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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2010

Date of reporting period: November 1, 2010 through April 30, 2011

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.

EQUITY SERIES

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, 2010 to April 30, 2011).

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 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period* 11/1/10-4/30/11
Actual		$	1,000.00		$	1,153.90		$	5.61
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, 2011 (unaudited)

2

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 95.3%
Consumer Discretionary - 13.7%
Diversified Consumer Services - 1.0%
Capella Education Co.*		132,750		$	6,584,400
DeVry, Inc.		124,120			6,565,948
Strayer Education, Inc.		51,590			6,390,969
					19,541,317
Hotels, Restaurants & Leisure - 1.4%
Carnival Corp.		771,090			29,355,396
Media - 8.4%
Discovery Communications, Inc. - Class A*		668,330			29,580,286
News Corp. - Class A		1,459,200			26,002,944
Time Warner, Inc.		1,348,150			51,040,959
The Walt Disney Co.		718,870			30,983,297
The Washington Post Co. - Class B		84,460			36,816,114
					174,423,600
Multiline Retail - 1.8%
Kohl’s Corp.		220,190			11,606,215
Nordstrom, Inc.		538,070			25,585,229
					37,191,444
Specialty Retail - 1.1%
Dick’s Sporting Goods, Inc.*		549,140			22,476,300
Total Consumer Discretionary					282,988,057
Consumer Staples - 11.7%
Beverages - 3.3%
The Coca-Cola Co.		511,250			34,488,925
PepsiCo, Inc.		503,270			34,670,270
					69,159,195
Food & Staples Retailing - 3.3%
The Kroger Co.		1,381,080			33,574,055
Safeway, Inc.		1,424,840			34,637,860
					68,211,915
Food Products - 5.1%
General Mills, Inc.		869,770			33,555,727
H.J. Heinz Co.		416,020			21,312,705
Kellogg Co.		285,270			16,337,413
Kraft Foods, Inc. - Class A		990,630			33,265,355
					104,471,200
Total Consumer Staples					241,842,310

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy - 6.9%
Energy Equipment & Services - 4.5%
Baker Hughes, Inc.		695,520		$	53,840,203
Weatherford International Ltd. (Switzerland)*		1,765,600			38,101,648
					91,941,851
Oil, Gas & Consumable Fuels - 2.4%
Hess Corp.		588,130			50,555,655
Total Energy					142,497,506
Financials - 11.1%
Capital Markets - 7.2%
The Bank of New York Mellon Corp.1		1,797,050			52,042,568
The Charles Schwab Corp.		2,217,110			40,595,284
Northern Trust Corp.		508,820			25,435,912
State Street Corp.		672,370			31,298,823
					149,372,587
Consumer Finance - 1.6%
American Express Co.		674,290			33,094,153
Diversified Financial Services - 1.3%
CME Group, Inc.		87,440			25,862,129
Real Estate Investment Trusts (REITS) - 1.0%
Alexandria Real Estate Equities, Inc.		51,390			4,221,689
BioMed Realty Trust, Inc.		212,720			4,220,365
Corporate Office Properties Trust		106,280			3,742,119
Digital Realty Trust, Inc.		66,280			3,999,335
DuPont Fabros Technology, Inc.		162,910			3,984,778
					20,168,286
Total Financials					228,497,155
Health Care - 12.0%
Biotechnology - 0.5%
United Therapeutics Corp.*		150,430			10,072,793
Health Care Equipment & Supplies - 8.3%
Alere, Inc.*		1,695,990			62,989,069
Becton, Dickinson and Co.		604,820			51,978,231
Boston Scientific Corp.*		3,452,060			25,855,929
Gen-Probe, Inc.*		356,230			29,538,592
					170,361,821
Health Care Technology - 3.2%
Cerner Corp.*		557,840			67,041,211
Total Health Care					247,475,825

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials - 16.5%
Aerospace & Defense - 2.5%
The Boeing Co.		406,860		$	32,459,291
Spirit Aerosystems Holdings, Inc. - Class A*		787,840			19,380,864
					51,840,155
Air Freight & Logistics - 3.7%
FedEx Corp.		333,520			31,907,858
United Parcel Service, Inc. - Class B		589,720			44,211,308
					76,119,166
Airlines - 2.4%
Southwest Airlines Co.		2,522,800			29,642,900
United Continental Holdings, Inc.*		422,420			9,639,624
US Airways Group, Inc.*		1,119,690			10,177,982
					49,460,506
Commercial Services & Supplies - 1.0%
Waste Management, Inc.		526,650			20,781,609
Construction & Engineering - 2.2%
Quanta Services, Inc.*		1,096,420			23,770,386
The Shaw Group, Inc.*		562,360			21,875,804
					45,646,190
Machinery - 1.9%
Flowserve Corp.		123,090			15,585,656
Pall Corp.		387,010			22,616,864
					38,202,520
Professional Services - 1.0%
Manpower, Inc.		325,730			21,579,613
Road & Rail - 1.8%
Norfolk Southern Corp.		486,490			36,331,073
Total Industrials					339,960,832
Information Technology - 18.1%
Communications Equipment - 4.6%
Cisco Systems, Inc.		2,767,560			48,598,354
Juniper Networks, Inc.*		398,180			15,262,239
QUALCOMM, Inc.		559,450			31,799,138
					95,659,731
Computers & Peripherals - 2.0%
EMC Corp.*		1,467,620			41,592,351
Electronic Equipment, Instruments & Components - 0.5%
Amphenol Corp. - Class A		172,940			9,669,075

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services - 2.6%
Google, Inc. - Class A*		100,370		$	54,611,317
IT Services - 6.8%
Automatic Data Processing, Inc.		645,040			35,057,924
MasterCard, Inc. - Class A		122,680			33,846,185
Visa, Inc. - Class A		400,940			31,321,433
The Western Union Co.		1,901,780			40,412,825
					140,638,367
Software - 1.6%
Autodesk, Inc.*		718,970			32,339,271
Total Information Technology					374,510,112
Materials - 5.3%
Chemicals - 2.2%
Monsanto Co.		679,010			46,199,840
Construction Materials - 1.4%
Eagle Materials, Inc.		501,110			14,577,290
Martin Marietta Materials, Inc.		79,480			7,247,781
Vulcan Materials Co.		155,280			7,018,656
					28,843,727
Containers & Packaging - 1.7%
Owens-Illinois, Inc.*		1,174,140			34,836,734
Total Materials					109,880,301
TOTAL COMMON STOCKS (Identified Cost $1,604,758,185)					1,967,652,098
SHORT-TERM INVESTMENTS - 2.4%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.10% (Identified Cost $50,156,531)		50,156,531			50,156,531
TOTAL INVESTMENTS - 97.7% (Identified Cost $1,654,914,716)					2,017,808,629
OTHER ASSETS, LESS LIABILITIES - 2.3%					47,390,216
NET ASSETS - 100%				$	2,065,198,845

* Non-income producing security

¹  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

²  Rate shown is the current yield as of April 30, 2011.

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

Statement of Assets and Liabilities (unaudited)

April 30, 2011

ASSETS:
Investments, at value (identified cost $1,654,914,716) (Note 2)	$	2,017,808,629
Receivable for securities sold		40,544,016
Receivable for fund shares sold		10,145,583
Dividends receivable		871,875
TOTAL ASSETS		2,069,370,103
LIABILITIES:
Accrued management fees (Note 3)		1,618,473
Accrued fund accounting and administration fees (Note 3)		41,839
Accrued transfer agent fees (Note 3)		12,979
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for fund shares repurchased		2,436,695
Other payables and accrued expenses		61,003
TOTAL LIABILITIES		4,171,258
TOTAL NET ASSETS	$	2,065,198,845
NET ASSETS CONSIST OF:
Capital stock	$	1,002,040
Additional paid-in-capital		1,670,296,434
Undistributed net investment income		569,564
Accumulated net realized gain on investments		30,436,894
Net unrealized appreciation on investments		362,893,913
TOTAL NET ASSETS	$	2,065,198,845
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class  A ($2,065,198,845/100,203,986 shares)	$	20.61

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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Dividends	$	12,854,050
EXPENSES:
Management fees (Note 3)		9,101,430
Transfer agent fees (Note 3)		225,083
Fund accounting and administration fees (Note 3)		126,344
Directors’ fees (Note 3)		24,273
Chief Compliance Officer service fees (Note 3)		1,382
Custodian fees		38,107
Miscellaneous		111,197
Total Expenses		9,627,816
Less reduction of expenses (Note 3)		(71,315	)
Net Expenses		9,556,501
NET INVESTMENT INCOME		3,297,549
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		59,233,971
Net change in unrealized appreciation on investments		191,887,241
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		251,121,212
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	254,418,761

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

Statements of Changes in Net Assets

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	3,297,549			$	2,152,482
Net realized gain on investments			59,233,971				68,753,804
Net change in unrealized appreciation (depreciation) on investments			191,887,241				106,441,527
Net increase from operations			254,418,761				177,347,813
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(4,615,453	)			(1,082,233	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			236,072,893				400,013,978
Net increase in net assets			485,876,201				576,279,558
NET ASSETS:
Beginning of period			1,579,322,644				1,003,043,086
End of period (including undistributed net investment income of $569,564 and $1,887,468, respectively)		$	2,065,198,845			$	1,579,322,644

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

Financial Highlights

	For the Six Months  Ended 4/30/11 (unaudited)			For the Years Ended
				10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	17.91		$	15.55		$	13.34		$	21.43		$	19.19		$	17.24
Income (loss) from investment operations:
Net investment income		0.04	1		0.03	1		0.04	1		0.07			0.06			0.04
Net realized and unrealized gain (loss) on investments		2.71			2.35			2.24			(7.35	)		2.65			3.25
Total from investment operations		2.75			2.38			2.28			(7.28	)		2.71			3.29
Less distributions to shareholders:
From net investment income		(0.05	)		(0.02	)		(0.07	)		(0.07	)		(0.05	)		—
From net realized gain on investments		—			—			—			(0.74	)		(0.42	)		(1.34	)
Total distributions to shareholders		(0.05	)		(0.02	)		(0.07	)		(0.81	)		(0.47	)		(1.34	)
Net asset value - End of period	$	20.61		$	17.91		$	15.55		$	13.34		$	21.43		$	19.19
Net assets - End of period (000’s omitted)	$	2,065,199		$	1,579,323		$	1,003,043		$	501,583		$	191,026		$	8,310
Total return2		15.39	%		15.29	%		17.23	%		(35.09	%)		14.37	%		20.36	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%3		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		0.36	%3		0.17	%		0.26	%		0.56	%		0.45	%		0.35	%
Portfolio turnover		17	%		56	%		50	%		63	%		44	%		55	%
*       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:
		0.01	%3		0.02	%		0.06	%		0.06	%		0.11	%		1.24	%

¹  Calculated based on average shares outstanding during the periods.

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

³  Annualized.

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, 2011, 6.4 billion shares have been designated in total among 31 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, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	282,988,057		$	282,988,057		$	—		$	—
Consumer Staples			241,842,310			241,842,310			—			—
Energy			142,497,506			142,497,506			—			—
Financials			228,497,155			228,497,155			—			—
Health Care			247,475,825			247,475,825			—			—
Industrials			339,960,832			339,960,832			—			—
Information Technology			374,510,112			374,510,112			—			—
Materials			109,880,301			109,880,301			—			—
Preferred securities			—			—			—			—
Debt securities			—			—			—			—
Mutual funds			50,156,531			50,156,531			—			—
Other financial instruments**			—			—			—			—
Total assets			2,017,808,629			2,017,808,629			—			—
Liabilities:
Other financial instruments**			—			—			—			—
Total liabilities			—			—			—			—
Total		$	2,017,808,629		$	2,017,808,629		$	—		$	—

* Includes common stock, warrants and rights.

** 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, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2010 or April 30, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

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.

12

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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.

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, 2011, 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, 2007 through October 31, 2010. 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.

13

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 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 plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2012, 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 $71,315 for the six months ended April 30, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration 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. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction- and cusip-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.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $551,241,495, and $298,465,593, 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 Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		21,822,886			$	427,907,517			41,139,303			$	693,732,694
Reinvested		106,294				2,006,821			26,609				443,305
Repurchased		(9,925,929	)			(193,841,445	)		(17,450,351	)			(294,162,021	)
Total		12,003,251			$	236,072,893			23,715,561			$	400,013,978

At April 30, 2011, the retirement plan of the Advisor and its affiliates owned 189,608 shares of the Series (0.2% of shares outstanding) valued at $3,907,817.

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, which 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, 2011.

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. 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.

15

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 paid for the year ended October 31, 2010 was as follows:

Ordinary income $ 1,082,233

At October 31, 2010, the Series has a capital loss carryover of $17,391,445, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2017.

At April 30, 2011, 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	$	1,666,151,596
Unrealized appreciation	$	374,740,865
Unrealized depreciation		(23,083,832	)
Net unrealized appreciation	$	351,657,033

16

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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 Pro-Blend’s Class R and Class C, and Target 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 30th is available, without charge, upon request:

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNEQY-4/11-SAR

TAX MANAGED SERIES

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, 2010 to April 30, 2011).

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 11/1/10			Ending Account Value 4/30/11			Expenses Paid During  Period* 11/1/10-4/30/11
Actual		$	1,000.00		$	1,156.80		$	6.42
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, 2011 (unaudited)

2

Investment Portfolio - April 30, 2011 (unaudited)

	Shares			Value (Note 2)
COMMON STOCKS - 94.9%
Consumer Discretionary - 10.8%
Diversified Consumer Services - 0.5%
DeVry, Inc.			3,460		$	183,034
Strayer Education, Inc.			1,070			132,552
						315,586
Hotels, Restaurants & Leisure - 1.3%
Carnival Corp.			20,050			763,304
Media - 8.1%
Discovery Communications, Inc. - Class A*			15,420			682,489
Liberty Global, Inc. - Class A*			9,860			458,490
Mediaset S.p.A. (Italy)1			35,930			239,381
Time Warner, Inc.			33,280			1,259,981
Virgin Media, Inc. (United Kingdom)			16,000			484,160
The Walt Disney Co.			17,460			752,526
The Washington Post Co. - Class B			2,020			880,518
						4,757,545
Specialty Retail - 0.9%
Dick’s Sporting Goods, Inc.*			12,340			505,076
Total Consumer Discretionary						6,341,511
Consumer Staples - 12.5%
Beverages - 3.7%
Anheuser-Busch InBev N.V. (Belgium)1			13,930			888,985
The Coca-Cola Co.			10,250			691,465
PepsiCo, Inc.			8,530			587,632
						2,168,082
Food & Staples Retailing - 2.0%
The Kroger Co.			24,220			588,788
Safeway, Inc.			24,240			589,274
						1,178,062
Food Products - 5.9%
General Mills, Inc.			22,120			853,390
Kellogg Co.			5,900			337,893
Kraft Foods, Inc. - Class A		��	23,730			796,853
Nestle S.A. (Switzerland)1			11,650			723,097
Unilever plc - ADR (United Kingdom)			21,980			715,889
						3,427,122
Personal Products - 0.9%
Beiersdorf AG (Germany)1			8,000			521,010
Total Consumer Staples						7,294,276

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy - 8.4%
Energy Equipment & Services - 5.2%
Baker Hughes, Inc.		15,320		$	1,185,921
Schlumberger Ltd.		9,100			816,725
Weatherford International Ltd. (Switzerland)*		49,520			1,068,642
					3,071,288
Oil, Gas & Consumable Fuels - 3.2%
Cameco Corp. (Canada)		28,470			839,296
Hess Corp.		11,800			1,014,328
					1,853,624
Total Energy					4,924,912
Financials - 11.5%
Capital Markets - 6.4%
The Bank of New York Mellon Corp.2		42,210			1,222,402
The Charles Schwab Corp.		81,610			1,494,279
Northern Trust Corp.		7,920			395,921
State Street Corp.		13,090			609,339
					3,721,941
Commercial Banks - 1.2%
Banco Santander S.A. (Spain)1		52,760			673,771
Consumer Finance - 1.8%
American Express Co.		21,800			1,069,944
Diversified Financial Services - 2.1%
CME Group, Inc.		2,220			656,609
Deutsche Boerse AG (Germany)1		7,240			601,057
					1,257,666
Total Financials					6,723,322
Health Care - 10.7%
Health Care Equipment & Supplies - 5.8%
Alere, Inc.*		30,070			1,116,800
Becton, Dickinson and Co.		6,910			593,845
Boston Scientific Corp.*		112,510			842,700
Gen-Probe, Inc.*		10,300			854,076
					3,407,421
Health Care Technology - 2.7%
Cerner Corp.*		13,300			1,598,394
Life Sciences Tools & Services - 2.2%
Lonza Group AG (Switzerland)*1		2,960			254,553
QIAGEN N.V. (Netherlands)*		16,670			356,238

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services (continued)
Thermo Fisher Scientific, Inc.*		10,740		$	644,293
					1,255,084
Total Health Care					6,260,899
Industrials - 15.8%
Aerospace & Defense - 2.0%
The Boeing Co.		8,230			656,589
Spirit Aerosystems Holdings, Inc. - Class A*		21,270			523,242
					1,179,831
Air Freight & Logistics - 2.9%
FedEx Corp.		7,040			673,517
United Parcel Service, Inc. - Class B		13,600			1,019,592
					1,693,109
Airlines - 2.2%
Ryanair Holdings plc - ADR (Ireland)		16,750			510,540
Southwest Airlines Co.		65,050			764,338
					1,274,878
Commercial Services & Supplies - 1.0%
Waste Management, Inc.		14,730			581,246
Construction & Engineering - 1.9%
Quanta Services, Inc.*		25,910			561,729
The Shaw Group, Inc.*		14,090			548,101
					1,109,830
Machinery - 2.1%
Flowserve Corp.		2,630			333,011
Pall Corp.		15,660			915,170
					1,248,181
Professional Services - 2.6%
Manpower, Inc.		14,920			988,450
Randstad Holding N.V. (Netherlands)1		9,340			525,473
					1,513,923
Road & Rail - 1.1%
Norfolk Southern Corp.		8,490			634,033
Total Industrials					9,235,031
Information Technology - 20.4%
Communications Equipment - 5.4%
Cisco Systems, Inc.		56,350			989,506
Juniper Networks, Inc.*		10,610			406,681

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Communications Equipment (continued)
QUALCOMM, Inc.		14,810		$	841,800
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		61,860			940,272
					3,178,259
Computers & Peripherals - 2.2%
EMC Corp.*		45,920			1,301,373
Electronic Equipment, Instruments & Components - 0.8%
Amphenol Corp. - Class A		8,500			475,235
Internet Software & Services - 3.0%
Google, Inc. - Class A*		2,470			1,343,927
VistaPrint N.V. (Netherlands)*		7,080			385,152
					1,729,079
IT Services - 7.2%
Accenture plc - Class A (Ireland)		11,660			666,136
Amadeus IT Holding S.A. - Class A (Spain)1		13,600			285,030
Automatic Data Processing, Inc.		15,070			819,054
MasterCard, Inc. - Class A		2,880			794,563
Visa, Inc. - Class A		9,860			770,263
The Western Union Co.		40,430			859,138
					4,194,184
Semiconductors & Semiconductor Equipment - 0.4%
Advantest Corp. (Japan)1		12,400			246,434
Software - 1.4%
Autodesk, Inc.*		18,200			818,636
Total Information Technology					11,943,200
Materials - 4.4%
Chemicals - 2.5%
Monsanto Co.		16,530			1,124,701
Syngenta AG (Switzerland)1		1,020			360,730
					1,485,431
Construction Materials - 1.0%
Martin Marietta Materials, Inc.		2,060			187,851
Vulcan Materials Co.		8,660			391,432
					579,283
Containers & Packaging - 0.9%
Owens-Illinois, Inc.*		17,640			523,379
Total Materials					2,588,093

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 0.4%
Diversified Telecommunication Services - 0.4%
Telenor ASA (Norway)1		14,000		$	241,860
TOTAL COMMON STOCKS (Identified Cost $42,228,586)					55,553,104
SHORT-TERM INVESTMENTS - 5.0%
Dreyfus Cash Management, Inc. - Institutional Shares3 , 0.10% (Identified Cost $2,943,795)		2,943,795			2,943,795
TOTAL INVESTMENTS - 99.9% (Identified Cost $45,172,381)					58,496,899
OTHER ASSETS, LESS LIABILITIES - 0.1%					74,539
NET ASSETS - 100%				$	58,571,438

ADR - American Depository Receipt

* Non-income producing security

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³  Rate shown is the current yield as of April 30, 2011.

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

Statement of Assets and Liabilities (unaudited)

April 30, 2011

ASSETS:
Investments, at value (identified cost $45,172,381) (Note 2)	$	58,496,899
Receivable for fund shares sold		141,274
Dividends receivable		73,133
Foreign tax reclaims receivable		24,419
Prepaid and other expenses		2,809
TOTAL ASSETS		58,738,534
LIABILITIES:
Accrued management fees (Note 3)		46,121
Accrued transfer agent fees (Note 3)		2,094
Accrued fund accounting and administration fees (Note 3)		1,207
Accrued directors’ fees (Note 3)		664
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for fund shares repurchased		98,192
Audit fees payable		18,549
TOTAL LIABILITIES		167,096
TOTAL NET ASSETS	$	58,571,438
NET ASSETS CONSIST OF:
Capital stock	$	20,305
Additional paid-in-capital		47,294,842
Undistributed net investment income		56,708
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(2,128,635	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		13,328,218
TOTAL NET ASSETS	$	58,571,438
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($58,571,438/2,030,496 shares)	$	28.85

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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $15,669)	$	404,980
EXPENSES:
Management fees (Note 3)		257,770
Fund accounting and administration fees (Note 3)		16,987
Transfer agent fees (Note 3)		4,378
Chief Compliance Officer service fees (Note 3)		1,383
Directors’ fees (Note 3)		744
Custodian fees		2,161
Miscellaneous		31,547
Total Expenses		314,970
Less reduction of expenses (Note 3)		(5,645	)
Net Expenses		309,325
NET INVESTMENT INCOME		95,655
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		882,584
Foreign currency and translation of other assets and liabilities		1,066
		883,650
Net change in unrealized appreciation on-
Investments		6,452,846
Foreign currency and translation of other assets and liabilities		2,050
		6,454,896
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		7,338,546
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,434,201

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

Statements of Changes in Net Assets

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	95,655			$	102,043
Net realized gain on investments and foreign currency			883,650				1,665,794
Net change in unrealized appreciation (depreciation) on investments and foreign currency			6,454,896				3,915,862
Net increase from operations			7,434,201				5,683,699
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(135,784	)			(50,092	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			5,997,248				10,383,291
Net increase in net assets			13,295,665				16,016,898
NET ASSETS:
Beginning of period			45,275,773				29,258,875
End of period (including undistributed net investment income of $56,708 and $96,837, respectively)		$	58,571,438			$	45,275,773

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

Financial Highlights

	For the Six Months Ended 4/30/11 (unaudited)				For the Years Ended
					10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	25.01			$	21.32			$	18.26			$	28.44			$	27.01			$	25.60
Income (loss) from investment operations:
Net investment income			0.05	1			0.06	1			0.06	1			0.12				0.08				0.13
Net realized and unrealized gain (loss) on investments			3.86				3.67				3.11				(9.42	)			3.44				4.41
Total from investment operations			3.91				3.73				3.17				(9.30	)			3.52				4.54
Less distributions to shareholders:
From net investment income			(0.07	)			(0.04	)			(0.11	)			(0.09	)			(0.14	)			(0.06	)
From net realized gain on investments			—				—				—				(0.79	)			(1.95	)			(3.07	)
Total distributions to shareholders			(0.07	)			(0.04	)			(0.11	)			(0.88	)			(2.09	)			(3.13	)
Net asset value - End of period		$	28.85			$	25.01			$	21.32			$	18.26			$	28.44			$	27.01
Net assets - End of period (000’s omitted)		$	58,571			$	45,276			$	29,259			$	15,530			$	25,695			$	7,585
Total return2			15.68	%			17.50	%			17.57	%			(33.62	%)			13.65	%			20.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.20	%3			1.20	%			1.20	%			1.20	%			1.20	%			1.20	%
Net investment income			0.37	%3			0.28	%			0.31	%			0.44	%			0.38	%			0.54	%
Portfolio turnover			15	%			56	%			48	%			96	%			65	%			61	%
*       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:
			0.02	%3			0.14	%			0.24	%			0.20	%			0.25	%			0.78	%

¹  Calculated based on average shares outstanding during the periods.

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

³  Annualized.

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, 2011, 6.4 billion shares have been designated in total among 31 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

Securities for which representative valuations or prices are not available from the Fund’s pricing service may be valued at fair value. Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”). In accordance with the procedures approved by the Board, certain securities trading outside the U.S. whose values were adjusted following the close of local trading use a factor from a third party vendor to the extent available. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security, where a factor from a third party vendor is provided as a Level 2 security.

12

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of April 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	6,341,511		$	6,102,130		$	239,381		$	—
Consumer Staples			7,294,276			5,161,184			2,133,092			—
Energy			4,924,912			4,924,912			—			—
Financials			6,723,322			5,448,494			1,274,828			—
Health Care			6,260,899			6,006,346			254,553			—
Industrials			9,235,031			8,709,558			525,473			—
Information Technology			11,943,200			11,411,736			531,464			—
Materials			2,588,093			2,227,363			360,730			—
Telecommunication Services			241,860			—			241,860			—
Preferred securities			—			—			—			—
Debt securities			—			—			—			—
Mutual funds			2,943,795			2,943,795			—			—
Other financial instruments**			—			—			—			—
Total assets			58,496,899			52,935,518			5,561,381			—
Liabilities:
Other financial instruments**			—			—			—			—
Total liabilities			—			—			—			—
Total		$	58,496,899		$	52,935,518		$	5,561,381		$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for foreign securities where values were adjusted following the close of local trading using a factor from a third party vendor. 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, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2010 or April 30, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

13

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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.

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2011, 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, 2007 through October 31, 2010. 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.

14

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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 plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2012, 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 $5,645 for the six months ended April 30, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund

15

Notes to Financial Statements (unaudited)

3. TRANSACTIONS WITH AFFILIATES (continued)

accounting and administration 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. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction- and cusip-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.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $12,062,063 and $7,581,201, 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 Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		359,557			$	9,799,473			775,764			$	18,247,624
Reinvested		1,542				40,496			692				15,838
Repurchased		(141,210	)			(3,842,721	)		(338,176	)			(7,880,171	)
Total		219,889			$	5,997,248			438,280			$	10,383,291

At April 30, 2011, one omnibus account owned 1,217,460 shares of the Series (60.0% of shares outstanding) valued at $35,123,713. Investment activities of this shareholder may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which 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, 2011.

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.

16

Notes to Financial Statements (unaudited)

8. FEDERAL INCOME TAX INFORMATION

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2010 was as follows:

Ordinary income $  50,092

At October 31, 2010, the Series has a capital loss carryover of $2,910,992, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire as follows:

Loss Carryover		Expiration Date
$	1,141,000	October 31, 2016
$	1,769,992	October 31, 2017

At April 30, 2011, 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	$	45,273,674
Unrealized appreciation	$	13,440,069
Unrealized depreciation		(216,844	)
Net unrealized appreciation	$	13,223,225

17

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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

18

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 Pro-Blend’s Class R and Class C, and Target 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.

19

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20

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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

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.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNTAX-4/11-SAR

TARGET INCOME SERIES

TARGET 2010 SERIES

TARGET 2020 SERIES

TARGET 2030 SERIES

TARGET 2040 SERIES

TARGET 2050 SERIES

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 six month period (November 1, 2010 to April 30, 2011).

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 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense  Ratio2
Target Income
Actual (Class K)		$	1,000.00		$	1,036.70		$	1.51		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,035.20		$	2.78		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,032.60		$	5.29		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,037.90		$	0.25		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%

1

Shareholder Expense Example (unaudited)

	Beginning Account Value 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense  Ratio2
Target 2010
Actual (Class K)		$	1,000.00		$	1,069.30		$	1.54		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,067.60		$	2.82		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,065.20		$	5.38		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,071.40		$	0.26		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%
	Beginning Account Value 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense Ratio2
Target 2020
Actual (Class K)		$	1,000.00		$	1,094.30		$	1.56		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,092.90		$	2.85		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,089.80		$	5.44		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,095.30		$	0.26		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%
	Beginning Account Value 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense Ratio2
Target 2030
Actual (Class K)		$	1,000.00		$	1,116.80		$	1.57		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,116.30		$	2.89		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,112.50		$	5.50		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,117.40		$	0.26		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%

2

Shareholder Expense Example (unaudited)

	Beginning Account Value 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense  Ratio2
Target 2040
Actual (Class K)		$	1,000.00		$	1,141.70		$	1.59		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,140.40		$	2.92		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,137.70		$	5.57		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,142.30		$	0.27		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%
	Beginning Account Value 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/111			Annualized Expense Ratio2
Target 2050
Actual (Class K)		$	1,000.00		$	1,142.00		$	1.59		0.30	%
Hypothetical3		$	1,000.00		$	1,023.31		$	1.51		0.30	%
Actual (Class R)		$	1,000.00		$	1,140.80		$	2.92		0.55	%
Hypothetical3		$	1,000.00		$	1,022.07		$	2.76		0.55	%
Actual (Class C)		$	1,000.00		$	1,137.00		$	5.56		1.05	%
Hypothetical3		$	1,000.00		$	1,019.59		$	5.26		1.05	%
Actual (Class I)		$	1,000.00		$	1,143.60		$	0.27		0.05	%
Hypothetical3		$	1,000.00		$	1,024.55		$	0.25		0.05	%

¹  Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 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.

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

³  Assumes 5% annual return before expenses.

3

Portfolio Composition as of April 30, 2011 - Asset Allocation¹ (unaudited)

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

²  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

Statement of Assets and Liabilities (unaudited)

April 30, 2011

	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
ASSETS:
Manning & Napier Pro-Blend® Maximum Term Series - Class I (1,677,611 shares, 5,813,668 shares, and 2,095,247 shares, respectively)	$	—		$	—		$	—		$	19,292,521		$	66,857,182		$	24,095,337
Manning & Napier Pro-Blend® Extended Term Series - Class I (5,416,049 shares and 6,809,002 shares, respectively)		—			—			60,388,946			75,920,377			—			—
Manning & Napier Pro-Blend® Moderate Term Series - Class I (2,827,803 shares and 3,594,850 shares, respectively)		—			31,218,946			39,687,140			—			—			—
Manning & Napier Pro-Blend® Conservative Term Series - Class I (4,616,310 shares and 704,003 shares, respectively)		50,363,947			7,680,673			—			—			—			—
Total investments in securities:
At value*		50,363,947			38,899,619			100,076,086			95,212,898			66,857,182			24,095,337
Receivable for fund shares sold		7,403			10,729			148,254			73,386			47,747			24,257
Receivable for securities sold		24,484			—			—			—			—			—
Receivable from investment Advisor (Note 3)		8,498			8,891			7,540			7,580			8,083			9,266
Prepaid registration and filing fees		18,197			18,550			17,769			17,573			17,964			18,561
TOTAL ASSETS		50,422,529			38,937,789			100,249,649			95,311,437			66,930,976			24,147,421
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		10,910			9,930			25,059			21,872			15,759			5,876
Accrued fund accounting and administration fees (Note 3)		3,464			3,420			3,735			3,699			3,559			3,306
Directors’ fees (Note 3)		628			545			770			700			529			409
Accrued Chief Compliance Officer service fees (Note 3)		293			273			273			273			273			273
Accrued transfer agent fees (Note 3)		122			830			782			633			701			694
Payable for fund shares repurchased		31,863			1,867			1,626			36,495			8,459			3,943
Audit fees payable		13,210			13,091			12,999			13,024			13,101			13,155
Payable for securities purchased		—			8,862			51,263			36,444			38,740			20,175
Other payables and accrued expenses		794			576			661			416			552			955
TOTAL LIABILITIES		61,284			39,394			97,168			113,556			81,673			48,786
TOTAL NET ASSETS	$	50,361,245		$	38,898,395		$	100,152,481		$	95,197,881		$	66,849,303		$	24,098,635
NET ASSETS CONSIST OF:
Capital stock		45,842			35,400			93,241			87,619			58,331			20,839
Additional paid-in-capital		42,117,446			32,470,479			84,207,726			78,561,289			53,430,639			20,070,753
Distribution in excess of net investment income		(51,599	)		(45,545	)		(113,323	)		(101,977	)		(71,764	)		(27,008	)
Accumulated net realized gain on underlying series		1,368,888			2,749,277			4,463,552			3,735,905			306,046			43,993
Net unrealized appreciation on underlying series		6,880,668			3,688,784			11,501,285			12,915,045			13,126,051			3,990,058
TOTAL NET ASSETS	$	50,361,245		$	38,898,395		$	100,152,481		$	95,197,881		$	66,849,303		$	24,098,635

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

Statement of Assets and Liabilities (unaudited)

April 30, 2011

	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
Class K
Net Assets		$	47,813,130		$	29,998,063		$	74,867,194		$	79,159,563		$	52,609,626		$	19,917,463
Shares Outstanding			4,350,225			2,726,268			6,956,387			7,280,718			4,585,422			1,720,135
Net Asset Value, Offering Price, and Redemption Price per share		$	10.99		$	11.00		$	10.76		$	10.87		$	11.47		$	11.58
Class R
Net Assets		$	388,031		$	4,584,846		$	15,504,684		$	9,633,729		$	11,431,001		$	2,883,854
Shares Outstanding			35,599			419,679			1,454,753			891,405			1,002,534			250,548
Net Asset Value, Offering Price, and Redemption Price per share		$	10.90		$	10.92		$	10.66		$	10.81		$	11.40		$	11.51
Class C
Net Assets		$	1,292,351		$	2,433,086		$	4,833,033		$	2,747,605		$	942,160		$	1,004,150
Shares Outstanding			119,636			223,614			454,755			255,541			83,311			88,074
Net Asset Value, Offering Price, and Redemption Price per share		$	10.80		$	10.88		$	10.63		$	10.75		$	11.31		$	11.40
Class I
Net Assets		$	867,733		$	1,882,400		$	4,947,570		$	3,656,984		$	1,866,516		$	293,168
Shares Outstanding			78,729			170,419			458,172			334,197			161,837			25,172
Net Asset Value, Offering Price, and Redemption Price per share		$	11.02		$	11.05		$	10.80		$	10.94		$	11.53		$	11.65
*At identified cost		$	43,483,279		$	35,210,835		$	88,574,801		$	82,297,853		$	53,731,131		$	20,105,279

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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2011

	Target Income				Target 2010				Target 2020				Target 2030				Target 2040				Target 2050
INVESTMENT INCOME:
Income distributions from underlying series		$	1,244,006			$	464,031			$	1,244,594			$	914,913			$	347,397			$	121,091
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)			58,103				35,641				85,917				90,769				59,266				21,746
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)			6,114				12,034				22,253				12,450				4,535				4,754
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)			942				10,302				34,743				20,952				24,888				6,391
Fund accounting and administration fees (Note 3)			21,460				21,283				22,045				21,984				21,607				21,023
Directors’ fees (Note 3)			992				744				1,488				1,240				992				371
Transfer agent fees (Note 3)			4,092				4,054				4,969				4,669				4,315				4,113
Chief Compliance Officer service fees (Note 3)			1,378				1,382				1,382				1,382				1,382				1,382
Registration and filing fees			23,154				22,982				23,438				23,637				23,083				22,792
Audit fees			8,713		��		8,662				8,687				8,662				8,662				8,662
Legal fees			2,151				2,151				2,151				2,152				2,151				2,151
Custodian fees			904				952				1,673				1,816				929				919
Miscellaneous			2,447				2,579				3,909				3,458				2,871				2,275
Total Expenses			130,450				122,766				212,655				193,171				154,681				96,579
Less reduction of expenses (Note 3)			(53,125	)			(55,641	)			(46,915	)			(47,302	)			(51,050	)			(58,416	)
Net Expenses			77,325				67,125				165,740				145,869				103,631				38,163
NET INVESTMENT INCOME			1,166,681				396,906				1,078,854				769,044				243,766				82,928
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain on underlying series			1,371,284				2,752,699				4,472,704				3,749,584				313,816				47,040
Net change in unrealized appreciation/ depreciation on underlying series			(756,667	)			(646,064	)			2,724,727				5,107,944				7,372,924				2,670,436
NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES			614,617				2,106,635				7,197,431				8,857,528				7,686,740				2,717,476
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	1,781,298			$	2,503,541			$	8,276,285			$	9,626,572			$	7,930,506			$	2,800,404

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

Statements of Changes in Net Assets

	Target Income								Target 2010								Target 2020
	For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	1,166,681			$	827,426			$	396,906			$	351,088			$	1,078,854			$	916,620
Net realized gain on underlying series			1,371,284				511,837				2,752,699				674,697				4,472,704				2,862,910
Net change in unrealized appreciation/depreciation on underlying series			(756,667	)			3,565,063				(646,064	)			2,454,350				2,724,727				5,060,321
Net increase from operations			1,781,298				4,904,326				2,503,541				3,480,135				8,276,285				8,839,851
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)			(1,267,178	)			(807,484	)			(389,781	)			(260,461	)			(1,004,839	)			(652,921	)
From net investment income (Class R)			(8,581	)			(1,805	)			(49,332	)			(30,890	)			(184,981	)			(96,319	)
From net investment income (Class C)			(28,952	)			(7,538	)			(24,168	)			(12,836	)			(52,453	)			(32,396	)
From net investment income (Class I)			(8,427	)			(4,468	)			(21,905	)			(14,208	)			(64,870	)			(50,997	)
From net realized gain on investments (Class K)			(492,224	)			(146,108	)			(529,696	)			(33,958	)			(2,143,359	)			(62,557	)
From net realized gain on investments (Class R)			(3,558	)			(189	)			(72,781	)			(4,015	)			(426,909	)			(8,716	)
From net realized gain on investments (Class C)			(12,892	)			(1,727	)			(43,987	)			(3,071	)			(140,279	)			(5,355	)
From net realized gain on investments (Class I)			(3,135	)			(614	)			(27,355	)			(1,415	)			(128,095	)			(4,520	)
Total distributions to shareholders			(1,824,947	)			(969,933	)			(1,159,005	)			(360,854	)			(4,145,785	)			(913,781	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)			1,679,764				2,233,393				2,282,750				14,145,573				11,902,451				41,491,953
Net increase in net assets			1,636,115				6,167,786				3,627,286				17,264,854				16,032,951				49,418,023
NET ASSETS:
Beginning of period			48,725,130				42,557,344				35,271,109				18,006,255				84,119,530				34,701,507
End of period1		$	50,361,245			$	48,725,130			$	38,898,395			$	35,271,109			$	100,152,481			$	84,119,530
1          Including (distributions in excess of net investment income) and undistributed net investment income of:
			(51,599	)			94,858				(45,545	)			42,735				(113,323	)			114,966

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

Statements of Changes in Net Assets

	Target 2030								Target 2040								Target 2050
	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	769,044			$	513,666			$	243,766			$	167,644			$	82,928			$	31,565
Net realized gain on underlying series			3,749,584				2,369,522				313,816				513,686				47,040				36,638
Net change in unrealized appreciation on underlying series			5,107,944				4,842,147				7,372,924				4,297,538				2,670,436				1,289,112
Net increase from operations			9,626,572				7,725,335				7,930,506				4,978,868				2,800,404				1,357,315
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)			(815,052	)			(387,868	)			(281,697	)			(112,496	)			(98,874	)			(21,109	)
From net investment income (Class R)			(78,733	)			(22,289	)			(47,702	)			(23,144	)			(12,071	)			(4,197	)
From net investment income (Class C)			(20,788	)			(7,995	)			(2,590	)			(1,401	)			(3,344	)			(169	)
From net investment income (Class I)			(40,383	)			(26,729	)			(9,081	)			(6,411	)			(1,019	)			(718	)
From net realized gain on investments (Class K)			(1,998,432	)			(78,169	)			(405,747	)			(42,807	)			(29,662	)			(10,313	)
From net realized gain on investments (Class R)			(212,808	)			(3,056	)			(81,999	)			(9,808	)			(4,292	)			(5,129	)
From net realized gain on investments (Class C)			(68,377	)			(3,577	)			(8,299	)			(1,490	)			(1,754	)			(1,001	)
From net realized gain on investments (Class I)			(89,785	)			(5,186	)			(10,967	)			(2,126	)			(255	)			(703	)
Total distributions to shareholders			(3,324,358	)			(534,869	)			(848,082	)			(199,683	)			(151,271	)			(43,339	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)			10,336,292				45,093,229				7,239,834				33,495,044				3,081,495				15,228,648
Net increase in net assets			16,638,506				52,283,695				14,322,258				38,274,229				5,730,628				16,542,624
NET ASSETS:
Beginning of period			78,559,375				26,275,680				52,527,045				14,252,816				18,368,007				1,825,383
End of period1		$	95,197,881			$	78,559,375			$	66,849,303			$	52,527,045			$	24,098,635			$	18,368,007
1          Including (distributions in excess of net investment income) and undistributed net investment income of:
			(101,977	)			83,935				(71,764	)			25,540				(27,008	)			5,372

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

Financial Highlights

Target Income Series Class K	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.02			$	10.13			$	9.30			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.26				0.19				0.03				(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.13				0.92				1.04				(0.69	)
Total from investment operations			0.39				1.11				1.07				(0.70	)
Less distributions to shareholders:
From net investment income			(0.30	)			(0.19	)			(0.24	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.42	)			(0.22	)			(0.24	)			—
Net asset value - End of period		$	10.99			$	11.02			$	10.13			$	9.30
Net assets - End of period (000’s omitted)		$	47,813			$	46,886			$	42,116			$	70,620	3
Total return4			3.67	%			11.22	%			11.80	%			(7.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5,6			0.28	%7,8			0.30	%8			0.30	%6,8
Net investment income (loss)			4.85	%6			1.83	%			0.31	%			(0.27	%)6
Series portfolio turnover9			5	%			9	%			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:
			0.22	%5,6			0.25	%8			0.41	%8			1,571	%6,8,10
Target Income Series Class R	For the Six Months Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.93			$	10.08			$	9.29			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.21				0.09				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			0.16				0.99				1.09				(0.73	)
Total from investment operations			0.37				1.08				1.04				(0.71	)
Less distributions to shareholders:
From net investment income			(0.28	)			(0.20	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.40	)			(0.23	)			(0.25	)			—
Net asset value - End of period		$	10.90			$	10.93			$	10.08			$	9.29
Net assets - End of period (000’s omitted)		$	388			$	347			$	54			$	93	3
Total return4			3.51	%			10.97	%			11.44	%			(7.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5,6			0.54	%7,8			0.55	%8			0.55	%6,8
Net investment income (loss)			4.00	%6			0.81	%			(0.51	%)			0.34	%6
Series portfolio turnover9			5	%			9	%			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:
			0.22	%5,6			0.37	%8			169.34	%8			43,127	%6,8,10

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

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

⁴ Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.67%.

⁶  Annualized.

⁷ During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁹ Reflects activity of the Series and does not include the activity of the underlying series.

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

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

Financial Highlights

Target Income Series Class C	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.84			$	10.00			$	9.26			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.21				0.07				(0.03	)			(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.13				0.95				1.02				(0.73	)
Total from investment operations			0.34				1.02				0.99				(0.74	)
Less distributions to shareholders:
From net investment income			(0.26	)			(0.15	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.38	)			(0.18	)			(0.25	)			—
Net asset value - End of period		$	10.80			$	10.84			$	10.00			$	9.26
Net assets - End of period (000’s omitted)		$	1,292			$	1,195			$	330			$	93	3
Total return4			3.26	%			10.38	%			10.91	%			(7.40	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			0.99	%7,8			1.05	%8			1.05	%6,8
Net investment income (loss)			3.99	%6			0.66	%			(0.30	%)			(0.15	%)6
Series portfolio turnover9			5	%			9	%			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:
			0.22	%5,6			0.29	%8			10.70	%8			43,147	%6,8,10
Target Income Series Class I	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.05			$	10.17			$	9.32			$	10.00
Income (loss) from investment operations:
Net investment income2			0.14				0.19				0.06				0.05
Net realized and unrealized gain (loss) on underlying series			0.26				0.94				1.04				(0.73	)
Total from investment operations			0.40				1.13				1.10				(0.68	)
Less distributions to shareholders:
From net investment income			(0.31	)			(0.22	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.43	)			(0.25	)			(0.25	)			—
Net asset value - End of period		$	11.02			$	11.05			$	10.17			$	9.32
Net assets - End of period (000’s omitted)		$	868			$	298			$	58			$	93	3
Total return4			3.79	%			11.44	%			12.06	%			(6.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%8			0.05	%6,8
Net investment income			2.58	%6			1.85	%			0.66	%			0.85	%6
Series portfolio turnover9			5	%			9	%			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:
			0.22	%5,6			0.33	%8			54.69	%8			43,107	%6,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴ Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.67%.

⁶ Annualized.

⁷ During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁹  Reflects activity of the Series and does not include the activity of the underlying series.

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

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

Financial Highlights

Target 2010 Series Class K	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.64			$	9.58			$	8.61			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.12				0.12				0.02				(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.59				1.10				1.15				(1.38	)
Total from investment operations			0.71				1.22				1.17				(1.39	)
Less distributions to shareholders:
From net investment income			(0.15	)			(0.14	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.35	)			(0.16	)			(0.20	)			—
Net asset value - End of period		$	11.00			$	10.64			$	9.58			$	8.61
Net assets - End of period (000’s omitted)		$	29,998			$	27,904			$	15,782			$	101,213	3
Total return4			6.93	%			12.85	%			13.97	%			(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5,6			0.29	%7,8			0.30	%9			0.30	%6,9
Net investment income (loss)			2.26	%6			1.20	%			0.19	%			(0.28	%)6
Series portfolio turnover10			27	%			11	%			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:
			0.30	%5,6			0.42	%8			1.31	%9			1,071	%6,9,11
Target 2010 Series Class R	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.57			$	9.54			$	8.61			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.10				0.12				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			0.59				1.07				1.18				(1.41	)
Total from investment operations			0.69				1.19				1.13				(1.39	)
Less distributions to shareholders:
From net investment income			(0.14	)			(0.14	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.34	)			(0.16	)			(0.20	)			—
Net asset value - End of period		$	10.92			$	10.57			$	9.54			$	8.61
Net assets - End of period (000’s omitted)		$	4,585			$	3,655			$	284			$	86	3
Total return4			6.76	%			12.64	%			13.54	%			(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5,6			0.52	%7,8			0.55	%9			0.55	%6,9
Net investment income (loss)			1.87	%6			1.16	%			(0.55	%)			0.36	%6
Series portfolio turnover10			27	%			11	%			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:
			0.30	%5,6			0.41	%8			25.36	%9			42,882	%6,9,11

¹  Commencement of operations.

² Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶ Annualized.

⁷ During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁹ Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰  Reflects activity of the Series and does not include the activity of the underlying series.

¹¹ The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2010 Series Class C	For the Six Months Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.53			$	9.49			$	8.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.08				0.06				(0.01	)			(0.05	)
Net realized and unrealized gain (loss) on underlying series			0.58				1.08				1.10				(1.37	)
Total from investment operations			0.66				1.14				1.09				(1.42	)
Less distributions to shareholders:
From net investment income			(0.11	)			(0.08	)			(0.18	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.31	)			(0.10	)			(0.18	)			—
Net asset value - End of period		$	10.88			$	10.53			$	9.49			$	8.58
Net assets - End of period (000’s omitted)		$	2,433			$	2,247			$	1,471			$	98,226	3
Total return4			6.51	%			12.12	%			13.13	%			(14.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			0.98	%7,8			1.05	%9			1.05	%6,9
Net investment income (loss)			1.44	%6			0.58	%			(0.12	%)			(1.03	%)6
Series portfolio turnover10			27	%			11	%			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:
			0.30	%5,6			0.44	%8			5.01	%9			919	%6,9,11
Target 2010 Series Class I	For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.68			$	9.62			$	8.63			$	10.00
Income (loss) from investment operations:
Net investment income2			0.13				0.14				0.07				0.05
Net realized and unrealized gain (loss) on underlying series			0.60				1.10				1.12				(1.42	)
Total from investment operations			0.73				1.24				1.19				(1.37	)
Less distributions to shareholders:
From net investment income			(0.16	)			(0.16	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.36	)			(0.18	)			(0.20	)			—
Net asset value - End of period		$	11.05			$	10.68			$	9.62			$	8.63
Net assets - End of period (000’s omitted)		$	1,882			$	1,465			$	469			$	159	3
Total return4			7.13	%			13.10	%			14.23	%			(13.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%9			0.05	%6,9
Net investment income			2.39	%6			1.44	%			0.83	%			0.86	%6
Series portfolio turnover10			27	%			11	%			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:
			0.30	%5,6			0.43	%8			8.26	%9			42,439	%6,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶  Annualized.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰ Reflects activity of the Series and does not include the activity of the underlying series.

¹¹  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2020 Series Class K	For the Six Months Ended 4/30/11 (unaudited)			For the Year  Ended 10/31/10			For the Year  Ended 10/31/09			For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.33		$	9.16		$	8.14		$	10.00
Income (loss) from investment operations:
Net investment income2		0.13			0.13			0.02			0.04
Net realized and unrealized gain (loss) on underlying series		0.80			1.23			1.21			(1.90	)
Total from investment operations		0.93			1.36			1.23			(1.86	)
Less distributions to shareholders:
From net investment income		(0.16	)		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.50	)		(0.19	)		(0.21	)		—
Net asset value - End of period	$	10.76		$	10.33		$	9.16		$	8.14
Net assets - End of period (000’s omitted)	$	74,867		$	64,613		$	30,089		$	157	3
Total return4		9.43	%		14.89	%		15.72	%		(18.60	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5,6		0.29	%7,8		0.30	%9		0.30	%6,9
Net investment income		2.44	%6		1.38	%		0.28	%		0.74	%6
Series portfolio turnover10		23	%		20	%		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:
		0.10	%5,6		0.17	%8		0.72	%9		34,421	%6,9,11
Target 2020 Series Class R	For the Six Months Ended 4/30/11 (unaudited)			For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.24		$	9.10		$	8.13		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.11			0.12			(0.05	)		0.04
Net realized and unrealized gain (loss) on underlying series		0.80			1.21	��		1.23			(1.91	)
Total from investment operations		0.91			1.33			1.18			(1.87	)
Less distributions to shareholders:
From net investment income		(0.15	)		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.49	)		(0.19	)		(0.21	)		—
Net asset value - End of period	$	10.66		$	10.24		$	9.10		$	8.13
Net assets - End of period (000’s omitted)	$	15,505		$	12,229		$	562		$	81	3
Total return4		9.28	%		14.72	%		15.13	%		(18.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5,6		0.52	%7,8		0.55	%9		0.55	%6,9
Net investment income (loss)		2.12	%6		1.25	%		(0.54	%)		0.62	%6
Series portfolio turnover10		23	%		20	%		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:
		0.10	%5,6		0.18	%8		14.54	%9		38,136	%6,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶  Annualized.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰  Reflects activity of the Series and does not include the activity of the underlying series.

¹¹  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2020 Series Class C	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.21			$	9.06			$	8.10			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.09				0.10				0.02				(0.05	)
Net realized and unrealized gain (loss) on underlying series			0.80				1.18				1.13				(1.85	)
Total from investment operations			0.89				1.28				1.15				(1.90	)
Less distributions to shareholders:
From net investment income			(0.13	)			(0.11	)			(0.19	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.47	)			(0.13	)			(0.19	)			—
Net asset value - End of period		$	10.63			$	10.21			$	9.06			$	8.10
Net assets - End of period (000’s omitted)		$	4,833			$	3,803			$	2,123			$	228,171	3
Total return4			8.98	%			14.24	%			14.74	%			(19.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			0.98	%7,8			1.05	%9			1.05	%6,9
Net investment income (loss)			1.68	%6			1.03	%			0.25	%			(1.05	%)6
Series portfolio turnover10			23	%			20	%			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:
			0.10	%5,6			0.18	%8			3.08	%9			158	%6,9,11
Target 2020 Series Class I	For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.37			$	9.19			$	8.15			$	10.00
Income (loss) from investment operations:
Net investment income2			0.14				0.18				0.10				—	12
Net realized and unrealized gain (loss) on underlying series			0.80				1.21				1.15				(1.85	)
Total from investment operations			0.94				1.39				1.25				(1.85	)
Less distributions to shareholders:
From net investment income			(0.17	)			(0.19	)			(0.21	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.51	)			(0.21	)			(0.21	)			—
Net asset value - End of period		$	10.80			$	10.37			$	9.19			$	8.15
Net assets - End of period (000’s omitted)		$	4,948			$	3,474			$	1,927			$	51,467	3
Total return4			9.53	%			15.24	%			15.98	%			(18.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%9			0.05	%6,9
Net investment income (loss)			2.62	%6			1.89	%			1.22	%			(0.02	%)6
Series portfolio turnover10			23	%			20	%			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:
			0.10	%5,6			0.19	%8			2.90	%9			871	%6,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶  Annualized.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰  Reflects activity of the Series and does not include the activity of the underlying series.

¹¹  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹²  Less than $0.01.

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

Financial Highlights

Target 2030 Series Class K	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.15			$	8.85			$	7.81			$	10.00
Income (loss) from investment operations:
Net investment income2			0.09				0.08				0.01				0.03
Net realized and unrealized gain (loss) on underlying series			1.05				1.36				1.20				(2.22	)
Total from investment operations			1.14				1.44				1.21				(2.19	)
Less distributions to shareholders:
From net investment income			(0.12	)			(0.11	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.42	)			(0.14	)			(0.17	)			—
Net asset value - End of period		$	10.87			$	10.15			$	8.85			$	7.81
Net assets - End of period (000’s omitted)		$	79,160			$	66,235			$	23,597			$	118	3
Total return4			11.68	%			16.34	%			16.05	%			(21.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5,6			0.29	%7,8			0.30	%9			0.30	%6,9
Net investment income			1.83	%6			0.87	%			0.14	%			0.54	%6
Series portfolio turnover10			22	%			15	%			9	%			—	%11
*       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:
			0.11	%5,6			0.20	%8			0.97	%9			37,175	%6,9,12
Target 2030 Series Class R	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.09			$	8.83			$	7.79			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.07				0.06				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			1.06				1.35				1.26				(2.23	)
Total from investment operations			1.13				1.41				1.21				(2.21	)
Less distributions to shareholders:
From net investment income			(0.11	)			(0.12	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.41	)			(0.15	)			(0.17	)			—
Net asset value - End of period		$	10.81			$	10.09			$	8.83			$	7.79
Net assets - End of period (000’s omitted)		$	9,634			$	7,162			$	328			$	78	3
Total return4			11.63	%			16.01	%			16.09	%			(22.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5,6			0.54	%7,8			0.55	%9			0.55	%6,9
Net investment income (loss)			1.40	%6			0.68	%			(0.53	%)			0.31	%6
Series portfolio turnover10			22	%			15	%			9	%			—	%11
*       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:
			0.11	%5,6			0.18	%8			28.67	%9			38,768	%6,9,12

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁶  Annualized.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰ Reflects activity of the Series and does not include the activity of the underlying series.

¹¹  Less than 1%.

¹² The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2030 Series Class C	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.05			$	8.78			$	7.77			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.05				0.03				(0.02	)			(0.01	)
Net realized and unrealized gain (loss) on underlying series			1.04				1.33				1.19				(2.22	)
Total from investment operations			1.09				1.36				1.17				(2.23	)
Less distributions to shareholders:
From net investment income			(0.09	)			(0.06	)			(0.16	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.39	)			(0.09	)			(0.16	)			—
Net asset value - End of period		$	10.75			$	10.05			$	8.78			$	7.77
Net assets - End of period (000’s omitted)		$	2,748			$	2,231			$	1,034			$	78	3
Total return4			11.25	%			15.50	%			15.57	%			(22.30	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			1.00	%7,8			1.05	%9			1.05	%6,9
Net investment income (loss)			1.05	%6			0.31	%			(0.22	%)			(0.17	%)6
Series portfolio turnover10			22	%			15	%			9	%			—	%11
*       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:
			0.11	%5,6			0.22	%8			5.84	%9			38,789	%6,9,12
Target 2030 Series Class I	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the  Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.21			$	8.90			$	7.82			$	10.00
Income (loss) from investment operations:
Net investment income2			0.11				0.13				0.11				0.01
Net realized and unrealized gain (loss) on underlying series			1.05				1.35				1.14				(2.19	)
Total from investment operations			1.16				1.48				1.25				(2.18	)
Less distributions to shareholders:
From net investment income			(0.13	)			(0.14	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.43	)			(0.17	)			(0.17	)			—
Net asset value - End of period		$	10.94			$	10.21			$	8.90			$	7.82
Net assets - End of period (000’s omitted)		$	3,657			$	2,932			$	1,316			$	12,591	3
Total return4			11.74	%			16.76	%			16.56	%			(21.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%9			0.05	%6,9
Net investment income			2.06	%6			1.34	%			1.37	%			0.16	%6
Series portfolio turnover10			22	%			15	%			9	%			—	%11
*       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:
			0.11	%5,6			0.22	%8			6.18	%9			14,979	%6,9,12

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁶  Annualized.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰  Reflects activity of the Series and does not include the activity of the underlying series.

¹¹  Less than 1%.

¹²  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2040 Series Class K	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.20			$	8.79			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income2			0.05				0.04				—	3			0.02
Net realized and unrealized gain (loss) on underlying series			1.38				1.46				1.36				(2.44	)
Total from investment operations			1.43				1.50				1.36				(2.42	)
Less distributions to shareholders:
From net investment income			(0.07	)			(0.06	)			(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.16	)			(0.09	)			(0.15	)			—
Net asset value - End of period		$	11.47			$	10.20			$	8.79			$	7.58
Net assets - End of period (000’s omitted)		$	52,610			$	42,417			$	12,880			$	76	4
Total return5			14.17	%			17.10	%			18.60	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%6,7			0.29	%8,9			0.30	%9			0.30	%6,9
Net investment income			0.87	%6			0.43	%			0.05	%			0.40	%6
Series portfolio turnover10			1	%			4	%			7	%			—	%11
*       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:
			0.17	%6,7			0.32	%9			2.10	%9			28,865	%6,9,12

Target 2040 Series Class R	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.14			$	8.76			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.03				0.04				(0.02	)			0.01
Net realized and unrealized gain (loss) on underlying series			1.37				1.43				1.35				(2.43	)
Total from investment operations			1.40				1.47				1.33				(2.42	)
Less distributions to shareholders:
From net investment income			(0.05	)			(0.06	)			(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.14	)			(0.09	)			(0.15	)			—
Net asset value - End of period		$	11.40			$	10.14			$	8.76			$	7.58
Net assets - End of period (000’s omitted)		$	11,431			$	8,168			$	504			$	76	4
Total return5			14.04	%			16.85	%			18.21	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%6,7			0.52	%8,9			0.55	%9			0.55	%6,9
Net investment income (loss)			0.57	%6			0.40	%			(0.21	%)			0.14	%6
Series portfolio turnover10			1	%			4	%			7	%			—	%11
*       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:
			0.17	%6,7			0.31	%9			16.27	%9			28,865	%6,9,12

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Less than $0.01.

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

⁵  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁶  Annualized.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.83%.

⁸  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁹  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

¹⁰  Reflects activity of the Series and does not include the activity of the underlying series.

¹¹ Less than 1%.

¹²  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

Financial Highlights

Target 2040 Series Class C	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.06			$	8.70			$	7.55			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.01				(0.01	)			(0.06	)			(0.02	)
Net realized and unrealized gain (loss) on underlying series			1.36				1.43				1.36				(2.43	)
Total from investment operations			1.37				1.42				1.30				(2.45	)
Less distributions to shareholders:
From net investment income			(0.03	)			(0.03	)			(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.12	)			(0.06	)			(0.15	)			—
Net asset value - End of period		$	11.31			$	10.06			$	8.70			$	7.55
Net assets - End of period (000’s omitted)		$	942			$	875			$	440			$	75	3
Total return4			13.77	%			16.32	%			17.88	%			(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			0.99	%7,8			1.05	%8			1.05	%5,8
Net investment income (loss)			0.19	%5			(0.12	%)			(0.65	%)			(0.36	%)5
Series portfolio turnover9			1	%			4	%			7	%			—	%10
*       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:
			0.17	%5,6			0.37	%8			15.19	%8			28,898	%5,8,11

Target 2040 Series Class I	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.26			$	8.83			$	7.60			$	10.00
Income (loss) from investment operations:
Net investment income2			0.05				0.08				0.07				—	12
Net realized and unrealized gain (loss) on underlying series			1.39				1.46				1.32				(2.40	)
Total from investment operations			1.44				1.54				1.39				(2.40	)
Less distributions to shareholders:
From net investment income			(0.08	)			(0.08	)			(0.16	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.17	)			(0.11	)			(0.16	)			—
Net asset value - End of period		$	11.53			$	10.26			$	8.83			$	7.60
Net assets - End of period (000’s omitted)		$	1,867			$	1,066			$	428			$	28,539	3
Total return4			14.23	%			17.52	%			18.86	%			(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%8			0.05	%5,8
Net investment income (loss)			0.96	%5			0.84	%			0.93	%			(0.04	%)5
Series portfolio turnover9			1	%			4	%			7	%			—	%10
*       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:
			0.17	%5,6			0.36	%8			18.65	%8			767	%5,8,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Annualized.

⁶  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.83%.

⁷ During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁹  Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰  Less than 1%.

¹¹  The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹²  Less than $0.01.

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

Financial Highlights

Target 2050 Series Class K	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.22			$	8.85			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.05				0.03				(0.02	)			0.02
Net realized and unrealized gain (loss) on underlying series			1.39				1.48				1.52				(2.44	)
Total from investment operations			1.44				1.51				1.50				(2.42	)
Less distributions to shareholders:
From net investment income			(0.06	)			(0.06	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.08	)			(0.14	)			(0.23	)			—
Net asset value - End of period		$	11.58			$	10.22			$	8.85			$	7.58
Net assets - End of period (000’s omitted)		$	19,917			$	15,242			$	1,047			$	76	3
Total return4			14.20	%			17.16	%			20.71	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5,6			0.30	%7,8			0.30	%8			0.30	%5,8
Net investment income (loss)			0.85	%5			0.28	%			(0.24	%)			0.40	%5
Series portfolio turnover9			1	%			3	%			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 amounts:
			0.55	%5,6			1.07	%8			25.10	%8			35,232	%5,8,10
Target 2050 Series Class R	For the Six Months  Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.16			$	8.82			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.03				0.03				(0.05	)			0.01
Net realized and unrealized gain (loss) on underlying series			1.39				1.44				1.52				(2.43	)
Total from investment operations			1.42				1.47				1.47				(2.42	)
Less distributions to shareholders:
From net investment income			(0.05	)			(0.05	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.07	)			(0.13	)			(0.23	)			—
Net asset value - End of period		$	11.51			$	10.16			$	8.82			$	7.58
Net assets - End of period (000’s omitted)		$	2,884			$	2,154			$	601			$	76	3
Total return4			14.08	%			16.85	%			20.31	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5,6			0.53	%7,8			0.55	%8			0.55	%5,8
Net investment income (loss)			0.58	%5			0.27	%			(0.50	%)			0.14	%5
Series portfolio turnover9			1	%			3	%			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 amounts:
			0.55	%5,6			1.44	%8			242.05	%8			35,243	%5,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Annualized.

⁶  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.83%.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁹  Reflects activity of the Series and does not include the activity of the underlying series.

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

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

Financial Highlights

Target 2050 Series Class C	For the Six Months Ended 4/30/11 (unaudited)				For the Year  Ended 10/31/10				For the Year  Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.08			$	8.75			$	7.55			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.01				(0.04	)			(0.06	)			(0.02	)
Net realized and unrealized gain (loss) on underlying series			1.37				1.46				1.49				(2.43	)
Total from investment operations			1.38				1.42				1.43				(2.45	)
Less distributions to shareholders:
From net investment income			(0.04	)			(0.01	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.06	)			(0.09	)			(0.23	)			—
Net asset value - End of period		$	11.40			$	10.08			$	8.75			$	7.55
Net assets - End of period (000’s omitted)		$	1,004			$	843			$	99			$	75	3
Total return4			13.70	%			16.34	%			19.84	%			(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5,6			1.02	%7,8			1.05	%8			1.05	%5,8
Net investment income (loss)			0.18	%5			(0.44	%)			(0.71	%)			(0.36	%)5
Series portfolio turnover9			1	%			3	%			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 amounts:
			0.56	%5,6			1.23	%8			73.45	%8			35,267	%5,8,10
Target 2050 Series Class I	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Year Ended 10/31/09				For the Period 3/28/081 to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.28			$	8.90			$	7.60			$	10.00
Income (loss) from investment operations:
Net investment income2			0.05				0.07				0.16				—	11
Net realized and unrealized gain (loss) on underlying series			1.42				1.47				1.37				(2.40	)
Total from investment operations			1.47				1.54				1.53				(2.40	)
Less distributions to shareholders:
From net investment income			(0.08	)			(0.08	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.10	)			(0.16	)			(0.23	)			—
Net asset value - End of period		$	11.65			$	10.28			$	8.90			$	7.60
Net assets - End of period (000’s omitted)		$	293			$	129			$	79			$	17,863	3
Total return4			14.36	%			17.40	%			21.07	%			(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5,6			0.05	%8			0.05	%8			0.05	%5,8
Net investment income (loss)			0.89	%5			0.76	%			2.07	%			(0.03	%)5
Series portfolio turnover9			1	%			3	%			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 amounts:
			0.54	%5,6			1.90	%8			141.53	%8			1,903	%5,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁵  Annualized.

⁶  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.83%.

⁷  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁹  Reflects activity of the Series and does not include the activity of the underlying series.

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

¹¹  Less than $0.01.

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

Notes to Financial Statements (unaudited)

1. ORGANIZATION

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

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

Each Series is authorized to issue four classes of shares (Class K, R, C and I). Each class of shares is substantially the same, except that class-specific 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, 2011, 6.4 billion shares have been designated in total among 31 series, of which 10 million have been designated in each of the Series for Class C and I common stock and 40 million have been designated in each of the Series for Class K and R common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series 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.

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 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,

22

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, 2011 in valuing the Series’ assets or liabilities carried at market value:

	Target Income Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	50,363,947		$	50,363,947		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			50,363,947			50,363,947						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	50,363,947		$	50,363,947		$	—		$	—
	Target 2010 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	38,899,619		$	38,899,619		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			38,899,619			38,899,619						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	38,899,619		$	38,899,619		$	—		$	—

23

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Target 2020 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	100,076,086		$	100,076,086		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			100,076,086			100,076,086						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	100,076,086		$	100,076,086		$	—		$	—
	Target 2030 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	95,212,898		$	95,212,898		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			95,212,898			95,212,898						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	95,212,898		$	95,212,898		$	—		$	—
	Target 2040 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	66,857,182		$	66,857,182		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			66,857,182			66,857,182						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	66,857,182		$	66,857,182		$	—		$	—

24

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Target 2050 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	24,095,337		$	24,095,337		$	—		$	—
Other financial instruments*:			—			—			—			—
Total assets:			24,095,337			24,095,337						—
Liabilities:
Other financial instruments*:			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	24,095,337		$	24,095,337		$	—		$	—

* 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, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by any of the Series as of October 31, 2010 or April 30, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

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. Non-cash dividends, if any, are recorded at the fair market value of the securities received.

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

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

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

Federal Taxes

Each Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series are not subject to federal income tax or excise tax to the extent that each Series distributes

25

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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, 2011, the Series have 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 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, 2010. 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 they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

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

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

26

Notes to Financial Statements (unaudited)

3. TRANSACTIONS WITH AFFILIATES (continued)

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 plus a fee for each committee meeting attended.

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, 2011, the Advisor reimbursed expenses of $53,125 for Target Income Series, $55,641 for Target 2010 Series, $46,915 for Target 2020 Series, $47,302 for Target 2030 Series, $51,050 for Target 2040 Series and $58,416 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The fee rates for these Series are as follows: An annual fee related to Fund Accounting and administration of 0.025% of the average daily net assets with an annual base fee of $40,500 per Series. Transfer Agent Fees are charged to the Fund on a per account basis. Additionally, certain cusip-based and out-of-pocket expenses 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.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, purchases and sales of underlying series were as follows:

Series	Purchases			Sales
Target Income Series		$	4,304,518		$	2,273,112
Target 2010 Series			11,969,477			9,846,299
Target 2020 Series			30,252,986			21,233,286
Target 2030 Series			27,226,969			19,465,325
Target 2040 Series			7,416,389			793,931
Target 2050 Series			3,231,458			220,520

27

Notes to Financial Statements (unaudited)

5. INVESTMENTS IN AFFILIATED ISSUERS

A summary of the Funds’ transactions in the shares of affiliated issuers during the six months ended April 30, 2011 is set forth below:

Target Income Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held  at 4/30/11			Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Conservative Term Series - Class I		$	48,747,964		$	4,304,518		$	2,273,112		$	50,363,947			4,616,310		$	1,244,006		$	1,371,284
		$	48,747,964		$	4,304,518		$	2,273,112		$	50,363,947			4,616,310		$	1,244,006		$	1,371,284
Target 2010 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held at 4/30/11			Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Moderate Term Series - Class I		$	35,284,308		$	4,284,984		$	9,554,255		$	31,218,946		$	2,827,803		$	464,031		$	2,747,203
Manning & Napier Pro-Blend® Conservative Term Series - Class I			—			7,684,493			292,044			7,680,673			704,003			—			5,496
		$	35,284,308		$	11,969,477		$	9,846,299		$	38,899,619		$	3,531,806		$	464,031		$	2,752,699
Target 2020 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held at 4/30/11			Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Extended Term Series - Class I		$	67,490,359		$	8,109,106		$	20,290,818		$	60,388,946			5,416,049		$	1,016,451		$	4,103,027
Manning & Napier Pro-Blend® Moderate Term Series - Class I			16,670,719			22,143,880			942,468			39,687,140			3,594,850			228,143			369,677
		$	84,161,078		$	30,252,986		$	21,233,286		$	100,076,086		$	9,010,899		$	1,244,594		$	4,472,704

28

Notes to Financial Statements (unaudited)

5. INVESTMENTS IN AFFILIATED ISSUERS (continued)

Target 2030 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held  at 4/30/11		Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	31,260,145		$	2,867,402		$	18,093,615		$	19,292,521		1,677,611		$	204,716		$	3,315,241
Manning & Napier Pro-Blend® Extended Term Series - Class I			47,333,581			24,359,567			1,371,710			75,920,377		6,809,002			710,197			434,343
		$	78,593,726		$	27,226,969		$	19,465,325		$	95,212,898		8,486,613		$	914,913		$	3,749,584
Target 2040 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held at 4/30/11		Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	52,547,985		$	7,416,389		$	793,931		$	66,857,182		5,813,668		$	347,397		$	313,816
		$	52,547,985		$	7,416,389		$	793,931		$	66,857,182		5,813,668		$	347,397		$	313,816
Target 2050 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 4/30/11			Shares Held at 4/30/11		Dividend Income 10/31/10 through 4/30/11			Net Realized Gain 10/31/10 through 4/30/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	18,366,922		$	3,231,458		$	220,520		$	24,095,337		2,095,247		$	121,091		$	47,040
		$	18,366,922		$	3,231,458		$	220,520		$	24,095,337		2,095,247		$	121,091		$	47,040

6. CAPITAL STOCK TRANSACTIONS

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

Target Income Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		168,051		$	1,811,926			448,219		$	4,604,788			15,504		$	165,762			32,298		$	334,064
Reinvested		168,106			1,758,393			93,872			953,592			1,024			10,624			107			1,091
Repurchased		(239,988	)		(2,583,532	)		(443,760	)		(4,605,012	)		(12,672	)		(136,251	)		(5,980	)		(65,129	)
Total		96,169		$	986,787			98,331		$	953,368			3,856		$	40,135			26,425		$	270,026

29

Notes to Financial Statements (unaudited)

6. CAPITAL STOCK TRANSACTIONS (continued)

Target Income Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		7,207		$	76,170			86,050		$	881,565			57,310		$	613,922			27,493		$	284,781
Reinvested		3,363			34,670			556			5,571			1,103			11,563			499			5,082
Repurchased		(1,185	)		(12,548	)		(9,325	)		(94,978	)		(6,605	)		(70,935	)		(6,772	)		(72,022	)
Total		9,385		$	98,292			77,281		$	792,158			51,808		$	554,550			21,220		$	217,841
Target 2010 Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		157,069		$	1,668,812			1,243,416		$	12,287,574			189,689		$	1,995,944			375,115		$	3,683,609
Reinvested		89,357			919,477			30,080			294,419			11,948			122,114			3,588			34,905
Repurchased		(142,848	)		(1,526,919	)		(297,763	)		(2,998,485	)		(127,886	)		(1,351,235	)		(62,518	)		(626,115	)
Total		103,578		$	1,061,370			975,733		$	9,583,508			73,751		$	766,823			316,185		$	3,092,399
Target 2010 Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		34,045		$	357,377			134,180		$	1,323,150			37,634		$	403,714			125,923		$	1,266,774
Reinvested		6,272			63,974			1,573			15,238			4,773			49,259			1,590			15,623
Repurchased		(30,172	)		(321,205	)		(77,293	)		(756,993	)		(9,180	)		(98,562	)		(39,049	)		(394,126	)
Total		10,145		$	100,146			58,460		$	581,395			33,227		$	354,411			88,464		$	888,271
Target 2020 Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		672,840		$	6,957,529			3,428,623		$	32,716,250			348,026		$	3,556,132			1,271,570		$	12,079,873
Reinvested		316,720			3,148,198			75,864			715,478			62,121			611,890			11,223			105,035
Repurchased		(286,643	)		(2,956,804	)		(537,212	)		(5,209,739	)		(149,979	)		(1,527,211	)		(149,951	)		(1,441,758	)
Total		702,917		$	7,148,923			2,967,275		$	28,221,989			260,168		$	2,640,811			1,132,842		$	10,743,150
Target 2020 Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		90,006		$	926,566			154,981		$	1,470,332			132,282		$	1,374,462			205,330		$	1,990,302
Reinvested		19,531			192,192			4,034			37,601			19,355			192,964			5,874			55,517
Repurchased		(27,141	)		(276,672	)		(20,942	)		(199,108	)		(28,588	)		(296,795	)		(85,824	)		(827,830	)
Total		82,396		$	842,086			138,073		$	1,308,825			123,049		$	1,270,631			125,380		$	1,217,989

30

Notes to Financial Statements (unaudited)

6. CAPITAL STOCK TRANSACTIONS (continued)

Target 2030 Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		720,570		$	7,455,232			4,443,289		$	41,866,032			226,424		$	2,321,266			715,219		$	6,782,144
Reinvested		282,478			2,813,483			50,346			466,037			29,392			291,273			2,715			25,049
Repurchased		(248,948	)		(2,598,676	)		(633,539	)		(5,919,500	)		(74,140	)		(763,433	)		(45,359	)		(420,314	)
Total		754,100		$	7,670,039			3,860,096		$	36,412,569			181,676		$	1,849,106			672,575		$	6,386,879
Target 2030 Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		29,039		$	294,297			122,492		$	1,143,648			71,238		$	738,349			189,980		$	1,812,436
Reinvested		9,025			89,165			1,262			11,572			13,004			130,169			3,434			31,915
Repurchased		(4,596	)		(46,314	)		(19,514	)		(180,906	)		(37,120	)		(388,519	)		(54,152	)		(524,884	)
Total		33,468		$	337,148			104,240		$	974,314			47,122		$	479,999			139,262		$	1,319,467
Target 2040 Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		471,563		$	5,061,561			2,916,361		$	27,809,525			278,598		$	2,964,682			853,099		$	7,955,763
Reinvested		65,910			687,443			16,658			155,303			12,508			129,702			3,551			32,952
Repurchased		(109,303	)		(1,183,499	)		(241,369	)		(2,289,814	)		(93,864	)		(999,289	)		(108,866	)		(1,031,969	)
Total		428,170		$	4,565,505			2,691,650		$	25,675,014			197,242		$	2,095,095			747,784		$	6,956,746
Target 2040 Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		7,137		$	76,949			36,243		$	341,034			69,379		$	746,541			84,367		$	801,764
Reinvested		971			10,017			278			2,566			1,915			20,048			913			8,537
Repurchased		(11,812	)		(128,280	)		(123	)		(1,158	)		(13,444	)		(146,041	)		(29,792	)		(289,459	)
Total		(3,704	)	$	(41,314	)		36,398		$	342,442			57,850		$	620,548			55,488		$	520,842
Target 2050 Series:	For the Six Months Ended 4/30/11 Class K						For the Year Ended 10/31/10 Class K						For the Six Months Ended 4/30/11 Class R						For the Year Ended 10/31/10 Class R
Sold		229,103		$	2,490,038			1,409,255		$	13,529,763			55,743		$	600,427			167,914		$	1,555,085
Reinvested		12,218			128,536			3,364			31,422			1,563			16,363			1,003			9,326
Repurchased		(12,243	)		(133,504	)		(39,869	)		(375,994	)		(18,708	)		(202,674	)		(25,066	)		(232,676	)
Total		229,078		$	2,485,070			1,372,750		$	13,185,191			38,598		$	414,116			143,851		$	1,331,735
Target 2050 Series:	For the Six Months Ended 4/30/11 Class C						For the Year Ended 10/31/10 Class C						For the Six Months Ended 4/30/11 Class I						For the Year Ended 10/31/10 Class I
Sold		11,695		$	122,228			77,153		$	722,745			13,419		$	148,400			10,214		$	94,790
Reinvested		470			4,883			123			1,139			120			1,274			152			1,421
Repurchased		(7,754	)		(84,436	)		(4,884	)		(45,731	)		(907	)		(10,040	)		(6,646	)		(62,642	)
Total		4,411		$	42,675			72,392		$	678,153			12,632		$	139,634			3,720		$	33,569

31

Notes to Financial Statements (unaudited)

At April 30, 2011, 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		3,957,110		86.3	%		$	43,488,640
Target 2010 Series		2,471,935		69.8	%			27,191,289
Target 2020 Series		6,112,119		65.6	%			65,766,395
Target 2030 Series		6,508,027		74.3	%			70,742,257
Target 2040 Series		4,097,845		70.2	%			46,996,549
Target 2050 Series		1,430,024		68.6	%			16,559,677

Investment activities of these shareholders may have a material effect on the Series.

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 which 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.

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.

32

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, 2010 were as follows:

	Target Income Series			Target 2010 Series			Target 2020 Series			��	Target 2030 Series			Target 2040 Series			Target 2050 Series
Ordinary income		$	969,933		$	360,854		$	913,781			$	534,869		$	199,683		$	43,339

At October 31, 2010, Target 2040 Series and Target 2050 Series had capital loss carryovers of $4,179 and $3,034, respectively, which are subject to limitations under Section 382-384 of The Internal Revenue Code, and are available to the extent allowed by tax law to offset future net capital gains, if any, which will expire on October 31, 2017 for Target 2040 Series and October 31, 2017 for Target 2050 Series.

At April 30, 2011, 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		$	43,485,418			$	35,210,835		$	88,578,800			$	82,303,814			$	53,734,219			$	20,015,279
Unrealized appreciation		$	6,880,668			$	3,688,784		$	11,501,285			$	12,915,045			$	13,126,051			$	3,990,058
Unrealized depreciation			(2,139	)			—			(3,999	)			(5,961	)			(3,088	)			—
Net unrealized appreciation		$	6,878,529			$	3,688,784		$	11,497,286			$	12,909,084			$	13,122,963			$	3,990,058

33

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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

34

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 Pro-Blend’s Class R and Class C, and Target 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.

35

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37

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNTGT-04/11-SAR

DIVIDEND FOCUS SERIES

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, 2010 to April 30, 2011).

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 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period* 11/1/10-4/30/11
Actual		$	1,000.00		$	1,139.80		$	3.18
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, 2011 (unaudited)

2

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 98.8%
Consumer Discretionary - 7.5%
Auto Components - 0.1%
Magna International, Inc. (Canada)		119		$	6,099
Distributors - 0.2%
Genuine Parts Co.		152			8,162
Hotels, Restaurants & Leisure - 2.2%
Darden Restaurants, Inc.		104			4,885
McDonald’s Corp.		1,036			81,129
Yum! Brands, Inc.		372			19,954
					105,968
Household Durables - 0.4%
Garmin Ltd. (Switzerland)		157			5,374
Stanley Black & Decker, Inc.		84			6,103
Whirlpool Corp.		67			5,774
					17,251
Leisure Equipment & Products - 0.3%
Hasbro, Inc.		103			4,824
Mattel, Inc.		344			9,192
					14,016
Media - 1.4%
The McGraw-Hill Companies, Inc.		310			12,546
Omnicom Group, Inc.		223			10,969
Pearson plc - ADR (United Kingdom)		682			12,992
Thomson Reuters Corp.		824			33,347
					69,854
Multiline Retail - 0.6%
Kohl’s Corp.		142			7,485
Nordstrom, Inc.		106			5,040
Target Corp.		356			17,480
					30,005
Specialty Retail - 2.1%
Best Buy Co., Inc.		197			6,150
The Gap, Inc.		289			6,716
The Home Depot, Inc.		1,639			60,872
Limited Brands, Inc.		304			12,513
The Sherwin-Williams Co.		80			6,583
Staples, Inc.		356			7,526
					100,360

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods - 0.2%
VF Corp.		105		$	10,559
Total Consumer Discretionary					362,274
Consumer Staples - 21.5%
Beverages - 5.6%
Brown-Forman Corp. - Class B		108			7,761
The Coca-Cola Co.		2,298			155,023
PepsiCo, Inc.		1,579			108,777
					271,561
Food & Staples Retailing - 3.4%
Delhaize Group S.A. - ADR (Belgium)		73			6,268
SYSCO Corp.		569			16,450
Wal-Mart Stores, Inc.		2,564			140,969
					163,687
Food Products - 4.0%
Archer-Daniels-Midland Co.		480			17,770
Campbell Soup Co.		319			10,715
ConAgra Foods, Inc.		214			5,232
General Mills, Inc.		621			23,958
H.J. Heinz Co.		315			16,137
The Hershey Co.		221			12,754
Hormel Foods Corp.		203			5,970
The J.M. Smucker Co.		111			8,333
Kellogg Co.		359			20,560
Kraft Foods, Inc. - Class A		1,621			54,433
McCormick & Co., Inc. - NVS		129			6,336
Sara Lee Corp.		606			11,635
					193,833
Household Products - 4.2%
Clorox Co.		69			4,807
Colgate-Palmolive Co.		376			31,716
Kimberly-Clark Corp.		405			26,754
The Procter & Gamble Co.		2,175			141,157
					204,434
Personal Products - 0.3%
Avon Products, Inc.		391			11,488
TobacCo. - 4.0%
Altria Group, Inc.		2,050			55,022
Lorillard, Inc.		141			15,017

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Tobacco (continued)
Philip Morris International, Inc.		1,783		$	123,812
					193,851
Total Consumer Staples					1,038,854
Energy - 16.7%
Oil, Gas & Consumable Fuels - 16.7%
BP plc - ADR (United Kingdom)		1,577			72,763
Chevron Corp.		1,737			190,097
ConocoPhillips		1,436			113,343
Exxon Mobil Corp.		2,044			179,872
Sasol Ltd. - ADR (South Africa)		547			31,628
Statoil ASA - ADR (Norway)		2,320			67,999
Total S.A. - ADR (France)		2,316			148,757
Total Energy					804,459
Financials - 0.3%
Insurance - 0.3%
Marsh & McLennan Companies, Inc.		541			16,381
Health Care - 20.4%
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.		461			26,231
Becton, Dickinson and Co.		169			14,524
Medtronic, Inc.		536			22,378
					63,133
Health Care Providers & Services - 0.2%
Cardinal Health, Inc.		172			7,515
Pharmaceuticals - 18.9%
Abbott Laboratories		1,504			78,268
AstraZeneca plc - ADR (United Kingdom)		1,368			68,167
Bristol-Myers Squibb Co.		1,652			46,421
Eli Lilly & Co.		1,130			41,821
GlaxoSmithKline plc - ADR (United Kingdom)		2,520			110,023
Johnson & Johnson		2,647			173,961
Merck & Co., Inc.		2,953			106,160
Novartis AG - ADR (Switzerland)		1,301			76,980
Pfizer, Inc.		7,757			162,587
Sanofi-Aventis S.A. - ADR (France)		1,288			50,902
					915,290
Total Health Care					985,938

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials - 13.3%
Aerospace & Defense - 4.5%
The Boeing Co.		373		$	29,758
General Dynamics Corp.		301			21,919
Honeywell International, Inc.		691			42,310
Huntington Ingalls Industries, Inc.*		1			27
ITT Corp.		137			7,917
Lockheed Martin Corp.		268			21,239
Northrop Grumman Corp.		286			18,192
Raytheon Co.		283			13,740
United Technologies Corp.		705			63,154
					218,256
Air Freight & Logistics - 0.8%
United Parcel Service, Inc. - Class B		494			37,035
Commercial Services & Supplies - 0.5%
Pitney Bowes, Inc.		197			4,838
Waste Management, Inc.		461			18,191
					23,029
Electrical Equipment - 2.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		1,737			47,750
Cooper Industries plc - Class A (Ireland)		169			11,146
Emerson Electric Co.		741			45,023
					103,919
Industrial Conglomerates - 3.7%
3M Co.		684			66,492
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		914			26,954
Siemens AG - ADR (Germany)		459			66,986
Tyco International Ltd. (Switzerland)		414			20,178
					180,610
Machinery - 1.0%
Dover Corp.		169			11,499
Eaton Corp.		171			9,154
Illinois Tool Works, Inc.		479			27,978
					48,631
Road & Rail - 0.3%
Norfolk Southern Corp.		187			13,965
Trading Companies & Distributors - 0.3%
Mitsui & Co., Ltd. - ADR (Japan)		46			16,341
Total Industrials					641,786

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology - 9.9%
Communications Equipment - 1.4%
Harris Corp.		92		$	4,888
Nokia Corp. - ADR (Finland)		2,781			25,669
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		2,409			36,617
					67,174
Electronic Equipment, Instruments & Components - 0.2%
TE Connectivity Ltd. - ADR (Switzerland)		228			8,174
IT Services - 0.8%
Automatic Data Processing, Inc.		482			26,197
Paychex, Inc.		353			11,547
					37,744
Office Electronics - 0.7%
Canon, Inc. - ADR (Japan)		760			35,849
Semiconductors & Semiconductor Equipment - 4.6%
Analog Devices, Inc.		149			6,006
Applied Materials, Inc.		658			10,324
Intel Corp.		5,293			122,745
Linear Technology Corp.		226			7,865
STMicroelectronics NV - NY Shares (Switzerland)		439			5,215
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		5,169			69,781
					221,936
Software - 2.2%
Microsoft Corp.		4,129			107,437
Total Information Technology					478,314
Materials - 4.6%
Chemicals - 1.7%
Air Products & Chemicals, Inc.		104			9,934
E.I. du Pont de Nemours & Co.		927			52,644
International Flavors & Fragrances, Inc.		76			4,828
PPG Industries, Inc.		159			15,053
					82,459
Metals & Mining - 2.8%
BHP Billiton plc - ADR (United Kingdom)		1,394			117,347
Southern Copper Corp.		440			16,482
					133,829
Paper & Forest Products - 0.1%
International Paper Co.		224			6,917
Total Materials					223,205

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 2.9%
Diversified Telecommunication Services - 0.8%
Chunghwa Telecom Co. Ltd. - ADR (Taiwan)		688		$	21,706
Telefonos de Mexico S.A.B. de C.V. (Telmex) - ADR - Class L (Mexico)		829			15,519
					37,225
Wireless Telecommunication Services - 2.1%
Millicom International Cellular S.A. (Luxembourg)		54			5,850
NTT DoCoMo, Inc. - ADR (Japan)		3,419			63,286
Philippine Long Distance Telephone Co. - ADR (Philippines)		154			8,930
Rogers Communications, Inc. - Class B (Canada)		438			16,570
Turkcell Iletisim Hizmetleri AS - ADR (Turkey)		450			6,660
					101,296
Total Telecommunication Services					138,521
Utilities - 1.7%
Electric Utilities - 1.0%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)		415			8,661
Enersis S.A. - ADR (Chile)		488			10,424
Entergy Corp.		88			6,135
Exelon Corp.		498			20,991
					46,211
Independent Power Producers & Energy Traders - 0.3%
Empresa Nacional de Electricidad S.A. - ADR (Chile)		204			11,502
Multi-Utilities - 0.3%
Public Service Enterprise Group, Inc.		505			16,246
Water Utilities - 0.1%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		111			6,496
Total Utilities					80,455
TOTAL COMMON STOCKS (Identified Cost $4,323,510)					4,770,187
SHORT-TERM INVESTMENTS - 2.7%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.10% (Identified Cost $133,517)		133,517			133,517

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

Investment Portfolio - April 30, 2011 (unaudited)

	Value (Note 2)
TOTAL INVESTMENTS - 101.5% (Identified Cost $4,457,027)		$	4,903,704
LIABILITIES, LESS OTHER ASSETS - (1.5%)			(74,405	)
NET ASSETS - 100%		$	4,829,299

ADR - American Depository Receipt

NVS - Non-Voting Shares

* Non-income producing security

¹  Rate shown is the current yield as of April 30, 2011.

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

Statement of Assets and Liabilities (unaudited)

April 30, 2011

ASSETS:
Investments, at value (identified cost $4,457,027) (Note 2)	$	4,903,704
Receivable from investment advisor (Note 3)		6,904
Dividends receivable		5,781
Receivable for fund shares sold		275
Foreign tax reclaims receivable		218
TOTAL ASSETS		4,916,882
LIABILITIES:
Accrued fund accounting and administration (Note 3)		1,426
Accrued transfer agent fees (Note 3)		796
Accrued directors’ fees (Note 3)		302
Accrued Chief Compliance Officer service fees (Note 3)		246
Audit fees payable		18,846
Payable for fund shares repurchased		58,131
Other payables and accrued expenses		7,836
TOTAL LIABILITIES		87,583
TOTAL NET ASSETS	$	4,829,299
NET ASSETS CONSIST OF:
Capital stock	$	3,870
Additional paid-in-capital		4,187,094
Undistributed net investment income		11,087
Accumulated net realized gain on investments		180,571
Net unrealized appreciation on investments		446,677
TOTAL NET ASSETS	$	4,829,299
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($4,829,299/386,961 shares)	$	12.48

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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $1,218)	$	53,330
EXPENSES:
Fund accounting and administration fees (Note 3)		16,216
Management fees (Note 3)		7,752
Chief Compliance Officer service fees (Note 3)		1,388
Transfer agent fees (Note 3)		1,380
Directors’ fees (Note 3)		49
Audit fees		14,319
Registration and filing fees		9,474
Custodian fees		4,132
Printing fees		3,735
Legal fees		1,914
Postage fees		610
Miscellaneous		322
Total Expenses		61,291
Less reduction of expenses (Note 3)		(50,955	)
Net Expenses		10,336
NET INVESTMENT INCOME		42,994
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		197,756
Net change in unrealized appreciation on investments		257,500
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		455,256
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	498,250

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

Statements of Changes in Net Assets

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	42,994			$	67,054
Net realized gain on investments			197,756				276,470
Net change in unrealized appreciation (depreciation) on investments			257,500				(72,060	)
Net increase from operations			498,250				271,464
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(48,156	)			(65,478	)
From net realized gain on investments			(280,254	)			(765	)
Total distributions to shareholders			(328,410	)			(66,243	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			2,016,295				393,548
Net increase in net assets			2,186,135				598,769
NET ASSETS:
Beginning of period			2,643,164				2,044,395
End of period (including undistributed net investment income of $11,087 and $16,249, respectively)		$	4,829,299			$	2,643,164

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

Financial Highlights

	For the Six Months  Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10				For the Period 11/7/081 to 10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.41			$	11.38			$	10.00
Income from investment operations:
Net investment income2			0.15				0.36				0.34
Net realized and unrealized gain on investments			1.42				1.02				1.22
Total from investment operations			1.57				1.38				1.56
Less distributions to shareholders:
From net investment income			(0.20	)			(0.35	)			(0.18	)
From net realized gain on investments			(1.30	)			—	3			—
Total distributions to shareholders			(1.50	)			(0.35	)			(0.18	)
Net asset value - End of period		$	12.48			$	12.41			$	11.38
Net assets - End of period (000’s omitted)		$	4,829			$	2,643			$	2,044
Total return4			13.98	%			12.32	%			15.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.60	%5			0.60	%			0.60	%5
Net investment income			2.50	%5			2.99	%			3.33	%5
Portfolio turnover			34	%			73	%			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:
			2.96	%5			5.01	%			6.21	%5

¹ Commencement of operations.

² Calculated based on average shares outstanding during the periods.

³  Less than $0.01 per share.

⁴ Represents 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.

⁵ Annualized.

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, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Dividend Focus Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

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

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

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, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	362,274		$	362,274		$	—		$	—
Consumer Staples			1,038,854			1,038,854			—			—
Energy			804,459			804,459			—			—
Financials			16,381			16,381			—			—
Health Care			985,938			985,938			—			—
Industrials			641,786			641,786			—			—
Information Technology			478,314			478,314			—			—
Materials			223,205			223,205			—			—
Telecommunication Services			138,521			138,521			—			—
Utilities			80,455			80,455			—			—
Preferred securities			—			—			—			—
Debt securities			—			—			—			—
Mutual funds			133,517			133,517			—			—
Other financial instruments**			—			—			—			—
Total assets			4,903,704			4,903,704			—			—
Liabilities:
Other financial instruments**			—			—			—			—
Total liabilities			—			—			—			—
Total		$	4,903,704		$	4,903,704		$	—		$	—

* Includes common stock, warrants and rights.

** 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, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2010 or April 30, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

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

15

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

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

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2011, 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 period ended October 31, 2009 and the year ended October 31, 2010. 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.

16

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

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

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

The Advisor has contractually agreed, until at least February 28, 2012, 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 $50,955 for the six months ended April 30, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in the prior period.

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.

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration 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. Transfer Agent

17

Notes to Financial Statements (unaudited)

3. TRANSACTIONS WITH AFFILIATES (continued)

fees are charged to the Fund on a per account basis. Additionally, certain transaction- and cusip-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.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $2,905,267 and $1,166,436, 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 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		219,812			$	2,576,223			133,419			$	1,584,314
Reinvested		28,217				318,251			5,230				62,470
Repurchased		(74,078	)			(878,179	)		(105,342	)			(1,253,236	)
Total		173,951			$	2,016,295			33,307			$	393,548

At April 30, 2011, two shareholders owned 82,165 shares of the Series (21.3% of shares outstanding) valued at $1,025,414. In addition, the Advisor owned 59,398 shares (15.3% of shares outstanding) valued at $741,289 and the retirement plan of the Advisor and its affiliates owned 62,388 shares of the Series (16.1% of shares outstanding) valued at $778,604. Investment activities of these shareholders may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. 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, 2011.

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.

18

Notes to Financial Statements (unaudited)

8. FEDERAL INCOME TAX INFORMATION

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2010 was as follows:

Ordinary income	$	66,177
Long-term capital gains		66

At April 30, 2011, 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	$	4,471,741
Unrealized appreciation	$	457,623
Unrealized depreciation		(25,660	)
Net unrealized appreciation	$	431,963

19

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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

20

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 Pro-Blend’s Class R and Class C, and Target 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.

21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNDIV-4/11-SAR

OVERSEAS SERIES

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, 2010 to April 30, 2011).

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 11/1/10			Ending Account Value 4/30/11			Expenses Paid During Period* 11/1/10-4/30/11
Actual		$	1,000.00		$	1,160.80		$	3.96
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.12		$	3.71

* Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.74%, 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.

1

Portfolio Composition as of April 30, 2011 (unaudited)

2

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 94.6%
Consumer Discretionary - 13.2%
Automobiles - 1.7%
Bayerische Motoren Werke AG (BMW) (Germany)1		99,430		$	9,361,212
Suzuki Motor Corp. (Japan)1		461,900			10,996,382
					20,357,594
Hotels, Restaurants & Leisure - 1.6%
Accor S.A. (France)1		272,330			12,101,825
Ctrip.com International Ltd. - ADR (China)*		153,060			7,457,083
					19,558,908
Internet & Catalog Retail - 0.0%**
Ocado Group plc (United Kingdom)*1		10,107			38,326
Media - 7.0%
Grupo Televisa S.A. - ADR (Mexico)*		801,420			19,009,682
Imax Corp. (Canada)*		182,000			6,384,560
Liberty Global, Inc. - Class A (United States)*		276,050			12,836,325
Mediaset S.p.A. (Italy)1		916,690			6,107,392
Reed Elsevier plc (United Kingdom)1		697,560			6,179,842
Societe Television Francaise 1 (France)1		1,561,850			29,320,911
Virgin Media, Inc. (United Kingdom)		211,140			6,389,096
					86,227,808
Multiline Retail - 1.4%
Marks & Spencer Group plc (United Kingdom)1		2,699,970			17,542,129
Textiles, Apparel & Luxury Goods - 1.5%
Adidas AG (Germany)1		240,410			17,916,165
Total Consumer Discretionary					161,640,930
Consumer Staples - 17.4%
Beverages - 3.7%
Anheuser-Busch InBev N.V. (Belgium)1		297,810			19,005,652
Heineken N.V. (Netherlands)1		449,920			26,920,627
					45,926,279
Food & Staples Retailing - 5.6%
Carrefour S.A. (France)1		437,000			20,706,003
Koninklijke Ahold N.V. (Netherlands)1		1,092,660			15,344,806
Tesco plc (United Kingdom)1		4,785,720			32,264,712
					68,315,521
Food Products - 6.8%
Danone S.A. (France)1		381,220			27,911,559
Nestle S.A. (Switzerland)1		424,980			26,377,825
Unilever plc - ADR (United Kingdom)		895,730			29,173,926
					83,463,310

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products - 1.3%
Beiersdorf AG (Germany)1		137,390		$	8,947,698
Natura Cosmeticos S.A. (Brazil)		232,480			6,524,277
					15,471,975
Total Consumer Staples					213,177,085
Energy - 9.2%
Energy Equipment & Services - 5.7%
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		663,830			23,385,352
Petroleum Geo-Services ASA (Norway)*1		351,230			5,556,519
Schlumberger Ltd. (United States)		318,790			28,611,404
Trican Well Service Ltd. (Canada)		529,880			13,060,087
					70,613,362
Oil, Gas & Consumable Fuels - 3.5%
Cameco Corp. (Canada)		673,780			19,863,034
Talisman Energy, Inc. (Canada)		951,970			22,990,556
					42,853,590
Total Energy					113,466,952
Financials - 8.1%
Commercial Banks - 3.1%
Banco Santander S.A. (Spain)1		1,537,710			19,637,319
HSBC Holdings plc (United Kingdom)1		1,635,950			17,844,691
					37,482,010
Diversified Financial Services - 2.0%
Deutsche Boerse AG (Germany)1		303,380			25,186,279
Insurance - 1.9%
Allianz SE (Germany)1		144,800			22,749,726
Real Estate Investment Trusts (REITS) - 1.1%
British Land Co. plc (United Kingdom)1		673,180			6,777,973
Land Securities Group plc (United Kingdom)1		507,490			6,670,846
					13,448,819
Total Financials					98,866,834
Health Care - 12.6%
Health Care Equipment & Supplies - 4.2%
Cochlear Ltd. (Australia)1		210,140			18,578,666
Getinge AB - Class B (Sweden)1		338,850			9,014,818
Mindray Medical International Ltd. - ADR (China)		450,860			12,051,488
Straumann Holding AG (Switzerland)1		47,010			12,298,371
					51,943,343

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

Investment Portfolio - April 30, 2011(unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services - 3.6%
BML, Inc. (Japan)1		93,700		$	2,667,478
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		6,115,900			7,934,333
Sonic Healthcare Ltd. (Australia)1		2,445,720			33,640,011
					44,241,822
Life Sciences Tools & Services - 4.1%
Lonza Group AG (Switzerland)*1		508,350			43,716,982
QIAGEN N.V. (Netherlands)*1		301,760			6,451,946
					50,168,928
Pharmaceuticals - 0.7%
Santen Pharmaceutical Co. Ltd. (Japan)1		203,600			7,875,231
Total Health Care					154,229,324
Industrials - 10.3%
Aerospace & Defense - 0.4%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		171,070			5,556,354
Air Freight & Logistics - 2.7%
TNT N.V. (Netherlands)1		1,333,300			32,811,106
Airlines - 2.6%
Ryanair Holdings plc - ADR (Ireland)		1,036,520			31,593,130
Electrical Equipment - 2.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		496,490			13,648,510
Nexans S.A. (France)1		60,180			6,378,092
Prysmian S.p.A. (Italy)1		293,590			6,930,257
					26,956,859
Professional Services - 1.5%
Adecco S.A. (Switzerland)1		143,980			10,289,517
Randstad Holding N.V. (Netherlands)1		146,230			8,226,972
					18,516,489
Road & Rail - 0.9%
All America Latina Logistica S.A. (Brazil)		1,372,630			11,307,707
Total Industrials					126,741,645
Information Technology - 15.1%
Communications Equipment - 3.6%
Alcatel-Lucent - ADR (France)*		3,305,700			21,619,278
Telefonaktiebolaget LM Ericsson - Class B (Sweden)1		1,446,680			21,951,234
					43,570,512
Internet Software & Services - 0.5%
VistaPrint N.V. (Netherlands)*		119,390			6,494,816

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

Investment Portfolio - April 30, 2011 (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 6.0%
Amadeus IT Holding S.A. - Class A (Spain)1		302,650		$	6,342,955
Amdocs Ltd. (Guernsey)*		1,516,670			46,637,604
Cielo S.A. (Brazil)		1,146,350			10,718,795
Redecard S.A. (Brazil)		692,690			10,065,404
					73,764,758
Semiconductors & Semiconductor Equipment - 4.3%
Advantest Corp. (Japan)1		1,069,900			21,262,872
Sumco Corp. (Japan)1		907,860			17,512,325
Tokyo Electron Ltd. (Japan)1		239,500			13,865,625
					52,640,822
Software - 0.7%
Misys plc (United Kingdom)*1		1,662,550			8,769,113
Total Information Technology					185,240,021
Materials - 6.2%
Chemicals - 4.0%
Johnson Matthey plc (United Kingdom)1		614,670			20,590,375
Shin-Etsu Chemical Co. Ltd. (Japan)1		317,800			16,533,020
Syngenta AG (Switzerland)1		35,410			12,523,006
					49,646,401
Construction Materials - 2.2%
CRH plc (Ireland)1		517,240			12,735,993
Holcim, Ltd. (Switzerland)1		157,610			13,732,880
					26,468,873
Total Materials					76,115,274
Telecommunication Services - 2.5%
Diversified Telecommunication Services - 1.0%
Telenor ASA (Norway)1		747,770			12,918,246
Wireless Telecommunication Services - 1.5%
SK Telecom Co. Ltd. - ADR (South Korea)		950,290			18,036,504
Total Telecommunication Services					30,954,750
TOTAL COMMON STOCKS (Identified Cost $988,761,137)					1,160,432,815
PREFERRED STOCKS - 1.0%
Consumer Staples - 1.0%
Household Products - 1.0%
Henkel AG & Co. KGaA (Germany)1 (Identified Cost $7,757,093)		184,270			12,562,591

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

Investment Portfolio - April 30, 2011(unaudited)

	Shares		Value (Note 2)
SHORT-TERM INVESTMENTS - 4.0%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.10% (Identified Cost $49,060,142)		49,060,142		$	49,060,142
TOTAL INVESTMENTS - 99.6% (Identified Cost $1,045,578,372)					1,222,055,548
OTHER ASSETS, LESS LIABILITIES - 0.4%					4,803,217
NET ASSETS - 100%				$	1,226,858,765

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.1%

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  Rate shown is the current yield as of April 30, 2011.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom 12.4%; France 11.5%; Switzerland 10.8%.

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

Statement of Assets & Liabilities (unaudited)

April 30, 2011

ASSETS:
Investments, at value (identified cost $1,045,578,372) (Note 2)	$	1,222,055,548
Foreign currency, at value (cost $1,076,276)		1,088,769
Dividends receivable		3,344,184
Foreign tax reclaims receivable		930,311
Receivable for fund shares sold		348,149
TOTAL ASSETS		1,227,766,961
LIABILITIES:
Accrued management fees (Note 3)		676,044
Accrued fund accounting and administration fees (Note 3)		21,154
Accrued transfer agent fees (Note 3)		1,164
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for fund shares repurchased		153,045
Payable for securities purchased		38,196
Other payables and accrued expenses		18,324
TOTAL LIABILITIES		908,196
TOTAL NET ASSETS	$	1,226,858,765
NET ASSETS CONSIST OF:
Capital stock	$	440,910
Additional paid-in-capital		1,008,312,332
Undistributed net investment income		9,344,198
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		32,098,822
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		176,662,503
TOTAL NET ASSETS	$	1,226,858,765
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,226,858,765/44,090,954 shares)	$	27.83

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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $1,245,385)	$	13,547,544
EXPENSES:
Management fees (Note 3)		3,628,170
Fund accounting and administration fees (Note 3)		78,280
Directors’ fees (Note 3)		12,867
Transfer agent fees (Note 3)		2,065
Chief Compliance Officer service fees (Note 3)		1,383
Custodian fees		77,103
Miscellaneous		52,765
Total Expenses		3,852,633
NET INVESTMENT INCOME		9,694,911
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		40,481,128
Foreign currency and translation of other assets and liabilities		(476,271	)
		40,004,857
Net change in unrealized appreciation on-
Investments		110,963,344
Foreign currency and translation of other assets and liabilities		89,861
		111,053,205
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		151,058,062
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	160,752,973

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

Statements of Changes in Net Assets

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	9,694,911			$	9,265,081
Net realized gain on investments and foreign currency			40,004,857				1,397,738
Net change in unrealized appreciation on investments and foreign currency			111,053,205				69,265,385
Net increase from operations			160,752,973				79,928,204
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(9,601,100	)			(4,177,043	)
From net realized gain on investments			(31,172	)			—
Total distributions to shareholders			(9,632,272	)			(4,177,043	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			157,465,575				394,080,109
Net increase in net assets			308,586,276				469,831,270
NET ASSETS:
Beginning of period			918,272,489				448,441,219
End of period (including undistributed net investment income of $9,344,198 and $9,250,387, respectively)		$	1,226,858,765			$	918,272,489

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

Financial Highlights

	For the Six Months Ended 4/30/11				For the Years Ended
	(unaudited)				10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	24.22			$	21.68			$	17.78			$	33.55			$	26.69			$	21.56
Income (loss) from investment operations:
Net investment income			0.24	1			0.32	1			0.36	1			0.34				0.40	1			0.42	1
Net realized and unrealized gain (loss) on investments			3.62				2.41				4.35				(13.17	)			7.16				6.42
Total from investment operations			3.86				2.73				4.71				(12.83	)			7.56				6.84
Less distributions to shareholders:
From net investment income			(0.25	)			(0.19	)			(0.42	)			(0.29	)			(0.17	)			(0.21	)
From net realized gain on investments			—	2			—				(0.39	)			(2.65	)			(0.53	)			(1.50	)
Total distributions to shareholders			(0.25	)			(0.19	)			(0.81	)			(2.94	)			(0.70	)			(1.71	)
Net asset value - End of period		$	27.83			$	24.22			$	21.68			$	17.78			$	33.55			$	26.69
Net assets - End of period (000’s omitted)		$	1,226,859			$	918,272			$	448,441			$	174,371			$	216,637			$	87,418
Total return3			16.08	%			12.68	%			28.10	%			(41.58	%)			28.88	%			33.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.74	%4			0.75	%			0.75	%			0.80	%			0.84	%			0.95	%
Net investment income			1.87	%4			1.42	%			1.97	%			1.48	%			1.34	%			1.69	%
Portfolio turnover			21	%			36	%			49	%			43	%			54	%			54	%
*       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:
			N/A				0.01	%			0.05	%			0.03	%			N/A				0.09	%

¹ Calculated based on average shares outstanding during the periods.

² Less than ($0.01) per share.

³ Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions. Total returns would have been lower had certain expenses not been waived or reimbursed during certain years. Periods less than one year are not annualized.

⁴ Annualized.

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, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Overseas Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

Securities for which representative valuations or prices are not available from the Fund’s pricing service may be valued at fair value. Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”). In accordance with the procedures approved by the Board, certain securities trading outside the U.S. whose values were adjusted following the close of local trading use a factor from a third party vendor to the extent available. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security, where a factor from a third party vendor is provided as a Level 2 security.

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,

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, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	161,640,930		$	52,076,746		$	109,564,184		$	—
Consumer Staples			213,177,085			35,698,203			177,478,882			—
Energy			113,466,952			84,525,081			28,941,871			—
Financials			98,866,834			—			98,866,834			—
Health Care			154,229,324			12,051,488			142,177,836			—
Industrials			126,741,645			62,105,701			64,635,944			—
Information Technology			185,240,021			95,535,897			89,704,124			—
Materials			76,115,274			—			76,115,274			—
Telecommunication Services			30,954,750			18,036,504			12,918,246			—
Preferred securities:
Consumer Staples			12,562,591			—			12,562,591			—
Debt securities			—			—			—			—
Mutual funds			49,060,142			49,060,142			—			—
Other financial instruments**			—			—			—			—
Total assets			1,222,055,548			409,089,762			812,965,786			—
Liabilities:
Other financial instruments**			—			—			—			—
Total liabilities			—			—			—			—
Total		$	1,222,055,548		$	409,089,762		$	812,965,786		$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for foreign securities where values were adjusted following the close of local trading using a factor from a third party vendor. 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, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2010 or April 30, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

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.

13

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2011, 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, 2007 through October 31, 2010. 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.

14

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 0.70% of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least February 28, 2012, 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. The Advisor did not waive any fees for the six months ended April 30, 2011. 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.

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration 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. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction- 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)

3. TRANSACTIONS WITH AFFILIATES (continued)

Expenses not directly attributable to a Series are allocated based on each Series’ relative net assets or number of accounts, depending on the expense.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $379,532,591 and $211,861,628, 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 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		8,926,971			$	228,072,791			20,854,822			$	474,864,322
Reinvested		347,072				8,409,551			149,986				3,353,687
Repurchased		(3,091,132	)			(79,016,767	)		(3,776,695	)			(84,137,900	)
Total		6,182,911			$	157,465,575			17,228,113			$	394,080,109

At April 30, 2011, the retirement plan of the Advisor and its affiliates owned 153,526 shares of the Series (0.4% of shares outstanding) valued at $4,272,623.

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, which 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, 2011.

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. The Series may periodically make reclassifications among its capital accounts to reflect income

16

Notes to Financial Statements (unaudited)

8. FEDERAL INCOME TAX INFORMATION (continued)

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, 2010 was as follows:

Ordinary income $  4,177,043

At April 30, 2011, 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	$	1,051,954,430
Unrealized appreciation	$	187,654,271
Unrealized depreciation		(17,553,153	)
Net unrealized appreciation	$	170,101,118

17

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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

18

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 Pro-Blend’s Class R and Class C, and Target 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.

19

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20

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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

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.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNOVS-4/11-SAR

PRO-BLEND^® CONSERVATIVE TERM SERIES

PRO-BLEND^® MODERATE TERM SERIES

PRO-BLEND^® EXTENDED TERM SERIES

PRO-BLEND^® MAXIMUM TERM SERIES

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2010 to April 30, 2011).

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 11/1/10			Ending Account  Value 4/30/11			Expenses Paid During  Period 11/1/10-4/30/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	1,037.20		$	4.39		0.87	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.48		$	4.36		0.87	%
Class I
Actual		$	1,000.00		$	1,038.20		$	3.39		0.67	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.47		$	3.36		0.67	%
Class C
Actual		$	1,000.00		$	1,033.70		$	8.42		1.67	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,016.51		$	8.35		1.67	%
Class R
Actual		$	1,000.00		$	1,035.70		$	5.91		1.17	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.99		$	5.86		1.17	%

* 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.

1

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

As of April 30, 2011

Sector Allocation3
Financials	17.38	%
Consumer Discretionary	7.19	%
Information Technology	7.02	%
Industrials	6.72	%
Consumer Staples	5.05	%
Energy	4.24	%
Health Care	3.92	%
Materials	3.19	%
Utilities	0.91	%
Telecommunication Services	0.83	%

³  Including common stocks, preferred stocks, warrants, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings4
Google, Inc. - Class A	0.75	%
Time Warner, Inc.	0.72	%
Hess Corp.	0.61	%
QUALCOMM, Inc.	0.56	%
Baker Hughes, Inc.	0.53	%

⁴  As a percentage of total investments.

Top Five Bond Holdings5
Freddie Mac, 0.875%, 10/28/2013	3.21	%
Fannie Mae, 1.625%, 10/26/2015	1.99	%
U.S. Treasury Note, 0.375%, 9/30/2012	1.71	%
Fannie Mae, 2.375%, 7/28/2015	1.60	%
Freddie Mac, 0.375%, 11/30/2012	1.51	%

⁵  As a percentage of total investments.

2

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS - 25.02%
Consumer Discretionary - 2.57%
Auto Components - 0.03%
Cooper Tire & Rubber Co.		4,520	$	121,950
Hankook Tire Co. Ltd. (South Korea)1		5,450		218,896
				340,846
Automobiles - 0.03%
Bayerische Motoren Werke AG (BMW) (Germany)1		1,430		134,633
Suzuki Motor Corp. (Japan)1		1,900		45,233
Yamaha Motor Co. Ltd. (Japan)*1		7,000		134,555
				314,421
Distributors - 0.01%
Inchcape plc (United Kingdom)*1		21,000		128,194
Diversified Consumer Services - 0.02%
Capella Education Co.*		700		34,720
Grand Canyon Education, Inc.*		3,680		53,213
Strayer Education, Inc.		620		76,806
				164,739
Hotels, Restaurants & Leisure - 0.44%
Accor S.A. (France)1		3,290		146,201
Carnival Corp.		99,780		3,798,625
Ctrip.com International Ltd. - ADR (China)*		5,000		243,600
Hyatt Hotels Corp. - Class A*		1,960		86,848
Intercontinental Hotels Group plc (United Kingdom)1		4,640		101,861
				4,377,135
Household Durables - 0.05%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		25,250		74,510
DR Horton, Inc.		3,200		39,808
Lennar Corp. - Class A		5,620		106,724
LG Electronics, Inc. (South Korea)1		1,100		105,898
Rodobens Negocios Imobiliarios S.A. (Brazil)		17,780		152,348
Toll Brothers, Inc.*		2,020		42,440
				521,728
Internet & Catalog Retail - 0.01%
Ocado Group plc (United Kingdom)*1		23,790		90,213
Media - 1.85%
Gestevision Telecinco S.A. (Spain)1		16,730		188,062
Grupo Televisa S.A. - ADR (Mexico)*		6,070		143,980
Imax Corp. (Canada)*		8,690		304,845
Liberty Global, Inc. - Class A*		59,810		2,781,165
Mediaset S.p.A. (Italy)1		4,980		33,179
Reed Elsevier plc (United Kingdom)1		7,380		65,381

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Reed Elsevier plc - ADR (United Kingdom)		1,308	$	46,512
Societe Television Francaise 1 (France)1		16,930		317,830
Time Warner, Inc.		188,620		7,141,153
Virgin Media, Inc. (United Kingdom)		69,830		2,113,056
The Walt Disney Co.		116,090		5,003,479
Wolters Kluwer N.V. (Netherlands)1		3,680		85,742
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		61,000		345,538
				18,569,922
Multiline Retail - 0.03%
Marks & Spencer Group plc (United Kingdom)1		18,990		123,381
Nordstrom, Inc.		1,020		48,501
PPR (France)1		745		133,196
				305,078
Specialty Retail - 0.09%
Chico’s FAS, Inc.		5,560		81,343
Dick’s Sporting Goods, Inc.*		5,330		218,157
The Finish Line, Inc. - Class A		5,670		121,848
Group 1 Automotive, Inc.		1,410		60,686
Inditex S.A. (Spain)1		900		80,711
KOMERI Co. Ltd. (Japan)1		1,500		40,840
Lumber Liquidators Holdings, Inc.*		5,470		141,947
Penske Automotive Group, Inc.*		2,810		63,169
Sonic Automotive, Inc. - Class A		4,020		56,682
				865,383
Textiles, Apparel & Luxury Goods - 0.01%
Adidas AG (Germany)1		1,530		114,021
Total Consumer Discretionary				25,791,680
Consumer Staples - 3.56%
Beverages - 0.89%
Anheuser-Busch InBev N.V. (Belgium)1		67,890		4,332,607
Central European Distribution Corp.		5,230		61,819
The Coca-Cola Co.		62,730		4,231,766
Diageo plc (United Kingdom)1		4,790		97,444
Heineken N.V. (Netherlands)1		3,670		219,592
				8,943,228
Food & Staples Retailing - 0.80%
BJ’s Wholesale Club, Inc.*		1,760		90,323
Carrefour S.A. (France)1		9,650		457,238

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food & Staples Retailing (continued)
Casino Guichard-Perrachon S.A. (France)1		1,100	$	115,744
Koninklijke Ahold N.V. (Netherlands)1		9,120		128,077
The Kroger Co.		138,140		3,358,183
Safeway, Inc.		136,760		3,324,636
SUPERVALU, Inc.		11,870		133,656
Tesco plc (United Kingdom)1		58,505		394,433
				8,002,290
Food Products - 1.86%
Barry Callebaut AG (Switzerland)1		180		172,165
Flowers Foods, Inc.		4,170		127,435
General Mills, Inc.		107,200		4,135,776
Kellogg Co.		24,450		1,400,252
Kraft Foods, Inc. - Class A		130,090		4,368,422
Nestle S.A. (Switzerland)1		60,550		3,758,241
Sanderson Farms, Inc.		2,110		100,436
Suedzucker AG (Germany)1		2,950		90,945
Unilever plc - ADR (United Kingdom)		138,340		4,505,734
				18,659,406
Household Products - 0.01%
Reckitt Benckiser Group plc (United Kingdom)1		2,325		129,379
Personal Products - 0.00%**
Beiersdorf AG (Germany)1		930		60,567
Total Consumer Staples				35,794,870
Energy - 2.09%
Energy Equipment & Services - 1.40%
Baker Hughes, Inc.		68,175		5,277,427
Calfrac Well Services Ltd. (Canada)		6,480		229,230
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		5,950		209,606
ION Geophysical Corp.*		9,000		113,760
Key Energy Services, Inc.*		2,620		47,684
Petroleum Geo-Services ASA (Norway)*1		7,500		118,651
Schlumberger Ltd.		42,900		3,850,275
Trican Well Service Ltd. (Canada)		18,600		458,439
Weatherford International Ltd. (Switzerland)*		173,934		3,753,496
				14,058,568
Oil, Gas & Consumable Fuels - 0.69%
Cameco Corp. (Canada)		3,780		111,434
Hess Corp.		70,080		6,024,077
Paladin Energy Ltd. (Australia)*		35,610		128,718

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Repsol YPF S.A. (Spain)1		1,990	$	71,042
Royal Dutch Shell plc - Class B (Netherlands)1		2,646		102,941
Royal Dutch Shell plc - Class B - ADR (Netherlands)		2,580		202,169
Talisman Energy, Inc. (Canada)		8,420		203,347
Total S.A. (France)1		1,820		116,556
				6,960,284
Total Energy				21,018,852
Financials - 3.37%
Capital Markets - 1.41%
The Bank of New York Mellon Corp.2		160,991		4,662,299
The Charles Schwab Corp.		280,640		5,138,518
Credit Suisse Group AG - ADR (Switzerland)		830		37,757
Evercore Partners, Inc. - Class A		2,190		76,409
GAM Holding AG (Switzerland)*1		13,770		271,408
The Goldman Sachs Group, Inc.		680		102,687
Greenhill & Co., Inc.		700		41,300
Lazard Ltd. - Class A (Bermuda)		1,590		65,190
Northern Trust Corp.		1,690		84,483
State Street Corp.		80,000		3,724,000
				14,204,051
Commercial Banks - 0.21%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		12,920		165,505
Banco Santander S.A. (Spain)1		11,050		141,114
Banco Santander S.A. - ADR (Spain)		14,530		180,172
Barclays plc - ADR (United Kingdom)		1,990		37,910
BNP Paribas (France)1		930		73,521
CIT Group, Inc.*		1,940		82,372
Credit Agricole S.A. (France)1		1,370		22,789
First Commonwealth Financial Corp.		48,970		303,614
First Financial Bancorp		9,720		160,186
HSBC Holdings plc (United Kingdom)1		8,500		92,717
HSBC Holdings plc - ADR (United Kingdom)		3,177		173,051
ICICI Bank Ltd. - ADR (India)		3,140		158,256
Societe Generale - ADR (France)3		3,250		43,485
Standard Chartered plc (United Kingdom)1		4,590		127,564
U.S. Bancorp		7,920		204,494
Wells Fargo & Co.		4,300		125,173
				2,091,923
Consumer Finance - 0.52%
American Express Co.		100,950		4,954,626

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

Investment Portfolio - April 30, 2011 (unaudited)

			Value
Pro-Blend® Conservative Term Series	Shares		(Note 2)
COMMON STOCKS (continued)
Financials (continued)
Consumer Finance (continued)
Discover Financial Services		7,000	$	173,880
Green Dot Corp. - Class A*		1,200		51,792
				5,180,298
Diversified Financial Services - 0.15%
Bank of America Corp.		9,980		122,554
Bolsas y Mercados Espanoles S.A. (Spain)1		4,790		162,163
CME Group, Inc.		790		233,658
Deutsche Boerse AG (Germany)1		4,380		363,623
ING Groep N.V. (Netherlands)*1		185		2,437
JPMorgan Chase & Co.		6,430		293,401
MarketAxess Holdings, Inc.		7,500		182,625
Moody’s Corp.		4,260		166,736
				1,527,197
Insurance - 0.17%
Allianz SE (Germany)1		4,510		708,572
The Allstate Corp.		5,500		186,120
AXA S.A. (France)1		1,230		27,574
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		100		125,858
Mapfre S.A. (Spain)1		32,000		133,565
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		1,195		197,264
Zurich Financial Services AG (Switzerland)*1		1,080		303,673
				1,682,626
Real Estate Investment Trusts (REITS) - 0.84%
Alexandria Real Estate Equities, Inc.		3,770		309,706
Alstria Office REIT AG (Germany)1		9,950		157,691
American Campus Communities, Inc.		9,010		316,702
Apartment Investment & Management Co. - Class A		11,860		319,746
Associated Estates Realty Corp.		4,790		79,706
AvalonBay Communities, Inc.		1,690		213,971
BioMed Realty Trust, Inc.		24,430		484,691
Boston Properties, Inc.		2,880		301,046
British Land Co. plc (United Kingdom)1		9,730		97,967
Camden Property Trust		4,090		256,648
Cedar Shopping Centers, Inc.		15,060		88,854
Cogdell Spencer, Inc.		37,950		229,597
Coresite Realty Corp.		6,300		99,477
Corporate Office Properties Trust		13,150		463,012
DiamondRock Hospitality Co.		5,110		61,524
Digital Realty Trust, Inc.		8,170		492,978
DuPont Fabros Technology, Inc.		11,570		283,002

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Education Realty Trust, Inc.		5,800	$	49,358
Equity Lifestyle Properties, Inc.		3,510		209,968
Equity One, Inc.		3,910		77,496
Equity Residential		4,010		239,477
General Growth Properties, Inc.		5,210		87,007
HCP, Inc.		5,470		216,721
Health Care REIT, Inc.		4,420		237,663
Healthcare Realty Trust, Inc.		7,090		161,936
Home Properties, Inc.		3,880		245,992
Host Hotels & Resorts, Inc.		14,737		262,171
Kimco Realty Corp.		10,780		210,641
Land Securities Group plc (United Kingdom)1		8,100		106,473
LaSalle Hotel Properties		2,455		69,084
Mack-Cali Realty Corp.		2,170		76,644
Mid-America Apartment Communities, Inc.		1,090		72,867
Morguard Real Estate Investment Trust (Canada)		5,900		94,098
National Retail Properties, Inc.		6,620		174,371
Omega Healthcare Investors, Inc.		3,590		82,426
Pebblebrook Hotel Trust		11,790		252,896
Public Storage		2,040		239,312
Realty Income Corp.		5,150		183,083
Simon Property Group, Inc.		2,224		254,737
Sovran Self Storage, Inc.		2,840		121,495
Sunstone Hotel Investors, Inc.*		16,050		167,883
Tanger Factory Outlet Centers		3,790		104,718
UDR, Inc.		8,560		221,618
				8,476,453
Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*		3,590		95,889
Thrifts & Mortgage Finance - 0.06%
Aareal Bank AG (Germany)*1		3,745		113,545
First Niagara Financial Group, Inc.		23,430		337,392
People’s United Financial, Inc.		10,160		139,090
				590,027
Total Financials				33,848,464
Health Care - 2.83%
Biotechnology - 0.21%
Amgen, Inc.*		6,110		347,354
Cangene Corp. (Canada)*		15,000		35,671
Dendreon Corp.*		6,000		260,580

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Biotechnology (continued)
Exact Sciences Corp.*		19,340		$	154,913
InterMune, Inc.*		6,060			270,518
Momenta Pharmaceuticals, Inc.*		14,000			264,180
Myriad Genetics, Inc.*		13,080			280,435
Swedish Orphan Biovitrum AB (Sweden)*1		41,000			170,439
United Therapeutics Corp.*		5,400			361,584
					2,145,674
Health Care Equipment & Supplies - 1.26%
Abaxis, Inc.*		12,750			370,388
Alere, Inc.*		21,620			802,967
Becton, Dickinson and Co.		31,290			2,689,063
BioMerieux (France)1		3,780			410,976
Boston Scientific Corp.*		353,310			2,646,292
Cochlear Ltd. (Australia)1		7,840			693,141
Conceptus, Inc.*		15,900			245,337
DexCom, Inc.*		36,280			604,062
Gen-Probe, Inc.*		10,930			906,316
Getinge AB - Class B (Sweden)1		3,000			79,812
HeartWare International, Inc.*		4,720			352,159
Insulet Corp.*		27,590			592,909
Mindray Medical International Ltd. - ADR (China)		1,220			32,611
Quidel Corp.*		25,500			338,385
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		9,000			24,710
Sirona Dental Systems, Inc.*		5,920			337,854
Straumann Holding AG (Switzerland)1		2,305			603,015
Thoratec Corp.*		6,850			210,295
Zoll Medical Corp.*		13,320			754,978
					12,695,270
Health Care Providers & Services - 0.33%
Amil Participacoes S.A. (Brazil)		12,540			152,246
Assisted Living Concepts, Inc. - Class A*		6,400			230,784
Bio-Reference Laboratories, Inc.*		11,850			298,739
Brookdale Senior Living, Inc.*		25,370			691,079
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		49,330			63,997
Capital Senior Living Corp.*		27,000			250,290
China Cord Blood Corp. (Hong Kong)*		37,000			124,690
Diagnosticos da America S.A. (Brazil)		31,230			419,259
Odontoprev S.A. (Brazil)		15,910			254,244
Sonic Healthcare Ltd. (Australia)1		60,980			838,758
					3,324,086

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology - 0.51%
Allscripts Healthcare Solutions, Inc.*		11,570		$	249,218
Cerner Corp.*		40,180			4,828,832
					5,078,050
Life Sciences Tools & Services - 0.30%
QIAGEN N.V. (Netherlands)*		96,340			2,058,786
QIAGEN N.V. (Netherlands)*1		2,390			51,101
Sequenom, Inc.*		70,440			496,602
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		22,000			387,200
					2,993,689
Pharmaceuticals - 0.22%
AstraZeneca plc (United Kingdom)1		615			30,515
AstraZeneca plc - ADR (United Kingdom)		1,510			75,243
Bayer AG (Germany)1		4,310			378,395
GlaxoSmithKline plc (United Kingdom)1		5,525			120,693
Green Cross Corp. (South Korea)1		2,440			316,950
Kalbe Farma Tbk PT (Indonesia)1		860,000			359,819
Sanofi-Aventis S.A. (France)1		851			67,329
Santen Pharmaceutical Co. Ltd. (Japan)1		1,500			58,020
Shire plc (Ireland)1		5,745			178,281
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		2,920			133,532
UCB S.A. (Belgium)1		9,240			446,414
					2,165,191
Total Health Care					28,401,960
Industrials - 2.46%
Aerospace & Defense - 0.45%
The Boeing Co.		55,800			4,451,724
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		1,480			48,070
					4,499,794
Air Freight & Logistics - 0.66%
Atlas Air Worldwide Holdings, Inc.*		1,540			106,121
FedEx Corp.		33,000			3,157,110
TNT N.V. (Netherlands)1		11,430			281,280
United Parcel Service, Inc. - Class B		41,552			3,115,153
					6,659,664
Airlines - 0.44%
Copa Holdings S.A. - Class A (Panama)		1,770			102,926
Deutsche Lufthansa AG (Germany)1		6,570			149,059
Ryanair Holdings plc - ADR (Ireland)		7,710			235,001
Southwest Airlines Co.		325,975			3,830,206

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
US Airways Group, Inc.*		6,470		$	58,812
					4,376,004
Commercial Services & Supplies - 0.04%
Tomra Systems ASA (Norway)1		50,250			431,201
Construction & Engineering - 0.01%
MYR Group, Inc.*		2,460			61,328
Electrical Equipment - 0.07%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		12,480			343,075
Alstom S.A. (France)1		3,310			220,074
American Superconductor Corp.*		1,300			15,405
Nexans S.A. (France)1		840			89,026
Prysmian S.p.A. (Italy)1		2,500			59,013
					726,593
Industrial Conglomerates - 0.06%
Siemens AG (Germany)1		4,080			593,473
Machinery - 0.20%
Astec Industries, Inc.*		2,180			84,540
Flowserve Corp.		10,081			1,276,456
Lindsay Corp.		1,500			109,980
Meritor, Inc.*		3,900			67,119
Okano Valve Manufacturing Co. (Japan)1		4,000			21,045
Titan International, Inc.		3,800			117,382
Wabash National Corp.*		11,870			130,926
Westport Innovations, Inc. (Canada)*		6,860			173,558
					1,981,006
Marine - 0.01%
D/S Norden (Denmark)1		2,710			97,118
Road & Rail - 0.51%
All America Latina Logistica S.A. (Brazil)		31,400			258,673
Heartland Express, Inc.		5,930			102,293
Knight Transportation, Inc.		5,090			91,671
Norfolk Southern Corp.		59,930			4,475,572
RailAmerica, Inc.*		14,470			246,279
					5,174,488
Transportation Infrastructure - 0.01%
Groupe Eurotunnel S.A. (France)1		8,100			88,066
Total Industrials					24,688,735

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology - 6.33%
Communications Equipment - 1.88%
Alcatel-Lucent - ADR (France)*		69,170		$	452,372
Cisco Systems, Inc.		285,118			5,006,672
Infinera Corp.*		46,500			363,630
Juniper Networks, Inc.*		51,456			1,972,308
QUALCOMM, Inc.		97,050			5,516,322
Riverbed Technology, Inc.*		6,280			220,679
Telefonaktiebolaget LM Ericsson - Class B (Sweden)1		12,340			187,241
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		340,770			5,179,704
					18,898,928
Computers & Peripherals - 0.43%
Apple, Inc.*		510			177,597
EMC Corp.*		144,210			4,086,911
Immersion Corp.*		16,120			116,709
					4,381,217
Electronic Equipment, Instruments & Components - 0.01%
Hitachi Ltd. (Japan)1		23,000			124,838
Internet Software & Services - 0.85%
comScore, Inc.*		11,840			352,950
Google, Inc. - Class A*		13,765			7,489,537
Liquidity Services, Inc.*		12,400			241,180
VistaPrint N.V. (Netherlands)*		9,630			523,872
					8,607,539
IT Services - 2.16%
Amadeus IT Holding S.A. - Class A (Spain)1		10,650			223,203
Amdocs Ltd. (Guernsey)*		21,140			650,055
Automatic Data Processing, Inc.		94,658			5,144,662
Cap Gemini S.A. (France)1		5,590			338,592
Cielo S.A. (Brazil)		26,000			243,110
Indra Sistemas S.A. (Spain)1		12,210			276,942
MasterCard, Inc. - Class A		18,050			4,979,815
Redecard S.A. (Brazil)		13,370			194,278
Visa, Inc. - Class A		58,330			4,556,740
The Western Union Co.		238,510			5,068,338
					21,675,735
Semiconductors & Semiconductor Equipment - 0.15%
Advantest Corp. (Japan)1		19,100			379,588
Infineon Technologies AG (Germany)1		28,000			317,451
Sumco Corp. (Japan)1		22,300			430,160
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		9,041			122,054

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Tokyo Electron Ltd. (Japan)1		3,900		$	225,787
					1,475,040
Software - 0.85%
Adobe Systems, Inc.*		1,860			62,403
Autodesk, Inc.*		95,040			4,274,899
CommVault Systems, Inc.*		1,060			41,753
DemandTec, Inc.*		15,810			175,017
Electronic Arts, Inc.*		128,830			2,599,789
Fortinet, Inc.*		8,630			420,281
Misys plc (United Kingdom)*1		13,260			69,940
QLIK Technologies, Inc.*		3,000			96,180
SAP AG (Germany)1		2,290			147,545
SolarWinds, Inc.*		15,080			365,388
Taleo Corp. - Class A*		7,190			260,781
					8,513,976
Total Information Technology					63,677,273
Materials - 1.27%
Chemicals - 0.84%
Arkema S.A. (France)1		2			208
BASF SE (Germany)1		1,660			170,456
Calgon Carbon Corp.*		9,140			156,842
Flotek Industries, Inc.*		8,380			80,280
Johnson Matthey plc (United Kingdom)1		4,800			160,792
Linde AG (Germany)1		810			145,772
Monsanto Co.		75,700			5,150,628
The Scotts Miracle-Gro Co. - Class A		1,300			73,411
Shin-Etsu Chemical Co. Ltd. (Japan)1		4,300			223,700
Syngenta AG (Switzerland)1		6,500			2,298,773
					8,460,862
Construction Materials - 0.23%
CRH plc (Ireland)1		7,700			189,597
Eagle Materials, Inc.		6,500			189,085
Holcim, Ltd. (Switzerland)*1		1,230			107,172
Martin Marietta Materials, Inc.		9,930			905,517
Vulcan Materials Co.		19,500			881,400
					2,272,771
Containers & Packaging - 0.20%
Owens-Illinois, Inc.*		68,730			2,039,219
Total Materials					12,772,852

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 0.49%
Diversified Telecommunication Services - 0.47%
France Telecom S.A. (France)1		4,780		$	112,016
Swisscom AG - ADR (Switzerland)3		3,150			144,585
Telefonica S.A. - ADR (Spain)		10,500			283,080
Telenor ASA (Norway)1		241,940			4,179,682
					4,719,363
Wireless Telecommunication Services - 0.02%
SK Telecom Co. Ltd. - ADR (South Korea)		11,320			214,854
Total Telecommunication Services					4,934,217
Utilities - 0.05%
Electric Utilities - 0.03%
Brookfield Infrastructure Partners LP - ADR (Bermuda)		4,149			97,502
E.ON AG (Germany)1		4,875			166,623
					264,125
Independent Power Producers & Energy Traders - 0.00%**
GenOn Energy, Inc.*		14,269			56,077
Multi-Utilities - 0.01%
National Grid plc (United Kingdom)1		8,760			89,878
Water Utilities - 0.01%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		5,860			104,222
Total Utilities					514,302
TOTAL COMMON STOCKS (Identified Cost $208,823,513)					251,443,205
PREFERRED STOCKS - 0.40%
Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany)1		1,540			104,989
Financials - 0.39%
Commercial Banks - 0.12%
PNC Financial Services Group, Inc., Series K, 8.25%4		180,000			190,509
Wells Fargo & Co., Series K, 7.98%4		900,000			990,000
					1,180,509
Diversified Financial Services - 0.23%
Bank of America Corp., Series K, 8.00%4		970,000			1,049,278
JPMorgan Chase & Co., Series 1, 7.90%4		1,125,000			1,236,071
					2,285,349

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares/ Principal Amount			Value (Note 2)
PREFERRED STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) - 0.04%
Public Storage*			18,560		$	468,826
Total Financials						3,934,684
TOTAL PREFERRED STOCKS (Identified Cost $3,820,104)						4,039,673
WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011* (Identified Cost $215)			348			143
CORPORATE BONDS - 30.40%
Convertible Corporate Bonds - 0.07%
Financials - 0.05%
Real Estate Investment Trusts (REITS) - 0.05%
BioMed Realty LP5, 3.75%, 1/15/2015		$	410,000			494,050
Health Care - 0.01%
Biotechnology - 0.01%
Amgen, Inc., 0.375%, 2/1/2013			110,000			109,725
Information Technology - 0.01%
Computers & Peripherals - 0.01%
EMC Corp., 1.75%, 12/1/2013			40,000			72,100
Total Convertible Corporate Bonds (Identified Cost $632,440)						675,875
Non-Convertible Corporate Bonds - 30.33%
Consumer Discretionary - 4.54%
Hotels, Restaurants & Leisure - 0.78%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.5, 9.125%, 8/1/2018			110,000			119,900
International Game Technology, 7.50%, 6/15/2019			4,000,000			4,602,384
McDonald’s Corp., 5.80%, 10/15/2017			1,920,000			2,227,240
Scientific Games International, Inc.5, 7.875%, 6/15/2016			110,000			115,500
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016			225,000			249,750
Wyndham Worldwide Corp., 9.875%, 5/1/2014			90,000			106,295
Wyndham Worldwide Corp., 6.00%, 12/1/2016			370,000			396,038
						7,817,107
Household Durables - 0.08%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020			820,000			824,734

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media - 3.22%
Cablevision Systems Corp., 8.625%, 9/15/2017		$	335,000		$	375,200
Columbus International, Inc. (Barbados)5, 11.50%, 11/20/2014			130,000			149,500
Comcast Corp., 5.15%, 3/1/2020			8,000,000			8,490,288
Comcast Corp., 6.50%, 11/15/2035			540,000			580,317
Comcast Corp., 6.95%, 8/15/2037			490,000			550,481
DIRECTV Holdings LLC, 5.20%, 3/15/2020			6,000,000			6,296,274
Discovery Communications LLC, 5.05%, 6/1/2020			6,580,000			6,927,141
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)5, 7.50%, 3/15/2019			280,000			287,000
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			270,000			302,400
Sirius XM Radio, Inc.5, 9.75%, 9/1/2015			235,000			264,375
Time Warner, Inc., 4.875%, 3/15/2020			6,000,000			6,217,266
Time Warner, Inc., 4.75%, 3/29/2021			715,000			729,299
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017			270,000			285,525
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017		EUR	90,000			139,969
UPCB Finance III Ltd. (Cayman Islands)5, 6.625%, 7/1/2020		$	490,000			482,038
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			120,000			135,600
XM Satellite Radio, Inc.5, 7.625%, 11/1/2018			170,000			181,050
						32,393,723
Multiline Retail - 0.04%
Target Corp., 6.00%, 1/15/2018			325,000			376,767
Specialty Retail - 0.34%
DirectBuy Holdings, Inc.5, 12.00%, 2/1/2017			315,000			176,400
The Home Depot, Inc., 5.40%, 3/1/2016			510,000			569,924
Lowe’s Companies, Inc., 6.10%, 9/15/2017			1,800,000			2,084,011
Rent-A-Center, Inc.5, 6.625%, 11/15/2020			385,000			385,481
Toys R Us Property Co., LLC, 8.50%, 12/1/2017			230,000			247,250
						3,463,066
Textiles, Apparel & Luxury Goods - 0.08%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019			430,000			423,550
VF Corp., 5.95%, 11/1/2017			330,000			382,427
						805,977
Total Consumer Discretionary						45,681,374
Consumer Staples - 1.42%
Beverages - 0.11%
CEDC Finance Corp. International, Inc.5, 9.125%, 12/1/2016			235,000			227,362

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
Constellation Brands, Inc., 8.375%, 12/15/2014		$	230,000		$	261,625
Constellation Brands, Inc., 7.25%, 9/1/2016			395,000			430,550
PepsiCo, Inc., 5.00%, 6/1/2018			110,000			121,345
PepsiCo, Inc., 7.90%, 11/1/2018			63,000			80,466
						1,121,348
Food & Staples Retailing - 0.62%
The Kroger Co., 6.15%, 1/15/2020			5,500,000			6,274,257
Food Products - 0.65%
Kraft Foods, Inc., 6.125%, 2/1/2018			335,000			380,243
Kraft Foods, Inc., 5.375%, 2/10/2020			5,665,000			6,131,309
						6,511,552
Personal Products - 0.04%
Revlon Consumer Products Corp., 9.75%, 11/15/2015			335,000			365,150
Total Consumer Staples						14,272,307
Energy - 2.11%
Energy Equipment & Services - 0.98%
Baker Hughes, Inc., 7.50%, 11/15/2018			305,000			385,170
Calfrac Holdings LP5, 7.50%, 12/1/2020			315,000			329,963
Complete Production Services, Inc., 8.00%, 12/15/2016			160,000			168,800
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014			125,000			126,250
Schlumberger Oilfield plc (United Kingdom)5, 4.20%, 1/15/2021			125,000			126,415
SESI LLC5, 6.375%, 5/1/2019			280,000			282,800
Thermon Industries, Inc., 9.50%, 5/1/2017			165,000			177,375
Trinidad Drilling Ltd. (Canada)5, 7.875%, 1/15/2019			460,000			487,600
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019			6,000,000			7,781,256
						9,865,629
Oil, Gas & Consumable Fuels - 1.13%
Anadarko Petroleum Corp., 5.95%, 9/15/2016			2,950,000			3,295,118
Anadarko Petroleum Corp., 8.70%, 3/15/2019			1,220,000			1,529,759
Anadarko Petroleum Corp., 6.95%, 6/15/2019			3,000,000			3,457,365
Apache Corp., 6.90%, 9/15/2018			155,000			188,058
Arch Coal, Inc., 8.75%, 8/1/2016			55,000			61,600
Arch Western Finance LLC, 6.75%, 7/1/2013			125,000			125,781
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 9.00%, 4/1/2015			80,000			87,200
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 10.875%, 4/1/2017			85,000			96,900
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018			350,000			382,375
Hess Corp., 5.60%, 2/15/2041			265,000			260,452
Linn Energy LLC - Linn Energy Finance Corp.5, 7.75%, 2/1/2021			260,000			278,525

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

Investment Portfolio - April 30, 2011 (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)
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020		$	290,000		$	299,425
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018			180,000			192,600
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC, 8.875%, 3/15/2018			260,000			281,775
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016			175,000			186,375
Tesoro Corp., 9.75%, 6/1/2019			255,000			290,063
Whiting Petroleum Corp., 7.00%, 2/1/2014			265,000			284,875
						11,298,246
Total Energy						21,163,875
Financials - 13.38%
Capital Markets - 2.45%
The Charles Schwab Corp., 4.45%, 7/22/2020			7,000,000			7,196,924
Goldman Sachs Capital I, 6.345%, 2/15/2034			380,000			374,332
Goldman Sachs Capital II6, 5.793%, 12/29/2049			1,500,000			1,293,750
The Goldman Sachs Group, Inc.7, 3.25%, 6/15/2012			3,266,000			3,371,270
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			335,000			370,577
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			8,165,000			8,491,151
Jefferies Group, Inc., 8.50%, 7/15/2019			715,000			857,535
Morgan Stanley, 5.50%, 1/26/2020			2,650,000			2,712,527
						24,668,066
Commercial Banks - 2.91%
Household Finance Co., 6.375%, 11/27/2012			515,000			554,453
KeyBank National Association7, 3.20%, 6/15/2012			3,476,000			3,588,480
KeyBank National Association, 5.45%, 3/3/2016			550,000			595,176
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			315,000			363,601
National City Corp., 6.875%, 5/15/2019			7,000,000			8,166,445
PNC Bank National Association, 5.25%, 1/15/2017			195,000			211,094
PNC Funding Corp.7, 2.30%, 6/22/2012			7,246,000			7,408,738
Santander Issuances S.A. Unipersonal (Spain)5, 5.911%, 6/20/2016			900,000			935,180
U.S. Bank National Association, 6.375%, 8/1/2011			30,000			30,441
U.S. Bank National Association, 6.30%, 2/4/2014			100,000			111,776
USB Capital XIII Trust, 6.625%, 12/15/2039			210,000			224,223
Wachovia Corp., 5.25%, 8/1/2014			5,935,000			6,436,644
Wells Fargo & Co.7, 3.00%, 12/9/2011			515,000			523,733
Wilmington Trust Corp., 8.50%, 4/2/2018			120,000			140,564
						29,290,548

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Consumer Finance - 1.09%
American Express Co., 8.125%, 5/20/2019		$	7,025,000		$	8,922,059
American Express Co.6, 6.80%, 9/1/2066			1,190,000			1,243,550
Credit Acceptance Corp., 9.125%, 2/1/2017			375,000			408,281
Discover Financial Services, 10.25%, 7/15/2019			260,000			343,603
						10,917,493
Diversified Financial Services - 4.16%
Bank of America Corp.7, 3.125%, 6/15/2012			5,518,000			5,689,450
Bank of America Corp., 4.875%, 1/15/2013			1,800,000			1,897,250
Bank of America Corp., 5.75%, 8/15/2016			205,000			218,935
Bank of America Corp., 7.625%, 6/1/2019			4,315,000			5,091,476
Bank of America Corp.8, 5.13%, 2/24/2026			353,000			349,527
Citigroup Funding, Inc.7, 1.875%, 10/22/2012			1,520,000			1,550,446
Citigroup, Inc.7, 2.875%, 12/9/2011			10,788,000			10,958,968
Citigroup, Inc., 8.50%, 5/22/2019			7,080,000			8,821,531
JPMorgan Chase & Co.7, 3.125%, 12/1/2011			3,600,000			3,660,167
JPMorgan Chase & Co., 6.30%, 4/23/2019			2,000,000			2,260,166
JPMorgan Chase & Co., 4.95%, 3/25/2020			1,255,000			1,289,469
						41,787,385
Insurance - 0.07%
American International Group, Inc., 4.25%, 5/15/2013			200,000			207,398
Fidelity National Financial, Inc., 6.60%, 5/15/2017			210,000			223,679
Hartford Financial Services Group, Inc.6, 8.125%, 6/15/2038			235,000			263,494
						694,571
Real Estate Investment Trusts (REITS) - 2.70%
BioMed Realty LP, 3.85%, 4/15/2016			470,000			474,466
Boston Properties LP, 5.875%, 10/15/2019			5,150,000			5,663,316
Camden Property Trust, 5.70%, 5/15/2017			2,270,000			2,508,616
Digital Realty Trust LP, 5.25%, 3/15/2021			880,000			876,869
DuPont Fabros Technology LP, 8.50%, 12/15/2017			250,000			276,250
HCP, Inc., 6.70%, 1/30/2018			6,255,000			7,077,751
Health Care REIT, Inc., 6.20%, 6/1/2016			520,000			575,560
Host Hotels & Resorts LP, 6.875%, 11/1/2014			105,000			108,412
Host Hotels & Resorts LP, 6.375%, 3/15/2015			85,000			87,019
Mack-Cali Realty LP, 7.75%, 8/15/2019			315,000			382,655
National Retail Properties, Inc., 6.875%, 10/15/2017			280,000			305,707
Omega Healthcare Investors, Inc., 7.50%, 2/15/2020			165,000			176,137
Simon Property Group LP, 10.35%, 4/1/2019			6,180,000			8,597,937
						27,110,695
Total Financials						134,468,758

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care - 1.04%
Biotechnology - 0.66%
Amgen, Inc., 3.45%, 10/1/2020		$	7,000,000		$	6,663,384
Health Care Equipment & Supplies - 0.11%
Alere, Inc., 7.875%, 2/1/2016			85,000			90,525
Alere, Inc., 9.00%, 5/15/2016			407,000			436,507
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011			75,000			75,281
Fresenius US Finance II, Inc.5, 9.00%, 7/15/2015			470,000			538,737
						1,141,050
Health Care Providers & Services - 0.16%
BioScrip, Inc., 10.25%, 10/1/2015			165,000			165,000
FMC Finance III S.A. (Luxembourg), 6.875%, 7/15/2017			395,000			420,181
HCA, Inc., 7.875%, 2/15/2020			395,000			430,056
Health Management Associates, Inc., 6.125%, 4/15/2016			255,000			264,244
LifePoint Hospitals, Inc.5, 6.625%, 10/1/2020			260,000			271,050
						1,550,531
Life Sciences Tools & Services - 0.02%
PharmaNet Development Group, Inc.5, 10.875%, 4/15/2017			180,000			198,900
Pharmaceuticals - 0.09%
Johnson & Johnson, 5.95%, 8/15/2037			160,000			181,319
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			525,000			575,554
Wyeth, 6.50%, 2/1/2034			155,000			179,850
						936,723
Total Health Care						10,490,588
Industrials - 4.18%
Aerospace & Defense - 0.29%
The Boeing Co., 6.00%, 3/15/2019			2,410,000			2,796,494
GeoEye, Inc., 9.625%, 10/1/2015			75,000			84,844
						2,881,338
Air Freight & Logistics - 0.64%
Aguila 3 S.A. (Luxembourg)5, 7.875%, 1/31/2018			335,000			342,538
FedEx Corp., 8.00%, 1/15/2019			4,690,000			5,858,682
United Parcel Service, Inc., 6.20%, 1/15/2038			180,000			204,671
						6,405,891
Airlines - 0.23%
Continental Airlines, Inc.5, 6.75%, 9/15/2015			250,000			251,875
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011			150,000			152,625

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		$	137,357		$	142,851
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016			135,000			132,637
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			135,000			129,600
Southwest Airlines Co., 5.25%, 10/1/2014			355,000			382,274
Southwest Airlines Co., 5.75%, 12/15/2016			1,070,000			1,172,869
						2,364,731
Building Products - 0.07%
Building Materials Corp. of America5, 6.875%, 8/15/2018			175,000			180,687
Building Materials Corp. of America5, 7.50%, 3/15/2020			85,000			89,994
Owens Corning, 9.00%, 6/15/2019			330,000			393,531
						664,212
Commercial Services & Supplies - 0.40%
ACCO Brands Corp., 10.625%, 3/15/2015			80,000			90,200
Clean Harbors, Inc., 7.625%, 8/15/2016			149,000			159,430
Garda World Security Corp. (Canada)5, 9.75%, 3/15/2017			165,000			176,963
Waste Management, Inc., 7.375%, 3/11/2019			3,000,000			3,631,434
						4,058,027
Construction & Engineering - 0.01%
Boart Longyear Management Pty., Ltd. (Australia)5, 7.00%, 4/1/2021			145,000			150,075
Industrial Conglomerates - 1.55%
GE Capital Trust I6, 6.375%, 11/15/2067			1,015,000			1,053,063
General Electric Capital Corp.7, 3.00%, 12/9/2011			5,798,000			5,894,914
General Electric Capital Corp., 5.625%, 5/1/2018			1,800,000			1,971,864
General Electric Capital Corp., 5.50%, 1/8/2020			2,115,000			2,274,247
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			355,000			400,587
General Electric Co., 5.25%, 12/6/2017			180,000			199,299
Textron, Inc., 5.60%, 12/1/2017			3,150,000			3,340,014
Textron, Inc., 7.25%, 10/1/2019			350,000			407,529
						15,541,517
Machinery - 0.30%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			305,000			373,735
John Deere Capital Corp., 5.75%, 9/10/2018			2,060,000			2,353,678
Uncle Acquisition 2010 Corp.5, 8.625%, 2/15/2019			295,000			313,437
						3,040,850

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Marine - 0.06%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017		$	415,000		$	448,719
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015			115,000			120,175
						568,894
Road & Rail - 0.63%
CSX Corp., 7.375%, 2/1/2019			4,000,000			4,879,796
CSX Corp., 6.00%, 10/1/2036			355,000			374,600
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			935,000			936,293
Union Pacific Corp., 5.65%, 5/1/2017			175,000			197,775
						6,388,464
Total Industrials						42,063,999
Information Technology - 0.60%
Communications Equipment - 0.02%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			205,000			186,550
Computers & Peripherals - 0.06%
International Business Machines Corp., 5.60%, 11/30/2039			535,000			569,955
Electronic Equipment, Instruments & Components - 0.40%
Corning, Inc., 6.625%, 5/15/2019			3,200,000			3,721,914
CPI International Acquisition, Inc.5, 8.00%, 2/15/2018			275,000			276,375
						3,998,289
IT Services - 0.06%
The Western Union Co., 5.253%, 4/1/2020			590,000			619,634
Semiconductors & Semiconductor Equipment - 0.04%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			150,000			158,625
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			85,000			88,613
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018			180,000			202,950
						450,188
Software - 0.02%
Microsoft Corp., 5.20%, 6/1/2039			190,000			191,676
Total Information Technology						6,016,292
Materials - 1.88%
Chemicals - 0.09%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			320,000			367,706
Ferro Corp., 7.875%, 8/15/2018			260,000			278,200

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Chemicals (continued)
Rhodia S.A. (France)5, 6.875%, 9/15/2020		$	265,000		$	308,394
						954,300
Containers & Packaging - 0.06%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 8.50%, 5/15/2018			190,000			195,700
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 7.125%, 4/15/2019			350,000			364,875
						560,575
Metals & Mining - 0.53%
Alcoa, Inc., 5.72%, 2/23/2019			2,032,000			2,153,233
Alcoa, Inc., 5.87%, 2/23/2022			295,000			308,669
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			930,000			942,818
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			925,000			1,107,544
FMG Resources August 2006 Pty. Ltd. (Australia)5, 6.875%, 2/1/2018			280,000			295,400
Mirabela Nickel Ltd. (Australia)5, 8.75%, 4/15/2018			290,000			296,525
Steel Dynamics, Inc., 7.75%, 4/15/2016			250,000			267,500
						5,371,689
Paper & Forest Products - 1.20%
Georgia-Pacific LLC5, 8.25%, 5/1/2016			345,000			391,575
International Paper Co., 9.375%, 5/15/2019			8,500,000			11,079,248
International Paper Co., 7.50%, 8/15/2021			490,000			584,868
						12,055,691
Total Materials						18,942,255
Telecommunication Services - 0.33%
Diversified Telecommunication Services - 0.17%
Inmarsat Finance plc (United Kingdom)5, 7.375%, 12/1/2017			400,000			423,000
Intelsat Jackson Holdings S.A. (Luxembourg)5, 7.25%, 4/1/2019			430,000			437,256
Verizon Communications, Inc., 3.00%, 4/1/2016			475,000			479,430
Wind Acquisition Finance S.A. (Luxembourg)5, 11.75%, 7/15/2017			160,000			186,000
Wind Acquisition Finance S.A. (Luxembourg)5, 7.25%, 2/15/2018			200,000			211,500
						1,737,186
Wireless Telecommunication Services - 0.16%
CC Holdings GS V LLC - Crown Castle GS III Corp.5, 7.75%, 5/1/2017			445,000			491,725
Crown Castle Towers LLC5, 6.113%, 1/15/2020			390,000			422,087
Crown Castle Towers LLC5, 4.883%, 8/15/2020			224,000			222,934
NII Capital Corp., 8.875%, 12/15/2019			230,000			254,150

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal  Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Tower Trust5, 5.101%, 4/15/2017		$	200,000		$	205,000
						1,595,896
Total Telecommunication Services						3,333,082
Utilities - 0.85%
Electric Utilities - 0.79%
Allegheny Energy Supply Co. LLC5, 5.75%, 10/15/2019			365,000			377,386
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013			1,800,000			1,933,398
Exelon Generation Co. LLC, 5.20%, 10/1/2019			5,000,000			5,208,090
Southwestern Electric Power Co., 6.45%, 1/15/2019			335,000			377,144
						7,896,018
Gas Utilities - 0.03%
Ferrellgas LP - Ferrellgas Finance Corp.5, 6.50%, 5/1/2021			310,000			303,800
Independent Power Producers & Energy Traders - 0.02%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017			107,331			117,528
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.5, 10.875%, 6/1/2016			75,000			84,750
						202,278
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013			85,000			95,030
Total Utilities						8,497,126
Total Non-Convertible Corporate Bonds (Identified Cost $292,450,012)						304,929,656
TOTAL CORPORATE BONDS (Identified Cost $293,082,452)						305,605,531
MUTUAL FUNDS - 0.27%
iShares iBoxx Investment Grade Corporate Bond Fund (Identified Cost $2,510,578)			24,680			2,726,400
U.S. TREASURY SECURITIES - 7.20%
U.S. Treasury Notes - 7.20%
U.S. Treasury Note, 0.375%, 9/30/2012		$	17,000,000			17,000,663
U.S. Treasury Note, 0.625%, 2/28/2013			10,000,000			10,014,450
U.S. Treasury Note, 2.25%, 5/31/2014			1,300,000			1,346,515
U.S. Treasury Note, 2.375%, 9/30/2014			2,490,000			2,585,711
U.S. Treasury Note, 2.125%, 12/31/2015			13,800,000			13,981,125

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

Investment Portfolio - April 30, 2011 (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, 1.875%, 8/31/2017		$	7,822,000		$	7,539,063
U.S. Treasury Note, 2.75%, 12/31/2017			12,650,000			12,780,447
U.S. Treasury Note, 3.50%, 2/15/2018			3,700,000			3,907,836
U.S. Treasury Note, 3.75%, 11/15/2018			3,000,000			3,195,936
TOTAL U.S. TREASURY SECURITIES (Identified Cost $71,904,527)						72,351,746
ASSET-BACKED SECURITIES - 0.12%
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A5, 3.72%, 3/15/2023			700,000			705,950
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016			170,000			187,807
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017			300,000			312,226
TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,169,898)						1,205,983
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.74%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029			490,279			499,186
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A46, 5.734%, 5/10/2045			100,000			111,344
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			1,500,000			1,653,304
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			900,000			967,612
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A46, 5.907%, 9/11/2038			795,000			883,845
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			350,000			385,218
CFCRE Commercial Mortgage Trust, Series 2001-C1, Class A25, 3.759%, 4/15/2044			660,000			673,922
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A36, 5.92%, 3/15/2049			100,000			111,201
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A46, 5.754%, 6/10/2046			400,000			445,207
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046			252,714			255,270
DBUBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046			1,001,234			1,028,705
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.437%, 7/25/2048			1,000,000			970,418
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A46, 6.078%, 7/10/2038			500,000			554,641
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043			1,289,425			1,331,415

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A46, 5.457%, 1/12/2043		$	1,070,000		$	1,158,687
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A46, 5.372%, 12/15/2044			325,000			355,699
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A46, 6.061%, 4/15/2045			1,100,000			1,222,806
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A46, 6.078%, 6/15/2038			565,000			632,155
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A46, 5.414%, 7/12/2046			100,000			108,783
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042			750,000			818,449
Morgan Stanley Capital I, Series 2011-C1, Class A25, 3.884%, 9/15/2047			800,000			824,782
Vornado DP LLC, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			155,000			150,989
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.377%, 10/15/2044			100,000			109,296
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A46, 5.924%, 5/15/2043			100,000			111,145
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			100,000			110,767
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			265,000			269,068
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			1,670,000			1,710,205
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $17,132,481)						17,454,119
FOREIGN GOVERNMENT BONDS - 0.03%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $494,050)		EUR	380,000			306,071
U.S. GOVERNMENT AGENCIES - 30.97%
Mortgage-Backed Securities - 9.47%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020		$	8,736			9,523
Fannie Mae, Pool #816064, 4.50%, 4/1/2020			97,617			103,798
Fannie Mae, Pool #851149, 5.00%, 4/1/2021			120,603			129,373
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			4,505,172			4,905,297
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			287,438			313,147
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			355,350			389,169
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			2,693,623			2,932,856
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			464,308			508,497
Fannie Mae, Pool #899287, 5.00%, 2/1/2022			43,662			46,715
Fannie Mae, Pool #888815, 4.50%, 11/1/2022			407,402			430,868
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			4,838,568			5,268,304

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		$	763,023		$	806,017
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024			892,960			943,275
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			278,850			302,598
Fannie Mae, Pool #357319, 6.00%, 12/1/2032			80,111			88,573
Fannie Mae, Pool #790393, 6.50%, 9/1/2034			1,900			2,146
Fannie Mae, Pool #745147, 4.50%, 12/1/2035			325,749			337,563
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			7,144,334			7,725,734
Fannie Mae, Pool #886904, 6.50%, 9/1/2036			685,218			772,162
Fannie Mae, Pool #901895, 6.50%, 9/1/2036			50,061			56,413
Fannie Mae, Pool #899393, 6.00%, 4/1/2037			92,465			101,250
Fannie Mae, Pool #939487, 5.00%, 6/1/2037			44,568			47,120
Fannie Mae, Pool #918516, 5.50%, 6/1/2037			1,460,643			1,574,488
Fannie Mae, Pool #949709, 6.50%, 9/1/2037			1,027			1,157
Fannie Mae, Pool #950248, 6.00%, 10/1/2037			106,855			117,008
Fannie Mae, Pool #960196, 5.00%, 11/1/2037			26,236			27,739
Fannie Mae, Pool #933521, 5.00%, 1/1/2038			433,586			458,286
Fannie Mae, Pool #929084, 5.00%, 2/1/2038			163,746			173,125
Fannie Mae, Pool #972107, 5.00%, 2/1/2038			563,190			595,273
Fannie Mae, Pool #961950, 5.00%, 3/1/2038			7,228			7,698
Fannie Mae, Pool #973091, 5.00%, 3/1/2038			17,173			18,152
Fannie Mae, Pool #889260, 5.00%, 4/1/2038			308,533			326,205
Fannie Mae, Pool #912948, 5.00%, 5/1/2038			864,336			913,844
Fannie Mae, Pool #975840, 5.00%, 5/1/2038			459,288			485,452
Fannie Mae, Pool #976516, 5.00%, 5/1/2038			20,863			22,052
Fannie Mae, Pool #981636, 5.00%, 6/1/2038			16,924			17,888
Fannie Mae, Pool #981650, 5.00%, 6/1/2038			268,574			283,873
Fannie Mae, Pool #985554, 5.00%, 6/1/2038			44,943			47,503
Fannie Mae, Pool #982317, 6.00%, 6/1/2038			69,160			75,710
Fannie Mae, Pool #934329, 5.00%, 7/1/2038			266,551			281,735
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			10,580,254			11,605,330
Fannie Mae, Pool #986458, 6.00%, 8/1/2038			260,462			285,127
Fannie Mae, Pool #987831, 6.00%, 9/1/2038			819,667			897,288
Fannie Mae, Pool #988990, 6.00%, 9/1/2038			18,862			20,648
Fannie Mae, Pool #990897, 6.00%, 9/1/2038			1,287,874			1,409,834
Fannie Mae, Pool #983839, 5.00%, 11/1/2038			25,622			27,082
Fannie Mae, Pool #993920, 6.00%, 11/1/2038			524,342			573,996
Fannie Mae, Pool #257497, 6.00%, 12/1/2038			326,215			357,107
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038			265,488			290,629
Fannie Mae, Pool #971022, 5.00%, 1/1/2039			621,904			657,332
Fannie Mae, Pool #992293, 5.00%, 1/1/2039			207,035			218,829
Fannie Mae, Pool #994216, 5.00%, 1/1/2039			35,493			37,515
Fannie Mae, Pool #AA1717, 5.00%, 1/1/2039			377,662			399,177
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039			569,280			601,532

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		$	243,339		$	266,383
Fannie Mae, Pool #983686, 5.00%, 2/1/2039			607,754			642,186
Fannie Mae, Pool #AA1686, 5.00%, 3/1/2039			173,868			183,718
Fannie Mae, Pool #AA4461, 5.00%, 3/1/2039			38,636			40,825
Fannie Mae, Pool #AA3636, 6.00%, 3/1/2039			323,194			353,800
Fannie Mae, Pool #AA5087, 5.00%, 4/1/2039			54,109			57,175
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039			916,151			1,002,909
Fannie Mae, Pool #AC2881, 6.00%, 8/1/2039			183,846			201,256
Fannie Mae, Pool #AC1901, 5.00%, 9/1/2039			196,925			208,820
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039			445,187			470,409
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039			1,057,344			1,117,247
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039			364,930			385,604
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040			788,321			832,983
Fannie Mae, Pool #AC8791, 5.00%, 1/1/2040			34,464			36,438
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			4,348,302			4,763,403
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039			9,681,891			10,639,650
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019			5,837			6,351
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,504,417			1,636,856
Freddie Mac, Pool #G11912, 5.50%, 3/1/2021			177,064			193,427
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			463,442			504,942
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			312,663			340,661
Freddie Mac, Pool #J06512, 5.00%, 12/1/2022			80,178			85,732
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023			34,489			37,353
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			259,962			282,754
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			457,826			498,823
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023			59,888			63,188
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			235,579			255,140
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034			5,710			6,449
Freddie Mac Gold, Pool #G03332, 6.00%, 10/1/2037			498,153			544,861
Freddie Mac Gold, Pool #G04176, 5.50%, 5/1/2038			2,353,767			2,532,443
Freddie Mac Gold, Pool #A78227, 5.50%, 6/1/2038			1,861,279			2,002,570
Freddie Mac Gold, Pool #G05900, 6.00%, 3/1/2040			1,616,394			1,767,948
Freddie Mac Gold, Pool #G05906, 6.00%, 4/1/2040			1,028,964			1,125,440
Freddie Mac Gold Pool, #G08216, 5.50%, 8/1/2037			4,507,692			4,851,282
Freddie Mac Gold Pool, #G04471, 5.50%, 7/1/2038			922,353			992,370
Freddie Mac Gold Pool, #G06021, 5.50%, 1/1/2040			4,949,185			5,326,426
GNMA, Pool #365225, 9.00%, 11/15/2024			1,896			2,269
GNMA, Pool #398655, 6.50%, 5/15/2026			812			921
GNMA, Pool #452826, 9.00%, 1/15/2028			2,008			2,424
GNMA, Pool #460820, 6.00%, 6/15/2028			9,550			10,663
GNMA, Pool #458983, 6.00%, 1/15/2029			22,245			24,837
GNMA, Pool #530481, 8.00%, 8/15/2030			16,225			19,160
GNMA, Pool #577796, 6.00%, 1/15/2032			11,936			13,326

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
GNMA, Pool #003808, 6.00%, 1/20/2036		$	252,139		$	278,239
GNMA, Pool #651235, 6.50%, 2/15/2036			222,367			251,834
GNMA, Pool #003830, 5.50%, 3/20/2036			595,701			649,474
GNMA, Pool #671304, 5.50%, 6/15/2037			89,972			98,094
GNMA, Pool #671531, 5.50%, 9/15/2037			57,821			63,040
GNMA, Pool #671161, 5.50%, 11/15/2037			253,947			276,871
GNMA, Pool #672715, 5.50%, 5/15/2038			177,946			193,954
Total Mortgage-Backed Securities (Identified Cost $93,455,879)						95,171,940
Other Agencies - 21.50%
Fannie Mae, 0.50%, 10/30/2012			8,000,000			7,999,768
Fannie Mae, 3.875%, 7/12/2013			11,000,000			11,749,595
Fannie Mae, 2.375%, 7/28/2015			15,500,000			15,890,197
Fannie Mae, 1.625%, 10/26/2015			20,000,000			19,746,300
Fannie Mae, 5.25%, 9/15/2016			9,500,000			10,894,581
Fannie Mae, 6.25%, 5/15/2029			2,429,000			2,954,640
Fannie Mae, 7.25%, 5/15/2030			2,910,000			3,942,756
Fannie Mae, 6.625%, 11/15/2030			2,339,000			2,970,362
Federal Farm Credit Bank, 5.125%, 8/25/2016			3,640,000			4,187,485
Federal Home Loan Bank, 4.625%, 10/10/2012			1,600,000			1,696,355
Federal Home Loan Bank, 4.50%, 11/15/2012			10,000			10,596
Federal Home Loan Bank, 3.375%, 2/27/2013			10,000			10,499
Federal Home Loan Bank, 3.625%, 10/18/2013			5,500,000			5,852,484
Federal Home Loan Bank, 5.25%, 6/18/2014			4,950,000			5,557,405
Federal Home Loan Bank, 5.00%, 11/17/2017			7,985,000			9,052,331
Freddie Mac, 0.375%, 11/30/2012			15,000,000			14,963,310
Freddie Mac, 0.875%, 10/28/2013			32,000,000			31,925,568
Freddie Mac, 3.00%, 7/28/2014			3,400,000			3,582,294
Freddie Mac, 2.875%, 2/9/2015			12,110,000			12,675,537
Freddie Mac, 1.75%, 9/10/2015			7,445,000			7,410,902
Freddie Mac, 5.50%, 7/18/2016			2,600,000			3,010,972
Freddie Mac, 5.125%, 10/18/2016			10,495,000			11,936,436
Freddie Mac, 5.50%, 8/23/2017			7,640,000			8,886,305
Freddie Mac, 5.125%, 11/17/2017			2,255,000			2,569,647
Freddie Mac, 3.75%, 3/27/2019			10,825,000			11,313,110
Freddie Mac, 6.75%, 3/15/2031			1,693,000			2,176,590
Freddie Mac, 6.25%, 7/15/2032			2,625,000			3,214,625
Total Other Agencies (Identified Cost $213,535,661)						216,180,650
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $306,991,540)						311,352,590

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
SHORT-TERM INVESTMENTS - 2.71%
Dreyfus Cash Management, Inc. - Institutional Shares9, 0.10%, (Identified Cost $27,254,970)		27,254,970		$	27,254,970
TOTAL INVESTMENTS - 98.86% (Identified Cost $933,184,328)					993,740,431
OTHER ASSETS, LESS LIABILITIES - 1.14%					11,455,731
NET ASSETS - 100%				$	1,005,196,162

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2011¹⁰:

Settlement Date	Contracts to Deliver		In Exchange For			Contracts At Value			Unrealized Depreciation
5/27/2011		EUR 315,000		$	461,979		$	466,192		$	(4,213	)

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.01%

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴  The rate shown is fixed as of April 30, 2011; the rate becomes floating in 2049.

⁵  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 illiquid. These securities amount to $22,861,214, or 2.27%, of the Series’ net assets as of April 30, 2011.

⁶  The coupon rate is floating and is the stated rate as of April 30, 2011.

⁷  Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁸  Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of April 30, 2011.

⁹  Rate shown is the current yield as of April 30, 2011.

¹⁰  The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

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

April 30, 2011

ASSETS:
Investments, at value (identified cost $933,184,328) (Note 2)	$	993,740,431
Cash		282,899
Foreign currency, at value (cost $7,886)		7,960
Interest receivable		6,764,847
Receivable for fund shares sold		4,606,618
Receivable for securities sold		1,762,039
Dividends receivable		397,157
Foreign tax reclaims receivable		98,854
TOTAL ASSETS		1,007,660,805
LIABILITIES:
Accrued management fees (Note 3)		487,667
Accrued shareholder services fees (Class S) (Note 3)		131,008
Accrued fund accounting and administration fees (Note 3)		23,086
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		21,510
Accrued Chief Compliance Officer service fees (Note 3)		269
Accrued directors’ fees (Note 3)		224
Payable for securities purchased		1,135,044
Payable for fund shares repurchased		620,928
Unrealized depreciation on foreign forward currency contracts (Note 2)		4,213
Other payables and accrued expenses		40,694
TOTAL LIABILITIES		2,464,643
TOTAL NET ASSETS	$	1,005,196,162
NET ASSETS CONSIST OF:
Capital stock	$	786,942
Additional paid-in-capital		928,422,185
Undistributed net investment income		5,839,718
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		9,577,982
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		60,569,335
TOTAL NET ASSETS	$	1,005,196,162

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

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

April 30, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($809,553,407/60,683,610 shares)	$	13.34
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($167,752,004/15,379,358 shares)	$	10.91
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($27,507,801/2,595,159 shares)	$	10.60
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($382,950/36,081 shares)	$	10.61

32 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, 2011

INVESTMENT INCOME:
Interest	$	10,703,593
Dividends (net of foreign taxes withheld, $73,942)		1,956,734
Total Investment Income		12,660,327
EXPENSES:
Management fees (Note 3)		2,739,480
Shareholder services fees (Class S) (Note 3)		741,931
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		107,577
Fund accounting and administration fees (Note 3)		101,749
Transfer agent fees (Note 3)		56,624
Directors’ fees (Note 3)		11,553
Chief Compliance Officer service fees (Note 3)		1,383
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		396
Custodian fees		31,855
Miscellaneous		127,293
Total Expenses		3,919,841
NET INVESTMENT INCOME		8,740,486
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		9,948,754
Foreign currency and translation of other assets and liabilities		(18,403	)
Forward foreign currency exchange contracts		(26,015	)
		9,904,336
Net change in unrealized appreciation (depreciation) on-
Investments		16,734,937
Foreign currency and translation of other assets and liabilities		11,445
Forward foreign currency exchange contracts		80
		16,746,462
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		26,650,798
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	35,391,284

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	8,740,486			$	13,834,831
Net realized gain on investments and foreign currency			9,904,336				24,648,250
Net change in unrealized appreciation on investments and foreigncurrency			16,746,462				29,245,306
Net increase from operations			35,391,284				67,728,387
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(8,712,242	)			(6,599,872	)
From net investment income (Class I)			(2,233,649	)			(2,249,942	)
From net investment income (Class C)			(234,444	)			(60,752	)
From net investment income (Class R)			(102	)			—
From net realized gain on investments (Class S)			(17,869,909	)			—
From net realized gain on investments (Class I)			(4,243,177	)			—
From net realized gain on investments (Class C)			(600,819	)			—
From net realized gain on investments (Class R)			(201	)			—
Total distributions to shareholders			(33,894,543	)			(8,910,566	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			163,104,481				357,696,696
Net increase in net assets			164,601,222				416,514,517
NET ASSETS:
Beginning of period			840,594,940				424,080,423
End of period (including undistributed net investment income of $5,839,718 and $8,279,669, respectively)		$	1,005,196,162			$	840,594,940

34 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 4/30/11				For the Years Ended
	(unaudited)				10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	13.37			$	12.21			$	11.13			$	12.74			$	12.35			$	11.90
Income (loss) from investment operations:
Net investment income			0.12	1			0.29	1			0.23	1			0.24				0.30				0.28
Net realized and unrealized gain (loss) on investments			0.35				1.07				1.07				(1.15	)			0.65				0.69
Total from investment operations			0.47				1.36				1.30				(0.91	)			0.95				0.97
Less distributions to shareholders:
From net investment income			(0.16	)			(0.20	)			(0.22	)			(0.27	)			(0.31	)			(0.20	)
From net realized gain on investments			(0.34	)			—				—				(0.43	)			(0.25	)			(0.32	)
Total distributions to shareholders			(0.50	)			(0.20	)			(0.22	)			(0.70	)			(0.56	)			(0.52	)
Net asset value - End of period		$	13.34			$	13.37			$	12.21			$	11.13			$	12.74			$	12.35
Net assets - End of period (000’s omitted)		$	809,553			$	683,681			$	328,201			$	139,174			$	110,567			$	71,790
Total return2			3.72	%			11.26	%			11.83	%			(7.52	%)			7.95	%			8.49	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.87	%3			0.90	%			0.90	%			0.92	%			0.99	%			1.00	%
Net investment income			1.90	%3			2.28	%			1.97	%			2.33	%			2.73	%			2.65	%
Series portfolio turnover			8	%			42	%			47	%			45	%			49	%			48	%
*        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:
			N/A				0.00	%4			0.03	%			0.05	%			N/A				0.07	%

¹  Calculated based on average shares outstanding during the period.

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

³  Annualized.

⁴  Less than 0.01%.

The accompanying notes are an integral part of the financial statements. 35

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Years Ended								For the Period 3/28/081 to 10/31/08
					10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.03			$	10.11			$	9.27			$	10.00
Income (loss) from investment operations:
Net investment income			0.11	2			0.26	2			0.21	2			0.06
Net realized and unrealized gain (loss) on investments			0.29				0.88				0.87				(0.74	)
Total from investment operations			0.40				1.14				1.08				(0.68	)
Less distributions to shareholders:
From net investment income			(0.18	)			(0.22	)			(0.24	)			(0.05	)
From net realized gain on investments			(0.34	)			—				—				—
Total distributions to shareholders			(0.52	)			(0.22	)			(0.24	)			(0.05	)
Net asset value - End of period		$	10.91			$	11.03			$	10.11			$	9.27
Net assets - End of period (000’s omitted)		$	167,752			$	139,399			$	95,879			$	77
Total return3			3.82	%			11.49	%			11.94	%			(6.81	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.67	%4			0.70	%			0.70	%			0.70	%4
Net investment income			2.10	%4			2.48	%			2.17	%			1.81	%4
Series portfolio turnover			8	%			42	%			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:
			N/A				0.00	%5			0.03	%			0.15	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents 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.

⁴  Annualized.

⁵  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.73			$	10.00
Income from investment operations:
Net investment income			0.06	2			0.12	2
Net realized and unrealized gain on investments			0.28				0.68
Total from investment operations			0.34				0.80
Less distributions to shareholders:
From net investment income			(0.13	)			(0.07	)
From net realized gain on investments			(0.34	)			—
Total distributions to shareholders			(0.47	)			(0.07	)
Net asset value - End of period		$	10.60			$	10.73
Net assets - End of period (000’s omitted)		$	27,508			$	17,514
Total return3			3.37	%			8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.67	%4			1.70	%4
Net investment income			1.09	%4			1.43	%4
Series portfolio turnover			8	%			42	%

*        The investment advisor did not impose all or a portion of its 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:
	N/A	0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain periods. Periods less than one year are not annualized.

⁴  Annualized.

⁵  Less than 0.01%.

The accompanying notes are an integral part of the financial statements. 37

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.76			$	10.00
Income from investment operations:
Net investment income			0.08	2			0.05	2
Net realized and unrealized gain on investments			0.28				0.71
Total from investment operations			0.36				0.76
Less distributions to shareholders:
From net investment income			(0.17	)			—
From net realized gain on investments			(0.34	)			—
Total distributions to shareholders			(0.51	)			—
Net asset value - End of period		$	10.61			$	10.76
Net assets - End of period (000’s omitted)		$	383			$	1
Total return3			3.57	%			7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.17	%4			1.20	%4
Net investment income			1.52	%4			1.51	%4
Series portfolio turnover			8	%			42	%

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized.

⁴  Annualized.

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

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2010 to April 30, 2011).

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 11/1/10		Ending Account Value 4/30/11		Expenses Paid During Period 11/1/10-4/30/11*		Annualized Expense ratio
Class S
Actual		$1,000.00		$1,074.30		$5.50		1.07	%
Hypothetical (5% return before expenses)		$1,000.00		$1,019.49		$5.36		1.07	%
Class I
Actual		$1,000.00		$1,074.40		$4.22		0.82	%
Hypothetical (5% return before expenses)		$1,000.00		$1,020.73		$4.11		0.82	%
Class C
Actual		$1,000.00		$1,070.00		$9.34		1.82	%
Hypothetical (5% return before expenses)		$1,000.00		$1,015.77		$9.10		1.82	%
Class R
Actual		$1,000.00		$1,072.60		$6.78		1.32	%
Hypothetical (5% return before expenses)		$1,000.00		$1,018.25		$6.61		1.32	%

* 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.

39

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

As of April 30, 2011

Sector Allocation3
Financials	18.15	%
Information Technology	13.21	%
Industrials	9.03	%
Consumer Discretionary	7.81	%
Health Care	7.45	%
Consumer Staples	7.42	%
Energy	5.94	%
Materials	4.04	%
Telecommunication Services	1.61	%
Utilities	0.48	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Google, Inc. - Class A	1.47	%
Time Warner, Inc.	1.26	%
The Bank of New York Mellon Corp.	1.24	%
Hess Corp.	1.09	%
QUALCOMM, Inc.	1.08	%
Cerner Corp.	1.05	%
The Charles Schwab Corp.	1.00	%
Monsanto Co.	0.98	%
Telefonaktiebolaget LM Ericsson - ADR (Sweden)	0.96	%
Baker Hughes, Inc.	0.96	%
4        As a percentage of total investments.

40

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS - 47.45%
Consumer Discretionary - 4.77%
Auto Components - 0.07%
Cooper Tire & Rubber Co.		9,320		$	251,454
Hankook Tire Co. Ltd. (South Korea)1		13,160			528,564
					780,018
Automobiles - 0.06%
Bayerische Motoren Werke AG (BMW) (Germany)1		2,960			278,680
Suzuki Motor Corp. (Japan)1		3,900			92,847
Yamaha Motor Co. Ltd. (Japan)*1		16,000			307,555
					679,082
Distributors - 0.02%
Inchcape plc (United Kingdom)*1		41,376			252,578
Diversified Consumer Services - 0.03%
Capella Education Co.*		1,440			71,424
Grand Canyon Education, Inc.*		7,790			112,643
Strayer Education, Inc.		1,270			157,328
					341,395
Hotels, Restaurants & Leisure - 0.78%
Accor S.A. (France)1		4,750			211,081
Carnival Corp.		203,200			7,735,824
Ctrip.com International Ltd. - ADR (China)*		11,000			535,920
Hyatt Hotels Corp. - Class A*		2,240			99,254
Intercontinental Hotels Group plc (United Kingdom)1		5,300			116,349
					8,698,428
Household Durables - 0.09%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		55,360			163,362
DR Horton, Inc.		3,800			47,272
Lennar Corp. - Class A		10,170			193,128
LG Electronics, Inc. (South Korea)1		2,400			231,050
Rodobens Negocios Imobiliarios S.A. (Brazil)		36,860			315,836
Toll Brothers, Inc.*		2,380			50,004
					1,000,652
Internet & Catalog Retail - 0.02%
Ocado Group plc (United Kingdom)*1		48,160			182,626
Media - 3.43%
Gestevision Telecinco S.A. (Spain)1		39,070			439,187
Grupo Televisa S.A. - ADR (Mexico)*		15,190			360,307
Imax Corp. (Canada)*		22,710			796,667
Liberty Global, Inc. - Class A*		142,120			6,608,580
Mediaset S.p.A. (Italy)1		12,340			82,215
Reed Elsevier plc (United Kingdom)1		17,510			155,125

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Reed Elsevier plc - ADR (United Kingdom)		4,434		$	157,673
Societe Television Francaise 1 (France)1		37,310			700,428
Time Warner, Inc.		365,880			13,852,217
Virgin Media, Inc. (United Kingdom)		147,560			4,465,166
The Walt Disney Co.		221,090			9,528,979
Wolters Kluwer N.V. (Netherlands)1		8,395			195,598
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		135,390			766,924
					38,109,066
Multiline Retail - 0.07%
Marks & Spencer Group plc (United Kingdom)1		42,270			274,635
Nordstrom, Inc.		3,110			147,881
PPR (France)1		1,625			290,528
					713,044
Specialty Retail - 0.17%
Chico’s FAS, Inc.		15,830			231,593
Dick’s Sporting Goods, Inc.*		11,070			453,095
The Finish Line, Inc. - Class A		11,630			249,929
Group 1 Automotive, Inc.		2,890			124,386
Inditex S.A. (Spain)1		1,900			170,391
KOMERI Co. Ltd. (Japan)1		4,800			130,687
Lumber Liquidators Holdings, Inc.*		11,280			292,716
Penske Automotive Group, Inc.*		5,780			129,934
Sonic Automotive, Inc. - Class A		8,250			116,325
					1,899,056
Textiles, Apparel & Luxury Goods - 0.03%
Adidas AG (Germany)1		4,150			309,272
Total Consumer Discretionary					52,965,217
Consumer Staples - 6.80%
Beverages - 1.76%
Anheuser-Busch InBev N.V. (Belgium)1		145,040			9,256,169
Central European Distribution Corp.		10,440			123,401
The Coca-Cola Co.		136,160			9,185,354
Diageo plc (United Kingdom)1		11,520			234,354
Heineken N.V. (Netherlands)1		8,110			485,256
Kirin Holdings Co. Ltd. (Japan)1		15,200			213,885
					19,498,419
Food & Staples Retailing - 1.43%
BJ’s Wholesale Club, Inc.*		3,770			193,476

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food & Staples Retailing (continued)
Carrefour S.A. (France)1		23,260		$	1,102,109
Casino Guichard-Perrachon S.A. (France)1		2,420			254,636
Koninklijke Ahold N.V. (Netherlands)1		18,140			254,750
The Kroger Co.		264,890			6,439,476
Safeway, Inc.		264,690			6,434,614
SUPERVALU, Inc.		22,500			253,350
Tesco plc (United Kingdom)1		142,995			964,054
					15,896,465
Food Products - 3.55%
Barry Callebaut AG (Switzerland)1		370			353,894
Danone S.A. (France)1		10,680			781,951
Flowers Foods, Inc.		8,280			253,037
General Mills, Inc.		226,950			8,755,731
Kellogg Co.		49,470			2,833,147
Kraft Foods, Inc. - Class A		253,090			8,498,762
Nestle S.A. (Switzerland)1		131,880			8,185,579
Sanderson Farms, Inc.		3,900			185,640
Suedzucker AG (Germany)1		6,710			206,861
Unilever plc - ADR (United Kingdom)		288,829			9,407,161
					39,461,763
Household Products - 0.03%
Reckitt Benckiser Group plc (United Kingdom)1		6,010			334,437
Personal Products - 0.03%
Beiersdorf AG (Germany)1		3,150			205,148
Kao Corp. (Japan)1		3,300			82,607
					287,755
Total Consumer Staples					75,478,839
Energy - 3.84%
Energy Equipment & Services - 2.56%
Baker Hughes, Inc.		136,490			10,565,691
Calfrac Well Services Ltd. (Canada)		18,400			650,899
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		11,780			414,985
ION Geophysical Corp.*		18,000			227,520
Key Energy Services, Inc.*		5,150			93,730
Petroleum Geo-Services ASA (Norway)*1		20,200			319,567
Schlumberger Ltd.		85,245			7,650,739
Trican Well Service Ltd. (Canada)		40,240			991,806
Weatherford International Ltd. (Switzerland)*		345,600			7,458,048
					28,372,985

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 1.28%
Cameco Corp. (Canada)		12,090		$	356,413
Hess Corp.		138,740			11,926,090
Paladin Energy Ltd. (Australia)*		70,110			253,423
Repsol YPF S.A. (Spain)1		4,650			166,002
Royal Dutch Shell plc - Class B (Netherlands)1		6,202			241,286
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,790			532,064
Talisman Energy, Inc. (Canada)		21,070			508,851
Total S.A. (France)1		3,960			253,604
					14,237,733
Total Energy					42,610,718
Financials - 6.27%
Capital Markets - 3.10%
The Bank of New York Mellon Corp.2		471,080			13,642,477
The Charles Schwab Corp.		597,630			10,942,605
Credit Suisse Group AG - ADR (Switzerland)		2,140			97,349
Daiwa Securities Group, Inc. (Japan)1		7,000			30,212
Evercore Partners, Inc. - Class A		4,660			162,587
GAM Holding AG (Switzerland)*1		28,740			566,468
The Goldman Sachs Group, Inc.		1,740			262,757
Greenhill & Co., Inc.		1,580			93,220
Lazard Ltd. - Class A (Bermuda)		3,570			146,370
Northern Trust Corp.		4,850			242,451
State Street Corp.		176,420			8,212,351
					34,398,847
Commercial Banks - 0.43%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		25,790			330,370
Banco Santander S.A. (Spain)1		31,030			396,268
Banco Santander S.A. - ADR (Spain)		35,980			446,152
Barclays plc - ADR (United Kingdom)		4,940			94,107
BNP Paribas (France)1		2,040			161,271
CIT Group, Inc.*		3,870			164,320
Credit Agricole S.A. (France)1		4,505			74,936
First Commonwealth Financial Corp.		100,590			623,658
First Financial Bancorp		20,570			338,994
HSBC Holdings plc (United Kingdom)1		32,900			358,868
HSBC Holdings plc - ADR (United Kingdom)		7,732			421,162
ICICI Bank Ltd. - ADR (India)		6,650			335,160
Societe Generale - ADR (France)3		8,880			118,814
Standard Chartered plc (United Kingdom)1		9,470			263,188
U.S. Bancorp		16,870			435,583

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co.		9,100		$	264,901
					4,827,752
Consumer Finance - 0.89%
American Express Co.		191,140			9,381,151
Discover Financial Services		14,500			360,180
Green Dot Corp. - Class A*		2,500			107,900
					9,849,231
Diversified Financial Services - 0.30%
Bank of America Corp.		21,820			267,950
Bolsas y Mercados Espanoles S.A. (Spain)1		9,450			319,924
CME Group, Inc.		1,550			458,443
Deutsche Boerse AG (Germany)1		9,580			795,321
ING Groep N.V. (Netherlands)*1		4,775			62,907
JPMorgan Chase & Co.		14,900			679,887
MarketAxess Holdings, Inc.		15,000			365,250
Moody’s Corp.		8,500			332,690
					3,282,372
Insurance - 0.33%
Allianz SE (Germany)1		9,880			1,552,260
The Allstate Corp.		11,530			390,175
AXA S.A. (France)1		4,080			91,466
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		100			125,858
Mapfre S.A. (Spain)1		74,000			308,868
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,525			581,887
Zurich Financial Services AG (Switzerland)*1		2,280			641,087
					3,691,601
Real Estate Investment Trusts (REITS) - 1.08%
Alexandria Real Estate Equities, Inc.		4,240			348,316
Alstria Office REIT AG (Germany)1		24,320			385,431
American Campus Communities, Inc.		13,780			484,367
Apartment Investment & Management Co. - Class A		14,110			380,406
Associated Estates Realty Corp.		5,940			98,842
AvalonBay Communities, Inc.		2,670			338,049
BioMed Realty Trust, Inc.		37,810			750,150
Boston Properties, Inc.		3,730			389,897
British Land Co. plc (United Kingdom)1		27,260			274,470
Camden Property Trust		5,820			365,205
Cedar Shopping Centers, Inc.		17,090			100,831
Cogdell Spencer, Inc.		49,610			300,141
Coresite Realty Corp.		7,200			113,688

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Corporate Office Properties Trust		21,130		$	743,987
DiamondRock Hospitality Co.		8,050			96,922
Digital Realty Trust, Inc.		9,330			562,972
DuPont Fabros Technology, Inc.		18,900			462,294
Education Realty Trust, Inc.		6,800			57,868
Equity Lifestyle Properties, Inc.		4,600			275,172
Equity One, Inc.		4,860			96,325
Equity Residential		5,180			309,350
General Growth Properties, Inc.		5,950			99,365
HCP, Inc.		8,230			326,073
Health Care REIT, Inc.		5,780			310,791
Healthcare Realty Trust, Inc.		8,350			190,714
Home Properties, Inc.		7,390			468,526
Host Hotels & Resorts, Inc.		21,164			376,508
Kimco Realty Corp.		11,710			228,813
Land Securities Group plc (United Kingdom)1		20,000			262,896
LaSalle Hotel Properties		3,840			108,058
Mack-Cali Realty Corp.		3,590			126,799
Morguard Real Estate Investment Trust (Canada)		6,740			107,495
National Retail Properties, Inc.		7,560			199,130
Omega Healthcare Investors, Inc.		6,050			138,908
Pebblebrook Hotel Trust		16,040			344,058
Public Storage		2,870			336,680
Realty Income Corp.		5,880			209,034
Simon Property Group, Inc.		3,238			370,880
Sovran Self Storage, Inc.		3,280			140,318
Sunstone Hotel Investors, Inc.*		24,880			260,245
Tanger Factory Outlet Centers		4,110			113,559
UDR, Inc.		13,650			353,399
					12,006,932
Real Estate Management & Development - 0.02%
CB Richard Ellis Group, Inc. - Class A*		5,000			133,550
Thomas Properties Group, Inc.*		12,800			45,952
					179,502
Thrifts & Mortgage Finance - 0.12%
Aareal Bank AG (Germany)*1		8,370			253,772
First Niagara Financial Group, Inc.		48,680			700,992
People’s United Financial, Inc.		31,880			436,437
					1,391,201
Total Financials					69,627,438

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care - 5.96%
Biotechnology - 0.38%
Amgen, Inc.*		14,020		$	797,037
Cangene Corp. (Canada)*		30,000			71,342
Dendreon Corp.*		12,900			560,247
InterMune, Inc.*		12,300			549,072
Momenta Pharmaceuticals, Inc.*		29,000			547,230
Myriad Genetics, Inc.*		27,160			582,310
Swedish Orphan Biovitrum AB (Sweden)*1		85,000			353,350
United Therapeutics Corp.*		11,500			770,040
					4,230,628
Health Care Equipment & Supplies - 2.57%
Abaxis, Inc.*		28,140			817,467
Alere, Inc.*		46,300			1,719,582
Becton, Dickinson and Co.		70,480			6,057,051
BioMerieux (France)1		7,500			815,428
Boston Scientific Corp.*		784,800			5,878,152
Cochlear Ltd. (Australia)1		17,540			1,550,727
Conceptus, Inc.*		38,850			599,455
DexCom, Inc.*		81,120			1,350,648
Gen-Probe, Inc.*		23,450			1,944,474
Getinge AB - Class B (Sweden)1		6,300			167,606
HeartWare International, Inc.*		9,420			702,826
Insulet Corp.*		72,330			1,554,372
Mindray Medical International Ltd. - ADR (China)		9,180			245,381
Quidel Corp.*		66,180			878,209
Sirona Dental Systems, Inc.*		12,740			727,072
Straumann Holding AG (Switzerland)1		6,370			1,666,467
Thoratec Corp.*		13,670			419,669
Zoll Medical Corp.*		24,820			1,406,798
					28,501,384
Health Care Providers & Services - 0.80%
Amil Participacoes S.A. (Brazil)		34,230			415,582
Assisted Living Concepts, Inc. - Class A*		13,200			475,992
Bio-Reference Laboratories, Inc.*		26,830			676,384
Brookdale Senior Living, Inc.*		59,790			1,628,680
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		108,540			140,812
Capital Senior Living Corp.*		56,000			519,120
China Cord Blood Corp. (Hong Kong)*		80,000			269,600
Cross Country Healthcare, Inc.*		75,340			559,023
Diagnosticos da America S.A. (Brazil)		64,630			867,649
Odontoprev S.A. (Brazil)		39,210			626,582
Sonic Healthcare Ltd. (Australia)1		140,860			1,937,479

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Sunrise Senior Living, Inc.*		75,870		$	787,531
					8,904,434
Health Care Technology - 1.09%
Allscripts Healthcare Solutions, Inc.*		26,500			570,810
Cerner Corp.*		95,679			11,498,702
					12,069,512
Life Sciences Tools & Services - 0.66%
Lonza Group AG (Switzerland)*1		9,060			779,140
QIAGEN N.V. (Netherlands)*		205,680			4,395,382
QIAGEN N.V. (Netherlands)*1		4,900			104,767
Sequenom, Inc.*		150,990			1,064,479
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		54,460			958,496
					7,302,264
Pharmaceuticals - 0.46%
AstraZeneca plc (United Kingdom)1		1,890			93,777
AstraZeneca plc - ADR (United Kingdom)		3,380			168,425
Bayer AG (Germany)1		9,575			840,634
GlaxoSmithKline plc (United Kingdom)1		12,270			268,037
Green Cross Corp. (South Korea)1		5,640			732,623
Kalbe Farma Tbk PT (Indonesia)1		1,789,000			748,508
Sanofi-Aventis S.A. (France)1		1,960			155,070
Santen Pharmaceutical Co. Ltd. (Japan)1		4,800			185,664
Shire plc (Ireland)1		16,965			526,464
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,400			116,311
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,080			278,038
UCB S.A. (Belgium)1		21,810			1,053,711
					5,167,262
Total Health Care					66,175,484
Industrials - 4.67%
Aerospace & Defense - 0.79%
The Boeing Co.		109,320			8,721,550
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		3,060			99,389
					8,820,939
Air Freight & Logistics - 1.21%
Atlas Air Worldwide Holdings, Inc.*		2,830			195,015
FedEx Corp.		66,100			6,323,787
TNT N.V. (Netherlands)1		25,340			623,591

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Air Freight & Logistics (continued)
United Parcel Service, Inc. - Class B		83,175		$	6,235,630
					13,378,023
Airlines - 0.86%
Copa Holdings S.A. - Class A (Panama)		4,200			244,230
Deutsche Lufthansa AG (Germany)1		15,825			359,034
Ryanair Holdings plc - ADR (Ireland)		20,830			634,898
Southwest Airlines Co.		678,815			7,976,076
US Airways Group, Inc.*		34,650			314,969
					9,529,207
Commercial Services & Supplies - 0.08%
Tomra Systems ASA (Norway)1		102,750			881,711
Construction & Engineering - 0.01%
MYR Group, Inc.*		4,850			120,911
Electrical Equipment - 0.15%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		26,790			736,457
Alstom S.A. (France)1		8,380			557,167
American Superconductor Corp.*		2,700			31,995
Nexans S.A. (France)1		1,630			172,753
Prysmian S.p.A. (Italy)1		5,300			125,108
					1,623,480
Industrial Conglomerates - 0.13%
Siemens AG (Germany)1		9,700			1,410,952
Machinery - 0.41%
Astec Industries, Inc.*		4,530			175,673
FANUC Corp. (Japan)1		1,400			234,359
Flowserve Corp.		22,530			2,852,749
Lindsay Corp.		3,580			262,486
Meritor, Inc.*		8,510			146,457
Okano Valve Manufacturing Co. (Japan)1		8,000			42,091
Titan International, Inc.		8,050			248,665
Wabash National Corp.*		27,270			300,788
Westport Innovations, Inc. (Canada)*		13,520			342,056
					4,605,324
Marine - 0.02%
D/S Norden (Denmark)1		5,550			198,895
Road & Rail - 1.00%
All America Latina Logistica S.A. (Brazil)		86,430			712,009
Heartland Express, Inc.		12,670			218,557
Knight Transportation, Inc.		11,570			208,376

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail (continued)
Norfolk Southern Corp.		126,400		$	9,439,552
RailAmerica, Inc.*		31,860			542,257
					11,120,751
Transportation Infrastructure - 0.01%
Groupe Eurotunnel S.A. (France)1		9,600			104,374
Total Industrials					51,794,567
Information Technology - 12.08%
Communications Equipment - 3.52%
Alcatel-Lucent - ADR (France)*		154,300			1,009,122
Cisco Systems, Inc.		577,224			10,136,053
Infinera Corp.*		100,680			787,318
Juniper Networks, Inc.*		102,342			3,922,769
QUALCOMM, Inc.		207,880			11,815,899
Riverbed Technology, Inc.*		12,740			447,684
Telefonaktiebolaget LM Ericsson - Class B (Sweden)1		24,880			377,517
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		697,250			10,598,200
					39,094,562
Computers & Peripherals - 0.94%
Apple, Inc.*		1,210			421,358
EMC Corp.*		346,410			9,817,259
Immersion Corp.*		35,480			256,875
					10,495,492
Electronic Equipment, Instruments & Components - 0.04%
Hitachi Ltd. (Japan)1		52,000			282,242
Keyence Corp. (Japan)1		521			137,678
					419,920
Internet Software & Services - 1.67%
comScore, Inc.*		27,840			829,910
Google, Inc. - Class A*		29,676			16,146,712
Liquidity Services, Inc.*		24,640			479,248
VistaPrint N.V. (Netherlands)*		20,260			1,102,144
					18,558,014
IT Services - 3.97%
Amadeus IT Holding S.A. - Class A (Spain)1		22,830			478,472
Amdocs Ltd. (Guernsey)*		43,850			1,348,387
Automatic Data Processing, Inc.		182,908			9,941,050
Cap Gemini S.A. (France)1		13,340			808,018
Cielo S.A. (Brazil)		65,080			608,522
Indra Sistemas S.A. (Spain)1		24,740			561,141

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
MasterCard, Inc. - Class A		37,200		$	10,263,108
Redecard S.A. (Brazil)		37,150			539,823
Visa, Inc. - Class A		123,490			9,647,039
The Western Union Co.		464,480			9,870,200
					44,065,760
Semiconductors & Semiconductor Equipment - 0.32%
Advantest Corp. (Japan)1		41,100			816,809
Infineon Technologies AG (Germany)1		66,740			756,667
Sumco Corp. (Japan)1		49,600			956,768
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		20,106			271,431
Tokyo Electron Ltd. (Japan)1		12,160			703,992
					3,505,667
Software - 1.62%
Autodesk, Inc.*		199,510			8,973,960
CommVault Systems, Inc.*		2,250			88,628
DemandTec, Inc.*		33,730			373,391
Electronic Arts, Inc.*		275,770			5,565,039
Fortinet, Inc.*		20,360			991,532
Misys plc (United Kingdom)*1		29,898			157,697
QLIK Technologies, Inc.*		6,500			208,390
SAP AG (Germany)1		5,630			362,742
SolarWinds, Inc.*		30,990			750,888
Taleo Corp. - Class A*		14,910			540,786
					18,013,053
Total Information Technology					134,152,468
Materials - 1.99%
Chemicals - 1.19%
Arkema S.A. (France)1		20			2,083
BASF SE (Germany)1		4,120			423,058
Calgon Carbon Corp.*		21,105			362,162
Flotek Industries, Inc.*		17,290			165,638
Johnson Matthey plc (United Kingdom)1		9,620			322,253
Linde AG (Germany)1		1,630			293,345
Monsanto Co.		158,880			10,810,195
The Scotts Miracle-Gro Co. - Class A		3,070			173,363
Shin-Etsu Chemical Co. Ltd. (Japan)1		11,500			598,268
					13,150,365
Construction Materials - 0.45%
CRH plc (Ireland)1		17,610			433,611

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Construction Materials (continued)
Eagle Materials, Inc.		13,160		$	382,824
Holcim, Ltd. (Switzerland)*1		2,450			213,473
Martin Marietta Materials, Inc.		22,160			2,020,770
Vulcan Materials Co.		43,640			1,972,528
					5,023,206
Containers & Packaging - 0.35%
Owens-Illinois, Inc.*		130,620			3,875,495
Total Materials					22,049,066
Telecommunication Services - 0.95%
Diversified Telecommunication Services - 0.91%
France Telecom S.A. (France)1		11,410			267,386
Swisscom AG - ADR (Switzerland)3		7,815			358,709
Telefonica S.A. - ADR (Spain)		21,700			585,032
Telenor ASA (Norway)1		510,310			8,815,960
					10,027,087
Wireless Telecommunication Services - 0.04%
SK Telecom Co. Ltd. - ADR (South Korea)		25,050			475,449
Total Telecommunication Services					10,502,536
Utilities - 0.12%
Electric Utilities - 0.05%
Brookfield Infrastructure Partners LP - ADR (Bermuda)		4,891			114,939
E.ON AG (Germany)1		14,270			487,737
					602,676
Independent Power Producers & Energy Traders - 0.02%
GenOn Energy, Inc.*		44,687			175,620
Multi-Utilities - 0.03%
GDF Suez (France)1		3,795			155,175
National Grid plc (United Kingdom)1		20,900			214,435
					369,610
Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		13,330			237,079
Total Utilities					1,384,985
TOTAL COMMON STOCKS (Identified Cost $439,724,968)					526,741,318

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Shares/ Principal Amount			Value (Note 2)
PREFERRED STOCKS - 0.35%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)1			3,390		$	231,113
Financials - 0.33%
Commercial Banks - 0.09%
PNC Financial Services Group, Inc., Series K, 8.25%4			350,000			370,434
Wells Fargo & Co., Series K, 7.98%4			610,000			671,000
						1,041,434
Diversified Financial Services - 0.15%
Bank of America Corp., Series K, 8.00%4			650,000			703,124
JPMorgan Chase & Co., Series 1, 7.90%4			910,000			999,844
						1,702,968
Real Estate Investment Trusts (REITS) - 0.09%
Public Storage*			37,110			937,399
Total Financials						3,681,801
TOTAL PREFERRED STOCKS (Identified Cost $3,506,230)						3,912,914
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			4,286
CORPORATE BONDS - 26.57%
Convertible Corporate Bonds - 0.17%
Financials - 0.09%
Real Estate Investment Trusts (REITS) - 0.09%
BioMed Realty LP5, 3.75%, 1/15/2015		$	825,000			994,125
Health Care - 0.04%
Biotechnology - 0.03%
Amgen, Inc., 0.375%, 2/1/2013			400,000			399,000
Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013			90,000			92,813
Total Health Care						491,813
Information Technology - 0.04%
Computers & Peripherals - 0.04%
EMC Corp., 1.75%, 12/1/2013			215,000			387,537
Total Convertible Corporate Bonds (Identified Cost $1,709,089)						1,873,475

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds - 26.40%
Consumer Discretionary - 2.96%
Hotels, Restaurants & Leisure - 0.61%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.5, 9.125%, 8/1/2018		$	245,000		$	267,050
International Game Technology, 7.50%, 6/15/2019			2,415,000			2,778,689
McDonald’s Corp., 5.80%, 10/15/2017			325,000			377,007
McDonald’s Corp., 6.30%, 10/15/2037			445,000			515,609
Scientific Games International, Inc.5, 7.875%, 6/15/2016			250,000			262,500
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016			490,000			543,900
Wyndham Worldwide Corp., 9.875%, 5/1/2014			230,000			271,643
Wyndham Worldwide Corp., 6.00%, 12/1/2016			805,000			861,650
Yum! Brands, Inc., 3.875%, 11/1/2020			960,000			924,122
						6,802,170
Household Durables - 0.29%
Fortune Brands, Inc., 5.375%, 1/15/2016			1,295,000			1,385,937
Newell Rubbermaid, Inc., 4.70%, 8/15/2020			1,855,000			1,865,709
						3,251,646
Media - 1.19%
Cablevision Systems Corp., 8.625%, 9/15/2017			700,000			784,000
Columbus International, Inc. (Barbados)5, 11.50%, 11/20/2014			210,000			241,500
Comcast Corp., 6.50%, 11/15/2035			1,310,000			1,407,807
Comcast Corp., 6.95%, 8/15/2037			950,000			1,067,259
DIRECTV Holdings LLC, 5.20%, 3/15/2020			1,740,000			1,825,919
Discovery Communications LLC, 5.05%, 6/1/2020			1,715,000			1,805,478
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)5, 7.50%, 3/15/2019			310,000			317,750
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			545,000			610,400
Sirius XM Radio, Inc.5, 9.75%, 9/1/2015			555,000			624,375
Time Warner, Inc., 4.75%, 3/29/2021			1,435,000			1,463,699
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017			535,000			565,763
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017		EUR	140,000			217,729
UPCB Finance III Ltd. (Cayman Islands)5, 6.625%, 7/1/2020		$	1,010,000			993,587
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			115,000			129,950
The Walt Disney Co., Series B, 7.00%, 3/1/2032			615,000			760,287
XM Satellite Radio, Inc.5, 7.625%, 11/1/2018			300,000			319,500
						13,135,003
Multiline Retail - 0.08%
Target Corp., 6.00%, 1/15/2018			790,000			915,834

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail - 0.64%
AutoZone, Inc., 4.00%, 11/15/2020		$	1,955,000		$	1,840,760
DirectBuy Holdings, Inc.5, 12.00%, 2/1/2017			660,000			369,600
The Home Depot, Inc., 5.40%, 3/1/2016			1,615,000			1,804,761
Lowe’s Companies, Inc., 6.10%, 9/15/2017			620,000			717,826
O’Reilly Automotive, Inc., 4.875%, 1/14/2021			920,000			925,500
Rent-A-Center, Inc.5, 6.625%, 11/15/2020			810,000			811,013
Toys R Us Property Co., LLC, 8.50%, 12/1/2017			595,000			639,625
						7,109,085
Textiles, Apparel & Luxury Goods - 0.15%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019			880,000			866,800
VF Corp., 5.95%, 11/1/2017			640,000			741,677
						1,608,477
Total Consumer Discretionary						32,822,215
Consumer Staples - 0.52%
Beverages - 0.23%
CEDC Finance Corp. International, Inc.5, 9.125%, 12/1/2016			605,000			585,337
Constellation Brands, Inc., 8.375%, 12/15/2014			610,000			693,875
Constellation Brands, Inc., 7.25%, 9/1/2016			620,000			675,800
PepsiCo, Inc., 5.00%, 6/1/2018			315,000			347,488
PepsiCo, Inc., 7.90%, 11/1/2018			187,000			238,842
						2,541,342
Food & Staples Retailing - 0.03%
The Kroger Co., 6.75%, 4/15/2012			315,000			332,376
Food Products - 0.18%
General Mills, Inc., 5.65%, 2/15/2019			860,000			961,327
Kraft Foods, Inc., 6.125%, 2/1/2018			950,000			1,078,300
						2,039,627
Personal Products - 0.08%
Revlon Consumer Products Corp., 9.75%, 11/15/2015			790,000			861,100
Total Consumer Staples						5,774,445
Energy - 2.05%
Energy Equipment & Services - 1.04%
Baker Hughes, Inc., 7.50%, 11/15/2018			1,085,000			1,370,194
Calfrac Holdings LP5, 7.50%, 12/1/2020			655,000			686,113
Complete Production Services, Inc., 8.00%, 12/15/2016			890,000			938,950
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014			490,000			494,900
Schlumberger Oilfield plc (United Kingdom)5, 4.20%, 1/15/2021			905,000			915,245

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
SESI LLC5, 6.375%, 5/1/2019		$	565,000		$	570,650
Thermon Industries, Inc., 9.50%, 5/1/2017			417,000			448,275
Trinidad Drilling Ltd. (Canada)5, 7.875%, 1/15/2019			655,000			694,300
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019			4,175,000			5,414,457
						11,533,084
Oil, Gas & Consumable Fuels - 1.01%
Anadarko Petroleum Corp., 5.95%, 9/15/2016			2,100,000			2,345,677
Anadarko Petroleum Corp., 8.70%, 3/15/2019			425,000			532,908
Apache Corp., 6.90%, 9/15/2018			740,000			897,824
Arch Coal, Inc., 8.75%, 8/1/2016			125,000			140,000
Arch Western Finance LLC, 6.75%, 7/1/2013			303,000			304,894
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 9.00%, 4/1/2015			208,000			226,720
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 10.875%, 4/1/2017			215,000			245,100
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018			730,000			797,525
Hess Corp., 5.60%, 2/15/2041			1,830,000			1,798,590
Linn Energy LLC - Linn Energy Finance Corp.5, 7.75%, 2/1/2021			560,000			599,900
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020			605,000			624,663
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018			460,000			492,200
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC, 8.875%, 3/15/2018			525,000			568,969
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016			465,000			495,225
Tesoro Corp., 9.75%, 6/1/2019			485,000			551,687
Whiting Petroleum Corp., 7.00%, 2/1/2014			515,000			553,625
						11,175,507
Total Energy						22,708,591
Financials - 11.27%
Capital Markets - 2.60%
The Charles Schwab Corp., 4.45%, 7/22/2020			4,740,000			4,873,346
Goldman Sachs Capital I, 6.345%, 2/15/2034			795,000			783,143
Goldman Sachs Capital II6, 5.793%, 12/29/2049			1,215,000			1,047,937
The Goldman Sachs Group, Inc.7, 3.25%, 6/15/2012			8,228,000			8,493,205
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			890,000			984,518
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			4,285,000			4,456,164
Jefferies Group, Inc., 8.50%, 7/15/2019			1,435,000			1,721,067
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018			1,250,000			1,418,431
Morgan Stanley, 5.55%, 4/27/2017			687,000			739,127

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Morgan Stanley, 5.50%, 1/26/2020		$	4,255,000		$	4,355,397
						28,872,335
Commercial Banks - 2.07%
Household Finance Co., 6.375%, 11/27/2012			1,250,000			1,345,760
HSBC Finance Corp., 7.00%, 5/15/2012			575,000			609,885
KeyBank National Association7, 3.20%, 6/15/2012			3,506,000			3,619,451
KeyBank National Association, 5.45%, 3/3/2016			1,340,000			1,450,065
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			2,050,000			2,366,292
National City Corp., 6.875%, 5/15/2019			820,000			956,641
PNC Bank National Association, 5.25%, 1/15/2017			545,000			589,979
PNC Funding Corp.7, 2.30%, 6/22/2012			3,600,000			3,680,852
Santander Issuances S.A. Unipersonal (Spain)5, 5.911%, 6/20/2016			1,800,000			1,870,360
U.S. Bank National Association, 6.375%, 8/1/2011			315,000			319,630
U.S. Bank National Association, 6.30%, 2/4/2014			285,000			318,560
USB Capital XIII Trust, 6.625%, 12/15/2039			535,000			571,236
Wachovia Corp., 5.25%, 8/1/2014			1,300,000			1,409,880
Wells Fargo & Co.7, 3.00%, 12/9/2011			3,458,000			3,516,641
Wilmington Trust Corp., 8.50%, 4/2/2018			280,000			327,982
						22,953,214
Consumer Finance - 0.85%
American Express Co., 8.125%, 5/20/2019			5,465,000			6,940,790
American Express Co.6, 6.80%, 9/1/2066			950,000			992,750
Credit Acceptance Corp., 9.125%, 2/1/2017			785,000			854,669
Discover Financial Services, 10.25%, 7/15/2019			545,000			720,244
						9,508,453
Diversified Financial Services - 3.55%
Bank of America Corp.7, 3.125%, 6/15/2012			6,028,000			6,215,296
Bank of America Corp., 5.75%, 8/15/2016			980,000			1,046,615
Bank of America Corp., 7.625%, 6/1/2019			4,455,000			5,256,668
Bank of America Corp.8, 5.13%, 2/24/2026			940,000			930,752
Citigroup Funding, Inc.7, 1.875%, 10/22/2012			11,088,000			11,310,093
Citigroup, Inc.7, 2.875%, 12/9/2011			3,506,000			3,561,563
Citigroup, Inc., 8.50%, 5/22/2019			4,520,000			5,631,825
JPMorgan Chase & Co., 6.30%, 4/23/2019			1,130,000			1,276,994
JPMorgan Chase & Co., 4.95%, 3/25/2020			4,040,000			4,150,959
						39,380,765
Insurance - 0.27%
American International Group, Inc., 4.25%, 5/15/2013			485,000			502,940
Fidelity National Financial, Inc., 6.60%, 5/15/2017			1,815,000			1,933,225

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

Investment Portfolio - April 30, 2011 (unaudited)

				Value
Pro-Blend® Moderate Term Series	Principal Amount			(Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance (continued)
Hartford Financial Services Group, Inc.6, 8.125%, 6/15/2038		$	485,000		$	543,806
						2,979,971
Real Estate Investment Trusts (REITS) - 1.93%
BioMed Realty LP, 3.85%, 4/15/2016			950,000			959,027
Boston Properties LP, 5.875%, 10/15/2019			1,285,000			1,413,080
Boston Properties LP, 5.625%, 11/15/2020			410,000			444,448
Camden Property Trust, 5.70%, 5/15/2017			705,000			779,107
Digital Realty Trust LP, 5.875%, 2/1/2020			4,750,000			5,023,006
DuPont Fabros Technology LP, 8.50%, 12/15/2017			505,000			558,025
HCP, Inc., 6.70%, 1/30/2018			3,675,000			4,158,391
Health Care REIT, Inc., 6.20%, 6/1/2016			3,640,000			4,028,919
Host Hotels & Resorts LP, 6.875%, 11/1/2014			325,000			335,562
Host Hotels & Resorts LP, 6.375%, 3/15/2015			150,000			153,563
Mack-Cali Realty LP, 7.75%, 8/15/2019			770,000			935,380
National Retail Properties, Inc., 6.875%, 10/15/2017			650,000			709,676
Omega Healthcare Investors, Inc., 7.50%, 2/15/2020			425,000			453,687
Simon Property Group LP, 10.35%, 4/1/2019			1,060,000			1,474,727
						21,426,598
Total Financials						125,121,336
Health Care - 1.36%
Biotechnology - 0.41%
Amgen, Inc., 3.45%, 10/1/2020			4,750,000			4,521,582
Health Care Equipment & Supplies - 0.30%
Alere, Inc., 7.875%, 2/1/2016			560,000			596,400
Alere, Inc., 9.00%, 5/15/2016			490,000			525,525
CR Bard, Inc., 4.40%, 1/15/2021			905,000			928,967
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011			165,000			165,619
Fresenius US Finance II, Inc.5, 9.00%, 7/15/2015			975,000			1,117,594
						3,334,105
Health Care Providers & Services - 0.30%
BioScrip, Inc., 10.25%, 10/1/2015			425,000			425,000
FMC Finance III S.A. (Luxembourg), 6.875%, 7/15/2017			785,000			835,044
HCA, Inc., 7.875%, 2/15/2020			765,000			832,894
Health Management Associates, Inc., 6.125%, 4/15/2016			690,000			715,013
LifePoint Hospitals, Inc.5, 6.625%, 10/1/2020			560,000			583,800
						3,391,751
Life Sciences Tools & Services - 0.04%
PharmaNet Development Group, Inc.5, 10.875%, 4/15/2017			455,000			502,775

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Pharmaceuticals - 0.31%
Abbott Laboratories, 5.125%, 4/1/2019		$	980,000		$	1,072,570
Johnson & Johnson, 5.95%, 8/15/2037			440,000			498,626
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			1,275,000			1,397,775
Wyeth, 6.50%, 2/1/2034			365,000			423,518
						3,392,489
Total Health Care						15,142,702
Industrials - 4.27%
Aerospace & Defense - 0.21%
The Boeing Co., 6.00%, 3/15/2019			1,185,000			1,375,040
GeoEye, Inc., 9.625%, 10/1/2015			170,000			192,313
Honeywell International, Inc., 5.30%, 3/1/2018			680,000			763,048
						2,330,401
Air Freight & Logistics - 0.20%
Aguila 3 S.A. (Luxembourg)5, 7.875%, 1/31/2018			705,000			720,863
FedEx Corp., 8.00%, 1/15/2019			570,000			712,036
United Parcel Service, Inc., 6.20%, 1/15/2038			660,000			750,461
						2,183,360
Airlines - 0.37%
Continental Airlines, Inc.5, 6.75%, 9/15/2015			560,000			564,200
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011			340,000			345,950
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022			313,959			326,517
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016			290,000			284,925
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			290,000			278,400
Southwest Airlines Co., 5.25%, 10/1/2014			1,030,000			1,109,132
Southwest Airlines Co., 5.75%, 12/15/2016			1,120,000			1,227,676
						4,136,800
Building Products - 0.13%
Building Materials Corp. of America5, 6.875%, 8/15/2018			345,000			356,213
Building Materials Corp. of America5, 7.50%, 3/15/2020			215,000			227,631
Owens Corning, 9.00%, 6/15/2019			690,000			822,838
						1,406,682
Commercial Services & Supplies - 0.28%
ACCO Brands Corp., 10.625%, 3/15/2015			180,000			202,950
Clean Harbors, Inc., 7.625%, 8/15/2016			427,000			456,890

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
Garda World Security Corp. (Canada)5, 9.75%, 3/15/2017		$	430,000		$	461,175
Waste Management, Inc., 7.375%, 3/11/2019			1,665,000			2,015,446
						3,136,461
Construction & Engineering - 0.05%
Boart Longyear Management Pty., Ltd. (Australia)5, 7.00%, 4/1/2021			285,000			294,975
Dematic S.A. (Luxembourg)5, 8.75%, 5/1/2016			285,000			291,413
						586,388
Industrial Conglomerates - 1.95%
GE Capital Trust I6, 6.375%, 11/15/2067			690,000			715,875
General Electric Capital Corp.7, 3.00%, 12/9/2011			3,518,000			3,576,803
General Electric Capital Corp.7, 2.125%, 12/21/2012			8,208,000			8,421,695
General Electric Capital Corp., 5.625%, 5/1/2018			335,000			366,986
General Electric Capital Corp., 5.50%, 1/8/2020			3,950,000			4,247,411
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			970,000			1,094,561
General Electric Co., 5.25%, 12/6/2017			550,000			608,968
Textron, Inc., 7.25%, 10/1/2019			1,000,000			1,164,368
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021			1,350,000			1,400,416
						21,597,083
Machinery - 0.47%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000			1,838,040
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000			364,049
John Deere Capital Corp., 5.50%, 4/13/2017			120,000			136,487
John Deere Capital Corp., 5.75%, 9/10/2018			1,895,000			2,165,155
Uncle Acquisition 2010 Corp.5, 8.625%, 2/15/2019			625,000			664,063
						5,167,794
Marine - 0.10%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			885,000			956,906
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015			190,000			198,550
						1,155,456
Road & Rail - 0.51%
CSX Corp., 6.00%, 10/1/2036			1,760,000			1,857,173
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			2,305,000			2,308,188
Union Pacific Corp., 5.65%, 5/1/2017			815,000			921,067

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp., 7.875%, 1/15/2019		$	495,000		$	626,247
						5,712,675
Total Industrials						47,413,100
Information Technology - 0.96%
Communications Equipment - 0.11%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			530,000			482,300
Nokia Corp. (Finland), 5.375%, 5/15/2019			705,000			731,739
						1,214,039
Computers & Peripherals - 0.37%
Dell, Inc., 5.875%, 6/15/2019			1,250,000			1,389,919
Hewlett-Packard Co., 5.50%, 3/1/2018			815,000			917,003
International Business Machines Corp., 5.60%, 11/30/2039			1,737,000			1,850,490
						4,157,412
Electronic Equipment, Instruments & Components - 0.10%
Corning, Inc., 6.625%, 5/15/2019			460,000			535,025
CPI International Acquisition, Inc.5, 8.00%, 2/15/2018			580,000			582,900
						1,117,925
IT Services - 0.13%
The Western Union Co., 5.253%, 4/1/2020			1,350,000			1,417,806
Semiconductors & Semiconductor Equipment - 0.10%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			360,000			380,700
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			170,000			177,225
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018			465,000			524,287
						1,082,212
Software - 0.15%
Microsoft Corp., 5.20%, 6/1/2039			735,000			741,485
Oracle Corp., 5.00%, 7/8/2019			845,000			912,575
						1,654,060
Total Information Technology						10,643,454
Materials - 2.01%
Chemicals - 0.24%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			1,185,000			1,361,660
Ferro Corp., 7.875%, 8/15/2018			560,000			599,200
Rhodia S.A. (France)5, 6.875%, 9/15/2020			575,000			669,156
						2,630,016

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.10%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 8.50%, 5/15/2018		$	480,000		$	494,400
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 7.125%, 4/15/2019			615,000			641,137
						1,135,537
Metals & Mining - 1.26%
Alcoa, Inc., 5.72%, 2/23/2019			2,166,000			2,295,228
Alcoa, Inc., 5.87%, 2/23/2022			210,000			219,731
Allegheny Technologies, Inc., 5.95%, 1/15/2021			895,000			959,620
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			1,900,000			1,926,188
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			1,145,000			1,370,960
Calcipar S.A. (Luxembourg)5, 6.875%, 5/1/2018			285,000			292,125
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020			4,750,000			5,205,915
FMG Resources August 2006 Pty. Ltd. (Australia)5, 6.875%, 2/1/2018			580,000			611,900
Mirabela Nickel Ltd. (Australia)5, 8.75%, 4/15/2018			580,000			593,050
Steel Dynamics, Inc., 7.75%, 4/15/2016			530,000			567,100
						14,041,817
Paper & Forest Products - 0.41%
Georgia-Pacific LLC5, 8.25%, 5/1/2016			720,000			817,200
International Paper Co., 9.375%, 5/15/2019			1,777,000			2,316,215
International Paper Co., 7.50%, 8/15/2021			1,195,000			1,426,362
						4,559,777
Total Materials						22,367,147
Telecommunication Services - 0.65%
Diversified Telecommunication Services - 0.31%
Inmarsat Finance plc (United Kingdom)5, 7.375%, 12/1/2017			785,000			830,137
Intelsat Jackson Holdings S.A. (Luxembourg)5, 7.25%, 4/1/2019			860,000			874,513
Verizon Communications, Inc., 3.00%, 4/1/2016			955,000			963,906
Wind Acquisition Finance S.A. (Luxembourg)5, 11.75%, 7/15/2017			460,000			534,750
Wind Acquisition Finance S.A. (Luxembourg)5, 7.25%, 2/15/2018			280,000			296,100
						3,499,406
Wireless Telecommunication Services - 0.34%
CC Holdings GS V LLC - Crown Castle GS III Corp.5, 7.75%, 5/1/2017			940,000			1,038,700
Crown Castle Towers LLC5, 6.113%, 1/15/2020			1,040,000			1,125,566
Crown Castle Towers LLC5, 4.883%, 8/15/2020			333,000			331,416
NII Capital Corp., 8.875%, 12/15/2019			585,000			646,425

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

Investment Portfolio - April 30, 2011 (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 Trust5, 5.101%, 4/15/2017		$	575,000		$	589,375
						3,731,482
Total Telecommunication Services						7,230,888
Utilities - 0.35%
Electric Utilities - 0.24%
Allegheny Energy Supply Co. LLC5, 5.75%, 10/15/2019			705,000			728,924
Exelon Generation Co. LLC, 5.35%, 1/15/2014			710,000			769,107
Exelon Generation Co. LLC, 5.20%, 10/1/2019			175,000			182,283
Southwestern Electric Power Co., 6.45%, 1/15/2019			850,000			956,933
						2,637,247
Gas Utilities - 0.06%
Ferrellgas LP - Ferrellgas Finance Corp.5, 6.50%, 5/1/2021			650,000			637,000
Independent Power Producers & Energy Traders - 0.05%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017			130,587			142,992
Mirant Mid Atlantic Pass-Through Trust, Series C, 10.06%, 12/30/2028			194,859			218,242
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.5, 10.875%, 6/1/2016			170,000			192,100
						553,334
Multi-Utilities - 0.00%**
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013			50,000			55,900
Total Utilities						3,883,481
Total Non-Convertible Corporate Bonds (Identified Cost $280,374,473)						293,107,359
TOTAL CORPORATE BONDS (Identified Cost $282,083,562)						294,980,834
MUTUAL FUNDS - 0.60%
iShares iBoxx Investment Grade Corporate Bond Fund (Identified Cost $6,136,585)			60,410			6,673,493
U.S. TREASURY SECURITIES - 1.52%
U.S. Treasury Notes - 1.52%
U.S. Treasury Note, 2.375%, 2/28/2015 (Identified Cost $16,178,268)		$	16,270,000			16,842,053

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
ASSET-BACKED SECURITIES - 0.15%
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A5, 3.72%, 3/15/2023		$	520,000		$	524,420
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016			335,000			370,091
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017			690,000			718,119
TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,544,778)						1,612,630
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.41%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029			406,931			414,324
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A46, 5.734%, 5/10/2045			175,000			194,852
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			1,130,000			1,245,489
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			830,000			892,354
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A46, 5.907%, 9/11/2038			765,000			850,492
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			475,000			522,795
CFCRE Commercial Mortgage Trust, Series 2001-C1, Class A25, 3.759%, 4/15/2044			540,000			551,391
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A36, 5.92%, 3/15/2049			160,000			177,922
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A46, 5.754%, 6/10/2046			225,000			250,429
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046			416,234			420,444
DBUBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046			552,920			568,091
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.437%, 7/25/2048			750,000			727,813
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A46, 6.078%, 7/10/2038			600,000			665,569
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043			1,066,256			1,100,977
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A46, 5.457%, 1/12/2043			650,000			703,875
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A46, 5.372%, 12/15/2044			475,000			519,867
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A46, 6.061%, 4/15/2045			845,000			939,338
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A46, 6.078%, 6/15/2038			525,000			587,401
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A46, 5.414%, 7/12/2046			175,000			190,370

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Morgan Stanley Capital I, Series 2005-HQ7, Class A46, 5.373%, 11/14/2042		$	125,000		$	136,936
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042			425,000			463,788
Morgan Stanley Capital I, Series 2011-C1, Class A25, 3.884%, 9/15/2047			800,000			824,783
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045			115,000			119,655
Vornado DP LLC, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			350,000			340,942
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.377%, 10/15/2044			225,000			245,916
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A46, 5.924%, 5/15/2043			215,000			238,962
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			200,000			221,535
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			545,000			553,367
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			940,000			962,631
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $15,318,155)						15,632,308
FOREIGN GOVERNMENT BONDS - 0.07%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $1,274,133)		EUR	980,000			789,342
U.S. GOVERNMENT AGENCIES - 17.92%
Mortgage-Backed Securities - 6.18%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		$	4,201,122			4,574,243
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			270,285			294,460
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			331,373			362,910
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			2,511,640			2,734,711
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			432,217			473,353
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			4,510,592			4,911,199
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			260,337			282,508
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			7,208,946			7,795,605
Fannie Mae, Pool #889575, 6.00%, 6/1/2038			3,421,525			3,745,537
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			14,693,353			16,116,930
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039			4,375,025			4,716,022
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			7,822,536			8,569,297
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			1,952,235			2,137,718
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,402,986			1,526,495
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			431,982			470,665
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			291,837			317,970
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			242,611			263,881
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			427,051			465,292

The accompanying notes are an integral part of the financial statements. 65

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Moderate Term Series	Principal Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		$	222,696		$	241,187
Freddie Mac Gold, Pool #G03332, 6.00%, 10/1/2037			888,471			971,775
Freddie Mac Gold, Pool #G05900, 6.00%, 3/1/2040			2,872,673			3,142,017
Freddie Mac Gold, Pool #G05906, 6.00%, 4/1/2040			1,870,843			2,046,254
Freddie Mac Gold Pool, #G06021, 5.50%, 1/1/2040			2,235,912			2,406,340
GNMA, Pool #286310, 9.00%, 2/15/2020			1,147			1,340
GNMA, Pool #263096, 9.50%, 3/15/2020			1,678			1,996
Total Mortgage-Backed Securities (Identified Cost $67,917,088)						68,569,705
Other Agencies - 11.74%
Fannie Mae, 3.00%, 9/16/2014			250,000			263,919
Fannie Mae, 2.625%, 11/20/2014			3,500,000			3,646,304
Fannie Mae, 4.375%, 10/15/2015			8,900,000			9,821,150
Fannie Mae, 1.625%, 10/26/2015			10,000,000			9,873,150
Fannie Mae, 6.25%, 5/15/2029			3,416,000			4,155,229
Fannie Mae, 7.25%, 5/15/2030			3,036,000			4,113,473
Fannie Mae, 6.625%, 11/15/2030			3,239,000			4,113,297
Federal Home Loan Bank, 1.50%, 1/16/2013			20,175,000			20,484,464
Freddie Mac, 1.375%, 1/9/2013			8,410,000			8,523,695
Freddie Mac, 2.875%, 2/9/2015			20,000,000			20,934,000
Freddie Mac, 4.75%, 11/17/2015			6,500,000			7,284,011
Freddie Mac, 5.25%, 4/18/2016			9,500,000			10,880,521
Freddie Mac, 6.75%, 3/15/2031			10,209,000			13,125,109
Freddie Mac, 6.25%, 7/15/2032			10,733,000			13,143,836
Total Other Agencies (Identified Cost $127,742,374)						130,362,158
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $195,659,462)						198,931,863
SHORT-TERM INVESTMENTS - 2.94%
Dreyfus Cash Management, Inc. - Institutional Shares9, 0.10%, (Identified Cost $32,627,789)			32,627,789			32,627,789
TOTAL INVESTMENTS - 98.98% (Identified Cost $994,059,016)						1,098,748,830
OTHER ASSETS, LESS LIABILITIES - 1.02%						11,336,017
NET ASSETS - 100%					$	1,110,084,847

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend^® Moderate Term Series

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2011¹⁰:

Settlement Date	Contracts to Deliver		In Exchange For			Contracts At Value			Unrealized Depreciation
5/27/2011		EUR 810,000		$	1,187,946		$	1,198,780		$	(10,834	)

ADR - American Depository Receipt

EUR - Euro Currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.01%

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴  The rate shown is fixed as of April 30, 2011; the rate becomes floating in 2049.

⁵  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 illiquid. These securities amount to $38,240,416, or 3.44%, of the Series’ net assets as of April 30, 2011.

⁶  The coupon rate is floating and is the stated rate as of April 30, 2011.

⁷  Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁸  Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of April 30, 2011.

⁹  Rate shown is the current yield as of April 30, 2011.

¹⁰  The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

The accompanying notes are an integral part of the financial statements. 67

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

April 30, 2011

ASSETS:
Investments, at value (identified cost $994,059,016) (Note 2)	$	1,098,748,830
Cash		570,850
Foreign currency, at value (cost $16,459)		16,613
Interest receivable		5,855,383
Receivable for securities sold		3,430,493
Receivable for fund shares sold		3,383,756
Dividends receivable		759,860
Foreign tax reclaims receivable		229,046
TOTAL ASSETS		1,112,994,831
LIABILITIES:
Accrued management fees (Note 3)		665,883
Accrued shareholder services fees (Class S) (Note 3)		143,031
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		39,517
Accrued fund accounting and administration fees (Note 3)		21,476
Accrued transfer agent fees (Note 3)		6,939
Accrued directors’ fees (Note 3)		2,376
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for securities purchased		1,753,870
Payable for fund shares repurchased		186,174
Unrealized depreciation on foreign forward currency contracts (Note 2)		10,834
Other payables and accrued expenses		79,615
TOTAL LIABILITIES		2,909,984
TOTAL NET ASSETS	$	1,110,084,847
NET ASSETS CONSIST OF:
Capital stock	$	884,122
Additional paid-in-capital		981,144,392
Undistributed net investment income		5,818,729
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		17,520,900
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		104,716,704
TOTAL NET ASSETS	$	1,110,084,847

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

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

April 30, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($715,513,178/52,729,429 shares)	$	13.57
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($343,358,114/31,089,211 shares)	$	11.04
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($49,403,615/4,435,468 shares)	$	11.14
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($1,809,940/158,087 shares)	$	11.45

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

Statement of Operations - Pro-Blend^® Moderate Term Series (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Interest	$	10,187,840
Dividends (net of foreign taxes withheld, $163,769)		4,050,269
Total Investment Income		14,238,109
EXPENSES:
Management fees (Note 3)		3,890,439
Shareholder services fees (Class S) (Note 3)		850,480
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		199,863
Fund accounting and administration fees (Note 3)		99,739
Transfer agent fees (Note 3)		46,829
Directors’ fees (Note 3)		13,885
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		2,009
Chief Compliance Officer service fees (Note 3)		1,383
Custodian fees		38,191
Miscellaneous		141,715
Total Expenses		5,284,533
NET INVESTMENT INCOME		8,953,576
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		18,734,356
Foreign currency and translation of other assets and liabilities		(44,199	)
Forward foreign currency exchange contracts		(66,965	)
		18,623,192
Net change in unrealized appreciation (depreciation) on-
Investments		48,323,733
Foreign currency and translation of other assets and liabilities		24,260
Forward foreign currency exchange contracts		327
		48,348,320
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		66,971,512
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	75,925,088

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	8,953,576			$	12,553,604
Net realized gain on investments and foreign currency			18,623,192				36,084,705
Net change in unrealized appreciation on investments and foreign currency			48,348,320				39,886,891
Net increase from operations			75,925,088				88,525,200
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(6,283,436	)			(5,933,684	)
From net investment income (Class I)			(3,987,775	)			(2,101,821	)
From net investment income (Class C)			(308,833	)			(79,607	)
From net investment income (Class R)			(4,443	)			—
From net realized gain on investments (Class S)			(9,435,174	)			—
From net realized gain on investments (Class I)			(5,280,876	)			—
From net realized gain on investments (Class C)			(612,007	)			—
From net realized gain on investments (Class R)			(6,337	)			—
Total distributions to shareholders			(25,918,881	)			(8,115,112	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			100,518,425				438,089,089
Net increase in net assets			150,524,632				518,499,177
NET ASSETS:
Beginning of period			959,560,215				441,061,038
End of period (including undistributed net investment income of $5,818,729 and $7,449,640, respectively)		$	1,110,084,847			$	959,560,215

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

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

	For the Six Months Ended
	4/30/11				For the Years Ended
	(unaudited)				10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.94			$	11.61			$	10.41			$	14.18			$	13.55			$	12.75
Income (loss) from investment operations:
Net investment income			0.11	1			0.19	1			0.16	1			0.23				0.24				0.20
Net realized and unrealized gain (loss) on investments			0.83				1.28				1.23				(2.75	)			1.19				1.36
Total from investment operations			0.94				1.47				1.39				(2.52	)			1.43				1.56
Less distributions to shareholders:
From net investment income			(0.12	)			(0.14	)			(0.19	)			(0.23	)			(0.23	)			(0.14	)
From net realized gain on investments			(0.19	)			—				—				(1.02	)			(0.57	)			(0.62	)
Total distributions to shareholders			(0.31	)			(0.14	)			(0.19	)			(1.25	)			(0.80	)			(0.76	)
Net asset value - End of period		$	13.57			$	12.94			$	11.61			$	10.41			$	14.18			$	13.55
Net assets - End of period (000’s omitted)		$	715,513			$	633,304			$	396,927			$	218,807			$	379,385			$	297,096
Total return2			7.43	%			12.81	%			13.65	%			(19.28	%)			10.91	%			12.88	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.07	%3			1.09	%			1.10	%			1.10	%			1.11	%			1.16	%
Net investment income			1.68	%3			1.60	%			1.49	%			1.74	%			1.86	%			1.75	%
Series portfolio turnover			20	%			56	%			58	%			75	%			78	%			72	%
*       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:
			N/A				0.00	%4			0.02	%			0.02	%			N/A				N/A

¹  Calculated based on average shares outstanding during the period.

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

³ Annualized.

⁴  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)												For the Period
					For the Years Ended								3/28/081 to
					10/31/10				10/31/09				10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.60			$	9.54			$	8.59			$	10.00
Income (loss) from investment operations:
Net investment income			0.10	2			0.18	2			0.15	2			0.06
Net realized and unrealized gain (loss) on investments			0.67				1.06				1.02				(1.42	)
Total from investment operations			0.77				1.24				1.17				(1.36	)
Less distributions to shareholders:
From net investment income			(0.14	)			(0.18	)			(0.22	)			(0.05	)
From net realized gain on investments			(0.19	)			—				—				—
Total distributions to shareholders			(0.33	)			(0.18	)			(0.22	)			(0.05	)
Net asset value - End of period		$	11.04			$	10.60			$	9.54			$	8.59
Net assets - End of period (000’s omitted)		$	343,358			$	294,000			$	44,134			$	322
Total return3			7.44	%			13.13	%			14.11	%			(13.64	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.82	%4			0.84	%			0.85	%			0.85	%4
Net investment income			1.93	%4			1.85	%			1.67	%			1.47	%4
Series portfolio turnover			20	%			56	%			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:
			N/A				0.00	%5			0.02	%			0.10	%4

¹ Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents 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.

⁴  Annualized.

⁵ Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.69			$	10.00
Income from investment operations:
Net investment income			0.05	2			0.07	2
Net realized and unrealized gain on investments			0.68				0.67
Total from investment operations			0.73				0.74
Less distributions to shareholders:
From net investment income			(0.09	)			(0.05	)
From net realized gain on investments			(0.19	)			—
Total distributions to shareholders			(0.28	)			(0.05	)
Net asset value - End of period		$	11.14			$	10.69
Net assets - End of period (000’s omitted)		$	49,404			$	32,019
Total return3			7.00	%			7.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.82	%4			1.84	%4
Net investment income			0.93	%4			0.85	%4
Series portfolio turnover			20	%			56	%
*        The investment advisor did not impose all or a portion of 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:
			N/A				0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁴  Annualized.

⁵  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.99			$	10.00
Income from investment operations:
Net investment income			0.08	2			0.02	2
Net realized and unrealized gain on investments			0.70				0.97
Total from investment operations			0.78				0.99
Less distributions to shareholders:
From net investment income			(0.13	)			—
From net realized gain on investments			(0.19	)			—
Total distributions to shareholders			(0.32	)			—
Net asset value - End of period		$	11.45			$	10.99
Net assets - End of period (000’s omitted)		$	1,810			$	237
Total return3			7.26	%			9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.32	%4			1.34	%4
Net investment income			1.40	%4			0.65	%4
Series portfolio turnover			20	%			56	%
*        The investment advisor did not impose all or a portion of its 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:
			N/A				0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁴  Annualized.

⁵  Less than 0.01%.

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

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2010 to April 30, 2011).

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 11/1/10			Ending Account  Value 4/30/11			Expenses Paid During  Period 11/1/10-4/30/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	1,101.60		$	5.52		1.06	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.54		$	5.31		1.06	%
Class I
Actual		$	1,000.00		$	1,103.60		$	4.22		0.81	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.78		$	4.06		0.81	%
Class C
Actual		$	1,000.00		$	1,096.40		$	9.41		1.81	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,015.82		$	9.05		1.81	%
Class R
Actual		$	1,000.00		$	1,099.70		$	6.82		1.31	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.30		$	6.56		1.31	%

* 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.

76

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

As of April 30, 2011

Sector Allocation3
Information Technology	16.39	%
Financials	14.02	%
Consumer Staples	9.33	%
Industrials	8.89	%
Consumer Discretionary	8.68	%
Health Care	8.37	%
Energy	6.64	%
Materials	4.39	%
Telecommunication Services	1.86	%
Utilities	0.59	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Google, Inc. - Class A	1.83	%
Time Warner, Inc.	1.65	%
Hess Corp.	1.45	%
QUALCOMM, Inc.	1.37	%
Cerner Corp.	1.33	%
The Charles Schwab Corp.	1.30	%
Baker Hughes, Inc.	1.29	%
Monsanto Co.	1.28	%
Telefonaktiebolaget LM Ericsson - ADR (Sweden)	1.24	%
MasterCard, Inc. - Class A	1.19	%

⁴ As a percentage of total investments.

77

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS - 59.81%
Consumer Discretionary - 6.01%
Auto Components - 0.09%
Cooper Tire & Rubber Co.		12,680		$	342,106
Hankook Tire Co. Ltd. (South Korea)1		17,860			717,337
					1,059,443
Automobiles - 0.07%
Bayerische Motoren Werke AG (BMW) (Germany)1		3,480			327,638
Suzuki Motor Corp. (Japan)1		5,300			126,176
Yamaha Motor Co. Ltd. (Japan)*1		21,000			403,666
					857,480
Distributors - 0.03%
Inchcape plc (United Kingdom)*1		55,200			336,966
Diversified Consumer Services - 0.04%
Capella Education Co.*		1,980			98,208
Grand Canyon Education, Inc.*		10,720			155,011
Strayer Education, Inc.		1,740			215,551
					468,770
Hotels, Restaurants & Leisure - 1.00%
Accor S.A. (France)1		5,040			223,968
Carnival Corp.		279,900			10,655,793
Ctrip.com International Ltd. - ADR (China)*		15,000			730,800
Hyatt Hotels Corp. - Class A*		2,280			101,027
Intercontinental Hotels Group plc (United Kingdom)1		5,410			118,764
					11,830,352
Household Durables - 0.11%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		63,860			188,445
DR Horton, Inc.		3,800			47,272
Lennar Corp. - Class A		11,650			221,234
LG Electronics, Inc. (South Korea)1		3,410			328,283
Rodobens Negocios Imobiliarios S.A. (Brazil)		50,510			432,796
Toll Brothers, Inc.*		2,360			49,584
					1,267,614
Internet & Catalog Retail - 0.02%
Ocado Group plc (United Kingdom)*1		66,510			252,210
Media - 4.33%
Gestevision Telecinco S.A. (Spain)1		52,000			584,534
Grupo Televisa S.A. - ADR (Mexico)*		17,800			422,216
Imax Corp. (Canada)*		21,750			762,990
Liberty Global, Inc. - Class A*		185,040			8,604,360
Mediaset S.p.A. (Italy)1		16,470			109,730
Reed Elsevier plc (United Kingdom)1		20,540			181,968

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Reed Elsevier plc - ADR (United Kingdom)		7,379		$	262,397
Societe Television Francaise 1 (France)1		47,150			885,156
Time Warner, Inc.		509,170			19,277,176
Virgin Media, Inc. (United Kingdom)		196,000			5,930,960
The Walt Disney Co.		298,010			12,844,231
Wolters Kluwer N.V. (Netherlands)1		9,795			228,217
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		161,000			911,993
					51,005,928
Multiline Retail - 0.08%
Marks & Spencer Group plc (United Kingdom)1		52,450			340,776
Nordstrom, Inc.		3,210			152,635
PPR (France)1		2,230			398,694
					892,105
Specialty Retail - 0.21%
Chico’s FAS, Inc.		16,900			247,247
Dick’s Sporting Goods, Inc.*		14,770			604,536
The Finish Line, Inc. - Class A		12,670			272,278
Group 1 Automotive, Inc.		3,980			171,299
Inditex S.A. (Spain)1		2,600			233,166
KOMERI Co. Ltd. (Japan)1		7,100			193,307
Lumber Liquidators Holdings, Inc.*		13,520			350,844
Penske Automotive Group, Inc.*		8,000			179,840
Sonic Automotive, Inc. - Class A		11,430			161,163
					2,413,680
Textiles, Apparel & Luxury Goods - 0.03%
Adidas AG (Germany)1		5,220			389,012
Total Consumer Discretionary					70,773,560
Consumer Staples - 8.69%
Beverages - 2.24%
Anheuser-Busch InBev N.V. (Belgium)1		198,860			12,690,856
Central European Distribution Corp.		14,810			175,054
The Coca-Cola Co.		181,860			12,268,276
Diageo plc (United Kingdom)1		17,005			345,936
Heineken N.V. (Netherlands)1		10,280			615,096
Kirin Holdings Co. Ltd. (Japan)1		21,000			295,499
					26,390,717
Food & Staples Retailing - 1.84%
BJ’s Wholesale Club, Inc.*		5,010			257,113

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food & Staples Retailing (continued)
Carrefour S.A. (France)1		29,020		$	1,375,030
Casino Guichard-Perrachon S.A. (France)1		3,380			355,648
Koninklijke Ahold N.V. (Netherlands)1		25,560			358,953
The Kroger Co.		365,580			8,887,250
Safeway, Inc.		367,330			8,929,792
SUPERVALU, Inc.		33,330			375,296
Tesco plc (United Kingdom)1		168,670			1,137,152
					21,676,234
Food Products - 4.56%
Barry Callebaut AG (Switzerland)1		500			478,236
Danone S.A. (France)1		13,830			1,012,583
Flowers Foods, Inc.		11,730			358,469
General Mills, Inc.		311,230			12,007,253
Kellogg Co.		69,230			3,964,802
Kraft Foods, Inc. - Class A		354,080			11,890,006
Nestle S.A. (Switzerland)1		174,070			10,804,245
Sanderson Farms, Inc.		5,340			254,184
Suedzucker AG (Germany)1		7,300			225,050
Unilever plc - ADR (United Kingdom)		390,335			12,713,211
					53,708,039
Household Products - 0.03%
Reckitt Benckiser Group plc (United Kingdom)1		7,195			400,379
Personal Products - 0.02%
Beiersdorf AG (Germany)1		2,630			171,282
Kao Corp. (Japan)1		3,000			75,098
					246,380
Total Consumer Staples					102,421,749
Energy - 5.09%
Energy Equipment & Services - 3.40%
Baker Hughes, Inc.		194,560			15,060,890
Calfrac Well Services Ltd. (Canada)		22,540			797,351
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		16,800			591,829
ION Geophysical Corp.*		24,000			303,360
Key Energy Services, Inc.*		7,350			133,770
Petroleum Geo-Services ASA (Norway)*1		21,000			332,224
Schlumberger Ltd.		121,840			10,935,140
Trican Well Service Ltd. (Canada)		50,350			1,240,989
Weatherford International Ltd. (Switzerland)*		493,950			10,659,441
					40,054,994

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 1.69%
Cameco Corp. (Canada)		11,000		$	324,280
Hess Corp.		197,420			16,970,223
Paladin Energy Ltd. (Australia)*		89,970			325,210
Repsol YPF S.A. (Spain)1		6,190			220,978
Royal Dutch Shell plc - Class B (Netherlands)1		9,249			359,828
Royal Dutch Shell plc - Class B - ADR (Netherlands)		9,190			720,128
Talisman Energy, Inc. (Canada)		24,520			592,170
Total S.A. (France)1		5,670			363,115
					19,875,932
Total Energy					59,930,926
Financials - 7.02%
Capital Markets - 3.37%
The Bank of New York Mellon Corp.2		384,090			11,123,246
The Charles Schwab Corp.		827,510			15,151,708
Credit Suisse Group AG - ADR (Switzerland)		3,190			145,113
Daiwa Securities Group, Inc. (Japan)1		6,000			25,896
Evercore Partners, Inc. - Class A		6,150			214,574
GAM Holding AG (Switzerland)*1		36,530			720,010
The Goldman Sachs Group, Inc.		2,310			348,833
Greenhill & Co., Inc.		2,140			126,260
Lazard Ltd. - Class A (Bermuda)		4,820			197,620
Northern Trust Corp.		6,620			330,934
State Street Corp.		243,350			11,327,943
					39,712,137
Commercial Banks - 0.52%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		35,280			451,937
Banco Santander S.A. (Spain)1		33,110			422,831
Banco Santander S.A. - ADR (Spain)		41,850			518,940
Barclays plc - ADR (United Kingdom)		6,940			132,207
BNP Paribas (France)1		2,320			183,407
CIT Group, Inc.*		5,300			225,038
Credit Agricole S.A. (France)1		3,800			63,209
First Commonwealth Financial Corp.		122,500			759,500
First Financial Bancorp		28,300			466,384
HSBC Holdings plc (United Kingdom)1		40,950			446,676
HSBC Holdings plc - ADR (United Kingdom)		8,962			488,160
ICICI Bank Ltd. - ADR (India)		9,160			461,664
Societe Generale - ADR (France)3		12,410			166,046
Standard Chartered plc (United Kingdom)1		12,880			357,957
U.S. Bancorp		22,250			574,495

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co.		12,600		$	366,786
					6,085,237
Consumer Finance - 1.18%
American Express Co.		269,340			13,219,207
Discover Financial Services		20,000			496,800
Green Dot Corp. - Class A*		3,500			151,060
					13,867,067
Diversified Financial Services - 0.36%
Bank of America Corp.		30,390			373,189
Bolsas y Mercados Espanoles S.A. (Spain)1		13,410			453,988
CME Group, Inc.		2,220			656,609
Deutsche Boerse AG (Germany)1		11,140			924,831
ING Groep N.V. (Netherlands)*1		4,650			61,260
JPMorgan Chase & Co.		17,065			778,676
MarketAxess Holdings, Inc.		20,500			499,175
Moody’s Corp.		12,050			471,637
					4,219,365
Insurance - 0.40%
Allianz SE (Germany)1		12,520			1,967,034
The Allstate Corp.		16,100			544,824
AXA S.A. (France)1		4,550			102,002
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		200			251,716
Mapfre S.A. (Spain)1		99,000			413,216
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,955			652,869
Zurich Financial Services AG (Switzerland)*1		2,910			818,230
					4,749,891
Real Estate Investment Trusts (REITS) - 1.05%
Alexandria Real Estate Equities, Inc.		4,350			357,353
Alstria Office REIT AG (Germany)1		30,620			485,276
American Campus Communities, Inc.		13,440			472,416
Apartment Investment & Management Co. - Class A		14,030			378,249
Associated Estates Realty Corp.		6,030			100,339
AvalonBay Communities, Inc.		2,810			355,774
BioMed Realty Trust, Inc.		32,740			649,562
Boston Properties, Inc.		5,250			548,783
British Land Co. plc (United Kingdom)1		15,450			155,560
Camden Property Trust		5,380			337,595
Cedar Shopping Centers, Inc.		17,600			103,840
Cogdell Spencer, Inc.		44,240			267,652
Coresite Realty Corp.		7,400			116,846

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Corporate Office Properties Trust		20,930		$	736,945
DiamondRock Hospitality Co.		7,400			89,096
Digital Realty Trust, Inc.		9,520			574,437
DuPont Fabros Technology, Inc.		19,140			468,164
Education Realty Trust, Inc.		7,000			59,570
Equity Lifestyle Properties, Inc.		4,240			253,637
Equity One, Inc.		5,040			99,893
Equity Residential		5,270			314,724
General Growth Properties, Inc.		6,080			101,536
HCP, Inc.		6,890			272,982
Health Care REIT, Inc.		4,350			233,900
Healthcare Realty Trust, Inc.		8,260			188,658
Home Properties, Inc.		7,950			504,030
Host Hotels & Resorts, Inc.		19,494			346,798
Kimco Realty Corp.		12,570			245,618
Land Securities Group plc (United Kingdom)1		11,810			155,240
LaSalle Hotel Properties		8,535			240,175
Mack-Cali Realty Corp.		3,020			106,666
Mid-America Apartment Communities, Inc.		5,683			379,909
Morguard Real Estate Investment Trust (Canada)		6,880			109,728
National Retail Properties, Inc.		7,710			203,081
Omega Healthcare Investors, Inc.		12,490			286,770
Pebblebrook Hotel Trust		13,740			294,723
Public Storage		2,580			302,660
Realty Income Corp.		6,000			213,300
Simon Property Group, Inc.		2,866			328,272
Sovran Self Storage, Inc.		3,330			142,457
Sunstone Hotel Investors, Inc.*		30,750			321,645
Tanger Factory Outlet Centers		4,410			121,848
UDR, Inc.		12,910			334,240
					12,359,947
Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*		5,210			139,159
Thomas Properties Group, Inc.*		12,980			46,598
					185,757
Thrifts & Mortgage Finance - 0.13%
Aareal Bank AG (Germany)*1		11,235			340,636
First Niagara Financial Group, Inc.		57,350			825,840

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Thrifts & Mortgage Finance (continued)
People’s United Financial, Inc.		25,820		$	353,476
					1,519,952
Total Financials					82,699,353
Health Care - 7.36%
Biotechnology - 0.50%
Amgen, Inc.*		16,630			945,416
Cangene Corp. (Canada)*		45,000			107,013
Dendreon Corp.*		17,700			768,711
Exact Sciences Corp.*		40,490			324,325
InterMune, Inc.*		16,920			755,309
Momenta Pharmaceuticals, Inc.*		39,000			735,930
Myriad Genetics, Inc.*		37,300			799,712
Swedish Orphan Biovitrum AB (Sweden)*1		116,000			482,218
United Therapeutics Corp.*		15,000			1,004,400
					5,923,034
Health Care Equipment & Supplies - 3.13%
Abaxis, Inc.*		33,980			987,119
Alere, Inc.*		56,400			2,094,696
Becton, Dickinson and Co.		99,070			8,514,076
BioMerieux (France)1		10,730			1,166,606
Boston Scientific Corp.*		1,050,200			7,865,998
Cochlear Ltd. (Australia)1		21,680			1,916,748
Conceptus, Inc.*		46,290			714,255
DexCom, Inc.*		106,455			1,772,476
Gen-Probe, Inc.*		29,300			2,429,556
Getinge AB - Class B (Sweden)1		8,700			231,456
HeartWare International, Inc.*		13,300			992,313
Insulet Corp.*		77,670			1,669,128
Mindray Medical International Ltd. - ADR (China)		3,740			99,970
Quidel Corp.*		82,390			1,093,315
Sirona Dental Systems, Inc.*		16,780			957,635
Straumann Holding AG (Switzerland)1		6,615			1,730,562
Thoratec Corp.*		19,310			592,817
Zoll Medical Corp.*		35,850			2,031,978
					36,860,704
Health Care Providers & Services - 0.98%
Amil Participacoes S.A. (Brazil)		40,950			497,168
Assisted Living Concepts, Inc. - Class A*		18,100			652,686
Bio-Reference Laboratories, Inc.*		33,410			842,266
Brookdale Senior Living, Inc.*		74,960			2,041,910

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		125,000		$	162,166
Capital Senior Living Corp.*		76,000			704,520
China Cord Blood Corp. (Hong Kong)*		105,000			353,850
Cross Country Healthcare, Inc.*		103,490			767,896
Diagnosticos da America S.A. (Brazil)		87,130			1,169,709
Odontoprev S.A. (Brazil)		53,210			850,305
Sonic Healthcare Ltd. (Australia)1		177,490			2,441,312
Sunrise Senior Living, Inc.*		95,600			992,328
					11,476,116
Health Care Technology - 1.38%
Allscripts Healthcare Solutions, Inc.*		31,520			678,941
Cerner Corp.*		129,753			15,593,716
					16,272,657
Life Sciences Tools & Services - 0.81%
Lonza Group AG (Switzerland)*1		11,180			961,455
QIAGEN N.V. (Netherlands)*1		6,750			144,322
QIAGEN N.V. (Netherlands)*		278,570			5,953,041
Sequenom, Inc.*		186,250			1,313,063
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		65,550			1,153,680
					9,525,561
Pharmaceuticals - 0.56%
AstraZeneca plc (United Kingdom)1		2,540			126,029
AstraZeneca plc - ADR (United Kingdom)		3,795			189,105
Bayer AG (Germany)1		13,685			1,201,471
GlaxoSmithKline plc (United Kingdom)1		16,925			369,725
Green Cross Corp. (South Korea)1		7,130			926,171
Kalbe Farma Tbk PT (Indonesia)1		2,456,000			1,027,577
Sanofi-Aventis S.A. (France)1		2,170			171,684
Santen Pharmaceutical Co. Ltd. (Japan)1		4,800			185,664
Shire plc (Ireland)1		21,165			656,800
Takeda Pharmaceutical Co. Ltd. (Japan)1		3,000			145,388
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		8,260			377,730
UCB S.A. (Belgium)1		26,170			1,264,356
					6,641,700
Total Health Care					86,699,772
Industrials - 6.17%
Aerospace & Defense - 1.00%
The Boeing Co.		145,160			11,580,865

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Aerospace & Defense (continued)
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		4,190		$	136,091
					11,716,956
Air Freight & Logistics - 1.56%
Atlas Air Worldwide Holdings, Inc.*		3,940			271,505
FedEx Corp.		91,280			8,732,758
TNT N.V. (Netherlands)1		31,330			770,998
United Parcel Service, Inc. - Class B		114,925			8,615,927
					18,391,188
Airlines - 1.07%
Copa Holdings S.A. - Class A (Panama)		4,590			266,909
Deutsche Lufthansa AG (Germany)1		19,235			436,399
Ryanair Holdings plc - ADR (Ireland)		21,190			645,871
Southwest Airlines Co.		924,660			10,864,755
US Airways Group, Inc.*		42,200			383,598
					12,597,532
Commercial Services & Supplies - 0.10%
Tomra Systems ASA (Norway)1		135,630			1,163,858
Construction & Engineering - 0.01%
MYR Group, Inc.*		6,860			171,020
Electrical Equipment - 0.18%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		33,520			921,465
Alstom S.A. (France)1		11,070			736,020
American Superconductor Corp.*		3,800			45,030
Nexans S.A. (France)1		2,200			233,164
Prysmian S.p.A. (Italy)1		7,200			169,958
					2,105,637
Industrial Conglomerates - 0.15%
Siemens AG (Germany)1		12,280			1,786,236
Machinery - 0.75%
Astec Industries, Inc.*		5,520			214,066
FANUC Corp. (Japan)1		7,000			1,171,796
Flowserve Corp.		47,880			6,062,566
Meritor, Inc.*		10,550			181,565
Okano Valve Manufacturing Co. (Japan)1		11,000			57,875
Titan International, Inc.		11,080			342,261
Wabash National Corp.*		33,330			367,630
Westport Innovations, Inc. (Canada)*		19,240			486,772
					8,884,531

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Marine - 0.02%
D/S Norden (Denmark)1		7,620		$	273,078
Road & Rail - 1.28%
All America Latina Logistica S.A. (Brazil)		105,440			868,613
Heartland Express, Inc.		17,200			296,700
Knight Transportation, Inc.		14,100			253,941
Norfolk Southern Corp.		174,140			13,004,775
RailAmerica, Inc.*		36,120			614,762
					15,038,791
Transportation Infrastructure - 0.05%
Groupe Eurotunnel S.A. (France)1		9,500			103,287
Malaysia Airports Holdings Berhad (Malaysia)1		209,870			437,879
					541,166
Total Industrials					72,669,993
Information Technology - 15.51%
Communications Equipment - 4.49%
Alcatel-Lucent - ADR (France)*		192,270			1,257,446
Cisco Systems, Inc.		774,560			13,601,274
Infinera Corp.*		124,470			973,355
Juniper Networks, Inc.*		142,960			5,479,657
QUALCOMM, Inc.		281,000			15,972,040
Riverbed Technology, Inc.*		16,480			579,107
Telefonaktiebolaget LM Ericsson - Class B (Sweden)1		33,990			515,748
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		954,450			14,507,640
					52,886,267
Computers & Peripherals - 1.24%
Apple, Inc.*		1,450			504,934
EMC Corp.*		484,360			13,726,762
Immersion Corp.*		48,240			349,258
					14,580,954
Electronic Equipment, Instruments & Components - 0.04%
Hitachi Ltd. (Japan)1		70,000			379,941
Keyence Corp. (Japan)1		563			148,777
					528,718
Internet Software & Services - 2.07%
comScore, Inc.*		33,350			994,164
Google, Inc. - Class A*		39,240			21,350,484
Liquidity Services, Inc.*		35,210			684,835

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
VistaPrint N.V. (Netherlands)*		24,930		$	1,356,192
					24,385,675
IT Services - 5.09%
Amadeus IT Holding S.A. - Class A (Spain)1		28,020			587,245
Amdocs Ltd. (Guernsey)*		60,120			1,848,690
Automatic Data Processing, Inc.		248,924			13,529,019
Cap Gemini S.A. (France)1		17,090			1,035,159
Cielo S.A. (Brazil)		76,090			711,470
Indra Sistemas S.A. (Spain)1		33,970			770,492
MasterCard, Inc. - Class A		50,490			13,929,686
Redecard S.A. (Brazil)		44,820			651,275
Visa, Inc. - Class A		169,610			13,249,933
The Western Union Co.		641,240			13,626,350
					59,939,319
Semiconductors & Semiconductor Equipment - 0.35%
Advantest Corp. (Japan)1		51,600			1,025,483
Infineon Technologies AG (Germany)1		79,000			895,665
Sumco Corp. (Japan)1		61,500			1,186,315
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		27,422			370,197
Tokyo Electron Ltd. (Japan)1		12,000			694,729
					4,172,389
Software - 2.23%
Adobe Systems, Inc.*		5,750			192,913
Autodesk, Inc.*		265,455			11,940,166
CommVault Systems, Inc.*		3,100			122,109
DemandTec, Inc.*		46,380			513,427
Electronic Arts, Inc.*		468,890			9,462,200
Fortinet, Inc.*		26,930			1,311,491
Misys plc (United Kingdom)*1		39,838			210,125
QLIK Technologies, Inc.*		8,900			285,334
SAP AG (Germany)1		7,670			494,179
SolarWinds, Inc.*		40,000			969,200
Taleo Corp. - Class A*		20,580			746,437
					26,247,581
Total Information Technology					182,740,903
Materials - 2.59%
Chemicals - 1.59%
Arkema S.A. (France)1		67			6,978
BASF SE (Germany)1		5,500			564,762

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Calgon Carbon Corp.*		22,965		$	394,079
Flotek Industries, Inc.*		23,530			225,417
Johnson Matthey plc (United Kingdom)1		13,560			454,236
Linde AG (Germany)1		2,320			417,521
Monsanto Co.		219,010			14,901,440
The Scotts Miracle-Gro Co. - Class A		2,670			150,775
Shin-Etsu Chemical Co. Ltd. (Japan)1		11,900			619,078
Syngenta AG (Switzerland)1		2,689			950,985
					18,685,271
Construction Materials - 0.57%
CRH plc (Ireland)1		23,130			569,530
Eagle Materials, Inc.		16,510			480,276
Holcim, Ltd. (Switzerland)*1		3,450			300,606
Martin Marietta Materials, Inc.		30,070			2,742,083
Vulcan Materials Co.		59,160			2,674,032
					6,766,527
Containers & Packaging - 0.43%
Owens-Illinois, Inc.*		169,620			5,032,625
Paper & Forest Products - 0.00%**
Norbord, Inc. (Canada)*		1,084			15,192
Total Materials					30,499,615
Telecommunication Services - 1.22%
Diversified Telecommunication Services - 1.17%
France Telecom S.A. (France)1		15,090			353,625
Swisscom AG - ADR (Switzerland)3		9,800			449,820
Telefonica S.A. - ADR (Spain)		29,800			803,408
Telenor ASA (Norway)1		703,010			12,144,986
					13,751,839
Wireless Telecommunication Services - 0.05%
SK Telecom Co. Ltd. - ADR (South Korea)		31,600			599,768
Total Telecommunication Services					14,351,607
Utilities - 0.15%
Electric Utilities - 0.06%
Brookfield Infrastructure Partners LP - ADR (Bermuda)		4,838			113,693
E.ON AG (Germany)1		17,750			606,680
					720,373
Independent Power Producers & Energy Traders - 0.02%
GenOn Energy, Inc.*		67,115			263,762

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Utilities (continued)
Multi-Utilities - 0.04%
GDF Suez (France)1		4,147		$	169,568
National Grid plc (United Kingdom)1		22,535			231,210
					400,778
Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		19,030			338,456
Total Utilities					1,723,369
TOTAL COMMON STOCKS (Identified Cost $578,623,652)					704,510,847
PREFERRED STOCKS - 0.39%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)1		3,800			259,065
Financials - 0.37%
Commercial Banks - 0.12%
PNC Financial Services Group, Inc., Series K, 8.25%4		480,000			508,023
Wells Fargo & Co., Series K, 7.98%4		795,000			874,500
					1,382,523
Diversified Financial Services - 0.16%
Bank of America Corp., Series K, 8.00%4		845,000			914,062
JPMorgan Chase & Co., Series 1, 7.90%4		890,000			977,870
					1,891,932
Real Estate Investment Trusts (REITS) - 0.09%
Public Storage*		39,780			1,004,843
Total Financials					4,279,298
TOTAL PREFERRED STOCKS (Identified Cost $4,018,869)					4,538,363
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			3,435

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS - 18.33%
Convertible Corporate Bonds - 0.20%
Financials - 0.09%
Real Estate Investment Trusts (REITS) - 0.09%
BioMed Realty LP5, 3.75%, 1/15/2015		$	850,000		$	1,024,250
Health Care - 0.06%
Biotechnology - 0.05%
Amgen, Inc., 0.375%, 2/1/2013			635,000			633,413
Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013			140,000			144,375
Total Health Care						777,788
Information Technology - 0.05%
Computers & Peripherals - 0.05%
EMC Corp., 1.75%, 12/1/2013			335,000			603,837
Total Convertible Corporate Bonds (Identified Cost $2,167,899)						2,405,875
Non-Convertible Corporate Bonds - 18.13%
Consumer Discretionary - 2.60%
Hotels, Restaurants & Leisure - 0.52%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.5, 9.125%, 8/1/2018			250,000			272,500
International Game Technology, 7.50%, 6/15/2019			1,150,000			1,323,185
McDonald’s Corp., 5.80%, 10/15/2017			620,000			719,213
McDonald’s Corp., 6.30%, 10/15/2037			690,000			799,484
Scientific Games International, Inc.5, 7.875%, 6/15/2016			370,000			388,500
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016			505,000			560,550
Wyndham Worldwide Corp., 9.875%, 5/1/2014			230,000			271,643
Wyndham Worldwide Corp., 6.00%, 12/1/2016			795,000			850,947
Yum! Brands, Inc., 3.875%, 11/1/2020			980,000			943,374
						6,129,396
Household Durables - 0.12%
Fortune Brands, Inc., 5.375%, 1/15/2016			1,265,000			1,353,831
Media - 1.20%
Cablevision Systems Corp., 8.625%, 9/15/2017			715,000			800,800
Columbus International, Inc. (Barbados)5, 11.50%, 11/20/2014			295,000			339,250
Comcast Corp., 6.50%, 11/15/2035			2,315,000			2,487,843
Comcast Corp., 6.95%, 8/15/2037			1,310,000			1,471,695
DIRECTV Holdings LLC, 5.20%, 3/15/2020			1,330,000			1,395,674
Discovery Communications LLC, 5.05%, 6/1/2020			1,350,000			1,421,222
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)5, 7.50%, 3/15/2019			595,000			609,875
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			560,000			627,200
Sirius XM Radio, Inc.5, 9.75%, 9/1/2015			470,000			528,750

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Time Warner, Inc., 4.75%, 3/29/2021		$	1,480,000		$	1,509,599
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017			570,000			602,775
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)5, 8.125%, 12/1/2017		EUR	195,000			303,266
UPCB Finance III Ltd. (Cayman Islands)5, 6.625%, 7/1/2020		$	1,035,000			1,018,181
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			105,000			118,650
The Walt Disney Co., Series B, 7.00%, 3/1/2032			380,000			469,771
XM Satellite Radio, Inc.5, 7.625%, 11/1/2018			425,000			452,625
						14,157,176
Multiline Retail - 0.08%
Target Corp., 6.00%, 1/15/2018			845,000			979,595
Specialty Retail - 0.52%
AutoZone, Inc., 4.00%, 11/15/2020			2,000,000			1,883,130
DirectBuy Holdings, Inc.5, 12.00%, 2/1/2017			675,000			378,000
The Home Depot, Inc., 5.40%, 3/1/2016			1,220,000			1,363,349
Lowe’s Companies, Inc., 6.10%, 9/15/2017			850,000			984,116
Rent-A-Center, Inc.5, 6.625%, 11/15/2020			825,000			826,031
Toys R Us Property Co., LLC, 8.50%, 12/1/2017			595,000			639,625
						6,074,251
Textiles, Apparel & Luxury Goods - 0.16%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019			910,000			896,350
VF Corp., 5.95%, 11/1/2017			880,000			1,019,806
						1,916,156
Total Consumer Discretionary						30,610,405
Consumer Staples - 0.54%
Beverages - 0.24%
CEDC Finance Corp. International, Inc.5, 9.125%, 12/1/2016			600,000			580,500
Constellation Brands, Inc., 8.375%, 12/15/2014			590,000			671,125
Constellation Brands, Inc., 7.25%, 9/1/2016			660,000			719,400
PepsiCo, Inc., 5.00%, 6/1/2018			620,000			683,945
PepsiCo, Inc., 7.90%, 11/1/2018			163,000			208,189
						2,863,159
Food & Staples Retailing - 0.06%
The Kroger Co., 6.75%, 4/15/2012			605,000			638,373
Food Products - 0.17%
General Mills, Inc., 5.65%, 2/15/2019			880,000			983,683

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products (continued)
Kraft Foods, Inc., 6.125%, 2/1/2018		$	895,000		$	1,015,872
						1,999,555
Personal Products - 0.07%
Revlon Consumer Products Corp., 9.75%, 11/15/2015			790,000			861,100
Total Consumer Staples						6,362,187
Energy - 1.50%
Energy Equipment & Services - 0.51%
Baker Hughes, Inc., 7.50%, 11/15/2018			725,000			915,568
Calfrac Holdings LP5, 7.50%, 12/1/2020			675,000			707,063
Complete Production Services, Inc., 8.00%, 12/15/2016			430,000			453,650
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014			400,000			404,000
Schlumberger Oilfield plc (United Kingdom)5, 4.20%, 1/15/2021			400,000			404,528
SESI LLC5, 6.375%, 5/1/2019			600,000			606,000
Thermon Industries, Inc., 9.50%, 5/1/2017			419,000			450,425
Trinidad Drilling Ltd. (Canada)5, 7.875%, 1/15/2019			665,000			704,900
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019			1,045,000			1,355,235
						6,001,369
Oil, Gas & Consumable Fuels - 0.99%
Anadarko Petroleum Corp., 5.95%, 9/15/2016			1,690,000			1,887,711
Anadarko Petroleum Corp., 8.70%, 3/15/2019			580,000			727,263
Apache Corp., 6.90%, 9/15/2018			600,000			727,966
Arch Coal, Inc., 8.75%, 8/1/2016			185,000			207,200
Arch Western Finance LLC, 6.75%, 7/1/2013			265,000			266,656
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 9.00%, 4/1/2015			203,000			221,270
Coffeyville Resources LLC - Coffeyville Finance, Inc.5, 10.875%, 4/1/2017			215,000			245,100
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018			740,000			808,450
Hess Corp., 5.60%, 2/15/2041			1,670,000			1,641,336
Linn Energy LLC - Linn Energy Finance Corp.5, 7.75%, 2/1/2021			555,000			594,544
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020			625,000			645,313
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018			460,000			492,200
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC, 8.875%, 3/15/2018			540,000			585,225
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019			910,000			949,883
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016			465,000			495,225
Tesoro Corp., 9.75%, 6/1/2019			495,000			563,063

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

Investment Portfolio - April 30, 2011 (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)
Whiting Petroleum Corp., 7.00%, 2/1/2014		$	553,000		$	594,475
						11,652,880
Total Energy						17,654,249
Financials - 6.44%
Capital Markets - 2.01%
Goldman Sachs Capital I, 6.345%, 2/15/2034			1,020,000			1,004,787
Goldman Sachs Capital II6, 5.793%, 12/29/2049			2,005,000			1,729,313
The Goldman Sachs Group, Inc.7, 3.25%, 6/15/2012			9,123,000			9,417,053
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			885,000			978,987
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			3,020,000			3,140,634
Jefferies Group, Inc., 8.50%, 7/15/2019			1,480,000			1,775,038
Morgan Stanley, 5.55%, 4/27/2017			2,425,000			2,609,002
Morgan Stanley, 5.50%, 1/26/2020			3,000,000			3,070,785
						23,725,599
Commercial Banks - 1.18%
Household Finance Co., 6.375%, 11/27/2012			1,225,000			1,318,845
HSBC Finance Corp., 7.00%, 5/15/2012			700,000			742,468
KeyBank National Association, 5.45%, 3/3/2016			1,310,000			1,417,601
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			1,830,000			2,112,349
National City Corp., 6.875%, 5/15/2019			1,465,000			1,709,120
PNC Bank National Association, 5.25%, 1/15/2017			1,035,000			1,120,420
Santander Issuances S.A. Unipersonal (Spain)5, 5.911%, 6/20/2016			1,900,000			1,974,269
U.S. Bank National Association, 6.375%, 8/1/2011			575,000			583,451
U.S. Bank National Association, 6.30%, 2/4/2014			555,000			620,355
USB Capital XIII Trust, 6.625%, 12/15/2039			540,000			576,574
Wachovia Corp., 5.25%, 8/1/2014			1,270,000			1,377,344
Wilmington Trust Corp., 8.50%, 4/2/2018			280,000			327,982
						13,880,778
Consumer Finance - 0.56%
American Express Co., 8.125%, 5/20/2019			3,130,000			3,975,238
American Express Co.6, 6.80%, 9/1/2066			930,000			971,850
Credit Acceptance Corp., 9.125%, 2/1/2017			800,000			871,000
Discover Financial Services, 10.25%, 7/15/2019			555,000			733,460
						6,551,548
Diversified Financial Services - 1.41%
Bank of America Corp., 5.75%, 8/15/2016			685,000			731,563
Bank of America Corp., 7.625%, 6/1/2019			3,355,000			3,958,726
Bank of America Corp.8, 5.13%, 2/24/2026			970,000			960,457

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
Citigroup Funding, Inc.7, 1.875%, 10/22/2012		$	3,892,000		$	3,969,957
Citigroup, Inc., 8.50%, 5/22/2019			2,445,000			3,046,419
JPMorgan Chase & Co., 6.30%, 4/23/2019			860,000			971,871
JPMorgan Chase & Co., 4.95%, 3/25/2020			2,850,000			2,928,275
						16,567,268
Insurance - 0.20%
American International Group, Inc., 4.25%, 5/15/2013			1,245,000			1,291,051
Fidelity National Financial, Inc., 6.60%, 5/15/2017			530,000			564,523
Hartford Financial Services Group, Inc.6, 8.125%, 6/15/2038			495,000			555,019
						2,410,593
Real Estate Investment Trusts (REITS) - 1.08%
BioMed Realty LP, 3.85%, 4/15/2016			975,000			984,264
Boston Properties LP, 5.875%, 10/15/2019			1,255,000			1,380,090
Camden Property Trust, 5.70%, 5/15/2017			980,000			1,083,015
Digital Realty Trust LP, 5.25%, 3/15/2021			1,870,000			1,863,347
DuPont Fabros Technology LP, 8.50%, 12/15/2017			525,000			580,125
HCP, Inc., 6.70%, 1/30/2018			1,270,000			1,437,049
Health Care REIT, Inc., 6.20%, 6/1/2016			1,240,000			1,372,489
Host Hotels & Resorts LP, 6.875%, 11/1/2014			295,000			304,587
Host Hotels & Resorts LP, 6.375%, 3/15/2015			160,000			163,800
Mack-Cali Realty LP, 7.75%, 8/15/2019			755,000			917,158
National Retail Properties, Inc., 6.875%, 10/15/2017			650,000			709,676
Omega Healthcare Investors, Inc., 7.50%, 2/15/2020			425,000			453,687
Simon Property Group LP, 10.35%, 4/1/2019			1,035,000			1,439,946
						12,689,233
Total Financials						75,825,019
Health Care - 0.87%
Health Care Equipment & Supplies - 0.29%
Alere, Inc., 7.875%, 2/1/2016			395,000			420,675
Alere, Inc., 9.00%, 5/15/2016			664,000			712,140
CR Bard, Inc., 4.40%, 1/15/2021			925,000			949,497
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011			245,000			245,919
Fresenius US Finance II, Inc.5, 9.00%, 7/15/2015			1,005,000			1,151,981
						3,480,212
Health Care Providers & Services - 0.30%
BioScrip, Inc., 10.25%, 10/1/2015			430,000			430,000
FMC Finance III S.A. (Luxembourg), 6.875%, 7/15/2017			835,000			888,231
HCA, Inc., 7.875%, 2/15/2020			835,000			909,106

The accompanying notes are an integral part of the financial statements. 95

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Health Management Associates, Inc., 6.125%, 4/15/2016		$	670,000		$	694,287
LifePoint Hospitals, Inc.5, 6.625%, 10/1/2020			555,000			578,587
						3,500,211
Life Sciences Tools & Services - 0.04%
PharmaNet Development Group, Inc.5, 10.875%, 4/15/2017			455,000			502,775
Pharmaceuticals - 0.24%
Johnson & Johnson, 5.95%, 8/15/2037			565,000			640,281
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			1,245,000			1,364,886
Wyeth, 6.50%, 2/1/2034			700,000			812,225
						2,817,392
Total Health Care						10,300,590
Industrials - 2.65%
Aerospace & Defense - 0.18%
The Boeing Co., 6.00%, 3/15/2019			980,000			1,137,164
GeoEye, Inc., 9.625%, 10/1/2015			250,000			282,812
Honeywell International, Inc., 5.30%, 3/1/2018			660,000			740,606
						2,160,582
Air Freight & Logistics - 0.21%
Aguila 3 S.A. (Luxembourg)5, 7.875%, 1/31/2018			720,000			736,200
FedEx Corp., 8.00%, 1/15/2019			785,000			980,611
United Parcel Service, Inc., 6.20%, 1/15/2038			645,000			733,405
						2,450,216
Airlines - 0.39%
Continental Airlines, Inc.5, 6.75%, 9/15/2015			565,000			569,237
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011			340,000			345,950
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022			317,883			330,599
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016			290,000			284,925
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			290,000			278,400
Southwest Airlines Co., 5.25%, 10/1/2014			945,000			1,017,602
Southwest Airlines Co., 5.75%, 12/15/2016			1,580,000			1,731,900
						4,558,613
Building Products - 0.12%
Building Materials Corp. of America5, 6.875%, 8/15/2018			340,000			351,050
Building Materials Corp. of America5, 7.50%, 3/15/2020			215,000			227,631

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Building Products (continued)
Owens Corning, 9.00%, 6/15/2019		$	700,000		$	834,763
						1,413,444
Commercial Services & Supplies - 0.21%
ACCO Brands Corp., 10.625%, 3/15/2015			250,000			281,875
Clean Harbors, Inc., 7.625%, 8/15/2016			414,000			442,980
Garda World Security Corp. (Canada)5, 9.75%, 3/15/2017			425,000			455,813
Waste Management, Inc., 7.375%, 3/11/2019			1,110,000			1,343,631
						2,524,299
Construction & Engineering - 0.05%
Boart Longyear Management Pty., Ltd. (Australia)5, 7.00%, 4/1/2021			295,000			305,325
Dematic S.A. (Luxembourg)5, 8.75%, 5/1/2016			305,000			311,863
						617,188
Industrial Conglomerates - 0.69%
GE Capital Trust I6, 6.375%, 11/15/2067			895,000			928,563
General Electric Capital Corp., 5.625%, 5/1/2018			460,000			503,921
General Electric Capital Corp., 5.50%, 1/8/2020			2,785,000			2,994,694
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			1,545,000			1,743,398
General Electric Co., 5.25%, 12/6/2017			765,000			847,019
Textron, Inc., 7.25%, 10/1/2019			940,000			1,094,506
						8,112,101
Machinery - 0.29%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			815,000			998,668
John Deere Capital Corp., 5.50%, 4/13/2017			275,000			312,782
John Deere Capital Corp., 5.75%, 9/10/2018			1,295,000			1,479,618
Uncle Acquisition 2010 Corp.5, 8.625%, 2/15/2019			635,000			674,687
						3,465,755
Marine - 0.10%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			805,000			870,406
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015			245,000			256,025
						1,126,431
Road & Rail - 0.41%
CSX Corp., 6.00%, 10/1/2036			1,605,000			1,693,615
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			2,300,000			2,303,181

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp., 5.65%, 5/1/2017		$	700,000		$	791,100
						4,787,896
Total Industrials						31,216,525
Information Technology - 0.70%
Communications Equipment - 0.08%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			540,000			491,400
Nokia Corp. (Finland), 5.375%, 5/15/2019			460,000			477,446
						968,846
Computers & Peripherals - 0.12%
International Business Machines Corp., 5.60%, 11/30/2039			1,271,000			1,354,043
Electronic Equipment, Instruments & Components - 0.15%
Corning, Inc., 6.625%, 5/15/2019			1,000,000			1,163,098
CPI International Acquisition, Inc.5, 8.00%, 2/15/2018			575,000			577,875
						1,740,973
IT Services - 0.12%
The Western Union Co., 5.253%, 4/1/2020			1,350,000			1,417,806
Semiconductors & Semiconductor Equipment - 0.09%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			300,000			317,250
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			240,000			250,200
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018			455,000			513,012
						1,080,462
Software - 0.14%
Microsoft Corp., 5.20%, 6/1/2039			690,000			696,088
Oracle Corp., 5.00%, 7/8/2019			865,000			934,175
						1,630,263
Total Information Technology						8,192,393
Materials - 1.77%
Chemicals - 0.19%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			855,000			982,463
Ferro Corp., 7.875%, 8/15/2018			555,000			593,850
Rhodia S.A. (France)5, 6.875%, 9/15/2020			570,000			663,337
						2,239,650
Containers & Packaging - 0.10%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 8.50%, 5/15/2018			480,000			494,400

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging (continued)
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC5, 7.125%, 4/15/2019		$	655,000		$	682,837
						1,177,237
Metals & Mining - 0.91%
Alcoa, Inc., 5.72%, 2/23/2019			3,122,000			3,308,265
Alcoa, Inc., 5.87%, 2/23/2022			1,280,000			1,339,310
Allegheny Technologies, Inc., 5.95%, 1/15/2021			915,000			981,064
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			1,970,000			1,997,153
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			830,000			993,796
Calcipar S.A. (Luxembourg)5, 6.875%, 5/1/2018			305,000			312,625
FMG Resources August 2006 Pty. Ltd. (Australia)5, 6.875%, 2/1/2018			595,000			627,725
Mirabela Nickel Ltd. (Australia)5, 8.75%, 4/15/2018			600,000			613,500
Steel Dynamics, Inc., 7.75%, 4/15/2016			525,000			561,750
						10,735,188
Paper & Forest Products - 0.57%
Georgia-Pacific LLC5, 8.25%, 5/1/2016			735,000			834,225
International Paper Co., 9.375%, 5/15/2019			2,562,000			3,339,416
International Paper Co., 7.50%, 8/15/2021			2,120,000			2,530,449
						6,704,090
Total Materials						20,856,165
Telecommunication Services - 0.63%
Diversified Telecommunication Services - 0.31%
Inmarsat Finance plc (United Kingdom)5, 7.375%, 12/1/2017			840,000			888,300
Intelsat Jackson Holdings S.A. (Luxembourg)5, 7.25%, 4/1/2019			890,000			905,019
Verizon Communications, Inc., 3.00%, 4/1/2016			980,000			989,139
Wind Acquisition Finance S.A. (Luxembourg)5, 11.75%, 7/15/2017			455,000			528,937
Wind Acquisition Finance S.A. (Luxembourg)5, 7.25%, 2/15/2018			300,000			317,250
						3,628,645
Wireless Telecommunication Services - 0.32%
CC Holdings GS V LLC - Crown Castle GS III Corp.5, 7.75%, 5/1/2017			955,000			1,055,275
Crown Castle Towers LLC5, 6.113%, 1/15/2020			1,045,000			1,130,977
Crown Castle Towers LLC5, 4.883%, 8/15/2020			353,000			351,321
NII Capital Corp., 8.875%, 12/15/2019			590,000			651,950
SBA Tower Trust5, 5.101%, 4/15/2017			575,000			589,375
						3,778,898
Total Telecommunication Services						7,407,543

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal  Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.43%
Electric Utilities - 0.31%
Allegheny Energy Supply Co. LLC5, 5.75%, 10/15/2019		$	1,660,000		$	1,716,332
Exelon Generation Co. LLC, 5.35%, 1/15/2014			895,000			969,509
Southwestern Electric Power Co., 6.45%, 1/15/2019			880,000			990,707
						3,676,548
Gas Utilities - 0.06%
Ferrellgas LP - Ferrellgas Finance Corp.5, 6.50%, 5/1/2021			670,000			656,600
Independent Power Producers & Energy Traders - 0.05%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017			319,311			349,646
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.5, 10.875%, 6/1/2016			250,000			282,500
						632,146
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013			135,000			150,929
Total Utilities						5,116,223
Total Non-Convertible Corporate Bonds (Identified Cost $201,274,042)						213,541,299
TOTAL CORPORATE BONDS (Identified Cost $203,441,941)						215,947,174
MUTUAL FUNDS - 0.79%
iShares iBoxx Investment Grade Corporate Bond Fund (Identified Cost $8,737,882)			83,883			9,266,555
U.S. TREASURY SECURITIES - 3.00%
U.S. Treasury Notes - 3.00%
U.S. Treasury Note, 2.375%, 2/28/2015		$	8,985,000			9,300,913
U.S. Treasury Note, 2.50%, 4/30/2015			25,000,000			25,964,850
U.S. Treasury Note, 2.125%, 5/31/2015			124,000			126,780
TOTAL U.S. TREASURY SECURITIES (Identified Cost $34,026,899)						35,392,543
ASSET-BACKED SECURITIES - 0.14%
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A5, 3.72%, 3/15/2023			380,000			383,230
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016			470,000			519,232

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
ASSET-BACKED SECURITIES (continued)
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017		$	700,000		$	728,526
TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,549,772)						1,630,988
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.05%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029			308,876			314,487
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A46, 5.734%, 5/10/2045			185,000			205,986
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			850,000			936,872
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			650,000			698,831
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A46, 5.907%, 9/11/2038			605,000			672,611
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			125,000			137,578
CFCRE Commercial Mortgage Trust, Series 2001-C1, Class A25, 3.759%, 4/15/2044			420,000			428,859
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A36, 5.92%, 3/15/2049			160,000			177,922
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A46, 5.754%, 6/10/2046			270,000			300,515
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046			445,965			450,476
DBUBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046			343,707			353,137
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.437%, 7/25/2048			550,000			533,730
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A46, 6.078%, 7/10/2038			615,000			682,209
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043			743,899			768,124
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A46, 5.457%, 1/12/2043			450,000			487,298
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A46, 5.372%, 12/15/2044			325,000			355,699
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A46, 6.061%, 4/15/2045			610,000			678,102
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A46, 6.078%, 6/15/2038			275,000			307,686
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A46, 5.414%, 7/12/2046			175,000			190,370
Morgan Stanley Capital I, Series 2005-HQ7, Class A46, 5.373%, 11/14/2042			125,000			136,936
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042			345,000			376,487
Morgan Stanley Capital I, Series 2011-C1, Class A25, 3.884%, 9/15/2047			765,000			788,698

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045		$	115,000		$	119,655
Vornado DP LLC, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			350,000			340,942
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.377%, 10/15/2044			225,000			245,917
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A46, 5.924%, 5/15/2043			215,000			238,962
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			250,000			276,918
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			600,000			609,212
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			575,000			588,843
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $12,153,363)						12,403,062
FOREIGN GOVERNMENT BONDS - 0.07%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $1,267,633)		EUR	975,000			785,314
U.S. GOVERNMENT AGENCIES - 12.41%
Mortgage-Backed Securities - 4.18%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		$	841			914
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			3,064,040			3,336,172
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			195,957			213,483
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			241,613			264,608
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			1,831,868			1,994,564
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			315,822			345,879
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			3,290,816			3,583,089
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			189,757			205,917
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			6,977,849			7,643,974
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			11,140,071			12,198,497
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,023,133			1,113,203
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			315,012			343,221
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			212,860			231,921
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			176,923			192,434
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			311,339			339,219
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			150,918			163,449
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038			8,988,632			9,696,245
Freddie Mac Gold, Pool #G03332, 6.00%, 10/1/2037			799,624			874,598
Freddie Mac Gold, Pool #G05900, 6.00%, 3/1/2040			2,590,836			2,833,754
Freddie Mac Gold, Pool #G05906, 6.00%, 4/1/2040			1,726,932			1,888,850

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Extended Term Series	Principal  Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac Gold Pool, #G06021, 5.50%, 1/1/2040		$	1,698,744		$	1,828,227
Total Mortgage-Backed Securities (Identified Cost $48,814,941)						49,292,218
Other Agencies - 8.23%
Fannie Mae, 1.25%, 2/27/2014			11,300,000			11,358,342
Fannie Mae, 4.375%, 10/15/2015			12,800,000			14,124,800
Fannie Mae, 1.625%, 10/26/2015			16,000,000			15,797,040
Fannie Mae, 6.25%, 5/15/2029			4,472,000			5,439,750
Fannie Mae, 7.25%, 5/15/2030			4,021,000			5,448,049
Fannie Mae, 6.625%, 11/15/2030			4,268,000			5,420,053
Freddie Mac, 2.875%, 2/9/2015			1,000,000			1,046,700
Freddie Mac, 1.75%, 9/10/2015			9,000,000			8,958,780
Freddie Mac, 6.75%, 3/15/2031			11,391,000			14,644,736
Freddie Mac, 6.25%, 7/15/2032			11,961,000			14,647,668
Total Other Agencies (Identified Cost $95,732,388)						96,885,918
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $144,547,329)						146,178,136
SHORT-TERM INVESTMENTS - 3.21%
Dreyfus Cash Management, Inc. - Institutional Shares9, 0.10%, (Identified Cost $37,871,887)			37,871,887			37,871,887
TOTAL INVESTMENTS - 99.20% (Identified Cost $1,026,244,516)						1,168,528,304
OTHER ASSETS, LESS LIABILITIES - 0.80%						9,470,016
NET ASSETS - 100%					$	1,177,998,320

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT APRIL 30, 2011¹⁰ :

Settlement Date	Contracts to Deliver			In Exchange For			Contracts At Value			Unrealized Depreciation
5/27/2011		EUR	805,000		$	1,180,613		$	1,191,380		$	(10,767	)

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.01%

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴  The rate shown is fixed as of April 30, 2011; the rate becomes floating in 2049.

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend^®  Extended Term Series

⁵  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 illiquid. These securities amount to $38,802,887, or 3.29%, of the Series’ net assets as of April 30, 2011.

⁶  The coupon rate is floating and is the stated rate as of April 30, 2011.

⁷  Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁸  Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of April 30, 2011.

⁹  Rate shown is the current yield as of April 30, 2011.

¹⁰  The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

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

April 30, 2011

ASSETS:
Investments, at value (identified cost $1,026,244,516) (Note 2)	$	1,168,528,304
Cash		606,213
Foreign currency, at value (cost $20,920)		21,116
Receivable for securities sold		5,271,275
Interest receivable		4,917,156
Receivable for fund shares sold		1,406,764
Dividends receivable		997,363
Foreign tax reclaims receivable		357,243
TOTAL ASSETS		1,182,105,434
LIABILITIES:
Accrued management fees (Note 3)		705,656
Accrued shareholder services fees (Class S) (Note 3)		158,511
Accrued distribution and services (Rule 12b-1) fees (Class C) (Class R) (Note 3)		45,845
Accrued fund accounting and administration fees (Note 3)		22,490
Accrued transfer agent fees (Note 3)		5,517
Accrued directors’ fees (Note 3)		2,390
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for securities purchased		2,682,738
Payable for fund shares repurchased		447,486
Unrealized depreciation on foreign forward currency contracts (Note 2)		10,767
Other payables and accrued expenses		25,445
TOTAL LIABILITIES		4,107,114
TOTAL NET ASSETS	$	1,177,998,320
NET ASSETS CONSIST OF:
Capital stock	$	821,762
Additional paid-in-capital		1,015,375,180
Undistributed net investment income		5,122,701
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		14,347,299
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		142,331,378
TOTAL NET ASSETS	$	1,177,998,320

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

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

April 30, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($793,645,874/47,935,861 shares)	$	16.56
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($324,438,151/29,110,366 shares)	$	11.15
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($58,203,254/4,989,635 shares)	$	11.66
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($1,711,041/140,324 shares)	$	12.19

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

Statement of Operations - Pro-Blend^® Extended Term Series (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Interest	$	8,425,862
Dividends (net of foreign taxes withheld, $213,184)		5,510,149
Total Investment Income		13,936,011
EXPENSES:
Management fees (Note 3)		4,015,671
Shareholder services fees (Class S) (Note 3)		912,043
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		212,578
Fund accounting and administration fees (Note 3)		100,549
Transfer agent fees (Note 3)		58,009
Directors’ fees (Note 3)		14,380
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		1,992
Chief Compliance Officer service fees (Note 3)		1,383
Custodian fees		38,566
Miscellaneous		129,835
Total Expenses		5,485,006
NET INVESTMENT INCOME		8,451,005
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		24,653,038
Foreign currency and translation of other assets and liabilities		(35,282	)
Forward foreign currency exchange contracts		(66,188	)
		24,551,568
Net change in unrealized appreciation (depreciation) on-
Investments		72,167,102
Foreign currency and translation of other assets and liabilities		37,945
Forward foreign currency exchange contracts		395
		72,205,442
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		96,757,010
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	105,208,015

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	8,451,005			$	12,282,524
Net realized gain on investments and foreign currency			24,551,568				44,621,104
Net change in unrealized appreciation (depreciation) on investments and foreign currency			72,205,442				55,593,428
Net increase from operations			105,208,015				112,497,056
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(5,863,120	)			(6,793,985	)
From net investment income (Class I)			(4,112,663	)			(2,848,491	)
From net investment income (Class C)			(344,094	)			(75,511	)
From net investment income (Class R)			(1,406	)			—
Total distributions to shareholders			(10,321,283	)			(9,717,987	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			98,797,142				271,820,376
Net increase in net assets			193,683,874				374,599,445
NET ASSETS:
Beginning of period			984,314,446				609,715,001
End of period (including undistributed net investment income of $5,122,701 and $6,992,979, respectively)		$	1,177,998,320			$	984,314,446

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

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

	For the Six Months Ended 4/30/11				For the Years Ended
	(unaudited)				10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	15.16			$	13.32			$	11.75			$	17.82			$	17.12			$	15.82
Income (loss) from investment operations:
Net investment income			0.12	1			0.22	1			0.17	1			0.22				0.22				0.21
Net realized and unrealized gain (loss) on investments			1.41				1.78				1.60				(4.36	)			1.88				2.18
Total from investment operations			1.53				2.00				1.77				(4.14	)			2.10				2.39
Less distributions to shareholders:
From net investment income			(0.13	)			(0.16	)			(0.20	)			(0.21	)			(0.25	)			(0.14	)
From net realized gain on investments			—				—				—				(1.72	)			(1.15	)			(0.95	)
Total distributions to shareholders			(0.13	)			(0.16	)			(0.20	)			(1.93	)			(1.40	)			(1.09	)
Net asset value - End of period		$	16.56			$	15.16			$	13.32			$	11.75			$	17.82			$	17.12
Net assets - End of period (000’s omitted)		$	793,646			$	676,524			$	511,700			$	424,876			$	596,991			$	484,003
Total return2			10.16	%			15.17	%			15.47	%			(25.70	%)			12.95	%			16.03	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.06	%3			1.07	%			1.10	%			1.10	%			1.11	%			1.14	%
Net investment income			1.54	%3			1.52	%			1.48	%			1.50	%			1.37	%			1.42	%
Series portfolio turnover			20	%			62	%			62	%			76	%			82	%			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:
			N/A				0.00	%4			0.01	%			0.00	%4			N/A				N/A

¹  Calculated based on average shares outstanding during the period.

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

³  Annualized.

⁴  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11				For the Years Ended								For the Period 3/28/081 to
	(unaudited)				10/31/10				10/31/09				10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.26			$	9.08			$	8.10			$	10.00
Income (loss) from investment operations:
Net investment income			0.09	2			0.17	2			0.13	2			0.08
Net realized and unrealized gain (loss) on investments			0.95				1.22				1.10				(1.91	)
Total from investment operations			1.04				1.39				1.23				(1.83	)
Less distributions to shareholders:
From net investment income			(0.15	)			(0.21	)			(0.25	)			(0.07	)
Net asset value - End of period		$	11.15			$	10.26			$	9.08			$	8.10
Net assets - End of period (000’s omitted)		$	324,438			$	278,210			$	98,015			$	1,084
Total return3			10.36	%			15.39	%			15.82	%			(18.46	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.81	%4			0.83	%			0.85	%			0.85	%4
Net investment income			1.79	%4			1.76	%			1.59	%			1.62	%4
Series portfolio turnover			20	%			62	%			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:
			N/A				0.00	%5			0.00	%5			0.02	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents 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.

⁴  Annualized.

⁵  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.74			$	10.00
Income from investment operations:
Net investment income			0.04	2			0.06	2
Net realized and unrealized gain on investments			0.99				0.73
Total from investment operations			1.03				0.79
Less distributions to shareholders:
From net investment income			(0.11	)			(0.05	)
Net asset value - End of period		$	11.66			$	10.74
Net assets - End of period (000’s omitted)		$	58,203			$	29,468
Total return3			9.64	%			7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.81	%4			1.83	%4
Net investment income			0.79	%4			0.75	%4
Series portfolio turnover			20	%			62	%
*        The investment advisor did not impose all or a portion of 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:
			N/A				0.00	%4,5

¹ Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁴ Annualized.

⁵  Less than 0.01%.

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.22			$	10.00
Income from investment operations:
Net investment income			0.08	2			0.02	2
Net realized and unrealized gain on investments			1.03				1.20
Total from investment operations			1.11				1.22
Less distributions to shareholders:
From net investment income			(0.14	)			—
Net asset value - End of period		$	12.19			$	11.22
Net assets - End of period (000’s omitted)		$	1,711			$	112
Total return3			9.97	%			12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.31	%4			1.33	%4
Net investment income			1.30	%4			0.43	%4
Series portfolio turnover			20	%			62	%
*       The investment advisor did not impose all or a portion of its 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:
			N/A				0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁴ Annualized.

⁵  Less than 0.01%.

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

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2010 to April 30, 2011).

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 11/1/10			Ending Account  Value 4/30/11			Expenses Paid During Period 11/1/10-4/30/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	1,142.20		$	5.74		1.08	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.44		$	5.41		1.08	%
Class I
Actual		$	1,000.00		$	1,143.30		$	4.41		0.83	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.68		$	4.16		0.83	%
Class C
Actual		$	1,000.00		$	1,138.00		$	9.70		1.83	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,015.72		$	9.15		1.83	%
Class R
Actual		$	1,000.00		$	1,140.70		$	7.06		1.33	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.20		$	6.66		1.33	%

* 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.

113

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

As of April 30, 2011

Sector Allocation³

Information Technology	17.78	%
Industrials	13.80	%
Financials	12.43	%
Consumer Staples	11.63	%
Health Care	11.10	%
Consumer Discretionary	10.44	%
Energy	6.27	%
Materials	3.76	%
Telecommunication Services	0.98	%
Utilities	0.17	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings⁴

Cerner Corp.	2.35	%
Google, Inc. - Class A	1.94	%
Alere, Inc.	1.88	%
United Parcel Service, Inc. - Class B	1.82	%
Time Warner, Inc.	1.72	%
The Bank of New York Mellon Corp.	1.68	%
The Western Union Co.	1.56	%
QUALCOMM, Inc.	1.51	%
The Charles Schwab Corp.	1.42	%
Monsanto Co.	1.41	%

⁴ As a percentage of total investments.

114

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS - 87.75%
Consumer Discretionary - 10.41%
Auto Components - 0.11%
Cooper Tire & Rubber Co.		11,420		$	308,112
Hankook Tire Co. Ltd. (South Korea)1		15,270			613,311
					921,423
Automobiles - 0.05%
Suzuki Motor Corp. (Japan)1		4,600			109,511
Yamaha Motor Co. Ltd. (Japan)*1		18,000			345,999
					455,510
Distributors - 0.04%
Inchcape plc (United Kingdom)*1		51,700			315,600
Diversified Consumer Services - 0.70%
Capella Education Co.*		34,290			1,700,784
DeVry, Inc.		39,150			2,071,035
Grand Canyon Education, Inc.*		9,710			140,407
Strayer Education, Inc.		17,190			2,129,497
					6,041,723
Hotels, Restaurants & Leisure - 1.09%
Accor S.A. (France)1		5,210			231,522
Carnival Corp.		219,010			8,337,711
Ctrip.com International Ltd. - ADR (China)*		12,500			609,000
Hyatt Hotels Corp. - Class A*		1,950			86,405
Intercontinental Hotels Group plc (United Kingdom)1		4,620			101,421
					9,366,059
Household Durables - 0.13%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		66,310			195,675
DR Horton, Inc.		3,300			41,052
Lennar Corp. - Class A		11,080			210,409
LG Electronics, Inc. (South Korea)1		2,780			267,633
Rodobens Negocios Imobiliarios S.A. (Brazil)		43,750			374,873
Toll Brothers, Inc.*		2,080			43,701
					1,133,343
Internet & Catalog Retail - 0.02%
Ocado Group plc (United Kingdom)*1		53,620			203,331
Media - 7.07%
Discovery Communications, Inc. - Class A*		195,250			8,641,765
Gestevision Telecinco S.A. (Spain)1		47,880			538,221
Grupo Televisa S.A. - ADR (Mexico)*		17,470			414,388
Imax Corp. (Canada)*		137,090			4,809,117
Liberty Global, Inc. - Class A*		148,100			6,886,650
Mediaset S.p.A. (Italy)1		550,480			3,667,540

The accompanying notes are an integral part of the financial statements. 115

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Reed Elsevier plc - ADR (United Kingdom)		5,125		$	182,245
Societe Television Francaise 1 (France)1		39,080			733,656
Time Warner, Inc.		390,610			14,788,495
Virgin Media, Inc. (United Kingdom)		130,950			3,962,547
The Walt Disney Co.		219,400			9,456,140
The Washington Post Co. - Class B		12,980			5,657,982
Wolters Kluwer N.V. (Netherlands)1		9,750			227,169
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		155,650			881,687
					60,847,602
Multiline Retail - 0.08%
Marks & Spencer Group plc (United Kingdom)1		48,350			314,138
PPR (France)1		1,965			351,315
					665,453
Specialty Retail - 1.09%
Chico’s FAS, Inc.		15,650			228,959
Dick’s Sporting Goods, Inc.*		189,430			7,753,370
The Finish Line, Inc. - Class A		12,710			273,138
Group 1 Automotive, Inc.		3,230			139,019
Inditex S.A. (Spain)1		2,300			206,262
KOMERI Co. Ltd. (Japan)1		5,400			147,023
Lumber Liquidators Holdings, Inc.*		12,350			320,483
Penske Automotive Group, Inc.*		6,550			147,244
Sonic Automotive, Inc. - Class A		9,350			131,835
					9,347,333
Textiles, Apparel & Luxury Goods - 0.03%
Adidas AG (Germany)1		4,050			301,820
Total Consumer Discretionary					89,599,197
Consumer Staples - 11.57%
Beverages - 3.40%
Anheuser-Busch InBev N.V. (Belgium)1		161,600			10,312,996
Central European Distribution Corp.		11,700			138,294
The Coca-Cola Co.		143,010			9,647,455
Diageo plc (United Kingdom)1		13,970			284,195
Heineken N.V. (Netherlands)1		9,410			563,040
Kirin Holdings Co. Ltd. (Japan)1		18,000			253,284
PepsiCo, Inc.		117,590			8,100,775
					29,300,039

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food & Staples Retailing - 2.02%
BJ’s Wholesale Club, Inc.*		5,090		$	261,219
Carrefour S.A. (France)1		24,970			1,183,132
Casino Guichard-Perrachon S.A. (France)1		2,880			303,038
Koninklijke Ahold N.V. (Netherlands)1		20,070			281,854
The Kroger Co.		291,760			7,092,686
Safeway, Inc.		288,760			7,019,756
SUPERVALU, Inc.		27,000			304,020
Tesco plc (United Kingdom)1		141,590			954,582
					17,400,287
Food Products - 5.33%
Barry Callebaut AG (Switzerland)1		390			373,024
Danone S.A. (France)1		10,990			804,648
Flowers Foods, Inc.		9,270			283,291
General Mills, Inc.		253,680			9,786,974
Kellogg Co.		73,690			4,220,226
Kraft Foods, Inc. - Class A		278,840			9,363,447
Nestle S.A. (Switzerland)1		159,540			9,902,391
Sanderson Farms, Inc.		4,610			219,436
Suedzucker AG (Germany)1		6,820			210,253
Unilever plc - ADR (United Kingdom)		328,054			10,684,719
					45,848,409
Household Products - 0.04%
Reckitt Benckiser Group plc (United Kingdom)1		6,700			372,834
Personal Products - 0.78%
Beiersdorf AG (Germany)1		101,220			6,592,081
Kao Corp. (Japan)1		3,900			97,627
					6,689,708
Total Consumer Staples					99,611,277
Energy - 6.25%
Energy Equipment & Services - 3.61%
Baker Hughes, Inc.		129,317			10,010,429
Calfrac Well Services Ltd. (Canada)		24,560			868,809
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		14,770			520,316
ION Geophysical Corp.*		22,000			278,080
Key Energy Services, Inc.*		5,830			106,106
Petroleum Geo-Services ASA (Norway)*1		20,000			316,403
Schlumberger Ltd.		101,230			9,085,393
Trican Well Service Ltd. (Canada)		44,200			1,089,409

The accompanying notes are an integral part of the financial statements. 117

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares			Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. (Switzerland)*			410,376		$	8,855,914
						31,130,859
Oil, Gas & Consumable Fuels - 2.64%
Cameco Corp. (Canada)			312,640			9,216,627
Hess Corp.			130,640			11,229,814
Paladin Energy Ltd. (Australia)*			84,080			303,920
Repsol YPF S.A. (Spain)1			5,700			203,486
Royal Dutch Shell plc - Class B (Netherlands)1			7,474			290,772
Royal Dutch Shell plc - Class B - ADR (Netherlands)			7,420			581,431
Talisman Energy, Inc. (Canada)			23,710			572,608
Total S.A. (France)1			4,820			308,680
						22,707,338
Total Energy						53,838,197
Financials - 12.11%
Capital Markets - 5.08%
The Bank of New York Mellon Corp.2			498,860			14,446,986
The Charles Schwab Corp.			666,360			12,201,052
Credit Suisse Group AG - ADR (Switzerland)			3,250			147,843
Daiwa Securities Group, Inc. (Japan)1			4,000			17,264
Evercore Partners, Inc. - Class A			5,420			189,104
GAM Holding AG (Switzerland)*1			33,170			653,784
The Goldman Sachs Group, Inc.			2,050			309,571
Greenhill & Co., Inc.			1,880			110,920
Lazard Ltd. - Class A (Bermuda)			4,250			174,250
Nomura Holdings, Inc. (Japan)1			7,000			35,760
Northern Trust Corp.			127,820			6,389,722
State Street Corp.			195,330			9,092,611
						43,768,867
Commercial Banks - 1.58%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)			28,160			360,730
Banco Santander S.A. (Spain)1			674,910			8,618,935
Banco Santander S.A. - ADR (Spain)			40,370			500,588
Barclays plc - ADR (United Kingdom)			6,310			120,205
BNP Paribas (France)1			2,163			170,995
CIT Group, Inc.*			4,230			179,606
Credit Agricole S.A. (France)1			5,240			87,162
First Commonwealth Financial Corp.		��	114,370			709,094
First Financial Bancorp			25,140			414,307
Hong Leong Financial Group Berhad (Malaysia)1			69,020			239,303
HSBC Holdings plc - ADR (United Kingdom)			8,775			477,974

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
ICICI Bank Ltd. - ADR (India)		7,880		$	397,152
Societe Generale - ADR (France)3		12,660			169,391
Standard Chartered plc (United Kingdom)1		11,010			305,987
U.S. Bancorp		20,630			532,667
Wells Fargo & Co.		10,800			314,388
					13,598,484
Consumer Finance - 1.23%
American Express Co.		204,110			10,017,719
Discover Financial Services		17,500			434,700
Green Dot Corp. - Class A*		3,000			129,480
					10,581,899
Diversified Financial Services - 2.16%
Bank of America Corp.		25,620			314,614
Bolsas y Mercados Espanoles S.A. (Spain)1		10,580			358,180
CME Group, Inc.		24,520			7,252,280
Deutsche Boerse AG (Germany)1		107,720			8,942,798
ING Groep N.V. (Netherlands)*1		5,355			70,548
JPMorgan Chase & Co.		18,951			864,734
MarketAxess Holdings, Inc.		18,000			438,300
Moody’s Corp.		9,540			373,396
					18,614,850
Insurance - 0.51%
Allianz SE (Germany)1		10,538			1,655,640
The Allstate Corp.		16,340			552,946
AXA S.A. (France)1		4,615			103,459
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		200			251,716
Mapfre S.A. (Spain)1		91,000			379,824
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,663			604,668
Zurich Financial Services AG (Switzerland)*1		2,910			818,230
					4,366,483
Real Estate Investment Trusts (REITS) - 1.35%
Alexandria Real Estate Equities, Inc.		3,800			312,170
Alstria Office REIT AG (Germany)1		26,740			423,784
American Campus Communities, Inc.		13,590			477,689
Apartment Investment & Management Co. - Class A		14,700			396,312
Associated Estates Realty Corp.		5,310			88,358
AvalonBay Communities, Inc.		2,540			321,589
BioMed Realty Trust, Inc.		34,100			676,544
Boston Properties, Inc.		4,870			509,061
British Land Co. plc (United Kingdom)1		26,550			267,321

The accompanying notes are an integral part of the financial statements. 119

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Camden Property Trust		5,330		$	334,457
Cedar Shopping Centers, Inc.		15,240			89,916
Cogdell Spencer, Inc.		45,650			276,183
Coresite Realty Corp.		6,400			101,056
Corporate Office Properties Trust		20,750			730,607
DiamondRock Hospitality Co.		6,740			81,150
Digital Realty Trust, Inc.		8,140			491,168
DuPont Fabros Technology, Inc.		17,690			432,697
Education Realty Trust, Inc.		6,000			51,060
Equity Lifestyle Properties, Inc.		3,820			228,512
Equity One, Inc.		4,950			98,109
Equity Residential		4,790			286,059
General Growth Properties, Inc.		5,190			86,673
HCP, Inc.		7,450			295,169
Health Care REIT, Inc.		4,530			243,578
Healthcare Realty Trust, Inc.		7,280			166,275
Home Properties, Inc.		7,540			478,036
Host Hotels & Resorts, Inc.		19,393			345,001
Kimco Realty Corp.		10,000			195,400
Land Securities Group plc (United Kingdom)1		19,270			253,300
LaSalle Hotel Properties		7,740			217,804
Mack-Cali Realty Corp.		2,940			103,841
Morguard Real Estate Investment Trust (Canada)		5,880			93,779
National Retail Properties, Inc.		6,590			173,581
Omega Healthcare Investors, Inc.		11,300			259,448
Pebblebrook Hotel Trust		14,940			320,463
Public Storage		2,670			313,218
Realty Income Corp.		5,130			182,371
Simon Property Group, Inc.		3,136			359,197
Sovran Self Storage, Inc.		2,930			125,345
Sunstone Hotel Investors, Inc.*		27,570			288,382
Tanger Factory Outlet Centers		3,680			101,678
UDR, Inc.		11,690			302,654
					11,578,995
Real Estate Management & Development - 0.02%
CB Richard Ellis Group, Inc. - Class A*		4,740			126,605
Thomas Properties Group, Inc.*		11,440			41,070
					167,675
Thrifts & Mortgage Finance - 0.18%
Aareal Bank AG (Germany)*1		9,707			294,308
First Niagara Financial Group, Inc.		53,690			773,136

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Thrifts & Mortgage Finance (continued)
People’s United Financial, Inc.		36,100		$	494,209
					1,561,653
Total Financials					104,238,906
Health Care - 11.07%
Biotechnology - 0.57%
Amgen, Inc.*		15,930			905,621
Cangene Corp. (Canada)*		40,000			95,122
Dendreon Corp.*		16,110			699,657
InterMune, Inc.*		13,480			601,747
Momenta Pharmaceuticals, Inc.*		32,000			603,840
Myriad Genetics, Inc.*		30,390			651,562
Swedish Orphan Biovitrum AB (Sweden)*1		104,000			432,334
United Therapeutics Corp.*		14,100			944,136
					4,934,019
Health Care Equipment & Supplies - 5.00%
Abaxis, Inc.*		32,970			957,779
Alere, Inc.*		435,379			16,169,976
BioMerieux (France)1		8,430			916,541
Boston Scientific Corp.*		869,300			6,511,057
Cochlear Ltd. (Australia)1		19,850			1,754,956
Conceptus, Inc.*		43,970			678,457
DexCom, Inc.*		92,704			1,543,522
Gen-Probe, Inc.*		72,760			6,033,259
Getinge AB - Class B (Sweden)1		7,900			210,173
HeartWare International, Inc.*		10,370			773,706
Insulet Corp.*		71,260			1,531,377
Mindray Medical International Ltd. - ADR (China)		3,470			92,753
Quidel Corp.*		74,730			991,667
Sirona Dental Systems, Inc.*		15,580			889,151
Straumann Holding AG (Switzerland)1		6,904			1,806,168
Thoratec Corp.*		15,050			462,035
Zoll Medical Corp.*		29,780			1,687,930
					43,010,507
Health Care Providers & Services - 1.07%
Amil Participacoes S.A. (Brazil)		39,510			479,685
Assisted Living Concepts, Inc. - Class A*		15,100			544,506
Bio-Reference Laboratories, Inc.*		30,670			773,191
Brookdale Senior Living, Inc.*		67,030			1,825,897
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		124,000			160,869
Capital Senior Living Corp.*		63,000			584,010

The accompanying notes are an integral part of the financial statements. 121

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services (continued)
China Cord Blood Corp. (Hong Kong)*		98,000		$	330,260
Cross Country Healthcare, Inc.*		85,180			632,036
Diagnosticos da America S.A. (Brazil)		73,680			989,144
Odontoprev S.A. (Brazil)		46,320			740,201
Sonic Healthcare Ltd. (Australia)1		157,370			2,164,569
					9,224,368
Health Care Technology - 2.42%
Allscripts Healthcare Solutions, Inc.*		30,080			647,923
Cerner Corp.*		167,893			20,177,381
					20,825,304
Life Sciences Tools & Services - 1.33%
Lonza Group AG (Switzerland)*1		51,230			4,405,667
QIAGEN N.V. (Netherlands)*		221,200			4,727,044
QIAGEN N.V. (Netherlands)*1		5,440			116,313
Sequenom, Inc.*		162,350			1,144,567
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		60,970			1,073,072
					11,466,663
Pharmaceuticals - 0.68%
AstraZeneca plc (United Kingdom)1		2,175			107,918
AstraZeneca plc - ADR (United Kingdom)		4,000			199,320
Bayer AG (Germany)1		11,706			1,027,725
GlaxoSmithKline plc (United Kingdom)1		14,755			322,322
Green Cross Corp. (South Korea)1		6,340			823,551
Kalbe Farma Tbk PT (Indonesia)1		2,000,000			836,789
Sanofi-Aventis S.A. (France)1		1,987			157,206
Santen Pharmaceutical Co. Ltd. (Japan)1		4,800			185,664
Shire plc (Ireland)1		16,590			514,827
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,700			130,850
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,630			303,190
UCB S.A. (Belgium)1		24,700			1,193,336
					5,802,698
Total Health Care					95,263,559
Industrials - 13.71%
Aerospace & Defense - 1.78%
The Boeing Co.		118,960			9,490,629
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		3,820			124,074
Spirit Aerosystems Holdings, Inc. - Class A*		232,780			5,726,388
					15,341,091

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Air Freight & Logistics - 2.98%
Atlas Air Worldwide Holdings, Inc.*		4,050		$	279,085
FedEx Corp.		95,460			9,132,658
TNT N.V. (Netherlands)1		26,680			656,567
United Parcel Service, Inc. - Class B		207,813			15,579,741
					25,648,051
Airlines - 2.12%
Copa Holdings S.A. - Class A (Panama)		4,600			267,490
Deutsche Lufthansa AG (Germany)1		17,640			400,212
Ryanair Holdings plc - ADR (Ireland)		273,710			8,342,681
Southwest Airlines Co.		757,307			8,898,357
US Airways Group, Inc.*		37,210			338,239
					18,246,979
Commercial Services & Supplies - 0.80%
Tomra Systems ASA (Norway)1		117,870			1,011,457
Waste Management, Inc.		148,130			5,845,210
					6,856,667
Construction & Engineering - 1.59%
MYR Group, Inc.*		5,380			134,123
Quanta Services, Inc.*		335,120			7,265,402
The Shaw Group, Inc.*		161,640			6,287,796
					13,687,321
Electrical Equipment - 0.23%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		31,900			876,931
Alstom S.A. (France)1		10,550			701,446
American Superconductor Corp.*		3,400			40,290
Nexans S.A. (France)1		2,050			217,266
Prysmian S.p.A. (Italy)1		6,400			151,073
					1,987,006
Industrial Conglomerates - 0.17%
Siemens AG (Germany)1		10,250			1,490,955
Machinery - 1.58%
Astec Industries, Inc.*		5,570			216,005
FANUC Corp. (Japan)1		1,500			251,099
Flowserve Corp.		39,870			5,048,339
Lindsay Corp.		3,910			286,681
Meritor, Inc.*		9,780			168,314
Okano Valve Manufacturing Co. (Japan)1		10,000			52,614
Pall Corp.		112,230			6,558,721
Titan International, Inc.		10,040			310,136

The accompanying notes are an integral part of the financial statements. 123

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Machinery (continued)
Wabash National Corp.*		30,000		$	330,900
Westport Innovations, Inc. (Canada)*		15,220			385,066
					13,607,875	��
Marine - 0.03%
D/S Norden (Denmark)1		6,950			249,067
Professional Services - 0.94%
Manpower, Inc.		58,760			3,892,850
Randstad Holding N.V. (Netherlands)1		75,440			4,244,292
					8,137,142
Road & Rail - 1.43%
All America Latina Logistica S.A. (Brazil)		89,520			737,465
Heartland Express, Inc.		15,300			263,925
Knight Transportation, Inc.		13,390			241,154
Norfolk Southern Corp.		140,860			10,519,425
RailAmerica, Inc.*		34,000			578,680
					12,340,649
Transportation Infrastructure - 0.06%
Groupe Eurotunnel S.A. (France)1		8,400			91,327
Malaysia Airports Holdings Berhad (Malaysia)1		183,830			383,548
					474,875
Total Industrials					118,067,678
Information Technology - 17.73%
Communications Equipment - 4.97%
Alcatel-Lucent - ADR (France)*		177,060			1,157,972
Cisco Systems, Inc.		634,890			11,148,668
Infinera Corp.*		114,520			895,546
Juniper Networks, Inc.*		112,998			4,331,213
QUALCOMM, Inc.		228,280			12,975,435
Riverbed Technology, Inc.*		13,960			490,554
Telefonaktiebolaget LM Ericsson - Class B (Sweden)1		27,100			411,203
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		748,250			11,373,400
					42,783,991
Computers & Peripherals - 1.42%
Apple, Inc.*		1,390			484,040
EMC Corp.*		403,140			11,424,988
Immersion Corp.*		42,940			310,886
					12,219,914

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components - 0.05%
Hitachi Ltd. (Japan)1		61,000		$	331,091
Keyence Corp. (Japan)1		542			143,228
					474,319
Internet Software & Services - 2.57%
comScore, Inc.*		31,820			948,554
Google, Inc. - Class A*		30,599			16,648,916
Liquidity Services, Inc.*		27,960			543,822
VistaPrint N.V. (Netherlands)*		73,460			3,996,224
					22,137,516
IT Services - 6.27%
Amadeus IT Holding S.A. - Class A (Spain)1		196,980			4,128,317
Amdocs Ltd. (Guernsey)*		52,370			1,610,377
Automatic Data Processing, Inc.		206,859			11,242,787
Cap Gemini S.A. (France)1		14,620			885,549
Cielo S.A. (Brazil)		77,190			721,755
Indra Sistemas S.A. (Spain)1		27,120			615,123
MasterCard, Inc. - Class A		37,620			10,378,982
Redecard S.A. (Brazil)		44,990			653,745
Visa, Inc. - Class A		131,710			10,289,185
The Western Union Co.		631,560			13,420,650
					53,946,470
Semiconductors & Semiconductor Equipment - 0.71%
Advantest Corp. (Japan)1		170,160			3,381,709
Infineon Technologies AG (Germany)1		70,000			793,627
Sumco Corp. (Japan)1		55,600			1,072,506
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		23,653			319,315
Tokyo Electron Ltd. (Japan)1		9,300			538,415
					6,105,572
Software - 1.74%
Adobe Systems, Inc.*		5,310			178,151
Autodesk, Inc.*		221,550			9,965,319
CommVault Systems, Inc.*		2,810			110,686
DemandTec, Inc.*		39,260			434,608
Fortinet, Inc.*		24,950			1,215,065
Misys plc (United Kingdom)*1		40,267			212,388
QLIK Technologies, Inc.*		8,000			256,480
SAP AG (Germany)1		6,540		��	421,373
SAP AG - ADR (Germany)		11,170			720,800
SolarWinds, Inc.*		35,700			865,011

The accompanying notes are an integral part of the financial statements. 125

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
Taleo Corp. - Class A*		16,850		$	611,149
					14,991,030
Total Information Technology					152,658,812
Materials - 3.75%
Chemicals - 2.32%
Arkema S.A. (France)1		40			4,166
BASF SE (Germany)1		5,200			533,957
Calgon Carbon Corp.*		22,488			385,894
Flotek Industries, Inc.*		21,180			202,904
Johnson Matthey plc (United Kingdom)1		10,710			358,766
Linde AG (Germany)1		1,820			327,538
Monsanto Co.		178,000			12,111,120
The Scotts Miracle-Gro Co. - Class A		4,070			229,833
Shin-Etsu Chemical Co. Ltd. (Japan)1		12,300			639,887
Syngenta AG (Switzerland)1		14,600			5,163,397
					19,957,462
Construction Materials - 0.65%
CRH plc (Ireland)1		22,080			543,675
Eagle Materials, Inc.		14,990			436,059
Holcim, Ltd. (Switzerland)*1		2,710			236,128
Martin Marietta Materials, Inc.		24,640			2,246,922
Vulcan Materials Co.		47,220			2,134,344
					5,597,128
Containers & Packaging - 0.78%
Owens-Illinois, Inc.*		227,850			6,760,309
Total Materials					32,314,899
Telecommunication Services - 0.98%
Diversified Telecommunication Services - 0.92%
France Telecom S.A. (France)1		13,330			312,380
Swisscom AG - ADR (Switzerland)3		9,116			418,424
Telefonica S.A. - ADR (Spain)		25,800			695,568
Telenor ASA (Norway)1		362,320			6,259,330
Telenor ASA - ADR (Norway)3		3,430			177,845
					7,863,547
Wireless Telecommunication Services - 0.06%
SK Telecom Co. Ltd. - ADR (South Korea)		28,400			539,032
Total Telecommunication Services					8,402,579

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Shares/ Principal  Amount			Value (Note 2)
COMMON STOCKS (continued)
Utilities - 0.17%
Electric Utilities - 0.07%
Brookfield Infrastructure Partners LP - ADR (Bermuda)			4,262		$	100,157
E.ON AG (Germany)1			13,630			465,862
						566,019
Independent Power Producers & Energy Traders - 0.02%
GenOn Energy, Inc.*			56,361			221,499
Multi-Utilities - 0.05%
GDF Suez (France)1			4,464			182,530
National Grid plc (United Kingdom)1			24,670			253,115
						435,645
Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)			15,510			275,852
Total Utilities						1,499,015
TOTAL COMMON STOCKS (Identified Cost $625,205,899)						755,494,119
PREFERRED STOCKS - 0.03%
Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany)1 (Identified Cost $134,525)			3,790			258,383
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			1,694
CORPORATE BONDS - 0.33%
Non-Convertible Corporate Bonds - 0.33%
Financials - 0.28%
Capital Markets - 0.10%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		$	410,000			426,378
Morgan Stanley, 5.50%, 1/26/2020			405,000			414,556
						840,934
Consumer Finance - 0.04%
American Express Co., 8.125%, 5/20/2019			315,000			400,064

The accompanying notes are an integral part of the financial statements. 127

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Principal  Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services - 0.14%
Bank of America Corp., 7.625%, 6/1/2019		$	340,000		$	401,182
Citigroup, Inc., 8.50%, 5/22/2019			330,000			411,173
JPMorgan Chase & Co., 4.95%, 3/25/2020			385,000			395,574
						1,207,929
Total Financials						2,448,927
Industrials - 0.05%
Industrial Conglomerates - 0.05%
General Electric Capital Corp., 5.50%, 1/8/2020			375,000			403,235
TOTAL CORPORATE BONDS (Identified Cost $2,654,107)						2,852,162
U.S. TREASURY SECURITIES - 1.57%
U.S. Treasury Notes - 1.57%
U.S. Treasury Note, 4.875%, 4/30/2011			2,500,000			2,500,000
U.S. Treasury Note, 2.625%, 6/30/2014			750,000			785,391
U.S. Treasury Note, 2.625%, 12/31/2014			3,000,000			3,136,641
U.S. Treasury Note, 1.25%, 9/30/2015			7,200,000			7,056,562
TOTAL U.S. TREASURY SECURITIES (Identified Cost $13,504,839)						13,478,594
U.S. GOVERNMENT AGENCIES - 7.00%
Other Agencies - 7.00%
Fannie Mae, 4.375%, 10/15/2015			5,000,000			5,517,500
Fannie Mae, 1.625%, 10/26/2015			20,400,000			20,141,226
Fannie Mae, 6.25%, 5/15/2029			4,825,000			5,869,139
Fannie Mae, 7.25%, 5/15/2030			4,330,000			5,866,713
Fannie Mae, 6.625%, 11/15/2030			4,610,000			5,854,368
Freddie Mac, 6.75%, 3/15/2031			6,624,000			8,516,086
Freddie Mac, 6.25%, 7/15/2032			6,948,000			8,508,653
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $59,223,189)						60,273,685
SHORT-TERM INVESTMENTS - 3.02%
Dreyfus Cash Management, Inc. - Institutional Shares4, 0.10%,     (Identified Cost $26,026,332)			26,026,332			26,026,332

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

Investment Portfolio - April 30, 2011 (unaudited)

Pro-Blend® Maximum Term Series	Value (Note 2)
TOTAL INVESTMENTS - 99.70% (Identified Cost $726,751,563)		$	858,384,969
OTHER ASSETS, LESS LIABILITIES - 0.30%			2,569,140
NET ASSETS - 100%		$	860,954,109

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.01%

¹  Values were adjusted following the close of local trading using a factor from a third party vendor.

²  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴  Rate shown is the current yield as of April 30, 2011.

The accompanying notes are an integral part of the financial statements. 129

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

April 30, 2011

ASSETS:
Investments, at value (identified cost $726,751,563) (Note 2)	$	858,384,969
Foreign currency, at value (cost $18,995)		19,173
Receivable for securities sold		3,271,728
Dividends receivable		1,069,831
Interest receivable		776,116
Receivable for fund shares sold		684,751
Foreign tax reclaims receivable		525,162
TOTAL ASSETS		864,731,730
LIABILITIES:
Accrued management fees (Note 3)		516,624
Accrued shareholder services fees (Class S) (Note 3)		124,415
Accrued transfer agent fees (Note 3)		17,276
Accrued fund accounting and administration fees (Note 3)		10,473
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R)(Note 3)		12,665
Accrued directors’ fees (Note 3)		3,733
Accrued Chief Compliance Officer service fees (Note 3)		269
Payable for securities purchased		2,454,910
Payable for fund shares repurchased		582,865
Other payables and accrued expenses		54,391
TOTAL LIABILITIES		3,777,621
TOTAL NET ASSETS	$	860,954,109
NET ASSETS CONSIST OF:
Capital stock	$	557,624
Additional paid-in-capital		752,156,608
Undistributed net investment income		1,629,904
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(25,117,287	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		131,727,260
TOTAL NET ASSETS	$	860,954,109

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

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

April 30, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($621,200,621/34,980,537 shares)	$	17.76
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($222,865,957/19,374,797 shares)	$	11.50
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($16,456,247/1,374,469 shares)	$	11.97
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($431,284/32,627 shares)	$	13.22

The accompanying notes are an integral part of the financial statements. 131

Statement of Operations - Pro-Blend^® Maximum Term Series (unaudited)

For the Six Months Ended April 30, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $245,390)	$	5,337,615
Interest		1,120,132
Total Investment Income		6,457,747
EXPENSES:
Management fees (Note 3)		2,997,321
Shareholder services fees (Class S) (Note 3)		726,124
Transfer agent fees (Note 3)		90,109
Fund accounting and administration fees (Note 3)		65,645
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		57,444
Directors’ fees (Note 3)		11,274
Chief Compliance Officer service fees (Note 3)		1,383
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		295
Custodian fees		35,222
Miscellaneous		126,459
Total Expenses		4,111,276
NET INVESTMENT INCOME		2,346,471
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		29,687,388
Foreign currency and translation of other assets and liabilities		(23,382	)
		29,664,006
Net change in unrealized appreciation on-
Investments		74,445,753
Foreign currency and translation of other assets and liabilities		51,893
		74,497,646
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		104,161,652
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	106,508,123

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

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

	For the Six Months Ended 4/30/11 (unaudited)				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	2,346,471			$	3,688,189
Net realized gain on investments and foreign currency			29,664,006				41,517,221
Net change in unrealized appreciation on investments and foreign currency			74,497,646				49,731,509
Net increase from operations			106,508,123				94,936,919
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(1,492,155	)			(1,623,955	)
From net investment income (Class I)			(1,249,733	)			(967,601	)
From net investment income (Class C)			(18,310	)			(9,558	)
From net investment income (Class R)			(160	)			—
Total distributions to shareholders			(2,760,358	)			(2,601,114	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			19,667,996				149,161,357
Net increase in net assets			123,415,761				241,497,162
NET ASSETS:
Beginning of period			737,538,348				496,041,186
End of period (including undistributed net investment income of $1,629,904 and $2,043,791, respectively)		$	860,954,109			$	737,538,348

The accompanying notes are an integral part of the financial statements. 133

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

	For the Six Months  Ended 4/30/11 (unaudited)				For the Years Ended
					10/31/10				10/31/09				10/31/08				10/31/07				10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	15.59			$	13.35			$	11.50			$	19.57			$	18.35			$	16.79
Income (loss) from investment operations:
Net investment income			0.04	1			0.08	1			0.06	1			0.12				0.11				0.14
Net realized and unrealized gain (loss) on investments			2.17				2.21				1.90				(6.22	)			2.41				2.80
Total from investment operations			2.21				2.29				1.96				(6.10	)			2.52				2.94
Less distributions to shareholders:
From net investment income			(0.04	)			(0.05	)			(0.11	)			(0.10	)			(0.15	)			(0.08	)
From net realized gain on investments			—				—				—				(1.87	)			(1.15	)			(1.30	)
Total distributions to shareholders			(0.04	)			(0.05	)			(0.11	)			(1.97	)			(1.30	)			(1.38	)
Net asset value - End of period		$	17.76			$	15.59			$	13.35			$	11.50			$	19.57			$	18.35
Net assets - End of period (000’s omitted)		$	621,201			$	539,781			$	443,770			$	342,015			$	517,766			$	285,714
Total return2			14.22	%			17.17	%			17.34	%			(34.19	%)			14.37	%			18.87	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.08	%3			1.10	%			1.10	%			1.10	%			1.12	%			1.16	%
Net investment income			0.53	%3			0.54	%			0.55	%			0.77	%			0.67	%			0.94	%
Series portfolio turnover			24	%			68	%			67	%			82	%			61	%			56	%
*       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:
			N/A				0.00	%4			0.03	%			0.04	%			N/A				N/A

¹  Calculated based on average shares outstanding during the period.

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

³  Annualized.

⁴  Less than 0.01%.

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

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

	For the Six Months  Ended 4/30/11 (unaudited)				For the Years Ended								For the  Period 3/28/081 to 10/31/08
					10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.12			$	8.70			$	7.57			$	10.00
Income (loss) from investment operations:
Net investment income			0.04	2			0.08	2			0.05	2			0.05
Net realized and unrealized gain (loss) on investments			1.40				1.43				1.24				(2.44	)
Total from investment operations			1.44				1.51				1.29				(2.39	)
Less distributions to shareholders:
From net investment income			(0.06	)			(0.09	)			(0.16	)			(0.04	)
Net asset value - End of period		$	11.50			$	10.12			$	8.70			$	7.57
Net assets - End of period (000’s omitted)		$	222,866			$	190,344			$	52,271			$	2,597
Total return3			14.33	%			17.47	%			17.58	%			(24.01	%)
Ratios (to average net assets)/Supplemental Data:					��
Expenses*			0.83	%4			0.85	%			0.85	%			0.85	%4
Net investment income			0.78	%4			0.81	%			0.68	%			0.88	%4
Series portfolio turnover			24	%			68	%			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:
			N/A				0.00	%5			0.02	%			0.08	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents 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.

⁴  Annualized.

⁵  Less than 0.01%.

The accompanying notes are an integral part of the financial statements. 135

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

	For the Six Months  Ended 4/30/11 (unaudited)				For the  Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.54			$	10.00
Income (loss) from investment operations:
Net investment loss			(0.01	)2			(0.01	)2
Net realized and unrealized gain on investments			1.46				0.58
Total from investment operations			1.45				0.57
Less distributions to shareholders:
From net investment income			(0.02	)			(0.03	)
Net asset value - End of period		$	11.97			$	10.54
Net assets - End of period (000’s omitted)		$	16,456			$	7,383
Total return3			13.80	%			5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.83	%4			1.85	%4
Net investment income			(0.15	%)4			(0.13	%)4
Series portfolio turnover			24	%			68	%
*       The investment advisor did not impose all or a portion of its management 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:
			N/A				0.01	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain periods. Periods less than one year are not annualized.

⁴  Annualized.

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

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

	For the Six Months  Ended 4/30/11 (unaudited)				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.64			$	10.00
Income (loss) from investment operations:
Net investment loss			0.04	2			(0.01	)2
Net realized and unrealized gain on investments			1.59				1.65
Total from investment operations			1.63				1.64
Less distributions to shareholders:
From net investment income			(0.05	)			—
Net asset value - End of period		$	13.22			$	11.64
Net assets - End of period (000’s omitted)		$	431			$	31
Total return3			14.07	%			16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.33	%4			1.35	%4
Net investment income			0.65	%4			(0.38	%)4
Series portfolio turnover			24	%			68	%

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized.

⁴  Annualized.

The accompanying notes are an integral part of the financial statements. 137

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), R (formerly Class D), E, I, S and Z). Currently, only Class S, I, C and R 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, 2011, 6.4 billion shares have been designated in total among 31 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, 25 million each have been designated 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 and 2.5 million each have been designated as Class R 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

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

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided by an independent pricing service. Certain investments in securities held by the Series may be valued on a basis of a price provided by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

138

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series 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.

Securities for which representative valuations or prices are not available from the Fund’s pricing service may be valued at fair value. Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”). In accordance with the procedures approved by the Board, certain securities trading outside the U.S. whose values were adjusted following the close of local trading use a factor from a third party vendor to the extent available. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security, where a factor from a third party vendor is provided as a Level 2 security.

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.

139

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, 2011 in valuing the Series’ assets or liabilities carried at market value:

	Pro-Blend® Conservative Term Series
Description	Total				Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	25,791,680			$	23,158,115		$	2,633,565		$	—
Consumer Staples			35,794,870				25,838,438			9,956,432			—
Energy			21,018,852				20,400,056			618,796			—
Financials			33,848,464				30,701,319			3,147,145			—
Health Care			28,402,103	��			23,509,738			4,892,365			—
Industrials			24,688,735				22,659,380			2,029,355			—
Information Technology			63,677,273				60,955,986			2,721,287			—
Materials			12,772,852				9,476,382			3,296,470			—
Telecommunication Services			4,934,217				497,934			4,436,283			—
Utilities			514,302				257,801			256,501			—
Preferred securities:
Consumer Staples			104,989				—			104,989			—
Financials			3,934,684				468,826			3,465,858			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			383,704,336				—			383,704,336			—
Corporate debt:													—
Consumer Discretionary			45,681,374				—			45,681,374			—
Consumer Staples			14,272,307				—			14,272,307			—
Energy			21,163,875				—			21,163,875			—
Financials			134,468,758				—			134,468,758			—
Health Care			10,490,588				—			10,490,588			—
Industrials			42,063,999				—			42,063,999			—
Information Technology			6,016,292				—			6,016,292			—
Materials			18,942,255				—			18,942,255			—
Telecommunication Services			3,333,082				—			3,333,082			—
Utilities			8,497,126				—			8,497,126			—
Convertible corporate debt:													—
Financials			494,050				—			494,050			—
Health Care			109,725				—			109,725			—
Information Technology			72,100				—			72,100			—
Asset-backed securities			1,205,983				—			1,205,983			—
Commercial mortgage-backed securities			17,454,119				—			17,454,119			—
Foreign Government bonds			306,071				—			306,071			—
Mutual funds			29,981,370				29,981,370			—			—
Other financial instruments**:			—				—			—			—
Total assets:			993,740,431				247,905,345			745,835,086			—

140

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Conservative Term Series
Description	Total				Level 1			Level 2				Level 3
Liabilities:
Other financial instruments**:
Forward foreign currency exchange contracts		$	(4,213	)		$	—		$	(4,213	)		$	—
Total liabilities:			(4,213	)			—			(4,213	)			—
Total		$	993,736,218			$	247,905,345		$	745,830,873			$	—

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

Level 3 Reconciliation	Commercial Mortgage-Backed Securities
Balance as of October 31, 2010 (market value)		$	432,585
Accrued discounts/premiums			—
Realized gain (loss)			—
Change in unrealized appreciation (depreciation)			—
Purchases			—
Sales			—
Transfers in			—
Transfers out			(432,585	)
Balance as of April 30, 2011 (market value)		$	—

	Pro-Blend® Moderate Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	52,965,217		$	47,248,897		$	5,716,320		$	—
Consumer Staples			75,478,839			52,563,149			22,915,690			—
Energy			42,610,718			41,215,274			1,395,444			—
Financials			69,627,438			62,127,124			7,500,314			—
Health Care			66,179,770			53,943,195			12,236,575			—
Industrials			51,794,567			47,084,532			4,710,035			—
Information Technology			134,152,468			127,752,725			6,399,743			—
Materials			22,049,066			19,762,975			2,286,091			—
Telecommunication Services			10,502,536			1,060,481			9,442,055			—
Utilities			1,384,985			527,638			857,347			—
Preferred securities:
Consumer Staples			231,113			—			231,113			—
Financials			3,681,801			937,399			2,744,402			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			215,773,916			—			215,773,916			—
Corporate debt:												—
Consumer Discretionary			32,822,215			—			32,822,215			—

141

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Moderate Term Series
Description	Total				Level 1			Level 2				Level 3
Consumer Staples		$	5,774,445			$	—		$	5,774,445			$	—
Energy			22,708,591				—			22,708,591				—
Financials			125,121,336				—			125,121,336				—
Health Care			15,142,702				—			15,142,702				—
Industrials			47,413,100				—			47,413,100				—
Information Technology			10,643,454				—			10,643,454				—
Materials			22,367,147				—			22,367,147				—
Telecommunication Services			7,230,888				—			7,230,888				—
Utilities			3,883,481				—			3,883,481				—
Convertible corporate debt:														—
Financials			994,125				—			994,125				—
Health Care			491,813				—			491,813				—
Information Technology			387,537				—			387,537				—
Asset-backed securities			1,612,630				—			1,612,630				—
Commercial mortgage-backed securities			15,632,308				—			15,632,308				—
Foreign Government bonds			789,342				—			789,342				—
Mutual funds			39,301,282				39,301,282			—				—
Other financial instruments**:			—				—			—				—
Total assets:			1,098,748,830				493,524,671			605,224,159				—
Liabilities:
Other financial instruments**:
Forward foreign currency exchange contracts			(10,834	)			—			(10,834	)			—
Total liabilities:			(10,834	)			—			(10,834	)			—
Total		$	1,098,737,996			$	493,524,671		$	605,213,325			$	—

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

Level 3 Reconciliation	Commercial Mortgage-Backed Securities
Balance as of October 31, 2010 (market value)		$	787,918
Accrued discounts/premiums			—
Realized gain (loss)			—
Change in unrealized appreciation (depreciation)			—
Purchases			—
Sales			—
Transfers in			—
Transfers out			(787,918	)
Balance as of April 30, 2011 (market value)		$	—

142

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Extended Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	70,773,560		$	63,481,999		$	7,291,561		$	—
Consumer Staples			102,421,749			72,080,706			30,341,043			—
Energy			59,930,926			58,062,952			1,867,974			—
Financials			82,699,353			73,783,179			8,916,174			—
Health Care			86,703,207			71,391,497			15,311,710			—
Industrials			72,669,993			65,329,445			7,340,548			—
Information Technology			182,740,903			174,797,045			7,943,858			—
Materials			30,499,615			26,615,919			3,883,696			—
Telecommunication Services			14,351,607			1,403,176			12,948,431			—
Utilities			1,723,369			715,911			1,007,458			—
Preferred securities:
Consumer Staples			259,065			—			259,065			—
Financials			4,279,298			1,004,843			3,274,455			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			181,570,679			—			181,570,679			—
Corporate debt:												—
Consumer Discretionary			30,610,405			—			30,610,405			—
Consumer Staples			6,362,187			—			6,362,187			—
Energy			17,654,249			—			17,654,249			—
Financials			75,825,019			—			75,825,019			—
Health Care			10,300,590			—			10,300,590			—
Industrials			31,216,525			—			31,216,525			—
Information Technology			8,192,393			—			8,192,393			—
Materials			20,856,165			—			20,856,165			—
Telecommunication Services			7,407,543			—			7,407,543			—
Utilities			5,116,223			—			5,116,223			—
Convertible corporate debt:												—
Financials			1,024,250			—			1,024,250			—
Health Care			777,788			—			777,788			—
Information Technology			603,837			—			603,837			—
Asset-backed securities			1,630,988			—			1,630,988			—
Commercial mortgage-backed securities			12,403,062			—			12,403,062			—
Foreign Government bonds			785,314			—			785,314			—
Mutual funds			47,138,442			47,138,442			—			—
Other financial instruments**:			—			—			—			—
Total assets:			1,168,528,304			655,805,114			512,723,190			—

143

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Extended Term Series
Description	Total				Level 1			Level 2				Level 3
Liabilities:
Other financial instruments**:
Forward foreign currency exchange contracts		$	(10,767	)		$	—		$	(10,767	)		$	—
Total liabilities:			(10,767	)			—			(10,767	)			—
Total		$	1,168,517,537			$	655,805,114		$	512,712,423			$	—

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

Level 3 Reconciliation	Commercial Mortgage-Backed Securities
Balance as of October 31, 2010 (market value)		$	875,464
Accrued discounts/premiums			—
Realized gain (loss)			—
Change in unrealized appreciation (depreciation)			—
Purchases			—
Sales			—
Transfers in			—
Transfers out			(875,464	)
Balance as of April 30, 2011 (market value)		$	—

	Pro-Blend® Maximum Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	89,599,197		$	80,042,038		$	9,557,159		$	—
Consumer Staples			99,611,277			67,122,298			32,488,979			—
Energy			53,838,197			52,198,540			1,639,657			—
Financials			104,238,906			79,768,265			24,470,641			—
Health Care			95,265,253			77,997,475			17,267,778			—
Industrials			118,067,678			108,166,755			9,900,923			—
Information Technology			152,658,812			139,724,283			12,934,529			—
Materials			32,314,899			24,507,385			7,807,514			—
Telecommunication Services			8,402,579			1,234,600			7,167,979			—
Utilities			1,499,015			597,508			901,507			—
Preferred securities:
Consumer Staples			258,383			—			258,383			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			73,752,279			—			73,752,279			—
Corporate debt:												—
Financials			2,448,927			—			2,448,927			—
Industrials			403,235			—			403,235			—
Mutual funds			26,026,332			26,026,332			—			—

144

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Maximum Term Series
Description	Total			Level 1			Level 2			Level 3
Other financial instruments**:		$	—		$	—		$	—		$	—
Total assets:			858,384,969			657,385,479			200,999,490			—
Liabilities:
Other financial instruments**:
Forward foreign currency exchange contracts			—			—			—			—
Total liabilities:			—			—			—			—
Total		$	858,384,969		$	657,385,479		$	200,999,490		$	—

There were no Level 3 securities held by any of the Pro-Blend^® Series as of April 30, 2011.

* Includes common stock, warrants and rights. Please see the Investment Portfolio for securities where a latest quoted sales price is not available and the latest quoted bid price was used to value the security or foreign securities where values were adjusted following the close of local trading using a factor from a third party vendor. 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, 2011, Pro-Blend^® Maximum Term Series did not hold any derivative instruments.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2011.

Additional disclosure surrounding the activity in Level 3 fair value measurement will 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.

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.

145

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series 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.

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, 2011 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

146

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

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, 2011.

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.

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, 2011, 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, 2007 through October 31, 2010. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

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

147

Notes to Financial Statements (unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Other (continued)

assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3. TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

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

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2012, 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 and distribution and service fees (12b-1), 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® Conservative Term Series Class R		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® Moderate Term Series Class R		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	%

148

Notes to Financial Statements (unaudited)

3. TRANSACTIONS WITH AFFILIATES (continued)

Series/Class	Expense Limit
Pro-Blend® Extended Term Series Class R		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	%
Pro-Blend® Maximum Term Series Class R		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, 1.20% for Pro-Blend^®Conservative Term Series Class R, 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, 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 and 1.35% for Pro-Blend^® Moderate Term Series Class R, Pro-Blend^® Extended Term Series Class R and Pro-Blend^® Maximum Term Series Class R, 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, 2011, the Advisor did not voluntarily waive fees or reimburse expenses for any of the Series.

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 and Class R 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 and an annual rate of 0.50% of daily net assets attributable to Class R 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.

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration 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. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction- and cusip-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.

149

Notes to Financial Statements (unaudited)

4. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2011, 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		$	136,304,189		$	94,321,228		$	61,475,631		$	7,097,303
Pro-Blend® Moderate Term Series			215,488,728			77,960,769			126,129,563			77,981,867
Pro-Blend® Extended Term Series			237,686,242			72,849,664			160,468,278			53,144,943
Pro-Blend® Maximum Term Series			192,809,090			5,134,167			185,603,889			4,013,594

5. CAPITAL STOCK TRANSACTIONS

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

Pro-Blend® Conservative Term Series Class S:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		22,038,338			$	288,006,399			34,858,771			$	442,528,561
Reinvested		2,018,645				25,616,609			518,022				6,418,262
Repurchased		(14,514,039	)			(189,725,736	)		(11,119,570	)			(140,498,683	)
Total		9,542,944			$	123,897,272			24,257,223			$	308,448,140
Pro-Blend® Conservative Term Series Class I:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		3,752,553			$	39,859,508			4,378,548			$	45,352,823
Reinvested		390,489				4,049,367			126,133				1,288,891
Repurchased		(1,406,154	)			(15,088,290	)		(1,348,646	)			(14,122,365	)
Total		2,736,888				28,820,585			3,156,035			$	32,519,349
Pro-Blend® Conservative Term Series Class C:	For the Six Months Ended 4/30/11							For the Period 1/4/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		1,140,884			$	11,881,513			1,705,614			$	17,493,696
Reinvested		75,745				765,787			5,440				54,727
Repurchased		(253,029	)			(2,633,477	)		(79,495	)			(820,337	)
Total		963,600			$	10,013,823			1,631,559			$	16,728,086

150

Notes to Financial Statements (unaudited)

5. CAPITAL STOCK TRANSACTIONS (continued)

Pro-Blend® Conservative Term Series Class R:	For the Six Months Ended 4/30/11							For the Period 6/30/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		40,811			$	423,125			106			$	1,122
Reinvested		30				303			—				—
Repurchased		(4,866	)			(50,627	)		—	*			(1	)
Total		35,975			$	372,801			106			$	1,121
Pro-Blend® Moderate Term Series Class S:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		12,530,764			$	163,739,694			29,382,191			$	357,772,202
Reinvested		1,218,824				15,405,929			488,308				5,834,846
Repurchased		(9,945,924	)			(130,647,717	)		(15,128,014	)			(183,059,673	)
Total		3,803,664			$	48,497,906			14,742,485			$	180,547,375
Pro-Blend® ModerateTerm Series Class I:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		4,966,872			$	52,462,216			25,689,070			$	252,727,970
Reinvested		745,122				7,659,853			158,382				1,555,153
Repurchased		(2,367,427	)			(25,032,872	)		(2,731,164	)			(27,273,921	)
Total		3,344,567			$	35,089,197			23,116,288			$	227,009,202
Pro-Blend® Moderate Term Series Class C:	For the Six Months Ended 4/30/11							For the Period 1/4/10 (commencement of             operations) to 10/31/10
	Shares			Amount
Sold		1,649,084			$	17,708,019			3,053,483			$	30,890,584
Reinvested		85,910				894,320			7,761				77,302
Repurchased		(295,200	)			(3,188,102	)		(65,570	)			(671,425	)
Total		1,439,794			$	15,414,237			2,995,674			$	30,296,461
Pro-Blend® Moderate Term Series Class R:	For the Six Months Ended 4/30/11							For the Period 6/30/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		138,570			$	1,539,825			21,539			$	236,052
Reinvested		1,009				10,780			—				—
Repurchased		(3,031	)			(33,520	)		—	*			(1	)
Total		136,548			$	1,517,085			21,539			$	236,051

151

Notes to Financial Statements (unaudited)

Pro-Blend® Extended Term Series Class S:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		9,191,990			$	144,542,509			19,420,470			$	275,377,736
Reinvested		373,164				5,679,563			478,308				6,625,922
Repurchased		(6,251,671	)			(98,583,908	)		(13,689,312	)			(190,912,195	)
Total		3,313,483			$	51,638,164			6,209,466			$	91,091,463
Pro-Blend® Extended Term Series Class I:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		5,855,410			$	61,565,585			19,287,880			$	181,303,210
Reinvested		232,265				2,378,391			138,139				1,295,737
Repurchased		(4,106,442	)			(43,213,173	)		(3,094,263	)			(29,774,808	)
Total		1,981,233			$	20,730,803			16,331,756			$	152,824,139
Pro-Blend® Extended Term Series Class C:	For the Six Months Ended 4/30/11							For the Period 1/4/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		2,449,079			$	27,216,850			2,869,017			$	29,043,276
Reinvested		31,440				338,296			7,429				73,698
Repurchased		(235,033	)			(2,638,393	)		(132,297	)			(1,323,421	)
Total		2,245,486			$	24,916,753			2,744,149			$	27,793,553
Pro-Blend® Extended Term Series Class R:	For the Six Months Ended 4/30/11							For the Period 6/30/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		131,917			$	1,530,438			10,014			$	111,222
Reinvested		125				1,406			—				—
Repurchased		(1,732	)			(20,422	)		—	*			(1	)
Total		130,310			$	1,511,422			10,014			$	111,221
Pro-Blend® Maximum Term Series Class S:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		6,499,938			$	108,655,396			11,833,795			$	173,123,805
Reinvested		90,358				1,458,383			111,033				1,581,117
Repurchased		(6,224,214	)			(104,208,301	)		(10,577,239	)			(151,403,234	)
Total		366,082			$	5,905,478			1,367,589			$	23,301,688

152

Notes to Financial Statements (unaudited)

Pro-Blend® Maximum Term Series Class I:	For the Six Months Ended 4/30/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		3,339,419			$	35,729,967			14,424,477			$	134,302,190
Reinvested		48,947				511,009			40,321				372,713
Repurchased		(2,816,921	)			(30,450,542	)		(1,669,453	)			(15,793,046	)
Total		571,445			$	5,790,434			12,795,345			$	118,881,857
Pro-Blend® Maximum Term Series Class C:	For the Six Months Ended 4/30/11							For the Period 1/4/10 (commencement of             operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		698,498			$	7,869,877			706,866			$	7,011,837
Reinvested		1,654				18,050			982				9,490
Repurchased		(25,897	)			(293,567	)		(7,634	)			(74,183	)
Total		674,255			$	7,594,360			700,214			$	6,947,144
Pro-Blend® Maximum Term Series Class R:	For the Six Months Ended 4/30/11							For the Period 6/30/10 (commencement             of operations) to 10/31/10
	Shares			Amount				Shares			Amount
Sold		32,349			$	408,013			2,638			$	30,669
Reinvested		14				160			—				—
Repurchased		(2,374	)			(30,449	)		—	*			(1	)
Total		29,989			$	377,724			2,638			$	30,668

* Less than 1 share.

At April 30, 2011, 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		47,984		0.05	%		$	523,508
Pro-Blend® Moderate Term Series		223,222		0.22	%			2,464,372
Pro-Blend® Extended Term Series		1,477,329		1.40	%			16,472,216
Pro-Blend® Maximum Term Series		1,522,295		2.03	%			17,506,391

In addition, one shareholder owned 16,670,738 shares of Pro-Blend^® Moderate Term Series (18.9% of shares outstanding) valued at $184,044,952. Investment activities of this shareholder may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which 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

153

Notes to Financial Statements (unaudited)

6. FINANCIAL INSTRUMENTS (continued)

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, 2011, except forward foreign currency exchange contracts, held by Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, as shown at the end of each Investment Portfolio.

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. 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, 2010 were as follows:

	Pro-Blend® Conservative Term Series			Pro-Blend® Moderate Term Series			Pro-Blend® Extended Term Series			Pro-Blend® Maximum Term Series
Ordinary income		$	8,910,566		$	8,115,112		$	9,717,987		$	2,601,114

At October 31, 2010, two 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®  Extended Term Series			Pro-Blend®  Maximum Term Series
Loss Carryover		Expiration Date	Loss Carryover		Expiration Date
$	8,084,042	October 31, 2017	$	7,236,320	October 31, 2016
			$	44,219,375	October 31, 2017

154

Notes to Financial Statements (unaudited)

At April 30, 2011, 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:

	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		$	933,486,217			$	995,085,059			$	1,027,977,330			$	729,783,495
Unrealized appreciation		$	64,952,080			$	112,894,052			$	155,543,478			$	139,882,125
Unrealized depreciation			(4,697,866	)			(9,230,281	)			(14,992,504	)			(11,280,651	)
Net unrealized appreciation		$	60,254,214			$	103,663,771			$	140,550,974			$	128,601,474

155

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2010, 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 2010 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 24 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 11 of the 27 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

156

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 Pro-Blend’s Class R and Class C, and Target 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.

157

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic delivery of certain documents. Direct shareholders can elect to receive shareholder reports, prospectus updates, and quarterly statements via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website at www.manning-napier.com

MNPRO-4/11-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, 2011

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, 2011

/s/ Christine Glavin                                                         

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

June 29, 2011