960		13,012,253
Unilever plc - ADR (United Kingdom)	467,690		14,077,469

			37,372,532

Total Consumer Staples			80,387,223

Energy - 10.4%
Energy Equipment & Services - 7.0%
Calfrac Well Services Ltd. (Canada)	394,050		8,382,969
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	548,620		16,570,507
Schlumberger Ltd. (United States)	191,070		13,646,219
Trican Well Service Ltd. (Canada)	791,200		10,047,726


			48,647,421


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 3.4%
Cameco Corp. (Canada)	207,280	$	5,101,161
Talisman Energy, Inc. (Canada)	797,810		13,579,578
Uranium One, Inc. (Canada)*	1,895,490		4,795,638

			23,476,377

Total Energy			72,123,798

Financials - 6.7%
Commercial Banks - 1.0%
HSBC Holdings plc (United Kingdom)	679,840		6,948,500

Diversified Financial Services - 2.7%
Deutsche Boerse AG (Germany)	196,410		15,308,819
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	74,940		3,722,255

			19,031,074

Insurance - 3.0%
Allianz SE (Germany)	104,900		12,084,185
Willis Group Holdings plc (United Kingdom)	255,790		8,811,965

			20,896,150

Total Financials			46,875,724

Health Care - 15.1%
Biotechnology - 1.9%
CSL Ltd. (Australia)	287,910		8,628,797
Grifols S.A. (Spain)	339,890		4,321,825

			12,950,622

Health Care Equipment & Supplies - 4.4%
Cochlear Ltd. (Australia)	118,730		8,140,690
Covidien plc (Ireland)	200,070		9,601,359
Nobel Biocare Holding AG (Switzerland)	262,240		5,814,288
Straumann Holding AG (Switzerland)	28,680		7,115,700

			30,672,037

Health Care Providers & Services - 5.2%
BML, Inc. (Japan)	112,800		2,737,893
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	4,477,000		4,151,136
Diagnosticos da America S.A. (Brazil)*	655,480		5,663,920
Sonic Healthcare Ltd. (Australia)	1,857,560		23,719,444

			36,272,393

Life Sciences Tools & Services - 2.8%
Lonza Group AG (Switzerland)	251,170		19,722,032


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals - 0.8%
Santen Pharmaceutical Co. Ltd. (Japan)	182,400	$	5,825,305

Total Health Care			105,442,389

Industrials - 17.1%
Aerospace & Defense - 1.9%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	569,550		13,714,764

Air Freight & Logistics - 3.1%
TNT N.V. (Netherlands)	712,610		21,898,435

Airlines - 2.1%
Ryanair Holdings plc - ADR (Ireland)*	517,200		14,564,352

Electrical Equipment - 4.5%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	819,060		15,693,190
Gamesa Corporacion Tecnologica S.A. (Spain)	409,200		5,067,464
Nexans S.A. (France)	86,160		6,840,626
Yingli Green Energy Holding Co. Ltd. - ADR (China)*	287,800		3,634,914

			31,236,194

Industrial Conglomerates - 3.1%
Siemens AG (Germany)	216,950		21,473,735

Professional Services - 0.8%
Adecco S.A. (Switzerland)	93,180		5,498,239

Road & Rail - 1.6%
All America Latina Logistica S.A. (Brazil)	629,430		5,630,742
Canadian National Railway Co. (Canada)	88,550		5,294,404

			10,925,146

Total Industrials			119,310,865

Information Technology - 20.1%
Communications Equipment - 1.6%
Alcatel-Lucent - ADR (France)*	3,549,620		11,252,295

IT Services - 8.2%
Accenture plc - Class A (Ireland)	162,390		7,086,700
Amdocs Ltd. (Guernsey)*	894,010		28,554,679
Cielo S.A. (Brazil)	1,094,560		10,572,508
Redecard S.A. (Brazil)	637,700		10,587,673

			56,801,560

Semiconductors & Semiconductor Equipment - 4.8%
Advantest Corp. (Japan)	561,400		14,648,336
Sumco Corp. (Japan)*	351,770		7,845,405
Tokyo Electron Ltd. (Japan)	168,400		11,132,847

			33,626,588


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

Investment Portfolio - April 30, 2010 (unaudited)


	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Software - 5.5%
Misys plc (United Kingdom)*	2,404,720	$	8,613,385
SAP AG - ADR (Germany)	221,020		10,487,399
Shanda Interactive Entertainment Ltd. - ADR (China)*	124,850		5,660,699
Square Enix Holdings Co. Ltd. (Japan)	337,500		7,135,519
UbiSoft Entertainment S.A. (France)*	507,160		6,500,718

			38,397,720

Total Information Technology			140,078,163

Materials - 1.4%
Chemicals - 1.1%
Johnson Matthey plc (United Kingdom)	284,920		7,598,506

Paper & Forest Products - 0.3%
Norbord, Inc. (Canada)*	111,782		2,188,762

Total Materials			9,787,268

Telecommunication Services - 1.8%
Wireless Telecommunication Services - 1.8%
Hutchison Telecommunications International Ltd. (Hong Kong)*	6,307,000		1,762,741
SK Telecom Co. Ltd. - ADR (South Korea)	596,270		11,036,958

Total Telecommunication Services			12,799,699

TOTAL COMMON STOCKS (Identified Cost $619,069,508)			657,832,688


PREFERRED STOCKS - 1.0%

Consumer Staples - 1.0%
Household Products - 1.0%
Henkel AG & Co. KGaA (Germany) (Identified Cost $4,649,810)	133,570		7,153,694


SHORT-TERM INVESTMENTS - 5.1%

Dreyfus Cash Management, Inc. - Institutional Shares¹, 0.09% (Identified Cost $35,375,466)	35,375,466		35,375,466

TOTAL INVESTMENTS - 100.4% (Identified Cost $659,094,784)			700,361,848
LIABILITIES, LESS OTHER ASSETS - (0.4%)			(2,864,172	)

NET ASSETS - 100%		$	697,497,676


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

Investment Portfolio - April 30, 2010 (unaudited)

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

¹Rate shown is the current yield as of April 30, 2010.

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

France - 13.2%; Germany - 12.2%; United Kingdom - 10.8%.


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

Statement of Assets & Liabilities (unaudited)

April 30, 2010


ASSETS:

Investments, at value (identified cost $659,094,784) (Note 2)	$	700,361,848
Cash		4,888
Dividends receivable		2,422,532
Foreign tax reclaims receivable		586,774
Receivable for fund shares sold		7,135


TOTAL ASSETS		703,383,177


LIABILITIES:

Accrued management fees (Note 3)		394,904
Accrued fund accounting and administration fees (Note 3)		9,438
Accrued Chief Compliance Officer service fees (Note 3)		667
Accrued transfer agent fees (Note 3)		13
Payable for securities purchased		4,981,047
Payable for fund shares repurchased		482,191
Other payables and accrued expenses		17,241


TOTAL LIABILITIES		5,885,501


TOTAL NET ASSETS	$	697,497,676


NET ASSETS CONSIST OF:

Capital stock	$	296,746
Additional paid-in-capital		662,844,160
Undistributed net investment income		3,973,002
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(10,885,383	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		41,269,151


TOTAL NET ASSETS	$	697,497,676


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($697,497,676/29,674,619 shares)	$	23.50


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $635,950)	$	6,161,432
Interest		552


Total Investment Income		6,161,984


EXPENSES:

Management fees (Note 3)		2,016,751
Fund accounting and administration fees (Note 3)		55,714
Directors’ fees (Note 3)		6,373
Transfer agent fees (Note 3)		1,815
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		42,238
Miscellaneous		40,803


Total Expenses		2,165,394
Less reduction of expenses (Note 3)		(4,589	)


Net Expenses		2,160,805


NET INVESTMENT INCOME		4,001,179


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

Net realized loss on-
Investments		(1,613,946	)
Foreign currency and translation of other assets and liabilities		(3,093	)


		(1,617,039	)


Net change in unrealized appreciation (depreciation) on-
Investments		44,951,485
Foreign currency and translation of other assets and liabilities		(26,247	)


		44,925,238


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		43,308,199


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	47,309,378


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,001,179		$	5,685,176
Net realized loss on investments and foreign currency		(1,617,039	)		(9,203,449	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		44,925,238			95,428,502


Net increase from operations		47,309,378			91,910,229


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,177,043	)		(4,819,796	)
From net realized gain on investments		—			(4,482,170	)


Total distributions to shareholders		(4,177,043	)		(9,301,966	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		205,924,122			191,461,774


Net increase in net assets		249,056,457			274,070,037

NET ASSETS:

Beginning of period		448,441,219			174,371,182


End of period (including undistributed net investment income of $3,973,002 and $4,148,866, respectively)	$	697,497,676		$	448,441,219


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

Financial Highlights


	For the Six
	Months Ended
	4/30/10	For the Years Ended
	(unaudited)	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$21.68	$17.78	$33.55	$26.69	$21.56	$18.84

Income (loss) from investment operations:
Net investment income	0.16¹	0.36¹	0.34	0.40¹	0.42¹	0.21
Net realized and unrealized gain (loss) on investments	1.85	4.35	(13.17)	7.16	6.42	2.85

Total from investment operations	2.01	4.71	(12.83)	7.56	6.84	3.06

Less distributions to shareholders:
From net investment income	(0.19)	(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	(0.19)	(0.81)	(2.94)	(0.70)	(1.71)	(0.34)

Net asset value - End of period	$23.50	$21.68	$17.78	$33.55	$26.69	$21.56

Net assets - End of period (000’s omitted)	$697,498	$448,441	$174,371	$216,637	$87,418	$1,617

Total return²	9.33%	28.10%	(41.58%)	28.88%	33.68%	16.34%
Ratios (to average net assets)/
Supplemental Data:
Expenses*	0.75%³	0.75%	0.80%	0.84%	0.95%	1.05%
Net investment income	1.39%³	1.97%	1.48%	1.34%	1.69%	1.15%
Portfolio turnover	16%	49%	43%	54%	54%	40%

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

	0.00%^3,4	0.05%	0.03%	N/A	0.09%	4.16%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

The Series’ investment objective is to provide long-term growth by investing primarily in common stocks of issuers from outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2010, 6.2 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


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	657,832,688	$	657,832,688	$	—	$	—
Preferred securities		7,153,694		7,153,694		—		—
Debt securities		—		—		—		—
Mutual funds		35,375,466		35,375,466		—		—
Other financial instruments**		—		—		—		—

Total	$	700,361,848	$	700,361,848	$	—	$	—

* 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 April 30, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or April 30, 2010.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other

Notes to Financial Statements (unaudited)

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.

The Advisor has contractually agreed, until at least February 28, 2011, 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 $3,831 for the six months ended April 30, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $758 for the six months ended April 30, 2010, which is also included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

For fund accounting and transfer agent services through November 7, 2009, the Fund paid 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, were 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 has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNCGIS”) under which PNCGIS 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.

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

in the third quarter of 2010. Management has concluded that this will not have a material impact on the Series’ financial statements.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $290,175,949 and $87,548,681, 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 Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	10,995,606		$	251,935,453		12,172,723		$	214,883,533
Reinvested	149,986			3,353,687		474,684			7,609,183
Repurchased	(2,150,903	)		(49,365,018	)	(1,775,090	)		(31,030,942	)

Total	8,994,689		$	205,924,122		10,872,317		$	191,461,774

At April 30, 2010, the retirement plan of the Advisor and its affiliates owned 135,654 shares of the Series (0.5% of shares outstanding) valued at $3,187,860.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

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.


Ordinary income	$	5,226,572
Long-term capital gains		4,075,394

At October 31, 2009, the Series had a capital loss carryover of $5,298,243, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2017.


Cost for federal income tax purposes	$	672,124,646
Unrealized appreciation	$	65,731,457
Unrealized depreciation		(37,494,255	)

Net unrealized appreciation	$	28,237,202

9.	SUBSEQUENT EVENTS

Renewal of Investment Advisory Agreement (unaudited)

•


18

Renewal of Investment Advisory Agreement (unaudited)

•

This Page Intentionally Left Blank


20

This Page Intentionally Left Blank


				21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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

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-04/10-SAR

LOGO

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2009 to April 30, 2010, except for Class C Actual, which is from January 4, 2010* to April 30, 2010).

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. Therefore, the Hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/09*	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10**	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,055.60	$4.43	0.87%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.48	$4.36	0.87%
Class I
Actual	$1,000.00	$1,056.90	$3.42	0.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.47	$3.36	0.67%
Class C
Actual	$1,000.00	$1,030.00	$5.39	1.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,010.58	$5.34	1.67%

*Class C inception date was January 4, 2010.

**Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period (except for the Series’ Class C Actual return information, which reflects the 116 day period ended April 30, 2010 due to its inception date of January 4, 2010). The Class’ total return would have been lower had certain expenses not been waived during the period.


1

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

As of April 30, 2010

LOGO


Sector Allocation⁴
Financials		16.38%
Consumer Discretionary		7.43%
Information Technology		7.06%
Industrials		6.90%
Health Care		5.36%
Energy		4.62%
Materials		2.86%
Consumer Staples		2.76%
Utilities		1.48%
Telecommunication Services		0.50%

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


Top Five Stock Holdings⁵
The Walt Disney Co.		1.05%
Google, Inc. - Class A		0.98%
Microsoft Corp.		0.64%
Southwest Airlines Co.		0.63%
Cisco Systems, Inc.		0.60%


⁵As a percentage of total investments.
Top Five Bond Holdings⁶
Freddie Mac, 3.75%, 3/27/2019		3.24%
Fannie Mae, 1.375%, 4/28/2011		3.15%
U.S. Treasury Note, 4.00%, 2/15/2015		2.54%
Freddie Mac, 2.875%, 2/9/2015		2.06%
Freddie Mac, 5.125%, 10/18/2016		1.95%


⁶As a percentage of total investments.


				2

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS - 23.08%

Consumer Discretionary - 3.25%
Auto Components - 0.01%
Hankook Tire Co. Ltd. (South Korea)	3,850	$	86,667

Automobiles - 0.02%
Bayerische Motoren Werke AG (BMW) (Germany)	1,790		88,492
Suzuki Motor Corp. (Japan)	500		10,587

			99,079

Distributors - 0.01%
Inchcape plc (United Kingdom)*	90,000		47,371

Hotels, Restaurants & Leisure - 0.77%
Carnival Corp	63,183		2,634,731
Choice Hotels International, Inc.	5,440		197,526
Club Mediterranee S.A. (France)*	305		5,131
Hyatt Hotels Corp. - Class A*	2,140		88,104
International Game Technology	77,750		1,638,970
Wendy’s - Arby’s Group, Inc. - Class A	8,000		42,480

			4,606,942

Household Durables - 0.05%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	15,600		49,402
LG Electronics, Inc. (South Korea)	700		77,051
NVR, Inc.*	100		71,805
Rodobens Negocios Imobiliarios S.A. (Brazil)	14,800		106,344

			304,602

Leisure Equipment & Products - 0.00%**
Sankyo Co. Ltd. (Japan)	300		13,908

Media - 1.51%
Grupo Televisa S.A. - ADR (Mexico)	4,890		101,614
Mediacom Communications Corp. - Class A*	5,510		36,476
Reed Elsevier plc (United Kingdom)	6,050		47,627
Reed Elsevier plc - ADR (United Kingdom)	1,308		41,333
Societe Television Francaise 1 (France)	11,690		217,983
Time Warner, Inc.	72,800		2,408,224
The Walt Disney Co.	168,940		6,223,750
Wolters Kluwer N.V. (Netherlands)	2,040		41,883

			9,118,890

Multiline Retail - 0.03%
Marks & Spencer Group plc (United Kingdom)	13,000		72,900
Nordstrom, Inc.	1,020		42,156
PPR (France)	595		80,370

			195,426


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 0.83%
Dick’s Sporting Goods, Inc.*	5,930	$	172,622
The Finish Line, Inc. - Class A	3,780		60,896
The Home Depot, Inc.	33,976		1,197,654
KOMERI Co. Ltd. (Japan)	1,500		38,117
Lowe’s Companies, Inc.	55,400		1,502,448
Lumber Liquidators Holdings, Inc.*	2,480		75,541
The Sherwin-Williams Co.	24,800		1,936,136

			4,983,414

Textiles, Apparel & Luxury Goods - 0.02%
Adidas AG (Germany)	890		52,329
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	380		43,937

			96,266

Total Consumer Discretionary			19,552,565

Consumer Staples - 2.29%
Beverages - 0.02%
Diageo plc (United Kingdom)	2,560		43,674
Heineken N.V. (Netherlands)	1,950		91,339

			135,013

Food & Staples Retailing - 0.71%
BJ’s Wholesale Club, Inc.*	2,560		97,997
Carrefour S.A. (France)	7,080		347,279
Casino Guichard-Perrachon S.A. (France)	730		64,830
The Kroger Co.	74,840		1,663,693
Safeway, Inc.	77,910		1,838,676
SUPERVALU, Inc.	2,250		33,525
Tesco plc (United Kingdom)	34,695		231,001

			4,277,001

Food Products - 1.53%
Danone S.A. (France)	2,700		159,542
Dean Foods Co.*	91,770		1,440,789
Flowers Foods, Inc.	3,030		79,871
General Mills, Inc.	14,400		1,024,992
Kellogg Co.	18,900		1,038,366
Nestle S.A. (Switzerland)	64,710		3,177,925
Suedzucker AG (Germany)	1,940		39,352
Unilever plc - ADR (United Kingdom)	75,410		2,269,841

			9,230,678

Household Products - 0.02%
Reckitt Benckiser Group plc (United Kingdom)	1,565		81,486


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Personal Products - 0.01%
Alberto-Culver Co.	2,010	$	57,888

Total Consumer Staples			13,782,066

Energy - 1.97%
Energy Equipment & Services - 1.47%
Baker Hughes, Inc.	55,875		2,780,340
Calfrac Well Services Ltd. (Canada)	6,480		137,855
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	5,135		155,097
Dril-Quip, Inc.*	1,340		77,626
Schlumberger Ltd.	35,440		2,531,125
Trican Well Service Ltd. (Canada)	11,360		144,264
Weatherford International Ltd. (Switzerland)*	166,424		3,013,939

			8,840,246

Oil, Gas & Consumable Fuels - 0.50%
BP plc (United Kingdom)	4,040		35,574
Cameco Corp. (Canada)	1,010		24,856
Forest Oil Corp.*	1,205		35,307
Hess Corp.	38,420		2,441,591
Mariner Energy, Inc.*	1,801		43,008
Royal Dutch Shell plc - Class B (Netherlands)	1,346		40,674
Royal Dutch Shell plc - Class B - ADR (Netherlands)	1,900		115,292
Talisman Energy, Inc. (Canada)	6,400		108,935
Total S.A. (France)	1,130		61,641
Uranium One, Inc. (Canada)*	44,600		112,839

			3,019,717

Total Energy			11,859,963

Financials - 2.43%
Capital Markets - 0.52%
The Bank of New York Mellon Corp.¹	78,600		2,446,818
Credit Suisse Group AG - ADR (Switzerland)	830		37,931
Federated Investors, Inc. - Class B	8,810		212,497
GAM Holding Ltd. (Switzerland)*	6,980		87,368
The Goldman Sachs Group, Inc.	680		98,736
Legg Mason, Inc.	4,320		136,901
Northern Trust Corp.	1,690		92,916
State Street Corp.	490		21,315

			3,134,482

Commercial Banks - 0.15%
Barclays plc - ADR (United Kingdom)	1,990		40,636
BNP Paribas (France)	560		38,869


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Commercial Banks (continued)
Credit Agricole S.A. (France)	1,370	$	19,737
First Commonwealth Financial Corp.	34,530		226,171
The Hachijuni Bank Ltd. (Japan)	4,800		27,031
HSBC Holdings plc (United Kingdom)	5,500		56,214
HSBC Holdings plc - ADR (United Kingdom)	2,457		125,037
ICICI Bank Ltd. - ADR (India)	1,570		66,756
Societe Generale - ADR (France)²	3,250		34,353
The Sumitomo Trust & Banking Co. Ltd. (Japan)	4,800		29,127
U.S. Bancorp	3,290		88,073
Wilmington Trust Corp.	7,350		127,376

			879,380

Consumer Finance - 0.51%
American Express Co.	65,310		3,012,097
Discover Financial Services	2,070		32,002

			3,044,099

Diversified Financial Services - 0.13%
Bank of America Corp.	2,980		53,133
Deutsche Boerse AG (Germany)	2,700		210,447
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	2,125		105,548
ING Groep N.V. (Netherlands)*	185		1,660
JPMorgan Chase & Co.	5,190		220,990
Moody’s Corp.	9,040		223,469

			815,247

Insurance - 0.26%
Allianz SE (Germany)	2,850		328,312
The Allstate Corp.	4,370		142,768
Amil Participacoes S.A. (Brazil)	12,540		102,802
AXA S.A. (France)	1,230		24,729
Brown & Brown, Inc.	7,020		141,383
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	875		123,725
Principal Financial Group, Inc.	850		24,837
The Progressive Corp.	12,360		248,312
Willis Group Holdings plc (United Kingdom)	7,325		252,346
Zurich Financial Services AG (Switzerland)	910		203,115

			1,592,329

Real Estate Investment Trusts (REITS) - 0.76%
Acadia Realty Trust	2,660		50,753
Alexandria Real Estate Equities, Inc.	860		60,897
Alstria Office REIT AG (Germany)	6,760		76,505
American Campus Communities, Inc.	6,370		179,443


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Apartment Investment & Management Co. - Class A	11,860	$	265,783
AvalonBay Communities, Inc.	1,340		139,414
BioMed Realty Trust, Inc.	13,810		255,623
Boston Properties, Inc.	1,950		153,777
Camden Property Trust	2,660		128,824
Corporate Office Properties Trust	9,830		397,623
DiamondRock Hospitality Co.*	5,110		56,159
Digital Realty Trust, Inc.	2,320		136,184
Douglas Emmett, Inc.	7,380		123,541
DuPont Fabros Technology, Inc.	6,220		137,897
Equity Lifestyle Properties, Inc.	2,080		115,461
Equity One, Inc.	4,910		95,303
Equity Residential	2,110		95,520
HCP, Inc.	6,740		216,489
Health Care REIT, Inc.	3,060		137,486
Healthcare Realty Trust, Inc.	6,290		151,841
Home Properties, Inc.	3,880		192,797
Host Hotels & Resorts, Inc.	9,877		160,600
LaSalle Hotel Properties	3,270		86,164
Lexington Realty Trust	8,540		60,463
Mack-Cali Realty Corp.	2,170		74,561
Mid-America Apartment Communities, Inc.	1,090		60,244
National Health Investors, Inc.	1,390		56,462
National Retail Properties, Inc.	5,010		117,885
Omega Healthcare Investors, Inc.	3,590		71,872
Pebblebrook Hotel Trust*	4,150		81,755
Realty Income Corp.	3,820		125,258
Simon Property Group, Inc.	2,224		197,980
Tanger Factory Outlet Centers	2,670		111,072
UDR, Inc.	6,790		137,905
Westfield Group (Australia)	4,740		56,666

			4,566,207

Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*	3,590		62,179

Thrifts & Mortgage Finance - 0.09%
Aareal Bank AG (Germany)*	2,455		53,999
First Niagara Financial Group, Inc.	17,660		245,474
NewAlliance Bancshares, Inc.	10,450		136,163


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Thrifts & Mortgage Finance (continued)
People’s United Financial, Inc.	8,160	$	126,725

			562,361

Total Financials			14,656,284

Health Care - 4.86%
Biotechnology - 0.54%
Amgen, Inc.*	4,380		251,237
Basilea Pharmaceutica AG (Switzerland)*	1,870		137,711
Celera Corp.*	58,620		437,891
CSL Ltd. (Australia)	2,140		64,137
Genzyme Corp.*	41,280		2,197,747
Grifols S.A. (Spain)	2,510		31,915
Sinovac Biotech Ltd. (China)*	27,610		159,862

			3,280,500

Health Care Equipment & Supplies - 1.83%
Ansell, Ltd. (Australia)	33,900		402,447
Becton, Dickinson and Co.	45,750		3,493,928
Boston Scientific Corp.*	332,410		2,286,981
Cochlear Ltd. (Australia)	5,300		363,393
Covidien plc (Ireland)	10,150		487,098
DENTSPLY International, Inc.	9,380		343,683
DexCom, Inc.*	18,240		199,728
Gen-Probe, Inc.*	7,510		355,899
Hologic, Inc.*	8,350		149,214
Inverness Medical Innovations, Inc.*	14,560		579,197
Mindray Medical International Ltd. - ADR (China)	7,500		286,500
Nobel Biocare Holding AG (Switzerland)	9,350		207,305
OraSure Technologies, Inc.*	44,835		284,254
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	53,000		248,817
Sirona Dental Systems, Inc.*	6,820		284,326
Straumann Holding AG (Switzerland)	1,445		358,514
Teleflex, Inc.	4,050		248,346
Zoll Medical Corp.*	14,960		457,028

			11,036,658

Health Care Providers & Services - 0.70%
Aetna, Inc.	4,490		132,680
AMN Healthcare Services, Inc.*	20,850		190,569
Bio-Reference Laboratories, Inc.*	8,900		208,260
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	12,000		11,127
CIGNA Corp.	3,830		122,790
Diagnosticos da America S.A. (Brazil)*	46,040		397,826


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
OdontoPrev S.A. (Brazil)	3,360	$	110,276
Quest Diagnostics, Inc.	30,520		1,744,523
Sonic Healthcare Ltd. (Australia)	46,160		589,423
UnitedHealth Group, Inc.	4,250		128,818
VCA Antech, Inc.*	14,290		406,693
WellPoint, Inc.*	2,940		158,172

			4,201,157

Health Care Technology - 0.37%
Allscripts - Misys Healthcare Solutions, Inc.*	7,330		147,846
Cerner Corp.*	17,280		1,467,245
Eclipsys Corp.*	29,530		610,680

			2,225,771

Life Sciences Tools & Services - 0.72%
Caliper Life Sciences, Inc.*	78,867		316,257
ICON plc - ADR (Ireland)*	8,840		257,863
PerkinElmer, Inc.	48,233		1,208,236
Thermo Fisher Scientific, Inc.*	46,260		2,557,253

			4,339,609

Pharmaceuticals - 0.70%
AstraZeneca plc (United Kingdom)	615		27,185
AstraZeneca plc - ADR (United Kingdom)	910		40,249
Bayer AG (Germany)	2,810		179,867
GlaxoSmithKline plc (United Kingdom)	3,725		69,021
Johnson & Johnson	55,190		3,548,717
Sanofi - Aventis S.A. (France)	531		36,524
Shire plc (Ireland)	4,235		93,503
UCB S.A. (Belgium)	5,690		220,839

			4,215,905

Total Health Care			29,299,600

Industrials - 1.47%
Aerospace & Defense - 0.02%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	5,255		126,540
Hexcel Corp.*	910		14,742

			141,282

Air Freight & Logistics - 0.48%
TNT N.V. (Netherlands)	6,636		203,924
United Parcel Service, Inc. - Class B	38,772		2,680,696

			2,884,620


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Airlines - 0.69%
AirTran Holdings, Inc.*	24,660	$	130,205
Copa Holdings S.A. - Class A (Panama)	1,080		61,214
Deutsche Lufthansa AG (Germany)*	4,430		74,024
Ryanair Holdings plc - ADR (Ireland)*	3,970		111,795
Singapore Airlines Ltd. (Singapore)	4,280		47,476
Southwest Airlines Co.	283,925		3,742,132

			4,166,846

Commercial Services & Supplies - 0.05%
Tomra Systems ASA (Norway)	55,550		268,380

Electrical Equipment - 0.06%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	7,680		147,149
Alstom S.A. (France)	810		47,970
Gamesa Corporacion Tecnologica S.A. (Spain)	3,130		38,761
Nexans S.A. (France)	740		58,752
Schneider Electric S.A. (France)	570		65,215
Yingli Green Energy Holding Co. Ltd. - ADR (China)*	2,290		28,923

			386,770

Industrial Conglomerates - 0.07%
Siemens AG (Germany)	4,420		437,492

Machinery - 0.03%
Lindsay Corp.	970		36,889
SmartHeat, Inc. (China)*	2,410		20,220
Titan International, Inc.	3,560		44,180
Wabtec Corp.	1,590		75,652

			176,941

Professional Services - 0.03%
Adecco S.A. (Switzerland)	680		40,125
Equifax, Inc.	3,150		105,840

			145,965

Road & Rail - 0.04%
All America Latina Logistica S.A. (Brazil)	17,980		160,845
Kansas City Southern*	970		39,333
RailAmerica, Inc.*	3,840		49,498

			249,676

Total Industrials			8,857,972

Information Technology - 6.03%
Communications Equipment - 1.22%
Alcatel-Lucent - ADR (France)*	56,870		180,278


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Communications Equipment (continued)
Blue Coat Systems, Inc.*	10,120	$	329,203
Cisco Systems, Inc.*	133,478		3,593,228
Infinera Corp.*	29,430		269,284
Juniper Networks, Inc.*	54,826		1,557,607
QUALCOMM, Inc.	30,980		1,200,165
Riverbed Technology, Inc.*	7,640		236,764

			7,366,529

Computers & Peripherals - 0.41%
Compellent Technologies, Inc.*	11,600		145,812
EMC Corp.*	121,020		2,300,590

			2,446,402

Electronic Equipment, Instruments & Components - 0.02%
LoJack Corp.*	28,340		118,461

Internet Software & Services - 1.02%
comScore, Inc.*	8,100		147,015
Google, Inc. - Class A*	11,045		5,803,485
NetEase.com, Inc. - ADR (China)*	1,380		48,121
Vocus, Inc.*	7,230		123,271

			6,121,892

IT Services - 1.06%
Accenture plc - Class A (Ireland)	4,490		195,944
Amdocs Ltd. (Guernsey)*	13,860		442,689
Automatic Data Processing, Inc.	57,078		2,474,902
Cap Gemini S.A. (France)	4,130		209,810
Cielo S.A. (Brazil)	21,920		211,728
Paychex, Inc.	5,800		177,480
Redecard S.A. (Brazil)	13,370		221,981
The Western Union Co.	135,300		2,469,225

			6,403,759

Semiconductors & Semiconductor Equipment - 0.14%
Advantest Corp. (Japan)	11,600		302,673
Hynix Semiconductor, Inc. (South Korea)*	1,730		44,329
KLA-Tencor Corp.	2,700		91,962
Sumco Corp. (Japan)*	4,000		89,211
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	5,461		57,832
Tokyo Electron Ltd. (Japan)	3,900		257,827

			843,834

Software - 2.16%
Autodesk, Inc.*	95,040		3,232,310


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Software (continued)
Electronic Arts, Inc.*	128,830	$	2,495,437
Microsoft Corp.	124,940		3,815,668
Misys plc (United Kingdom)*	21,155		75,774
Net 1 UEPS Technologies, Inc. (South Africa)*	10,000		164,000
SAP AG (Germany)	1,550		74,759
SAP AG - ADR (Germany)	56,230		2,668,114
Shanda Interactive Entertainment Ltd. - ADR (China)*	4,170		189,068
Sonic Solutions, Inc.*	8,830		110,816
Square Enix Holdings Co. Ltd. (Japan)	2,600		54,970
UbiSoft Entertainment S.A. (France)*	9,500		121,770

			13,002,686

Total Information Technology			36,303,563

Materials - 0.56%
Chemicals - 0.56%
Arkema S.A. (France)	2		84
Calgon Carbon Corp.*	7,130		110,515
Johnson Matthey plc (United Kingdom)	2,300		61,338
Monsanto Co.	50,280		3,170,657
The Scotts Miracle-Gro Co. - Class A	700		33,915

			3,376,509

Paper & Forest Products - 0.00%**
Norbord, Inc. (Canada)*	577		11,298

Total Materials			3,387,807

Telecommunication Services - 0.17%
Diversified Telecommunication Services - 0.02%
France Telecom S.A. (France)	3,130		68,534
Swisscom AG - ADR (Switzerland)²	2,120		71,486

			140,020

Wireless Telecommunication Services - 0.15%
American Tower Corp. - Class A*	3,890		158,751
Crown Castle International Corp.*	7,250		274,412
Hutchison Telecommunications International Ltd. (Hong Kong)*	6,550		1,831
SBA Communications Corp. - Class A*	8,440		298,523
SK Telecom Co. Ltd. - ADR (South Korea)	7,440		137,714

			871,231

Total Telecommunication Services			1,011,251

Utilities - 0.05%
Electric Utilities - 0.02%
E.ON AG (Germany)	3,515		129,918


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Utilities (continued)
Independent Power Producers & Energy Traders - 0.01%
Mirant Corp.*	2,430	$	28,334
RRI Energy, Inc.*	7,380		30,037

			58,371

Multi-Utilities - 0.01%
National Grid plc (United Kingdom)	4,460		42,923

Water Utilities - 0.01%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)	3,500		50,741

Total Utilities			281,953

TOTAL COMMON STOCKS
(Identified Cost $121,738,873)			138,993,024


PREFERRED STOCKS - 0.20%

Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany)	930		49,808

Financials - 0.19%
Commercial Banks - 0.09%
PNC Financial Services Group, Inc., Series K³	180,000		191,054
Wells Fargo & Co., Series K	300,000		316,500

			507,554

Diversified Financial Services - 0.10%
Bank of America Corp., Series K	320,000		322,135
JPMorgan Chase & Co., Series 1	285,000		299,321

			621,456

Total Financials			1,129,010

TOTAL PREFERRED STOCKS
(Identified Cost $1,074,383)			1,178,818


WARRANTS - 0.00%**

Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011*
(Identified Cost $215)	348		89


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS - 31.34%

Convertible Corporate Bonds - 0.11%
Consumer Discretionary - 0.01%
Hotels, Restaurants & Leisure - 0.01%
Carnival Corp., 2.00%, 4/15/2021	$	55,000	$	62,012

Energy - 0.04%
Energy Equipment & Services - 0.04%
Schlumberger Ltd., Series B, 2.125%, 6/1/2023		130,000		234,000

Health Care - 0.02%
Biotechnology - 0.02%
Amgen, Inc., 0.375%, 2/1/2013		110,000		110,688

Industrials - 0.01%
Airlines - 0.01%
AirTran Holdings, Inc., 5.25%, 11/1/2016		45,000		50,288

Information Technology - 0.03%
Computers & Peripherals - 0.01%
EMC Corp., 1.75%, 12/1/2013		40,000		52,100

Semiconductors & Semiconductor Equipment - 0.02%
Advanced Micro Devices, Inc., 6.00%, 5/1/2015		175,000		168,656

Total Information Technology				220,756

Total Convertible Corporate Bonds
(Identified Cost $612,986)				677,744

Non-Convertible Corporate Bonds - 31.23%
Consumer Discretionary - 4.08%
Diversified Consumer Services - 0.03%
Affinion Group, Inc., 11.50%, 10/15/2015		180,000		189,900

Hotels, Restaurants & Leisure - 1.31%
International Game Technology, 7.50%, 6/15/2019		4,000,000		4,657,444
McDonald’s Corp., 5.80%, 10/15/2017		1,920,000		2,172,906
McDonald’s Corp., 6.30%, 10/15/2037		190,000		212,851
Scientific Games Corp.⁴, 7.875%, 6/15/2016		110,000		111,237
Scientific Games International, Inc.⁴, 9.25%, 6/15/2019		140,000		150,850
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		225,000		241,875
Wyndham Worldwide Corp., 9.875%, 5/1/2014		90,000		102,585
Wyndham Worldwide Corp., 6.00%, 12/1/2016		165,000		164,311
Yonkers Racing Corp.⁴, 11.375%, 7/15/2016		90,000		98,550

				7,912,609

Household Durables - 0.38%
Fortune Brands, Inc., 4.875%, 12/1/2013		1,800,000		1,883,527
Fortune Brands, Inc., 5.375%, 1/15/2016		355,000		373,859

				2,257,386


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media - 1.78%
Cablevision Systems Corp.⁴, 8.625%, 9/15/2017	$	285,000	$	300,675
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014		130,000		142,844
Comcast Cable Communications Holdings, Inc., 8.375%, 3/15/2013		657,000		763,125
Comcast Corp., 5.70%, 7/1/2019		2,800,000		2,982,386
Comcast Corp., 5.15%, 3/1/2020		2,000,000		2,041,444
Comcast Corp., 6.50%, 11/15/2035		55,000		57,982
Comcast Corp., 6.95%, 8/15/2037		490,000		545,732
DIRECTV Holdings LLC⁴, 5.20%, 3/15/2020		310,000		312,574
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016		50,000		54,750
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015		95,000		103,788
Time Warner, Inc., 7.625%, 4/15/2031		320,000		371,852
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017		100,000		102,000
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017		90,000		123,426
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018		160,000		168,800
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019		120,000		125,700
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016		50,000		54,875
The Walt Disney Co., Series B, 7.00%, 3/1/2032		145,000		175,857
The Walt Disney Co., Series C, 5.625%, 9/15/2016		1,800,000		2,052,268
WMG Acquisition Corp.⁴, 9.50%, 6/15/2016		140,000		151,200
XM Satellite Radio, Inc.⁴, 11.25%, 6/15/2013		75,000		82,312

				10,713,590

Multiline Retail - 0.06%
Target Corp., 6.00%, 1/15/2018		320,000		366,291

Specialty Retail - 0.45%
The Home Depot, Inc., 5.40%, 3/1/2016		340,000		372,932
Lowe’s Companies, Inc., 6.10%, 9/15/2017		1,800,000		2,061,479
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017		230,000		243,225

				2,677,636

Textiles, Apparel & Luxury Goods - 0.07%
Levi Strauss & Co., 8.625%, 4/1/2013		50,000		67,904
VF Corp., 5.95%, 11/1/2017		330,000		366,136

				434,040

Total Consumer Discretionary				24,551,452

Consumer Staples - 0.43%
Beverages - 0.19%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016		235,000		249,100
The Coca-Cola Co., 5.35%, 11/15/2017		160,000		178,226
Constellation Brands, Inc., 8.375%, 12/15/2014		230,000		246,675
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		117,862


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
PepsiCo, Inc., 7.90%, 11/1/2018	$	285,000	$	359,499

				1,151,362

Food & Staples Retailing - 0.06%
Ingles Markets, Inc., 8.875%, 5/15/2017		85,000		89,888
The Kroger Co., 6.75%, 4/15/2012		240,000		261,972

				351,860

Food Products - 0.12%
General Mills, Inc., 5.65%, 2/15/2019		330,000		360,749
Kraft Foods, Inc., 6.125%, 2/1/2018		335,000		370,052

				730,801

Personal Products - 0.06%
Revlon Consumer Products Corp.⁴, 9.75%, 11/15/2015		335,000		344,212

Total Consumer Staples				2,578,235

Energy - 2.55%
Energy Equipment & Services - 1.31%
Baker Hughes, Inc., 7.50%, 11/15/2018		295,000		359,202
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		275,000		277,750
Complete Production Services, Inc., 8.00%, 12/15/2016		160,000		163,600
Hornbeck Offshore Services, Inc., 8.00%, 9/1/2017		70,000		71,050
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014		180,000		178,875
Key Energy Services, Inc., 8.375%, 12/1/2014		160,000		163,200
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017		185,000		188,700
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		5,000,000		6,466,470

				7,868,847

Oil, Gas & Consumable Fuels - 1.24%
Alon Refining Krotz Springs, Inc., 13.50%, 10/15/2014		90,000		88,200
Anadarko Petroleum Corp., 5.95%, 9/15/2016		95,000		105,456
Anadarko Petroleum Corp., 8.70%, 3/15/2019		1,220,000		1,533,849
Anadarko Petroleum Corp., 6.95%, 6/15/2019		3,000,000		3,473,709
Apache Corp., 6.90%, 9/15/2018		155,000		184,723
Aquilex Holdings LLC - Aquilex Finance Corp.⁴, 11.125%, 12/15/2016		115,000		124,775
Arch Coal, Inc.⁴, 8.75%, 8/1/2016		55,000		58,575
Arch Western Finance LLC, 6.75%, 7/1/2013		180,000		181,350
Chesapeake Energy Corp., 9.50%, 2/15/2015		120,000		131,550
Chesapeake Energy Corp., 6.875%, 1/15/2016		105,000		104,737
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015		90,000		91,800
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017		85,000		86,700
Crosstex Energy - Crosstex Energy Finance Corp.⁴, 8.875%, 2/15/2018		165,000		171,600


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 11.75%, 5/27/2014	$	105,000	$	116,550
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 10.00%, 1/15/2018		45,000		45,000
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018		180,000		182,700
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018		125,000		130,625
Plains Exploration & Production Co., 8.625%, 10/15/2019		190,000		200,925
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		175,000		178,500
Tesoro Corp., 9.75%, 6/1/2019		255,000		274,125
Whiting Petroleum Corp., 7.00%, 2/1/2014		35,000		36,138

				7,501,587

Total Energy				15,370,434

Financials - 13.54%
Capital Markets - 1.14%
Goldman Sachs Capital I, 6.345%, 2/15/2034		380,000		340,056
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049		380,000		300,675
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012		3,266,000		3,409,074
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		335,000		347,027
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		2,000,000		1,942,662
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		190,000		175,731
Morgan Stanley, 5.55%, 4/27/2017		355,000		356,708

				6,871,933

Commercial Banks - 2.54%
Household Finance Co., 6.375%, 11/27/2012		165,000		181,203
HSBC Finance Corp., 7.00%, 5/15/2012		250,000		273,354
KeyBank National Association⁶, 3.20%, 6/15/2012		3,476,000		3,624,658
KeyBank National Association, 5.45%, 3/3/2016		410,000		417,576
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		315,000		342,642
National City Corp., 6.875%, 5/15/2019		6,000,000		6,710,790
PNC Bank National Association³, 5.25%, 1/15/2017		195,000		201,948
PNC Funding Corp.^3,6, 2.30%, 6/22/2012		2,246,000		2,301,079
U.S. Bank National Association, 6.375%, 8/1/2011		30,000		31,886
U.S. Bank National Association, 6.30%, 2/4/2014		100,000		112,464
USB Capital XIII Trust, 6.625%, 12/15/2039		210,000		220,838
Wachovia Corp., 5.25%, 8/1/2014		345,000		366,006


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

Investment Portfolio - April 30, 2010 (unaudited)


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	$	532,437

				15,316,881

Consumer Finance - 1.15%
American Express Co., 8.125%, 5/20/2019		5,000,000		6,123,955
American Express Co.⁵, 6.80%, 9/1/2066		330,000		325,050
American Express Credit Corp., Series B⁵, 0.39863%, 10/4/2010		280,000		280,011
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017		150,000		156,750

				6,885,766

Diversified Financial Services - 5.29%
Bank of America Corp.⁶, 3.125%, 6/15/2012		5,518,000		5,735,972
Bank of America Corp., 4.875%, 1/15/2013		1,800,000		1,886,562
Bank of America Corp., 5.75%, 8/15/2016		205,000		210,344
Bank of America Corp., 7.625%, 6/1/2019		3,200,000		3,652,858
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012		1,520,000		1,536,249
Citigroup, Inc.⁶, 2.875%, 12/9/2011		5,788,000		5,970,669
Citigroup, Inc., 8.50%, 5/22/2019		4,000,000		4,722,112
JPMorgan Chase & Co.⁶, 3.125%, 12/1/2011		3,600,000		3,726,720
JPMorgan Chase & Co., 6.30%, 4/23/2019		4,000,000		4,439,108

				31,880,594

Insurance - 0.07%
American International Group, Inc., 4.25%, 5/15/2013		30,000		29,300
Fidelity National Financial, Inc., 6.60%, 5/15/2017		210,000		210,036
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038		190,000		195,700

				435,036

Real Estate Investment Trusts (REITS) - 3.35%
AvalonBay Communities, Inc., 6.10%, 3/15/2020		2,145,000		2,324,592
Boston Properties LP, 5.875%, 10/15/2019		5,150,000		5,461,348
Camden Property Trust, 5.70%, 5/15/2017		2,270,000		2,259,578
DuPont Fabros Technology LP⁴, 8.50%, 12/15/2017		305,000		316,438
Felcor Lodging LP, 10.00%, 10/1/2014		175,000		182,875
HCP, Inc., 6.70%, 1/30/2018		4,155,000		4,341,651
Health Care REIT, Inc., 6.20%, 6/1/2016		200,000		214,886
Host Hotels & Resorts LP, 6.875%, 11/1/2014		105,000		106,706
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020		165,000		169,538
Simon Property Group LP, 10.35%, 4/1/2019		3,680,000		4,768,658

				20,146,270

Total Financials				81,536,480


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 0.41%
Biotechnology - 0.01%
Talecris Biotherapeutics Holdings Corp.⁴, 7.75%, 11/15/2016	$	85,000	$	85,850

Health Care Equipment & Supplies - 0.15%
Becton, Dickinson and Co., 6.00%, 5/15/2039		330,000		358,852
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		75,000		78,750
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015		75,000		84,375
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016		85,000		83,725
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016		267,000		272,340

				878,042

Health Care Providers & Services - 0.10%
BioScrip, Inc.⁴, 10.25%, 10/1/2015		165,000		169,125
HCA, Inc.⁴, 7.875%, 2/15/2020		165,000		177,581
Health Management Associates, Inc., 6.125%, 4/15/2016		255,000		246,394

				593,100

Life Sciences Tools & Services - 0.03%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017		180,000		184,275

Pharmaceuticals - 0.12%
Abbott Laboratories, 5.60%, 11/30/2017		160,000		179,915
Johnson & Johnson, 5.95%, 8/15/2037		160,000		178,126
Valeant Pharmaceuticals International⁴, 7.625%, 3/15/2020		185,000		188,237
Wyeth, 6.50%, 2/1/2034		155,000		177,191

				723,469

Total Health Care				2,464,736

Industrials - 5.33%
Aerospace & Defense - 0.10%
The Boeing Co., 6.00%, 3/15/2019		325,000		365,079
GeoEye, Inc.⁴, 9.625%, 10/1/2015		75,000		78,094
Honeywell International, Inc., 5.30%, 3/1/2018		170,000		183,805

				626,978

Air Freight & Logistics - 0.70%
FedEx Corp., 8.00%, 1/15/2019		3,200,000		3,995,603
United Parcel Service, Inc., 6.20%, 1/15/2038		180,000		202,518

				4,198,121

Airlines - 0.33%
AirTran Airways, Inc.^7,8, 10.41%, 4/1/2017		129,153		124,955
Delta Air Lines, Inc.⁴, 9.50%, 9/15/2014		385,000		407,619
Southwest Airlines Co., 5.25%, 10/1/2014		355,000		370,706


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Southwest Airlines Co., 5.75%, 12/15/2016	$	1,070,000	$	1,105,891

				2,009,171

Building Products - 0.07%
Building Materials Corp. of America⁴, 7.50%, 3/15/2020		85,000		84,788
Owens Corning, 9.00%, 6/15/2019		150,000		181,099
USG Corp.⁴, 9.75%, 8/1/2014		120,000		129,600

				395,487

Commercial Services & Supplies - 0.89%
ACCO Brands Corp.⁴, 10.625%, 3/15/2015		80,000		88,600
Clean Harbors, Inc., 7.625%, 8/15/2016		165,000		171,806
Corrections Corp. of America, 6.25%, 3/15/2013		75,000		76,125
Corrections Corp. of America, 7.75%, 6/1/2017		75,000		79,500
Garda World Security Corp. (Canada)⁴, 9.75%, 3/15/2017		165,000		170,982
Waste Management, Inc., 7.375%, 3/11/2019		4,000,000		4,747,952

				5,334,965

Industrial Conglomerates - 1.52%
General Electric Capital Corp.⁶, 3.00%, 12/9/2011		5,798,000		5,992,430
General Electric Capital Corp., 5.625%, 5/1/2018		1,800,000		1,907,280
General Electric Capital Corp.⁵, 6.375%, 11/15/2067		340,000		325,550
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		345,000		376,248
General Electric Co., 5.25%, 12/6/2017		180,000		191,448
Textron, Inc., 7.25%, 10/1/2019		350,000		384,853

				9,177,809

Machinery - 0.44%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		305,000		358,852
John Deere Capital Corp., 5.50%, 4/13/2017		20,000		22,051
John Deere Capital Corp., 5.75%, 9/10/2018		2,060,000		2,300,903

				2,681,806

Marine - 0.04%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017		90,000		94,050
United Maritime Group LLC - United Maritime Group Finance Corp.⁴, 11.75%, 6/15/2015		115,000
				119,600

				213,650

Road & Rail - 1.24%
CSX Corp., 6.25%, 4/1/2015		1,800,000		2,033,395
CSX Corp., 7.375%, 2/1/2019		4,000,000		4,787,772


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
CSX Corp., 6.00%, 10/1/2036	$	355,000	$	363,542
RailAmerica, Inc., 9.25%, 7/1/2017		67,000		72,193
Union Pacific Corp., 5.65%, 5/1/2017		175,000		189,331

				7,446,233

Total Industrials				32,084,220

Information Technology - 0.90%
Communications Equipment - 0.17%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		205,000		150,163
Cisco Systems, Inc., 5.90%, 2/15/2039		345,000		361,709
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		290,000		298,700
Nokia Corp. (Finland), 5.375%, 5/15/2019		175,000		185,589

				996,161

Computers & Peripherals - 0.03%
International Business Machines Corp., 5.60%, 11/30/2039		170,000		176,786

Electronic Equipment, Instruments & Components - 0.64%
Corning, Inc., 6.20%, 3/15/2016		215,000		237,135
Corning, Inc., 6.625%, 5/15/2019		3,200,000		3,646,378

				3,883,513

Semiconductors & Semiconductor Equipment - 0.03%
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018		180,000		189,900

Software - 0.03%
Microsoft Corp., 5.20%, 6/1/2039		190,000		194,019

Total Information Technology				5,440,379

Materials - 2.26%
Chemicals - 0.41%
E.I. du Pont de Nemours & Co., 5.875%, 1/15/2014		1,800,000		2,017,838
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		320,000		360,509
Solutia, Inc., 7.875%, 3/15/2020		85,000		87,762

				2,466,109

Containers & Packaging - 0.08%
Ball Corp., 6.625%, 3/15/2018		75,000		76,313
BWAY Corp., 10.00%, 4/15/2014		225,000		246,375
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018		190,000		191,425

				514,113


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining - 0.60%
Alcoa, Inc., 5.72%, 2/23/2019	$	2,032,000	$	2,005,598
Alcoa, Inc., 5.87%, 2/23/2022		295,000		283,569
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		925,000		1,071,532
Essar Steel Algoma, Inc. (Canada)⁴, 9.375%, 3/15/2015		90,000		92,250
Steel Dynamics, Inc., 7.75%, 4/15/2016		165,000		172,219

				3,625,168

Paper & Forest Products - 1.17%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016		145,000		158,775
Georgia-Pacific LLC⁴, 7.125%, 1/15/2017		110,000		116,050
International Paper Co., 9.375%, 5/15/2019		5,000,000		6,359,960
International Paper Co., 7.50%, 8/15/2021		330,000		387,621

				7,022,406

Total Materials				13,627,796

Telecommunication Services - 0.32%
Diversified Telecommunication Services - 0.11%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		60,000		62,550
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		115,000		119,313
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015		245,000		253,575
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017		230,000		255,875

				691,313

Wireless Telecommunication Services - 0.21%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017		185,000		201,187
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		390,000		414,577
NII Capital Corp.⁴, 8.875%, 12/15/2019		230,000		243,800
SBA Telecommunications, Inc.⁴, 8.00%, 8/15/2016		170,000		179,350
SBA Tower Trust⁴, 5.101%, 4/15/2017		200,000		206,001

				1,244,915

Total Telecommunication Services				1,936,228

Utilities - 1.41%
Electric Utilities - 1.36%
Allegheny Energy Supply Co. LLC⁴, 5.75%, 10/15/2019		365,000		362,078
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013		1,800,000		1,954,455
Exelon Generation Co. LLC, 5.35%, 1/15/2014		340,000		369,081
Exelon Generation Co. LLC, 5.20%, 10/1/2019		5,000,000		5,164,635
Southwestern Electric Power Co., 6.45%, 1/15/2019		330,000		367,288

				8,217,537


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power Producers & Energy Traders - 0.03%
Mirant Americas Generation LLC, 9.125%, 5/1/2031	$	110,000	$	103,400
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016		75,000		79,875

				183,275

Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		85,000		97,495

Total Utilities				8,498,307

Total Non-Convertible Corporate Bonds
(Identified Cost $181,229,036)				188,088,267

TOTAL CORPORATE BONDS
(Identified Cost $181,842,022)				188,766,011

MUTUAL FUNDS - 0.58%

iShares Dow Jones US Real Estate Index Fund		3,890		205,976
iShares iBoxx High Yield Corporate Bond Fund		16,750		1,497,450
iShares iBoxx Investment Grade Corporate Bond Fund		16,940		1,817,831


TOTAL MUTUAL FUNDS
(Identified Cost $3,257,068)				3,521,257


U.S. TREASURY SECURITIES - 9.53%
U.S. Treasury Bonds - 1.42%
U.S. Treasury Bond, 5.50%, 8/15/2028	$	1,410,000		1,617,314
U.S. Treasury Bond, 5.25%, 2/15/2029		4,400,000		4,906,000
U.S. Treasury Bond, 4.50%, 2/15/2036		2,000,000		2,010,624


Total U.S. Treasury Bonds
(Identified Cost $8,509,851)				8,533,938

U.S. Treasury Notes - 8.11%
U.S. Treasury Note, 5.00%, 2/15/2011		1,000,000		1,036,211
U.S. Treasury Note, 4.00%, 11/15/2012		9,000,000		9,630,702
U.S. Treasury Note, 3.625%, 5/15/2013		5,525,000		5,875,058
U.S. Treasury Note, 2.25%, 5/31/2014		1,300,000		1,310,563
U.S. Treasury Note, 2.625%, 6/30/2014		6,490,000		6,629,937
U.S. Treasury Note, 2.375%, 9/30/2014		2,490,000		2,507,898
U.S. Treasury Note, 4.00%, 2/15/2015		14,000,000		15,071,868
U.S. Treasury Note, 3.50%, 2/15/2018		3,700,000		3,758,101


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. TREASURY SECURITIES (continued)

U.S. Treasury Notes (continued)
U.S. Treasury Note, 3.75%, 11/15/2018	$	3,000,000	$	3,064,452

Total U.S. Treasury Notes
(Identified Cost $47,011,662)				48,884,790


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $55,521,513)				57,418,728


ASSET-BACKED SECURITIES - 0.03%
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016 (Identified Cost $169,991)		170,000		179,928


FOREIGN GOVERNMENT BONDS - 0.06%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $491,886)		380,000		385,783


U.S. GOVERNMENT AGENCIES - 26.37%
Mortgage-Backed Securities - 6.40%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020		13,291		14,300
Fannie Mae, Pool #816064, 4.50%, 4/1/2020		117,640		123,686
Fannie Mae, Pool #863151, 4.50%, 11/1/2020		65,175		68,524
Fannie Mae, Pool #851149, 5.00%, 4/1/2021		188,145		199,396
Fannie Mae, Pool #899023, 4.50%, 1/1/2022		67,935		70,875
Fannie Mae, Pool #899287, 5.00%, 2/1/2022		67,954		71,826
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		595,194		620,948
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		1,526,250		1,588,476
Fannie Mae, Pool #AA4537, 4.50%, 4/1/2024		150,979		157,135
Fannie Mae, Pool #AC0495, 4.50%, 9/1/2024		734,086		764,015
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		1,161,792		1,209,159
Fannie Mae, Pool #AC5902, 4.50%, 10/1/2024		1,332,386		1,386,708
Fannie Mae, Pool #357319, 6.00%, 12/1/2032		111,273		120,601
Fannie Mae, Pool #790393, 6.50%, 9/1/2034		2,591		2,835
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		442,115		449,857
Fannie Mae, Pool #900130, 6.00%, 9/1/2036		338,041		360,884
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		897,166		972,219
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		65,904		71,417
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		171,470		182,628
Fannie Mae, Pool #939487, 5.00%, 6/1/2037		58,714		60,905
Fannie Mae, Pool #945845, 6.00%, 8/1/2037		130,809		139,321
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		1,363		1,475
Fannie Mae, Pool #946148, 6.00%, 10/1/2037		675,212		719,150
Fannie Mae, Pool #950248, 6.00%, 10/1/2037		156,462		166,644


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #960196, 5.00%, 11/1/2037	$	42,109	$	43,680
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		656,427		680,510
Fannie Mae, Pool #929084, 5.00%, 2/1/2038		244,177		253,287
Fannie Mae, Pool #969756, 5.00%, 2/1/2038		569,972		590,883
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		754,096		781,762
Fannie Mae, Pool #961950, 5.00%, 3/1/2038		38,375		39,783
Fannie Mae, Pool #973091, 5.00%, 3/1/2038		25,883		26,832
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		444,307		460,886
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		1,186,346		1,230,611
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		794,765		823,923
Fannie Mae, Pool #976516, 5.00%, 5/1/2038		26,234		27,197
Fannie Mae, Pool #984379, 6.00%, 5/1/2038		681,933		725,882
Fannie Mae, Pool #981636, 5.00%, 6/1/2038		25,266		26,192
Fannie Mae, Pool #981650, 5.00%, 6/1/2038		380,761		394,730
Fannie Mae, Pool #985554, 5.00%, 6/1/2038		79,380		82,293
Fannie Mae, Pool #982317, 6.00%, 6/1/2038		90,181		95,993
Fannie Mae, Pool #934329, 5.00%, 7/1/2038		362,626		375,930
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		365,071		388,598
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		1,182,631		1,258,849
Fannie Mae, Pool #988990, 6.00%, 9/1/2038		31,720		33,764
Fannie Mae, Pool #990503, 6.00%, 9/1/2038		131,920		140,422
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		1,658,089		1,764,949
Fannie Mae, Pool #986889, 6.00%, 10/1/2038		754,424		803,045
Fannie Mae, Pool #983839, 5.00%, 11/1/2038		29,652		30,740
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		531,359		565,604
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		481,433		512,460
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		308,876		328,782
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		944,396		979,043
Fannie Mae, Pool #992293, 5.00%, 1/1/2039		322,293		334,117
Fannie Mae, Pool #994216, 5.00%, 1/1/2039		47,603		49,350
Fannie Mae, Pool #AA1717, 5.00%, 1/1/2039		629,785		652,890
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		739,708		766,615
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		354,286		377,119
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		753,479		780,886
Fannie Mae, Pool #AA1686, 5.00%, 3/1/2039		243,632		252,494
Fannie Mae, Pool #AA4461, 5.00%, 3/1/2039		49,742		51,551
Fannie Mae, Pool #AA3636, 6.00%, 3/1/2039		497,549		529,615
Fannie Mae, Pool #AA5087, 5.00%, 4/1/2039		70,276		72,832
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		932,207		992,286
Fannie Mae, Pool #AC2881, 6.00%, 8/1/2039		297,518		316,692
Fannie Mae, Pool #AC1901, 5.00%, 9/1/2039		218,571		226,521
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		545,757		565,609
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		1,274,978		1,321,356


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039	$	428,827	$	444,426
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		927,676		961,420
Fannie Mae, Pool #AC8791, 5.00%, 1/1/2040		38,924		40,340
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		9,142		9,860
Freddie Mac, Pool #G11912, 5.50%, 3/1/2021		225,944		243,265	��
Freddie Mac, Pool #J06512, 5.00%, 12/1/2022		113,651		120,341
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		54,988		58,903
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023		95,254		99,271
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034		7,338		8,056
GNMA, Pool #365225, 9.00%, 11/15/2024		1,963		2,268
GNMA, Pool #398655, 6.50%, 5/15/2026		897		982
GNMA, Pool #452826, 9.00%, 1/15/2028		2,057		2,392
GNMA, Pool #460820, 6.00%, 6/15/2028		14,728		16,040
GNMA, Pool #458983, 6.00%, 1/15/2029		25,787		28,083
GNMA, Pool #530481, 8.00%, 8/15/2030		16,602		19,116
GNMA, Pool #577796, 6.00%, 1/15/2032		23,834		25,956
GNMA, Pool #003808, 6.00%, 1/20/2036		338,529		365,266
GNMA, Pool #651235, 6.50%, 2/15/2036		225,812		245,133
GNMA, Pool #003830, 5.50%, 3/20/2036		796,607		848,297
GNMA, Pool #671304, 5.50%, 6/15/2037		121,999		129,837
GNMA, Pool #671531, 5.50%, 9/15/2037		79,024		84,101
GNMA, Pool #671161, 5.50%, 11/15/2037		361,405		384,626
GNMA, Pool #672715, 5.50%, 5/15/2038		269,407		286,548
GNMA, Pool #782639, 5.50%, 12/15/2038		772,901		823,704
GNMA, Pool #707098, 5.50%, 1/15/2039		950,973		1,011,479
GNMA, Pool #703481, 5.50%, 2/15/2039		1,870,613		1,989,630

Total Mortgage-Backed Securities
(Identified Cost $37,750,775)				38,528,887

Other Agencies - 19.97%
Fannie Mae, 1.375%, 4/28/2011		18,600,000		18,745,192
Fannie Mae, 4.875%, 5/18/2012		1,135,000		1,219,745
Fannie Mae, 5.25%, 9/15/2016		9,500,000		10,566,916
Fannie Mae, 6.25%, 5/15/2029		2,429,000		2,843,453
Fannie Mae, 7.25%, 5/15/2030		2,910,000		3,785,229
Fannie Mae, 6.625%, 11/15/2030		2,339,000		2,864,545
Federal Farm Credit Bank, 5.125%, 8/25/2016		3,640,000		4,036,036
Federal Home Loan Bank, 4.625%, 10/10/2012		3,600,000		3,881,804
Federal Home Loan Bank, 4.50%, 11/15/2012		10,000		10,753
Federal Home Loan Bank, 3.375%, 2/27/2013		10,000		10,487
Federal Home Loan Bank, 5.25%, 6/18/2014		4,950,000		5,539,679
Federal Home Loan Bank, 5.00%, 11/17/2017		7,985,000		8,741,682
Freddie Mac, 1.75%, 6/15/2012		430,000		434,351


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)
Other Agencies (continued)
Freddie Mac, 5.50%, 8/20/2012	$	390,000	$	426,307
Freddie Mac, 3.00%, 7/28/2014		3,400,000		3,487,472
Freddie Mac, 2.875%, 2/9/2015		12,110,000		12,235,690
Freddie Mac, 5.50%, 7/18/2016		2,600,000		2,934,412
Freddie Mac, 5.125%, 10/18/2016		10,495,000		11,601,351
Freddie Mac, 5.125%, 11/17/2017		2,255,000		2,481,147
Freddie Mac, 3.75%, 3/27/2019		19,465,000		19,240,802
Freddie Mac, 6.75%, 3/15/2031		1,693,000		2,107,287
Freddie Mac, 6.25%, 7/15/2032		2,625,000		3,109,013

Total Other Agencies
(Identified Cost $120,107,749)				120,303,353

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $157,858,524)				158,832,240

SHORT-TERM INVESTMENTS - 7.47%
Dreyfus Cash Management, Inc. - Institutional Shares⁹, 0.09%,		23,282,035		23,282,035
Fannie Mae Discount Notes¹⁰, 0.38%, 2/17/2011	$	8,750,000		8,723,217
Federal Home Loan Bank Discount Notes¹⁰, 0.35%, 10/8/2010		3,000,000		2,996,973
Freddie Mac Discount Notes¹⁰, 0.38%, 1/10/2011		10,000,000		9,976,900

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $44,973,588)				44,979,125

TOTAL INVESTMENTS - - 98.66%
(Identified Cost $566,928,063)				594,255,003
OTHER ASSETS, LESS LIABILITIES - 1.34%				8,074,812

NET ASSETS - 100%			$	602,329,815


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2010:
Settlement Date	Contracts to Deliver	In Exchange For	Contracts At Value	Unrealized Appreciation
5/26/2010	EUR380,000	$515,451	$506,001	$9,450

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt


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

Investment Portfolio - April 30, 2010 (unaudited)

*	Non-income producing security

**	Less than 0.01%

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

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

³	PNC Global Investment Servicing (U.S.) Inc. serves as sub-accountant and sub-transfer agent to the Series.

⁴

Restricted 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. These securities amount to $9,948,579, or 1.65%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁵	The coupon rate is floating and is the stated rate as of April 30, 2010.

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

⁷	Security has been valued at fair value.

⁸

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be illiquid. This security amounts to $124,955, or 0.02%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁹	Rate shown is the current yield as of April 30, 2010.

¹⁰	Rate shown reflects the annualized yield at time of purchase.


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

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

April 30, 2010


ASSETS:

Investments, at value (identified cost $566,928,063) (Note 2)	$	594,255,003
Interest receivable		4,796,887
Receivable for fund shares sold		3,586,318
Receivable for securities sold		1,081,337
Dividends receivable		100,148
Foreign tax reclaims receivable		50,492
Unrealized appreciation on foreign forward currency contracts (Note 2)		9,450
Prepaid and other expenses		10,970


TOTAL ASSETS		603,890,605


LIABILITIES:

Accrued management fees (Note 3)		284,686
Accrued shareholder services fees (Class S) (Note 3)		76,993
Accrued transfer agent fees (Note 3)		3,759
Accrued distribution and service (Rule 12b-1) fees (Class C) (Note 3)		2,980
Accrued Chief Compliance Officer service fees (Note 3)		667
Accrued directors’ fees (Note 3)		130
Payable for securities purchased		1,051,961
Payable for fund shares repurchased		139,614


TOTAL LIABILITIES		1,560,790


TOTAL NET ASSETS	$	602,329,815


NET ASSETS CONSIST OF:

Capital stock	$	490,774
Additional paid-in-capital		563,628,255
Undistributed net investment income		4,242,361
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		6,632,493
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		27,335,932

TOTAL NET ASSETS	$	602,329,815


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($489,377,561/38,347,728 shares)	$	12.76


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($108,224,341/10,270,489 shares)	$	10.54


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($4,727,913/459,162 shares)	$	10.30


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

Statement of Operations - Pro-Blend^® Conservative Term Series (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Interest	$	6,920,288
Dividends (net of foreign taxes withheld, $28,517)		997,710


Total Investment Income		7,917,998


EXPENSES:

Management fees (Note 3)		1,498,042
Shareholder services fees (Class S) (Note 3)		397,287
Fund accounting and administration fees (Note 3)		56,219
Transfer agent fees (Note 3)		27,691
Directors’ fees (Note 3)		6,373
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		5,612
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		18,059
Miscellaneous		61,744

Total Expenses		2,072,727
Less reduction of expenses (Note 3)		(772	)

Net Expenses		2,071,955

NET INVESTMENT INCOME		5,846,043


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

Net realized gain (loss) on- Investments		8,915,231
Foreign currency and translation of other assets and liabilities		(6,470	)

		8,908,761


Net change in unrealized appreciation on- Investments		12,751,237
Foreign currency and translation of other assets and liabilities		7,128


		12,758,365


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		21,667,126


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	27,513,169


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

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


	For the Six Months Ended 4/30/10 (unaudited)				For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,846,043		��	$	4,685,975
Net realized gain (loss) on investments and foreign currency		8,908,761				244,460
Net change in unrealized appreciation on investments and foreign currency		12,758,365				22,248,877


Net increase from operations		27,513,169				27,179,312


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(3,631,922	)			(2,955,314	)
From net investment income (Class I)		(1,344,321	)			(235,623	)


Total distributions to shareholders		(4,976,243	)			(3,190,937	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		155,712,466				260,840,800


Net increase in net assets		178,249,392				284,829,175

NET ASSETS:

Beginning of period		424,080,423				139,251,248


End of period (including undistributed net investment income of $4,242,361 and $3,372,561, respectively)	$	602,329,815			$	424,080,423


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

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


	For the Six Months Ended 4/30/10	For the Years Ended
	(unaudited)	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$12.21	$11.13	$12.74	$12.35	$11.90	$11.54


Income (loss) from investment operations:
Net investment income	0.14¹	0.23¹	0.24	0.30	0.28	0.17
Net realized and unrealized gain (loss) on investments	0.53	1.07	(1.15)	0.65	0.69	0.46

Total from investment operations	0.67	1.30	(0.91)	0.95	0.97	0.63

Less distributions to shareholders:
From net investment income	(0.12)	(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	(0.12)	(0.22)	(0.70)	(0.56)	(0.52)	(0.27)

Net asset value - End of period	$12.76	$12.21	$11.13	$12.74	$12.35	$11.90

Net assets - End of period
(000’s omitted)	$489,378	$328,201	$139,174	$110,567	$71,790	$45,899

Total return²	5.56%	11.83%	(7.52%)	7.95%	8.49%	5.49%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	0.87%³	0.90%	0.92%	0.99%	1.00%	1.00%
Net investment income	2.30%³	1.97%	2.33%	2.73%	2.65%	1.81%
Series portfolio turnover	9%	47%	45%	49%	48%	60%

*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^3,4	0.03%	0.05%	N/A	0.07%	0.21%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.


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

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


	For the Six Month Ended 4/30/10 (unaudited)	For the Year Ended 10/31/09		For the Period 3/28/08 ¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.11	$9.27		$10.00


Income (loss) from investment operations:
Net investment income	0.13²	0.21	²	0.06
Net realized and unrealized gain (loss) on investments	0.44	0.87		(0.74)

Total from investment operations	0.57	1.08		(0.68)

Less distributions to shareholders:
From net investment income	(0.14)	(0.24)		(0.05)

Net asset value - End of period	$10.54	$10.11		$9.27

Net assets - End of period (000’s omitted)	$108,224	$95,879		$77

Total return³	5.69%	11.94%		(6.81%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.67%⁴	0.70%		0.70%⁴
Net investment income	2.50%⁴	2.17%		1.81%⁴
Series portfolio turnover	9%	47%		45%

*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^4,5	0.03%		0.15%	⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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 the periods. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.


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

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


		For the Period 1/4/10¹to 4/30/10 *(unaudited)*
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$10.00

Income from investment operations:
Net investment income		0.05²
Net realized and unrealized gain on investments		0.25

Total from investment operations		0.30

Net asset value - End of period		$10.30

Net assets - End of period (000’s omitted)		$4,728

Total return³		3.00%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.67%⁴
Net investment income		1.45%⁴
Series portfolio turnover		9%

*The investment advisor did not impose all or a portion of its management fees and other fees during the period and paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
		0.01%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.		34

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09*	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10**	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,082.60	$5.47	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,083.90	$4.19	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,035.00	$5.89	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,010.11	$5.81	1.82%

*Class C inception date was January 4, 2010.


35

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

As of April 30, 2010

LOGO


Sector Allocation⁴
Financials		13.56%
Information Technology		12.74%
Health Care		10.45%
Consumer Discretionary		7.69%
Industrials		6.76%
Energy		5.52%
Consumer Staples		5.28%
Materials		2.33%
Telecommunication Services		0.97%
Utilities		0.53%
⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.


Top Ten Stock Holdings⁵
The Walt Disney Co.		1.83%
Google, Inc. - Class A		1.79%
Cisco Systems, Inc.		1.67%
Microsoft Corp.		1.16%
Southwest Airlines Co.		1.15%
Becton, Dickinson and Co.		1.09%
Johnson & Johnson		1.08%
Autodesk, Inc.		1.08%
Monsanto Co.		1.00%
Nestle S.A. (Switzerland)		0.96%
⁵As a percentage of total investments.


				36

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS - 43.24%

Consumer Discretionary - 5.26%
Auto Components - 0.03%
Hankook Tire Co. Ltd. (South Korea)	11,060	$	248,971

Automobiles - 0.05%
Bayerische Motoren Werke AG (BMW) (Germany)	5,960		294,643
Suzuki Motor Corp. (Japan)	3,900		82,580

			377,223

Distributors - 0.02%
Inchcape plc (United Kingdom)*	284,460		149,722

Hotels, Restaurants & Leisure - 1.40%
Carnival Corp.	160,495		6,692,641
Choice Hotels International, Inc.	9,860		358,017
Club Mediterranee S.A. (France)*	2,590		43,571
Hyatt Hotels Corp. - Class A*	3,270		134,626
International Game Technology	195,460		4,120,297
Wendy’s - Arby’s Group, Inc. - Class A	20,000		106,200

			11,455,352

Household Durables - 0.11%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	55,360		175,312
LG Electronics, Inc. (South Korea)	2,100		231,154
NVR, Inc.*	290		208,235
Rodobens Negocios Imobiliarios S.A. (Brazil)	43,460		312,277

			926,978

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)	1,600		74,179

Media - 2.01%
Grupo Televisa S.A. - ADR (Mexico)	15,190		315,648
Mediacom Communications Corp. - Class A*	23,720		157,026
Reed Elsevier plc (United Kingdom)	23,260		183,106
Reed Elsevier plc - ADR (United Kingdom)	4,124		130,319
Societe Television Francaise 1 (France)	32,100		598,568
The Walt Disney Co.	402,120		14,814,101
Wolters Kluwer N.V. (Netherlands)	7,345		150,800

			16,349,568

Multiline Retail - 0.06%
Marks & Spencer Group plc (United Kingdom)	32,000		179,445
Nordstrom, Inc.	2,580		106,632
PPR (France)	1,625		219,498

			505,575


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 1.53%
Dick’s Sporting Goods, Inc.*	15,070	$	438,688
The Finish Line, Inc. - Class A	9,450		152,240
The Home Depot, Inc.	68,530		2,415,682
KOMERI Co. Ltd. (Japan)	4,300		109,268
Lowe’s Companies, Inc.	135,860		3,684,523
Lumber Liquidators Holdings, Inc.*	7,410		225,709
The Sherwin-Williams Co.	69,550		5,429,768

			12,455,878

Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)	3,270		192,266
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	1,210		139,904

			332,170

Total Consumer Discretionary			42,875,616

Consumer Staples - 4.40%
Beverages - 0.09%
Diageo plc (United Kingdom)	11,520		196,533
Heineken N.V. (Netherlands)	6,260		293,221
Kirin Holdings Co. Ltd. (Japan)	15,200		218,287

			708,041

Food & Staples Retailing - 1.37%
BJ’s Wholesale Club, Inc.*	7,170		274,468
Carrefour S.A. (France)	20,680		1,014,368
Casino Guichard-Perrachon S.A. (France)	2,420		214,915
The Kroger Co.	194,260		4,318,400
Safeway, Inc.	194,190		4,582,884
SUPERVALU, Inc.	8,350		124,415
Tesco plc (United Kingdom)	101,525		675,958

			11,205,408

Food Products - 2.88%
Danone S.A. (France)	7,020		414,811
Dean Foods Co.*	235,770		3,701,589
Flowers Foods, Inc.	9,020		237,767
General Mills, Inc.	37,100		2,640,778
Kellogg Co.	48,700		2,675,578
Nestle S.A. (Switzerland)	158,620		7,789,869
Suedzucker AG (Germany)	5,520		111,971
Unilever plc - ADR (United Kingdom)	194,864		5,865,406

			23,437,769


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.04%
Kao Corp. (Japan)	3,300	$	80,801
Reckitt Benckiser Group plc (United Kingdom)	5,530		287,935

			368,736

Personal Products - 0.02%
Alberto-Culver Co.	5,410		155,808

Total Consumer Staples			35,875,762

Energy - 3.77%
Energy Equipment & Services - 2.72%
Baker Hughes, Inc.	140,985		7,015,414
Calfrac Well Services Ltd. (Canada)	18,400		391,439
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	14,660		442,790
Dril-Quip, Inc.*	3,960		229,403
Schlumberger Ltd.	90,660		6,474,937
Trican Well Service Ltd. (Canada)	33,750		428,603
Weatherford International Ltd. (Switzerland)*	398,540		7,217,560

			22,200,146

Oil, Gas & Consumable Fuels - 1.05%
BP plc (United Kingdom)	18,090		159,291
Cameco Corp. (Canada)	4,460		109,761
Forest Oil Corp.*	3,540		103,722
Hess Corp.	103,670		6,588,229
Mariner Energy, Inc.*	5,381		128,498
Royal Dutch Shell plc - Class B (Netherlands)	6,202		187,416
Royal Dutch Shell plc - Class B - ADR (Netherlands)	6,190		375,609
Talisman Energy, Inc. (Canada)	21,070		358,634
Total S.A. (France)	3,960		216,016
Uranium One, Inc. (Canada)*	115,980		293,432

			8,520,608

Total Energy			30,720,754

Financials - 4.18%
Capital Markets - 1.06%
The Bank of New York Mellon Corp.¹	214,350		6,672,716
Credit Suisse Group AG - ADR (Switzerland)	2,140		97,798
Daiwa Securities Group, Inc. (Japan)	7,000		36,515
Federated Investors, Inc. - Class B	22,900		552,348
GAM Holding Ltd. (Switzerland)*	27,690		346,591
The Goldman Sachs Group, Inc.	1,740		252,648
Legg Mason, Inc.	10,970		347,639
Northern Trust Corp.	4,850		266,653


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
State Street Corp.	2,340	$	101,790

			8,674,698

Commercial Banks - 0.31%
Barclays plc - ADR (United Kingdom)	4,940		100,875
BNP Paribas (France)	1,740		120,771
The Chugoku Bank Ltd. (Japan)	8,800		113,168
Credit Agricole S.A. (France)	4,505		64,900
First Commonwealth Financial Corp.	90,920		595,526
The Hachijuni Bank Ltd. (Japan)	16,800		94,610
HSBC Holdings plc (United Kingdom)	14,000		143,091
HSBC Holdings plc - ADR (United Kingdom)	6,362		323,762
ICICI Bank Ltd. - ADR (India)	3,990		169,655
Mitsubishi UFJ Financial Group, Inc. (Japan)	11,200		58,900
Societe Generale - ADR (France)²	8,880		93,861
The Sumitomo Trust & Banking Co. Ltd. (Japan)	16,800		101,943
U.S. Bancorp	8,360		223,797
Wilmington Trust Corp.	18,820		326,151

			2,531,010

Consumer Finance - 0.92%
American Express Co.	161,020		7,426,243
Discover Financial Services	6,770		104,664

			7,530,907

Diversified Financial Services - 0.25%
Bank of America Corp.	5,910		105,375
Deutsche Boerse AG (Germany)	7,420		578,339
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	5,145		255,551
ING Groep N.V. (Netherlands)*	4,775		42,845
JPMorgan Chase & Co.	11,140		474,341
Moody’s Corp.	23,060		570,043

			2,026,494

Insurance - 0.51%
Allianz SE (Germany)	7,970		918,122
The Allstate Corp.	9,280		303,178
Amil Participacoes S.A. (Brazil)	34,230		280,614
AXA S.A. (France)	3,530		70,970
Brown & Brown, Inc.	17,580		354,061
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	2,765		390,971
Principal Financial Group, Inc.	3,770		110,159
The Progressive Corp.	29,010		582,811
Willis Group Holdings plc (United Kingdom)	18,215		627,507


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
Zurich Financial Services AG (Switzerland)	2,280	$	508,903

			4,147,296

Real Estate Investment Trusts (REITS) - 0.94%
Acadia Realty Trust	6,390		121,921
Alexandria Real Estate Equities, Inc.	1,510		106,923
Alstria Office REIT AG (Germany)	22,190		251,132
American Campus Communities, Inc.	11,670		328,744
Apartment Investment & Management Co. - Class A	14,110		316,205
AvalonBay Communities, Inc.	2,370		246,575
BioMed Realty Trust, Inc.	22,070		408,516
Boston Properties, Inc.	3,170		249,986
Camden Property Trust	4,650		225,200
Corporate Office Properties Trust	20,910		845,809
DiamondRock Hospitality Co.*	8,050		88,469
Digital Realty Trust, Inc.	4,350		255,345
Douglas Emmett, Inc.	11,240		188,158
DuPont Fabros Technology, Inc.	10,840		240,323
Equity Lifestyle Properties, Inc.	3,650		202,612
Equity One, Inc.	6,860		133,153
Equity Residential	2,970		134,452
HCP, Inc.	11,160		358,459
Health Care REIT, Inc.	4,210		189,155
Healthcare Realty Trust, Inc.	9,030		217,984
Home Properties, Inc.	6,980		346,836
Host Hotels & Resorts, Inc.	18,394		299,086
LaSalle Hotel Properties	5,520		145,452
Lexington Realty Trust	12,000		84,960
Mack-Cali Realty Corp.	2,970		102,049
National Health Investors, Inc.	1,950		79,209
National Retail Properties, Inc.	8,750		205,888
Omega Healthcare Investors, Inc.	6,050		121,121
Pebblebrook Hotel Trust*	7,590		149,523
Realty Income Corp.	6,860		224,939
Simon Property Group, Inc.	3,238		288,247
Tanger Factory Outlet Centers	4,670		194,272
UDR, Inc.	11,910		241,892
Westfield Group (Australia)	8,410		100,540

			7,693,135

Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*	4,030		69,800


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Thrifts & Mortgage Finance - 0.18%
Aareal Bank AG (Germany)*	7,450	$	163,867
First Niagara Financial Group, Inc.	42,410		589,499
NewAlliance Bancshares, Inc.	27,070		352,722
People’s United Financial, Inc.	20,770		322,558

			1,428,646

Total Financials			34,101,986

Health Care - 9.33%
Biotechnology - 1.09%
Amgen, Inc.*	12,180		698,645
Basilea Pharmaceutica AG (Switzerland)*	4,810		354,219
Celera Corp.*	161,950		1,209,766
CSL Ltd. (Australia)	7,080		212,191
Genzyme Corp.*	109,690		5,839,896
Grifols S.A. (Spain)	9,000		114,438
Sinovac Biotech Ltd. (China)*	76,590		443,456

			8,872,611

Health Care Equipment & Supplies - 3.50%
Ansell, Ltd. (Australia)	88,150		1,046,482
Becton, Dickinson and Co.	115,880		8,849,756
Boston Scientific Corp.*	854,440		5,878,547
Cochlear Ltd. (Australia)	14,650		1,004,473
Covidien plc (Ireland)	21,040		1,009,710
DENTSPLY International, Inc.	25,190		922,962
DexCom, Inc.*	47,900		524,505
Gen-Probe, Inc.*	20,100		952,539
Hologic, Inc.*	25,120		448,894
Inverness Medical Innovations, Inc.*	37,580		1,494,932
Mindray Medical International Ltd. - ADR (China)	18,620		711,284
Nobel Biocare Holding AG (Switzerland)	26,740		592,869
OraSure Technologies, Inc.*	116,460		738,356
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	142,000		666,641
Sirona Dental Systems, Inc.*	18,570		774,183
Straumann Holding AG (Switzerland)	4,070		1,009,794
Teleflex, Inc.	10,660		653,671
Zoll Medical Corp.*	40,970		1,251,634

			28,531,232

Health Care Providers & Services - 1.34%
Aetna, Inc.	11,340		335,097
AMN Healthcare Services, Inc.*	54,210		495,479
Bio-Reference Laboratories, Inc.*	22,700		531,180


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	108,540	$	100,640
CIGNA Corp.	10,920		350,095
Diagnosticos da America S.A. (Brazil)*	123,740		1,069,222
OdontoPrev S.A. (Brazil)	8,830		289,804
Quest Diagnostics, Inc.	76,210		4,356,163
Sonic Healthcare Ltd. (Australia)	123,500		1,576,989
UnitedHealth Group, Inc.	11,300		342,503
VCA Antech, Inc.*	39,230		1,116,486
WellPoint, Inc.*	6,120		329,256

			10,892,914

Health Care Technology - 0.69%
Allscripts - Misys Healthcare Solutions, Inc.*	22,580		455,439
Cerner Corp.*	42,149		3,578,871
Eclipsys Corp.*	76,363		1,579,187

			5,613,497

Life Sciences Tools & Services - 1.38%
Caliper Life Sciences, Inc.*	214,397		859,732
ICON plc - ADR (Ireland)*	23,180		676,161
PerkinElmer, Inc.	123,079		3,083,129
Thermo Fisher Scientific, Inc.*	119,980		6,632,494

			11,251,516

Pharmaceuticals - 1.33%
AstraZeneca plc (United Kingdom)	1,890		83,544
AstraZeneca plc - ADR (United Kingdom)	2,870		126,940
Bayer AG (Germany)	7,575		484,872
GlaxoSmithKline plc (United Kingdom)	12,270		227,351
Johnson & Johnson	136,680		8,788,524
Sanofi - Aventis S.A. (France)	1,630		112,116
Shire plc (Ireland)	13,665		301,706
Takeda Pharmaceutical Co. Ltd. (Japan)	2,400		103,476
UCB S.A. (Belgium)	15,790		612,839

			10,841,368

Total Health Care			76,003,138

Industrials - 2.87%
Aerospace & Defense - 0.05%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	15,100		363,608
Hexcel Corp.*	3,500		56,700

			420,308


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 0.94%
TNT N.V. (Netherlands)	18,999	$	583,837
United Parcel Service, Inc. - Class B	101,750		7,034,995

			7,618,832

Airlines - 1.29%
AirTran Holdings, Inc.*	61,530		324,878
Copa Holdings S.A. - Class A (Panama)	2,750		155,870
Deutsche Lufthansa AG (Germany)*	14,475		241,873
Ryanair Holdings plc - ADR (Ireland)*	13,340		375,654
Singapore Airlines Ltd. (Singapore)	12,220		135,550
Southwest Airlines Co.	704,880		9,290,319

			10,524,144

Commercial Services & Supplies - 0.09%
Tomra Systems ASA (Norway)	151,170		730,352

Electrical Equipment - 0.14%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	21,900		419,604
Alstom S.A. (France)	2,380		140,951
Gamesa Corporacion Tecnologica S.A. (Spain)	10,820		133,993
Nexans S.A. (France)	2,330		184,989
Schneider Electric S.A. (France)	1,880		215,094
Yingli Green Energy Holding Co. Ltd. - ADR (China)*	5,870		74,138

			1,168,769

Industrial Conglomerates - 0.15%
Siemens AG (Germany)	12,090		1,196,669

Machinery - 0.08%
FANUC Ltd. (Japan)	1,300		154,586
Lindsay Corp.	2,990		113,710
SmartHeat, Inc. (China)*	6,120		51,347
Titan International, Inc.	9,810		121,742
Wabtec Corp.	4,720		224,577

			665,962

Professional Services - 0.05%
Adecco S.A. (Switzerland)	2,720		160,498
Equifax, Inc.	6,930		232,848

			393,346

Road & Rail - 0.08%
All America Latina Logistica S.A. (Brazil)	49,200		440,132
Kansas City Southern*	2,260		91,643


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail (continued)
RailAmerica, Inc.*	9,750	$	125,678

			657,453

Total Industrials			23,375,835

Information Technology - 11.89%
Communications Equipment - 2.81%
Alcatel-Lucent - ADR (France)*	146,390		464,056
Blue Coat Systems, Inc.*	27,000		878,310
Cisco Systems, Inc.*	502,254		13,520,678
Infinera Corp.*	75,550		691,282
Juniper Networks, Inc.*	130,097		3,696,056
QUALCOMM, Inc.	78,840		3,054,262
Riverbed Technology, Inc.*	18,370		569,286

			22,873,930

Computers & Peripherals - 0.76%
Compellent Technologies, Inc.*	31,840		400,229
EMC Corp.*	303,550		5,770,485

			6,170,714

Electronic Equipment, Instruments & Components - 0.13%
Cogent, Inc.*	53,790		556,727
Keyence Corp. (Japan)	521		124,738
LoJack Corp.*	86,205		360,337

			1,041,802

Internet Software & Services - 1.89%
comScore, Inc.*	24,250		440,137
Google, Inc. - Class A*	27,606		14,505,297
NetEase.com, Inc. - ADR (China)*	3,530		123,091
Vocus, Inc.*	20,760		353,958

			15,422,483

IT Services - 2.07%
Accenture plc - Class A (Ireland)	13,340		582,158
Amdocs Ltd. (Guernsey)*	37,300		1,191,362
Automatic Data Processing, Inc.	144,278		6,255,894
Cap Gemini S.A. (France)	11,320		575,073
Cielo S.A. (Brazil)	65,080		628,617
Paychex, Inc.	13,320		407,592
Redecard S.A. (Brazil)	37,150		616,798
The Western Union Co.	362,450		6,614,712

			16,872,206


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Semiconductors & Semiconductor Equipment - 0.28%
Advantest Corp. (Japan)	31,100	$	811,477
Hynix Semiconductor, Inc. (South Korea)*	5,670		145,286
KLA-Tencor Corp.	8,440		287,467
Sumco Corp. (Japan)*	10,000		223,027
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	17,546		185,812
Tokyo Electron Ltd. (Japan)	9,860		651,840

			2,304,909

Software - 3.95%
Autodesk, Inc.*	258,050		8,776,280
Electronic Arts, Inc.*	270,090		5,231,643
Microsoft Corp.	307,690		9,396,853
Misys plc (United Kingdom)*	59,170		211,939
Net 1 UEPS Technologies, Inc. (South Africa)*	25,250		414,100
SAP AG (Germany)	5,410		260,934
SAP AG - ADR (Germany)	139,530		6,620,699
Shanda Interactive Entertainment Ltd. - ADR (China)*	11,070		501,914
Sonic Solutions, Inc.*	22,850		286,768
Square Enix Holdings Co. Ltd. (Japan)	8,800		186,052
UbiSoft Entertainment S.A. (France)*	23,960		307,116

			32,194,298

Total Information Technology			96,880,342

Materials - 1.07%
Chemicals - 1.06%
Arkema S.A. (France)	20		843
Calgon Carbon Corp.*	17,755		275,202
Johnson Matthey plc (United Kingdom)	6,570		175,215
Monsanto Co.	128,530		8,105,102
The Scotts Miracle-Gro Co. - Class A	2,470		119,671

			8,676,033

Paper & Forest Products - 0.01%
Norbord, Inc. (Canada)*	2,580		50,518

Total Materials			8,726,551

Telecommunication Services - 0.34%
Diversified Telecommunication Services - 0.06%
France Telecom S.A. (France)	10,940		239,539
Swisscom AG - ADR (Switzerland)²	7,515		253,406

			492,945

Wireless Telecommunication Services - 0.28%
American Tower Corp. - Class A*	9,700		395,857


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
Crown Castle International Corp.*	19,240	$	728,234
Hutchison Telecommunications International Ltd. (Hong Kong)*	176,520		49,336
SBA Communications Corp. - Class A*	19,900		703,863
SK Telecom Co. Ltd. - ADR (South Korea)	23,810		440,723

			2,318,013

Total Telecommunication Services			2,810,958

Utilities - 0.13%
Electric Utilities - 0.05%
E.ON AG (Germany)	11,440		422,835

Independent Power Producers & Energy Traders - 0.02%
Mirant Corp.*	6,460		75,324
RRI Energy, Inc.*	18,690		76,068

			151,392

Multi-Utilities - 0.04%
GDF Suez (France)	3,185		113,629
National Grid plc (United Kingdom)	18,220		175,350

			288,979

Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)	11,730		170,054

Total Utilities			1,033,260

TOTAL COMMON STOCKS (Identified Cost $316,677,941)			352,404,202


PREFERRED STOCKS - 0.30%

Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)	3,040		162,815

Financials - 0.28%
Commercial Banks - 0.12%
PNC Financial Services Group, Inc., Series K³	350,000		371,494
Wells Fargo & Co., Series K	610,000		643,550

			1,015,044

Diversified Financial Services - 0.16%
Bank of America Corp., Series K	650,000		654,336


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Shares/ Principal Amount	Value (Note 2)

PREFERRED STOCKS (continued)

Financials (continued)
Diversified Financial Services (continued)
JPMorgan Chase & Co., Series 1	580,000	$	609,145

			1,263,481

Total Financials			2,278,525

TOTAL PREFERRED STOCKS (Identified Cost $2,219,961)			2,441,340


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		2,667


CORPORATE BONDS - 21.91%

Convertible Corporate Bonds - 0.26%
Consumer Discretionary - 0.03%
Hotels, Restaurants & Leisure - 0.03%
Carnival Corp., 2.00%, 4/15/2021	$ 175,000		197,312

Energy - 0.07%
Energy Equipment & Services - 0.07%
Schlumberger Ltd., Series B, 2.125%, 6/1/2023	325,000		585,000

Health Care - 0.06%
Biotechnology - 0.05%
Amgen, Inc., 0.375%, 2/1/2013	400,000		402,500

Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013	90,000		95,288

Total Health Care			497,788

Industrials - 0.01%
Airlines - 0.01%
AirTran Holdings, Inc., 5.25%, 11/1/2016	85,000		94,988

Information Technology - 0.09%
Computers & Peripherals - 0.03%
EMC Corp., 1.75%, 12/1/2013	215,000		280,037

Semiconductors & Semiconductor Equipment - 0.06%
Advanced Micro Devices, Inc., 6.00%, 5/1/2015	465,000		448,144

Total Information Technology			728,181

Total Convertible Corporate Bonds (Identified Cost $1,959,107)			2,103,269


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds - 21.65%
Consumer Discretionary - 2.36%
Diversified Consumer Services - 0.06%
Affinion Group, Inc., 11.50%, 10/15/2015	$ 480,000	$	506,400

Hotels, Restaurants & Leisure - 0.66%
International Game Technology, 7.50%, 6/15/2019	1,715,000		1,996,879
McDonald’s Corp., 5.80%, 10/15/2017	325,000		367,810
McDonald’s Corp., 6.30%, 10/15/2037	445,000		498,518
Scientific Games Corp.⁴, 7.875%, 6/15/2016	250,000		252,812
Scientific Games International, Inc.⁴, 9.25%, 6/15/2019	650,000		700,375
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016	590,000		634,250
Wyndham Worldwide Corp., 9.875%, 5/1/2014	230,000		262,161
Wyndham Worldwide Corp., 6.00%, 12/1/2016	420,000		418,246
Yonkers Racing Corp.⁴, 11.375%, 7/15/2016	215,000		235,425

			5,366,476

Household Durables - 0.21%
Fortune Brands, Inc., 6.375%, 6/15/2014	465,000		513,132
Fortune Brands, Inc., 5.375%, 1/15/2016	1,100,000		1,158,435

			1,671,567

Media - 0.93%
Cablevision Systems Corp.⁴, 8.625%, 9/15/2017	545,000		574,975
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014	210,000		230,748
Comcast Corp., 6.50%, 11/15/2035	820,000		864,455
Comcast Corp., 6.95%, 8/15/2037	950,000		1,058,052
DIRECTV Holdings LLC⁴, 5.20%, 3/15/2020	1,125,000		1,134,342
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016	95,000		104,025
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015	110,000		120,175
Time Warner, Inc., 7.625%, 4/15/2031	730,000		848,288
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017	260,000		265,200
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017	140,000		191,995
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018	400,000		422,000
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019	115,000		120,462
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016	320,000		351,200
The Walt Disney Co., Series B, 7.00%, 3/1/2032	615,000		745,876
WMG Acquisition Corp.⁴, 9.50%, 6/15/2016	370,000		399,600
XM Satellite Radio, Inc.⁴, 11.25%, 6/15/2013	165,000		181,088

			7,612,481

Multiline Retail - 0.09%
Target Corp., 6.00%, 1/15/2018	615,000		703,966

Specialty Retail - 0.31%
The Home Depot, Inc., 5.40%, 3/1/2016	1,070,000		1,173,639
Lowe’s Companies, Inc., 6.10%, 9/15/2017	620,000		710,065


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017	$ 595,000	$	629,213

			2,512,917

Textiles, Apparel & Luxury Goods - 0.10%
Levi Strauss & Co., 8.625%, 4/1/2013	100,000		135,808
VF Corp., 5.95%, 11/1/2017	640,000		710,083

			845,891

Total Consumer Discretionary			19,219,698

Consumer Staples - 0.83%
Beverages - 0.38%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016	605,000		641,300
The Coca-Cola Co., 5.35%, 11/15/2017	330,000		367,592
Constellation Brands, Inc., 8.375%, 12/15/2014	610,000		654,225
PepsiCo, Inc., 5.00%, 6/1/2018	315,000		337,512
PepsiCo, Inc., 7.90%, 11/1/2018	870,000		1,097,417

			3,098,046

Food & Staples Retailing - 0.07%
Ingles Markets, Inc., 8.875%, 5/15/2017	215,000		227,363
The Kroger Co., 6.75%, 4/15/2012	315,000		343,838

			571,201

Food Products - 0.25%
General Mills, Inc., 5.65%, 2/15/2019	860,000		940,133
Kraft Foods, Inc., 6.125%, 2/1/2018	950,000		1,049,402

			1,989,535

Personal Products - 0.13%
Revlon Consumer Products Corp.⁴, 9.75%, 11/15/2015	1,035,000		1,063,463

Total Consumer Staples			6,722,245

Energy - 1.64%
Energy Equipment & Services - 0.71%
Baker Hughes, Inc., 7.50%, 11/15/2018	610,000		742,758
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017	665,000		671,650
Complete Production Services, Inc., 8.00%, 12/15/2016	430,000		439,675
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014	710,000		705,563
Key Energy Services, Inc., 8.375%, 12/1/2014	410,000		418,200
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017	465,000		474,300
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019	1,800,000		2,327,929

			5,780,075


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 0.93%
Alon Refining Krotz Springs, Inc., 13.50%, 10/15/2014	$ 175,000	$	171,500
Anadarko Petroleum Corp., 5.95%, 9/15/2016	720,000		799,246
Anadarko Petroleum Corp., 8.70%, 3/15/2019	425,000		534,333
Apache Corp., 6.90%, 9/15/2018	625,000		744,852
Aquilex Holdings LLC - Aquilex Finance Corp.⁴, 11.125%, 12/15/2016	190,000		206,150
Arch Coal, Inc.⁴, 8.75%, 8/1/2016	125,000		133,125
Arch Western Finance LLC, 6.75%, 7/1/2013	545,000		549,088
Chesapeake Energy Corp., 9.50%, 2/15/2015	160,000		175,400
Chesapeake Energy Corp., 6.875%, 1/15/2016	435,000		433,912
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015	230,000		234,600
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017	215,000		219,300
Crosstex Energy - Crosstex Energy Finance Corp.⁴, 8.875%, 2/15/2018	425,000		442,000
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 11.75%, 5/27/2014	105,000		116,550
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 10.00%, 1/15/2018	310,000		310,000
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018	460,000		466,900
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018	320,000		334,400
Plains Exploration & Production Co., 8.625%, 10/15/2019	460,000		486,450
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016	465,000		474,300
Tesoro Corp., 9.75%, 6/1/2019	655,000		704,125
Whiting Petroleum Corp., 7.00%, 2/1/2014	85,000		87,762

			7,623,993

Total Energy			13,404,068

Financials - 9.02%
Capital Markets - 1.61%
Goldman Sachs Capital I, 6.345%, 2/15/2034	740,000		662,213
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049	770,000		609,263
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012	8,228,000		8,588,444
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018	890,000		921,954
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018	1,250,000		1,346,202
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037	370,000		342,212
Morgan Stanley, 5.55%, 4/27/2017	687,000		690,306

			13,160,594

Commercial Banks - 2.34%
Household Finance Co., 6.375%, 11/27/2012	585,000		642,447


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
HSBC Finance Corp., 7.00%, 5/15/2012	$ 575,000	$	628,715
KeyBank National Association⁶, 3.20%, 6/15/2012	3,506,000		3,655,941
KeyBank National Association, 5.45%, 3/3/2016	1,090,000		1,110,140
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017	1,900,000		2,066,729
National City Corp., 6.875%, 5/15/2019	820,000		917,141
PNC Bank National Association³, 5.25%, 1/15/2017	545,000		564,418
PNC Funding Corp.^3,6, 2.30%, 6/22/2012	3,600,000		3,688,283
U.S. Bank National Association, 6.375%, 8/1/2011	315,000		334,809
U.S. Bank National Association, 6.30%, 2/4/2014	285,000		320,522
USB Capital XIII Trust, 6.625%, 12/15/2039	535,000		562,611
Wachovia Corp., 5.25%, 8/1/2014	920,000		976,016
Wells Fargo & Co.⁶, 3.00%, 12/9/2011	3,458,000		3,575,081

			19,042,853

Consumer Finance - 0.46%
American Express Co., 8.125%, 5/20/2019	2,165,000		2,651,672
American Express Co.⁵, 6.80%, 9/1/2066	670,000		659,950
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017	395,000		412,775

			3,724,397

Diversified Financial Services - 3.58%
Bank of America Corp.⁶, 3.125%, 6/15/2012	6,028,000		6,266,118
Bank of America Corp., 5.75%, 8/15/2016	980,000		1,005,548
Bank of America Corp., 7.625%, 6/1/2019	870,000		993,121
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012	11,088,000		11,206,531
Citigroup, Inc.⁶, 2.875%, 12/9/2011	3,506,000		3,616,649
Citigroup, Inc., 8.50%, 5/22/2019	1,050,000		1,239,554
JPMorgan Chase & Co.⁶, 3.125%, 12/1/2011	3,510,000		3,633,552
JPMorgan Chase & Co., 6.30%, 4/23/2019	1,130,000		1,254,048

			29,215,121

Insurance - 0.14%
American International Group, Inc., 4.25%, 5/15/2013	125,000		122,083
Fidelity National Financial, Inc., 6.60%, 5/15/2017	525,000		525,089
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038	475,000		489,250

			1,136,422

Real Estate Investment Trusts (REITS) - 0.89%
AvalonBay Communities, Inc., 6.10%, 3/15/2020	670,000		726,096
Boston Properties LP, 5.875%, 10/15/2019	1,030,000		1,092,270
Camden Property Trust, 5.70%, 5/15/2017	705,000		701,763
DuPont Fabros Technology LP⁴, 8.50%, 12/15/2017	790,000		819,625
Felcor Lodging LP, 10.00%, 10/1/2014	450,000		470,250


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
HCP, Inc., 6.70%, 1/30/2018	$ 1,010,000	$	1,055,371
Health Care REIT, Inc., 6.20%, 6/1/2016	510,000		547,960
Host Hotels & Resorts LP, 6.875%, 11/1/2014	325,000		330,281
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020	425,000		436,688
Simon Property Group LP, 10.35%, 4/1/2019	820,000		1,062,582

			7,242,886

Total Financials			73,522,273

Health Care - 1.01%
Biotechnology - 0.03%
Talecris Biotherapeutics Holdings Corp.⁴, 7.75%, 11/15/2016	210,000		212,100

Health Care Equipment & Supplies - 0.28%
Becton, Dickinson and Co., 6.00%, 5/15/2039	880,000		956,938
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011	165,000		173,250
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015	235,000		264,375
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016	560,000		551,600
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016	355,000		362,100

			2,308,263

Health Care Providers & Services - 0.19%
BioScrip, Inc.⁴, 10.25%, 10/1/2015	425,000		435,625
HCA, Inc.⁴, 7.875%, 2/15/2020	420,000		452,025
Health Management Associates, Inc., 6.125%, 4/15/2016	690,000		666,713

			1,554,363

Life Sciences Tools & Services - 0.06%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017	455,000		465,806

Pharmaceuticals - 0.45%
Abbott Laboratories, 5.125%, 4/1/2019	980,000		1,055,034
Johnson & Johnson, 5.95%, 8/15/2037	440,000		489,846
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019	1,140,000		1,225,142
Valeant Pharmaceuticals International⁴, 7.625%, 3/15/2020	470,000		478,225
Wyeth, 6.50%, 2/1/2034	365,000		417,256

			3,665,503

Total Health Care			8,206,035

Industrials - 3.84%
Aerospace & Defense - 0.22%
The Boeing Co., 6.00%, 3/15/2019	810,000		909,891
GeoEye, Inc.⁴, 9.625%, 10/1/2015	170,000		177,012


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Aerospace & Defense (continued)
Honeywell International, Inc., 5.30%, 3/1/2018	$	680,000	$	735,219

				1,822,122


Air Freight & Logistics - 0.18%
FedEx Corp., 8.00%, 1/15/2019		570,000		711,717
United Parcel Service, Inc., 6.20%, 1/15/2038		660,000		742,566

				1,454,283


Airlines - 0.38%
AirTran Airways, Inc.^7,8, 10.41%, 4/1/2017		307,979		297,970
Delta Air Lines, Inc.⁴, 9.50%, 9/15/2014		550,000		582,313
Southwest Airlines Co., 5.25%, 10/1/2014		1,030,000		1,075,571
Southwest Airlines Co., 5.75%, 12/15/2016		1,120,000		1,157,568

				3,113,422


Building Products - 0.08%
Building Materials Corp. of America⁴, 7.50%, 3/15/2020		215,000		214,463
Owens Corning, 9.00%, 6/15/2019		240,000		289,758
USG Corp.⁴, 9.75%, 8/1/2014		125,000		135,000

				639,221

Commercial Services & Supplies - 0.43%
ACCO Brands Corp.⁴, 10.625%, 3/15/2015		180,000		199,350
Clean Harbors, Inc., 7.625%, 8/15/2016		475,000		494,594
Corrections Corp. of America, 6.25%, 3/15/2013		165,000		167,475
Corrections Corp. of America, 7.75%, 6/1/2017		230,000		243,800
Garda World Security Corp. (Canada)⁴, 9.75%, 3/15/2017		430,000		445,587
Waste Management, Inc., 7.375%, 3/11/2019		1,665,000		1,976,335

				3,527,141


Industrial Conglomerates - 1.91%
General Electric Capital Corp.⁶, 3.00%, 12/9/2011		3,518,000		3,635,973
General Electric Capital Corp.⁶, 2.125%, 12/21/2012		8,000,000		8,140,480
General Electric Capital Corp., 5.625%, 5/1/2018		335,000		354,966
General Electric Capital Corp.⁵, 6.375%, 11/15/2067		690,000		660,675
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		970,000		1,057,856
General Electric Co., 5.25%, 12/6/2017		550,000		584,980
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,099,581

				15,534,511


Machinery - 0.28%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		595,000		700,056
Caterpillar Financial Services Corp., 7.15%, 2/15/2019		295,000		352,441


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery (continued)
John Deere Capital	$	120,000	$	132,307
John Deere Capital Corp., 5.75%, 9/10/2018		1,000,000		1,116,943

				2,301,747


Marine - 0.04%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017		140,000		146,300
United Maritime Group LLC - United Maritime Group Finance Corp.⁴, 11.75%, 6/15/2015		190,000		197,600

				343,900


Road & Rail - 0.32%
CSX Corp., 6.00%, 10/1/2036		1,190,000		1,218,635
RailAmerica, Inc., 9.25%, 7/1/2017		349,000		376,048
Union Pacific Corp., 5.65%, 5/1/2017		365,000		394,889
Union Pacific Corp., 7.875%, 1/15/2019		495,000		605,652

				2,595,224

Total Industrials				31,331,571

Information Technology - 0.69%
Communications Equipment - 0.32%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		530,000		388,225
Cisco Systems, Inc., 5.90%, 2/15/2039		960,000		1,006,496
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		445,000		458,350
Nokia Corp. (Finland), 5.375%, 5/15/2019		705,000		747,658

				2,600,729


Computers & Peripherals - 0.10%
International Business Machines Corp., 5.60%, 11/30/2039		797,000		828,815

Electronic Equipment, Instruments & Components - 0.12%
Corning, Inc., 6.20%, 3/15/2016		375,000		413,607
Corning, Inc., 6.625%, 5/15/2019		460,000		524,167

				937,774


Semiconductors & Semiconductor Equipment - 0.06%
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018		465,000		490,575

Software - 0.09%
Microsoft Corp., 5.20%, 6/1/2039		735,000		750,549

Total Information Technology				5,608,442


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials - 1.24%
Chemicals - 0.15%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018	$	910,000	$	1,025,198
Solutia, Inc., 7.875%, 3/15/2020		210,000		216,825

				1,242,023

Containers & Packaging - 0.16%
Ball Corp., 6.625%, 3/15/2018		165,000		167,888
BWAY Corp., 10.00%, 4/15/2014		600,000		657,000
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018		480,000		483,600

				1,308,488


Metals & Mining - 0.49%
Alcoa, Inc., 5.72%, 2/23/2019		2,166,000		2,137,857
Alcoa, Inc., 5.87%, 2/23/2022		210,000		201,863
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		850,000		984,651
Essar Steel Algoma, Inc. (Canada)⁴, 9.375%, 3/15/2015		235,000		240,875
Steel Dynamics, Inc., 7.75%, 4/15/2016		420,000		438,375

				4,003,621

Paper & Forest Products - 0.44%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016		295,000		323,025
Georgia-Pacific LLC⁴, 7.125%, 1/15/2017		250,000		263,750
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,260,330
International Paper Co., 7.50%, 8/15/2021		630,000		740,003

				3,587,108

Total Materials				10,141,240

Telecommunication Services - 0.62%
Diversified Telecommunication Services - 0.22%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		110,000		114,675
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		325,000		337,187
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015		630,000		652,050
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017		580,000		645,250

				1,749,162


Wireless Telecommunication Services - 0.40%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017		450,000		489,375
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		1,040,000		1,105,538
NII Capital Corp.⁴, 8.875%, 12/15/2019		585,000		620,100
SBA Telecommunications, Inc.⁴, 8.00%, 8/15/2016		440,000		464,200


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Tower Trust⁴, 5.101%, 4/15/2017	$	575,000	$	592,253

				3,271,466

Total Telecommunication Services				5,020,628

Utilities - 0.40%
Electric Utilities - 0.32%
Allegheny Energy Supply Co. LLC⁴, 5.75%, 10/15/2019		705,000		699,357
Exelon Generation Co. LLC, 5.35%, 1/15/2014		710,000		770,728
Exelon Generation Co. LLC, 5.20%, 10/1/2019		175,000		180,762
Southwestern Electric Power Co., 6.45%, 1/15/2019		850,000		946,046

				2,596,893


Independent Power Producers & Energy Traders - 0.08%
Mirant Americas Generation LLC, 9.125%, 5/1/2031		250,000		235,000
Mirant Mid Atlantic Pass Through Trust, Series C, 10.06%, 12/30/2028		194,859		211,909
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016		170,000		181,050

				627,959


Multi-Utilities - 0.00%**
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		50,000		57,350

Total Utilities				3,282,202

Total Non-Convertible Corporate Bonds
(Identified Cost $170,118,137)				176,458,402

TOTAL CORPORATE BONDS
(Identified Cost $172,077,244)				178,561,671


MUTUAL FUNDS - 0.81%

iShares Dow Jones US Real Estate Index Fund		3,390		179,501
iShares iBoxx High Yield Corporate Bond Fund		32,330		2,890,302
iShares iBoxx Investment Grade Corporate Bond Fund		32,710		3,510,110

TOTAL MUTUAL FUNDS
(Identified Cost $5,991,117)				6,579,913


U.S. TREASURY SECURITIES - 14.85%

U.S. Treasury Bonds - 3.37%
U.S. Treasury Bond, 6.875%, 8/15/2025	$	5,000,000		6,513,280
U.S. Treasury Bond, 5.50%, 8/15/2028		4,485,000		5,144,434
U.S. Treasury Bond, 5.25%, 2/15/2029		3,525,000		3,930,375
U.S. Treasury Bond, 5.375%, 2/15/2031		7,598,000		8,626,101


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

U.S. TREASURY SECURITIES (continued)

U.S. Treasury Bonds (continued)
U.S. Treasury Bond, 4.50%, 2/15/2036	$	3,250,000	$	3,267,264

Total U.S. Treasury Bonds
(Identified Cost $27,698,559)				27,481,454

U.S. Treasury Notes - 11.48%
U.S. Treasury Note, 1.75%, 8/15/2012		4,160,000		4,221,427
U.S. Treasury Note, 4.25%, 9/30/2012		3,500,000		3,758,125
U.S. Treasury Note, 1.50%, 12/31/2013		4,300,000		4,247,592
U.S. Treasury Note, 1.875%, 2/28/2014		1,800,000		1,796,062
U.S. Treasury Note, 2.25%, 5/31/2014		5,500,000		5,544,687
U.S. Treasury Note, 2.625%, 6/30/2014		3,890,000		3,973,876
U.S. Treasury Note, 2.625%, 7/31/2014		8,805,000		8,983,847
U.S. Treasury Note, 2.375%, 2/28/2015		32,070,000		32,090,204
U.S. Treasury Note, 2.50%, 3/31/2015		10,000,000		10,050,000
U.S. Treasury Note, 4.50%, 11/15/2015		8,825,000		9,715,778
U.S. Treasury Note, 4.00%, 8/15/2018		6,540,000		6,824,084
U.S. Treasury Note, 2.75%, 2/15/2019		2,500,000		2,355,272

Total U.S. Treasury Notes
(Identified Cost $93,001,068)				93,560,954

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $120,699,627)				121,042,408


ASSET-BACKED SECURITIES - 0.04%

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016 (Identified Cost $334,982)		335,000		354,563


FOREIGN GOVERNMENT BONDS - 0.12%

Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $1,268,547)		980,000		994,914


U.S. GOVERNMENT AGENCIES - 14.22%

Mortgage-Backed Securities - 0.80%
Fannie Mae, Pool #545883, 5.50%, 9/1/2017		69,969		75,213
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		180,090		189,345
Fannie Mae, Pool #911750, 4.50%, 12/1/2021		311,581		325,063
Fannie Mae, Pool #908642, 5.00%, 1/1/2022		15,902		16,853
Fannie Mae, Pool #912771, 5.00%, 3/1/2022		459,818		487,316
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		2,966,257		3,018,197
Fannie Mae, Pool #906666, 6.50%, 12/1/2036		371,730		402,827
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		1,035,534		1,102,920
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		60,947		65,733
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		328,198		351,563


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Moderate Term Series	Principal Amount/ Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023	$	346,511	$	361,125
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034		48,922		53,709
GNMA, Pool #286310, 9.00%, 2/15/2020		1,562		1,760
GNMA, Pool #288873, 9.50%, 8/15/2020		26		30
GNMA, Pool #550290, 6.50%, 8/15/2031		30,293		33,471

Total Mortgage-Backed Securities
(Identified Cost $6,048,306)				6,485,125

Other Agencies - 13.42%
Fannie Mae, 4.875%, 5/18/2012		8,980,000		9,650,492
Fannie Mae, 1.75%, 8/10/2012		1,700,000		1,716,461
Fannie Mae, 2.625%, 11/20/2014		3,500,000		3,528,990
Fannie Mae, 6.25%, 5/15/2029		4,368,000		5,113,299
Fannie Mae, 7.25%, 5/15/2030		3,994,000		5,195,259
Fannie Mae, 6.625%, 11/15/2030		4,195,000		5,137,566
Federal Farm Credit Bank, 5.125%, 8/25/2016		2,275,000		2,522,522
Federal Home Loan Bank, 1.625%, 11/21/2012		3,300,000		3,318,523
Federal Home Loan Bank, 1.50%, 1/16/2013		20,175,000		20,215,471
Freddie Mac, 1.375%, 1/9/2013		8,410,000		8,367,740
Freddie Mac, 3.00%, 7/28/2014		1,960,000		2,010,425
Freddie Mac, 2.875%, 2/9/2015		20,000,000		20,207,580
Freddie Mac, 3.75%, 3/27/2019		12,290,000		12,148,444
Freddie Mac, 6.75%, 3/15/2031		4,145,000		5,159,306
Freddie Mac, 6.25%, 7/15/2032		4,315,000		5,110,626

Total Other Agencies
(Identified Cost $108,733,945)				109,402,704

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $114,782,251)				115,887,829


SHORT-TERM INVESTMENTS - 3.94%

Dreyfus Cash Management, Inc. - Institutional Shares⁹, 0.09%,		30,076,425		30,076,425
U.S. Treasury Bill¹⁰, 0.10%, 7/1/2010	$	2,000,000		1,999,502

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $32,076,103)				32,075,927

TOTAL INVESTMENTS - 99.43%
(Identified Cost $766,132,859)				810,345,434
OTHER ASSETS, LESS LIABILITIES - 0.57%				4,644,833

NET ASSETS - 100%			$	814,990,267


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

Investment Portfolio - April 30, 2010 (unaudited)


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2010:
Settlement Date	Contracts to Deliver	In Exchange For	Contracts At Value	Unrealized Appreciation
5/26/2010	EUR980,000	$1,329,321	$1,304,949	$24,372

ADR - American Depository Receipt

EUR- Euro Currency

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

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

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

³ PNC Global Investment Servicing (U.S.) Inc. serves as sub-accountant and sub-transfer agent to the Series.

⁴ Restricted 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. These securities amounts to $24,216,353, or 2.97%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁵ The coupon rate is floating and is the stated rate as of April 30, 2010.

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

⁷ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has

been sold under rule 144A and has been determined to be illiquid. This security amounts to $297,970, or 0.04%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁸ Security has been valued at fair value.

⁹ Rate shown is the current yield as of April 30, 2010.

¹⁰ Rate shown reflects the annualized yield at time of purchase.


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

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

April 30, 2010


ASSETS:

Investments, at value (identified cost $766,132,859) (Note 2)	$	810,345,434
Interest receivable		4,783,134
Receivable for fund shares sold		2,103,545
Receivable for securities sold		1,074,012
Dividends receivable		262,475
Foreign tax reclaims receivable		118,641
Unrealized appreciation on foreign forward currency contracts (Note 2)		24,372
Prepaid and other expenses		12,201


TOTAL ASSETS		818,723,814


LIABILITIES:

Accrued management fees (Note 3)		494,459
Accrued shareholder services fees (Class S) (Note 3)		112,889
Accrued transfer agent fees (Note 3)		7,176
Accrued distribution and service (Rule 12b-1) fees (Class C) (Note 3)		6,768
Accrued fund accounting and administration fees (Note 3)		1,413
Accrued Chief Compliance Officer service fees (Note 3)		667
Payable for securities purchased		2,402,392
Payable for fund shares repurchased		707,783


TOTAL LIABILITIES		3,733,547


TOTAL NET ASSETS	$	814,990,267


NET ASSETS CONSIST OF:

Capital stock	$	698,315
Additional paid-in-capital		771,703,947
Undistributed net investment income		4,111,800
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(5,758,732	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		44,234,937


TOTAL NET ASSETS	$	814,990,267


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($559,620,291/44,861,863 shares)	$	12.47

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($244,674,155/23,935,845 shares)	$	10.22

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($10,695,821/1,033,832 shares)	$	10.35


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

Statement of Operations - Pro-Blend^® Moderate Term Series (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Interest	$	6,318,233
Dividends (net of foreign taxes withheld, $75,466)		2,285,031


Total Investment Income		8,603,264


EXPENSES:

Management fees (Note 3)		2,461,619
Shareholder services fees (Class S) (Note 3)		603,985
Fund accounting and administration fees (Note 3)		64,391
Transfer agent fees (Note 3)		33,895
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		11,920
Directors’ fees (Note 3)		6,373
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		21,930
Miscellaneous		74,091


Total Expenses		3,279,904
Less reduction of expenses (Note 3)		(758	)


Net Expenses		3,279,146


NET INVESTMENT INCOME		5,324,118


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

Net realized gain (loss) on-
Investments		16,129,467
Foreign currency and translation of other assets and liabilities		(12,391	)


		16,117,076

Net change in unrealized appreciation on-
Investments		27,738,738
Foreign currency and translation of other assets and liabilities		14,706


		27,753,444


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		43,870,520


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	49,194,638


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

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


	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,324,118		$	4,446,941
Net realized gain (loss) on investments and foreign currency		16,117,076			(13,731,805	)
Net change in unrealized appreciation on investments and foreign currency		27,753,444			50,979,855


Net increase from operations		49,194,638			41,694,991


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(3,674,958	)		(4,470,282	)
From net investment income (Class I)		(574,663	)		(85,830	)


Total distributions to shareholders		(4,249,621	)		(4,556,112	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		328,984,212			184,793,523


Net increase in net assets		373,929,229			221,932,402

NET ASSETS:

Beginning of period		441,061,038			219,128,636


End of period (including undistributed net investment income of $4,111,800 and $3,037,303, respectively)	$	814,990,267		$	441,061,038


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

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


	For the Six Months Ended 4/30/10		For the Years Ended
	(unaudited)	10/31/09	10/31/08	10/31/07	10/31/06	10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.61	$10.41	$14.18	$13.55	$12.75	$11.81

Income (loss) from investment operations:
Net investment income	0.09¹	0.16¹	0.23	0.24	0.20	0.11
Net realized and unrealized gain (loss) on investments	0.86	1.23	(2.75)	1.19	1.36	1.16

Total from investment operations	0.95	1.39	(2.52)	1.43	1.56	1.27

Less distributions to shareholders:
From net investment income	(0.09)	(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	(0.09)	(0.19)	(1.25)	(0.80)	(0.76)	(0.33)

Net asset value - End of period	$12.47	$11.61	$10.41	$14.18	$13.55	$12.75

Net assets - End of period (000’s omitted)	$559,620	$396,927	$218,807	$379,385	$297,096	$191,022

Total return²	8.26%	13.65%	(19.28%)	10.91%	12.88%	10.94%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.06%³	1.10%	1.10%	1.11%	1.16%	1.20%
Net investment income	1.56%³	1.49%	1.74%	1.86%	1.75%	1.09%
Series portfolio turnover	16%	58%	75%	78%	72%	77%
*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^3,4	0.02%	0.02%	N/A	N/A	0.01%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.


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

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


	For the Six Months Ended 4/30/10 (unaudited)	For the Year Ended 10/31/09	For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.54	$8.59	$10.00


Income (loss) from investment operations:
Net investment income	0.09²	0.15²	0.06
Net realized and unrealized gain (loss) on investments	0.70	1.02	(1.42)

Total from investment operations	0.79	1.17	(1.36)


Less distributions to shareholders:
From net investment income	(0.11)	(0.22)	(0.05)

Net asset value - End of period	$10.22	$9.54	$8.59

Net assets - End of period (000’s omitted)	$244,674	$44,134	$322

Total return³	8.39%	14.11%	(13.64%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.81%⁴	0.85%	0.85%⁴
Net investment income	1.81%⁴	1.67%	1.47%⁴
Series portfolio turnover	16%	58%	75%
*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^4,5	0.02%	0.10%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.


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

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


		For the Period 1/4/10¹to 4/30/10 *(unaudited)*
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$10.00

Income from investment operations:
Net investment income		0.03²
Net realized and unrealized gain on investments		0.32

Total from investment operations		0.35

Net asset value - End of period		$10.35

Net assets - End of period (000’s omitted)		$10,696

Total return³		3.50%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.82%⁴
Net investment income		0.90%⁴
Series portfolio turnover		16%
*The investment advisor did not impose all or a portion of its management fees and other fees during the period and paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
		0.00%^4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.


		The accompanying notes are an integral part of the financial statements.		66

Shareholder Expense Example - Pro-Blend^® Extended Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09*	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10**	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,107.90	$5.59	1.07%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.49	$5.36	1.07%
Class I
Actual	$1,000.00	$1,109.70	$4.29	0.82%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.73	$4.11	0.82%
Class C
Actual	$1,000.00	$1,042.00	$5.91	1.82%
Hypothetical
(5% return before expenses)	$1,000.00	$1,010.11	$5.81	1.82%

*Class C inception date was January 4, 2010.


67

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

As of April 30, 2010

LOGO


Sector Allocation⁴
Information Technology		15.78%
Health Care		12.94%
Financials		11.72%
Consumer Discretionary		9.15%
Consumer Staples		6.72%
Industrials		6.64%
Energy		6.38%
Materials		2.98%
Telecommunication Services		1.01%
Utilities		0.60%
⁴Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.


Top Ten Stock Holdings⁵
Google, Inc. - Class A		2.33%
The Walt Disney Co.		2.29%
Microsoft Corp.		1.51%
Southwest Airlines Co.		1.50%
Cisco Systems, Inc.		1.48%
Becton, Dickinson and Co.		1.45%
Johnson & Johnson		1.42%
Autodesk, Inc.		1.38%
Monsanto Co.		1.33%
Nestle S.A. (Switzerland)		1.29%
⁵As a percentage of total investments.


				68

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS - 55.25%

Consumer Discretionary - 6.72%
Auto Components - 0.04%
Hankook Tire Co. Ltd. (South Korea)	15,560	$	350,270

Automobiles - 0.05%
Bayerische Motoren Werke AG (BMW) (Germany)	6,410		316,890
Suzuki Motor Corp. (Japan)	2,500		52,935

			369,825

Distributors - 0.02%
Inchcape plc (United Kingdom)*	322,000		169,481

Hotels, Restaurants & Leisure - 1.80%
Carnival Corp.	210,105		8,761,378
Choice Hotels International, Inc.	9,670		351,118
Club Mediterranee S.A. (France)*	5,750		96,732
Hyatt Hotels Corp. - Class A*	2,610		107,454
International Game Technology	249,750		5,264,730
Wendy’s - Arby’s Group, Inc. - Class A	25,000		132,750

			14,714,162

Household Durables - 0.14%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	63,860		202,230
LG Electronics, Inc. (South Korea)	2,710		298,299
NVR, Inc.*	340		244,137
Rodobens Negocios Imobiliarios S.A. (Brazil)	55,370		397,855

			1,142,521

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)	1,400		64,907

Media - 2.50%
Grupo Televisa S.A. - ADR (Mexico)	17,800		369,884
Mediacom Communications Corp. - Class A*	26,740		177,019
Reed Elsevier plc (United Kingdom)	21,260		167,362
Reed Elsevier plc - ADR (United Kingdom)	7,379		233,176
Societe Television Francaise 1 (France)	37,900		706,721
The Walt Disney Co.	506,080		18,643,987
Wolters Kluwer N.V. (Netherlands)	9,795		201,101

			20,499,250

Multiline Retail - 0.07%
Marks & Spencer Group plc (United Kingdom)	40,000		224,306
Nordstrom, Inc.	3,210		132,669
PPR (France)	1,790		241,786

			598,761


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 2.04%
Dick’s Sporting Goods, Inc.*	16,440	$	478,568
The Finish Line, Inc. - Class A	12,670		204,114
The Home Depot, Inc.	109,940		3,875,385
KOMERI Co. Ltd. (Japan)	3,900		99,104
Lowe’s Companies, Inc.	175,240		4,752,509
Lumber Liquidators Holdings, Inc.*	8,770		267,134
The Sherwin-Williams Co.	89,900		7,018,493

			16,695,307

Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany)	3,760		221,076
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	1,575		182,107

			403,183

Total Consumer Discretionary			55,007,667

Consumer Staples - 5.75%
Beverages - 0.10%
Diageo plc (United Kingdom)	13,175		224,767
Heineken N.V. (Netherlands)	7,330		343,341
Kirin Holdings Co. Ltd. (Japan)	17,000		244,137

			812,245

Food & Staples Retailing - 1.76%
BJ’s Wholesale Club, Inc.*	9,010		344,903
Carrefour S.A. (France)	24,790		1,215,966
Casino Guichard-Perrachon S.A. (France)	2,670		237,117
The Kroger Co.	255,660		5,683,322
Safeway, Inc.	255,190		6,022,484
SUPERVALU, Inc.	8,570		127,693
Tesco plc (United Kingdom)	120,000		798,965

			14,430,450

Food Products - 3.81%
Danone S.A. (France)	8,530		504,036
Dean Foods Co.*	312,950		4,913,315
Flowers Foods, Inc.	10,470		275,989
General Mills, Inc.	49,580		3,529,104
Kellogg Co.	64,010		3,516,709
Nestle S.A. (Switzerland)	214,220		10,520,399
Suedzucker AG (Germany)	7,300		148,078
Unilever plc - ADR (United Kingdom)	258,075		7,768,058

			31,175,688


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 0.05%
Kao Corp. (Japan)	3,000	$	73,455
Reckitt Benckiser Group plc (United Kingdom)	6,105		317,875

			391,330

Personal Products - 0.03%
Alberto-Culver Co.	7,290		209,952

Total Consumer Staples			47,019,665

Energy - 4.82%
Energy Equipment & Services - 3.50%
Baker Hughes, Inc.	185,290		9,220,031
Calfrac Well Services Ltd. (Canada)	22,540		479,513
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	17,565		530,533
Dril-Quip, Inc.*	4,260		246,782
Schlumberger Ltd.	118,800		8,484,696
Trican Well Service Ltd. (Canada)	41,290		524,356
Weatherford International Ltd. (Switzerland)*	508,020		9,200,242

			28,686,153

Oil, Gas & Consumable Fuels - 1.32%
BP plc (United Kingdom)	20,885		183,903
Cameco Corp. (Canada)	5,710		140,523
Forest Oil Corp.*	4,110		120,423
Hess Corp.	134,750		8,563,362
Mariner Energy, Inc.*	6,409		153,047
Royal Dutch Shell plc - Class B (Netherlands)	7,169		216,637
Royal Dutch Shell plc - Class B - ADR (Netherlands)	6,830		414,444
Talisman Energy, Inc. (Canada)	24,520		417,357
Total S.A. (France)	4,390		239,473
Uranium One, Inc. (Canada)*	124,370		314,659

			10,763,828

Total Energy			39,449,981

Financials - 5.31%
Capital Markets - 1.38%
The Bank of New York Mellon Corp.¹	284,500		8,856,485
Credit Suisse Group AG - ADR (Switzerland)	3,190		145,783
Daiwa Securities Group, Inc. (Japan)	6,000		31,298
Federated Investors, Inc. - Class B	31,450		758,574
GAM Holding Ltd. (Switzerland)*	28,530		357,106
The Goldman Sachs Group, Inc.	2,310		335,412
Legg Mason, Inc.	13,630		431,935
Northern Trust Corp.	4,930		271,051


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
State Street Corp.	2,290	$	99,615

			11,287,259

Commercial Banks - 0.38%
Barclays plc - ADR (United Kingdom)	6,940		141,715
BNP Paribas (France)	2,320		161,028
The Chugoku Bank Ltd. (Japan)	10,000		128,600
Credit Agricole S.A. (France)	3,800		54,744
First Commonwealth Financial Corp.	110,670		724,888
The Hachijuni Bank Ltd. (Japan)	18,000		101,368
HSBC Holdings plc (United Kingdom)	17,000		173,753
HSBC Holdings plc - ADR (United Kingdom)	7,702		391,955
ICICI Bank Ltd. - ADR (India)	4,960		210,899
Mitsubishi UFJ Financial Group, Inc. (Japan)	12,000		63,107
Societe Generale - ADR (France)²	12,410		131,174
The Sumitomo Trust & Banking Co. Ltd. (Japan)	18,000		109,224
U.S. Bancorp	10,390		278,140
Wilmington Trust Corp.	22,890		396,684

			3,067,279

Consumer Finance - 1.22%
American Express Co.	213,090		9,827,711
Discover Financial Services	9,720		150,271

			9,977,982

Diversified Financial Services - 0.32%
Bank of America Corp.	11,390		203,084
Deutsche Boerse AG (Germany)	9,140		712,401
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	6,420		318,880
ING Groep N.V. (Netherlands)*	4,650		41,723
JPMorgan Chase & Co.	15,485		659,351
Moody’s Corp.	28,320		700,070

			2,635,509

Insurance - 0.65%
Allianz SE (Germany)	9,190		1,058,662
The Allstate Corp.	16,100		525,987
Amil Participacoes S.A. (Brazil)	40,950		335,704
AXA S.A. (France)	4,550		91,477
Brown & Brown, Inc.	21,570		434,420
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	3,495		494,194
Principal Financial Group, Inc.	5,770		168,599
The Progressive Corp.	41,500		833,735
Willis Group Holdings plc (United Kingdom)	21,475		739,814


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
Zurich Financial Services AG (Switzerland)	2,910	$	649,521

			5,332,113

Real Estate Investment Trusts (REITS) - 1.14%
Acadia Realty Trust	8,710		166,187
Alexandria Real Estate Equities, Inc.	1,750		123,918
Alstria Office REIT AG (Germany)	24,590		278,293
American Campus Communities, Inc.	11,320		318,884
Apartment Investment & Management Co. - Class A	14,030		314,412
AvalonBay Communities, Inc.	2,810		292,352
BioMed Realty Trust, Inc.	22,040		407,961
Boston Properties, Inc.	5,250		414,015
Camden Property Trust	5,380		260,553
Corporate Office Properties Trust	24,680		998,306
DiamondRock Hospitality Co.*	7,400		81,326
Digital Realty Trust, Inc.	4,280		251,236
Douglas Emmett, Inc.	25,620		428,879
DuPont Fabros Technology, Inc.	12,810		283,998
Equity Lifestyle Properties, Inc.	4,240		235,363
Equity One, Inc.	7,040		136,646
Equity Residential	2,770		125,398
HCP, Inc.	10,450		335,654
Health Care REIT, Inc.	4,350		195,446
Healthcare Realty Trust, Inc.	9,360		225,950
Home Properties, Inc.	7,950		395,036
Host Hotels & Resorts, Inc.	19,494		316,973
LaSalle Hotel Properties	11,380		299,863
Lexington Realty Trust	11,180		79,154
Mack-Cali Realty Corp.	3,020		103,767
Mid-America Apartment Communities, Inc.	5,493		303,598
National Health Investors, Inc.	1,960		79,615
National Retail Properties, Inc.	10,000		235,300
Omega Healthcare Investors, Inc.	12,490		250,050
Pebblebrook Hotel Trust*	8,210		161,737
Realty Income Corp.	13,800		452,502
Simon Property Group, Inc.	2,866		255,131
Tanger Factory Outlet Centers	4,170		173,472
UDR, Inc.	12,910		262,202
Westfield Group (Australia)	9,550		114,169

			9,357,346

Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*	5,210		90,237


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Thrifts & Mortgage Finance - 0.21%
Aareal Bank AG (Germany)*	8,265	$	181,793
First Niagara Financial Group, Inc.	52,140		724,746
NewAlliance Bancshares, Inc.	29,500		384,385
People’s United Financial, Inc.	25,820		400,985

			1,691,909

Total Financials			43,439,634

Health Care - 11.98%
Biotechnology - 1.38%
Amgen, Inc.*	14,070		807,055
Basilea Pharmaceutica AG (Switzerland)*	6,460		475,728
Celera Corp.*	187,760		1,402,567
CSL Ltd. (Australia)	7,650		229,274
Genzyme Corp.*	146,399		7,794,283
Grifols S.A. (Spain)	8,650		109,988
Sinovac Biotech Ltd. (China)*	86,800		502,572

			11,321,467

Health Care Equipment & Supplies - 4.54%
Ansell, Ltd. (Australia)	103,110		1,224,080
Becton, Dickinson and Co.	154,910		11,830,477
Boston Scientific Corp.*	1,139,970		7,842,994
Cochlear Ltd. (Australia)	16,840		1,154,630
Covidien plc (Ireland)	34,780		1,669,092
DENTSPLY International, Inc.	29,650		1,086,376
DexCom, Inc.*	66,455		727,682
Gen-Probe, Inc.*	24,410		1,156,790
Hologic, Inc.*	29,370		524,842
Insulet Corp.*	32,800		452,640
Inverness Medical Innovations, Inc.*	45,300		1,802,034
Mindray Medical International Ltd. - ADR (China)	22,250		849,950
Nobel Biocare Holding AG (Switzerland)	31,730		703,506
OraSure Technologies, Inc.*	154,150		977,311
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	170,000		798,091
Sirona Dental Systems, Inc.*	22,290		929,270
Straumann Holding AG (Switzerland)	4,855		1,204,558
Teleflex, Inc.	12,410		760,981
Zoll Medical Corp.*	48,940		1,495,117

			37,190,421

Health Care Providers & Services - 1.67%
Aetna, Inc.	14,010		413,996
AMN Healthcare Services, Inc.*	65,050		594,557


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Bio-Reference Laboratories, Inc.*	26,640	$	623,376
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	125,000		115,902
CIGNA Corp.	13,000		416,780
Diagnosticos da America S.A. (Brazil)*	148,020		1,279,022
OdontoPrev S.A. (Brazil)	12,020		394,501
Quest Diagnostics, Inc.	101,640		5,809,742
Sonic Healthcare Ltd. (Australia)	146,260		1,867,614
UnitedHealth Group, Inc.	13,270		402,214
VCA Antech, Inc.*	45,550		1,296,353
WellPoint, Inc.*	7,910		425,558

			13,639,615

Health Care Technology - 0.85%
Allscripts - Misys Healthcare Solutions, Inc.*	26,850		541,565
Cerner Corp.*	53,823		4,570,111
Eclipsys Corp.*	90,990		1,881,673

			6,993,349

Life Sciences Tools & Services - 1.83%
Caliper Life Sciences, Inc.*	258,184		1,035,318
ICON plc - ADR (Ireland)*	28,690		836,887
Lonza Group AG (Switzerland)	8,790		690,196
PerkinElmer, Inc.	162,045		4,059,227
Thermo Fisher Scientific, Inc.*	150,520		8,320,746

			14,942,374

Pharmaceuticals - 1.71%
AstraZeneca plc (United Kingdom)	1,450		64,095
AstraZeneca plc - ADR (United Kingdom)	3,795		167,853
Bayer AG (Germany)	9,185		587,927
GlaxoSmithKline plc (United Kingdom)	13,455		249,308
Johnson & Johnson	180,090		11,579,787
Sanofi - Aventis S.A. (France)	2,170		149,259
Shire plc (Ireland)	15,285		337,473
Takeda Pharmaceutical Co. Ltd. (Japan)	3,000		129,345
UCB S.A. (Belgium)	18,190		705,987

			13,971,034

Total Health Care			98,058,260

Industrials - 3.78%
Aerospace & Defense - 0.05%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	17,140		412,731


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 1.19%
TNT N.V. (Netherlands)	22,154	$	680,790
United Parcel Service, Inc. - Class B	131,525		9,093,639

			9,774,429

Airlines - 1.66%
AirTran Holdings, Inc.*	66,430		350,750
Copa Holdings S.A. - Class A (Panama)	3,420		193,846
Deutsche Lufthansa AG (Germany)*	16,205		270,781
Ryanair Holdings plc - ADR (Ireland)*	15,930		448,589
Singapore Airlines Ltd. (Singapore)	11,000		122,017
Southwest Airlines Co.	926,690		12,213,774

			13,599,757

Commercial Services & Supplies - 0.11%
Tomra Systems ASA (Norway)	183,370		885,920

Electrical Equipment - 0.17%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	25,630		491,071
Alstom S.A. (France)	3,070		181,815
Gamesa Corporacion Tecnologica S.A. (Spain)	10,800		133,745
Nexans S.A. (France)	2,900		230,244
Schneider Electric S.A. (France)	2,140		244,841
Yingli Green Energy Holding Co. Ltd. - ADR (China)*	7,270		91,820

			1,373,536

Industrial Conglomerates - 0.18%
Siemens AG (Germany)	14,630		1,448,079

Machinery - 0.18%
FANUC Ltd. (Japan)	7,000		832,384
Lindsay Corp.	3,690		140,331
SmartHeat, Inc. (China)*	8,230		69,050
Titan International, Inc.	11,060		137,254
Wabtec Corp.	5,710		271,682

			1,450,701

Professional Services - 0.05%
Adecco S.A. (Switzerland)	2,420		142,796
Equifax, Inc.	8,980		301,728

			444,524

Road & Rail - 0.16%
All America Latina Logistica S.A. (Brazil)	61,910		553,833
Canadian National Railway Co. (Canada)	2,600		155,454
Kansas City Southern*	4,620		187,341
Knight Transportation, Inc.	10,480		223,119


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail (continued)
RailAmerica, Inc.*	12,120	$	156,227

			1,275,974

Transportation Infrastructure - 0.03%
Malaysia Airports Holdings Berhad (Malaysia)	169,470		263,425

Total Industrials			30,929,076

Information Technology - 14.95%
Communications Equipment - 2.93%
Alcatel-Lucent - ADR (France)*	189,230		599,859
Blue Coat Systems, Inc.*	33,530		1,090,731
Cisco Systems, Inc.*	446,380		12,016,549
Infinera Corp.*	94,440		864,126
Juniper Networks, Inc.*	166,320		4,725,151
QUALCOMM, Inc.	103,050		3,992,157
Riverbed Technology, Inc.*	21,740		673,723

			23,962,296

Computers & Peripherals - 1.01%
Compellent Technologies, Inc.*	36,500		458,805
EMC Corp.*	409,690		7,788,207

			8,247,012

Electronic Equipment, Instruments & Components - 0.15%
Cogent, Inc.*	65,610		679,064
Keyence Corp. (Japan)	563		134,794
LoJack Corp.*	104,135		435,284

			1,249,142

Internet Software & Services - 2.47%
comScore, Inc.*	38,000		689,700
Google, Inc. - Class A*	36,050		18,942,112
NetEase.com, Inc. - ADR (China)*	4,390		153,079
Vocus, Inc.*	24,460		417,043

			20,201,934

IT Services - 2.68%
Accenture plc - Class A (Ireland)	15,610		681,220
Amdocs Ltd. (Guernsey)*	44,470		1,420,372
Automatic Data Processing, Inc.	191,604		8,307,950
Cap Gemini S.A. (France)	13,920		707,157
Cielo S.A. (Brazil)	76,090		734,964
Paychex, Inc.	13,885		424,881
Redecard S.A. (Brazil)	44,820		744,142


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
The Western Union Co.	490,750	$	8,956,188

			21,976,874

Semiconductors & Semiconductor Equipment - 0.34%
Advantest Corp. (Japan)	37,300		973,251
Hynix Semiconductor, Inc. (South Korea)*	7,010		179,622
KLA-Tencor Corp.	9,640		328,338
Sumco Corp. (Japan)*	12,000		267,632
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	21,672		229,506
Tokyo Electron Ltd. (Japan)	12,000		793,315

			2,771,664

Software - 5.37%
Autodesk, Inc.*	329,865		11,218,709
Electronic Arts, Inc.*	466,880		9,043,466
Microsoft Corp.	403,330		12,317,698
Misys plc (United Kingdom)*	55,900		200,226
Net 1 UEPS Technologies, Inc. (South Africa)*	31,000		508,400
SAP AG (Germany)	6,340		305,790
SAP AG - ADR (Germany)	185,050		8,780,622
Shanda Interactive Entertainment Ltd. - ADR (China)*	13,480		611,183
Sonic Solutions, Inc.*	29,330		368,091
Square Enix Holdings Co. Ltd. (Japan)	9,000		190,281
UbiSoft Entertainment S.A. (France)*	30,560		391,715

			43,936,181

Total Information Technology			122,345,103

Materials - 1.41%
Chemicals - 1.40%
Arkema S.A. (France)	67		2,823
Calgon Carbon Corp.*	22,965		355,957
Johnson Matthey plc (United Kingdom)	6,390		170,414
Monsanto Co.	171,380		10,807,223
The Scotts Miracle-Gro Co. - Class A	2,670		129,362

			11,465,779

Paper & Forest Products - 0.01%
Norbord, Inc. (Canada)*	4,854		95,044

Total Materials			11,560,823

Telecommunication Services - 0.38%
Diversified Telecommunication Services - 0.07%
France Telecom S.A. (France)	12,170		266,471


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Swisscom AG - ADR (Switzerland)²	8,280	$	279,202

			545,673

Wireless Telecommunication Services - 0.31%
American Tower Corp. - Class A*	10,780		439,932
Crown Castle International Corp.*	20,720		784,252
Hutchison Telecommunications International Ltd. (Hong Kong)*	105,000		29,346
SBA Communications Corp. - Class A*	22,550		797,593
SK Telecom Co. Ltd. - ADR (South Korea)	28,080		519,761

			2,570,884

Total Telecommunication Services			3,116,557

Utilities - 0.15%
Electric Utilities - 0.06%
E.ON AG (Germany)	12,820		473,841

Independent Power Producers & Energy Traders - 0.02%
Mirant Corp.*	6,150		71,709
RRI Energy, Inc.*	18,780		76,435

			148,144

Multi-Utilities - 0.04%
GDF Suez (France)	4,147		147,950
National Grid plc (United Kingdom)	22,535		216,878

			364,828

Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)	15,040		218,040

Total Utilities			1,204,853

TOTAL COMMON STOCKS
(Identified Cost $397,189,511)			452,131,619


PREFERRED STOCKS - 0.39%

Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)	3,800		203,519

Financials - 0.37%
Commercial Banks - 0.17%
PNC Financial Services Group, Inc., Series K³	480,000		509,477
Wells Fargo & Co., Series K	795,000		838,725

			1,348,202

Diversified Financial Services - 0.20%
Bank of America Corp., Series K	845,000		850,636


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Shares/ Principal Amount	Value (Note 2)

PREFERRED STOCKS (continued)

Financials (continued)
Diversified Financial Services (continued)
JPMorgan Chase & Co., Series 1	755,000	$	792,939

			1,643,575

Total Financials			2,991,777

TOTAL PREFERRED STOCKS
(Identified Cost $2,884,251)			3,195,296


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		2,137


CORPORATE BONDS - 17.83%

Convertible Corporate Bonds - 0.34%
Consumer Discretionary - 0.04%
Hotels, Restaurants & Leisure - 0.04%
Carnival Corp., 2.00%, 4/15/2021	$ 315,000		355,162

Energy - 0.07%
Energy Equipment & Services - 0.07%
Schlumberger Ltd., Series B, 2.125%, 6/1/2023	330,000		594,000

Health Care - 0.10%
Biotechnology - 0.08%
Amgen, Inc., 0.375%, 2/1/2013	635,000		638,969

Health Care Equipment & Supplies - 0.02%
Medtronic, Inc., 1.625%, 4/15/2013	140,000		148,225

Total Health Care			787,194

Industrials - 0.02%
Airlines - 0.02%
AirTran Holdings, Inc., 5.25%, 11/1/2016	125,000		139,688

Information Technology - 0.11%
Computers & Peripherals - 0.05%
EMC Corp., 1.75%, 12/1/2013	335,000		436,337

Semiconductors & Semiconductor Equipment - 0.06%
Advanced Micro Devices, Inc., 6.00%, 5/1/2015	465,000		448,144

Total Information Technology			884,481

Total Convertible Corporate Bonds
(Identified Cost $2,595,793)			2,760,525


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds - 17.49%
Consumer Discretionary - 2.33%
Diversified Consumer Services - 0.06%
Affinion Group, Inc., 11.50%, 10/15/2015	$ 470,000	$	495,850

Hotels, Restaurants & Leisure - 0.59%
International Game Technology, 7.50%, 6/15/2019	860,000		1,001,350
McDonald’s Corp., 5.80%, 10/15/2017	620,000		701,668
McDonald’s Corp., 6.30%, 10/15/2037	690,000		772,984
Scientific Games Corp.⁴, 7.875%, 6/15/2016	370,000		374,162
Scientific Games International, Inc.⁴, 9.25%, 6/15/2019	410,000		441,775
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016	560,000		602,000
Wyndham Worldwide Corp., 9.875%, 5/1/2014	230,000		262,161
Wyndham Worldwide Corp., 6.00%, 12/1/2016	425,000		423,225
Yonkers Racing Corp.⁴, 11.375%, 7/15/2016	230,000		251,850

			4,831,175

Household Durables - 0.12%
Fortune Brands, Inc., 5.375%, 1/15/2016	940,000		989,936

Media - 0.99%
Cablevision Systems Corp.⁴, 8.625%, 9/15/2017	690,000		727,950
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014	295,000		324,146
Comcast Corp., 6.50%, 11/15/2035	670,000		706,323
Comcast Corp., 6.95%, 8/15/2037	1,310,000		1,458,998
DIRECTV Holdings LLC⁴, 5.20%, 3/15/2020	1,140,000		1,149,467
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016	135,000		147,825
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015	115,000		125,638
Time Warner, Inc., 7.625%, 4/15/2031	845,000		981,922
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017	175,000		178,500
Unitymedia Hessen GmbH & Co. KG (Germany)⁴, 8.125%, 12/1/2017	195,000		267,422
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018	400,000		422,000
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019	105,000		109,987
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016	325,000		356,687
The Walt Disney Co., Series B, 7.00%, 3/1/2032	380,000		460,866
WMG Acquisition Corp.⁴, 9.50%, 6/15/2016	365,000		394,200
XM Satellite Radio, Inc.⁴, 11.25%, 6/15/2013	245,000		268,888

			8,080,819

Multiline Retail - 0.12%
Target Corp., 6.00%, 1/15/2018	845,000		967,238

Specialty Retail - 0.32%
The Home Depot, Inc., 5.40%, 3/1/2016	900,000		987,173
Lowe’s Companies, Inc., 6.10%, 9/15/2017	850,000		973,476
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017	595,000		629,213

			2,589,862


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods - 0.13%
Levi Strauss & Co., 8.625%, 4/1/2013	$ 100,000	$	135,808
VF Corp., 5.95%, 11/1/2017	880,000		976,363

			1,112,171

Total Consumer Discretionary			19,067,051

Consumer Staples - 0.90%
Beverages - 0.44%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016	600,000		636,000
The Coca-Cola Co., 5.35%, 11/15/2017	630,000		701,767
Constellation Brands, Inc., 8.375%, 12/15/2014	590,000		632,775
PepsiCo, Inc., 5.00%, 6/1/2018	620,000		664,310
PepsiCo, Inc., 7.90%, 11/1/2018	760,000		958,663

			3,593,515

Food & Staples Retailing - 0.11%
Ingles Markets, Inc., 8.875%, 5/15/2017	215,000		227,362
The Kroger Co., 6.75%, 4/15/2012	605,000		660,388

			887,750

Food Products - 0.24%
General Mills, Inc., 5.65%, 2/15/2019	880,000		961,997
Kraft Foods, Inc., 6.125%, 2/1/2018	895,000		988,647

			1,950,644

Personal Products - 0.11%
Revlon Consumer Products Corp.⁴, 9.75%, 11/15/2015	940,000		965,850

Total Consumer Staples			7,397,759

Energy - 1.45%
Energy Equipment & Services - 0.53%
Baker Hughes, Inc., 7.50%, 11/15/2018	580,000		706,229
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017	655,000		661,550
Complete Production Services, Inc., 8.00%, 12/15/2016	430,000		439,675
Hornbeck Offshore Services, Inc., 8.00%, 9/1/2017	90,000		91,350
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014	575,000		571,406
Key Energy Services, Inc., 8.375%, 12/1/2014	410,000		418,200
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017	465,000		474,300
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019	770,000		995,837

			4,358,547

Oil, Gas & Consumable Fuels - 0.92%
Alon Refining Krotz Springs, Inc., 13.50%, 10/15/2014	250,000		245,000
Anadarko Petroleum Corp., 5.95%, 9/15/2016	345,000		382,972


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Anadarko Petroleum Corp., 8.70%, 3/15/2019	$ 580,000	$	729,207
Apache Corp., 6.90%, 9/15/2018	600,000		715,058
Aquilex Holdings LLC - Aquilex Finance Corp.⁴, 11.125%, 12/15/2016	245,000		265,825
Arch Coal, Inc.⁴, 8.75%, 8/1/2016	185,000		197,025
Arch Western Finance LLC, 6.75%, 7/1/2013	440,000		443,300
Chesapeake Energy Corp., 9.50%, 2/15/2015	190,000		208,288
Chesapeake Energy Corp., 6.875%, 1/15/2016	410,000		408,975
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015	225,000		229,500
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017	215,000		219,300
Crosstex Energy - Crosstex Energy Finance Corp.⁴, 8.875%, 2/15/2018	425,000		442,000
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 11.75%, 5/27/2014	185,000		205,350
Gibson Energy ULC - GEP Midstream Finance Corp. (Canada)⁴, 10.00%, 1/15/2018	220,000		220,000
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018	460,000		466,900
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018	320,000		334,400
Plains Exploration & Production Co., 8.625%, 10/15/2019	465,000		491,737
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016	465,000		474,300
Tesoro Corp., 9.75%, 6/1/2019	650,000		698,750
Whiting Petroleum Corp., 7.00%, 2/1/2014	125,000		129,062

			7,506,949

Total Energy			11,865,496

Financials - 5.98%
Capital Markets - 1.66%
Goldman Sachs Capital I, 6.345%, 2/15/2034	1,020,000		912,781
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049	1,000,000		791,250
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012	9,123,000		9,522,651
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018	885,000		916,774
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037	510,000		471,698
Morgan Stanley, 5.55%, 4/27/2017	945,000		949,547

			13,564,701

Commercial Banks - 1.17%
Household Finance Co., 6.375%, 11/27/2012	435,000		477,717
HSBC Finance Corp., 7.00%, 5/15/2012	700,000		765,393
KeyBank National Association, 5.45%, 3/3/2016	1,110,000		1,130,509
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017	1,165,000		1,267,231


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
PNC Bank National Association³, 5.25%, 1/15/2017	$ 1,035,000	$	1,071,877
U.S. Bank National Association, 6.375%, 8/1/2011	575,000		611,158
U.S. Bank National Association, 6.30%, 2/4/2014	555,000		624,174
USB Capital XIII Trust, 6.625%, 12/15/2039	540,000		567,869
Wachovia Corp., 5.25%, 8/1/2014	915,000		970,712
Wells Fargo & Co.⁶, 3.00%, 12/9/2011	2,010,000		2,078,055

			9,564,695

Consumer Finance - 0.27%
American Express Co., 8.125%, 5/20/2019	800,000		979,833
American Express Co.⁵, 6.80%, 9/1/2066	870,000		856,950
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017	395,000		412,775

			2,249,558

Diversified Financial Services - 1.72%
Bank of America Corp.⁶, 3.125%, 6/15/2012	6,102,000		6,343,041
Bank of America Corp., 5.75%, 8/15/2016	685,000		702,857
Bank of America Corp., 7.625%, 6/1/2019	825,000		941,752
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012	3,892,000		3,933,606
JPMorgan Chase & Co.⁶, 3.125%, 12/1/2011	1,195,000		1,237,064
JPMorgan Chase & Co., 6.30%, 4/23/2019	860,000		954,408

			14,112,728

Insurance - 0.17%
American International Group, Inc., 4.25%, 5/15/2013	345,000		336,950
Fidelity National Financial, Inc., 6.60%, 5/15/2017	530,000		530,090
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038	475,000		489,250

			1,356,290

Real Estate Investment Trusts (REITS) - 0.99%
AvalonBay Communities, Inc., 6.10%, 3/15/2020	920,000		997,028
Boston Properties LP, 5.875%, 10/15/2019	945,000		1,002,131
Camden Property Trust, 5.70%, 5/15/2017	980,000		975,501
DuPont Fabros Technology LP⁴, 8.50%, 12/15/2017	785,000		814,437
Felcor Lodging LP, 10.00%, 10/1/2014	455,000		475,475
HCP, Inc., 6.70%, 1/30/2018	935,000		977,002
Health Care REIT, Inc., 6.20%, 6/1/2016	510,000		547,960
Host Hotels & Resorts LP, 6.875%, 11/1/2014	295,000		299,794
Mack-Cali Realty LP, 7.75%, 8/15/2019	485,000		568,810
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020	425,000		436,687


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Simon Property Group LP, 10.35%, 4/1/2019	$ 750,000	$	971,873

			8,066,698

Total Financials			48,914,670

Health Care - 0.78%
Biotechnology - 0.02%
Talecris Biotherapeutics Holdings Corp.⁴, 7.75%, 11/15/2016	215,000		217,150

Health Care Equipment & Supplies - 0.28%
Becton, Dickinson and Co., 6.00%, 5/15/2039	885,000		962,375
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011	245,000		257,250
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015	145,000		163,125
Inverness Medical Innovations, Inc., 7.875%, 2/1/2016	395,000		389,075
Inverness Medical Innovations, Inc., 9.00%, 5/15/2016	504,000		514,080

			2,285,905

Health Care Providers & Services - 0.19%
BioScrip, Inc.⁴, 10.25%, 10/1/2015	430,000		440,750
HCA, Inc.⁴, 7.875%, 2/15/2020	415,000		446,644
Health Management Associates, Inc., 6.125%, 4/15/2016	670,000		647,387

			1,534,781

Life Sciences Tools & Services - 0.06%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017	455,000		465,806

Pharmaceuticals - 0.23%
Johnson & Johnson, 5.95%, 8/15/2037	565,000		629,007
Valeant Pharmaceuticals International⁴, 7.625%, 3/15/2020	465,000		473,137
Wyeth, 6.50%, 2/1/2034	700,000		800,218

			1,902,362

Total Health Care			6,406,004

Industrials - 2.81%
Aerospace & Defense - 0.24%
The Boeing Co., 6.00%, 3/15/2019	860,000		966,057
GeoEye, Inc.⁴, 9.625%, 10/1/2015	250,000		260,312
Honeywell International, Inc., 5.30%, 3/1/2018	660,000		713,595

			1,939,964

Air Freight & Logistics - 0.21%
FedEx Corp., 8.00%, 1/15/2019	785,000		980,172
United Parcel Service, Inc., 6.20%, 1/15/2038	645,000		725,690

			1,705,862


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines - 0.46%
AirTran Airways, Inc.^7,8, 10.41%, 4/1/2017	$ 331,160	$	320,397
Delta Air Lines, Inc.⁴, 9.50%, 9/15/2014	795,000		841,706
Southwest Airlines Co., 5.25%, 10/1/2014	945,000		986,811
Southwest Airlines Co., 5.75%, 12/15/2016	1,580,000		1,632,998

			3,781,912

Building Products - 0.10%
Building Materials Corp. of America⁴, 7.50%, 3/15/2020	215,000		214,462
Owens Corning, 9.00%, 6/15/2019	335,000		404,455
USG Corp.⁴, 9.75%, 8/1/2014	185,000		199,800

			818,717

Commercial Services & Supplies - 0.31%
ACCO Brands Corp.⁴, 10.625%, 3/15/2015	250,000		276,875
Clean Harbors, Inc., 7.625%, 8/15/2016	460,000		478,975
Corrections Corp. of America, 6.25%, 3/15/2013	245,000		248,675
Corrections Corp. of America, 7.75%, 6/1/2017	145,000		153,700
Garda World Security Corp. (Canada)⁴, 9.75%, 3/15/2017	425,000		440,406
Waste Management, Inc., 7.375%, 3/11/2019	815,000		967,395

			2,566,026

Industrial Conglomerates - 0.85%
General Electric Capital Corp.⁶, 3.00%, 12/9/2011	2,630,000		2,718,194
General Electric Capital Corp., 5.625%, 5/1/2018	460,000		487,416
General Electric Capital Corp.⁵, 6.375%, 11/15/2067	895,000		856,963
General Electric Capital Corp., Series A, 6.75%, 3/15/2032	915,000		997,874
General Electric Co., 5.25%, 12/6/2017	765,000		813,655
Textron, Inc., 7.25%, 10/1/2019	940,000		1,033,606

			6,907,708

Machinery - 0.33%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018	815,000		958,900
John Deere Capital Corp., 5.50%, 4/13/2017	275,000		303,204
John Deere Capital Corp., 5.75%, 9/10/2018	1,295,000		1,446,441

			2,708,545

Marine - 0.06%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017	195,000		203,775
United Maritime Group LLC - United Maritime Group Finance Corp.⁴, 11.75%, 6/15/2015	245,000		254,800

			458,575


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail - 0.25%
CSX Corp., 6.00%, 10/1/2036	$ 950,000	$	972,860
RailAmerica, Inc., 9.25%, 7/1/2017	321,000		345,878
Union Pacific Corp., 5.65%, 5/1/2017	700,000		757,322

			2,076,060

Total Industrials			22,963,369

Information Technology - 0.63%
Communications Equipment - 0.31%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029	540,000		395,550
Cisco Systems, Inc., 5.90%, 2/15/2039	925,000		969,800
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014	650,000		669,500
Nokia Corp. (Finland), 5.375%, 5/15/2019	460,000		487,834

			2,522,684

Computers & Peripherals - 0.08%
International Business Machines Corp., 5.60%, 11/30/2039	616,000		640,590

Electronic Equipment, Instruments & Components - 0.10%
Corning, Inc., 6.20%, 3/15/2016	720,000		794,126

Semiconductors & Semiconductor Equipment - 0.06%
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018	455,000		480,025

Software - 0.08%
Microsoft Corp., 5.20%, 6/1/2039	690,000		704,597

Total Information Technology			5,142,022

Materials - 1.54%
Chemicals - 0.14%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018	855,000		963,235
Solutia, Inc., 7.875%, 3/15/2020	215,000		221,988

			1,185,223

Containers & Packaging - 0.17%
Ball Corp., 6.625%, 3/15/2018	245,000		249,288
BWAY Corp., 10.00%, 4/15/2014	585,000		640,575
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018	480,000		483,600

			1,373,463

Metals & Mining - 0.62%
Alcoa, Inc., 5.72%, 2/23/2019	3,122,000		3,081,436
Alcoa, Inc., 5.87%, 2/23/2022	405,000		389,306
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019	830,000		961,483


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Essar Steel Algoma, Inc. (Canada)⁴, 9.375%, 3/15/2015	$ 225,000	$	230,625
Steel Dynamics, Inc., 7.75%, 4/15/2016	425,000		443,594

			5,106,444

Paper & Forest Products - 0.61%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016	290,000		317,550
Georgia-Pacific LLC⁴, 7.125%, 1/15/2017	370,000		390,350
International Paper Co., 9.375%, 5/15/2019	2,562,000		3,258,843
International Paper Co., 7.50%, 8/15/2021	865,000		1,016,037

			4,982,780

Total Materials			12,647,910

Telecommunication Services - 0.62%
Diversified Telecommunication Services - 0.22%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015	130,000		135,525
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015	310,000		321,625
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015	635,000		657,225
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017	585,000		650,813

			1,765,188

Wireless Telecommunication Services - 0.40%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017	465,000		505,687
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020	1,045,000		1,110,853
NII Capital Corp.⁴, 8.875%, 12/15/2019	590,000		625,400
SBA Telecommunications, Inc.⁴, 8.00%, 8/15/2016	435,000		458,925
SBA Tower Trust⁴, 5.101%, 4/15/2017	575,000		592,253

			3,293,118

Total Telecommunication Services			5,058,306

Utilities - 0.45%
Electric Utilities - 0.36%
Allegheny Energy Supply Co. LLC⁴, 5.75%, 10/15/2019	970,000		962,235
Exelon Generation Co. LLC, 5.35%, 1/15/2014	895,000		971,552
Southwestern Electric Power Co., 6.45%, 1/15/2019	880,000		979,436

			2,913,223

Independent Power Producers & Energy Traders - 0.07%
Mirant Americas Generation LLC, 9.125%, 5/1/2031	370,000		347,800


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount/ Shares	Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power Producers & Energy Traders (continued)
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016	$ 250,000	$	266,250

			614,050

Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013	135,000		154,845

Total Utilities			3,682,118

Total Non-Convertible Corporate Bonds
(Identified Cost $136,187,277)			143,144,705

TOTAL CORPORATE BONDS
(Identified Cost $138,783,070)			145,905,230


MUTUAL FUNDS - 1.10%

iShares Dow Jones US Real Estate Index Fund	4,380		231,921
iShares iBoxx High Yield Corporate Bond Fund	44,421		3,971,238
iShares iBoxx Investment Grade Corporate Bond Fund	44,943		4,822,833

TOTAL MUTUAL FUNDS
(Identified Cost $8,293,978)			9,025,992


U.S. TREASURY SECURITIES - 15.28%

U.S. Treasury Bonds - 2.36%
U.S. Treasury Bond, 5.50%, 8/15/2028	$ 8,050,000		9,233,600
U.S. Treasury Bond, 5.375%, 2/15/2031	8,924,000		10,131,524

Total U.S. Treasury Bonds
(Identified Cost $19,430,238)			19,365,124

U.S. Treasury Notes - 12.92%
U.S. Treasury Note, 1.875%, 2/28/2014	7,450,000		7,433,699
U.S. Treasury Note, 2.625%, 6/30/2014	21,680,000		22,147,464
U.S. Treasury Note, 2.375%, 8/31/2014	12,500,000		12,615,237
U.S. Treasury Note, 2.375%, 2/28/2015	8,985,000		8,990,661
U.S. Treasury Note, 2.50%, 3/31/2015	15,000,000		15,075,000
U.S. Treasury Note, 2.50%, 4/30/2015	25,000,000		25,091,750
U.S. Treasury Note, 4.00%, 8/15/2018	10,150,000		10,590,896
U.S. Treasury Note, 2.75%, 2/15/2019	4,000,000		3,768,436

Total U.S. Treasury Notes
(Identified Cost $105,051,196)			105,713,143

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $124,481,434)			125,078,267


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount	Value (Note 2)

ASSET-BACKED SECURITIES - 0.06%

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016
(Identified Cost $469,975)	$ 470,000	$	497,447


FOREIGN GOVERNMENT BONDS - 0.12%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019
(Identified Cost $1,262,075)	975,000		989,838


U.S. GOVERNMENT AGENCIES - 5.82%

Mortgage-Backed Securities - 1.28%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017	959		1,031
Fannie Mae, Pool #252210, 6.50%, 2/1/2019	7,708		8,334
Fannie Mae, Pool #725793, 5.50%, 9/1/2019	211,369		227,672
Fannie Mae, Pool #844917, 4.50%, 11/1/2020	236,850		249,023
Fannie Mae, Pool #813938, 4.50%, 12/1/2020	193,722		203,678
Fannie Mae, Pool #813954, 4.50%, 12/1/2020	176,835		185,924
Fannie Mae, Pool #864435, 4.50%, 12/1/2020	101,411		106,623
Fannie Mae, Pool #837190, 5.00%, 12/1/2020	53,044		56,481
Fannie Mae, Pool #909732, 5.00%, 2/1/2022	63,342		66,952
Fannie Mae, Pool #912520, 5.00%, 2/1/2022	753,038		798,070
Fannie Mae, Pool #745147, 4.50%, 12/1/2035	4,741,196		4,824,217
Fannie Mae, Pool #901895, 6.50%, 9/1/2036	355,838		385,606
Fannie Mae, Pool #899393, 6.00%, 4/1/2037	1,610,357		1,715,147
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019	167,603		180,765
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023	509,184		545,433
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023	707,271		737,101
Freddie Mac, Pool #A22067, 6.50%, 5/1/2034	156,125		171,014

Total Mortgage-Backed Securities
(Identified Cost $9,751,746)			10,463,071

Other Agencies - 4.54%
Fannie Mae, 6.25%, 5/15/2029	4,456,000		5,216,314
Fannie Mae, 7.25%, 5/15/2030	4,005,000		5,209,568
Fannie Mae, 6.625%, 11/15/2030	4,252,000		5,207,373
Federal Home Loan Bank, 4.50%, 11/15/2012	50,000		53,764
Federal Home Loan Bank, 3.375%, 2/27/2013	50,000		52,436
Freddie Mac, 1.75%, 6/15/2012	4,560,000		4,606,138
Freddie Mac, 5.50%, 8/20/2012	4,150,000		4,536,340
Freddie Mac, 3.75%, 3/27/2019	7,840,000		7,749,699
Freddie Mac, 6.75%, 3/15/2031	1,825,000		2,271,589


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Extended Term Series	Principal Amount/ Shares	Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 6.25%, 7/15/2032	$ 1,915,000	$	2,268,099

Total Other Agencies
(Identified Cost $37,300,078)			37,171,320

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $47,051,824)			47,634,391


SHORT-TERM INVESTMENTS - 3.53%

Dreyfus Cash Management, Inc. - Institutional Shares⁹, 0.09%,	22,685,285		22,685,285
U.S. Treasury Bill¹⁰, 0.24%, 8/26/2010	$ 6,200,000		6,196,298

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $28,880,448)			28,881,583

TOTAL INVESTMENTS - - 99.38%
(Identified Cost $749,301,855)			813,341,800
OTHER ASSETS, LESS LIABILITIES - 0.62%			5,097,290

NET ASSETS - 100%		$	818,439,090


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2010:
Settlement Date	Contracts to Deliver	In Exchange For	Contracts At Value	Unrealized Appreciation
5/26/2010	EUR975,000	$1,322,538	$1,298,291	$24,247

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

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

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

³	PNC Global Investment Servicing (U.S.) Inc. serves as sub-accountant and sub-transfer agent to the Series.

⁴

Restricted 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. These securities amount to $25,608,521, or 3.13%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁵	The coupon rate is floating and is the stated rate as of April 30, 2010.

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

⁷

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be illiquid. This security amounts to $320,397, or 0.04%, of the Series’ net assets as of April 30, 2010 (see Note 2 to the financial statements).

⁸	Security has been valued at fair value.

⁹	Rate shown is the current yield as of April 30, 2010.

¹⁰	Rate shown reflects the annualized yield at time of purchase.


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

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

April 30, 2010


ASSETS:

Investments, at value (identified cost $749,301,855) (Note 2)	$	813,341,800
Interest receivable		3,614,709
Receivable for securities sold		3,494,079
Receivable for fund shares sold		1,549,487
Dividends receivable		330,062
Foreign tax reclaims receivable		185,184
Unrealized appreciation on foreign forward currency contracts (Note 2)		24,247


TOTAL ASSETS		822,539,568


LIABILITIES:

Accrued management fees (Note 3)		494,488
Accrued shareholder services fees (Class S) (Note 3)		129,547
Accrued transfer agent (Note 3)		15,689
Accrued distribution and services (Rule 12b-1) fees (Class C) (Note 3)		6,239
Accrued fund accounting and administration fees (Note 3)		2,753
Accrued Chief Compliance Officer service fees (Note 3)		667
Payable for securities purchased		3,160,484
Payable for fund shares repurchased		272,615
Other payables and accrued expenses		17,996


TOTAL LIABILITIES		4,100,478


TOTAL NET ASSETS	$	818,439,090


NET ASSETS CONSIST OF:

Capital stock	$	616,384
Additional paid-in-capital		787,598,294
Undistributed net investment income		3,866,334
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(37,699,489	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		64,057,567


TOTAL NET ASSETS	$	818,439,090


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($639,784,094/43,686,397 shares)	$	14.64


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($168,732,016/16,999,388 shares)	$	9.93


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C
($9,922,980/952,633 shares)	$	10.42


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

Statement of Operations - Pro-Blend^® Extended Term Series (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Interest	$	5,788,115
Dividends (net of foreign taxes withheld, $99,558)		3,250,056


Total Investment Income		9,038,171


EXPENSES:

Management fees (Note 3)		2,658,881
Shareholder services fees (Class S) (Note 3)		717,218
Fund accounting and administration fees (Note 3)		69,260
Transfer agent fees (Note 3)		58,761
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		11,204
Directors’ fees (Note 3)		6,373
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		26,006
Miscellaneous		71,438


Total Expenses		3,620,841
Less reduction of expenses (Note 3)		(758	)


Net Expenses		3,620,083


NET INVESTMENT INCOME		5,418,088


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

Net realized gain (loss) on-
Investments		17,138,776
Foreign currency and translation of other assets and liabilities		(1,212	)


		17,137,564

Net change in unrealized appreciation (depreciation) on-
Investments		49,525,217
Foreign currency and translation of other assets and liabilities		(158	)


		49,525,059


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		66,662,623


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	72,080,711


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

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


	For the Six Months Ended 4/30/10 (unaudited)			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,418,088		$	6,906,566
Net realized gain (loss) on investments and foreign currency		17,137,564			(47,544,092	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		49,525,059			109,759,591


Net increase from operations		72,080,711			69,122,065


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(4,396,857	)		(7,399,150	)
From net investment income (Class I)		(1,604,509	)		(270,130	)


Total distributions to shareholders		(6,001,366	)		(7,669,280	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		142,644,744			122,302,231


Net increase in net assets		208,724,089			183,755,016

NET ASSETS:

Beginning of period		609,715,001			425,959,985


End of period (including undistributed net investment income of $3,866,334 and $4,449,612, respectively)	$	818,439,090		$	609,715,001


		The accompanying notes are an integral part of the financial statements.		94

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


	For the Six Months Ended 4/30/10 (unaudited)	For the Years Ended
	For the Six Months Ended 4/30/10 (unaudited)	10/31/09		10/31/08		10/31/07		10/31/06		10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$13.32	$11.75		$17.82		$17.12		$15.82		$14.45


Income (loss) from investment operations:
Net investment income	0.10¹	0.17	¹	0.22		0.22		0.21		0.13
Net realized and unrealized gain (loss) on investments	1.33	1.60		(4.36	)	1.88		2.18		1.71

Total from investment operations	1.43	1.77		(4.14	)	2.10		2.39		1.84

Less distributions to shareholders:
From net investment income	(0.11)	(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	(0.11)	(0.20	)	(1.93	)	(1.40	)	(1.09	)	(0.47	)

Net asset value - End of period	$14.64	$13.32		$11.75		$17.82		$17.12		$15.82

Net assets - End of period
(000’s omitted)	$639,784	$511,700		$424,876		$596,991		$484,003		$365,726

Total return²	10.79%	15.47%		(25.70%	)	12.95%		16.03%		12.92%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.07%³	1.10%		1.10%		1.11%		1.14%		1.17%
Net investment income	1.48%³	1.48%		1.50%		1.37%		1.42%		0.89%
Series portfolio turnover	22%	62%		76%		82%		82%		71%

*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^3,4	0.01%		0.00%	⁴	N/A		N/A		0.01%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.


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

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


	For the Six Months Ended 4/30/10 (unaudited)	For the Year Ended 10/31/09	For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$9.08	$8.10	$10.00

Income (loss) from investment operations:
Net investment income	0.08²	0.13²	0.08
Net realized and unrealized gain (loss) on investments	0.91	1.10	(1.91)

Total from investment operations	0.99	1.23	(1.83)

Less distributions to shareholders:
From net investment income	(0.14)	(0.25)	(0.07)

Net asset value - End of period	$9.93	$9.08	$8.10

Net assets - End of period (000’s omitted)	$168,732	$98,015	$1,084

Total return³	10.97%	15.82%	(18.46%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.82%⁴	0.85%	0.85%⁴
Net investment income	1.74%⁴	1.59%	1.62%⁴
Series portfolio turnover	22%	62%	76%

*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^4,5	0.00%⁵	0.02%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.


		The accompanying notes are an integral part of the financial statements.		96

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


		For the Period 1/4/10¹to 4/30/10 (unaudited)
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$10.00

Income from investment operations:
Net investment income		0.03²
Net realized and unrealized gain on investments		0.39

Total from investment operations		0.42

Net asset value - End of period		$10.42

Net assets - End of period (000’s omitted)		$9,923

Total return³		4.20%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.82%⁴
Net investment income		0.86%⁴
Series portfolio turnover		22%

*The investment advisor did not impose all or a portion of its management fees and other fees during the period and paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
		0.00%^4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not ^been waived during the period. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.


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

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/09*	Ending Account Value 4/30/10	Expenses Paid During Period 11/1/09-4/30/10**	Annualized Expense ratio
Class S
Actual	$1,000.00	$1,150.10	$5.81	1.09%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.39	$5.46	1.09%
Class I
Actual	$1,000.00	$1,152.30	$4.54	0.85%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.58	$4.26	0.85%
Class C
Actual	$1,000.00	$1,043.00	$5.94	1.83%
Hypothetical
(5% return before expenses)	$1,000.00	$1,010.07	$5.85	1.83%

*Class C inception date was January 4, 2010.


				98

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

As of April 30, 2010

LOGO


Sector Allocation⁴
Information Technology		18.55%
Health Care		17.23%
Consumer Discretionary		12.64%
Financials		11.98%
Industrials		11.11%
Energy		7.27%
Consumer Staples		6.85%
Materials		2.61%
Telecommunication Services		2.13%
Utilities		0.17%

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


Top Ten Stock Holdings⁵
The Walt Disney Co.		2.73%
Google, Inc. - Class A		2.61%
Cisco Systems, Inc.		2.51%
Hess Corp.		2.06%
The Bank of New York Mellon Corp.		1.96%
United Parcel Service, Inc. - Class B		1.90%
EMC Corp.		1.89%
Monsanto Co.		1.87%
Nestle S.A. (Switzerland)		1.68%
Southwest Airlines Co.		1.67%

⁵As a percentage of total investments.


99

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS - 91.05%

Consumer Discretionary - 12.72%
Auto Components - 0.04%
Hankook Tire Co. Ltd. (South Korea)	12,990	$	292,417

Automobiles - 0.81%
Bayerische Motoren Werke AG (BMW) (Germany)	109,960		5,436,070
Suzuki Motor Corp. (Japan)	2,500		52,936

			5,489,006

Distributors - 0.03%
Inchcape plc (United Kingdom)*	327,000		172,113

Hotels, Restaurants & Leisure - 2.17%
Carnival Corp.	206,611		8,615,679
Choice Hotels International, Inc.	10,450		379,440
Club Mediterranee S.A. (France)*	6,455		108,592
Hyatt Hotels Corp. - Class A*	2,720		111,982
International Game Technology	254,455		5,363,911
Wendy’s - Arby’s Group, Inc. - Class A	27,000		143,370

			14,722,974

Household Durables - 0.16%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*	58,520		185,319
LG Electronics, Inc. (South Korea)	2,450		269,680
NVR, Inc.*	330		236,956
Rodobens Negocios Imobiliarios S.A. (Brazil)	50,530		363,078

			1,055,033

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)	2,100		97,360

Media - 7.10%
Discovery Communications, Inc. - Class A*	176,750		6,840,225
Grupo Televisa S.A. - ADR (Mexico)	17,470		363,027
Mediacom Communications Corp. - Class A*	26,420		174,900
Reed Elsevier plc (United Kingdom)	780,900		6,147,361
Reed Elsevier plc - ADR (United Kingdom)	3,895		123,082
Societe Television Francaise 1 (France)	35,940		670,172
Time Warner, Inc.	242,270		8,014,292
The Walt Disney Co.	506,750		18,668,670
The Washington Post Co. - Class B	13,790		6,993,736
Wolters Kluwer N.V. (Netherlands)	8,720		179,030

			48,174,495

Multiline Retail - 0.07%
Marks & Spencer Group plc (United Kingdom)	42,000		235,522
PPR (France)	1,745		235,707

			471,229


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 2.28%
Dick’s Sporting Goods, Inc.*	290,270	$	8,449,760
The Finish Line, Inc. - Class A	12,710		204,758
KOMERI Co. Ltd. (Japan)	5,400		137,220
Lumber Liquidators Holdings, Inc.*	8,650		263,479
The Sherwin-Williams Co.	82,260		6,422,038

			15,477,255

Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany)	3,430		201,673
LVMH S.A. (Louis Vuitton Moet Hennessy) (France)	1,480		171,123

			372,796

Total Consumer Discretionary			86,324,678

Consumer Staples - 6.86%
Beverages - 0.11%
Diageo plc (United Kingdom)	12,210		208,305
Heineken N.V. (Netherlands)	7,100		332,567
Kirin Holdings Co. Ltd. (Japan)	16,000		229,776

			770,648

Food & Staples Retailing - 2.02%
BJ’s Wholesale Club, Inc.*	9,090		347,965
Carrefour S.A. (France)	23,310		1,143,371
Casino Guichard-Perrachon S.A. (France)	2,550		226,460
The Kroger Co.	246,210		5,473,248
Safeway, Inc.	236,070		5,571,252
SUPERVALU, Inc.	11,320		168,668
Tesco plc (United Kingdom)	114,000		759,018

			13,689,982

Food Products - 4.64%
Danone S.A. (France)	8,770		518,218
Dean Foods Co.*	299,560		4,703,092
Flowers Foods, Inc.	10,230		269,663
General Mills, Inc.	49,280		3,507,750
Kellogg Co.	64,810		3,560,662
Nestle S.A. (Switzerland)	233,590		11,471,664
Suedzucker AG (Germany)	6,820		138,342
Unilever plc - ADR (United Kingdom)	243,804		7,338,500

			31,507,891

Household Products - 0.06%
Kao Corp. (Japan)	3,900		95,491


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products (continued)
Reckitt Benckiser Group plc (United Kingdom)	5,920	$	308,242

			403,733

Personal Products - 0.03%
Alberto-Culver Co.	7,110		204,768

Total Consumer Staples			46,577,022

Energy - 7.31%
Energy Equipment & Services - 3.93%
Baker Hughes, Inc.	170,037		8,461,041
Calfrac Well Services Ltd. (Canada)	24,560		522,486
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*	16,850		508,937
Dril-Quip, Inc.*	4,390		254,313
Schlumberger Ltd.	117,500		8,391,850
Trican Well Service Ltd. (Canada)	40,380		512,800
Weatherford International Ltd. (Switzerland)*	441,446		7,994,587

			26,646,014

Oil, Gas & Consumable Fuels - 3.38%
BP plc (United Kingdom)	19,290		169,858
Cameco Corp. (Canada)	172,590		4,247,440
Forest Oil Corp.*	3,920		114,856
Hess Corp.	220,900		14,038,195
Mariner Energy, Inc.*	6,035		144,116
Royal Dutch Shell plc - Class B (Netherlands)	6,724		203,190
Royal Dutch Shell plc - Class B - ADR (Netherlands)	6,600		400,488
Talisman Energy, Inc. (Canada)	21,100		359,144
Total S.A. (France)	4,240		231,290
Uranium One, Inc. (Canada)*	1,212,430		3,067,479

			22,976,056

Total Energy			49,622,070

Financials - 12.05%
Capital Markets - 4.02%
The Bank of New York Mellon Corp.¹	429,860		13,381,542
Credit Suisse Group AG - ADR (Switzerland)	3,250		148,525
Daiwa Securities Group, Inc. (Japan)	4,000		20,865
Federated Investors, Inc. - Class B	263,630		6,358,755
GAM Holding Ltd. (Switzerland)*	32,470		406,422
The Goldman Sachs Group, Inc.	2,050		297,660
Legg Mason, Inc.	13,720		434,787
Nomura Holdings, Inc. (Japan)	2,300		16,038
Northern Trust Corp.	110,920		6,098,382


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
State Street Corp.	3,370	$	146,595

			27,309,571

Commercial Banks - 1.38%
Barclays plc - ADR (United Kingdom)	6,310		128,850
BNP Paribas (France)	2,163		150,131
The Chugoku Bank Ltd. (Japan)	11,100		142,746
Credit Agricole S.A. (France)	2,840		40,914
First Commonwealth Financial Corp.	108,630		711,527
The Hachijuni Bank Ltd. (Japan)	13,400		75,463
Hong Leong Financial Group Berhad (Malaysia)	60,820		165,777
HSBC Holdings plc (United Kingdom)	619,740		6,334,231
HSBC Holdings plc - ADR (United Kingdom)	8,225		418,570
ICICI Bank Ltd. - ADR (India)	4,990		212,175
Mitsubishi UFJ Financial Group, Inc. (Japan)	14,000		73,625
Societe Generale - ADR (France)²	12,660		133,816
The Sumitomo Trust & Banking Co. Ltd. (Japan)	19,000		115,292
U.S. Bancorp	10,460		280,014
Wilmington Trust Corp.	23,680		410,374

			9,393,505

Consumer Finance - 1.43%
American Express Co.	206,370		9,517,784
Discover Financial Services	14,140		218,605

			9,736,389

Diversified Financial Services - 1.41%
Bank of America Corp.	11,620		207,185
Deutsche Boerse AG (Germany)	95,820		7,468,515
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	6,420		318,880
ING Groep N.V. (Netherlands)*	3,225		28,937
JPMorgan Chase & Co.	18,951		806,933
Moody’s Corp.	29,080		718,857

			9,549,307

Insurance - 2.32%
Allianz SE (Germany)	9,378		1,080,319
The Allstate Corp.	16,340		533,828
Amil Participacoes S.A. (Brazil)	39,510		323,899
AXA S.A. (France)	4,615		92,784
Brown & Brown, Inc.	21,890		440,865
Muenchener Rueckversicherungs AG (MunichRe) (Germany)	3,343		472,701
Principal Financial Group, Inc.	5,430		158,665
The Progressive Corp.	556,370		11,177,473


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
Willis Group Holdings plc (United Kingdom)	22,805	$	785,632
Zurich Financial Services AG (Switzerland)	2,910		649,521

			15,715,687

Real Estate Investment Trusts (REITS) - 1.23%
Alexandria Real Estate Equities, Inc.	1,450		102,674
Alstria Office REIT AG (Germany)	23,400		264,826
American Campus Communities, Inc.	12,320		347,054
Apartment Investment & Management Co. - Class A	14,700		329,427
AvalonBay Communities, Inc.	2,540		264,262
BioMed Realty Trust, Inc.	20,400		377,604
Boston Properties, Inc.	4,870		384,048
Camden Property Trust	4,850		234,885
Corporate Office Properties Trust	24,290		982,530
DiamondRock Hospitality Co.*	6,740		74,073
Digital Realty Trust, Inc.	3,850		225,995
Douglas Emmett, Inc.	15,740		263,488
DuPont Fabros Technology, Inc.	11,550		256,064
Equity Lifestyle Properties, Inc.	3,820		212,048
Equity One, Inc.	6,450		125,194
Equity Residential	2,790		126,303
HCP, Inc.	11,130		357,496
Health Care REIT, Inc.	3,960		177,923
Healthcare Realty Trust, Inc.	8,410		203,017
Home Properties, Inc.	7,540		374,663
Host Hotels & Resorts, Inc.	17,543		285,249
LaSalle Hotel Properties	10,310		271,668
Lexington Realty Trust	11,260		79,721
Mack-Cali Realty Corp.	2,940		101,018
National Health Investors, Inc.	1,830		74,335
National Retail Properties, Inc.	8,990		211,535
Omega Healthcare Investors, Inc.	11,300		226,226
Pebblebrook Hotel Trust*	7,270		143,219
Realty Income Corp.	12,820		420,368
Simon Property Group, Inc.	3,136		279,167
Tanger Factory Outlet Centers	4,900		203,840
UDR, Inc.	11,690		237,424
Westfield Group (Australia)	7,930		94,802

			8,312,146

Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*	4,740		82,097


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Thrifts & Mortgage Finance - 0.25%		��
Aareal Bank AG (Germany)*	7,827		$	172,160
First Niagara Financial Group, Inc.	53,690			746,291
NewAlliance Bancshares, Inc.	30,910			402,757
People’s United Financial, Inc.	25,930			402,693

				1,723,901

Total Financials				81,822,603

Health Care - 17.34%
Biotechnology - 1.99%
Amgen, Inc.*	13,580			778,949
Basilea Pharmaceutica AG (Switzerland)*	6,350			467,628
Celera Corp.*	188,660			1,409,290
CSL Ltd. (Australia)	7,760			232,571
Genzyme Corp.*	140,243			7,466,537
Grifols S.A. (Spain)	207,880			2,643,270
Sinovac Biotech Ltd. (China)*	85,050			492,439

				13,490,684

Health Care Equipment & Supplies - 7.49%
Ansell, Ltd. (Australia)	101,410			1,203,899
Becton, Dickinson and Co.	148,490			11,340,181
Boston Scientific Corp.*	1,100,640			7,572,403
Cochlear Ltd. (Australia)	16,530			1,133,375
Covidien plc (Ireland)	34,620			1,661,414
DENTSPLY International, Inc.	29,400			1,077,216
DexCom, Inc.*	60,884			666,680
Gen-Probe, Inc.*	159,170			7,543,066
Hologic, Inc.*	29,880			533,956
Insulet Corp.*	12,200			168,360
Inverness Medical Innovations, Inc.*	260,859			10,376,971
Mindray Medical International Ltd. - ADR (China)	23,630			902,666
Nobel Biocare Holding AG (Switzerland)	30,060			666,479
OraSure Technologies, Inc.*	145,636			923,332
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)	162,000			760,534
Sirona Dental Systems, Inc.*	21,680			903,839
Straumann Holding AG (Switzerland)	4,664			1,157,170
Teleflex, Inc.	12,450			763,434
Zoll Medical Corp.*	47,820			1,460,901

				50,815,876

Health Care Providers & Services - 2.01%
Aetna, Inc.	15,780			466,299
AMN Healthcare Services, Inc.*	63,380			579,293


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Bio-Reference Laboratories, Inc.*	26,140	$	611,676
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)	124,000		114,975
CIGNA Corp.	14,870		476,732
Diagnosticos da America S.A. (Brazil)*	171,960		1,485,885
OdontoPrev S.A. (Brazil)	11,580		380,060
Quest Diagnostics, Inc.	98,530		5,631,975
Sonic Healthcare Ltd. (Australia)	139,880		1,786,147
UnitedHealth Group, Inc.	13,990		424,037
VCA Antech, Inc.*	45,120		1,284,115
WellPoint, Inc.*	7,770		418,026

			13,659,220

Health Care Technology - 1.42%
Allscripts - Misys Healthcare Solutions, Inc.*	26,720		538,942
Cerner Corp.*	85,453		7,255,814
Eclipsys Corp.*	89,230		1,845,277

			9,640,033

Life Sciences Tools & Services - 2.51%
Caliper Life Sciences, Inc.*	247,890		994,039
ICON plc - ADR (Ireland)*	28,000		816,760
Lonza Group AG (Switzerland)	43,270		3,397,589
PerkinElmer, Inc.	152,811		3,827,915
Thermo Fisher Scientific, Inc.*	144,420		7,983,537

			17,019,840

Pharmaceuticals - 1.92%
AstraZeneca plc (United Kingdom)	2,175		96,142
AstraZeneca plc - ADR (United Kingdom)	3,430		151,709
Bayer AG (Germany)	8,706		557,267
GlaxoSmithKline plc (United Kingdom)	12,995		240,784
Johnson & Johnson	167,260		10,754,818
Sanofi - Aventis S.A. (France)	1,987		136,672
Shire plc (Ireland)	14,690		324,337
Takeda Pharmaceutical Co. Ltd. (Japan)	2,700		116,410
UCB S.A. (Belgium)	17,630		684,252

			13,062,391

Total Health Care			117,688,044

Industrials - 11.18%
Aerospace & Defense - 1.17%
The Boeing Co.	101,650		7,362,510
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	16,440		395,875


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Aerospace & Defense (continued)
Hexcel Corp.*	10,360	$	167,832

			7,926,217

Air Freight & Logistics - 2.90%
FedEx Corp.	67,560		6,081,076
TNT N.V. (Netherlands)	20,934		643,300
United Parcel Service, Inc. - Class B	187,173		12,941,141

			19,665,517

Airlines - 2.82%
AirTran Holdings, Inc.*	70,320		371,290
Copa Holdings S.A. - Class A (Panama)	3,630		205,748
Deutsche Lufthansa AG (Germany)*	15,400		257,330
Ryanair Holdings plc - ADR (Ireland)*	240,020		6,758,963
Singapore Airlines Ltd. (Singapore)	11,000		122,017
Southwest Airlines Co.	867,617		11,435,192

			19,150,540

Commercial Services & Supplies - 1.09%
Tomra Systems ASA (Norway)	176,230		851,425
Waste Management, Inc.	188,700		6,544,116

			7,395,541

Electrical Equipment - 0.20%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*	25,370		486,089
Alstom S.A. (France)	3,050		180,630
Gamesa Corporacion Tecnologica S.A. (Spain)	10,480		129,783
Nexans S.A. (France)	2,650		210,395
Schneider Electric S.A. (France)	2,050		234,544
Yingli Green Energy Holding Co. Ltd. - ADR (China)*	7,700		97,251

			1,338,692

Industrial Conglomerates - 0.20%
Siemens AG (Germany)	13,850		1,370,874

Machinery - 0.97%
FANUC Ltd. (Japan)	1,500		178,368
Lindsay Corp.	3,770		143,373
Pall Corp.	148,130		5,775,589
SmartHeat, Inc. (China)*	8,080		67,791
Titan International, Inc.	12,360		153,388
Wabtec Corp.	5,590		265,972

			6,584,481


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Professional Services - 0.77%
Adecco S.A. (Switzerland)	83,740	$	4,941,216
Equifax, Inc.	8,340		280,224

			5,221,440

Road & Rail - 1.03%
All America Latina Logistica S.A. (Brazil)	55,960		500,605
Heartland Express, Inc.	142,920		2,363,897
J.B. Hunt Transport Services, Inc.	106,750		3,934,805
Kansas City Southern*	4,700		190,585

			6,989,892

Transportation Infrastructure - 0.03%
Malaysia Airports Holdings Berhad (Malaysia)	160,830		249,995

Total Industrials			75,893,189

Information Technology - 18.66%
Communications Equipment - 4.24%
Alcatel-Lucent - ADR (France)*	191,140		605,914
Blue Coat Systems, Inc.*	33,960		1,104,719
Cisco Systems, Inc.*	636,980		17,147,502
Infinera Corp.*	93,740		857,721
Juniper Networks, Inc.*	155,138		4,407,470
QUALCOMM, Inc.	100,500		3,893,370
Riverbed Technology, Inc.*	23,480		727,645

			28,744,341

Computers & Peripherals - 1.97%
Compellent Technologies, Inc.*	37,000		465,090
EMC Corp.*	679,300		12,913,493

			13,378,583

Electronic Equipment, Instruments & Components - 0.18%
Cogent, Inc.*	65,910		682,168
Keyence Corp. (Japan)	542		129,766
LoJack Corp.*	100,326		419,363

			1,231,297

Internet Software & Services - 2.81%
comScore, Inc.*	38,000		689,700
Google, Inc. - Class A*	33,909		17,817,145
NetEase.com, Inc. - ADR (China)*	4,420		154,125
Vocus, Inc.*	24,690		420,965

			19,081,935


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 5.23%
Accenture plc - Class A (Ireland)	164,930		$	7,197,545
Amdocs Ltd. (Guernsey)*	43,060			1,375,336
Automatic Data Processing, Inc.	187,819			8,143,832
Cap Gemini S.A. (France)	13,690			695,473
Cielo S.A. (Brazil)	77,190			745,589
Paychex, Inc.	204,575			6,259,995
Redecard S.A. (Brazil)	44,990			746,965
The Western Union Co.	564,570			10,303,403

				35,468,138

Semiconductors & Semiconductor Equipment - 1.13%
Advantest Corp. (Japan)	139,800			3,647,733
Hynix Semiconductor, Inc. (South Korea)*	6,160			157,842
KLA-Tencor Corp.	99,440			3,386,926
Sumco Corp. (Japan)*	12,000			267,632
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)	20,793			220,198

				7,680,331

Software - 3.10%
Autodesk, Inc.*	304,510			10,356,385
Misys plc (United Kingdom)*	54,230			194,245
Net 1 UEPS Technologies, Inc. (South Africa)*	31,160			511,024
SAP AG (Germany)	5,780			278,780
SAP AG - ADR (Germany)	173,250			8,220,712
Shanda Interactive Entertainment Ltd. - ADR (China)*	13,270			601,662
Sonic Solutions, Inc.*	28,920			362,946
Square Enix Holdings Co. Ltd. (Japan)	8,700	��		183,938
UbiSoft Entertainment S.A. (France)*	28,054			359,593

				21,069,285

Total Information Technology				126,653,910

Materials - 2.62%
Chemicals - 1.98%
Arkema S.A. (France)	40			1,685
Calgon Carbon Corp.*	22,488			348,564
Johnson Matthey plc (United Kingdom)	6,510			173,615
Monsanto Co.	202,000			12,738,120
The Scotts Miracle-Gro Co. - Class A	4,070			197,191

				13,459,175

Construction Materials - 0.62%
Martin Marietta Materials, Inc.	43,820			4,201,462


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares	Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Paper & Forest Products - 0.02%
Norbord, Inc. (Canada)*	7,002	$	137,104

Total Materials			17,797,741

Telecommunication Services - 2.14%
Diversified Telecommunication Services - 0.12%
France Telecom S.A. (France)	11,810		258,588
Swisscom AG - ADR (Switzerland)²	7,966		268,614
Telefonica S.A. - ADR (Spain)	1,700		115,226
Telenor ASA - ADR (Norway)*²	3,430		146,495

			788,923


Wireless Telecommunication Services - 2.02%
American Tower Corp. - Class A*	92,630		3,780,230
Crown Castle International Corp.*	228,450		8,646,833
Hutchison Telecommunications International Ltd. (Hong Kong)*	95,000		26,552
SBA Communications Corp. - Class A*	23,290		823,767
SK Telecom Co. Ltd. - ADR (South Korea)	25,150		465,526

			13,742,908


Total Telecommunication Services			14,531,831

Utilities - 0.17%
Electric Utilities - 0.07%
E.ON AG (Germany)	13,630		503,780

Independent Power Producers & Energy Traders - 0.02%
Mirant Corp.*	6,060		70,660
RRI Energy, Inc.*	18,490		75,254

			145,914


Multi-Utilities - 0.05%
GDF Suez (France)	3,854		137,496
National Grid plc (United Kingdom)	21,480		206,725

			344,221


Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)	13,720		198,903

Total Utilities			1,192,818

TOTAL COMMON STOCKS (Identified Cost $548,982,141)			618,103,906


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares/ Principal Amount	Value (Note 2)

PREFERRED STOCKS - 0.03%

Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany)
(Identified Cost $134,525)	3,790	$	202,984


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		1,054


MUTUAL FUNDS - 0.03%

iShares Dow Jones US Real Estate Index Fund
(Identified Cost $172,592)	3,990		211,271


U.S. TREASURY SECURITIES - 1.94%

U.S. Treasury Bonds - 0.38%
U.S. Treasury Bond, 5.375%, 2/15/2031
(Identified Cost $2,617,734)	$ 2,300,000		2,611,218

U.S. Treasury Notes - 1.56%
U.S. Treasury Note, 4.875%, 4/30/2011	6,500,000		6,783,361
U.S. Treasury Note, 2.625%, 6/30/2014	750,000		766,171
U.S. Treasury Note, 2.625%, 12/31/2014	3,000,000		3,044,064

Total U.S. Treasury Notes (Identified Cost $10,520,503)			10,593,596

TOTAL U.S. TREASURY SECURITIES (Identified Cost $13,138,237)			13,204,814


U.S. GOVERNMENT AGENCIES - 4.16%

Other Agencies - 4.16%
Fannie Mae, 6.25%, 5/15/2029	4,825,000		5,648,275
Fannie Mae, 7.25%, 5/15/2030	4,330,000		5,632,317
Fannie Mae, 6.625%, 11/15/2030	4,610,000		5,645,812
Freddie Mac, 6.75%, 3/15/2031	4,540,000		5,650,965
Freddie Mac, 6.25%, 7/15/2032	4,760,000		5,637,677

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $27,970,366)			28,215,046


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

Investment Portfolio - April 30, 2010 (unaudited)


Pro-Blend^® Maximum Term Series	Shares/ Principal Amount	Value (Note 2)

SHORT-TERM INVESTMENTS - 3.38%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.09%,	10,625,540	$	10,625,540
U.S. Treasury Bill⁴, 0.42%, 7/1/2010	$12,300,000		12,296,937

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $22,916,838)			22,922,477

TOTAL INVESTMENTS - 100.59% (Identified Cost $613,317,371)			682,861,552
LIABILITIES, LESS OTHER ASSETS - (0.59%)			(4,003,430	)

NET ASSETS - 100%		$	678,858,122

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

*Non-income producing security

**Less than 0.01%

¹The Bank of New York Mellon Corp. is the Series’ 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 April 30, 2010.

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


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

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

April 30, 2010


ASSETS:

Investments, at value (identified cost $613,317,371) (Note 2)	$	682,861,552
Receivable for fund shares sold		2,230,527
Receivable for securities sold		783,393
Dividends receivable		643,210
Interest receivable		609,652
Foreign tax reclaims receivable		263,092


TOTAL ASSETS		687,391,426


LIABILITIES:

Accrued management fees (Note 3)		412,815
Accrued shareholder services fees (Class S) (Note 3)		111,193
Accrued transfer agent fees (Note 3)		35,042
Accrued fund accounting and administration fees (Note 3)		9,063
Accrued distribution and service (Rule 12b-1) fees (Class C) (Note 3)		1,497
Accrued Chief Compliance Officer service fees (Note 3)		667
Payable for securities purchased		7,805,204
Payable for fund shares repurchased		119,653
Other payables and accrued expenses		38,170


TOTAL LIABILITIES		8,533,304


TOTAL NET ASSETS	$	678,858,122


NET ASSETS CONSIST OF:

Capital stock	$	489,304
Additional paid-in-capital		688,810,540
Undistributed net investment income		1,292,334
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(81,287,955	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		69,553,899


TOTAL NET ASSETS	$	678,858,122


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($545,910,316/35,602,843 shares)	$	15.33


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($130,529,202/13,095,638 shares)	$	9.97


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($2,418,604/231,922 shares)	$	10.43


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

Statement of Operations - Pro-Blend^® Maximum Term Series (unaudited)

For the Six Months Ended April 30, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $117,223)	$	4,059,591
Interest		448,643


Total Investment Income		4,508,234


EXPENSES:

Management fees (Note 3)		2,194,895
Shareholder services fees (Class S) (Note 3)		618,023
Transfer agent fees (Note 3)		106,893
Fund accounting and administration fees (Note 3)		57,870
Directors’ fees (Note 3)		6,373
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		2,573
Chief Compliance Officer service fees (Note 3)		1,700
Custodian fees		22,765
Miscellaneous		79,629


Total Expenses		3,090,721
Less reduction of expenses (Note 3)		(813	)


Net Expenses		3,089,908


NET INVESTMENT INCOME		1,418,326


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

Net realized gain (loss) on-
Investments		15,022,575
Foreign currency and translation of other assets and liabilities		(3,936	)


		15,018,639


Net change in unrealized appreciation (depreciation) on-
Investments		62,065,656
Foreign currency and translation of other assets and liabilities		(9,862	)


		62,055,794


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		77,074,433


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	78,492,759


		The accompanying notes are an integral part of the financial statements.		114

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


	For the Six Months Ended 4/30/10 (unaudited)		For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$ 1,418,326		$	2,127,052
Net realized gain (loss) on investments and foreign currency	15,018,639			(50,764,850	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency	62,055,794			114,794,411


Net increase from operations	78,492,759			66,156,613


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)	(756,859	)		(3,331,521	)
From net investment income (Class I)	(333,929	)		(155,094	)


Total distributions to shareholders	(1,090,788	)		(3,486,615	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)	105,414,965			88,758,897


Net increase in net assets	182,816,936			151,428,895

NET ASSETS:

Beginning of period	496,041,186			344,612,291


End of period (including undistributed net investment income of $1,292,334 and $964,796, respectively)	$678,858,122		$	496,041,186


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

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


	For the Six Months Ended 4/30/10 (unaudited)	For the Years Ended
	For the Six Months Ended 4/30/10 (unaudited)	10/31/09		10/31/08		10/31/07		10/31/06		10/31/05
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$13.35	$11.50		$19.57		$18.35		$16.79		$15.00

Income (loss) from investment operations:
Net investment income	0.03¹	0.06	¹	0.12		0.11		0.14		0.08
Net realized and unrealized gain (loss) on investments	1.97	1.90		(6.22	)	2.41		2.80		2.11

Total from investment operations	2.00	1.96		(6.10	)	2.52		2.94		2.19

Less distributions to shareholders:
From net investment income	(0.02)	(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	(0.02)	(0.11	)	(1.97	)	(1.30	)	(1.38	)	(0.40	)

Net asset value - End of period	$15.33	$13.35		$11.50		$19.57		$18.35		$16.79

Net assets - End of period (000’s omitted)	$545,910	$443,770		$342,015		$517,766		$285,714		$186,547

Total return²	15.01%	17.34%		(34.19%	)	14.37%		18.87%		14.84%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.09%³	1.10%		1.10%		1.12%		1.16%		1.20%
Net investment income	0.44%³	0.55%		0.77%		0.67%		0.94%		0.51%
Series portfolio turnover	30%	67%		82%		61%		56%		61%

^*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^3,4	0.03%		0.04%		N/A		N/A		0.02%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.


		The accompanying notes are an integral part of the financial statements.		116

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


	For the Six Months Ended 4/30/10 (unaudited)	For the Year Ended 10/31/09	For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$8.70	$7.57	$10.00

Income (loss) from investment operations:
Net investment income	0.04²	0.05²	0.05
Net realized and unrealized gain (loss) on investments	1.28	1.24	(2.44)

Total from investment operations	1.32	1.29	(2.39)

Less distributions to shareholders:
From net investment income	(0.05)	(0.16)	(0.04)

Net asset value - End of period	$9.97	$8.70	$7.57

Net assets - End of period (000’s omitted)	$130,529	$52,271	$2,597

Total return³	15.23%	17.58%	(24.01%)
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.85%⁴	0.85%	0.85%⁴
Net investment income	0.76%⁴	0.68%	0.88%⁴
Series portfolio turnover	30%	67%	82%

^*The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	0.00%^4,5	0.02%	0.08%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.


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

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


		For the Period 1/4/10¹to 4/30/10 (unaudited)
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$10.00

Income from investment operations:
Net investment income		0.01²
Net realized and unrealized gain on investments		0.42

Total from investment operations		0.43

Net asset value - End of period		$10.43

Net assets - End of period (000’s omitted)		$2,419

Total return³		4.30%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.83%⁴
Net investment income		0.17%⁴
Series portfolio turnover		30%

^*The investment advisor did not impose all or a portion of its management fees and other fees during the period and paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
		0.02%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.


		The accompanying notes are an integral part of the financial statements.		118

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Pro-Blend^®Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific goals. The goals are as follows: Pro-Blend^® Conservative Term Series - primary goal is preservation of capital; secondary goal is long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary goal is long-term growth of capital; secondary goal is preservation of capital. Pro-Blend^® Maximum Term Series - primary goal is long-term growth of capital.

Each Series is authorized to issue six classes of shares (Class C (formerly Class B), D, E, I, S and Z). Currently, only Class S, I and C 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 April 30, 2010, 6.2 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, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 25 million each have been designed as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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.


119

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

measure 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.

The following is a summary of the valuation levels used for major security types as of April 30, 2010 in valuing the Series’ assets or liabilities carried at market value:


	Pro-Blend ^® Conservative Term Series
Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	138,993,113	$	138,887,274	$	105,839	$	—
Preferred securities		1,178,818		49,808		1,129,010		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		237,948,058		—		237,948,058		—
Foreign government bonds		385,783		—		385,783		—
Corporate debt		188,088,267		—		187,963,312		124,955
Convertible corporate debt		677,744		—		677,744		—
Asset backed securities		179,928		—		179,928		—
Mutual funds		26,803,292		26,803,292		—		—
Other financial instruments**		—		—		—		—

Total	$	594,255,003	$	165,740,374	$	428,389,674	$	124,955

120

Notes to Financial Statements (unaudited)

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, 2009 (market value)							$	51,925
Accrued discounts/premiums								390
Realized gain/loss								208
Change in unrealized appreciation/depreciation ***								7,356
Net purchases/sales								65,076

Balance as of April 30, 2010 (market value)							$	124,955


	Pro-Blend ^® Moderate Term Series
Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	352,406,869	$	352,059,602	$	347,267	$	—
Preferred securities		2,441,340		162,815		2,278,525		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		238,929,739		—		238,929,739		—
Foreign government bonds		994,914		—		994,914		—
Corporate debt		176,458,402		—		176,160,432		297,970
Convertible corporate debt		2,103,269		—		2,103,269		—
Asset backed securities		354,563		—		354,563		—
Mutual funds		36,656,338		36,656,338		—		—
Other financial instruments**		—		—		—		—

Total	$	810,345,434	$	388,878,755	$	421,168,709	$	297,970

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, 2009 (market value)							$	100,965
Accrued discounts/premiums								806
Realized gain/loss								497
Change in unrealized appreciation/depreciation ***								15,338
Net purchases/sales								180,364

Balance as of April 30, 2010 (market value)							$	297,970

121

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


	Pro-Blend ^® Extended Term Series
Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	452,133,756	$	451,723,380	$	410,376	$	—
Preferred securities		3,195,296		203,519		2,991,777		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		178,908,956		—		178,908,956		—
Foreign government bonds		989,838		—		989,838		—
Corporate debt		143,144,705		—		142,824,308		320,397
Convertible corporate debt		2,760,525		—		2,760,525		—
Asset backed securities		497,447		—		497,447		—
Mutual funds		31,711,277		31,711,277		—		—
Other financial instruments**		—		—		—		—

Total	$	813,341,800	$	483,638,176	$	329,383,227	$	320,397

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, 2009 (market value)							$	144,236
Accrued discounts/premiums								1,059
Realized gain/loss								534
Change in unrealized appreciation/depreciation ***								19,929
Net purchases/sales								154,639

Balance as of April 30, 2010 (market value)							$	320,397


	Pro-Blend ^® Maximum Term Series
Description	4/30/10		Level 1		Level 2		Level 3
Equity securities*	$	618,104,960	$	617,556,035	$	548,925	$	—
Preferred securities		202,984		202,984		—		—
Debt Securities:
U.S. Treasury and other U.S. Government agencies		53,716,797		—		53,716,797		—
Mutual funds		10,836,811		10,836,811		—		—
Other financial instruments**		—		—		—		—

Total	$	682,861,552	$	628,595,830	$	54,265,722	$	—

122

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

There were no Level 3 securities held by Pro-Blend^® Maximum Term Series as of October 31, 2009 or April 30, 2010.

*Includes common stock, warrants and rights. Please see the Investment Portfolio for each Series 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 April 30, 2010, Pro-Blend^® Maximum Term Series did not hold any derivative instruments.

***The change in unrealized appreciation (depreciation) on securities still held at April 30, 2010 for the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series was $7,356, $15,338 and $19,929, respectively, which is included in the related net change in unrealized appreciation/depreciation on the Statements of Operations.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

123

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Forward Foreign Currency Exchange Contracts

The Series may purchase or sell forward foreign currency exchange contracts in order to hedge a portfolio position or specific transaction. Risks may arise if the counterparties to a contract are unable to meet the terms of the contract or if the value of the foreign currency moves unfavorably.

All forward foreign currency exchange contracts are adjusted daily by the exchange rate of the underlying currency and, for financial statement purposes, any gain or loss is recorded as unrealized gain or loss until a contract has been closed. Realized and unrealized gain or loss arising from a transaction is included in net realized and unrealized gain (loss) on investments.

Each Series may regularly trade forward foreign currency exchange contracts with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to changes in foreign currency exchange rates.

The notional or contractual amount of these instruments represents the investment the Series have in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. Investments in forward foreign currency exchange contacts held by each Series, if any, on April 30, 2010 are shown at the end of each Investment Portfolio, which is indicative of volume of derivative activity during the period.

Securities Purchased on a When-Issued Basis or Forward Commitment

Each Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series account for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in each applicable Series’ Investment Portfolio. None of the Series had TBA dollar rolls outstanding as of April 30, 2010.

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.

124

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which 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.

125

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

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.

The Advisor has contractually agreed, until at least February 28, 2011, 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^® Conservative Term Series Class C		0.80%
Pro-Blend^® Moderate Term Series Class S		0.95%
Pro-Blend^® Moderate Term Series Class I		0.85%
Pro-Blend^® Moderate Term Series Class C		0.95%
Pro-Blend^® Extended Term Series Class S		0.95%
Pro-Blend^® Extended Term Series Class I		0.85%
Pro-Blend^® Extended Term Series Class C		0.95%
Pro-Blend^® Maximum Term Series Class S		0.95%
Pro-Blend^® Maximum Term Series Class I		0.85%
Pro-Blend^® Maximum Term Series Class C		0.95%

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, 1.70% for Pro-Blend^® Conservative Term Series Class C, 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 and 1.85% for Pro-Blend^® Moderate Term Series Class C, Pro-Blend^® Extended Term Series Class C and Pro-Blend^® Maximum Term Series Class C, of the Class’ average daily net assets. The Advisor may change or eliminate all or part of its voluntary waiver at any time. For the six months ended April 30, 2010, the Advisor waived the following amounts which are included as a reduction of expenses on the Statements of Operations:

126

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)


Series/Class		Waiver Amount
Pro-Blend^® Conservative Term Series Class S		$616
Pro-Blend^® Conservative Term Series Class I		137
Pro-Blend^® Conservative Term Series Class C		19
Pro-Blend^® Moderate Term Series Class S		520
Pro-Blend^® Moderate Term Series Class I		228
Pro-Blend^® Moderate Term Series Class C		10
Pro-Blend^® Extended Term Series Class S		593
Pro-Blend^® Extended Term Series Class I		156
Pro-Blend^® Extended Term Series Class C		9
Pro-Blend^® Maximum Term Series Class S		610
Pro-Blend^® Maximum Term Series Class I		146
Pro-Blend^® Maximum Term Series Class C		57

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. Each Series compensates the distributor for distributing and servicing the Series’ 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 1.00% of average daily net assets attributable to Class C shares. There are no distribution and services fees on the Class S or Class I shares of each Series. The fees are accrued daily and paid monthly.

For fund accounting and transfer agent services through November 7, 2009, the Fund paid 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, were 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 (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 the sub-accountant and sub-transfer agent.

127

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2010, 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	$	128,911,227	$	61,455,871	$	41,719,076	$	840,357
Pro-Blend^® Moderate Term Series		274,339,590		137,170,586		93,916,635		5,663,852
Pro-Blend^® Extended Term Series		209,692,002		69,382,520		143,906,818		9,207,848
Pro-Blend^® Maximum Term Series		248,107,897		31,020,278		168,021,879		-

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class S, Class I and Class C shares:


Pro-Blend^® Conservative Term Series Class S:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	15,661,412		$	195,453,789		21,638,922		$	253,078,774
Reinvested	287,977			3,544,999		255,888			2,852,616
Repurchased	(4,485,104	)		(55,943,257	)	(7,514,628	)		(85,449,982	)

Total	11,464,285		$	143,055,531		14,380,182		$	170,481,408


Pro-Blend^® Conservative Term Series Class I:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	1,311,958		$	13,426,958		12,753,291		$	123,336,525
Reinvested	73,445			746,199		5,873			55,829
Repurchased	(601,349	)		(6,173,770	)	(3,281,035	)		(33,032,962	)

Total	784,054			7,999,387		9,478,129		$	90,359,392


Pro-Blend^® Conservative Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 4/30/10
	Shares		Amount
Sold	468,864		$	4,757,175
Reinvested	-			-
Repurchased	(9,702	)		(99,627	)

Total	459,162		$	4,657,548

128

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


Pro-Blend^® Moderate Term Series Class S:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	16,133,641		$	194,728,116		21,461,762		$	231,679,727
Reinvested	303,835			3,615,638		441,147			4,403,673
Repurchased	(5,758,893	)		(69,641,470	)	(8,747,293	)		(91,994,252	)

Total	10,678,583		$	128,702,284		13,155,616		$	144,089,148


Pro-Blend^® ModerateTerm Series Class I:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	20,567,838		$	202,306,636		5,930,221		$	53,443,816
Reinvested	33,293			324,267		4,353			37,717
Repurchased	(1,293,642	)		(12,846,428	)	(1,343,646	)		(12,777,158	)

Total	19,307,489		$	189,784,475		4,590,928		$	40,704,375


Pro-Blend^® Moderate Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 4/30/10
	Shares		Amount
Sold	1,034,908		$	10,508,489
Reinvested	-			-
Repurchased	(1,076	)		(11,036	)

Total	1,033,832		$	10,497,453


Pro-Blend^® Extended Term Series Class S:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	9,082,043		$	127,714,687		13,079,024		$	157,628,794
Reinvested	311,359			4,293,646		659,575			7,271,279
Repurchased	(4,119,918	)		(58,035,996	)	(11,496,524	)		(131,007,040	)

Total	5,273,484		$	73,972,337		2,242,075		$	33,893,033


Pro-Blend^® Extended Term Series Class I:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	7,897,883		$	75,179,410		13,533,251		$	113,607,736
Reinvested	82,911			774,388		16,605			133,670
Repurchased	(1,778,783	)		(16,967,747	)	(2,886,283	)		(25,332,208	)

Total	6,202,011		$	58,986,051		10,663,573		$	88,409,198

129

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


Pro-Blend^® Extended Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 4/30/10
	Shares		Amount
Sold	954,464		$	9,705,037
Reinvested	-			-
Repurchased	(1,830	)		(18,681	)

Total	952,634			9,686,356


Pro-Blend^® Maximum Term Series Class S:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	7,041,992		$	103,462,471		12,286,406		$	144,482,110
Reinvested	51,392			731,825		314,130			3,280,777
Repurchased	(4,737,407	)		(68,784,017	)	(9,095,502	)		(101,912,603	)

Total	2,355,977		$	35,410,279		3,505,034		$	45,850,284


Pro-Blend^® Maximum Term Series Class I:	For the Six Months Ended 4/30/10					For the Year Ended 10/31/09
	Shares		Amount			Shares		Amount
Sold	7,935,257		$	75,675,243		6,367,312		$	47,837,218
Reinvested	14,883			137,670		14,888			108,194
Repurchased	(862,509	)		(8,172,807	)	(717,412	)		(5,036,799	)

Total	7,087,631		$	67,640,106		5,664,788		$	42,908,613


Pro-Blend^® Maximum Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 4/30/10
	Shares		Amount
Sold	232,692		$	2,372,578
Reinvested	-			-
Repurchased	(770	)		(7,998	)

Total	231,922		$	2,364,580

At April 30, 2010, 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	82,881	0.2%	$	873,565
Pro-Blend^® Moderate Term Series	218,012	0.3%		2,228,079
Pro-Blend^® Extended Term Series	1,344,745	2.2%		13,353,315
Pro-Blend^® Maximum Term Series	1,394,893	2.9%		13,907,081

130

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)

In addition, one shareholder owned 16,566,172 shares of Pro-Blend^® Moderate Term Series (23.72% of shares outstanding) valued at $169,306,278. Investment activities of this shareholder my have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

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


	Pro-Blend ^® Conservative Term Series		Pro-Blend ^® Moderate Term Series		Pro-Blend ^® Extended Term Series		Pro-Blend ^® Maximum Term Series
Ordinary income	$	3,190,937	$	4,556,112	$	7,669,280	$	3,486,615

131

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2009, each Series had a capital loss carryover, disclosed below, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire 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


	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	$	567,259,308		$	768,619,117		$	753,941,827		$	620,982,433
Unrealized appreciation	$	30,687,800		$	53,577,565		$	81,327,903		$	83,394,849
Unrealized depreciation		(3,692,105	)		(11,851,248	)		(21,927,930	)		(21,515,730	)

Net unrealized appreciation	$	26,995,695		$	41,726,317		$	59,399,973		$	61,879,119

9.	SUBSEQUENT EVENTS

132

Renewal of Investment Advisory Agreement (unaudited)

•

133

Renewal of Investment Advisory Agreement (unaudited)

•

134

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


By phone		1-800-466-3863
On the SEC’s web site		http://www.sec.gov
On the Advisor’s web site		http://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-04/10-SAR

ITEM 2: CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

(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)

Not applicable for Semi-Annual Reports.

(a)(2)

Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3)

Not applicable.

(b)

A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

June 29, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

June 29, 2010

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

June 29, 2010

Loss Carryover

Expiration Date

$36,496,456

October 31, 2016

$43,011,164

October 31, 2017