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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: December 31, 2011

Date of reporting period: January 1, 2011 through June 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.

LOGO

LIFE SCIENCES SERIES

Shareholder Expense Example (unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs 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

(January 1, 2011 to June 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 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,080.50		$	5.57
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.44		$	5.41
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.44		$	5.41

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.08%, 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 June 30, 2011 (unaudited)

LOGO

Top Ten Stock Holdings²


BioMerieux (France)	5.8	%
Insulet Corp.	4.6	%
Cerner Corp.	4.1	%
Brookdale Senior Living, Inc.	3.9	%
DexCom, Inc.	3.9	%
² As a percentage of total investments.


UCB S.A. (Belgium)	3.4	%
Alere, Inc.	3.3	%
Gen-Probe, Inc.	3.0	%
Sonic Healthcare Ltd. (Australia)	2.8	%
Quidel Corp.	2.7	%


2

Investment Portfolio - June 30, 2011 (unaudited)


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

COMMON STOCKS - 97.2%

Health Care - 95.0%
Biotechnology - 15.4%
Cangene Corp. (Canada)*		475,000		$	763,388
Dendreon Corp.*		146,000			5,758,240
Exact Sciences Corp.*		717,752			6,172,667
Intercell AG (Austria)*¹		780,000			3,216,398
InterMune, Inc.*		159,000			5,700,150
Momenta Pharmaceuticals, Inc.*		312,230			6,075,996
Myriad Genetics, Inc.*		292,250			6,636,998
Swedish Orphan Biovitrum AB (Sweden)*¹		740,501			2,930,804
United Therapeutics Corp.*		151,000			8,320,100

					45,574,741

Health Care Equipment & Supplies - 39.6%
Abaxis, Inc.*		232,500			6,335,625
Alere, Inc.*		273,000			9,997,260
Alere, Inc.*^2,3		122,000			4,467,640
BioMerieux (France)¹		152,777			17,723,676
Cochlear Ltd. (Australia)¹		71,230			5,513,015
DexCom, Inc.*		815,000			11,809,350
Endologix, Inc.*		638,600			5,938,980
Gen-Probe, Inc.*		135,040			9,338,016
HeartWare International, Inc.*		61,200			4,533,696
Insulet Corp.*		633,970			14,055,115
Quidel Corp.*		550,000			8,332,500
Sirona Dental Systems, Inc.*		128,100			6,802,110
Straumann Holding AG (Switzerland)¹		32,717			7,889,897
Thoratec Corp.*		148,000			4,857,360

					117,594,240

Health Care Providers & Services - 14.7%
Assisted Living Concepts, Inc. - Class A		212,070			3,558,535
Bio-Reference Laboratories, Inc.*		280,000			5,852,000
Brookdale Senior Living, Inc.*		494,000			11,979,500
Capital Senior Living Corp.*		470,000			4,366,300
China Cord Blood Corp. (Hong Kong)*		894,000			2,905,500
Sonic Healthcare Ltd. (Australia)¹		614,000			8,496,816
Sunrise Senior Living, Inc.*		671,000			6,394,630

					43,553,281

Health Care Technology - 6.1%
Allscripts Healthcare Solutions, Inc.*		277,000			5,379,340
Cerner Corp.*		208,000			12,710,880

					18,090,220


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 10.1%
Luminex Corp.*		146,938		$	3,071,004
Oxford Nanopore Technologies Ltd. (United Kingdom)*^4,5		40,905			5,999,820
QIAGEN N.V. (Netherlands)*		273,000			5,192,460
Sequenom, Inc.*		1,085,000			8,191,750
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		423,880			7,443,333
					29,898,367
Pharmaceuticals - 9.1%
Green Cross Corp. (South Korea)¹		43,000			6,519,901
Kalbe Farma Tbk PT (Indonesia)¹		88,000			34,724
Optimer Pharmaceuticals, Inc.*		546,000			6,491,940
Strides Arcolab Ltd. (India)¹		497,450			3,757,913
UCB S.A. (Belgium)¹		228,939			10,287,437
					27,091,915

Total Health Care					281,802,764

Industrials - 2.2%
Research & Consulting Services - 2.2%
Qualicorp S.A. (Brazil)*		665,000			6,340,435

TOTAL COMMON STOCKS
(Identified Cost $246,282,505)					288,143,199

SHORT-TERM INVESTMENTS - 6.1%
Dreyfus Cash Management, Inc. - Institutional Shares⁶, 0.10%, (Identified Cost $18,304,401)		18,304,401			18,304,401

TOTAL INVESTMENTS - 103.3%
(Identified Cost $264,586,906)					306,447,600
LIABILITIES, LESS OTHER ASSETS - (3.3%)					(9,921,919)
NET ASSETS - 100%				$	296,525,681

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	Restricted security - Investment in security that is restricted as to public resale under the Securities Act of 1933, as amended. This security amounts to $4,467,640, or 1.5% of the Series’ net assets as of June 30, 2011 (see Note 2 to the financial statements).

³	This security was acquired on February 3, 2006 at a cost of $2,978,020 ($24.41 per share) and has been determined to be liquid under guidelines established by the Board of Directors (see Note 2 to the financial statements).

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

⁵	This security was acquired on April 26, 2011 at a cost of $6,149,543 ($150.34 per share) and has been determined to be illiquid under guidelines established by the Board of Directors (see Note 2 to the financial statements).

⁶	Rate shown is the current yield as of June 30, 2011.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011



ASSETS:
Investments, at value (identified cost $264,586,906) (Note 2)	$	306,447,600
Foreign currency, at value (cost $38,822)		39,106
Cash		124,778
Receivable for fund shares sold		211,871
Foreign tax reclaims receivable		192,149
Dividends receivable		1,708


TOTAL ASSETS		307,017,212


LIABILITIES:

Accrued management fees (Note 3)		240,738
Accrued fund accounting and administration fees (Note 3)		13,156
Accrued transfer agent fees (Note 3)		4,051
Accrued Chief Compliance Officer service fees (Note 3)		466
Payable for securities purchased		9,919,082
Payable for fund shares repurchased		279,799
Other payables and accrued expenses		34,239


TOTAL LIABILITIES		10,491,531


TOTAL NET ASSETS	$	296,525,681


NET ASSETS CONSIST OF:

Capital stock	$	225,320
Additional paid-in-capital		246,877,321
Undistributed net investment loss		(562,136	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		8,095,282
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		41,889,894


TOTAL NET ASSETS	$	296,525,681


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($296,525,681/22,531,961 shares)	$	13.16


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011



INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $109,245)	$	989,594


EXPENSES:
Management fees (Note 3)		1,413,029
Fund accounting and administration fees (Note 3)		32,301
Transfer agent fees (Note 3)		9,429
Directors’ fees (Note 3)		3,367
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		24,865
Miscellaneous		46,483


Total Expenses		1,530,788


NET INVESTMENT LOSS		(541,194)


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

Net realized gain (loss) on-
Investments		29,239,451
Foreign currency and translation of other assets and liabilities		(231,420)

		29,008,031

Net change in unrealized appreciation (depreciation) on-
Investments		(6,838,350	)
Foreign currency and translation of other assets and liabilities		12,888
		(6,825,462)

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		22,182,569


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	21,641,375


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment loss		$	(541,194	)		$	(1,088,986	)
Net realized gain on investments and foreign currency			29,008,031				18,233,679
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(6,825,462	)			17,294,176


Net increase from operations			21,641,375				34,438,869


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)			27,320,396				(59,818,922	)


Net increase (decrease) in net assets			48,961,771				(25,380,053	)

NET ASSETS:

Beginning of period			247,563,910				272,943,963


End of period (including undistributed net investment loss of $562,136 and $20,942, respectively)		$	296,525,681			$	247,563,910

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


					7

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)				For the Years Ended
	For the Six Months Ended 6/30/11 (unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.18			$	10.61			$	6.99			$	11.54			$	11.41			$	12.10

Income (loss) from investment operations:
Net investment loss			(0.02	)¹			(0.04	)¹			(0.05	)¹			(0.06	)			(0.08	)			(0.05	)
Net realized and unrealized gain (loss) on investments			1.00				1.61				3.67				(4.38	)			1.25				1.56

Total from investment operations			0.98				1.57				3.62				(4.44	)			1.17				1.51

Less distributions to shareholders:
From net realized gain on investments			—				—				—				(0.11	)			(1.04	)			(2.20	)

Net asset value - End of period		$	13.16			$	12.18			$	10.61			$	6.99			$	11.54			$	11.41

Net assets - End of period (000’s omitted)		$	296,526			$	247,564			$	272,944			$	182,704			$	299,669			$	233,072

Total return²			8.05	%			14.80	%			51.79	%			(38.77	%)			10.62	%			12.52	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.08	%³			1.09	%			1.11	%			1.12	%			1.12	%			1.14	%
Net investment loss			(0.38	%)³			(0.41	%)			(0.55	%)			(0.65	%)			(0.75	%)			(0.51	%)
Portfolio turnover			42	%			67	%			95	%			94	%			95	%			93	%

^* 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				0.00	%⁴			0.01	%			N/A				N/A				N/A

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 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.


8

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Life Sciences 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 (the “1940 Act”), as amended, as an open-end management investment company.

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies in the life sciences industry.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). On November 5, 1999, the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates. On May 1, 2001, the Series began offering shares directly to investors. Previously, the Series was available from time to time to advisory clients and employees of the Advisor. 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Life Sciences 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.


					9

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*:

Health Care

281,802,764

209,432,363

66,370,581

5,999,820

Industrials

6,340,435

—

Preferred securities

—

Debt securities

—

Mutual funds

18,304,401

—

Other financial instruments**

—

Total assets

306,447,600

234,077,199

66,370,581

5,999,820

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

306,447,600

234,077,199

66,370,581

5,999,820

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


Level 3 Reconciliation	Equity Securities				Preferred Securities
Balance as of December 31, 2010 (market value)		$	—			$	—
Net realized gain (loss)			(95,898	)			(2,312,500	)
Change in unrealized appreciation (depreciation)^***			(53,825	)			2,312,500
Purchases			6,149,543				—
Sales			—				—
Transfers in			—				—
Transfers out			—				—

Balance as of June 30, 2011 (market value)		$	5,999,820			$	—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

***	The change in unrealized appreciation (depreciation) on securities still held at June 30, 2011 was ($149,723).


10

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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 June 30, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board issued amended guidance to improve disclosure about fair value measurements which will require the following disclosures for fair value measurements categorized as Level 3: quantitative information about the unobservable inputs and assumptions used in the fair value measurement, a description of the valuation policies and procedures and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, the amounts and reasons for all transfers in and out of Level 1 and Level 2 will be required to be disclosed. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2011, and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Series’ financial statements and disclosures.

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.

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 the Series’ Investment Portfolio.


					11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio.

Affiliated Companies

The 1940 Act defines “affiliated companies” to include securities in which a series owns 5% or more of the outstanding voting securities of the issuer. The following transactions were effected for the period ended June 30, 2011:


Name of Issuer	Value at 12/31/10			Purchase Cost			Sales Proceeds			Value at 6/30/11			Shares Held at 6/30/11		Dividend Income 12/31/10 through 6/30/11			Net Realized Gain (Loss) 12/31/10 through 6/30/11
Avalon
HealthCare
Holdings, Inc. -
Series D		$	—		$	—		$	—		$	—		—		$	—		$	(2,312,500	)
Avalon
HealthCare
Holdings, Inc.			—			—			—			—		—			—			(76,718	)
Avalon
HealthCare
Holdings, Inc. -
Warrants 2/27/2014			—			—			—			—		—			—			(19,180	)

		$	—		$	—		$	—		$	—		—		$	—		$	(2,408,398	)

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 June 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 December 31, 2007 through December 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.


13

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Indemnifications

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

Other

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

3.	TRANSACTIONS WITH AFFILIATES

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

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

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 did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $140,699,493 and $113,856,492, respectively. There were no purchases or sales of U.S. Government securities.


					13

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Life Sciences Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		3,188,826			$	40,064,399			2,426,114			$	26,545,889
Reinvested		—				—			—				—
Repurchased		(987,037	)			(12,744,003	)		(7,813,236	)			(86,364,811	)

Total		2,201,789			$	27,320,396			(5,387,122	)		$	(59,818,922	)

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

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 during the six months ended June 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.	LIFE SCIENCES SECURITIES

The Series may focus its investments in certain related life sciences industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified.

9.	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.

There were no distributions to shareholders for the year ended December 31, 2010 or the six months ended June 30, 2011.


14

Notes to Financial Statements (unaudited)

9.	FEDERAL INCOME TAX INFORMATION (continued)

At June 30, 2011, the Series had a capital loss carryover of $20,419,145, 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
$15,858,502		December 31, 2016
$ 4,560,643		December 31, 2017

Under the recently enacted Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds after December 31, 2010 will not be subject to expiration. In addition, such losses must be used prior to the losses incurred in the years preceding enactment.

At June 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	$	264,784,205
Unrealized appreciation	$	51,259,711
Unrealized depreciation		(9,596,316	)

Net unrealized appreciation	$	41,663,395


					15

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16

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					17

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^this 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^stand 3^rdquarters 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 our 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 notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and / or quarterly statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please do not hesitate to contact Investor Services at 1-800-466-3863.

MNLFS-6/11-SAR

LOGO


		SMALL CAP SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,070.00		$	5.59
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.39		$	5.46

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.09%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.


					1

Portfolio Composition as of June 30, 2011 (unaudited)

LOGO

Market Capitalization


Average	$	18,597.24 Million
Median		964.80 Million
Weighted Average		30,215.15 Million

Top Ten Stock Holdings²


Imax Corp. (Canada)	3.2	%
RailAmerica, Inc.	2.6	%
Westport Innovations, Inc. (Canada)	2.2	%
Eagle Materials, Inc.	2.1	%
US Airways Group, Inc.	2.1	%
Wabash National Corp.	1.9	%
Calgon Carbon Corp.	1.9	%
Sequenom, Inc.	1.9	%
Green Cross Corp. (South Korea)	1.9	%
Tomra Systems ASA (Norway)	1.8	%

²	As a percentage of total investments.


2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS - 97.3%

Consumer Discretionary - 21.3%
Auto Components - 1.2%
Cooper Tire & Rubber Co.		131,190		$	2,596,250

Distributors - 1.7%
Inchcape plc (United Kingdom)¹		533,031			3,579,379

Diversified Consumer Services - 2.1%
Capella Education Co.*		21,480			898,938
Grand Canyon Education, Inc.*		113,580			1,610,564
Strayer Education, Inc.		16,890			2,134,727

					4,644,229

Household Durables - 0.8%
Lennar Corp. - Class A		89,340			1,621,521

Internet & Catalog Retail - 0.8%
Ocado Group plc (United Kingdom)*^,1		611,870			1,790,230

Media - 4.4%
Imax Corp. (Canada)*		211,620			6,862,837
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		601,410			2,791,719

					9,654,556

Specialty Retail - 10.3%
Chico’s FAS, Inc.		183,690			2,797,599
Dick’s Sporting Goods, Inc.*		96,700			3,718,115
The Finish Line, Inc. -Class A		137,030			2,932,442
Group 1 Automotive, Inc.		56,040			2,307,727
Lumber Liquidators Holdings, Inc.*		132,110			3,355,594
Penske Automotive Group, Inc.		111,000			2,524,140
Select Comfort Corp.*		138,762			2,494,941
Sonic Automotive, Inc. - Class A		163,780			2,399,377

					22,529,935

Total Consumer Discretionary					46,416,100

Consumer Staples - 5.8%
Beverages - 3.0%
Boston Beer Co., Inc. - Class A*		26,830			2,403,968
C&C Group plc (Ireland)¹		497,040			2,586,182
Central European Distribution Corp.*		145,240			1,626,688

					6,616,838

Food & Staples Retailing - 1.1%
SUPERVALU, Inc.		251,100			2,362,851

Food Products - 1.7%
Flowers Foods, Inc.		107,145			2,361,476


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products (continued)
Tootsie Roll Industries, Inc.		44,254		$	1,294,872

					3,656,348

Total Consumer Staples					12,636,037

Energy - 7.1%
Energy Equipment & Services - 6.1%
Calfrac Well Services Ltd. (Canada)		60,840			2,004,134
Global Geophysical Services, Inc.*		153,680			2,735,504
ION Geophysical Corp.*		249,310			2,358,473
Key Energy Services, Inc.*		63,500			1,143,000
Petroleum Geo-Services ASA (Norway)*^,1		144,580			2,065,437
Trican Well Service Ltd. (Canada)		131,340			3,085,867

					13,392,415

Oil, Gas & Consumable Fuels - 1.0%
Paladin Energy Ltd. (Australia)*		793,210			2,154,814

Total Energy					15,547,229

Financials - 9.1%
Commercial Banks - 2.0%
First Commonwealth Financial Corp.		322,230			1,849,600
First Financial Bancorp		153,160			2,556,240

					4,405,840

Real Estate Investment Trusts (REITS) - 6.0%
American Campus Communities, Inc.		32,600			1,157,952
BioMed Realty Trust, Inc.		57,890			1,113,804
Corporate Office Properties Trust		85,740			2,667,371
DiamondRock Hospitality Co.		152,090			1,631,926
DuPont Fabros Technology, Inc.		65,620			1,653,624
Education Realty Trust, Inc.		140,020			1,199,971
Home Properties, Inc.		29,280			1,782,566
Sunstone Hotel Investors, Inc.*		204,170			1,892,656

					13,099,870

Thrifts & Mortgage Finance - 1.1%
First Niagara Financial Group, Inc.		183,630			2,423,916

Total Financials					19,929,626

Health Care - 14.4%
Health Care Equipment & Supplies - 5.8%
Abaxis, Inc.*		72,450			1,974,263
Alere, Inc.*		41,876			1,533,499
DexCom, Inc.*		79,760			1,155,722


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
HeartWare International, Inc.*		28,550		$	2,114,984
Insulet Corp.*		105,990			2,349,798
Quidel Corp.*		152,500			2,310,375
Thoratec Corp.*		34,100			1,119,162

					12,557,803

Health Care Providers & Services - 3.2%
Assisted Living Concepts, Inc. - Class A		66,900			1,122,582
Brookdale Senior Living, Inc.*		136,630			3,313,277
Capital Senior Living Corp.*		156,300			1,452,027
Sunrise Senior Living, Inc.*		120,740			1,150,652

					7,038,538

Life Sciences Tools & Services - 3.6%
Sequenom, Inc.*		543,940			4,106,747
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		209,520			3,679,171

					7,785,918

Pharmaceuticals - 1.8%
Green Cross Corp. (South Korea)¹		26,610			4,034,757

Total Health Care					31,417,016

Industrials - 21.1%
Air Freight & Logistics - 0.8%
Atlas Air Worldwide Holdings, Inc.*		31,400			1,868,614

Airlines - 3.5%
Copa Holdings S.A. - Class A (Panama)		49,220			3,284,943
US Airways Group, Inc.*		501,030			4,464,177

					7,749,120

Commercial Services & Supplies - 2.4%
Interface, Inc. - Class A		61,360			1,188,543
Tomra Systems ASA (Norway)¹		456,510			3,973,298

					5,161,841

Construction & Engineering - 0.7%
MYR Group, Inc.*		66,440			1,554,696

Machinery - 7.7%
Astec Industries, Inc.*		47,370			1,751,743
Graham Corp.		50,850			1,037,340
Meritor, Inc.*		106,240			1,704,090
Okano Valve Manufacturing Co. (Japan)¹		167,900			791,958
Titan International, Inc.		107,480			2,607,465
Wabash National Corp.*		447,610			4,194,106


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
Westport Innovations, Inc. (Canada)*		194,610		$	4,674,532

					16,761,234

Marine - 1.5%
Baltic Trading Ltd.		138,290			793,785
D/S Norden (Denmark)¹		73,680			2,538,410

					3,332,195

Road & Rail - 4.5%
Heartland Express, Inc.		133,310			2,207,614
Knight Transportation, Inc.		114,840			1,951,132
RailAmerica, Inc.*		373,540			5,603,100

					9,761,846

Total Industrials					46,189,546

Information Technology - 11.6%
Communications Equipment - 2.3%
Infinera Corp.*		507,180			3,504,614
Meru Networks, Inc.*		132,800			1,594,928

					5,099,542

Computers & Peripherals - 0.7%
Immersion Corp.*		173,210			1,477,481

Internet Software & Services - 2.5%
comScore, Inc.*		42,650			1,104,635
Liquidity Services, Inc.*		137,450			3,245,195
VistaPrint N.V. (Netherlands)*		20,630			987,145

					5,336,975

Software - 6.1%
CommVault Systems, Inc.*		31,930			1,419,289
DemandTec, Inc.*		165,350			1,504,685
Fortinet, Inc.*		40,210			1,097,331
QLIK Technologies, Inc.*		65,340			2,225,480
RealPage, Inc.*		42,870			1,134,769
SolarWinds, Inc.*		136,400			3,565,496
Taleo Corp. - Class A*		66,020			2,444,721

					13,391,771

Total Information Technology					25,305,769

Materials - 5.8%
Chemicals - 3.7%
Calgon Carbon Corp.*		244,600			4,158,200
Flotek Industries, Inc.*		253,510			2,159,905


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Chemicals (continued)
The Scotts Miracle-Gro Co. - Class A		35,400		$	1,816,374

					8,134,479

Construction Materials - 2.1%
Eagle Materials, Inc.		160,990			4,486,791

Total Materials					12,621,270

Utilities - 1.1%
Independent Power Producers & Energy Traders - 1.1%
GenOn Energy, Inc.*		607,963			2,346,737

TOTAL COMMON STOCKS (Identified Cost $184,208,735)					212,409,330


SHORT-TERM INVESTMENTS - 2.1%
Dreyfus Cash Management, Inc. - Institutional Shares², 0.10% (Identified Cost $4,483,582)		4,483,582			4,483,582

TOTAL INVESTMENTS - 99.4% (Identified Cost $188,692,317)					216,892,912

OTHER ASSETS, LESS LIABILITIES - 0.6%					1,330,535

NET ASSETS - 100%				$	218,223,447

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


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $188,692,317) (Note 2)	$	216,892,912
Foreign currency, at value (cost $27,018)		27,214
Receivable for securities sold		1,542,249
Dividends receivable		142,848
Receivable for fund shares sold		109,918
Foreign tax reclaims receivable		23,963


TOTAL ASSETS		218,739,104


LIABILITIES:

Accrued management fees (Note 3)		174,249
Accrued fund accounting and administration fees (Note 3)		9,787
Accrued transfer agent fees (Note 3)		3,906
Accrued Chief Compliance Officer service fees (Note 3)		466
Accrued directors’ fees (Note 3)		4
Payable for fund shares repurchased		287,914
Other payables and accrued expenses		39,331


TOTAL LIABILITIES		515,657


TOTAL NET ASSETS	$	218,223,447


NET ASSETS CONSIST OF:

Capital stock	$	219,562
Additional paid-in-capital		226,381,368
Undistributed net investment loss		(68,296	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(36,510,683	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		28,201,496


TOTAL NET ASSETS	$	218,223,447


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($218,223,447/21,956,240 shares)	$	9.94


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $48,807)	$	1,105,084


EXPENSES:

Management fees (Note 3)		1,072,882
Fund accounting and administration fees (Note 3)		26,799
Transfer agent fees (Note 3)		9,744
Directors’ fees (Note 3)		2,699
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		11,849
Miscellaneous		48,093


Total Expenses		1,173,380


NET INVESTMENT LOSS		(68,296	)


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

Net realized gain (loss) on-
Investments		28,451,717
Foreign currency and translation of other assets and liabilities		(7,478	)


		28,444,239


Net change in unrealized appreciation (depreciation) on-
Investments		(13,911,997	)
Foreign currency and translation of other assets and liabilities		463


		(13,911,534	)


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		14,532,705


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	14,464,409


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment loss		$	(68,296	)		$	(234,132	)
Net realized gain on investments and foreign currency			28,444,239				28,494,683
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(13,911,534	)			14,571,480


Net increase from operations			14,464,409				42,832,031


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)			(4,638,070	)			(6,344,912	)


Net increase in net assets			9,826,339				36,487,119

NET ASSETS:

Beginning of period			208,397,108				171,909,989


End of period (including undistributed net investment loss and undistributed net investment income of $(68,296) and $0, respectively)		$	218,223,447			$	208,397,108


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)

					For the Years Ended
					12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	9.29			$	7.39			$	4.98			$	10.21			$	13.08			$	13.66

Income (loss) from investment operations:
Net investment loss			(0.00)	^1,2			(0.01)	¹			(0.02)	¹			(0.02)				(0.01)				(0.05)
Net realized and unrealized gain (loss) on investments			0.65				1.91				2.43				(5.12)				(1.25)				2.55

Total from investment operations			0.65				1.90				2.41				(5.14)				(1.26)				2.50

Less distributions to shareholders:
From net realized gain on investments			—				—				—				(0.09)				(1.61)				(3.08)

Net asset value - End of period		$	9.94			$	9.29			$	7.39			$	4.98			$	10.21			$	13.08

Net assets - End of period (000’s omitted)		$	218,223			$	208,397			$	171,910			$	120,162			$	184,998			$	175,491

Total return³			7.00	%			25.71	%			48.39	%			(50.68	%)			(9.32	%)			18.06	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.09	%⁴			1.12	%			1.15	%			1.15	%			1.14	%			1.16	%
Net investment loss			(0.06	%)⁴			(0.13	%)			(0.34	%)			(0.39	%)			(0.08	%)			(0.40	%)
Portfolio turnover			42	%			75	%			76	%			68	%			64	%			85	%

* 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				0.00	%⁵			0.00	%⁵			N/A				N/A				N/A

¹	Calculated based on average shares outstanding during the period.

²	Less than $(0.01) per share.

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 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.			11

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Small Cap 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 principally in the common stocks of companies with small market capitalizations.

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, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 87.5 million have been designated as Small Cap Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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 June 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

46,416,100

38,254,772

8,161,328

—

Consumer Staples

12,636,037

10,049,855

2,586,182

—

Energy

15,547,229

13,481,792

2,065,437

—

Financials

19,929,626

—

Health Care

31,417,016

27,382,259

4,034,757

—

Industrials

46,189,546

38,885,880

7,303,666

—

Information Technology

25,305,769

—

Materials

12,621,270

—

Utilities

2,346,737

—

Preferred securities

—

Debt securities

—

Mutual funds

4,483,582

—

Other financial instruments**

—

Total assets

216,892,912

192,741,542

24,151,370

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

216,892,912

192,741,542

24,151,370

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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


					13

Notes to Financial Statements (unaudited)

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Federal Taxes


14

Notes to Financial Statements (unaudited)

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.


					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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $89,232,417 and $89,458,996, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Small Cap Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		951,196			$	9,078,842			2,171,584			$	16,811,321
Reinvested		—				—			—				—
Repurchased		(1,417,481	)			(13,716,912	)		(3,002,811	)			(23,156,233	)

Total		(466,285	)		$	(4,638,070	)		(831,227	)		$	(6,344,912	)

Approximately 90% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. At June 30, 2011, the retirement plan of the Advisor and its affiliates owned 42,305 shares (0.19% of shares outstanding) valued at $420,513.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES


16

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION

There were no distributions to shareholders for the year ended December 31, 2010 or the six months ended June 30, 2011.

At December 31, 2010, the Series had a capital loss carryover of $64,954,922, 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
$	12,581,033	December 31, 2016
$	52,373,889	December 31, 2017


Cost for federal income tax purposes	$	188,692,317
Unrealized appreciation	$	35,241,904
Unrealized depreciation		(7,041,309	)

Net unrealized appreciation	$	28,200,595


					17

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNSCS-6/11-SAR

LOGO

TECHNOLOGY SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,093.70		$	5.76
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.29		$	5.56

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.11%, 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 June 30, 2011 (unaudited)

LOGO

Top Ten Stock Holdings²


Liberty Global, Inc. - Class A	4.4	%
Qualcomm, Inc.	4.3	%
Google, Inc. - Class A	3.7	%
Autodesk, Inc.	3.6	%
Telefonaktiebolaget LM Ericsson - ADR (Sweden)	3.5	%


Alcatel-Lucent - ADR (France)	3.4	%
Sumco Corp. (Japan)	3.3	%
EMC Corp.	3.3	%
Indra Sistemas S.A. (Spain)	3.2	%
Liquidity Services, Inc.	3.2	%

²	As a percentage of total investments.


					2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS - 91.8%

Consumer Discretionary - 12.2%
Hotels, Restaurants & Leisure - 3.0%
Ctrip.com International Ltd. - ADR (China)*		117,630		$	5,067,500

Internet & Catalog Retail - 3.1%
Amazon.com, Inc.*		25,500			5,214,495

Media - 6.1%
Liberty Global, Inc. - Class A*		165,000			7,431,600
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		650,800			3,020,985

					10,452,585


Total Consumer Discretionary					20,734,580


Health Care - 3.1%
Health Care Technology - 3.1%
Cerner Corp.*		85,160			5,204,128


Information Technology - 72.0%
Communications Equipment - 17.8%
Alcatel-Lucent - ADR (France)*		980,600			5,658,062
Cisco Systems, Inc		290,000			4,526,900
Infinera Corp.*		638,430			4,411,551
Meru Networks, Inc.*		213,000			2,558,130
Qualcomm, Inc		128,000			7,269,120
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		405,000			5,823,900

					30,247,663

Computers & Peripherals - 7.7%
Apple, Inc.*		12,400			4,162,308
EMC Corp.*		198,000			5,454,900
Immersion Corp.*		410,000			3,497,300

					13,114,508

Electronic Equipment, Instruments & Components - 2.3%
Amphenol Corp. - Class A		73,000			3,941,270

Internet Software & Services - 16.7%
comScore, Inc.*		128,840			3,336,956
Google, Inc. - Class A*		12,230			6,193,027
Liquidity Services, Inc.*		225,700			5,328,777
VistaPrint N.V. (Netherlands)*		93,000			4,450,050
Yandex N.V. - Class A (Netherlands)*		103,300			3,668,183
Youku.com, Inc. - ADR (China)*		153,000			5,255,550

					28,232,543

IT Services - 8.4%
Amadeus IT Holding S.A. - Class A (Spain)*¹		176,000			3,658,320


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
Amdocs Ltd. (Guernsey)*		170,000		$	5,166,300
Indra Sistemas S.A. (Spain)¹		260,000			5,363,295

					14,187,915

Semiconductors & Semiconductor Equipment - 5.4%
Advantest Corp. (Japan)¹		196,000			3,608,247
Sumco Corp. (Japan)*¹		330,500			5,595,495

					9,203,742

Software - 13.7%
Autodesk, Inc.*		158,000			6,098,800
DemandTec, Inc.*		240,000			2,184,000
Fortinet, Inc.*		64,080			1,748,743
RealPage, Inc.*		86,000			2,276,420
SolarWinds, Inc.*		152,000			3,973,280
SuccessFactors, Inc.*		100,200			2,945,880
Taleo Corp. - Class A*		106,000			3,925,180

					23,152,303


Total Information Technology					122,079,944


Materials - 4.5%
Chemicals - 4.5%
Monsanto Co.		57,790			4,192,087
Shin-Etsu Chemical Co. Ltd. (Japan)¹		65,000			3,484,115

Total Materials					7,676,202

TOTAL COMMON STOCKS (Identified Cost $135,705,882)					155,694,854
SHORT-TERM INVESTMENTS - 6.8%
Dreyfus Cash Management, Inc. - Institutional Shares², 0.10% (Identified Cost $11,527,947)		11,527,947			11,527,947

TOTAL INVESTMENTS - 98.6% (Identified Cost $147,233,829)					167,222,801
OTHER ASSETS, LESS LIABILITIES - 1.4%					2,324,153

NET ASSETS - 100%				$	169,546,954

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


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $147,233,829) (Note 2)	$	167,222,801
Receivable for securities sold		2,495,595
Receivable for fund shares sold		140,808
Foreign tax reclaims receivable		18,640
Dividends receivable		2,040


TOTAL ASSETS		169,879,884


LIABILITIES:

Accrued management fees (Note 3)		134,673
Accrued fund accounting and administration fees (Note 3)		8,403
Accrued transfer agent fees (Note 3)		3,448
Accrued directors’ fees (Note 3)		513
Accrued Chief Compliance Officer service fees (Note 3)		466
Payable for fund shares repurchased		155,350
Other payables and accrued expenses		30,077


TOTAL LIABILITIES		332,930


TOTAL NET ASSETS	$	169,546,954


NET ASSETS CONSIST OF:

Capital stock	$	133,266
Additional paid-in-capital		137,774,217
Undistributed net investment loss		(304,256	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		11,954,116
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		19,989,611


TOTAL NET ASSETS	$	169,546,954


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($169,546,954/13,326,623 shares)	$	12.72


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011



INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $71,545)	$	619,890
Interest		3,582


Total Investment Income		623,472


EXPENSES:

Management fees (Note 3)		834,225
Fund accounting and administration fees (Note 3)		23,862
Transfer agent fees (Note 3)		8,246
Directors’ fees (Note 3)		2,574
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		8,796
Miscellaneous		48,542


Total Expenses		927,559


NET INVESTMENT LOSS		(304,087	)


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

Net realized gain (loss) on-
Investments		26,600,108
Foreign currency and translation of other assets and liabilities		(2,122	)


		26,597,986


Net change in unrealized appreciation (depreciation) on-
Investments		(11,457,718	)
Foreign currency and translation of other assets and liabilities		639


		(11,457,079	)


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		15,140,907


NET INCREA\SE IN NET ASSETS RESULTING FROM OPERATIONS	$	14,836,820


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment loss		$	(304,087	)		$	(935,982	)
Net realized gain on investments and foreign currency			26,597,986				16,822,648
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(11,457,079	)			14,923,959


Net increase from operations			14,836,820				30,810,625


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)			(12,689,711	)			(21,141,317	)


Net increase in net assets			2,147,109				9,669,308

NET ASSETS:

Beginning of period			167,399,845				157,730,537


End of year (including undistributed net investment loss of $304,256 and $169, respectively)		$	169,546,954			$	167,399,845

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


7

Financial Highlights


					For the Years Ended
	For the Six Months Ended 6/30/11 (unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.63			$	9.73			$	6.01			$	11.29			$	10.41			$	8.37

Income (loss) from investmentoperations:
Net investment loss			(0.02	)¹			(0.06	)¹			(0.05	)¹			(0.05	)			(0.05	)			(0.01	)
Net realized and unrealized gain (loss)on investments			1.11				1.96				3.77				(5.09	)			2.34				2.05

Total from investment operations			1.09				1.90				3.72				(5.14	)			2.29				2.04

Less distributions to shareholders:
From net realized gain on investments			—				—				—				(0.14	)			(1.41	)			—

Net asset value - End of period		$	12.72			$	11.63			$	9.73			$	6.01			$	11.29			$	10.41

Net assets - End of period (000’s omitted)		$	169,547			$	167,400			$	157,731			$	123,112			$	227,679			$	167,252

Total return²			9.37	%			19.53	%			61.90	%			(45.86	%)			22.55	%			24.37	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.11	%³			1.12	%			1.13	%			1.13	%			1.13	%			1.16	%
Net investment loss			(0.36	%)³			(0.58	%)			(0.68	%)			(0.53	%)			(0.53	%)			(0.14	%)
Portfolio turnover			33	%			70	%			55	%			65	%			79	%			83	%

* 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

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 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.


					8

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Technology 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 principally in the common stocks of companies in technology-based industries.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). On August 8, 2000, the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates. The Series resumed offering shares directly to investors on May 18, 2004, as it had done previously from time to time. 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Technology Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Debt securities, including corporate bonds, 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 directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.


9

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of June 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

20,734,580

17,713,595

3,020,985

—

Health Care

5,204,128

—

Information Technology

122,079,944

103,854,587

18,225,357

—

Materials

7,676,202

4,192,087

3,484,115

—

Preferred securities

—

Debt securities

—

Mutual funds

11,527,947

—

Other financial instruments**

—

Total assets

167,222,801

142,492,344

24,730,457

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

167,222,801

142,492,344

24,730,457

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of December 31, 2010 or June 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 we no significant transfers between Level 1 and Level 2 during the six months ended June 30, 2011.

Recent Accounting Standard


					10

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

3: quantitative information about the unobservable inputs and assumptions used in the fair value measurement, a description of the valuation policies and procedures and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, the amounts and reasons for all transfers in and out of Level 1 and Level 2 will be required to be disclosed. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2011, and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Series’ financial statements and disclosures.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Federal Taxes


11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least April 30, 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 1.20% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.


					12

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $54,296,918 and $79,684,431, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Technology Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		689,335			$	8,548,416			1,704,514			$	17,060,290
Reinvested		—				—			—				—
Repurchased		(1,755,390	)			(21,238,127	)		(3,526,619	)			(38,201,607	)

Total		(1,066,055	)		$	(12,689,711	)		(1,822,105	)		$	(21,141,317	)

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES


13

Notes to Financial Statements (unaudited)

8.	TECHNOLOGY SECURITIES

The Series may focus its investments in certain related technology industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified.

9.	FEDERAL INCOME TAX INFORMATION

There were no distributions to shareholders for the year ended December 31, 2010 or the six months ended June 30, 2011.

At December 31, 2010, the Series had a capital loss carryover of $14,531,914 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
$ 3,181,311		December 31, 2016
$11,350,603		December 31, 2017


Cost for federal income tax purposes	$	147,345,785
Unrealized appreciation	$	26,264,026
Unrealized depreciation		(6,387,010	)

Net unrealized appreciation	$	19,877,016


					14

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^this 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^stand 3^rdquarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNTEC-6/11-SAR

LOGO


		FINANCIAL SERVICES SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,049.70		$	5.69
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.24		$	5.61

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.12%, 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 (unaudited)

As of June 30, 2011

LOGO

Top Ten Stock Holdings²


MasterCard, Inc. - Class A	4.8	%
Visa, Inc. - Class A	4.6	%
JPMorgan Chase & Co.	4.2	%
CME Group, Inc.	4.1	%
The Western Union Co.	3.9	%

²	As a percentage of total investments.


State Street Corp.	3.9	%
The Bank of New York Mellon Corp.	3.6	%
Allianz SE (Germany)	3.3	%
Edenred (France)	3.0	%
People’s United Financial, Inc.	3.0	%


2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares			Value (Note 2)

COMMON STOCKS - 98.8%

Financials - 77.8%
Capital Markets - 18.4%
The Bank of New York Mellon Corp.¹		221,000			$	5,662,020
The Charles Schwab Corp		264,000				4,342,800
Evercore Partners, Inc. - Class A		56,000				1,865,920
GAM Holding AG (Switzerland)²		247,110				4,065,799
Greenhill & Co., Inc		38,000				2,045,160
Lazard Ltd. - Class A (Bermuda)		53,000				1,966,300
Northern Trust Corp.		54,000				2,481,840
State Street Corp.		135,000				6,087,150

						28,516,989

Commercial Banks - 22.1%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		241,000				2,829,340
Banco Santander S.A. - ADR (Spain)		385,000				4,431,350
Barclays plc - ADR (United Kingdom)		66,000				1,084,380
CIT Group, Inc.*		73,000				3,230,980
First Commonwealth Financial Corp.		423,000				2,428,020
First Financial Bancorp		80,000				1,335,200
HSBC Holdings plc - ADR (United Kingdom)		83,540				4,145,255
ICICI Bank Ltd. - ADR (India)		65,260				3,217,318
Societe Generale - ADR (France)³		137,050				1,628,839
Standard Chartered plc (United Kingdom)²		116,000				3,047,060
U.S. Bancorp		169,670				4,328,282
Wells Fargo & Co.		92,000				2,581,520

						34,287,544

Consumer Finance - 4.8%
American Express Co.		71,400				3,691,380
Discover Financial Services		142,000				3,798,500

						7,489,880

Diversified Financial Services - 15.7%
Bank of America Corp.		205,000				2,246,800
Bolsas y Mercados Espanoles S.A. (Spain)²		93,000				2,765,742
CME Group, Inc.		21,700				6,327,503
Deutsche Boerse AG (Germany)²		37,000				2,809,409
JPMorgan Chase & Co.		161,000				6,591,340
MarketAxess Holdings, Inc.		145,000				3,633,700

						24,374,494

Insurance - 11.3%			��
Allianz SE (Germany)²		37,000				5,159,562
The Allstate Corp.		124,000				3,785,720
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		1,300				1,624,323
Mapfre S.A. (Spain)²		766,000				2,842,048


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Insurance (continued)
Zurich Financial Services AG (Switzerland)²		16,500		$	4,175,155

					17,586,808

Thrifts & Mortgage Finance - 5.5%
First Niagara Financial Group, Inc.		296,000			3,907,200
People’s United Financial, Inc.		345,000			4,636,800

					8,544,000

Total Financials					120,799,715

Industrials - 3.0%
Commercial Services & Supplies - 3.0%
Edenred (France)²		155,000			4,729,255

Information Technology - 18.0%
IT Services - 18.0%
Cielo S.A. (Brazil)		148,000			3,670,009
MasterCard, Inc. - Class A		24,700			7,443,098
Redecard S.A. (Brazil)		240,000			3,598,501
Visa, Inc. - Class A		85,100			7,170,526
The Western Union Co.		305,000			6,109,150

Total Information Technology					27,991,284

TOTAL COMMON STOCKS (Identified Cost $147,471,729)					153,520,254


SHORT-TERM INVESTMENTS - 1.0%
Dreyfus Cash Management, Inc. - Institutional Shares⁴, 0.10% (Identified Cost $1,582,784)		1,582,784			1,582,784

TOTAL INVESTMENTS - 99.8% (Identified Cost $149,054,513)					155,103,038
OTHER ASSETS, LESS LIABILITIES - 0.2%					269,895

NET ASSETS - 100%				$	155,372,933

ADR - American Depository Receipt

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

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 June 30, 2011.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $149,054,513) (Note 2)	$	155,103,038
Foreign currency, at value (cost $2,866)		2,907
Cash		2,784,151
Dividends receivable		249,092
Foreign tax reclaims receivable		140,297
Receivable for fund shares sold		137,769


TOTAL ASSETS		158,417,254


LIABILITIES:

Accrued management fees (Note 3)		123,329
Accrued fund accounting and administration fees (Note 3)		7,932
Accrued transfer agent fees (Note 3)		3,424
Accrued Chief Compliance Officer service fees (Note 3)		465
Accrued directors’ fees (Note 3)		54
Payable for securities purchased		2,784,152
Payable for fund shares repurchased		79,463
Other payables and accrued expenses		45,502


TOTAL LIABILITIES		3,044,321


TOTAL NET ASSETS	$	155,372,933


NET ASSETS CONSIST OF:

Capital stock	$	253,316
Additional paid-in-capital		249,660,944
Undistributed net investment income		1,687,032
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(102,290,971	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,062,612


TOTAL NET ASSETS	$	155,372,933

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($155,372,933/25,331,623 shares)	$	6.13


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $125,662)	$	2,491,464


EXPENSES:

Management fees (Note 3)		763,382
Fund accounting and administration fees (Note 3)		22,964
Transfer agent fees (Note 3)		8,227
Directors’ fees (Note 3)		1,995
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		9,866
Miscellaneous		44,666


Total Expenses		852,414


NET INVESTMENT INCOME		1,639,050


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

Net realized gain (loss) on-
Investments		5,538,950
Foreign currency and translation of other assets and liabilities		(52,584	)


		5,486,366


Net change in unrealized appreciation on-
Investments		177,372
Foreign currency and translation of other assets and liabilities		7,358


		184,730


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		5,671,096


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,310,146


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)			For the Year Ended 12/31/10
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income		$	1,639,050		$	1,754,914
Net realized gain on investments and foreign currency			5,486,366			2,647,027
Net change in unrealized appreciation on investments and foreign currency			184,730			4,476,137


Net increase from operations			7,310,146			8,878,078


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income			—			(1,786,293	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			3,883,335			6,672,693


Net increase in net assets			11,193,481			13,764,478

NET ASSETS:

Beginning of period			144,179,452			130,414,974


End of period (including undistributed net investment income of $1,687,032 and $47,982, respectively)		$	155,372,933		$	144,179,452


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)

					For the Years Ended
					12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period..		$	5.84			$	5.55			$	5.14			$	9.34			$	12.51			$	10.70

Income (loss) from investment operations:
Net investment income			0.06	¹			0.07	¹			0.10	¹			0.17				0.19				0.10
Net realized and unrealized gain (loss) on investments			0.23				0.29				0.44				(4.19	)			(2.36	)			2.00

Total from investment operations			0.29				0.36				0.54				(4.02	)			(2.17	)			2.10

Less distributions to shareholders:
From net investment income			—				(0.07	)			(0.13	)			(0.18	)			(0.18	)			(0.11	)
From net realized gain on investments			—				—				—				—				(0.82	)			(0.18	)

Total distributions to shareholders			—				(0.07	)			(0.13	)			(0.18	)			(1.00	)			(0.29	)

Net asset value - End of period		$	6.13			$	5.84			$	5.55			$	5.14			$	9.34			$	12.51

Net assets - End of period (000’s omitted)		$	155,373			$	144,179			$	130,415			$	129,369			$	220,097			$	132,855

Total return²			4.97	%			6.56	%			10.54	%			(42.98	%)			(17.46	%)			19.62	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.12	%³			1.14	%			1.14	%			1.12	%			1.15	%			1.18	%
Net investment income			2.15	%³			1.31	%			2.01	%			2.34	%			1.72	%			1.14	%
Portfolio turnover			28	%			49	%			98	%			41	%			38	%			30	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees and 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

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 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%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Financial Services 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 principally in the common stocks of companies in the financial services industry.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Financial Services Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


					9

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*:

Financials

120,799,715

94,306,101

26,493,614

—

Industrials

4,729,255

—

4,729,255

—

Information Technology

27,991,284

—

Preferred securities

—

Debt securities

—

Mutual funds

1,582,784

—

Other financial instruments**

—

Total assets

155,103,038

123,880,169

31,222,869

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

155,103,038

123,880,169

31,222,869

—

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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard


10

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Series’ financial statements and disclosures.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Federal Taxes


					11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES


12

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $53,077,002 and $41,442,301, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Financial Services Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		1,586,333			$	9,667,270			3,059,077			$	17,083,766
Reinvested		—				—			298,746				1,727,732
Repurchased		(949,023	)			(5,783,935	)		(2,175,056	)			(12,138,805	)

Total		637,310			$	3,883,335			1,182,767			$	6,672,693

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES


					13

Notes to Financial Statements (unaudited)

8.	FINANCIAL SERVICES SECURITIES

The Series may focus its investments in certain related financial services industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified.

9.	FEDERAL INCOME TAX INFORMATION

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


Ordinary income			$	1,786,293

At December 31, 2010, the Series had a capital loss carryover of $107,605,337, 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
$	50,750,210	December 31, 2016
$	51,187,679	December 31, 2017
$	5,667,448	December 31, 2018


Cost for federal income tax purposes	$	149,159,923
Unrealized appreciation	$	12,057,548
Unrealized depreciation		(6,114,433	)

Net unrealized appreciation	$	5,943,115


14

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNFNS-6/11-SAR

LOGO


		REAL ESTATE SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,079.50		$	6.08
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.94		$	5.91

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.18%, 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 June 30, 2011 (unaudited)

LOGO

Top Ten Stock Holdings²


Simon Property Group, Inc.	5.1	%
BioMed Realty Trust, Inc.	5.0	%
Digital Realty Trust, Inc.	5.0	%
Boston Properties, Inc.	3.5	%
DuPont Fabros Technology, Inc.	3.2	%

²	As a percentage of total investments.


Host Hotels & Resorts, Inc.	3.2	%
Health Care REIT, Inc.	3.1	%
Corporate Office Properties Trust	3.1	%
Sovran Self Storage, Inc.	3.0	%
Alexandria Real Estate Equities, Inc.	2.9	%


2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS - 99.2%

Consumer Discretionary - 5.3%
Hotels, Restaurants & Leisure - 3.3%
7 Days Group Holdings Ltd. - ADR (Cayman Islands)*		23,600		$	456,188
Accor S.A. (France)¹		23,000			1,028,969
Hyatt Hotels Corp. - Class A*		19,840			809,869
Intercontinental Hotels Group plc (United Kingdom)¹		45,900			939,613

					3,234,639

Household Durables - 2.0%
DR Horton, Inc.		36,500			420,480
Lennar Corp. - Class A		30,000			544,500
NVR, Inc.*		666			483,170
Toll Brothers, Inc.*		22,800			472,872

					1,921,022

Total Consumer Discretionary					5,155,661

Financials - 92.3%
Real Estate Management & Development - 0.4%
Thomas Properties Group, Inc.*		122,000			391,620

REITS - Apartments - 20.7%
American Campus Communities, Inc.		73,210			2,600,419
Apartment Investment & Management Co. - Class A		98,000			2,501,940
Associated Estates Realty Corp.		57,000			926,250
AvalonBay Communities, Inc.		19,100			2,452,440
Camden Property Trust		38,710			2,462,730
Education Realty Trust, Inc.		60,000			514,200
Equity Residential		41,000			2,460,000
Home Properties, Inc.		41,440			2,522,867
Mid-America Apartment Communities, Inc.		20,430			1,378,412
UDR, Inc.		100,000			2,455,000

					20,274,258

REITS - Diversified - 12.3%
British Land Co. plc (United Kingdom)¹		108,000			1,055,927
Coresite Realty Corp.		63,000			1,033,200
Digital Realty Trust, Inc.		79,200			4,892,976
DuPont Fabros Technology, Inc.		123,000			3,099,600
Land Securities Group plc (United Kingdom)¹		77,000			1,053,367
Morguard Real Estate Investment Trust (Canada)		58,690			941,401

					12,076,471

REITS - Health Care - 9.9%
Cogdell Spencer, Inc.		332,520			1,991,795
HCP, Inc.		70,790			2,597,285
Health Care REIT, Inc.		57,680			3,024,162


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Health Care (continued)
Healthcare Realty Trust, Inc.		55,580		$	1,146,616
LTC Properties, Inc.		33,600			934,752

					9,694,610

REITS - Hotels - 8.6%
DiamondRock Hospitality Co.		79,410			852,069
Host Hotels & Resorts, Inc.		182,030			3,085,410
LaSalle Hotel Properties		33,890			892,663
Pebblebrook Hotel Trust		138,000			2,786,220
Sunstone Hotel Investors, Inc.*		86,800			804,636

					8,420,998

REITS - Manufactured Homes - 2.5%
Equity Lifestyle Properties, Inc.		39,030			2,437,033

REITS - Office Property - 15.6%
Alexandria Real Estate Equities, Inc.		36,420			2,819,636
BioMed Realty Trust, Inc.		255,740			4,920,438
Boston Properties, Inc.		32,120			3,409,859
Corporate Office Properties Trust		96,740			3,009,581
Mack-Cali Realty Corp.		33,400			1,100,196

					15,259,710

REITS - Regional Malls - 7.1%
General Growth Properties, Inc.		120,370			2,008,975
Simon Property Group, Inc.		43,000			4,997,890

					7,006,865

REITS - Shopping Centers - 5.8%
Cedar Shopping Centers, Inc.		362,700			1,867,905
Equity One, Inc.		43,000			801,520
Kimco Realty Corp.		107,610			2,005,850
Tanger Factory Outlet Centers		37,170			995,041

					5,670,316

REITS - Single Tenant - 3.3%
National Retail Properties, Inc.		65,070			1,594,866
Realty Income Corp.		50,630			1,695,599

					3,290,465

REITS - Storage - 6.1%
Public Storage		24,700			2,816,047
Sovran Self Storage, Inc.		70,800			2,902,800


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Storage (continued)
U-Store-It Trust		21,300		$	224,076

					5,942,923

Total Financials					90,465,269

Industrials - 0.9%
Transportation Infrastructure - 0.9%
Groupe Eurotunnel S.A. (France)¹		83,000			928,768

Utilities - 0.7%
Electric Utilities - 0.7%
AET&D Holdings No. 1 Ltd. (Australia)²		125,000			—
Brookfield Infrastructure Partners LP - ADR (Bermuda)		28,700			718,935

Total Utilities					718,935

TOTAL COMMON STOCKS (Identified Cost $78,941,412)					97,268,633


SHORT-TERM INVESTMENTS - 0.4%
Dreyfus Cash Management, Inc. - Institutional Shares³, 0.10% (Identified Cost $404,946)		404,946			404,946


TOTAL INVESTMENTS - 99.6% (Identified Cost $79,346,358)					97,673,579
OTHER ASSETS, LESS LIABILITIES - 0.4%					351,566

NET ASSETS - 100%				$	98,025,145

No. - Number

REITS - Real Estate Investment Trusts

*	Non-income producing security

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

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

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


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $79,346,358) (Note 2)	$	97,673,579
Foreign currency, at value (cost $493)		482
Receivable for securities sold		424,708
Dividends receivable		287,831
Receivable for fund shares sold		72,316
Foreign tax reclaims receivable		2,005


TOTAL ASSETS		98,460,921


LIABILITIES:

Accrued management fees (Note 3)		79,570
Accrued fund accounting and administration fees (Note 3)		6,044
Accrued transfer agent fees (Note 3)		2,821
Accrued Chief Compliance Officer service fees (Note 3)		464
Payable for securities purchased		224,823
Payable for fund shares repurchased		77,839
Audit fees payable		24,133
Other payables and accrued expenses		20,082


TOTAL LIABILITIES		435,776


TOTAL NET ASSETS	$	98,025,145


NET ASSETS CONSIST OF:

Capital stock	$	72,191
Additional paid-in-capital		73,580,599
Undistributed net investment income		1,020,697
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		5,024,397
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		18,327,261


TOTAL NET ASSETS	$	98,025,145


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($98,025,145/7,219,107 shares)	$	13.58


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $13,855)	$	1,585,575


EXPENSES:

Management fees (Note 3)		471,648
Fund accounting and administration fees (Note 3)		19,383
Transfer agent fees (Note 3)		7,229
Directors’ fees (Note 3)		3,821
Chief Compliance Officer service fees (Note 3)		1,316
Custodian fees		3,610
Miscellaneous		51,193


Total Expenses		558,200


NET INVESTMENT INCOME		1,027,375


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

Net realized gain on-
Investments		3,654,280
Foreign currency and translation of other assets and liabilities		512


		3,654,792


Net change in unrealized appreciation (depreciation) on-
Investments		2,558,433
Foreign currency and translation of other assets and liabilities		(63	)


		2,558,370


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		6,213,162


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,240,537


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)			For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	1,027,375		$	813,285
Net realized gain on investments and foreign currency			3,654,792			4,455,514
Net change in unrealized appreciation on investments and foreign currency			2,558,370			12,074,302


Net increase from operations			7,240,537			17,343,101


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income			—			(842,827	)
From net realized gain on investments			—			(3,149,000	)


Total distributions to shareholders			—			(3,991,827	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			1,648,633			6,606,115


Net increase in net assets			8,889,170			19,957,389

NET ASSETS:

Beginning of period			89,135,975			69,178,586


End of period (including undistributed net investment income of $1,020,697 and distributions in excess of net investment income of $6,678, respectively)		$	98,025,145		$	89,135,975


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10				For the Period 11/10/09¹to 12/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.58			$	10.61			$	10.00

Income from investment operations:
Net investment income²			0.14				0.12				0.02
Net realized and unrealized gain on investments			0.86				2.44				0.62

Total from investment operations			1.00				2.56				0.64

Less distributions to shareholders:
From net investment income			—				(0.12	)			(0.02	)
From net realized gain on investments			—				(0.47	)			(0.01	)

Total distributions to shareholders			—				(0.59	)			(0.03	)

Net asset value - End of period		$	13.58			$	12.58			$	10.61

Net assets - End of period (000’s omitted)		$	98,025			$	89,136			$	69,179

Total return³			7.95	%			24.40	%			6.36	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*			1.18	%⁴			1.20	%			1.20	%⁴
Net investment income			2.18	%⁴			1.02	%			1.43	%⁴
Portfolio turnover			13	%			34	%			3	%

* 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 Series, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.01	%			0.38	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the periods.

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.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Real Estate 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 long-term growth by investing principally in the common stocks of companies in real estate-based industries.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Real Estate Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


10

Notes to Financial Statements (unaudited)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 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

5,155,661

3,187,079

1,968,582

—

Financials

90,465,269

88,355,975

2,109,294

—

Industrials

928,768

—

928,768

—

Utilities

718,935

—

***

Preferred securities

—

Debt securities

—

Mutual funds

404,946

—

Other financial instruments**

—

Total assets

97,673,579

92,666,935

5,006,644

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

97,673,579

92,666,935

5,006,644

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

***	AET&D Holdings No.1 Ltd. is a Level 3 security as of June 30, 2011. However, there is no cost or market value for this security reported in the financial statements.

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 transfers between Level 1 and Level 2 during the six months ended June 30, 2011.

Recent Accounting Standard


					11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Series’ financial statements and disclosures.

Security Transactions, Investment Income and Expenses

The Fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

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

Federal Taxes


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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 December 31, 2009 and the year ended December 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.

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES


					13

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $15,997,311 and $12,851,383, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Real Estate Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		390,729			$	5,084,839			938,366			$	11,015,288
Reinvested		—				—			326,194				3,931,823
Repurchased		(259,961	)			(3,436,206	)		(694,124	)			(8,340,996	)

Total		130,768			$	1,648,633			570,436			$	6,606,115

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS


14

Notes to Financial Statements (unaudited)

7.	FOREIGN SECURITIES

8.	REAL ESTATE SECURITIES

The Series may focus its investments in certain real estate related industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified.

9.	FEDERAL INCOME TAX INFORMATION


Ordinary income	$	3,765,261
Long-term capital gains		226,566


Cost for federal income tax purposes	$	79,350,521
Unrealized appreciation	$	19,251,971
Unrealized depreciation		(928,913	)

Net unrealized appreciation	$	18,323,058


					15

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNRE-6/11-SAR

LOGO


		INTERNATIONAL SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,088.10		$	5.75
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.29		$	5.56

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.11%, 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 June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS - 90.3%

Consumer Discretionary - 12.3%
Auto Components - 1.6%
Hankook Tire Co. Ltd. (South Korea)¹		178,870		$	7,652,437

Automobiles - 1.9%
Hero Honda Motors Ltd. (India)¹		42,450			1,784,977
Maruti Suzuki India Ltd. (India)¹		44,940			1,169,611
Yamaha Motor Co. Ltd. (Japan)*¹		330,000			6,061,332

					9,015,920

Hotels, Restaurants & Leisure - 1.0%
Indian Hotels Co. Ltd. (India)¹		1,469,000			2,550,460
Thomas Cook Group plc (United Kingdom)¹		1,067,000			2,280,209

					4,830,669

Household Durables - 1.7%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		783,010			1,805,634
LG Electronics, Inc. (South Korea)¹		32,640			2,544,973
PDG Realty S.A. Empreendimentos e Participacoes (Brazil)		87,074			490,424
Rodobens Negocios Imobiliarios S.A. (Brazil)		367,000			3,245,186

					8,086,217

Media - 4.4%
Mediaset Espana Comunicacion S.A. (Spain)¹		1,120,600			9,743,683
Reed Elsevier plc - ADR (United Kingdom)		60,311			2,200,145
Societe Television Francaise 1 (France)¹		108,530			1,979,782
Wolters Kluwer N.V. (Netherlands)¹		114,447			2,537,373
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		850,000			3,945,663

					20,406,646

Multiline Retail - 0.9%
PPR (France)¹		22,930			4,083,975

Specialty Retail - 0.8%
Inditex S.A. (Spain)¹		23,000			2,095,629
Komeri Co. Ltd. (Japan)¹		67,000			1,826,845

					3,922,474

Total Consumer Discretionary					57,998,338

Consumer Staples - 16.2%
Beverages - 2.8%
Diageo plc (United Kingdom)¹		322,810			6,604,373
Kirin Holdings Co. Ltd. (Japan)¹		215,000			2,997,299
United Spirits Ltd. (India)¹		155,400			3,415,466

					13,017,138


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food & Staples Retailing - 4.2%
Carrefour S.A. (France)¹		165,082		$	6,786,484
Casino Guichard-Perrachon S.A. (France)¹		34,170			3,220,546
President Chain Store Corp. (Taiwan)¹		352,320			2,041,238
Tesco plc (United Kingdom)¹		1,217,410			7,865,689

					19,913,957

Food Products - 6.6%
Barry Callebaut AG (Switzerland)*¹		4,400			4,363,532
Danone S.A. (France)¹		40,012			2,987,039
Nestle S.A. (Switzerland)¹		105,220			6,547,687
Suedzucker AG (Germany)¹		90,690			3,229,223
Unilever plc - ADR (United Kingdom)		420,230			13,611,250

					30,738,731

Household Products - 2.3%
Hindustan Unilever Ltd. (India)¹		250,540			1,928,699
Reckitt Benckiser Group plc (United Kingdom)¹		164,270			9,073,005

					11,001,704

Personal Products - 0.3%
Kao Corp. (Japan)¹		47,000			1,235,827

Total Consumer Staples					75,907,357

Energy - 3.1%
Oil, Gas & Consumable Fuels - 3.1%
Repsol YPF S.A. (Spain)¹		56,900			1,973,615
Royal Dutch Shell plc - Class B - ADR (Netherlands)		87,780			6,298,215
Royal Dutch Shell plc - Class B (Netherlands)¹		88,430			3,155,720
Total S.A. (France)¹		56,580			3,271,105

Total Energy					14,698,655

Financials - 9.1%
Capital Markets - 0.4%
Daiwa Securities Group, Inc. (Japan)¹		98,000			431,778
Nomura Holdings, Inc. (Japan)¹		78,900			389,347
OSK Holdings Berhad (Malaysia)¹		2,089,500			1,060,498

					1,881,623

Commercial Banks - 1.6%
BNP Paribas S.A. (France)¹		28,330			2,184,510
Credit Agricole S.A. (France)¹		63,090			947,829
Hong Leong Financial Group Berhad (Malaysia)¹		816,800			3,569,923
Societe Generale S.A. (France)¹		15,410			912,679

					7,614,941


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Diversified Financial Services - 0.2%
ING Groep N.V. (Netherlands)*¹		65,395		$	805,900

Insurance - 4.9%
Allianz SE (Germany)¹		40,870			5,699,224
AXA S.A. (France)¹		56,372			1,279,661
Mapfre S.A. (Spain)¹		1,877,000			6,964,131
Mapfre S.A. (Spain) - Rights*²		885,000			12,834
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		40,610			6,199,359
Zurich Financial Services AG (Switzerland)¹		10,500			2,656,917

					22,812,126

Real Estate Investment Trusts (REITS) - 1.2%
Alstria Office REIT AG (Germany)¹		389,547			5,875,009

Thrifts & Mortgage Finance - 0.8%
Aareal Bank AG (Germany)*¹		115,790			3,962,938

Total Financials					42,952,537

Health Care - 11.9%
Health Care Equipment & Supplies - 1.3%
Straumann Holding AG (Switzerland)¹		25,776			6,216,034

Health Care Providers & Services - 3.2%
Amil Participacoes S.A. (Brazil)		350,000			4,063,691
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		37,442			2,796,917
Odontoprev S.A. (Brazil)		492,000			8,291,161

					15,151,769

Pharmaceuticals - 7.4%
AstraZeneca plc (United Kingdom)¹		27,960			1,397,481
AstraZeneca plc - ADR (United Kingdom)		171,350			8,579,496
Bayer AG (Germany)¹		100,000			8,031,704
GlaxoSmithKline plc (United Kingdom)¹		172,980			3,707,710
Novartis AG - ADR (Switzerland)		49,000			2,994,390
Sanofi (France)¹		26,423			2,125,495
Shire plc (Ireland)¹		195,160			6,102,026
Takeda Pharmaceutical Co. Ltd. (Japan)¹		34,900			1,612,971

					34,551,273

Total Health Care					55,919,076

Industrials - 15.3%
Airlines - 1.0%
Deutsche Lufthansa AG (Germany)¹		206,580			4,499,577

Commercial Services & Supplies - 1.6%
Taiwan Secom Co. Ltd. (Taiwan)¹		777,210			1,506,044


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Commercial Services & Supplies (continued)
Tomra Systems ASA (Norway)¹		689,080		$	5,997,503

					7,503,547

Construction & Engineering - 0.7%
Larsen & Toubro Ltd. (India)¹		85,270			3,487,776

Electrical Equipment - 3.0%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		138,000			3,581,100
Alstom S.A. (France)¹		97,560			6,009,212
Bharat Heavy Electricals Ltd. (India)¹		30,080			1,382,774
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		4,084,000			2,951,018

					13,924,104

Industrial Conglomerates - 2.9%
Siemens AG (Germany)¹		100,600			13,824,619

Machinery - 2.7%
FANUC Corp. (Japan)¹		55,000			9,197,268
Jain Irrigation Systems Ltd. (India)¹		897,440			3,430,376

					12,627,644

Road & Rail - 2.4%
All America Latina Logistica S.A. (Brazil)		1,343,000			11,333,297

Transportation Infrastructure - 1.0%
Malaysia Airports Holdings Berhad (Malaysia)¹		2,148,700			4,604,103

Total Industrials					71,804,667

Information Technology - 7.7%
Communications Equipment - 0.2%
D-Link Corp. (Taiwan)¹		1,120,606			1,028,036

Electronic Equipment, Instruments & Components - 3.2%
Hitachi Ltd. (Japan)¹		1,531,000			9,086,490
Keyence Corp. (Japan)¹		15,645			4,442,096
Yageo Corp. (Taiwan)¹		2,931,000			1,336,177

					14,864,763

IT Services - 0.7%
Cap Gemini S.A. (France)¹		56,320			3,297,989

Semiconductors & Semiconductor Equipment - 2.6%
Infineon Technologies AG (Germany)¹		770,000			8,652,040
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		275,315			3,471,722

					12,123,762


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Software - 1.0%
SAP AG (Germany)¹		76,970		$	4,666,588

Total Information Technology					35,981,138

Materials - 4.2%
Chemicals - 3.6%
Arkema S.A. (France)¹		1,229			126,406
BASF SE (Germany)¹		96,000			9,410,107
Linde AG (Germany)¹		41,500			7,281,066

					16,817,579

Construction Materials - 0.6%
Taiwan Cement Corp. (Taiwan)¹		1,899,827			2,838,046

Total Materials					19,655,625

Telecommunication Services - 7.7%
Diversified Telecommunication Services - 5.4%
France Telecom S.A. (France)¹		155,920			3,315,423
France Telecom S.A. - ADR (France)		38,800			826,052
Swisscom AG - ADR (Switzerland)³		106,400			4,868,864
Telefonica S.A. - ADR (Spain)		579,000			14,179,710
Telenor ASA - ADR (Norway)³		47,980			2,365,414

					25,555,463

Wireless Telecommunication Services - 2.3%
DiGi.com Berhad (Malaysia)¹		284,200			2,734,501
SK Telecom Co. Ltd. - ADR (South Korea)		419,689			7,848,184

					10,582,685

Total Telecommunication Services					36,138,148

Utilities - 2.8%
Electric Utilities - 1.0%
E.ON AG (Germany)¹		164,441			4,674,163

Multi-Utilities - 1.0%
GDF Suez (France)¹		51,850			1,895,004
National Grid plc (United Kingdom)¹		286,530			2,820,668

					4,715,672

Water Utilities - 0.8%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		182,000			3,650,146

Total Utilities					13,039,981

TOTAL COMMON STOCKS (Identified Cost $351,340,712)					424,095,522


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

Investment Portfolio - June 30, 2011 (unaudited)


		Value
SHORT-TERM INVESTMENTS - 12.3%
Dreyfus Cash Management, Inc. - Institutional Shares⁴, 0.10%, (Identified Cost $58,053,969)	58,053,969		$	58,053,969


TOTAL INVESTMENTS - 102.6% (Identified Cost $409,394,681)				482,149,491

LIABILITIES, LESS OTHER ASSETS - (2.6%)				(12,359,915	)

NET ASSETS - 100%			$	469,789,576

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT JUNE 30, 2011⁵:


Settlement Date	Contracts to Deliver		In Exchange For			Contracts At Value			Unrealized Appreciation
7/11/2011		JPY 1,156,700,000		$	14,418,378		$	14,368,840		$	49,538

ADR - American Depository Receipt

JPY - Japanese Yen

*Non-income producing security

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

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

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 June 30, 2011.

⁵	The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: Germany - 18.9%; United Kingdom - 12.4%.


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

Statement of Assets & Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $409,394,681) (Note 2)	$	482,149,491
Cash		4,989,128
Foreign currency, at value (cost $14,475)		15,045
Receivable for fund shares sold		5,416,750
Foreign tax reclaims receivable		710,985
Dividends receivable		693,612
Unrealized appreciation on foreign forward currency contracts (Note 2)		49,538


TOTAL ASSETS		494,024,549


LIABILITIES:

Accrued management fees (Note 3)		357,060
Accrued fund accounting and administration fees (Note 3)		15,251
Accrued transfer agent fees (Note 3)		1,951
Accrued Chief Compliance Officer service fees (Note 3)		466
Accrued directors’ fees (Note 3)		55
Payable for securities purchased		23,345,403
Payable for fund shares repurchased		405,351
Accrued capital gains tax payable (Note 2)		57,840
Other payables and accrued expenses		51,596


TOTAL LIABILITIES		24,234,973


TOTAL NET ASSETS	$	469,789,576


NET ASSETS CONSIST OF:

Capital stock	$	487,590
Additional paid-in-capital		393,946,181
Undistributed net investment income		2,532,160
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		25,222
Net unrealized appreciation on investments (net of accrued capital gains tax of $57,840), foreign currency and translation of other assets and liabilities		72,798,423


TOTAL NET ASSETS	$	469,789,576


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($469,789,576/48,759,022 shares)	$	9.63


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $878,739)	$	7,135,593


EXPENSES:

Management fees (Note 3)		1,839,397
Fund accounting and administration fees (Note 3)		38,990
Transfer agent fees (Note 3)		8,783
Directors’ fees (Note 3)		4,490
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		87,003
Miscellaneous		59,143


Total Expenses		2,039,120


NET INVESTMENT INCOME		5,096,473


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

Net realized gain (loss) on-
Investments		367,156
Foreign currency, and translation of other assets and liabilities		(169,298	)
Forward foreign currency exchange contracts		(619,613	)


		(421,755	)


Net change in unrealized appreciation (depreciation) on-
Investments (net of change in accrued capital gains tax of $(57,629))		26,706,320
Foreign currency, and translation of other assets and liabilities		31,650
Forward foreign currency exchange contracts		49,538


		26,787,508


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		26,365,753


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	31,462,226


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	5,096,473			$	4,612,429
Net realized gain (loss) on investments and foreign currency			(421,755	)			10,786,362
Net change in unrealized appreciation (depreciation) on investments (net of change in accrued capital gains tax of $(57,629) and $(34, 045), respectively) and foreign currency			26,787,508				18,861,257


Net increase from operations			31,462,226				34,260,048


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			—				(6,327,558	)
From net realized gain on investments			—				(11,801,674	)


Total distributions to shareholders			—				(18,129,232	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			121,128,848				33,967,286


Net increase in net assets			152,591,074				50,098,102

NET ASSETS:

Beginning of period			317,198,502				267,100,400


End of period (including undistributed net investment income of $2,532,160 and distributions in excess of net investment income of $2,564,313, respectively)		$	469,789,576			$	317,198,502


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

Financial Highlights


	For the Six Months Ended 6/30/11				For the Years Ended
	(unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	8.85			$	8.39			$	6.57			$	10.87			$	9.84			$	9.90

Income (loss) from investment operations:
Net investment income			0.13	¹			0.14	¹			0.14	¹			0.22				0.15				0.15
Net realized and unrealized gain (loss) on investments			0.65				0.86				2.10				(3.82	)			1.12				2.01

Total from investment operations			0.78				1.00				2.24				(3.60	)			1.27				2.16

Less distributions to shareholders:
From net investment income			—				(0.19	)			(0.16	)			(0.21	)			(0.14	)			(0.15	)
From net realized gain on investments			—				(0.35	)			(0.26	)			(0.49	)			(0.10	)			(2.07	)

Total distributions to shareholders			—				(0.54	)			(0.42	)			(0.70	)			(0.24	)			(2.22	)

Net asset value - End of period		$	9.63			$	8.85			$	8.39			$	6.57			$	10.87			$	9.84

Net assets - End of period (000’somitted)		$	469,790			$	317,199			$	267,100			$	182,273			$	270,080			$	215,981

Total return²			8.81	%			12.04	%			34.23	%			(33.25	%)			13.01	%			21.96	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*			1.11	%³			1.15	%			1.15	%			1.15	%			1.16	%			1.18	%
Net investment income			2.77	%³			1.68	%			1.90	%			2.49	%			1.47	%			1.39	%
Portfolio turnover			5	%			13	%			17	%			9	%			20	%			30	%

* The investment advisor did not impose all of its management fees, CCO fees and 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

¹	Calculated based on average shares outstanding during the period.

²	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.

³	Annualized.

⁴	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

International 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 principally in the common stocks of companies located outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series resumed offering shares directly to investors on May 18, 2004, as it had done previously from time to time. 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as International Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


					13

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 June 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

57,998,338

7,741,389

50,256,949

—

Consumer Staples

75,907,357

13,611,250

62,296,107

—

Energy

14,698,655

6,298,215

8,400,440

—

Financials

42,952,537

—

42,939,703

12,834

Health Care

55,919,076

26,725,655

29,193,421

—

Industrials

71,804,667

14,914,397

56,890,270

—

Information Technology

35,981,138

3,471,722

32,509,416

—

Materials

19,655,625

—

19,655,625

—

Telecommunication Services

36,138,148

22,853,946

13,284,202

—

Utilities

13,039,981

3,650,146

9,389,835

—

Preferred securities

—

Debt securities

—

Mutual funds

58,053,969

—

Other financial instruments**

49,538

—

49,538

—

Total assets

482,199,029

157,320,689

324,865,506

12,834

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

482,199,029

157,320,689

324,865,506

12,834

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


Level 3 Reconciliation	Equity Securities
Balance as of December 31, 2010 (market value)		$	36,734
Accrued discounts/premiums			—
Realized gain (loss)			—
Change in unrealized appreciation/depreciation ***			(43,391	)
Purchases			19,491
Sales			—
Transfers In			—
Transfers Out			—

Balance as of June 30, 2011 (market value)		$	12,834


14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

**	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.

***	The change in unrealized appreciation (depreciation) on securities still held at June 30, 2011 was $(6,657).

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 June 30, 2011.

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation


					15

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

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.

The 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 has 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 the Series on June 30, 2011 are shown at the end of the Investment Portfolio, which is indicative of volume of derivative activity during the period.

Federal Taxes


16

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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


					17

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $112,002,622 and $16,603,840, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of International Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		14,563,972			$	136,394,330			4,885,983			$	40,773,050
Reinvested		—				—			2,043,894				17,734,979
Repurchased		(1,646,708	)			(15,265,482	)		(2,930,271	)			(24,540,743	)

Total		12,917,264			$	121,128,848			3,999,606			$	33,967,286

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


18

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Ordinary income	$	12,805,548
Long-term capital gains		5,323,684


Cost for federal income tax purposes	$	409,394,681
Unrealized appreciation	$	86,857,921
Unrealized depreciation		(14,103,111	)

Net unrealized appreciation	$	72,754,810


					19

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNINT-6/11-SAR

LOGO


		WORLD OPPORTUNITIES SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,067.40		$	5.54
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.44		$	5.41

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.08%, 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 June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS - 93.8%

Consumer Discretionary - 13.8%
Automobiles - 2.1%
Suzuki Motor Corp. (Japan)¹		3,878,800		$	87,434,137
Toyota Motor Corp. (Japan)¹		2,031,800			83,667,873

					171,102,010

Hotels, Restaurants & Leisure - 1.8%
Accor S.A. (France)¹		1,921,280			85,953,837
Ctrip.com International Ltd. - ADR (China)*		1,421,070			61,219,696

					147,173,533

Internet & Catalog Retail - 0.2%
Ocado Group plc (United Kingdom)*¹		5,773,950			16,893,624

Media - 7.0%
Grupo Televisa S.A. - ADR (Mexico)		5,365,000			131,979,000
Imax Corp. (Canada)*		2,051,970			66,545,387
Liberty Global, Inc. - Class A (United States)*		1,929,970			86,925,849
Mediaset S.p.A. (Italy)¹		7,821,480			36,769,315
Reed Elsevier plc (United Kingdom)¹		4,508,970			41,051,301
Societe Television Francaise 1 (France)¹		9,851,286			179,705,140
Virgin Media, Inc. (United Kingdom)		1,430,730			42,821,749

					585,797,741

Multiline Retail - 1.2%
Marks & Spencer Group plc (United Kingdom)¹		17,352,180			100,590,225

Textiles, Apparel & Luxury Goods - 1.5%
Adidas AG (Germany)¹		1,528,300			121,166,888

Total Consumer Discretionary					1,142,724,021

Consumer Staples - 17.5%
Beverages - 2.8%
Anheuser-Busch InBev N.V. (Belgium)¹		2,093,130			121,480,532
Heineken N.V. (Netherlands)¹		1,811,710			109,041,882

					230,522,414

Food & Staples Retailing - 5.8%
Carrefour S.A. (France)¹		4,214,880			173,272,771
Koninklijke Ahold N.V. (Netherlands)¹		7,575,460			101,854,739
Tesco plc (United Kingdom)¹		31,996,760			206,731,142

					481,858,652

Food Products - 6.4%
Danone S.A. (France)¹		2,329,010			173,868,912
Nestle S.A. (Switzerland)¹		2,705,910			168,384,832
Unilever plc - ADR (United Kingdom)		5,869,200			190,103,388

					532,357,132


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 1.0%
Reckitt Benckiser Group plc (United Kingdom)¹		1,508,840		$	83,336,661

Personal Products - 1.5%
Beiersdorf AG (Germany)¹		1,326,870			86,209,319
Natura Cosmeticos S.A. (Brazil)		1,498,540			37,563,121

					123,772,440

Total Consumer Staples					1,451,847,299

Energy - 9.2%
Energy Equipment & Services - 5.8%
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*¹		4,377,680			160,439,522
Petroleum Geo-Services ASA (Norway)*¹		2,833,800			40,483,027
Schlumberger Ltd. (United States)		2,256,010			194,919,264
Trican Well Service Ltd. (Canada)		3,494,970			82,115,216

					477,957,029

Oil, Gas & Consumable Fuels - 3.4%
Cameco Corp. (Canada)		5,034,060			132,647,481
Talisman Energy, Inc. (Canada)		7,376,480			151,514,406

					284,161,887

Total Energy					762,118,916

Financials - 7.2%
Commercial Banks - 3.0%
Banco Santander S.A. (Spain)¹		11,281,280			129,962,675
HSBC Holdings plc (United Kingdom)¹		12,185,970			120,821,067

					250,783,742

Diversified Financial Services - 2.0%
Deutsche Boerse AG (Germany)¹		2,151,130			163,335,234

Insurance - 1.2%
Allianz SE (Germany)¹		716,950			99,976,967

Real Estate Investment Trusts (REITS) - 1.0%
British Land Co. plc (United Kingdom)¹		4,391,830			42,939,375
Land Securities Group plc (United Kingdom)¹		3,310,830			45,292,456

					88,231,831

Total Financials					602,327,774

Health Care - 11.5%
Health Care Equipment & Supplies - 4.4%
Cochlear Ltd. (Australia)¹		1,308,290			101,258,203
Getinge AB - Class B (Sweden)¹		2,249,260			60,485,895
Mindray Medical International Ltd. - ADR (China)²		4,578,950			128,439,547


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
Straumann Holding AG (Switzerland)¹		312,000		$	75,240,636

					365,424,281

Health Care Providers & Services - 3.3%
BML, Inc. (Japan)¹		554,500			14,029,458
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		32,763,900			38,998,683
Sonic Healthcare Ltd. (Australia)¹		16,077,890			222,493,279

					275,521,420

Life Sciences Tools & Services - 3.8%
Lonza Group AG (Switzerland)^1,2		3,314,460			259,665,034
QIAGEN N.V. (Netherlands)*¹		1,580,880			30,307,192
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		1,550,750			27,231,170

					317,203,396

Total Health Care					958,149,097

Industrials - 11.4%
Aerospace & Defense - 0.9%
European Aeronautic Defence and Space Co. N.V. (Netherlands)¹		2,260,830			75,664,985

Air Freight & Logistics - 2.1%
PostNL N.V. (Netherlands)¹		9,087,160			77,003,791
TNT Express N.V. (Netherlands)*¹		9,087,160			94,247,757

					171,251,548

Airlines - 2.6%
Ryanair Holdings plc - ADR (Ireland)		7,237,000			212,333,580

Commercial Services & Supplies - 0.0%**
Edenred (France)¹		73,250			2,234,955

Electrical Equipment - 2.3%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		3,194,460			82,896,237
Nexans S.A. (France)¹		449,270			42,293,847
Prysmian S.p.A. (Italy)¹		3,077,330			61,947,646

					187,137,730

Machinery - 0.5%
Westport Innovations, Inc. (Canada)*		1,738,780			41,765,496

Marine - 0.2%
D/S Norden (Denmark)¹		359,770			12,394,730
Pacific Basin Shipping Ltd. (Bermuda)¹		13,466,600			7,714,430

					20,109,160

Professional Services - 1.5%
Adecco S.A. (Switzerland)¹		979,930			62,897,132


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Professional Services (continued)
Randstad Holding N.V. (Netherlands)¹		1,317,130		$	60,901,642

					123,798,774

Road & Rail - 1.3%
All America Latina Logistica S.A. (Brazil)		13,215,120			111,519,643

Total Industrials					945,815,871

Information Technology - 14.2%
Communications Equipment - 2.8%
Alcatel-Lucent - ADR (France)*		15,178,510			87,580,003
Telefonaktiebolaget LM Ericsson - Class B (Sweden)¹		10,002,070			143,984,844

					231,564,847

Internet Software & Services - 0.4%
VistaPrint N.V. (Netherlands)*		795,080			38,044,578

IT Services - 6.3%
Amadeus IT Holding S.A. - Class A (Spain)*¹		2,111,960			43,899,005
Amdocs Ltd. (Guernsey)*		9,601,570			291,791,712
Cielo S.A. (Brazil)		3,141,392			77,898,228
Indra Sistemas S.A. (Spain)¹		1,980,480			40,853,453
Redecard S.A. (Brazil)		4,423,940			66,331,462

					520,773,860

Semiconductors & Semiconductor Equipment - 4.2%
Advantest Corp. (Japan)¹		9,015,600			165,972,002
Sumco Corp. (Japan)*¹		6,014,420			101,826,499
Tokyo Electron Ltd. (Japan)¹		1,547,280			84,609,712

					352,408,213

Software - 0.5%
Misys plc (United Kingdom)*¹		5,705,472			38,493,661

Total Information Technology					1,181,285,159

Materials - 6.2%
Chemicals - 4.1%
Johnson Matthey plc (United Kingdom)¹		3,962,240			125,123,941
Shin-Etsu Chemical Co. Ltd. (Japan)¹		2,094,600			112,274,258
Syngenta AG (Switzerland)¹		312,420			105,582,503

					342,980,702

Construction Materials - 2.1%
CRH plc (Ireland)¹		3,883,340			86,567,639


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

Investment Portfolio - June 30, 2011 (unaudited)


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Construction Materials (continued)
Holcim Ltd. (Switzerland)¹		1,107,310		$	83,740,373

					170,308,012

Total Materials					513,288,714

Telecommunication Services - 2.8%
Diversified Telecommunication Services - 1.2%
Telenor ASA (Norway)¹		6,207,830			101,592,964

Wireless Telecommunication Services - 1.6%
SK Telecom Co. Ltd. - ADR (South Korea)		6,939,610			129,770,707

Total Telecommunication Services					231,363,671

TOTAL COMMON STOCKS (Identified Cost $7,269,520,669)					7,788,920,522

PREFERRED STOCKS - 1.1%
Consumer Staples - 1.1%
Household Products - 1.1%
Henkel AG & Co. KGaA (Germany)¹ (Identified Cost $51,452,504)		1,284,670			89,334,090


SHORT-TERM INVESTMENTS - 3.8%
Dreyfus Cash Management, Inc. - Institutional Shares³, 0.10% (Identified Cost $315,251,808)		315,251,808			315,251,808

TOTAL INVESTMENTS - 98.7% (Identified Cost $7,636,224,981)					8,193,506,420
OTHER ASSETS, LESS LIABILITIES - 1.3%					106,871,185

NET ASSETS - 100%				$	8,300,377,605

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	Affiliated company as defined by the Investment Company Act of 1940.

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

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom 12.7%; France 10.9%; Switzerland 10.1%.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $7,636,224,981) (Note 2)	$	8,193,506,420
Cash		22,879,497
Receivable for securities sold		89,045,712
Receivable for fund shares sold		20,660,742
Dividends receivable		13,887,727
Foreign tax reclaims receivable		10,250,458


TOTAL ASSETS		8,350,230,556


LIABILITIES:

Accrued management fees (Note 3)		6,640,250
Accrued transfer agent fees (Note 3)		686,387
Accrued fund accounting and administration fees (Note 3)		228,854
Accrued Chief Compliance Officer service fees (Note 3)		466
Accrued directors’ fees (Note 3)		241
Payable for securities purchased		36,614,785
Payable for fund shares repurchased		5,034,967
Other payables and accrued expenses		647,001


TOTAL LIABILITIES		49,852,951


TOTAL NET ASSETS	$	8,300,377,605


NET ASSETS CONSIST OF:

Capital stock	$	9,035,006
Additional paid-in-capital		7,181,001,706
Undistributed net investment income		200,809,043
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		351,141,786
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		558,390,064


TOTAL NET ASSETS	$	8,300,377,605


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($8,300,377,605/903,500,639 shares)	$	9.19


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $12,985,069)	$	241,581,629


EXPENSES:

Management fees (Note 3)		37,277,872
Transfer agent fees (Note 3)		1,154,011
Fund accounting and administration fees (Note 3)		469,624
Directors’ fees (Note 3)		88,750
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		578,801
Miscellaneous		709,214


Total Expenses		40,279,586


NET INVESTMENT INCOME		201,302,043


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

Net realized gain (loss) on-
Investments		345,963,313
Foreign currency and translation of other assets and liabilities		(2,111,139	)


		343,852,174


Net change in unrealized appreciation (depreciation) on-
Investments		(86,553,164	)
Foreign currency and translation of other assets and liabilities		623,620


		(85,929,544)


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		257,922,630


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	459,224,673


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

Statement of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	201,302,043			$	50,986,375
Net realized gain on investments and foreign currency			343,852,174				142,638,736
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(85,929,544	)			299,834,418


Net increase from operations			459,224,673				493,459,529


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income			—				(51,336,546	)
From net realized gain on investments			—				(128,844,230	)


Total distributions to shareholders			—				(180,180,776	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			1,385,726,798				1,224,687,957


Net increase in net assets			1,844,951,471				1,537,966,710

NET ASSETS:

Beginning of period			6,455,426,134				4,917,459,424


End of period (including undistributed net investment income of $200,809,043 and distributions in excess of net investment income of $493,000, respectively)		$	8,300,377,605			$	6,455,426,134


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

Financial Highlights


	For the Six Months Ended 6/30/11				For the Years Ended
	(unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	8.61			$	8.12			$	5.88			$	10.07			$	9.58			$	8.46

Income (loss) from investment operations:
Net investment income			0.24	¹			0.07	¹			0.04	¹			0.10				0.05				0.12
Net realized and unrealized gain (loss) on investments			0.34				0.67				2.26				(4.08	)			1.36				2.71

Total from investment operations			0.58				0.74				2.30				(3.98	)			1.41				2.83

Less distributions to shareholders:
From net investment income			—				(0.07	)			(0.06	)			(0.03	)			(0.05	)			(0.14	)
From net realized gain on investments			—				(0.18	)			—				(0.18	)			(0.87	)			(1.57	)

Total distributions to shareholders			—				(0.25	)			(0.06	)			(0.21	)			(0.92	)			(1.71	)

Net asset value - End of period		$	9.19			$	8.61			$	8.12			$	5.88			$	10.07			$	9.58

Net assets - End of period (000’s omitted)		$	8,300,378			$	6,455,426			$	4,917,459			$	1,340,057			$	841,864			$	317,121

Total return²			6.74	%			9.23	%			39.12	%			(40.07	%)			15.13	%			33.88	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.08	%³			1.11	%			1.17	%			1.16	%			1.14	%			1.16	%
Net investment income			5.40	%³			0.92	%			0.60	%			2.17	%			0.75	%			1.35	%
Portfolio turnover			22	%			39	%			42	%			34	%			49	%			64	%

* The investment advisor did not impose all of its management fees, CCO fees and 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

¹	Calculated based on average shares outstanding during the period.

²	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.

³	Annualized.

⁴	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

World Opportunities 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 principally in the common stocks of companies from outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 2.5 billion have been designated as World Opportunities Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 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

1,142,724,021

389,491,681

753,232,340

—

Consumer Staples

1,451,847,299

227,666,509

1,224,180,790

—

Energy

762,118,916

561,196,367

200,922,549

—

Financials

602,327,774

—

602,327,774

—

Health Care

958,149,097

155,670,717

802,478,380

—

Industrials

945,815,871

448,514,956

497,300,915

—

Information Technology

1,181,285,159

561,645,983

619,639,176

—

Materials

513,288,714

—

513,288,714

—

Telecommunication Services

231,363,671

129,770,707

101,592,964

—

Preferred securities:

Consumer Staples

89,334,090

—

89,334,090

—

Debt securities

—

Mutual funds

315,251,808

—

Other financial instruments**

—

Total assets

8,193,506,420

2,789,208,728

5,404,297,692

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

8,193,506,420

2,789,208,728

5,404,297,692

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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


					13

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Affiliated Companies


Name of Issuer	Value at 12/31/10			Purchase Cost			Sales Proceeds			Value at 6/30/11			Shares Held at 6/30/11		Dividend Income 12/31/10 through 6/30/11			Net Realized Gain 12/31/10 through 6/30/11
Lonza Group AG (Switzerland)*		$	196,804,090		$	70,340,930		$	—		$	259,665,034		3,314,460		$	7,227,759		$	—


14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Affiliated Companies (continued)


Name of Issuer	Value at 12/31/10			Purchase Cost			Sales Proceeds			Value at 6/30/11			Shares Held at 6/30/11		Dividend Income 12/31/10 through 6/30/11			Net Realized Gain 12/31/10 through 6/30/11
Mindray Medical International Ltd. - ADR (China)**		$	23,525,040		$	101,117,516		$	—		$	128,439,547		4,578,950		$	869,247		$	—

*	Security was an affiliated company for the period January 28, 2011 - June 30, 2011.

**	Security was an affiliated company for the period June 27, 2011 - June 30, 2011.

Federal Taxes

Distributions of Income and Gains

Indemnifications


					15

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Other

3.	TRANSACTIONS WITH AFFILIATES

The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $3,009,253,184 and $1,593,089,702, respectively. There were no purchases or sales of U.S. Government securities.


16

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of World Opportunities Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		213,073,758			$	1,922,545,108			380,543,895			$	3,072,871,491
Reinvested		—				—			17,838,209				148,727,024
Repurchased		(59,629,641	)			(536,818,310	)		(253,809,235	)			(1,996,910,558	)

Total		153,444,117			$	1,385,726,798			144,572,869			$	1,224,687,957

Approximately 3% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. In addition, one shareholder owned 93,317,892 shares (10.34% of shares outstanding) valued at $848,401,428. Investment activities of this shareholder may have a material effect on the Series.

6.	LINE OF CREDIT

The Series entered into a $50 million credit facility (the “line of credit”) with Bank of New York Mellon on June 9, 2011. The Series may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Series pays an annual commitment fee on the unused portion of the line of credit which amounted to $18,667 for the period June 9, 2011 to June 30, 2011, which is included in other expenses in the Statement of Operations. Interest on the used portion is charged to the Series based on rates determined pursuant to the terms of the agreeemnt at the time of borrowing. During the period June 9, 2011 to June 30, 2011, the Series did not borrow under the line of credit.

7.	FINANCIAL INSTRUMENTS

8.	FOREIGN SECURITIES


					17

Notes to Financial Statements (unaudited)

9.	FEDERAL INCOME TAX INFORMATION


Ordinary income	$	115,460,480
Long-term capital gains		64,720,296


Cost for federal income tax purposes	$	7,659,631,376
Unrealized appreciation	$	898,835,800
Unrealized depreciation		(364,960,756	)

Net unrealized appreciation	$	533,875,044


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

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 our 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

MNWO-6/11-SAR

LOGO


		OHIO TAX EXEMPT SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,049.70		$	3.91
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.98		$	3.86

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.77%, 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 June 30, 2011 (unaudited)

LOGO


					2

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
OHIO MUNICIPAL SECURITIES - 97.7%
Akron, Various Purposes Impt., G.O. Bond		4.250	%		12/1/2028		AA	²		$	200,000		$	192,364
Akron, Various Purposes Impt., Series B, G.O. Bond		5.000	%		12/1/2031		AA	²			300,000			305,979
Allen East Local School District, Prerefunded Balance, G.O. Bond, AMBAC		4.300	%		12/1/2017		WR	³			285,000			320,049
Avon, Public Impt., Series B, G.O. Bond		5.000	%		12/1/2027		Aa1				200,000			212,724
Batavia Local School District, G.O. Bond, NATL		5.625	%		12/1/2022		A1				200,000			227,960
Bedford Heights, Series A, G.O. Bond, AMBAC.		5.650	%		12/1/2014		Aa3				20,000			21,592
Big Walnut Local School District, Delaware County, School Facilities Construction & Impt., G.O. Bond, AGM		4.500	%		12/1/2029		Aa2				200,000			200,558
Brunswick, Limited Tax, Capital Impt., G.O. Bond		4.000	%		12/1/2025		Aa2				100,000			101,427
Butler County, G.O. Bond, AMBAC		5.000	%		12/1/2016		Aa1				110,000			128,350
Butler County, Water & Sewer, G.O. Bond		2.500	%		12/1/2014		Aa1				100,000			104,565
Canal Winchester Local School District, G.O. Bond, AGM		4.250	%		12/1/2027		Aa3				500,000			490,705
Canal Winchester Local School District, Prerefunded Balance, Series B, G.O. Bond, NATL		5.000	%		12/1/2025		A1				355,000			405,250
Cincinnati City School District, Construction & Impt., G.O. Bond, FGRNA		5.250	%		12/1/2025		Aa2				600,000			677,406
Cincinnati City School District, G.O. Bond		4.500	%		6/1/2018		Aa2				100,000			112,411
Cincinnati City School District, G.O. Bond		5.000	%		6/1/2031		Aa2				265,000			273,260
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.250	%		6/1/2016		Aa2				200,000			213,864
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.000	%		12/1/2031		Aa2				170,000			188,312
Cincinnati, Series B, G.O. Bond		1.500	%		12/1/2014		Aa1				360,000			366,095
Cincinnati, Various Purposes Impt., Series A, G.O. Bond		5.000	%		12/1/2021		Aa1				220,000			246,968
Cincinnati, Various Purposes Impt., Series B, G.O. Bond		4.250	%		12/1/2026		Aa1				170,000			175,537
Cleveland Heights & University Heights City School District, G.O. Bond		5.125	%		12/1/2026		Aa2				200,000			204,708
Cleveland, Water Utility Impt., Series O, Revenue Bond, NATL		5.000	%		1/1/2037		Aa1				380,000			382,907
Columbus City School District, Facilities Construction & Impt., G.O. Bond		4.500	%		12/1/2029		Aa2				500,000			501,970
Columbus City School District, Facilities Construction & Impt., G.O. Bond, AGM		4.250	%		12/1/2032		Aa2				500,000			475,650

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


3

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000	%		12/1/2032		Aa2			$	300,000		$	342,666
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.250	%		12/1/2026		Aa2				250,000			287,660
Columbus, Limited Tax, Series 2, G.O. Bond		5.000	%		7/1/2017		Aaa				250,000			278,180
Columbus, Public Impt., Series A, G.O. Bond		4.000	%		6/1/2013		Aaa				500,000			534,015
Columbus, Public Impt., Series D, G.O. Bond		5.000	%		12/15/2013		Aaa				100,000			110,851
Columbus, Series A, G.O. Bond		5.000	%		6/15/2013		Aaa				200,000			217,752
Columbus, Sewer Impt., Series A, Revenue Bond		4.250	%		6/1/2030		Aa1				250,000			245,525
Cuyahoga Falls, G.O. Bond, NATL		5.000	%		12/1/2021		Aa2				750,000			815,715
Delaware County, Series B, G.O. Bond		4.000	%		12/1/2015		Aa1				200,000			224,134
Dublin City School District, Prerefunded Balance, G.O. Bond		5.375	%		12/1/2017		Aaa				100,000			107,138
Eaton Community City Schools, G.O. Bond, FGRNA		4.125	%		12/1/2026		Aa2				500,000			486,075
Elyria City School District, G.O. Bond, XLCA		4.750	%		12/1/2027		A1				100,000			101,960
Fairbanks Local School District, School Facilities Construction & Impt., G.O. Bond, AGM		4.500	%		12/1/2028		Aa3				400,000			400,512
Fairborn School District, G.O. Bond, AGM		5.000	%		12/1/2021		Aa3				400,000			433,032
Fairfield County, Building Impt., Prerefunded Balance, G.O. Bond		5.000	%		12/1/2018		Aa2				250,000			255,033
Fairview Park City School District, G.O. Bond, NATL		5.000	%		12/1/2029		Aa3				315,000			322,636
Franklin County, Various Purposes Impt., G.O. Bond		5.000	%		12/1/2027		Aaa				500,000			533,880
Gahanna, Public Impt., G.O. Bond, NATL		4.250	%		12/1/2014		Aa1				100,000			110,489
Geneva Area City School District, G.O. Bond, NATL		4.500	%		12/1/2030		Aa3				120,000			120,679
Granville Exempt Village School District, G.O. Bond, AGM		4.375	%		12/1/2031		Aa1				500,000			489,730
Green, G.O. Bond		2.000	%		12/1/2014		AA	²			285,000			293,439
Greene County, Limited Tax, G.O. Bond		4.500	%		12/1/2035		Aa2				415,000			402,417
Greene County, Revenue Bond		3.500	%		12/1/2026		Aa2				300,000			277,428
Hamilton City School District, G.O. Bond, AGM .		4.250	%		12/1/2030		Aa3				500,000			472,510
Hamilton County, Sewer Impt., Series A, Revenue Bond		3.750	%		12/1/2015		Aa2				200,000			220,352
Hamilton County, Sewer Impt., Series A, Revenue Bond		5.000	%		12/1/2032		Aa2				100,000			102,870
Hamilton Electric System, Series A, Revenue Bond, AGC		4.125	%		10/1/2024		Aa3				300,000			300,504

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


					4

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
Hamilton Waterworks System, Series A, Revenue Bond, AGC		4.625	%		10/15/2029		Aa3			$	100,000		$	100,028
Hamilton, Series A, Revenue Bond, AGC		4.125	%		10/15/2023		Aa3				120,000			121,832
Hancock County, Various Purposes Impt., G.O. Bond, NATL		4.000	%		12/1/2016		Aa2				200,000			220,770
Harrison, Various Purposes Impt., G.O. Bond, AGM		5.250	%		12/1/2038		Aa3				275,000			290,694
Huber Heights City School District, School Impt., G.O. Bond		5.000	%		12/1/2036		Aa2				450,000			456,777
Ironton City School District, G.O. Bond, NATL		4.250	%		12/1/2028		Baa1				500,000			456,710
Kettering City School District, G.O. Bond, AGM .		4.250	%		12/1/2025		Aa2				750,000			748,455
Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250	%		12/1/2015		Aa2				225,000			259,886
Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250	%		12/1/2019		Aa2				705,000			814,310
Lakewood, Water System, Revenue Bond, AMBAC		4.500	%		7/1/2028		WR	³			500,000			469,955
Lakota Local School District, Series A, G.O. Bond, FGRNA		5.250	%		12/1/2024		Aaa				210,000			244,009
Licking Heights Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.250	%		12/1/2023		Aa2				1,140,000			1,293,604
Licking Heights Local School District, School Facilities Construction & Impt., Series A, G.O. Bond, NATL		5.000	%		12/1/2022		Aa2				250,000			269,873
Lima, Revenue Bond, AGM		3.750	%		12/1/2023		Aa3				225,000			228,616
Lima, Revenue Bond, AGM		4.300	%		12/1/2029		Aa3				200,000			204,398
Lorain City School District, Unrefunded Balance, G.O. Bond, NATL		4.750	%		12/1/2025		Aa2				335,000			342,206
Lorain County, Sewer System Impt., G.O. Bond		5.000	%		12/1/2039		Aa2				200,000			205,806
Loveland City School District, G.O. Bond, AGM.		5.000	%		12/1/2015		Aa2				300,000			345,720
Lucas County, Sewer & Water District Impt., G.O. Bond		4.100	%		12/1/2027		AA	²			100,000			102,504
Lucas County, Various Purposes Impt., G.O. Bond		4.500	%		10/1/2035		Aa2				300,000			283,059
Mahoning County, Various Purposes Impt., Revenue Bond		4.375	%		12/1/2035		Aa3				230,000			231,336
Mahoning County, Various Purposes Impt., Series B, G.O. Bond, AGC		4.375	%		12/1/2035		Aa3				300,000			301,743
Marion, Limited Tax, Various Purposes Impt., Series A, G.O. Bond, AGM		4.300	%		12/1/2030		Aa3				100,000			101,484
Marysville, Sewer & Wastewater, Revenue Bond, AGC, XLCA		4.750	%		12/1/2046		Aa3				180,000			167,767

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


5

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
Mason, Limited Tax, Various Purposes Impt., G.O. Bond		4.250	%		12/1/2027		Aaa			$	925,000		$	937,155
Massillon City School District, Various Purposes
Impt., Prerefunded Balance, G.O. Bond, NATL		4.000	%		12/1/2014		Baa1				100,000			105,046
Maumee City School District, G.O. Bond, AGM		4.600	%		12/1/2031		Aa3				260,000			260,226
Maumee, Public Impt., G.O. Bond, NATL		4.125	%		12/1/2018		Aa2				375,000			403,369
Miami County, Various Purposes Impt., G.O. Bond		2.000	%		12/1/2013		Aa2				300,000			307,443
Miamisburg City School District, G.O. Bond		5.000	%		12/1/2033		Aa2				250,000			255,270
Middletown, Public Impt., G.O. Bond, AGM		5.000	%		12/1/2021		Aa2				230,000			258,959
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500	%		12/1/2018		Aa2				100,000			114,245
Monroe Local School District, G.O. Bond, AMBAC		5.500	%		12/1/2024		Aa3				500,000			571,400
Montgomery County, Various Purposes Impt., G.O. Bond		3.000	%		12/1/2019		Aa1				250,000			258,550
Mount Healthy City School District, G.O. Bond, AGM		5.000	%		12/1/2031		Aa3				200,000			205,762
Muskingum County, Limited Tax, Various Purposes Impt., G.O. Bond, AGC		4.300	%		12/1/2028		Aa2				145,000			148,600
New Albany Plain Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.000	%		12/1/2025		Aa1				45,000			46,960
New Albany Plain Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.000	%		12/1/2025		Aa1				85,000			88,703
New Albany Plain Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.000	%		12/1/2029		Aa1				95,000			99,138
New Albany Plain Local School District, Unrefunded Balance, G.O. Bond, FGIC		5.000	%		12/1/2025		Aa1				185,000			185,770
North Royalton, Various Purposes Impt., G.O. Bond		5.250	%		12/1/2028		Aa2				1,025,000			1,093,634
Ohio State Water Development Authority, Fresh Water, Prerefunded Balance, Revenue Bond		5.250	%		12/1/2017		AAA	²			270,000			306,380
Ohio State Water Development Authority, Pollution Control, Revenue Bond		5.250	%		12/1/2015		Aaa				200,000			234,394
Ohio State Water Development Authority, Pure Water, Series I, Revenue Bond, AMBAC		6.000	%		12/1/2016		Aaa				25,000			28,081
Ohio State, Conservation Project, Series A, G.O. Bond		5.000	%		9/1/2013		Aa1				350,000			383,086
Ohio State, Public Impt., Series A, G.O. Bond		5.000	%		2/1/2014		Aa1				250,000			275,937
Ohio State, School Impt., Prerefunded Balance, Series A, G.O. Bond		5.000	%		6/15/2015		Aa1				300,000			338,751
Ohio State, Series C, G.O. Bond		5.500	%		11/1/2012		Aa1				1,000,000			1,068,070

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


					6

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
Olentangy Local School District, Series A, G.O. Bond, AGM		4.500	%		12/1/2032		Aa1			$	800,000		$	802,264
Otsego Local School District, Prerefunded Balance, G.O. Bond, AGM		4.300	%		12/1/2016		Aa3				100,000			112,298
Pickerington Local School District, G.O. Bond, NATL		4.250	%		12/1/2034		Aa2				230,000			206,637
Portage County, Sewer Impt., G.O. Bond, AGM.		4.100	%		12/1/2024		Aa2				200,000			205,174
Portsmouth City School District, Prerefunded Balance, G.O. Bond, AGM		5.000	%		12/1/2023		Aa2				440,000			469,203
Princeton City School District, Prerefunded Balance, G.O. Bond, NATL		5.000	%		12/1/2030		AAA	²			200,000			221,698
South Range Local School District, G.O. Bond, XLCA		4.500	%		12/1/2035		A	²			225,000			211,343
South-Western City School District, Franklin & Pickway County, G.O. Bond, AGM		4.250	%		12/1/2026		Aa2				600,000			602,580
Springboro Community City School District, G.O. Bond, AGM		5.250	%		12/1/2032		Aa3				150,000			160,847
Springboro, Public Impt., G.O. Bond		3.250	%		12/1/2014		Aa2				100,000			107,143
Sugarcreek Local School District, G.O. Bond, AGM		4.250	%		12/1/2031		Aa2				750,000			690,967
Summit County, Series R, G.O. Bond, FGRNA		5.500	%		12/1/2018		Aa1				260,000			311,854
Summit County, Various Purposes Impt., Series R, G.O. Bond, FGRNA		5.500	%		12/1/2019		Aa1				100,000			119,512
Sylvania City School District, G.O. Bond, AGC		5.000	%		12/1/2025		Aa2				270,000			282,374
Sylvania, Public Impt., G.O. Bond		2.000	%		12/1/2014		AA	²			300,000			309,843
Symmes Township, Limited Tax, Parkland Acquisition & Impt., G.O. Bond		5.250	%		12/1/2037		Aa1				100,000			106,097
Tallmadge City School District, G.O. Bond, AGM		5.000	%		12/1/2031		Aaa				200,000			204,558
Tallmadge, G.O. Bond		4.250	%		12/1/2030		Aa2				180,000			182,668
Twinsburg City School District, G.O. Bond, FGRNA		5.000	%		12/1/2018		Aa2				100,000			110,215
Twinsburg, Series A, G.O. Bond		2.000	%		12/1/2012		Aa2				155,000			158,653
Van Buren Local School District, Prerefunded Balance, G.O. Bond, AGM		5.250	%		12/1/2016		Aa3				300,000			306,288
Vandalia Butler City School District, G.O. Bond .		5.000	%		12/1/2038		Aa2				500,000			508,985
Vandalia, G.O. Bond, AMBAC		5.000	%		12/1/2015		Aa2				235,000			258,512
Wadsworth City School District, G.O. Bond, AGC		5.000	%		12/1/2037		AA	²			180,000			182,657
Warren County, Highway Impt., G.O. Bond		4.000	%		12/1/2022		Aa1				100,000			105,917
Washington Court House City School District, G.O. Bond, FGRNA		5.000	%		12/1/2029		A1				500,000			509,100
West Chester Township, Various Purposes Impt., Series A, G.O. Bond		5.000	%		12/1/2020		Aaa				100,000			112,479

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


7

Investment Portfolio - June 30, 2011 (unaudited)

Coupon
Rate

Maturity
Date

Credit
Rating¹

Principal
Amount/
Shares

Value
(Note 2)

OHIO MUNICIPAL SECURITIES (continued)

Wood County, G.O. Bond

5.400

12/1/2013

Aa2

15,000

15,050

TOTAL MUNICIPAL BONDS

(Identified Cost $38,470,310)

38,829,180

SHORT-TERM INVESTMENTS - 2.7%

Dreyfus Cash Management, Inc. - Institutional Shares⁴

(Identified Cost $1,078,745)

1,078,745

TOTAL INVESTMENTS - 100.4%

(Identified Cost $39,549,055)

39,907,925

LIABILITIES, LESS OTHER ASSETS - (0.4%)

(153,000

)

NET ASSETS - 100%

39,754,925

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.) (formerly known as FSA (Financial Security Assurance, Inc.))

AMBAC (AMBAC Assurance Corp.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

The insurance does not guarantee the market value of the municipal bonds.

¹	Credit ratings from Moody’s (unaudited).

²	Credit ratings from S&P (unaudited).

³	Credit rating has been withdrawn. As of June 30, 2011, there is no rating available.

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

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

NATL - 28.6%; AGM - 17.8%.

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


					8

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $39,549,055) (Note 2)	$	39,907,925
Interest receivable		179,857
Receivable for fund shares sold		26,383


TOTAL ASSETS		40,114,165


LIABILITIES:

Accrued management fees (Note 3)		16,377
Accrued fund accounting and administration fees (Note 3)		7,329
Accrued transfer agent fees (Note 3)		678
Accrued Chief Compliance Officer service fees (Note 3)		466
Payable for securities purchased		310,002
Audit fees payable		18,521
Other payables and accrued expenses		5,867


TOTAL LIABILITIES		359,240


TOTAL NET ASSETS	$	39,754,925


NET ASSETS CONSIST OF:

Capital stock	$	37,241
Additional paid-in-capital		39,105,838
Undistributed net investment income		112,622
Accumulated net realized gain on investments		140,354
Net unrealized appreciation on investments		358,870


TOTAL NET ASSETS	$	39,754,925


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($39,754,925/3,724,149 shares)	$	10.67


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	719,440


EXPENSES:

Management fees (Note 3)		91,828
Fund accounting and administration fees (Note 3)		24,211
Transfer agent fees (Note 3)		1,325
Chief Compliance Officer service fees (Note 3)		1,314
Directors’ fees (Note 3)		489
Audit fees		14,265
Custodian fees		943
Miscellaneous		7,006


Total Expenses		141,381


NET INVESTMENT INCOME		578,059


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		140,002
Net change in unrealized appreciation (depreciation) on investments		1,126,399


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		1,266,401


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,844,460


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	578,059			$	979,572
Net realized gain on investments			140,002				286
Net change in unrealized appreciation (depreciation) on investments			1,126,399				(1,217,584	)


Net increase (decrease) from operations			1,844,460				(237,726	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			(501,615	)			(996,467	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			4,042,325				10,728,881


Net increase in net assets			5,385,170				9,494,688

NET ASSETS:

Beginning of period			34,369,755				24,875,067


End of period (including undistributed net investment income of $112,622 and $36,178, respectively)		$	39,754,925			$	34,369,755


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

Financial Highlights


	For the Six Months Ended
	6/30/11				For the Years Ended
	(unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.30			$	10.62			$	9.82			$	10.43			$	10.46			$	10.52

Income (loss) from investment operations:
Net investment income			0.16	¹			0.35	¹			0.36	¹			0.38				0.34				0.38
Net realized and unrealized gain (loss) on investments			0.35				(0.33	)			0.91				(0.57	)			—	²			(0.05	)

Total from investment operations			0.51				0.02				1.27				(0.19	)			0.34				0.33

Less distributions to shareholders:
From net investment income			(0.14	)			(0.34	)			(0.37	)			(0.36	)			(0.37	)			(0.38	)
From net realized gain on investments			—				—				(0.10	)			(0.06	)			—				(0.01	)

Total distributions to shareholders			(0.14	)			(0.34	)			(0.47	)			(0.42	)			(0.37	)			(0.39	)

Net asset value - End of period		$	10.67			$	10.30			$	10.62			$	9.82			$	10.43			$	10.46

Net assets - End of period (000’s omitted)		$	39,755			$	34,370			$	24,875			$	20,844			$	26,432			$	20,612

Total return³			4.97	%			0.14	%			13.09	%			(1.74	%)			3.28	%			3.19	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*			0.77	%⁴			0.85	%			0.85	%			0.85	%			0.85	%			0.85	%
Net investment income			3.15	%⁴			3.25	%			3.39	%			3.58	%			3.47	%			3.81	%
Portfolio turnover			21	%			0	%⁵			11	%			15	%			3	%			9	%

* 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				0.00	%⁶			0.03	%			0.01	%			0.00	%⁶			0.07	%

¹	Calculated based on average shares outstanding during the period.

²	Less than $0.01 per share.

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 1%.

⁶	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Ohio Tax Exempt 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 as high a level of current income exempt from federal income tax and Ohio State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Ohio Tax Exempt Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the “Service”). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund’s Board of Directors (the “Board”).


13

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

—

Preferred securities

—

Debt securities:

States and political subdivisions (municipals)

38,829,180

—

38,829,180

—

Mutual funds

1,078,745

—

Other financial instruments**

—

Total assets

39,907,925

1,078,745

38,829,180

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

39,907,925

1,078,745

38,829,180

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses


					14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2007 through December 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.

Distributions of Income and Gains

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

Indemnifications

Other


15

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.50% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $11,617,032 and $7,217,466, respectively. There were no purchases or sales of U.S. Government securities.


					16

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Ohio Tax Exempt Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		426,422			$	4,419,598			1,165,715			$	12,625,181
Reinvested		45,412				480,367			89,722				946,551
Repurchased		(83,507	)			(857,640	)		(262,403	)			(2,842,851	)

Total		388,327			$	4,042,325			993,034			$	10,728,881

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	CONCENTRATION OF CREDIT

The Series primarily invests in debt obligations issued by the State of Ohio and its political subdivisions, agencies and public authorities to obtain funds for various public purposes. The Series is more susceptible to factors adversely affecting issues of Ohio municipal securities than is a municipal bond fund that is not concentrated in these issues to the same extent.

8.	FEDERAL INCOME TAX INFORMATION


Tax exempt income			$	996,467


17

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Cost for federal income tax purposes	$	39,549,055
Unrealized appreciation	$	615,082
Unrealized depreciation		(256,212	)

Net unrealized appreciation	$	358,870


					18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30^this 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^stand 3^rdquarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNOHTES-6/11-SAR

LOGO


		DIVERSIFIED TAX EXEMPT SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,047.60		$	2.89
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.97		$	2.86

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.57%, 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 (unaudited)

As of June 30, 2011

LOGO

Credit Quality Ratings^2,3


Aaa	29.8	%
Aa	53.3	%
A	8.4	%
Baa	4.1	%
Unrated investments	0.5	%
Cash, short-term investments, and other assets, less liabilities	3.9	%

²	As a percentage of net assets.

³	Based on ratings from Moody’s, or the S&P equivalent. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series’ investment policies.

TopTen States⁴


Massachusetts	5.9	%
Texas	5.2	%
Virginia	5.0	%
South Carolina	4.4	%
Maryland	4.4	%
Georgia	4.2	%
Florida	3.9	%
Washington	3.7	%
New York	3.7	%
North Carolina	3.5	%
⁴As a percentage of total investments.


2

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS - 96.1%

ALABAMA - 0.4%
Fort Payne Waterworks Board, Revenue Bond, AMBAC		3.500	%		7/1/2015		WR	²		$	665,000		$	685,416
Odenville Utilities Board, Water, Revenue Bond, NATL		4.300	%		8/1/2028		Baa1				500,000			430,565

														1,115,981


ALASKA - 0.2%
Alaska Municipal Bond Bank Authority, Series 1, Revenue Bond, NATL		4.100	%		6/1/2017		Aa2				455,000			481,909


ARIZONA - 1.7%
Mesa, G.O. Bond, FGRNA		4.125	%		7/1/2027		Aa2				2,215,000			2,220,250
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000	%		1/1/2035		Aa1				1,700,000			1,725,993
Yuma County Library District, Series A, G.O. Bond, AMBAC		4.500	%		7/1/2035		Aa3				1,200,000			1,113,504

														5,059,747


ARKANSAS - 1.6%
Arkansas State, G.O. Bond		4.000	%		8/1/2014		Aa1				2,340,000			2,568,922
Arkansas State, Water Utility Impt., Series A, G.O. Bond		4.500	%		7/1/2044		Aa1				1,000,000			989,810
Bentonville School District No. 6, Series A, G.O. Bond		4.500	%		6/1/2040		Aa2				1,000,000			1,000,480
Hot Springs, Public Impt., Revenue Bond, AGC.		4.625	%		12/1/2037		AA	³			500,000			492,110

														5,051,322


CALIFORNIA - 2.0%
Campbell Union School District, G.O. Bond, AGM		4.375	%		8/1/2027		Aa2				1,810,000			1,784,226
Chula Vista Elementary School District, Series F, G.O. Bond, NATL		4.800	%		8/1/2024		Baa1				435,000			441,273
Chula Vista Elementary School District, Series F, G.O. Bond, NATL		4.875	%		8/1/2025		Baa1				425,000			430,385
Los Angeles Unified School District, Series B, G.O. Bond, AMBAC		4.500	%		7/1/2027		Aa2				840,000			809,348
Oak Valley Hospital District, G.O. Bond, FGRNA		4.500	%		7/1/2025		A1				1,395,000			1,313,951


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹		Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

CALIFORNIA (continued)
Richmond Joint Powers Financing Authority, Series A, Tax Allocation, NATL		5.250	%		9/1/2025		Baa1		$	1,570,000		$	1,471,357

													6,250,540


COLORADO - 0.7%
Colorado Water Resources & Power
Development Authority, Water Resource, Series D, Revenue Bond, AGM		4.375	%		8/1/2035		Aa2			1,420,000			1,328,552
Commerce City, Certificate of Participation, AMBAC		4.750	%		12/15/2032		Aaa			1,000,000			939,740

													2,268,292


DELAWARE - 1.9%
Delaware State, Public Impt., G.O. Bond		5.000	%		3/1/2014		Aaa			1,000,000			1,115,120
Delaware State, Public Impt., Series B, G.O. Bond		5.000	%		2/1/2013		Aaa			1,800,000			1,933,344
New Castle County, Public Impt., Series A, G.O. Bond		4.250	%		7/15/2025		Aaa			1,500,000			1,538,340
New Castle County, Public Impt., Series A, G.O. Bond		4.250	%		7/15/2026		Aaa			1,265,000			1,292,792

													5,879,596


DISTRICT OF COLUMBIA - 1.9%
District of Columbia Water & Sewer Authority,
Water Utility Impt., Revenue Bond, AGM		6.000	%		10/1/2014		Aa2			1,500,000			1,731,840
District of Columbia Water & Sewer Authority,
Water Utility Impt., Series A, Revenue Bond		5.250	%		10/1/2029		Aa2			1,000,000			1,068,870
District of Columbia, Public Impt., Prerefunded
Balance, Series A, G.O. Bond, AMBAC		5.000	%		6/1/2022		Aa2			500,000			543,800
District of Columbia, Series A, G.O. Bond, FGRNA		4.750	%		6/1/2033		Aa2			2,500,000			2,436,750

													5,781,260


FLORIDA - 3.9%
Cape Coral, Water Utility Impt., Special Assessment, NATL		4.500	%		7/1/2021		A2			1,845,000			1,882,435
Florida State Board of Education, Capital Outlay, Public Education, Series D, G.O. Bond		5.000	%		6/1/2016		Aa1			2,000,000			2,288,200


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

FLORIDA (continued)
Florida State Department of Transportation, G.O. Bond		5.000	%		7/1/2027		Aa1			$	1,000,000		$	1,037,300
Fort Lauderdale, Water Utility Impt., Revenue Bond		4.500	%		9/1/2038		Aa1				1,000,000			933,110
Miami-Dade County, Water & Sewer Systems, Revenue Bond, AGM		5.000	%		10/1/2039		Aa2				1,500,000			1,506,510
Palm Beach County, FPL Reclaimed Water Project, Revenue Bond		5.000	%		10/1/2040		Aaa				1,020,000			1,046,979
Panama City Beach, Water Utility Impt., Revenue Bond, AGC		5.000	%		6/1/2039		AA	³			1,000,000			1,003,200
Tampa Bay Water Utility System, Revenue Bond		5.000	%		10/1/2038		Aa2				1,000,000			1,013,280
Winter Park, Electric Impt., Series A, Revenue Bond, AGM		5.000	%		10/1/2029		Aa3				1,000,000			1,037,570
Winter Park, Impt., Revenue Bond		5.000	%		12/1/2034		Aa2				250,000			251,870

														12,000,454


GEORGIA - 4.2%
Atlanta, Prerefunded Balance, G.O. Bond		5.600	%		12/1/2018		Aa2				350,000			355,009
Atlanta, Water & Wastewater, Revenue Bond, AGM		5.000	%		11/1/2043		Aa3				1,500,000			1,471,590
Cobb County, Water Utility Impt., Revenue Bond		4.250	%		7/1/2028		Aaa				1,000,000			1,021,100
Dekalb County, Special Transportation Parks & Greenspace, G.O. Bond		4.375	%		12/1/2030		Aa3				1,000,000			891,980
Dekalb County, Water & Sewer, Series A, Revenue Bond		5.000	%		10/1/2035		Aa1				1,000,000			972,530
Forsyth County, Public Impt., Series B, G.O. Bond		5.000	%		3/1/2013		Aaa				670,000			721,590
Fulton County, Water Utility Impt., Revenue Bond, FGRNA		5.000	%		1/1/2035		Aa3				1,000,000			1,001,630
Georgia State, Prerefunded Balance, Series B, G.O. Bond		5.650	%		3/1/2012		Aaa				5,000			5,182
Georgia State, School Impt., Prerefunded Balance, Series F, G.O. Bond		5.000	%		11/1/2015		Aaa				500,000			531,240
Georgia State, School Impt., Series C-1, G.O. Bond		5.000	%		10/1/2014		Aaa				1,415,000			1,607,624
Georgia State, Series B, G.O. Bond		5.000	%		7/1/2015		Aaa				2,000,000			2,308,880
Georgia State, Unrefunded Balance, Series B, G.O. Bond		5.650	%		3/1/2012		Aaa				195,000			202,082


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

GEORGIA (continued)
Gwinnett County Water & Sewerage Authority,
Water Utility Impt., Series A, Revenue Bond		4.000	%		8/1/2028		Aaa			$	1,000,000		$	1,006,160
Madison, Water & Sewer, Revenue Bond, AMBAC		4.625	%		7/1/2030		WR	²			1,000,000			940,310

														13,036,907


HAWAII - 1.2%
Hawaii State, Series DB, G.O. Bond, NATL		5.250	%		9/1/2013		Aa2				875,000			962,421
Hawaii State, Series DG, G.O. Bond, AMBAC		5.000	%		7/1/2014		Aa2				500,000			561,075
Hawaii State, Series DT, G.O. Bond		5.000	%		11/1/2014		Aa2				550,000			622,001
Honolulu County, Public Impt., Series B, G.O. Bond		4.750	%		12/1/2035		Aa1				1,000,000			1,007,520
Honolulu County, Sewer Impt., Series A,
Revenue Bond, FGRNA		5.000	%		7/1/2035		Aa2				500,000			506,325

														3,659,342


ILLINOIS - 0.8%
Chicago, Unrefunded Balance, Series A, G.O. Bond, NATL		5.000	%		1/1/2034		Aa3				520,000			503,620
Springfield Metropolitan Sanitation District, Series A, G.O. Bond		4.750	%		1/1/2034		AA	³			1,115,000			1,108,901
Springfield, Electric Power & Light, Revenue Bond, NATL		5.000	%		3/1/2035		A1				1,000,000			980,890

														2,593,411


INDIANA - 3.4%
Avon Community School Building Corp., Revenue Bond, AMBAC		4.250	%		7/15/2018		A	³			1,450,000			1,551,442
Avon Community School Building Corp., Revenue Bond, AMBAC		4.750	%		1/15/2032		A	³			1,015,000			983,900
Frankfort High School Elementary School Building Corp., Revenue Bond, AGM		4.750	%		7/15/2025		Aa3				1,500,000			1,549,155
Indiana Municipal Power Agency, Series A, Revenue Bond, NATL		5.000	%		1/1/2042		A1				1,000,000			971,060
Indianapolis Local Public Impt. Bond Bank, Waterworks Project, Series A, Revenue Bond, AGC		5.500	%		1/1/2038		Aa3				1,000,000			1,040,470
North Lawrence Community Schools Building Corp., Revenue Bond, AGM		5.000	%		7/15/2020		Aa3				450,000			471,240
Plainfield, Series A, Revenue Bond		4.650	%		1/1/2027		A	³			645,000			652,740


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

INDIANA (continued)
Shelbyville Central Renovation School Building Corp., Revenue Bond, NATL		5.000	%		7/15/2018		Baa1			$	3,000,000		$	3,290,580

														10,510,587


IOWA - 2.8%
Ankeny, Series B, G.O. Bond		4.000	%		6/1/2013		Aa2				1,550,000			1,653,339
Cedar Rapids, Public Impt., Series A, G.O. Bond		4.000	%		6/1/2030		Aaa				440,000			428,019
Cedar Rapids, Series E, G.O. Bond		3.000	%		6/1/2014		Aaa				1,000,000			1,063,710
Des Moines, Public Impt., Series A, G.O. Bond .		2.000	%		6/1/2013		Aa1				1,000,000			1,029,260
Dubuque Iowa, Series D, Revenue Bond		4.000	%		6/1/2030		Aa2				470,000			444,855
Indianola Community School District, G.O. Bond, FGRNA		5.200	%		6/1/2021		A1				425,000			451,380
Iowa City Community School District, G.O. Bond, AGM		4.000	%		6/1/2018		Aaa				425,000			437,975
Linn-Mar Community School District, Revenue Bond		4.625	%		7/1/2029		A2				1,000,000			1,013,350
Polk County, Series C, G.O. Bond		4.000	%		6/1/2017		Aaa				995,000			1,055,715
Sioux City, Public Impt., Series A, G.O. Bond		2.000	%		6/1/2014		Aa1				940,000			971,988

														8,549,591


KANSAS - 1.7%
Johnson County Water District No. 1, Revenue Bond		3.250	%		12/1/2030		Aaa				1,000,000			862,670
Miami County Unified School District No. 416 Louisburg, G.O Bond, NATL		5.000	%		9/1/2018		Baa1				2,000,000			2,217,560
Scott County, G.O. Bond		4.750	%		4/1/2040		A	³			1,000,000			1,010,640
Seward County, G.O. Bond, AGM		5.000	%		8/1/2040		Aa3				1,000,000			1,038,430

														5,129,300


KENTUCKY - 0.9%
Lexington-Fayette Urban County Government Public Facilities Corp., Revenue Bond, NATL.		4.000	%		10/1/2018		Aa3				1,655,000			1,762,989
Louisville & Jefferson County Metropolitan Sewer District, Series A, Revenue Bond, AGC		4.250	%		5/15/2038		Aa3				1,000,000			906,190

														2,669,179


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
MUNICIPAL BONDS (continued)

LOUISIANA - 0.7%
Caddo Parish Parishwide School District, G.O. Bond, NATL		4.350	%		3/1/2026		Aa2			$	660,000		$	669,220
Caddo Parish Parishwide School District, G.O. Bond, NATL		4.375	%		3/1/2027		Aa2				1,090,000			1,103,396
New Orleans, Sewage Service, Revenue Bond, FGIC		5.250	%		6/1/2012		A3				300,000			300,807

														2,073,423


MAINE - 0.6%
Falmouth, School Impt., G.O. Bond		2.000	%		11/15/2014		Aa1				1,000,000			1,034,220
Maine Municipal Bond Bank, Series D, Revenue Bond		4.000	%		11/1/2033		AAA	³			1,000,000			925,970

														1,960,190


MARYLAND - 4.4%
Anne Arundel County, Water & Sewer, G.O. Bond		4.200	%		3/1/2025		Aa1				1,770,000			1,816,569
Baltimore County, Metropolitan District, G.O. Bond		4.250	%		9/1/2029		Aaa				1,000,000			1,011,520
Baltimore County, Public Impt., G.O. Bond		5.000	%		2/1/2014		Aaa				2,250,000			2,500,470
Frederick County, Series C, G.O. Bond		4.000	%		12/1/2014		Aa1				1,410,000			1,560,123
Howard County, Public Impt., Series A, G.O. Bond		4.500	%		2/15/2030		Aaa				1,000,000			1,028,560
Maryland State, Public Impt., First Series, G.O. Bond		5.000	%		3/15/2013		Aaa				1,000,000			1,079,090
Maryland State, Public Impt., Prerefunded Balance, Second Series, G.O. Bond		5.000	%		8/1/2015		Aaa				1,000,000			1,095,400
Maryland State, Public Impt., Second Series, G.O. Bond		5.000	%		7/15/2014		Aaa				1,000,000			1,128,630
Maryland State, Public Impt., Series A, G.O. Bond		4.000	%		8/1/2015		Aaa				500,000			558,800
Prince George’s County, Public Impt., Series A, G.O. Bond		4.000	%		9/15/2014		Aaa				550,000			606,611
Prince George’s County, School Impt., G.O. Bond		5.500	%		10/1/2013		Aaa				400,000			445,176
Prince George’s County, Series D, G.O. Bond		5.000	%		12/1/2012		Aaa				735,000			784,296

														13,615,245


MASSACHUSETTS - 5.9%
Barnstable, G.O. Bond		3.000	%		6/15/2013		AAA	³			670,000			703,634


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
MUNICIPAL BONDS (continued)

MASSACHUSETTS (continued)
Beverly, Municipal Purpose Loan, G.O. Bond		4.500	%		1/15/2035		AA	³		$	695,000		$	674,359
Boston Water & Sewer Commission, Series A, Revenue Bond		5.000	%		11/1/2028		Aa1				510,000			555,635
Boston Water & Sewer Commission, Series A, Revenue Bond		5.000	%		11/1/2031		Aa1				1,000,000			1,070,970
Boston, Public Impt., Series A, G.O. Bond		5.000	%		1/1/2015		Aaa				500,000			567,750
Boston, Series A, G.O. Bond, NATL		4.125	%		1/1/2021		Aaa				1,000,000			1,031,570
Boston, Series A, G.O. Bond, NATL		4.125	%		1/1/2022		Aaa				410,000			420,742
Cambridge, Series A, G.O. Bond		4.000	%		2/1/2026		Aaa				850,000			864,892
Cambridge, Series A, G.O. Bond		4.000	%		2/1/2027		Aaa				850,000			859,741
Commonwealth of Massachusetts, Prerefunded Balance, Series D, G.O. Bond, AGM		5.000	%		12/1/2023		Aa1				1,000,000			1,140,180
Commonwealth of Massachusetts, Public Impt., Series C, G.O. Bond		5.000	%		9/1/2013		Aa1				1,790,000			1,962,467
Commonwealth of Massachusetts, Public Impt., Series D, G.O. Bond, NATL		6.000	%		11/1/2013		Aa1				520,000			584,854
Commonwealth of Massachusetts, Series A, G.O. Bond		4.750	%		8/1/2038		Aa1				500,000			503,270
Commonwealth of Massachusetts, Series B, G.O. Bond		3.000	%		7/1/2013		Aa1				500,000			524,980
Commonwealth of Massachusetts, Series B, G.O. Bond		4.000	%		7/1/2013		Aa1				590,000			631,223
Commonwealth of Massachusetts, Series C, G.O. Bond, AMBAC		5.500	%		12/1/2023		Aa1				1,000,000			1,210,360
Commonwealth of Massachusetts, Series D, G.O. Bond		5.250	%		10/1/2014		Aa1				1,000,000			1,138,600
Lowell, State Qualified, Prerefunded Balance, G.O. Bond, AMBAC		5.000	%		2/1/2020		Aa2				500,000			519,085
Massachusetts Water Resources Authority, Series A, Revenue Bond, AGM		4.375	%		8/1/2032		Aa1				2,000,000			1,971,480
Natick, School Impt., G.O. Bond		3.000	%		6/15/2013		AAA	³			1,000,000			1,049,800

														17,985,592


MICHIGAN - 2.1%
Bendle Public School District, G.O. Bond, FGRNA		4.500	%		5/1/2028		Aa2				640,000			631,046
Detroit City School District, Series B, G.O. Bond, FGIC		5.000	%		5/1/2033		Aa2				750,000			701,708
Detroit Sewer Disposal System, Series B, Revenue Bond, FGRNA		4.625	%		7/1/2034		A2				1,500,000			1,343,370
Muskegon Public Schools, G.O. Bond, AGM		5.000	%		5/1/2020		Aa2				1,000,000			1,062,820


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)
MUNICIPAL BONDS (continued)

MICHIGAN (continued)
Saginaw City School District, G.O. Bond, AGM		4.500	%		5/1/2031		Aa2			$	1,695,000		$	1,624,030
Warren Woods Public Schools, School Building & Site, G.O. Bond, AGM		4.500	%		5/1/2026		Aa2				1,015,000			1,013,853

														6,376,827


MINNESOTA - 2.1%
Brooklyn Center Independent School District No. 286, Series A, G.O. Bond, NATL		4.375	%		2/1/2026		Aa2				1,105,000			1,126,813
Hennepin County, Series B, G.O. Bond		4.000	%		12/1/2014		Aaa				1,000,000			1,107,540
Minnesota State, Public Impt., G.O. Bond		5.000	%		8/1/2013		Aa1				2,000,000			2,185,520
Minnesota State, Series C, G.O. Bond		5.000	%		8/1/2014		Aa1				1,000,000			1,128,590
Pine County, Series A, G.O. Bond, FGRNA		4.400	%		2/1/2028		AAA	³			555,000			562,992
Western Minnesota Municipal Power Agency, Revenue Bond		6.625	%		1/1/2016		Aaa				150,000			170,489

														6,281,944


MISSOURI - 2.2%
Columbia, Electric Light & Power Impt., Series A, Revenue Bond		5.000	%		10/1/2013		AA	³			1,000,000			1,096,050
Columbia, Water Utility Impt., Series A, Revenue Bond		4.125	%		10/1/2033		AA	³			995,000			995,985
Missouri State, Series A, G.O. Bond		5.000	%		10/1/2014		Aaa				830,000			942,988
Missouri State, Water Pollution Control, Prerefunded Balance, Series A, G.O. Bond		4.500	%		12/1/2030		Aaa				2,375,000			2,823,566
Springfield, Electric Light & Power Impt., Revenue Bond, FGRNA		4.750	%		8/1/2031		Aa3				1,015,000			1,025,921

														6,884,510


NEBRASKA - 1.7%
Nebraska Public Power District, Series C, Revenue Bond		5.000	%		1/1/2026		A1				840,000			894,239
Omaha Metropolitan Utilities District, Series A, Revenue Bond, AGM		4.375	%		12/1/2031		Aa3				2,640,000			2,551,613
Omaha Public Power District, Series AA, Revenue Bond, FGRNA		4.500	%		2/1/2034		Aa2				1,950,000			1,856,888

														5,302,740


NEVADA - 1.5%
Clark County, G.O. Bond, AGM		4.750	%		6/1/2027		Aa1				3,000,000			3,033,990


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

Investment Portfolio - June 30, 2011 (unaudited)


		Coupon Rate			Maturity Date		Credit Rating¹		Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

NEVADA (continued)
Las Vegas Valley Water District, Water Impt., Series A, G.O. Bond, AGM			4.750	%		6/1/2033		Aa2		$	1,500,000		$	1,493,865
Nevada State, Project Nos. 66 & 67, Unrefunded Balance, Series A, G.O. Bond, FGRNA			5.000	%		5/15/2028		Aa2			125,000			125,047

														4,652,902


NEW HAMPSHIRE - 1.0%
Manchester, Series F, G.O. Bond			3.750	%		12/1/2025		Aa1			1,005,000			1,008,226
New Hampshire Municipal Bond Bank, Series D, Revenue Bond	��		4.625	%		7/15/2039		Aa3			835,000			849,295
New Hampshire State, Series A, G.O. Bond, NATL			5.000	%		10/15/2012		Aa1			1,000,000			1,061,280

														2,918,801


NEW JERSEY - 1.1%
East Brunswick Township Board of Education, G.O. Bond, AGM			4.500	%		11/1/2028		Aa2			835,000			847,108
East Brunswick Township Board of Education, G.O. Bond, AGM			4.500	%		11/1/2029		Aa2			1,000,000			1,011,730
Morris County Impt. Authority, School District, Morris Hills Regional District, Revenue Bond .			3.700	%		10/1/2018		Aaa			540,000			563,085
Sparta Township Board of Education, G.O. Bond, AGM			4.300	%		2/15/2030		Aa2			1,000,000			990,600

														3,412,523


NEW MEXICO - 0.4%
New Mexico Finance Authority, Public Project Revolving Fund, Series A-1, Revenue Bond, NATL			3.250	%		6/1/2013		Aa1			380,000			399,524
Santa Fe County, Public Impt., G.O. Bond			2.500	%		7/1/2013		Aaa			915,000			952,542

														1,352,066


NEW YORK - 3.7%
Hampton Bays Union Free School District, G.O. Bond, AGM			4.375	%		9/15/2029		Aa3			2,225,000			2,191,914
New York City Municipal Water Finance Authority, Unrefunded Balance, Revenue Bond, FGRNA			5.000	%		6/15/2026		Aa1			520,000			521,721


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

NEW YORK (continued)
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750	%		6/15/2040		Aa1			$	2,590,000		$	2,843,095
New York State Power Authority, Series A, Revenue Bond, NATL		4.500	%		11/15/2047		Aa2				1,000,000			958,030
New York State Urban Development Corp., Series B, Revenue Bond, NATL		5.000	%		1/1/2019		AA	³			1,000,000			1,093,350
Port Authority of New York & New Jersey, Revenue Bond		4.500	%		10/15/2037		Aa2				1,000,000			974,350
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.375	%		10/15/2030		AA	³			2,000,000			2,015,400
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.375	%		7/15/2040		AA	³			855,000			821,681

														11,419,541


NORTH CAROLINA - 3.5%
Charlotte, Series B, G.O. Bond		5.000	%		6/1/2015		Aaa				1,010,000			1,163,964
Charlotte, Series B, Revenue Bond		4.625	%		7/1/2039		Aaa				1,000,000			1,011,380
Charlotte, Water & Sewer, Revenue Bond		5.000	%		7/1/2038		Aaa				1,000,000			1,038,270
North Carolina Municipal Power Agency No. 1 Catawba, Series A, Revenue Bond		5.000	%		1/1/2030		A2				1,000,000			1,023,860
North Carolina State, Highway Impt., Revenue Bond, NATL		4.000	%		3/1/2018		Aa2				1,355,000			1,494,104
North Carolina State, Series B, G.O. Bond		5.000	%		6/1/2014		Aaa				1,390,000			1,562,499
North Carolina State, Series B, G.O. Bond		5.000	%		6/1/2015		Aaa				2,000,000			2,304,880
Wake County, Series C, G.O. Bond		5.000	%		3/1/2014		Aaa				940,000			1,047,686

														10,646,643


NORTH DAKOTA - 0.6%
Fargo, Public Impt., Series A, G.O. Bond, NATL		4.700	%		5/1/2030		Aa1				1,840,000			1,870,360


OHIO - 1.5%
Brookville Local School District, G.O. Bond, AGM		4.125	%		12/1/2026		Aa3				660,000			643,421
Columbus City School District, G.O. Bond, AGM		4.375	%		12/1/2032		Aa2				1,000,000			961,610
Columbus, Limited Tax, Series 2, G.O. Bond		5.000	%		7/1/2017		Aaa				1,000,000			1,112,720
Newark City School District, G.O. Bond, FGRNA		4.250	%		12/1/2027		A1				500,000			483,330


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

OHIO (continued)
Ohio State, Conservation Project, Prerefunded Balance, Series A, G.O. Bond		5.000	%		3/1/2015		Aa1			$	1,000,000		$	1,116,820
Springfield City School District, Prerefunded Balance, G.O. Bond, FGIC		5.200	%		12/1/2023		A1				325,000			338,120

														4,656,021


OKLAHOMA - 1.1%
Oklahoma City Water Utilities Trust, Series A, Revenue Bond		4.125	%		7/1/2039		Aa1				1,000,000			928,610
Oklahoma City Water Utilities Trust, Series B, Revenue Bond		3.000	%		7/1/2013		Aa1				500,000			525,085
Tulsa, Public Impt., G.O. Bond		4.000	%		12/1/2013		Aa1				1,700,000			1,841,100

														3,294,795


OREGON - 1.2%
Clackamas County School District No. 12 North Clackamas, Series A, G.O. Bond, AGM		4.750	%		6/15/2031		Aa1				870,000			890,828
Portland, Water Utility Impt., Series A, Revenue Bond		5.000	%		5/1/2034		Aaa				1,000,000			1,058,080
Portland, Water Utility Impt., Series A, Revenue Bond, NATL		4.500	%		10/1/2031		Aa1				550,000			555,087
Salem, Water & Sewer, Revenue Bond, AGM		5.000	%		5/1/2014		Aa3				1,120,000			1,246,280

														3,750,275


PENNSYLVANIA - 2.9%
Allegheny County, Series C-62B, G.O. Bond		5.000	%		11/1/2029		A1				750,000			761,700
Commonwealth of Pennsylvania, Second Series, G.O. Bond, CIFG		4.250	%		3/1/2025		Aa1				2,000,000			2,046,140
Erie Water Authority, Series 2006, Revenue Bond, AGM		5.000	%		12/1/2036		AA	³			1,000,000			1,013,680
Jenkintown School District, Series A, G.O. Bond, FGRNA		4.500	%		5/15/2032		A	³			1,000,000			970,940
Lancaster School District, G.O. Bond, AGM		5.000	%		6/1/2019		Aa3				1,200,000			1,345,212
Pennsylvania Turnpike Commission, Prerefunded Balance, Revenue Bond, AMBAC		5.375	%		7/15/2019		Aa3				530,000			536,445
Philadelphia, Water & Wastewater, Prerefunded Balance, Revenue Bond, NATL		5.600	%		8/1/2018		BBB	³			20,000			23,871
Plum Boro School District, Series A, G.O. Bond, FGRNA		4.500	%		9/15/2030		A	³			855,000			849,511


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date	Credit Rating¹	Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

PENNSYLVANIA (continued)
Uniontown Area School District, G.O. Bond, AGM		4.350	%	10/1/2034	Aa3		$	1,500,000		$	1,374,465

											8,921,964


RHODE ISLAND - 0.6%
Narragansett Bay Commission, Series A, Revenue Bond, NATL		5.000	%	8/1/2035	Baa1			1,000,000			988,910
Rhode Island Clean Water Finance Agency, Series A, Revenue Bond, NATL		5.000	%	10/1/2035	Baa1			1,000,000			927,090

											1,916,000


SOUTH CAROLINA - 4.4%
Beaufort County School District, Series B, G.O. Bond, SCSDE		5.000	%	3/1/2017	Aa1			1,000,000			1,172,770
Charleston County, Transportation Sales Tax, G.O. Bond		5.000	%	11/1/2017	Aaa			1,000,000			1,150,290
Columbia, Water Utility Impt., Revenue Bond		5.000	%	2/1/2027	Aa1			1,750,000			1,898,558
Lexington, Waterworks & Sewer System, Revenue Bond, AGC		5.000	%	1/15/2039	Aa3			1,565,000			1,589,977
Richland County School District No. 1, Series B, G.O. Bond, SCSDE		4.450	%	3/1/2026	Aa1			1,005,000			1,031,793
South Carolina Transportation Infrastructure Bank, Series B, Revenue Bond, AMBAC		4.250	%	10/1/2027	A1			2,000,000			1,927,020
South Carolina, State Institutional - South Carolina State University, Series B, G.O. Bond		5.250	%	4/1/2014	Aaa			1,000,000			1,124,560
South Carolina, State Institutional - South Carolina State University, Series D, G.O. Bond		4.250	%	10/1/2026	Aaa			1,250,000			1,280,688
Spartanburg Sanitation Sewer District, Series B, Revenue Bond, NATL		5.000	%	3/1/2032	A1			1,500,000			1,509,945
Sumter, Water Utility Impt., Revenue Bond, XLCA		4.500	%	12/1/2032	A1			1,000,000			958,800

											13,644,401


SOUTH DAKOTA - 0.2%
Rapid City, Water Utility Impt., Revenue Bond		5.250	%	11/1/2039	Aa3			450,000			465,935


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

TENNESSEE - 2.6%
Chattanooga, Series B, G.O. Bond		2.000	%		2/1/2013		AA	³		$	425,000		$	435,910
Claiborne County, Public Impt., Series A, G.O. Bond		4.125	%		4/1/2030		A	³			750,000			720,563
Hamilton County, Public Impt., G.O. Bond		3.000	%		3/1/2014		Aaa				1,135,000			1,203,202
Maryville, Series B, G.O. Bond		3.500	%		6/1/2030		Aa3				1,280,000			1,238,579
Metropolitan Government of Nashville & Davidson County, Series B, G.O. Bond		5.000	%		1/1/2014		Aa1				1,000,000			1,107,020
Rutherford County, School Impt., G.O. Bond		3.000	%		4/1/2013		Aa1				1,000,000			1,044,380
Tennessee State, Series A, G.O. Bond		4.000	%		5/1/2013		Aaa				425,000			452,935
Tennessee State, Series C, G.O. Bond		5.250	%		9/1/2013		Aaa				1,500,000			1,654,665

														7,857,254


TEXAS - 5.2%
Clear Creek Independent School District, G.O. Bond, AGM		4.000	%		2/15/2029		Aa2				2,340,000			2,290,603
Collin County, Public Impt., G.O. Bond		2.000	%		2/15/2014		Aaa				545,000			563,149
Dallas, Public Impt., G.O. Bond		5.000	%		2/15/2013		Aa1				1,315,000			1,412,389
Fort Bend County, Public Impt., G.O. Bond, NATL		4.750	%		3/1/2031		Aa1				1,000,000			1,012,330
Fort Worth, Water Utility Impt., Series C, Revenue Bond		5.000	%		2/15/2014		Aa1				1,595,000			1,769,668
Harris County, Series A, G.O. Bond		5.000	%		10/1/2024		AAA	³			500,000			561,760
Harris County, Series B, G.O. Bond		4.000	%		10/1/2013		AAA	³			1,000,000			1,078,420
Huntsville Independent School District, G.O. Bond		4.500	%		2/15/2029		Aaa				1,220,000			1,233,359
North East Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.000	%		8/1/2022		AAA	³			550,000			622,077
San Antonio, Water, Revenue Bond, FGRNA		4.375	%		5/15/2029		Aa1				1,400,000			1,401,736
San Marcos Consolidated Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.625	%		8/1/2026		Aaa				475,000			546,293
Tarrant Regional Water District, Water Utility Impt., Revenue Bond, FGRNA		4.750	%		3/1/2029		Aa1				1,000,000			1,028,170
Texas State, Public Impt., G.O. Bond		5.000	%		10/1/2014		Aaa				500,000			567,895
Texas State, Series A, G.O. Bond		5.000	%		8/1/2014		Aaa				700,000			790,930
University of Texas, Financing System, Series F, Revenue Bond		4.750	%		8/15/2028		Aaa				1,000,000			1,027,250

														15,906,029


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹		Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

UTAH - 3.1%
Mountain Regional Water Special Service District, Revenue Bond, NATL		5.000	%		12/15/2030		Baa1		$	1,240,000		$	1,240,260
Ogden City School District, G.O. Bond		4.250	%		6/15/2025		Aaa			1,500,000			1,533,045
Ogden, Water Utility Impt., Revenue Bond, AGM		4.500	%		6/15/2038		Aa3			750,000			693,540
Provo City School District, Series B, G.O. Bond		4.000	%		6/15/2014		Aaa			1,100,000			1,201,893
Salt Lake County, Public Impt., Series A, G.O. Bond		4.000	%		12/15/2014		Aaa			400,000			443,980
Salt Lake County, Public Impt., Series A, G.O. Bond		4.000	%		12/15/2030		Aaa			680,000			675,444
St. George, Parks and Recreation, G.O. Bond, AMBAC		4.000	%		8/1/2019		Aa2			795,000			824,502
Utah State, Highway Impt., Series A, G.O. Bond		5.000	%		7/1/2014		Aaa			460,000			518,820
Utah State, Highway Impt., Series A, G.O. Bond		5.000	%		7/1/2014		Aaa			1,000,000			1,127,870
Utah State, Public Impt., Series B, G.O. Bond		4.000	%		7/1/2013		Aaa			450,000			482,283
Utah State, Public Impt., Series B, G.O. Bond		4.000	%		7/1/2015		Aaa			595,000			664,121

													9,405,758


VERMONT - 0.3%
Vermont State, Public Impt., Series D, G.O. Bond		4.500	%		7/15/2025		Aaa			1,000,000			1,052,630


VIRGINIA - 5.0%
Arlington County, Public Impt., Series B, G.O. Bond		4.000	%		8/15/2014		Aaa			1,000,000			1,101,100
Chesterfield County, Public Impt., G.O. Bond		3.500	%		1/1/2015		Aaa			1,000,000			1,086,920
Commonwealth of Virginia, School Impt., Series A, G.O. Bond		5.000	%		6/1/2014		Aaa			2,450,000			2,754,805
Commonwealth of Virginia, Series B, G.O. Bond		5.000	%		6/1/2013		Aaa			1,410,000			1,534,545
Fairfax County Water Authority, Series B, Revenue Bond		4.000	%		4/1/2032		Aaa			1,000,000			967,040
Fairfax County, Public Impt., Series A, G.O. Bond		5.000	%		4/1/2014		Aaa			400,000			447,216
Fairfax County, Public Impt., Series A, G.O. Bond		4.000	%		4/1/2017		Aaa			2,000,000			2,171,900
Fairfax County, Public Impt., Series A, G.O. Bond		4.250	%		4/1/2027		Aaa			1,500,000			1,524,375


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

MUNICIPAL BONDS (continued)

VIRGINIA (continued)
Norfolk, Water Utility Impt., Revenue Bond		3.750	%		11/1/2040		Aa2			$	1,000,000		$	851,390
Prince William County, Public Impt., Series A, G.O. Bond		3.000	%		8/1/2014		Aaa				1,060,000			1,133,797
Richmond, Public Impt., Series B, G.O. Bond, AGM		5.000	%		7/15/2014		Aa2				670,000			755,968
Richmond, Series B, G.O. Bond, AGM		4.750	%		7/15/2023		Aa2				400,000			412,100
Upper Occoquan Sewage Authority, Series B, Revenue Bond		4.500	%		7/1/2038		Aa1				470,000			468,543

														15,209,699


WASHINGTON - 3.7%
Franklin County, Public Impt., G.O. Bond, FGRNA		5.125	%		12/1/2022		BBB	³			1,000,000			1,036,490
Grant County Public Utility District No. 2 Priest Rapids, Series A, Revenue Bond, NATL		5.000	%		1/1/2043		Aa3				1,000,000			990,600
King County School District No. 411 Issaquah, Series A, G.O. Bond, AGM		5.250	%		12/1/2018		Aaa				2,420,000			2,723,613
King County, Sewer Impt., G.O. Bond, FGRNA .		5.000	%		1/1/2035		Aa1				1,255,000			1,275,933
King County, Sewer Impt., Series A, Revenue Bond, NATL		4.500	%		1/1/2032		Aa2				1,070,000			1,046,160
Seattle, Drain & Wastewater, Revenue Bond, NATL		4.375	%		2/1/2026		Aa1				2,000,000			2,038,160
Tacoma, Sewer Impt., Revenue Bond, FGRNA		5.125	%		12/1/2036		Aa2				1,275,000			1,301,227
Washington State, Public Impt., Series A, G.O. Bond		5.000	%		7/1/2031		Aa1				1,000,000			1,044,220

														11,456,403


WISCONSIN - 3.3%
Central Brown County Water Authority, Water Systems, Revenue Bond, AMBAC		5.000	%		12/1/2035		A	³			1,500,000			1,477,065
Dane County, Series A, G.O. Bond		3.000	%		6/1/2012		Aa1				1,475,000			1,509,928
Eau Claire, Series B, G.O. Bond, NATL		4.000	%		4/1/2015		Aa1				1,195,000			1,322,040
Madison, Water Utility Impt., Series A, Revenue Bond		4.250	%		1/1/2030		Aa1				1,000,000			983,630
Milwaukee County Metropolitan Sewer District, Series F, G.O. Bond		5.000	%		10/1/2018		Aaa				1,050,000			1,245,825
Oshkosh, Corporate Purposes, Prerefunded Balance, Series A, G.O. Bond, FGRNA		5.050	%		12/1/2021		Aa2				450,000			459,153
Wisconsin Public Power, Inc., Series A, Revenue Bond, AMBAC		5.000	%		7/1/2035		A1				870,000			853,313


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

Investment Portfolio - June 30, 2011 (unaudited)

Coupon
Rate

Maturity
Date

Credit
Rating¹

Principal Amount/
Shares

Value
(Note 2)

MUNICIPAL BONDS (continued)

WISCONSIN (continued)

Wisconsin State, Public Impt., Prerefunded Balance, Series E, G.O. Bond, FGIC

5.000

5/1/2019

Aa2

1,000,000

1,148,650

Wisconsin State, Public Impt., Series C, G.O. Bond

5.000

5/1/2026

Aa2

1,150,000

1,235,917

10,235,521

WYOMING - 0.2%

Wyoming Municipal Power Agency, Series A, Revenue Bond

5.375

1/1/2042

710,000

721,083

TOTAL MUNICIPAL BONDS
(Identified Cost $291,496,276)

295,284,493

SHORT-TERM INVESTMENTS - 3.5%

Dreyfus AMT - Free Municipal Reserves - Class R
(Identified Cost $10,714,656)

10,714,656

10,714,656

TOTAL INVESTMENTS - 99.6%
(Identified Cost $302,210,932)

305,999,149

OTHER ASSETS, LESS LIABILITIES - 0.4%

1,280,842

NET ASSETS - 100%

307,279,991

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

No. - Number

SCSDE - South Carolina School District Enhanced

Scheduled principal and interest payments are guaranteed by:

AGC (Assurance Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

AMRAG (AMBAC reinsured by AGC)

CIFG (CIFG North America, Inc.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

The insurance does not guarantee the market value of the municipal bonds.

¹	Credit ratings from Moody’s (unaudited).

²	Credit rating has been withdrawn. As of June 30, 2011, there is no rating available.

³	Credit ratings from S&P (unaudited).

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

NATL - 20.9%; AGM - 14.9%.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $302,210,932) (Note 2)	$	305,999,149
Interest receivable		3,694,650
Receivable for fund shares sold		742,369


TOTAL ASSETS		310,436,168


LIABILITIES:

Cash overdraft		1,513,561
Accrued management fees (Note 3)		126,281
Accrued fund accounting and administration fees (Note 3)		23,061
Accrued transfer agent fees (Note 3)		1,071
Accrued directors fees (Note 3)		624
Accrued Chief Compliance Officer service fees (Note 3)		466
Payable for securities purchased		1,125,890
Payable for fund shares repurchased		341,870
Other payables and accrued expenses		23,353


TOTAL LIABILITIES		3,156,177


TOTAL NET ASSETS	$	307,279,991


NET ASSETS CONSIST OF:

Capital stock	$	276,139
Additional paid-in-capital		301,945,100
Undistributed net investment income		1,046,749
Accumulated net realized gain on investments		223,786
Net unrealized appreciation on investments		3,788,217


TOTAL NET ASSETS	$	307,279,991

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($307,279,991/27,613,929 shares)	$	11.13


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	5,612,177


EXPENSES:

Management fees (Note 3)		714,955
Fund accounting and administration fees (Note 3)		52,486
Directors’ fees (Note 3)		4,025
Transfer agent fees (Note 3)		2,299
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		7,123
Miscellaneous		39,807


Total Expenses		822,009


NET INVESTMENT INCOME		4,790,168


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		223,786

Net change in unrealized appreciation on investments		8,497,999


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		8,721,785


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,511,953


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

Statement of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	4,790,168			$	9,289,523
Net realized gain on investments			223,786				44,160
Net change in unrealized appreciation (depreciation) on investments			8,497,999				(9,181,739	)


Net increase from operations			13,511,953				151,944


DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income			(4,014,926	)			(10,674,465	)
From net realized gain on investments			—				(50,263	)


Total distributions to shareholders			(4,014,926	)			(10,724,728	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			20,813,128				53,056,589


Net increase in net assets			30,310,155				42,483,805

NET ASSETS:

Beginning of period			276,969,836				234,486,031


End of period (including undistributed net investment income of $1,046,749 and $271,507, respectively)		$	307,279,991			$	276,969,836


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

Financial Highlights


	For the Six Months Ended 6/30/11				For the Years Ended
	(unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.77			$	11.17			$	10.34			$	10.92			$	10.95			$	10.90

Income (loss) from investment operations:
Net investment income			0.18	¹			0.40	¹			0.40	¹			0.42				0.36				0.37
Net realized and unrealized gain (loss) on investments			0.33				(0.35	)			0.90				(0.62	)			(0.02	)			0.05

Total from investment operations			0.51				0.05				1.30				(0.20	)			0.34				0.42

Less distributions to shareholders:
From net investment income			(0.15	)			(0.45	)			(0.44	)			(0.36	)			(0.37	)			(0.36	)
From net realized gain on investments			—				—	²			(0.03	)			(0.02	)			—	²			(0.01	)

Total distributions to shareholders			(0.15	)			(0.45	)			(0.47	)			(0.38	)			(0.37	)			(0.37	)

Net asset value - End of period		$	11.13			$	10.77			$	11.17			$	10.34			$	10.92			$	10.95

Net assets - End of period (000’s omitted)		$	307,280			$	276,970			$	234,486			$	197,736			$	235,709			$	167,689

Total return³			4.76	%			0.41	%			12.75	%			(1.79	%)			3.20	%			3.94	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*			0.57	%⁴			0.58	%			0.60	%			0.61	%			0.62	%			0.66	%
Net investment income			3.35	%⁴			3.51	%			3.65	%			3.75	%			3.65	%			3.71	%
Portfolio turnover			26	%			3	%			8	%			7	%			3	%			5	%

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

0.00

%⁵

0.01

N/A

¹	Calculated based on average shares outstanding during the period.

²	Less than $0.01 per share.

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%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Diversified Tax Exempt 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 as high a level of current income exempt from federal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as Diversified Tax Exempt Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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


					23

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

—

Preferred securities

—

Debt securities:

States and political subdivisions (municipals)

295,284,493

—

295,284,493

—

Mutual funds

10,714,656

—

Other financial instruments**

—

Total assets

305,999,149

10,714,656

295,284,493

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

305,999,149

10,714,656

295,284,493

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses


24

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other


					25

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $95,439,546 and $72,174,452, respectively. There were no purchases or sales of U.S. Government securities.


26

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Diversified Tax Exempt Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		2,774,208			$	30,359,164			7,011,303			$	79,206,449
Reinvested		339,321				3,733,268			903,576				10,015,744
Repurchased		(1,215,517	)			(13,279,304	)		(3,196,428	)			(36,165,604	)

Total		1,898,012			$	20,813,128			4,718,451			$	53,056,589

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FEDERAL INCOME TAX INFORMATION


Tax exempt income	$	10,676,650
Long-term capital gains		48,078

At June 30, 2011, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation was as follows:


Cost for federal income tax purposes	$	302,210,932
Unrealized appreciation	$	6,210,190
Unrealized depreciation		(2,421,973	)

Net unrealized appreciation	$	3,788,217


					27

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

By phone

1-800-466-3863

On the Securities and Exchange Commission’s

(SEC) web site

http://www.sec.gov

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNDTES-6/11-SAR

LOGO


		NEW YORK TAX EXEMPT SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,046.30		$	3.04
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.


				1

Portfolio Composition as of June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS - 96.6%
Albany County, Public Impt., G.O. Bond		4.000	%		6/1/2026		Aa2			$	500,000		$	504,200
Arlington Central School District, G.O. Bond, NATL		4.625	%		12/15/2024		Aa2				845,000			861,815
Arlington Central School District, G.O. Bond, NATL		4.625	%		12/15/2025		Aa2				365,000			371,139
Beacon, Series A, G.O. Bond		4.000	%		8/15/2014		Aa3				400,000			438,020
Bethlehem, Public Impt., G.O. Bond		4.500	%		12/1/2033		AA	²			335,000			345,653
Bethlehem, Public Impt., G.O. Bond		4.500	%		12/1/2035		AA	²			425,000			435,221
Briarcliff Manor, Public Impt., Series A, G.O. Bond, AMBAC		4.000	%		10/1/2025		Aa2				280,000			286,381
Brookhaven, G.O. Bond, AMBAC		5.000	%		6/1/2014		Aa2				200,000			223,524
Brookhaven, Public Impt., G.O. Bond		3.000	%		3/15/2013		Aa2				1,050,000			1,095,696
Buffalo Fiscal Stability Authority, Sales Tax & State Aid, Series B, Revenue Bond, NATL		5.000	%		9/1/2016		Aa1				525,000			590,898
Cayuga County, Public Impt., G.O. Bond, AGM .		3.250	%		4/1/2026		Aa3				670,000			645,552
Chappaqua Central School District, G.O. Bond		3.000	%		1/15/2013		Aaa				300,000			311,382
Chautauqua County, Public Impt., G.O. Bond		4.250	%		1/15/2027		A	²			665,000			681,379
Chautauqua County, Public Impt., Series B, G.O. Bond, NATL		4.500	%		12/15/2018		Aa3				485,000			523,373
Clarkstown, Series B, G.O. Bond		4.000	%		10/15/2012		AAA	²			315,000			329,616
Cleveland Hill Union Free School District, G.O. Bond, AGM		3.750	%		6/15/2025		Aa3				475,000			481,498
Clifton Park Water Authority, Revenue Bond		4.250	%		10/1/2029		AA	²			250,000			255,403
Connetquot Central School District of Islip, G.O. Bond		4.000	%		7/15/2014		Aa2				390,000			427,167
Dutchess County, Public Impt., Prerefunded Balance, G.O. Bond, NATL		4.000	%		12/15/2016		Aa1				315,000			350,809
Dutchess County, Public Impt., Unrefunded Balance, G.O. Bond, NATL		4.000	%		12/15/2016		Aa1				360,000			388,915
East Islip Union Free School District, Series A, G.O. Bond		4.000	%		6/15/2015		AA	²			345,000			381,639
East Rochester Union Free School District, G.O. Bond		3.500	%		3/15/2023		AA	²			380,000			386,783
Erie County Water Authority, Revenue Bond		5.000	%		12/1/2013		Aa2				400,000			441,548
Erie County Water Authority, Revenue Bond, NATL		5.000	%		12/1/2037		Aa2				625,000			636,994
Fairport Village, Public Impt., G.O. Bond		2.625	%		5/15/2013		AA	²			265,000			273,559
Gates Chili Central School District, G.O. Bond		2.500	%		6/15/2016		Aa3				555,000			579,958
Gates Chili Central School District, G.O. Bond		3.000	%		6/15/2017		Aa3				590,000			626,497
Geneva City, Public Impt., G.O. Bond, AGM		3.250	%		5/15/2018		Aa3				590,000			623,825
Greece Central School District, G.O. Bond, AGM		4.000	%		6/15/2019		Aa3				2,675,000			2,882,152
Greene County, Public Impt., G.O. Bond		1.500	%		3/15/2014		Aa3				505,000			509,939
Greene County, Public Impt., G.O. Bond		3.000	%		12/15/2014		Aa3				595,000			632,318


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
Guilderland Central School District, G.O. Bond		3.000	%		12/15/2020		Aa3			$	345,000		$	346,915
Hampton Bays Union Free School District, G.O. Bond, AGM		4.250	%		9/15/2026		Aa3				1,140,000			1,142,576
Haverstraw-Stony Point Central School District, G.O. Bond, AGM		4.500	%		10/15/2032		Aa2				2,000,000			2,007,500
Homer Central School District, School Impt., G.O. Bond, AGC		3.500	%		6/15/2018		Aa3				500,000			534,620
Huntington, G.O. Bond, AMBAC		5.500	%		4/15/2014		Aaa				415,000			468,859
Huntington, Public Impt., G.O. Bond		2.000	%		6/15/2014		Aaa				570,000			590,127
Hyde Park Central School District, G.O. Bond, AGC		3.500	%		6/15/2018		AA	²			360,000			386,118
Ithaca City School District, G.O. Bond		3.000	%		7/1/2014		AA	²			675,000			715,453
Johnson City Central School District, G.O. Bond, FGRNA		4.375	%		6/15/2028		A	²			1,000,000			986,430
Johnson City Central School District, G.O. Bond, FGRNA		4.375	%		6/15/2030		A	²			985,000			951,096
Katonah-Lewisboro Union Free School District, Series C, G.O. Bond, FGRNA		5.000	%		11/1/2014		Aa2				300,000			340,959
Lake George Central School District, G.O. Bond		3.750	%		7/15/2025		AA	²			335,000			337,342
Long Beach City School District, G.O. Bond		3.000	%		5/1/2014		Aa2				500,000			524,360
Long Island Power Authority, Electric Systems, Prerefunded Balance, Series C, Revenue Bond, CIFG		5.000	%		9/1/2015		Aaa				250,000			274,603
Long Island Power Authority, Electric Systems, Series A, Revenue Bond		5.750	%		4/1/2039		A3				675,000			721,453
Long Island Power Authority, Electric Systems, Series A, Revenue Bond, FGRNA		5.000	%		12/1/2019		A3				1,000,000			1,089,500
Long Island Power Authority, Electric Systems, Series A, Revenue Bond, FGRNA		5.000	%		12/1/2025		A3				1,690,000			1,754,034
Long Island Power Authority, Electric Systems, Series F, Revenue Bond, NATL		4.500	%		5/1/2028		A3				1,880,000			1,825,837
Maine-Endwell Central School District, G.O. Bond, AGC		4.000	%		6/15/2025		AA	²			1,000,000			991,530
Mamaroneck Union Free School District, G.O. Bond		3.500	%		6/15/2025		Aaa				1,000,000			1,015,990
Marlboro Central School District, G.O. Bond, AGC		4.000	%		12/15/2026		AA	²			500,000			512,265
Metropolitan Transportation Authority, Dedicated
Tax Fund, Series B, Revenue Bond		5.000	%		11/15/2034		AA	²			1,000,000			1,015,670
Metropolitan Transportation Authority, Series B, Revenue Bond, AGM		4.500	%		11/15/2032		Aa3				500,000			483,305
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000	%		11/15/2030		A2				640,000			640,960


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
Miller Place Union Free School District, G.O. Bond		4.000	%		2/15/2027		Aa2			$	265,000		$	265,755
Minisink Valley Central School District, G.O. Bond		2.500	%		4/15/2014		AA	²			225,000			235,085
Minisink Valley Central School District, G.O. Bond		2.500	%		4/15/2015		AA	²			200,000			208,246
Minisink Valley Central School District, G.O. Bond		3.500	%		4/15/2025		AA	²			900,000			893,151
Monroe County Water Authority, Revenue Bond		4.250	%		8/1/2030		Aa2				405,000			405,016
Monroe County Water Authority, Revenue Bond		4.500	%		8/1/2035		Aa2				275,000			272,594
Nanuet Union Free School District, G.O. Bond, AGM		4.300	%		6/15/2029		Aa2				505,000			510,545
Nassau County Interim Finance Authority, Sales Tax Secured, Series A, Revenue Bond, AMBAC		4.750	%		11/15/2023		Aa1				1,000,000			1,031,740
Nassau County, Public Impt., Series C, G.O. Bond		4.000	%		10/1/2026		A1				1,000,000			929,490
Nassau County, Public Impt., Series C, G.O. Bond, AGC		5.000	%		10/1/2028		Aa3				1,000,000			1,032,690
New Hyde Park & Garden City Park, Union Free School District, G.O. Bond, AGM		4.125	%		6/15/2023		Aa2				200,000			204,560
New York City Municipal Water Finance Authority, Unrefunded Balance, Revenue Bond, FGRNA		5.000	%		6/15/2026		Aa1				520,000			521,721
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.250	%		6/15/2033		Aa1				1,250,000			1,207,513
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.500	%		6/15/2037		Aa1				1,000,000			964,350
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750	%		6/15/2040		Aa1				1,000,000			1,097,720
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond, AMBAC		5.000	%		6/15/2035		Aa1				750,000			756,517
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series D, Revenue Bond, AMBAC		4.500	%		6/15/2036		Aa1				500,000			484,315
New York City Transitional Finance Authority, Public Impt., Prerefunded Balance, Future Tax Secured, Revenue Bond, NATL		5.250	%		2/1/2021		Aaa				1,000,000			1,077,800


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹		Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
New York City, G.O. Bond, XLCA		5.000	%		9/1/2019		Aa2		$	500,000		$	557,530
New York City, Prerefunded Balance, Series G, G.O. Bond		5.000	%		8/1/2017		Aa2			310,000			325,925
New York City, Public Impt., Prerefunded Balance, Series D, G.O. Bond		5.250	%		10/15/2017		Aa2			1,950,000			2,163,096
New York City, Public Impt., Prerefunded Balance, Series J, G.O. Bond		5.250	%		6/1/2028		Aa2			1,600,000			1,748,448
New York City, Public Impt., Series A, G.O. Bond		5.000	%		8/1/2013		Aa2			1,000,000			1,088,520
New York City, Public Impt., Series F, G.O. Bond		3.750	%		12/15/2012		Aa2			500,000			523,290
New York City, Series D, G.O. Bond		5.250	%		8/1/2014		Aa2			1,390,000			1,566,447
New York City, Series O, G.O. Bond		5.000	%		6/1/2033		Aa2			1,050,000			1,063,745
New York State Dormitory Authority, Columbia University, Revenue Bond		5.000	%		7/1/2038		Aaa			900,000			937,197
New York State Dormitory Authority, Columbia University, Series A, Revenue Bond		5.000	%		7/1/2025		Aaa			500,000			506,460
New York State Dormitory Authority, Cornell University, Series C, Revenue Bond		5.000	%		7/1/2037		Aa1			1,000,000			1,040,430
New York State Dormitory Authority, Education, Series F, Revenue Bond		5.000	%		3/15/2023		Aa3			1,475,000			1,594,519
New York State Dormitory Authority, New York University, Series A, Revenue Bond		5.000	%		7/1/2039		Aa3			1,000,000			1,015,820
New York State Dormitory Authority, Series A, Revenue Bond, AGM		5.000	%		10/1/2018		Aa3			250,000			282,187
New York State Dormitory Authority, Series A, Revenue Bond, AGM		5.000	%		10/1/2021		Aa3			250,000			278,300
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.000	%		10/1/2025		Aa3			1,500,000			1,449,225
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.375	%		10/1/2030		Aa3			1,500,000			1,455,240
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.400	%		10/1/2030		Aa3			140,000			136,301
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.750	%		10/1/2040		Aa3			1,360,000			1,291,918
New York State Dormitory Authority, University of Rochester, Series A, Revenue Bond		5.125	%		7/1/2039		Aa3			1,000,000			1,014,090
New York State Environmental Facilities Corp., Clean Water & Drinking, Revenue Bond		4.500	%		6/15/2022		Aaa			300,000			309,342
New York State Environmental Facilities Corp., Clean Water & Drinking, Revenue Bond, NATL		5.000	%		6/15/2021		Aaa			600,000			621,864


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
New York State Environmental Facilities Corp., Clean Water & Drinking, Series A, Revenue Bond		4.500	%		6/15/2036		Aaa			$	1,000,000		$	990,360
New York State Environmental Facilities Corp., Clean Water & Drinking, Series B, Revenue Bond		5.000	%		6/15/2027		Aaa				1,000,000			1,028,660
New York State Environmental Facilities Corp., Clean Water & Drinking, Series B, Revenue Bond		4.500	%		6/15/2036		Aa1				1,500,000			1,459,380
New York State Environmental Facilities Corp., Personal Income Tax, Series A, Revenue Bond		5.000	%		12/15/2019		AAA	²			750,000			831,173
New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Series B, Revenue Bond		5.200	%		5/15/2014		Aaa				365,000			384,104
New York State Municipal Bond Bank Agency, Series A1, Revenue Bond, AGM		5.000	%		5/15/2017		Aa3				215,000			241,084
New York State Municipal Bond Bank Agency, Series B1, Revenue Bond		4.125	%		12/15/2029		A	²			420,000			399,626
New York State Municipal Bond Bank Agency, Series B1, Revenue Bond		4.500	%		12/15/2034		A	²			215,000			203,945
New York State Municipal Bond Bank Agency, Series B1, Revenue Bond, AGM		5.000	%		4/15/2018		Aa3				1,000,000			1,117,070
New York State Power Authority, Series A, Revenue Bond, NATL		4.500	%		11/15/2047		Aa2				2,000,000			1,916,060
New York State Thruway Authority, Highway & Bridge, Prerefunded Balance, Series A, Revenue Bond, NATL		5.250	%		4/1/2015		AA	²			300,000			325,443
New York State Thruway Authority, Highway & Bridge, Prerefunded Balance, Series B, Revenue Bond, NATL		5.250	%		4/1/2016		AAA	²			300,000			303,834
New York State Thruway Authority, Highway & Bridge, Series C, Revenue Bond, AMBAC		5.000	%		4/1/2020		Aa2				750,000			763,177
New York State Thruway Authority, Personal Income Tax, Prerefunded Balance, Series A, Revenue Bond, AGM		5.000	%		3/15/2014		Aa3				500,000			539,240
New York State Thruway Authority, Personal Income Tax, Prerefunded Balance, Series A, Revenue Bond, NATL		5.000	%		3/15/2016		AAA	²			825,000			889,746
New York State Urban Development Corp., Correctional Capital Facilities, Series A, Revenue Bond, AGM		5.250	%		1/1/2014		Aa3				500,000			531,185


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
New York State Urban Development Corp., Personal Income Tax, Series C, Revenue Bond, NATL		4.250	%		3/15/2024		Baa1			$	1,000,000		$	1,041,170
New York State Urban Development Corp., Service Contract, Series B, Revenue Bond		5.250	%		1/1/2022		AA	²			2,350,000			2,597,314
New York State, Pollution Control, Series A, G.O. Bond		5.000	%		2/15/2039		Aa2				1,500,000			1,554,735
New York State, Series C, G.O. Bond		5.000	%		4/15/2014		Aa2				400,000			445,812
New York State, Series C, G.O. Bond		5.000	%		9/1/2014		Aa2				1,000,000			1,127,110
New York State, Series C, G.O. Bond		4.000	%		2/1/2027		Aa2				600,000			595,170
New York State, Series C, G.O. Bond, AGM		5.000	%		4/15/2012		Aa2				700,000			726,950
New York State, Transit Impt., Series A, G.O. Bond		4.500	%		3/1/2040		Aa2				1,500,000			1,469,130
New York State, Water Utility Impt., Series A, G.O. Bond		2.000	%		3/1/2013		Aa2				350,000			358,109
New York State, Water Utility Impt., Series A, G.O. Bond		4.500	%		3/15/2019		AA	²			500,000			529,795
Niagara Falls City School District, G.O. Bond, AGM		4.375	%		9/15/2029		Aaa				885,000			871,840
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125	%		2/15/2019		Aa3				610,000			658,172
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125	%		2/15/2020		Aa3				850,000			907,256
Niskayuna Central School District, G.O Bond, AGC		4.000	%		4/15/2022		Aa2				400,000			420,280
North Hempstead, G.O. Bond, FGRNA		3.125	%		2/15/2012		Aa1				250,000			254,533
Onondaga County, Public Impt., Series A, G.O. Bond		5.000	%		3/15/2013		Aa1				290,000			312,759
Onondaga County, Public Impt., Series A, G.O. Bond		3.000	%		3/1/2015		Aa1				1,000,000			1,065,200
Onondaga County, Public Impt., Series A, G.O. Bond		4.500	%		3/1/2028		Aa1				365,000			379,377
Orange County, Public Impt., Series A, G.O. Bond		2.000	%		3/1/2013		Aaa				1,460,000			1,500,165
Orange County, Public Impt., Series A, G.O. Bond		3.500	%		3/1/2024		Aaa				1,000,000			1,009,570
Orange County, Series A, G.O. Bond		5.000	%		7/15/2012		Aaa				1,500,000			1,573,845
Orangetown, Public Impt., G.O. Bond		3.000	%		9/15/2026		Aa2				580,000			549,167
Otsego County, G.O. Bond		4.000	%		11/15/2027		Aa3				790,000			811,757
Palmyra Macedon Central School District, G.O. Bond		3.750	%		6/15/2024		Aa3				500,000			509,670
Pembroke Central School District, G.O. Bond		4.000	%		6/15/2023		AA	²			500,000			525,205
Penfield Central School District, G.O. Bond		4.000	%		6/15/2024		Aa2				1,025,000			1,061,398
Perinton, Public Impt., G.O. Bond		4.250	%		12/15/2031		AA	²			175,000			178,867


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
Phelps-Clifton Springs Central School District, Series B, G.O. Bond, NATL		5.000	%		6/15/2021		A1			$	850,000		$	881,595
Phelps-Clifton Springs Central School District, Series B, G.O. Bond, NATL		5.000	%		6/15/2022		A1				450,000			465,453
Pleasantville Union Free School District, G.O. Bond		4.250	%		5/1/2038		Aa2				500,000			460,920
Pleasantville Union Free School District, G.O. Bond		4.375	%		5/1/2039		Aa2				500,000			469,275
Port Authority of New York & New Jersey, Revenue Bond		4.750	%		7/15/2030		Aa2				495,000			509,009
Port Authority of New York & New Jersey, Revenue Bond		5.000	%		10/1/2030		Aa2				1,000,000			1,035,860
Port Authority of New York & New Jersey, Revenue Bond		4.500	%		10/15/2037		Aa2				400,000			389,740
Port Washington Union Free School District, G.O. Bond		3.000	%		12/1/2014		Aa1				500,000			533,620
Port Washington Union Free School District, G.O. Bond		4.000	%		12/1/2019		Aa1				250,000			262,955
Pulaski Central School District, Series A, G.O. Bond, FGRNA		4.500	%		6/15/2026		A	²			425,000			430,648
Ramapo Central School District, G.O. Bond		4.000	%		10/1/2021		Aa2				500,000			542,220
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375	%		5/1/2031		Aa2				435,000			437,445
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375	%		5/1/2032		Aa2				510,000			511,561
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.500	%		5/1/2033		Aa2				410,000			412,989
Ravena Coeymans Selkirk Central School District, G.O. Bond, AGM		4.250	%		6/15/2014		Aa3				1,180,000			1,269,739
Rochester City, Series A, G.O. Bond, AMBAC		5.000	%		8/15/2020		Aa3				250,000			284,487
Rochester City, Series A, G.O. Bond, AMBAC		5.000	%		8/15/2022		Aa3				95,000			107,100
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.250	%		10/15/2028		AA	²			330,000			334,828
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.375	%		10/15/2030		AA	²			1,000,000			1,007,700
Sachem Central School District of Holbrook, Series B, G.O. Bond, FGRNA		4.250	%		10/15/2026		AA	²			1,200,000			1,227,336
Saratoga County Water Authority, Water Utility Impt., Revenue Bond		5.000	%		9/1/2038		AA	²			950,000			969,437
Saratoga County, Public Impt., Series A, G.O. Bond		4.750	%		7/15/2036		Aa1				820,000			832,735
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.200	%		7/15/2032		AA	²			425,000			415,004


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.250	%		7/15/2035		AA	²		$	700,000		$	672,448
Saratoga Springs City School District, G.O. Bond		5.000	%		6/15/2019		AA	²			245,000			287,811
Saratoga Springs City School District, G.O. Bond, AGM		5.000	%		6/15/2020		Aa2				200,000			217,904
Schroon Lake Central School District, G.O. Bond, AGM		4.000	%		6/15/2027		Aa3				490,000			503,000
Schuylerville Central School District, G.O. Bond, AGM		4.000	%		6/15/2025		AA	²			500,000			518,295
Shenendehowa Central School District, G.O. Bond		2.500	%		6/15/2014		AA	²			280,000			291,460
South Country Central School District at Brookhaven, G.O. Bond, AGM		4.000	%		7/15/2027		AA	²			750,000			725,797
South Glens Falls Central School District, Unrefunded Balance, G.O. Bond, FGRNA		5.375	%		6/15/2018		A1				95,000			96,840
Southold, Public Impt., G.O. Bond		2.000	%		8/15/2013		Aa2				580,000			596,971
Spencerport Fire District, G.O. Bond, AGC		4.500	%		11/15/2031		AA	²			290,000			299,805
Spencerport Fire District, G.O. Bond, AGC		4.500	%		11/15/2032		AA	²			250,000			257,017
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500	%		5/15/2031		A	²			1,185,000			1,150,078
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500	%		5/15/2032		A	²			1,000,000			959,400
Suffolk County Water Authority, Revenue Bond, NATL		4.500	%		6/1/2027		Baa1				1,160,000			1,166,589
Suffolk County Water Authority, Series A, Revenue Bond		4.500	%		6/1/2030		AA	²			640,000			648,922
Suffolk County Water Authority, Series A, Revenue Bond, NATL		4.500	%		6/1/2032		Baa1				1,000,000			983,980
Suffolk County, Public Impt., Series B, G.O. Bond		3.000	%		10/15/2014		Aa2				2,000,000			2,127,380
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250	%		12/1/2028		A1				600,000			582,000
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250	%		12/1/2029		A1				600,000			575,526
Syracuse, Public Impt., Series A, G.O. Bond, NATL		4.250	%		6/15/2023		A1				690,000			690,110
Syracuse, Public Impt., Series A, G.O. Bond, NATL		4.375	%		6/15/2025		A1				990,000			978,467
Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.250	%		1/15/2030		Aa2				215,000			215,357
Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.375	%		1/15/2032		Aa2				1,090,000			1,081,945
Tompkins County, Public Impt., G.O. Bond		4.250	%		12/15/2032		Aa1				300,000			303,168


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

Investment Portfolio - June 30, 2011 (unaudited)


	Coupon Rate			Maturity Date		Credit Rating¹			Principal Amount			Value (Note 2)

NEW YORK MUNICIPAL BONDS (continued)
Tompkins County, Series A, G.O. Bond, NATL		5.250	%		2/15/2015		Aa1			$	315,000		$	349,577
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series A, Revenue Bond		5.000	%		1/1/2032		Aa2				250,000			255,963
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series A, Revenue Bond, NATL		4.750	%		1/1/2019		AAA	²			300,000			346,545
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series A, Revenue Bond, NATL		5.000	%		1/1/2032		AAA	²			1,695,000			1,735,426
Triborough Bridge & Tunnel Authority, General
Purposes, Series B, Revenue Bond		5.000	%		11/15/2020		Aa2				750,000			792,607
Triborough Bridge & Tunnel Authority, General Purposes, Unrefunded Balance, Series A, Revenue Bond, NATL		5.000	%		1/1/2032		Aa2				305,000			306,080
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000	%		11/15/2038		Aa2				900,000			921,123
Triborough Bridge & Tunnel Authority, Subordinate Bonds, Revenue Bond, FGRNA .		5.000	%		11/15/2032		Aa3				1,000,000			1,010,420
Ulster County, Public Impt., G.O. Bond, XLCA		4.500	%		11/15/2026		AA	²			560,000			573,177
Ulster County, Public Impt., Series A, G.O. Bond, FGRNA		4.250	%		11/15/2021		AA	²			200,000			208,118
Union Endicott Central School District, G.O. Bond, FGRNA		4.125	%		6/15/2014		A	²			605,000			653,545
Union Endicott Central School District, G.O. Bond, FGRNA		4.125	%		6/15/2015		A	²			865,000			946,561
Victor Central School District, G.O. Bond, AGM.		3.500	%		6/15/2012		Aa2				200,000			206,362
Village of Fayetteville, Public Impt., Series A, G.O. Bond, AGM		4.000	%		6/15/2025		Aa3				555,000			567,698
Wayne County, Public Impt., G.O. Bond, NATL		4.125	%		6/1/2024		Aa2				500,000			510,345
Westchester County, Public Impt., Series A, G.O. Bond		3.750	%		11/15/2011		Aaa				1,000,000			1,013,340
Westchester County, Public Impt., Series A, G.O. Bond		3.000	%		1/15/2015		Aaa				500,000			535,000
Westchester County, Public Impt., Series B, G.O. Bond		4.300	%		12/15/2011		Aaa				15,000			15,283
Westchester County, Public Impt., Series B, G.O. Bond		3.700	%		12/15/2015		Aaa				1,000,000			1,063,040
Westchester County, Series C, G.O. Bond		5.000	%		11/1/2013		Aaa				200,000			221,004
Westhampton Beach Union Free School District, G.O. Bond, NATL		4.000	%		7/15/2018		Aa2				726,000			774,932
White Plains City School District, Series B, G.O. Bond		4.650	%		5/15/2031		Aa2				685,000			723,387


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

Investment Portfolio - June 30, 2011 (unaudited)

Coupon
Rate

Maturity
Date

Credit
Rating¹

Principal
Amount/
Shares

Value
(Note 2)

NEW YORK MUNICIPAL BONDS (continued)

Williamsville Central School District, School Impt., G.O. Bond

3.000

6/15/2019

Aa1

325,000

335,592

Yonkers City, Series B, G.O. Bond, NATL

5.000

8/1/2030

1,095,000

1,079,068

Yorktown Central School District, G.O. Bond

4.000

3/1/2025

370,000

378,580

TOTAL MUNICIPAL BONDS
(Identified Cost $148,475,507)

150,452,199

SHORT-TERM INVESTMENTS - 3.5%

Dreyfus BASIC New York Municipal Money Market Fund
(Identified Cost $5,511,341)

5,511,341

5,511,341

TOTAL INVESTMENTS - 100.1%
(Identified Cost $153,986,848)

155,963,540

LIABILITIES, LESS OTHER ASSETS - (0.1%)

(149,199

)

NET ASSETS - 100%

155,814,341

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

CIFG (CIFG North America, Inc.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

The insurance does not guarantee the market value of the municipal bonds.

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

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

NATL - 25.7%; AGM - 14.1%.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $153,986,848) (Note 2)	$	155,963,540
Interest receivable		1,392,521
Receivable for fund shares sold		439,580


TOTAL ASSETS		157,795,641


LIABILITIES:

Accrued management fees (Note 3)		63,856
Accrued fund accounting and administration fees (Note 3)		13,872
Accrued transfer agent fees (Note 3)		1,052
Accrued Chief Compliance Officer service fees (Note 3)		466
Accrued directors’ fees (Note 3)		281
Payable for securities purchased		1,249,280
Payable for fund shares repurchased		628,618
Other payables and accrued expenses		23,875


TOTAL LIABILITIES		1,981,300


TOTAL NET ASSETS	$	155,814,341


NET ASSETS CONSIST OF:

Capital stock	$	148,180
Additional paid-in-capital		152,862,379
Undistributed net investment income		554,562
Accumulated net realized gain on investments		272,528
Net unrealized appreciation on investments		1,976,692


TOTAL NET ASSETS	$	155,814,341

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($155,814,341/14,817,956 shares)	$	10.52


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	2,835,506
Dividends		124


Total Investment Income		2,835,630


EXPENSES:

Management fees (Note 3)		361,949
Fund accounting and administration fees (Note 3)		36,990
Transfer agent fees (Note 3)		2,368
Directors’ fees (Note 3)		2,103
Chief Compliance Officer service fees (Note 3)		1,314
Custodian fees		3,559
Miscellaneous		23,857


Total Expenses		432,140


NET INVESTMENT INCOME		2,403,490


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		272,979
Net change in unrealized appreciation on investments		4,067,725


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		4,340,704


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,744,194


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

Statement of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	2,403,490			$	4,446,788
Net realized gain on investments			272,979				46,036
Net change in unrealized appreciation (depreciation) on investments			4,067,725				(4,689,742	)


Net increase (decrease) from operations			6,744,194				(196,918	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			(2,008,705	)			(4,857,125	)
From net realized gain on investments			—				(113,664	)


Total distributions to shareholders			(2,008,705	)			(4,970,789	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			14,853,482				30,861,062


Net increase in net assets			19,588,971				25,693,355

NET ASSETS:

Beginning of period			136,225,370				110,532,015


End of period (including undistributed net investment income of $554,562 and $159,777, respectively)		$	155,814,341			$	136,225,370


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)
					For the Years Ended
					12/30/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.19			$	10.55			$	9.79			$	10.41			$	10.44			$	10.45

Income (loss) from investment operations:
Net investment income			0.17	¹			0.36	¹			0.38	¹			0.38				0.37				0.38
Net realized and unrealized gain (loss) on investments			0.30				(0.32	)			0.82				(0.63	)			(0.01	)			(0.02	)

Total from investment operations			0.47				0.04				1.20				(0.25	)			0.36				0.36

Less distributions to shareholders:
From net investment income			(0.14	)			(0.39	)			(0.41	)			(0.36	)			(0.37	)			(0.36	)
From net realized gain on investments			—				(0.01	)			(0.03	)			(0.01	)			(0.02	)			(0.01	)

Total distributions to shareholders			(0.14	)			(0.40	)			(0.44	)			(0.37	)			(0.39	)			(0.37	)

Net asset value - End of period		$	10.52			$	10.19			$	10.55			$	9.79			$	10.41			$	10.44

Net assets - End of period (000’s omitted)		$	155,814			$	136,225			$	110,532			$	97,202			$	111,704			$	92,910

Total return²			4.63	%			0.32	%			12.46	%			(2.37	%)			3.44	%			3.48	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*			0.60	%³			0.61	%			0.64	%			0.64	%			0.65	%			0.68	%
Net investment income			3.32	%³			3.41	%			3.64	%			3.71	%			3.66	%			3.68	%
Portfolio turnover			17	%			7	%			10	%			11	%			7	%			8	%

* 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

¹	Calculated based on average shares outstanding during the period.

²	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.

³	Annualized.

⁴	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

New York Tax Exempt 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 as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 100 million have been designated as New York Tax Exempt Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


					17

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

—

Preferred securities

—

Debt securities:

States and political subdivisions (municipals)

150,452,199

—

150,452,199

—

Mutual funds

5,511,341

—

Other financial instruments**

—

Total assets

155,963,540

5,511,341

150,452,199

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

155,963,540

5,511,341

150,452,199

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses


18

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other


					19

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $35,565,142 and $23,282,923, respectively. There were no purchases or sales of U.S. Government securities.


20

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of New York Tax Exempt Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		1,645,301			$	16,816,034			3,733,646			$	39,811,439
Reinvested		182,469				1,896,830			448,246				4,689,832
Repurchased		(374,598	)			(3,859,382	)		(1,293,178	)			(13,640,209	)

Total		1,453,172			$	14,853,482			2,888,714			$	30,861,062

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	CONCENTRATION OF CREDIT

The Series primarily invests in debt obligations issued by the State of New York and its political subdivisions, agencies and public authorities to obtain funds for various public purposes. The Series is more susceptible to factors adversely affecting issues of New York municipal securities than is a municipal bond fund that is not concentrated in these issues to the same extent.

8.	FEDERAL INCOME TAX INFORMATION


Tax exempt income	$	4,858,448
Long-term capital gains		112,341


					21

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Cost for federal income tax purposes	$	153,986,848
Unrealized appreciation	$	2,839,556
Unrealized depreciation		(862,864	)

Net unrealized appreciation	$	1,976,692


22

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNNYTES-6/11-SAR

LOGO


		CORE BOND SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,031.10		$	3.53
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.32		$	3.51

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.70%, 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 June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)
CORPORATE BONDS - 77.9%

Convertible Corporate Bonds - 1.4%
Health Care - 0.4%
Biotechnology - 0.3%
Amgen, Inc., 0.375%, 2/1/2013		A3			$	530,000		$	531,987

Health Care Equipment & Supplies - 0.1%
Medtronic, Inc., 1.625%, 4/15/2013		A1				120,000			122,700

Total Health Care									654,687

Information Technology - 1.0%
Computers & Peripherals - 1.0%
EMC Corp., 1.75%, 12/1/2013		A	²			870,000			1,524,675

Total Convertible Corporate Bonds (Identified Cost $1,966,025)									2,179,362

Non-Convertible Corporate Bonds - 76.5%
Consumer Discretionary - 12.2%
Hotels, Restaurants & Leisure - 2.1%
International Game Technology, 7.50%, 6/15/2019		Baa2				1,750,000			2,000,752
Yum! Brands, Inc., 3.875%, 11/1/2020		Baa3				1,250,000			1,213,335

									3,214,087

Household Durables - 2.1%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		Baa3				1,345,000			1,354,258
Tupperware Brands Corp.³, 4.75%, 6/1/2021		Baa3				2,000,000			1,972,128

									3,326,386

Media - 3.8%
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2				1,280,000			1,354,353
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2				1,275,000			1,350,094
NBC Universal Media LLC³, 5.15%, 4/30/2020		Baa2				1,540,000			1,626,089
Time Warner, Inc., 4.75%, 3/29/2021		Baa2				1,110,000			1,129,150
The Walt Disney Co., 5.50%, 3/15/2019		A2				500,000			573,137

									6,032,823

Multiline Retail - 0.7%
Target Corp., 6.00%, 1/15/2018		A2				670,000			774,241
Target Corp., 3.875%, 7/15/2020		A2				335,000			334,138

									1,108,379

Specialty Retail - 3.1%
AutoZone, Inc., 4.00%, 11/15/2020		Baa2				1,415,000			1,352,102
Best Buy Co., Inc., 5.50%, 3/15/2021		Baa2				1,000,000			984,582
The Home Depot, Inc., 5.40%, 3/1/2016		Baa1				1,065,000			1,190,046
Lowe’s Companies, Inc., 6.10%, 9/15/2017		A1				745,000			876,098


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		Baa3		$	500,000		$	502,424

								4,905,252

Textiles, Apparel & Luxury Goods - 0.4%
VF Corp., 5.95%, 11/1/2017		A3			485,000			560,228

Total Consumer Discretionary								19,147,155

Consumer Staples - 2.4%
Beverages - 0.6%
PepsiCo, Inc., 7.90%, 11/1/2018		Aa3			775,000			998,782

Food Products - 1.8%
General Mills, Inc., 5.65%, 2/15/2019		Baa1			765,000			863,753
Grupo Bimbo SAB de CV (Mexico)³, 4.875%, 6/30/2020		Baa2			500,000			501,692
Kraft Foods, Inc., 6.125%, 2/1/2018		Baa2			565,000			649,996
Kraft Foods, Inc., 5.375%, 2/10/2020		Baa2			680,000			743,375

								2,758,816

Total Consumer Staples								3,757,598

Energy - 5.3%
Energy Equipment & Services - 3.3%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2			620,000			781,673
Schlumberger Oilfield plc (United Kingdom)³, 4.20%, 1/15/2021		A1			1,465,000			1,481,283
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		Baa2			2,295,000			2,963,859

								5,226,815

Oil, Gas & Consumable Fuels - 2.0%
Apache Corp., 6.90%, 9/15/2018		A3			630,000			763,912
Hess Corp., 5.60%, 2/15/2041		Baa2			1,375,000			1,344,013
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019		Aa1			1,000,000			1,050,205

								3,158,130

Total Energy								8,384,945

Financials - 27.8%
Capital Markets - 7.1%
The Charles Schwab Corp., 4.45%, 7/22/2020		A2			1,320,000			1,350,786
Credit Suisse AG (Switzerland)³, 2.60%, 5/27/2016		Aaa			1,205,000			1,202,132
Goldman Sachs Capital I, 6.345%, 2/15/2034		A3			1,050,000			992,945
Goldman Sachs Capital II⁴, 5.793%, 12/29/2049		Baa2			1,565,000			1,252,000
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A1			690,000			750,957
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A1			935,000			965,523
Jefferies Group, Inc., 8.50%, 7/15/2019		Baa2			1,110,000			1,312,781
Morgan Stanley, 5.55%, 4/27/2017		A2			1,727,000			1,830,698


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Morgan Stanley, 5.75%, 1/25/2021		A2		$	1,500,000		$	1,517,743

								11,175,565

Commercial Banks - 8.4%
Household Finance Co., 6.375%, 11/27/2012		A3			785,000			839,810
HSBC Finance Corp., 7.00%, 5/15/2012		A3			1,025,000			1,079,559
Intesa Sanpaolo S.p.A. (Italy)³, 6.50%, 2/24/2021		Aa3			1,545,000			1,611,319
KeyBank National Association, 5.45%, 3/3/2016		Baa1			1,050,000			1,139,151
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3			1,480,000			1,699,796
National City Corp., 6.875%, 5/15/2019		Baa1			500,000			576,197
PNC Bank National Association, 5.25%, 1/15/2017		A3			880,000			955,348
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa1			750,000			753,724
Santander Issuances S.A. Unipersonal (Spain)³, 5.911%, 6/20/2016		Aa3			1,500,000			1,526,573
Societe Generale S.A. (France)³, 5.75%, 4/20/2016		Aa3			1,540,000			1,538,765
Wachovia Bank National Association, 5.60%, 3/15/2016		Aa3			450,000			487,154
Wachovia Corp., 5.25%, 8/1/2014		A2			945,000			1,012,912

								13,220,308

Consumer Finance - 0.9%
American Express Co., 8.125%, 5/20/2019		A3			1,090,000			1,381,888

Diversified Financial Services - 3.5%
Bank of America Corp., 7.625%, 6/1/2019		A2			1,150,000			1,332,151
Bank of America Corp.⁵, 5.13%, 2/24/2026		A2			1,415,000			1,379,765
Citigroup, Inc., 8.50%, 5/22/2019		A3			1,190,000			1,475,189
JPMorgan Chase & Co., 6.30%, 4/23/2019		Aa3			1,180,000			1,330,020

								5,517,125

Insurance - 1.3%
American International Group, Inc., 4.25%, 5/15/2013		Baa1			660,000			678,462
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3			1,260,000			1,329,987

								2,008,449

Real Estate Investment Trusts (REITS) - 6.6%
BioMed Realty LP, 3.85%, 4/15/2016		Baa3			740,000			745,839
Boston Properties LP, 5.875%, 10/15/2019		Baa2			935,000			1,024,422
Boston Properties LP, 5.625%, 11/15/2020		Baa2			300,000			320,468
Camden Property Trust, 5.70%, 5/15/2017		Baa1			780,000			859,160
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2			1,305,000			1,368,174
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2			45,000			44,766
HCP, Inc., 6.70%, 1/30/2018		Baa2			1,315,000			1,470,091
Health Care REIT, Inc., 6.20%, 6/1/2016		Baa2			375,000			416,367


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2			$	990,000		$	964,579
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2				735,000			884,208
National Retail Properties, Inc., 6.875%, 10/15/2017		Baa2				890,000			992,678
Simon Property Group LP, 10.35%, 4/1/2019		A3				990,000			1,370,369

									10,461,121

Total Financials									43,764,456

Health Care - 3.4%
Biotechnology - 0.6%
Amgen, Inc., 5.85%, 6/1/2017		A3				500,000			578,979
Amgen, Inc., 3.45%, 10/1/2020		A3				370,000			352,799

									931,778

Health Care Equipment & Supplies - 0.4%
CR Bard, Inc., 4.40%, 1/15/2021		A3				655,000			674,597

Health Care Providers & Services - 0.7%
UnitedHealth Group, Inc., 4.70%, 2/15/2021		Baa1				1,000,000			1,042,533

Life Sciences Tools & Services - 0.4%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		A3				600,000			618,554

Pharmaceuticals - 1.3%
Abbott Laboratories, 5.60%, 11/30/2017		A1				675,000			782,260
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019		Aa2				1,215,000			1,349,226

									2,131,486

Total Health Care									5,398,948

Industrials - 11.2%
Aerospace & Defense - 1.1%
The Boeing Co., 6.00%, 3/15/2019		A2				870,000			1,009,906
Honeywell International, Inc., 5.30%, 3/1/2018		A2				690,000			775,268

									1,785,174

Air Freight & Logistics - 0.6%
FedEx Corp., 8.00%, 1/15/2019		Baa2				790,000			992,778

Airlines - 1.5%
Continental Airlines Pass-Through Trust, Series 1997-4, Class A, 6.90%, 1/2/2018		Baa2				281,729			298,266
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011		BBB	²			295,000			298,304
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		Baa1				160,904			167,340


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-1, Class A, 6.20%, 7/2/2018		Baa2			$	494,146		$	515,147
Southwest Airlines Co., 5.25%, 10/1/2014		Baa3				910,000			984,674
			��
									2,263,731

Commercial Services & Supplies - 0.7%
Waste Management, Inc., 7.375%, 3/11/2019		Baa3				830,000			1,008,217

Industrial Conglomerates - 3.9%
GE Capital Trust I⁴, 6.375%, 11/15/2067		Aa3				1,145,000			1,172,194
General Electric Capital Corp., 5.625%, 5/1/2018		Aa2				350,000			382,801
General Electric Capital Corp., 5.50%, 1/8/2020		Aa2				320,000			342,687
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		Aa2				1,220,000			1,355,483
General Electric Co., 5.25%, 12/6/2017		Aa2				370,000			409,895
Textron, Inc., 7.25%, 10/1/2019		Baa3				1,245,000			1,463,713
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021		Baa2				975,000			1,010,859

									6,137,632

Machinery - 1.9%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2				1,095,000			1,336,975
John Deere Capital Corp., 5.50%, 4/13/2017		A2				225,000			258,219
John Deere Capital Corp., 5.75%, 9/10/2018		A2				1,245,000			1,429,209

									3,024,403

Road & Rail - 1.5%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		Baa3				1,595,000			1,610,944
Union Pacific Corp., 5.65%, 5/1/2017		Baa2				705,000			798,134

									2,409,078

Total Industrials									17,621,013

Information Technology - 3.6%
Computers & Peripherals - 1.3%
Dell, Inc., 5.875%, 6/15/2019		A2				1,055,000			1,183,932
Hewlett-Packard Co., 5.50%, 3/1/2018		A2				680,000			760,451

									1,944,383

Electronic Equipment, Instruments & Components - 0.8%
Corning, Inc., 6.625%, 5/15/2019		Baa1				650,000			757,020
Corning, Inc., 4.25%, 8/15/2020		Baa1				500,000			501,933

									1,258,953

IT Services - 0.6%
The Western Union Co., 5.253%, 4/1/2020		A3				945,000			995,234


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Software - 0.9%
Oracle Corp., 5.00%, 7/8/2019		A1		$	700,000		$	764,176
Oracle Corp.³, 3.875%, 7/15/2020		A1			675,000			670,724

								1,434,900

Total Information Technology								5,633,470

Materials - 7.2%
Chemicals - 0.6%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		A2			885,000			1,021,255

Metals & Mining - 5.2%
Alcoa, Inc., 5.87%, 2/23/2022		Baa3			1,635,000			1,675,409
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3			1,625,000			1,729,676
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021		Baa3			2,225,000			2,228,473
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1			810,000			969,262
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		Baa3			1,505,000			1,512,928

								8,115,748

Paper & Forest Products - 1.4%
International Paper Co., 7.50%, 8/15/2021		Baa3			1,885,000			2,203,271

Total Materials								11,340,274

Telecommunication Services - 1.4%
Diversified Telecommunication Services - 0.5%
Verizon Communications, Inc., 3.00%, 4/1/2016		A3			745,000			760,953

Wireless Telecommunication Services - 0.9%
Crown Castle Towers LLC³, 6.113%, 1/15/2020		A2			745,000			812,884
Crown Castle Towers LLC³, 4.883%, 8/15/2020		A2			250,000			251,381
SBA Tower Trust³, 5.101%, 4/15/2017		A2			375,000			390,937

								1,455,202

Total Telecommunication Services								2,216,155

Utilities - 2.0%
Electric Utilities - 1.8%
Exelon Generation Co. LLC, 5.35%, 1/15/2014		A3			580,000			627,757
Exelon Generation Co. LLC, 6.20%, 10/1/2017		A3			350,000			394,838
Exelon Generation Co. LLC, 4.00%, 10/1/2020		A3			865,000			816,403
Southwestern Electric Power Co., 6.45%, 1/15/2019		Baa3			855,000			968,700

								2,807,698


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

Investment Portfolio - June 30, 2011 (unaudited)

Credit
Rating¹

Principal Amount/
Shares

Value
(Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Utilities (continued)

Multi-Utilities - 0.2%

CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013

Baa2

335,000

372,405

Total Utilities

3,180,103

Total Non-Convertible Corporate Bonds
(Identified Cost $114,271,285)

120,444,117

TOTAL CORPORATE BONDS
(Identified Cost $116,237,310)

122,623,479

PREFERRED STOCKS - 2.0%

Financials - 2.0%

Commercial Banks - 0.9%

PNC Financial Services Group, Inc., Series K⁶, 8.25%

Baa3

290,000

306,744

Wells Fargo & Co., Series K⁶, 7.98%

Baa3

1,000,000

1,080,000

1,386,744

Diversified Financial Services - 0.6%

JPMorgan Chase & Co., Series 1⁶, 7.90%

Baa1

965,000

1,036,497

Real Estate Investment Trusts (REITS) - 0.5%

Public Storage, Series Q, 6.50%

Baa1

29,910

766,294

TOTAL PREFERRED STOCKS
(Identified Cost $3,057,235)

3,189,535

ASSET-BACKED SECURITIES - 0.8%

Capital Auto Receivables Asset Trust, Series 2007-1, Class A4A, 5.01%, 4/16/2012

Aaa

4,533

4,549

Capital Auto Receivables Asset Trust, Series 2007-3, Class A4, 5.21%, 3/17/2014

Aaa

14,992

15,201

Ford Credit Auto Owner Trust, Series 2008-C, Class A4B⁴, 1.937%, 4/15/2013

Aaa

50,000

50,371

GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A³, 3.72%, 3/15/2023

Aaa

100,000

100,750

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2³, 5.29%, 3/25/2016

Aaa

370,000

405,737

Hertz Vehicle Financing LLC, Series 2010-1A, Class A2³, 3.74%, 2/25/2017

Aaa

595,000

614,216

TOTAL ASSET-BACKED SECURITIES
(Identified Cost $1,130,465)

1,190,824


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.3%
American Tower Trust, Series 2007-1A, Class AFX³, 5.42%, 4/15/2037		Aaa			$	400,000		$	430,477
Americold LLC Trust, Series 2010-ARTA, Class A1³, 3.847%, 1/14/2029		AAA	²			96,746			98,686
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4⁴, 5.731%, 5/10/2045		AAA	²			200,000			221,335
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa				100,000			109,417
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa				160,000			171,720
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁴, 5.72%, 9/11/2038		Aaa				200,000			220,248
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2³, 3.759%, 4/15/2044		Aaa				60,000			60,908
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁴, 5.729%, 3/15/2049		Aaa				110,000			121,197
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁴, 5.751%, 6/10/2046		AAA	²			155,000			171,701
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1³, 3.156%, 7/10/2046		Aaa				261,700			263,567
FREMF Mortgage Trust, Series 2011-K701, Class B^3,4, 4.437%, 7/25/2048		A	²			160,000			156,318
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A4⁴, 5.881%, 7/10/2038		Aaa				415,000			460,750
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁴, 5.278%, 1/12/2043		Aaa				150,000			162,194
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁴, 5.205%, 12/15/2044		Aaa				325,000			354,663
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁴, 5.88%, 4/15/2045		Aaa				150,000			166,478
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3³, 4.07%, 11/15/2043		AAA	²			200,000			193,341
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁴, 5.87%, 6/15/2038		Aaa				275,000			303,820
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A³, 3.913%, 6/25/2043		Aaa				100,000			99,543
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁴, 5.414%, 7/12/2046		Aaa				125,000			134,684
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁴, 5.202%, 11/14/2042		Aaa				100,000			108,621
OBP Depositor LLC Trust, Series 2010-OBP, Class A³, 4.646%, 7/15/2045		AAA	²			100,000			103,786
Vornado DP LLC, Series 2010-VNO, Class A2FX³, 4.004%, 9/13/2028		AAA	²			245,000			238,619


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount/ Shares			Value (Note 2)


COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁴, 5.206%, 10/15/2044		Aaa		$	150,000		$	163,562
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁴, 5.737%, 5/15/2043		Aaa			115,000			126,916
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁴, 6.011%, 6/15/2045		Aaa			280,000			310,860
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2³, 4.393%, 11/15/2043		Aaa			275,000			273,926

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $5,137,270)								5,227,337


MUNICIPAL BONDS - 0.7%
Monroe County Water Authority, Water Utility Impt., Revenue Bond, 6.339%, 8/1/2035		Aa2			500,000			552,035
New York City, Public Impt., G.O. Bond, 6.646%, 12/1/2031		Aa2			500,000			539,750

TOTAL MUNICIPAL BONDS (Identified Cost $1,000,000)								1,091,785


MUTUAL FUNDS - 3.6%
iShares iBoxx Investment Grade Corporate Bond Fund (Identified Cost $5,173,851)					52,150			5,743,280

U.S. GOVERNMENT AGENCIES - 9.0%

Mortgage-Backed Securities - 9.0%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021				$	1,699,763			1,848,122
Fannie Mae, Pool #995233, 5.50%, 10/1/2021					116,436			126,672
Fannie Mae, Pool #888017, 6.00%, 11/1/2021					134,025			146,875
Fannie Mae, Pool #995329, 5.50%, 12/1/2021					1,013,362			1,101,811
Fannie Mae, Pool #888136, 6.00%, 12/1/2021					176,805			193,756
Fannie Mae, Pool #888810, 5.50%, 11/1/2022					1,831,462			1,991,316
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024					106,160			115,138
Fannie Mae, Pool #995876, 6.00%, 11/1/2038					2,474,366			2,722,351
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040					1,914,451			2,105,165
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020					567,752			616,140
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022					173,196			189,693
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022					119,468			130,848
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023					99,065			108,316
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023					173,555			190,086
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037					314,360			346,013
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038					91,635			99,212
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038					173,621			188,249
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040					1,037,006			1,141,423


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

Investment Portfolio - June 30, 2011 (unaudited)


	Principal Amount/ Shares			Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		$	679,054		$	747,428

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $13,957,225)						14,108,614


SHORT-TERM INVESTMENTS - 1.2%
Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.10%, (Identified Cost $1,904,446)			1,904,446			1,904,446


TOTAL INVESTMENTS - 98.5% (Identified Cost $147,597,802)						155,079,300
OTHER ASSETS, LESS LIABILITIES - 1.5%						2,301,426

NET ASSETS - 100%					$	157,380,726

G.O. Bond - General Obligation Bond

Impt. - Improvement

¹	Credit ratings from Moody’s (unaudited).

²	Credit ratings from S&P (unaudited).

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $16,625,781, or 10.6%, of the Series’ net assets as of June 30, 2011.

⁴	The coupon rate is floating and is the stated rate as of June 30, 2011.

⁵	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 June 30, 2011.

⁶	The rate shown is a fixed rate as of June 30, 2011; the rate becomes floating in 2049.

⁷	Rate shown is the current yield as of June 30, 2011.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $147,597,802) (Note 2)	$	155,079,300
Interest receivable		1,893,839
Receivable for fund shares sold		529,155
Dividends receivable		176


TOTAL ASSETS		157,502,470


LIABILITIES:

Accrued management fees (Note 3)		78,260
Accrued fund accounting and administration fees (Note 3)		12,229
Accrued transfer agent fees (Note 3)		471
Accrued Chief Compliance Officer service fees (Note 3)		465
Audit fees payable		19,383
Payable for securities purchased		17
Other payables and accrued expenses		10,919


TOTAL LIABILITIES		121,744


TOTAL NET ASSETS	$	157,380,726


NET ASSETS CONSIST OF:

Capital stock	$	139,496
Additional paid-in-capital		146,485,972
Undistributed net investment income		3,084,829
Accumulated net realized gain on investments		188,931
Net unrealized appreciation on investments		7,481,498


TOTAL NET ASSETS	$	157,380,726


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($157,380,726/13,949,637 shares)	$	11.28


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	3,173,132
Dividends		210,863


Total Investment Income		3,383,995


EXPENSES:

Management fees (Note 3)		436,299
Fund accounting and administration fees (Note 3)		32,227
Directors’ fees (Note 3)		1,785
Transfer agent fees (Note 3)		1,426
Chief Compliance Officer service fees (Note 3)		1,315
Custodian fees		3,712
Miscellaneous		33,769


Total Expenses		510,533


NET INVESTMENT INCOME		2,873,462


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		559,890
Net change in unrealized appreciation on investments		1,036,815


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		1,596,705


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,470,167


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

Statement of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)			For the Year Ended 12/31/10



INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	2,873,462		$	3,883,268
Net realized gain on investments			559,890			499,316
Net change in unrealized appreciation on investments			1,036,815			3,349,635


Net increase from operations			4,470,167			7,732,219


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			—			(3,683,326	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			38,852,545			33,408,300


Net increase in net assets			43,322,712			37,457,193

NET ASSETS:

Beginning of period			114,058,014			76,600,821


End of period (including undistributed net investment income of $3,084,829 and $211,367, respectively)		$	157,380,726		$	114,058,014


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

Financial Highlights


	For the Six Months Ended 6/30/11				For the Years Ended
	(unaudited)				12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.94			$	10.38			$	9.69			$	10.05			$	9.98			$	9.89

Income (loss) from investment operations:
Net investment income			0.22	¹			0.45	¹			0.49	¹			0.45				0.42				0.36
Net realized and unrealized gain (loss) on investments			0.12				0.48				0.62				(0.30	)			0.13				0.09

Total from investment operations			0.34				0.93				1.11				0.15				0.55				0.45

Less distributions to shareholders:
From net investment income			—				(0.37	)			(0.42	)			(0.46	)			(0.42	)			(0.36	)
From net realized gain on investments			—				—				—				(0.05	)			(0.06	)			—

Total distributions to shareholders			—				(0.37	)			(0.42	)			(0.51	)			(0.48	)			(0.36	)
Net asset value - End of period		$	11.28			$	10.94			$	10.38			$	9.69			$	10.05			$	9.98

Net assets - End of period (000’s omitted)		$	157,381			$	114,058			$	76,601			$	53,071			$	49,909			$	45,696

Total return²			3.11	%			8.97	%			11.46	%			1.66	%			5.58	%			4.51	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			0.70	%³			0.76	%			0.79	%			0.80	%			0.80	%			0.80	%
Net investment income			3.95	%³			4.10	%			4.84	%			4.73	%			4.21	%			3.87	%
Portfolio turnover			11	%			23	%			67	%			53	%			346	%			313	%

^*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:
			NA				0.00	%⁴			0.00	%⁴			0.03	%			0.04	%			0.08	%

¹	Calculated based on average shares outstanding during the period.

²	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.

³	Annualized.

⁴	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Core Bond 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 total return by investing primarily in fixed income securities.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 125 million have been designated as Core Bond Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service that utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings).


					17

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*:

—

Preferred securities:

Financials

3,189,535

766,294

2,423,241

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

14,108,614

—

14,108,614

—

States and political subdivisions (municipals)

1,091,785

—

1,091,785

—

Corporate debt:

—

Consumer Discretionary

19,147,155

—

19,147,155

—

Consumer Staples

3,757,598

—

3,757,598

—

Energy

8,384,945

—

8,384,945

—

Financials

43,764,456

—

43,764,456

—

Health Care

5,398,948

—

5,398,948

—

Industrials

17,621,013

—

17,621,013

—

Information Technology

5,633,470

—

5,633,470

—

Materials

11,340,274

—

11,340,274

—

Telecommunication Services

2,216,155

—

2,216,155

—

Utilities

3,180,103

—

3,180,103

—

Convertible corporate debt:

—

Health Care

654,687

—

654,687

—

Information Technology

1,524,675

—

1,524,675

—

Asset-backed securities

1,190,824

—

1,190,824

—

Commercial mortgage-backed securities

5,227,337

—

5,227,337

Mutual funds

7,647,726

—

Other financial instruments**

—

Total assets:

155,079,300

8,414,020

146,665,280

—


18

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Description

Total

Level 1

Level 2

Level 3

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

155,079,300

8,414,020

146,665,280

—

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation


					19

Notes to Financial Statements (unaudited)

Foreign Currency Translation (continued)

not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Securities Purchased on a When-Issued Basis or Forward Commitment

The 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. No such investments were held by the Series as of June 30, 2011.

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 accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series as of June 30, 2011.

Restricted Securities

Illiquid Securities

Federal Taxes


20

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At June 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.

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series’ average daily net assets.


					21

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

no more than 0.80% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $52,657,980 and $13,488,199 respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $7,835,602 and $2,726,615, respectively.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Core Bond Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		3,901,418			$	43,034,837			3,256,147			$	35,669,098
Reinvested		—				—			338,001				3,639,306
Repurchased		(374,427	)			(4,182,292	)		(553,027	)			(5,900,104	)

Total		3,526,991			$	38,852,545			3,041,121			$	33,408,300

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS


22

Notes to Financial Statements (unaudited)

6.	FINANCIAL INSTRUMENTS (continued)

its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series on June 30, 2011.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


Ordinary income			$	3,683,326

At December 31, 2010, the Series had a capital loss carryover of $370,690, 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
$	350,661	December 31, 2016
	20,299	December 31, 2017


Cost for federal income tax purposes	$	147,597,802
Unrealized appreciation	$	7,842,407
Unrealized depreciation		(360,909	)

Net unrealized appreciation	$	7,481,498


					23

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNCRBND-6/11-SAR

LOGO


		CORE PLUS BOND SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,032.90		$	3.78
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.08		$	3.76

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.


					1

Portfolio Composition as of June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS - 79.4%

Convertible Corporate Bonds - 1.6%
Financials - 0.5%
Real Estate Investment Trusts (REITS) - 0.5%
BioMed Realty LP², 3.75%, 1/15/2030		WR	³		$	2,375,000		$	2,811,406

Health Care - 0.6%
Biotechnology - 0.6%
Amgen, Inc., 0.375%, 2/1/2013		A3				3,270,000			3,282,262

Information Technology - 0.5%
Computers & Peripherals - 0.5%
EMC Corp., 1.75%, 12/1/2013		A	⁴			1,685,000			2,952,963

Total Convertible Corporate Bonds (Identified Cost $8,036,995)									9,046,631

Non-Convertible Corporate Bonds - 77.8%
Consumer Discretionary - 12.4%
Auto Components - 0.2%
UCI International, Inc., 8.625%, 2/15/2019		B3				1,000,000			1,030,000

Hotels, Restaurants & Leisure - 1.5%
International Game Technology, 7.50%, 6/15/2019		Baa2				5,505,000			6,293,795
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		B3				610,000			675,575
Wyndham Worldwide Corp., 9.875%, 5/1/2014		Ba1				405,000			475,617
Wyndham Worldwide Corp., 6.00%, 12/1/2016		Ba1				800,000			849,583

									8,294,570

Household Durables - 1.6%
Fortune Brands, Inc., 5.375%, 1/15/2016		Baa3				4,485,000			4,859,816
Tupperware Brands Corp.², 4.75%, 6/1/2021		Baa3				4,000,000			3,944,256

									8,804,072

Media - 4.6%
Cablevision Systems Corp., 8.625%, 9/15/2017		B1				835,000			904,931
Columbus International, Inc. (Barbados)², 11.50%, 11/20/2014		B2				900,000			1,022,625
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2				4,710,000			4,983,594
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2				4,875,000			5,162,123
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		B2				620,000			695,175
NBC Universal Media LLC², 5.15%, 4/30/2020		Baa2				5,510,000			5,818,020
Sirius XM Radio, Inc.², 9.75%, 9/1/2015		Ba2				1,405,000			1,545,500
Time Warner, Inc., 4.75%, 3/29/2021		Baa2				4,110,000			4,180,906
UPCB Finance III Ltd. (Cayman Islands)², 6.625%, 7/1/2020		Ba3				1,435,000			1,417,063

									25,729,937

Multiline Retail - 0.6%
Target Corp., 6.00%, 1/15/2018		A2				3,225,000			3,726,755


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail - 3.3%
AutoZone, Inc., 4.00%, 11/15/2020		Baa2		$	1,650,000		$	1,576,656
Best Buy Co., Inc., 5.50%, 3/15/2021		Baa2			4,000,000			3,938,328
DirectBuy Holdings, Inc.², 12.00%, 2/1/2017		B2			1,000,000			390,000
The Home Depot, Inc., 5.40%, 3/1/2016		Baa1			4,325,000			4,832,816
Lowe’s Companies, Inc., 6.10%, 9/15/2017		A1			3,175,000			3,733,705
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		Baa3			2,500,000			2,512,120
Rent-A-Center, Inc., 6.625%, 11/15/2020		BB			1,000,000			995,000
Toys R Us Property Co. II, LLC, 8.50%, 12/1/2017		Ba1			920,000			961,400

								18,940,025

Textiles, Apparel & Luxury Goods - 0.6%
VF Corp., 5.95%, 11/1/2017		A3			2,815,000			3,251,632

Total Consumer Discretionary								69,776,991

Consumer Staples - 1.7%
Beverages - 0.8%
CEDC Finance Corp. International, Inc.², 9.125%, 12/1/2016		B1			1,215,000			1,108,688
Constellation Brands, Inc., 8.375%, 12/15/2014		Ba2			1,205,000			1,370,688
Constellation Brands, Inc., 7.25%, 9/1/2016		Ba2			750,000			819,375
PepsiCo, Inc., 7.90%, 11/1/2018		Aa3			713,000			918,879

								4,217,630

Food Products - 0.7%
Kraft Foods, Inc., 6.125%, 2/1/2018		Baa2			3,610,000			4,153,070

Household Products - 0.0%*
The Procter & Gamble Co., 4.85%, 12/15/2015		Aa3			25,000			28,145

Personal Products - 0.2%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		B2			990,000			1,064,250

Total Consumer Staples								9,463,095

Energy - 6.4%
Energy Equipment & Services - 3.2%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2			3,155,000			3,977,707
Calfrac Holdings LP², 7.50%, 12/1/2020		B2			1,000,000			1,010,000
Schlumberger Oilfield plc (United Kingdom)², 4.20%, 1/15/2021		A1			2,630,000			2,659,232
SESI LLC², 6.375%, 5/1/2019		Ba3			710,000			702,900
Thermon Industries, Inc., 9.50%, 5/1/2017		B1			666,000			714,285
Trinidad Drilling Ltd. (Canada)², 7.875%, 1/15/2019		B2			1,000,000			1,035,000
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		Baa2			6,175,000			7,974,654

								18,073,778

Oil, Gas & Consumable Fuels - 3.2%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		Ba1			5,825,000			6,556,544


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Arch Western Finance LLC, 6.75%, 7/1/2013		B1			$	694,000		$	694,867
Coffeyville Resources LLC - Coffeyville Finance, Inc.², 9.00%, 4/1/2015		Ba3				373,000			404,705
Coffeyville Resources LLC - Coffeyville Finance, Inc.², 10.875%, 4/1/2017		B3				395,000			448,325
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018		B2				885,000			942,525
Hess Corp., 5.60%, 2/15/2041		Baa2				5,125,000			5,009,503
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018		B	⁴			840,000			882,000
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC, 8.875%, 3/15/2018		B1				605,000			635,250
Targa Resources Partners LP - Targa Resources Partners
Finance Corp., 8.25%, 7/1/2016		B1				750,000			791,250
Tesoro Corp., 9.75%, 6/1/2019		Ba1				615,000			687,263
Whiting Petroleum Corp., 7.00%, 2/1/2014		Ba3				1,000,000			1,075,000

									18,127,232

Total Energy									36,201,010

Financials - 28.8%
Capital Markets - 6.7%
Credit Suisse AG (Switzerland)², 2.60%, 5/27/2016		Aaa				4,295,000			4,284,778
Goldman Sachs Capital I, 6.345%, 2/15/2034		A3				3,450,000			3,262,534
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049		Baa2				4,205,000			3,364,000
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A1				3,385,000			3,684,041
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A1				4,510,000			4,657,229
Jefferies Group, Inc., 8.50%, 7/15/2019		Baa2				4,110,000			4,860,839
Morgan Stanley, 5.55%, 4/27/2017		A2				3,544,000			3,756,799
Morgan Stanley, 5.50%, 1/26/2020		A2				4,485,000			4,543,444
Morgan Stanley, 5.75%, 1/25/2021		A2				5,400,000			5,463,877

									37,877,541

Commercial Banks - 8.1%
Intesa Sanpaolo S.p.A. (Italy)², 6.50%, 2/24/2021		Aa3				5,545,000			5,783,019
KeyBank National Association, 5.45%, 3/3/2016		Baa1				4,640,000			5,033,964
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3				5,665,000			6,506,315
National City Corp., 6.875%, 5/15/2019		Baa1				1,920,000			2,212,598
PNC Bank National Association, 5.25%, 1/15/2017		A3				5,640,000			6,122,914
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa1				750,000			753,725
Santander Issuances S.A. Unipersonal (Spain)², 5.911%, 6/20/2016		Aa3				5,300,000			5,393,890


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Societe Generale S.A. (France)², 5.75%, 4/20/2016		Aa3		$	5,515,000		$	5,510,577
U.S. Bank National Association, 6.375%, 8/1/2011		Aa3			85,000			85,357
USB Capital XIII Trust, 6.625%, 12/15/2039		A2			3,580,000			3,679,954
Wachovia Corp., 5.25%, 8/1/2014		A2			4,500,000			4,823,393

								45,905,706

Consumer Finance - 1.9%
American Express Co., 8.125%, 5/20/2019		A3			3,935,000			4,988,742
American Express Co.⁵, 6.80%, 9/1/2066		Baa2			3,445,000			3,539,738
Credit Acceptance Corp., 9.125%, 2/1/2017		B1			1,060,000			1,134,200
Discover Financial Services, 10.25%, 7/15/2019		Ba1			860,000			1,111,248

								10,773,928

Diversified Financial Services - 3.6%
Bank of America Corp., 5.75%, 8/15/2016		A3			3,715,000			3,919,953
Bank of America Corp., 7.625%, 6/1/2019		A2			3,315,000			3,840,069
Bank of America Corp.⁶, 5.13%, 2/24/2026		A2			2,720,000			2,652,269
Citigroup, Inc., 8.50%, 5/22/2019		A3			4,110,000			5,094,982
JPMorgan Chase & Co., 6.30%, 4/23/2019		Aa3			4,300,000			4,846,685

								20,353,958

Insurance - 1.4%
American International Group, Inc., 4.25%, 5/15/2013		Baa1			1,840,000			1,891,470
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3			5,035,000			5,314,669
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038		Ba1			580,000			624,950

								7,831,089

Real Estate Investment Trusts (REITS) - 7.1%
BioMed Realty LP, 3.85%, 4/15/2016		Baa3			2,750,000			2,771,698
Boston Properties LP, 5.875%, 10/15/2019		Baa2			4,455,000			4,881,067
Camden Property Trust, 5.70%, 5/15/2017		Baa1			4,025,000			4,433,485
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2			1,000,000			1,048,409
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2			4,180,000			4,158,306
HCP, Inc., 6.70%, 1/30/2018		Baa2			4,500,000			5,030,730
Health Care REIT, Inc., 6.20%, 6/1/2016		Baa2			4,390,000			4,874,265
Host Hotels & Resorts LP, 6.375%, 3/15/2015		Ba1			740,000			754,800
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2			2,665,000			3,206,006
National Retail Properties, Inc., 6.875%, 10/15/2017		Baa2			2,365,000			2,637,845
Omega Healthcare Investors, Inc., 7.50%, 2/15/2020		Ba2			1,000,000			1,060,000
Simon Property Group LP, 10.35%, 4/1/2019		A3			3,670,000			5,080,054

								39,936,665

Total Financials								162,678,887


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 3.5%
Biotechnology - 0.9%
Amgen, Inc., 3.45%, 10/1/2020		A3			$	5,000,000		$	4,767,560

Health Care Equipment & Supplies - 0.9%
Alere, Inc., 9.00%, 5/15/2016		B3				1,300,000			1,353,625
CR Bard, Inc., 4.40%, 1/15/2021		A3				800,000			823,935
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017		Ba2				720,000			761,400
Fresenius US Finance II, Inc.², 9.00%, 7/15/2015		Ba1				1,320,000			1,493,250
Teleflex, Inc., 6.875%, 6/1/2019		B1				705,000			713,813

									5,146,023

Health Care Providers & Services - 1.1%
BioScrip, Inc., 10.25%, 10/1/2015		Caa1				795,000			829,781
Health Management Associates, Inc., 6.125%, 4/15/2016		BB	⁴			1,050,000			1,089,375
UnitedHealth Group, Inc., 4.70%, 2/15/2021		Baa1				4,000,000			4,170,132

									6,089,288

Life Sciences Tools & Services - 0.6%
PharmaNet Development Group, Inc.², 10.875%, 4/15/2017		B3				825,000			1,031,250
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		A3				2,400,000			2,474,215

									3,505,465

Total Health Care									19,508,336

Industrials - 12.1%
Aerospace & Defense - 0.8%
The Boeing Co., 6.00%, 3/15/2019		A2				3,465,000			4,022,214
Ducommun, Inc.², 9.75%, 7/15/2018		B3				720,000			739,800

									4,762,014

Air Freight & Logistics - 0.3%
Aguila 3 S.A. (Luxembourg)², 7.875%, 1/31/2018		B2				1,110,000			1,116,937
FedEx Corp., 8.00%, 1/15/2019		Baa2				435,000			546,656

									1,663,593

Airlines - 1.6%
Continental Airlines Pass-Through Trust, Series 1997-4, Class A, 6.90%, 1/2/2018		Baa2				329,569			348,915
Continental Airlines, Inc.², 6.75%, 9/15/2015		Ba2				1,000,000			1,005,000
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011		BBB	⁴			1,245,000			1,258,944
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		Baa1				1,177,346			1,224,439
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B², 6.375%, 1/2/2016		Ba3				630,000			604,800


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

Investment Portfolio - June 30, 2011 (unaudited)


		Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			Ba3		$	365,000		$	350,400
Southwest Airlines Co., 5.25%, 10/1/2014			Baa3			3,925,000			4,247,082

									9,039,580

Building Products - 0.3%
Building Materials Corp. of America², 6.875%, 8/15/2018			Ba3			630,000			642,600
Owens Corning, 9.00%, 6/15/2019			Ba1			840,000			1,003,292

									1,645,892

Commercial Services & Supplies - 1.2%
Clean Harbors, Inc., 7.625%, 8/15/2016			Ba3			900,000			954,000
Garda World Security Corp. (Canada)², 9.75%, 3/15/2017			B2			800,000			846,000
Waste Management, Inc., 7.375%, 3/11/2019			Baa3			3,930,000			4,773,846

									6,573,846

Industrial Conglomerates - 3.7%
GE Capital Trust I⁵, 6.375%, 11/15/2067			Aa3			3,545,000			3,629,194
General Electric Capital Corp., 5.625%, 5/1/2018	��		Aa2			2,150,000			2,351,494
General Electric Capital Corp., 5.50%, 1/8/2020			Aa2			3,105,000			3,325,138
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			Aa2			3,695,000			4,105,337
General Electric Co., 5.25%, 12/6/2017			Aa2			2,100,000			2,326,430
Textron, Inc., 7.25%, 10/1/2019			Baa3			3,790,000			4,455,801
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021			Baa2			800,000			829,422

									21,022,816

Machinery - 1.8%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			A2			3,385,000			4,133,024
John Deere Capital Corp., 5.50%, 4/13/2017			A2			1,240,000			1,423,075
John Deere Capital Corp., 5.75%, 9/10/2018			A2			3,795,000			4,356,504

									9,912,603

Marine - 0.3%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			Ba3			1,530,000			1,575,900

Road & Rail - 2.1%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			Baa3			7,865,000			7,943,619
Union Pacific Corp., 5.65%, 5/1/2017			Baa2			3,675,000			4,160,486

									12,104,105

Total Industrials									68,300,349


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology - 2.2%
Communications Equipment - 0.3%
Alcatel-Lucent USA, Inc., 6.50%, 1/15/2028		B1		$	1,000,000		$	897,500
EH Holding Corp.², 6.50%, 6/15/2019		Ba3			705,000			717,337

								1,614,837

Electronic Equipment, Instruments & Components - 0.6%
Corning, Inc., 4.25%, 8/15/2020		Baa1			2,500,000			2,509,663
CPI International Acquisition, Inc.², 8.00%, 2/15/2018		B3			730,000			689,850

								3,199,513

IT Services - 0.9%
The Western Union Co., 5.253%, 4/1/2020		A3			4,810,000			5,065,690

Semiconductors & Semiconductor Equipment - 0.2%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017		Ba3			475,000			496,375
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018		B2			830,000			908,850

								1,405,225

Software - 0.2%
Oracle Corp.², 3.875%, 7/15/2020		A1			1,325,000			1,316,606

Total Information Technology								12,601,871

Materials - 6.0%
Chemicals - 0.9%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		A2			3,435,000			3,963,853
Ferro Corp., 7.875%, 8/15/2018		B2			1,030,000			1,068,625

								5,032,478

Containers & Packaging - 0.2%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC², 7.125%, 4/15/2019		Ba3			1,375,000			1,364,687

Metals & Mining - 3.5%
Alcoa, Inc., 5.87%, 2/23/2022		Baa3			2,185,000			2,239,002
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3			1,450,000			1,543,403
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021		Baa3			5,460,000			5,468,523
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1			3,230,000			3,865,083
Calcipar S.A. (Luxembourg)², 6.875%, 5/1/2018		B1			1,075,000			1,077,687
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		Baa3			1,000,000			1,082,662
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		Baa3			2,000,000			2,010,536
FMG Resources August 2006 Pty. Ltd. (Australia)², 6.875%, 2/1/2018		B1			720,000			730,800
Mirabela Nickel Ltd. (Australia)², 8.75%, 4/15/2018		B2			710,000			706,450


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Steel Dynamics, Inc., 7.75%, 4/15/2016		Ba2		$	655,000		$	687,750

								19,411,896

Paper & Forest Products - 1.4%
Georgia-Pacific LLC², 8.25%, 5/1/2016		Ba1			910,000			1,031,539
International Paper Co., 7.50%, 8/15/2021		Baa3			5,330,000			6,229,939
Longview Fibre Paper & Packaging, Inc.², 8.00%, 6/1/2016		B2			705,000			708,525

								7,970,003

Total Materials								33,779,064

Telecommunication Services - 2.6%
Diversified Telecommunication Services - 1.0%
Inmarsat Finance plc (United Kingdom)², 7.375%, 12/1/2017		Ba2			1,000,000			1,060,000
Intelsat Jackson Holdings S.A. (Luxembourg)², 7.25%, 4/1/2019		B3			1,095,000			1,086,787
Verizon Communications, Inc., 3.00%, 4/1/2016		A3			2,765,000			2,824,207
Wind Acquisition Finance S.A. (Luxembourg)², 11.75%, 7/15/2017		B2			905,000			1,024,913

								5,995,907

Wireless Telecommunication Services - 1.6%
CC Holdings GS V LLC - Crown Castle GS III Corp.², 7.75%, 5/1/2017		Baa3			1,465,000			1,585,863
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2			4,070,000			4,440,854
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2			610,000			613,370
SBA Tower Trust², 5.101%, 4/15/2017		A2			2,095,000			2,184,038

								8,824,125

Total Telecommunication Services								14,820,032

Utilities - 2.1%
Electric Utilities - 1.8%
Allegheny Energy Supply Co. LLC², 5.75%, 10/15/2019		Baa3			2,385,000			2,495,251
Exelon Generation Co. LLC, 4.00%, 10/1/2020		A3			4,000,000			3,775,272
Southwestern Electric Power Co., 6.45%, 1/15/2019		Baa3			3,240,000			3,670,865

								9,941,388

Gas Utilities - 0.2%
Ferrellgas LP - Ferrellgas Finance Corp.², 6.50%, 5/1/2021		Ba3			1,000,000			945,000


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount/ Shares			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power Producers & Energy Traders - 0.1%
The AES Corp., 8.00%, 10/15/2017		B1		$	745,000		$	789,700

Total Utilities								11,676,088

Total Non-Convertible Corporate Bonds (Identified Cost $409,365,047)								438,805,723

TOTAL CORPORATE BONDS (Identified Cost $417,402,042)								447,852,354

PREFERRED STOCKS - 2.6%
Financials - 2.6%
Commercial Banks - 0.9%
PNC Financial Services Group, Inc., Series K⁷, 8.25%		Baa3			1,850,000			1,956,817
Wells Fargo & Co., Series K⁷, 7.98%		Baa3			3,145,000			3,396,600

								5,353,417

Diversified Financial Services - 1.2%
Bank of America Corp., Series K⁷, 8.00%		Ba3			3,350,000			3,498,439
JPMorgan Chase & Co., Series 1⁷, 7.90%		Baa1			2,985,000			3,206,159

								6,704,598

Real Estate Investment Trusts (REITS) - 0.5%
Public Storage, Series Q, 6.50%		Baa1			109,100			2,795,142

TOTAL PREFERRED STOCKS (Identified Cost $13,624,251)								14,853,157

ASSET-BACKED SECURITIES - 1.1%
Capital Auto Receivables Asset Trust, Series 2007-1, Class A4A, 5.01%, 4/16/2012		Aaa		$	27,200			27,292
Capital Auto Receivables Asset Trust, Series 2007-3, Class A4, 5.21%, 3/17/2014		Aaa			74,961			76,004
Ford Credit Auto Owner Trust, Series 2008-C, Class A4B⁵, 1.937%, 4/15/2013		Aaa			300,000			302,228
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A², 3.72%, 3/15/2023		Aaa			260,000			261,950
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2², 5.29%, 3/25/2016		Aaa			2,585,000			2,834,673
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2², 3.74%, 2/25/2017		Aaa			2,360,000			2,436,219


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)
ASSET-BACKED SECURITIES (continued)

SLM Student Loan Trust, Series 2002-4, Class A4⁵, 0.387%, 3/15/2017		Aaa			$	306,818		$	306,580

TOTAL ASSET-BACKED SECURITIES (Identified Cost $5,885,537)									6,244,946

COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.0%
Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029		AAA	⁴			420,846			429,283
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.731%, 5/10/2045		AAA	⁴			700,000			774,674
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa				335,000			366,547
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa				715,000			767,372
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.72%, 9/11/2038		Aaa				1,010,000			1,112,251
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA	⁴			650,000			708,352
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2², 3.759%, 4/15/2044		Aaa				240,000			243,634
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.729%, 3/15/2049		Aaa				575,000			633,531
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁵, 5.751%, 6/10/2046		AAA	⁴			900,000			996,971
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1², 3.156%, 7/10/2046		Aaa				1,288,747			1,297,941
FREMF Mortgage Trust, Series 2011-K701, Class B^2,5, 4.437%, 7/25/2048		A	⁴			950,000			928,140
FREMF Mortgage Trust, Series 2011-K702, Class B^2,5, 4.771%, 4/25/2044		A3				230,000			217,440
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A4⁵, 5.881%, 7/10/2038		Aaa				1,695,000			1,881,858
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁵, 5.278%, 1/12/2043		Aaa				350,000			378,452
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.205%, 12/15/2044		Aaa				1,670,000			1,822,423
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.88%, 4/15/2045		Aaa				560,000			621,517
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA	⁴			750,000			725,029
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.87%, 6/15/2038		Aaa				970,000			1,071,656


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount/ Shares			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		Aaa			$	605,000		$	651,872
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁵, 5.202%, 11/14/2042		Aaa				385,000			418,190
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A⁵, 5.23%, 9/15/2042		Aaa				210,000			227,764
Morgan Stanley Capital I, Series 2011-C1, Class A2², 3.884%, 9/15/2047		AAA	⁴			200,000			205,655
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA	⁴			420,000			435,902
Vornado DP LLC, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA	⁴			1,195,000			1,163,879
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.206%, 10/15/2044		Aaa				820,000			894,138
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.737%, 5/15/2043		Aaa				770,000			849,785
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		Aaa				1,220,000			1,354,464
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa				1,350,000			1,344,728


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $22,131,556)									22,523,448


FOREIGN GOVERNMENT BONDS - 0.5%

Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $5,190,594)		Ba1 EUR				4,000,000			2,827,808


MUNICIPAL BONDS - 0.5%

New York City, Public Impt., G.O. Bond, 6.646%, 12/1/2031 (Identified Cost $2,500,000)		Aa2			$	2,500,000			2,698,750


MUTUAL FUNDS - 0.8%

iShares iBoxx Investment Grade Corporate Bond Fund						37,640			4,145,293
John Hancock Preferred Income Fund						10,500			218,085

TOTAL MUTUAL FUNDS (Identified Cost $3,617,219)									4,363,378


U.S. GOVERNMENT AGENCIES - 8.8%

Mortgage-Backed Securities - 8.8%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021					$	4,122,671			4,482,507
Fannie Mae, Pool #995233, 5.50%, 10/1/2021						304,717			331,503


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

Investment Portfolio - June 30, 2011 (unaudited)


	Principal Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		$	325,739		$	356,970
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			2,463,741			2,678,781
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			428,199			469,253
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			4,443,317			4,831,140
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			257,847			279,653
Fannie Mae, Pool #918516, 5.50%, 6/1/2037			2,201,815			2,385,263
Fannie Mae, Pool #995876, 6.00%, 11/1/2038			12,080,726			13,291,478
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			5,292,586			5,819,825
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,380,179			1,497,808
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			420,296			460,330
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			290,189			317,829
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			240,842			263,330
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			420,689			460,760
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			215,872			233,460
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037			612,353			674,011
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038			152,856			165,496
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038			3,192,260			3,453,240
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038			2,526,928			2,733,515
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038			289,723			314,133
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040			355,310			384,691
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040			1,993,977			2,194,752
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040			1,290,202			1,420,113

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $48,973,211)						49,499,841


SHORT-TERM INVESTMENTS - 1.1%
Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.10%, (Identified Cost $6,177,099)			6,177,099			6,177,099


TOTAL INVESTMENTS - 98.8% (Identified Cost $525,501,509)						557,040,781
OTHER ASSETS, LESS LIABILITIES - 1.2%						6,824,903

NET ASSETS - 100%					$	563,865,684

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT JUNE 30, 2011⁹:

Settlement Date

Contracts to Deliver

In Exchange
For

Contracts
At Value

Unrealized
Depreciation

7/27/2011

EUR 2,730,000

$3,865,407

$3,955,865

$(90,458)


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

Investment Portfolio - June 30, 2011 (unaudited)

*	Less than 0.1%

EUR	- Euro currency

G.O.	Bond - General Obligation Bond

Impt.

- Improvement

¹	Credit ratings from Moody’s (unaudited).

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $89,073,651, or 15.8%, of the Series’ net assets as of June 30, 2011.

³	Credit rating has been withdrawn. As of June 30, 2011, there is no rating available.

⁴	Credit ratings from S&P (unaudited).

⁵	The coupon rate is floating and is the stated rate as of June 30, 2011.

⁶	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 June 30, 2011.

⁷	The rate shown is a fixed rate as of June 30, 2011; the rate becomes floating in 2049.

⁸	Rate shown is the current yield as of June 30, 2011.

⁹	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.			15

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $525,501,509) (Note 2)	$	557,040,781
Interest receivable		7,592,900
Receivable for fund shares sold		577,281
Dividends receivable		727


TOTAL ASSETS		565,211,689


LIABILITIES:

Accrued management fees (Note 3)		325,394
Accrued fund accounting and administration fees (Note 3)		27,353
Accrued transfer agent fees (Note 3)		1,569
Accrued directors’ fees (Note 3)		1,249
Accrued Chief Compliance Officer service fees (Note 3)		465
Payable for fund shares repurchased		867,896
Unrealized depreciation on foreign forward currency contracts (Note 2)		90,458
Other payables and accrued expenses		31,621


TOTAL LIABILITIES		1,346,005


TOTAL NET ASSETS	$	563,865,684


NET ASSETS CONSIST OF:

Capital stock	$	498,136
Additional paid-in-capital		508,509,851
Undistributed net investment income		12,475,114
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		10,915,352
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		31,467,231


TOTAL NET ASSETS	$	563,865,684


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($563,865,684/49,813,633 shares)	$	11.32


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	13,900,787
Dividends		659,111


Total Investment Income		14,559,898


EXPENSES:

Management fees (Note 3)		1,916,902
Fund accounting and administration fees (Note 3)		62,232
Directors’ fees (Note 3)		7,804
Transfer agent fees (Note 3)		3,770
Chief Compliance Officer service fees (Note 3)		1,315
Custodian fees		14,915
Miscellaneous		49,470


Total Expenses		2,056,408


NET INVESTMENT INCOME		12,503,490


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

Net realized gain (loss) on-
Investments		8,050,705
Foreign currency and translation of other assets and liabilities		(51,586	)
Forward foreign currency exchange contracts		(389,704	)


		7,609,415


Net change in unrealized appreciation (depreciation) on-
Investments		(2,525,331	)
Foreign currency and translation of other assets and liabilities		17,210
Forward foreign currency exchange contracts		(14,767	)


		(2,522,888	)


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		5,086,527


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	17,590,017


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

Statement of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	12,503,490			$	23,870,202
Net realized gain on investments and foreign currency			7,609,415				8,763,961
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(2,522,888	)			13,352,510


Net increase from operations			17,590,017				45,986,673


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			—				(24,015,126	)
From net realized gain on investments			—				(3,214,343	)


Total distributions to shareholders			—				(27,229,469	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			10,920,320				121,289,798


Net increase in net assets			28,510,337				140,047,002

NET ASSETS:

Beginning of period			535,355,347				395,308,345


End of period (including undistributed net investment income of $12,475,114 and distributions in excess of net investment income of $(28,376), respectively)		$	563,865,684			$	535,355,347


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)				For the Years Ended


					12/31/10				12/31/09				12/31/08				12/31/07				12/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.96			$	10.49			$	9.66			$	10.02			$	9.98			$	9.89

Income (loss) from investment operations:
Net investment income			0.25	¹			0.55	¹			0.57	¹			0.42				0.40				0.37
Net realized and unrealized gain (loss)on investments			0.11				0.51				0.82				(0.32	)			0.03				0.08

Total from investment operations			0.36				1.06				1.39				0.10				0.43				0.45

Less distributions to shareholders:
From net investment income			—				(0.52	)			(0.56	)			(0.45	)			(0.39	)			(0.36	)
From net realized gain on investments			—				(0.07	)			—				(0.01	)			—				—

Total distributions to shareholders			—				(0.59	)			(0.56	)			(0.46	)			(0.39	)			(0.36	)

Net asset value - End of period		$	11.32			$	10.96			$	10.49			$	9.66			$	10.02			$	9.98

Net assets - End of period (000’s omitted)		$	563,866			$	535,355			$	395,308			$	340,631			$	278,494			$	224,145

Total return²			3.29	%			10.18	%			14.35	%			1.24	%			4.34	%			4.59	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*			0.75	%³			0.76	%			0.78	%			0.80	%			0.81	%			0.83	%
Net investment income			4.57	%³			4.92	%			5.60	%			4.84	%			4.20	%			3.95	%
Portfolio turnover			21	%			31	%			72	%			63	%			341	%			315	%

* 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				0.00	%⁴			0.00	%⁴			N/A				N/A				N/A

¹	Calculated based on average shares outstanding during the period.

²	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.

³	Annualized.

⁴	Less than 0.01%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Core Plus Bond 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 total return by investing primarily in fixed income securities.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors, clients 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 125 million have been designated as Core Plus Bond Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


20

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 June 30, 2011 in valuing the Series’ assets or liabilities carried at market value:

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*:

—

Preferred securities:

Financials

14,853,157

2,795,142

12,058,015

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

49,499,841

—

49,499,841

—

States and political subdivisions (municipals)

2,698,750

—

2,698,750

—

Corporate debt:

—

Consumer Discretionary

69,776,991

—

69,776,991

—

Consumer Staples

9,463,095

—

9,463,095

—

Energy

36,201,010

—

36,201,010

—

Financials

162,678,887

—

162,678,887

—

Health Care

19,508,336

—

19,508,336

—

Industrials

68,300,349

—

68,300,349

—

Information Technology

12,601,871

—

12,601,871

—

Materials

33,779,064

—

33,779,064

—

Telecommunication Services

14,820,032

—

14,820,032

—

Utilities

11,676,088

—

11,676,088

—

Convertible corporate debt:

—

Financials

2,811,406

—

2,811,406

—

Health Care

3,282,262

—

3,282,262

—

Information Technology

2,952,963

—

2,952,963

—

Asset-backed securities

6,244,946

—

6,244,946

—

Commercial mortgage-backed securities

22,523,448

—

22,523,448

Foreign government bonds

2,827,808

—

2,827,808

—

Mutual funds

10,540,477

—

Other financial instruments**

—


					21

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Description

Total

Level 1

Level 2

Level 3

Total assets:

557,040,781

13,335,619

543,705,162

—

Liabilities:

Other financial instruments**

(90,458

)

—

(90,458

)

—

Total liabilities

—

Total

556,950,323

13,335,619

543,614,704

—

*	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.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation


22

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation (continued)

Forward Foreign Currency Exchange Contracts

Securities Purchased on a When-Issued Basis or Forward Commitment


					23

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Restricted Securities

Illiquid Securities

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other


24

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 the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 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 0.90% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2011. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $111,969,150 and $99,734,520, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $34,739,888 and $13,582,507, respectively.


					25

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Core Plus Bond Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		3,294,624			$	36,753,519			12,957,005			$	142,303,123
Reinvested		—				—			2,483,553				26,822,714
Repurchased		(2,315,873	)			(25,833,199	)		(4,296,032	)			(47,836,039	)

Total		978,751			$	10,920,320			11,144,526			$	121,289,798

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


26

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Ordinary income	$	25,263,864
Long-term capital gains		1,965,605


Cost for federal income tax purposes	$	525,510,066
Unrealized appreciation	$	36,600,911
Unrealized depreciation		(5,070,196	)

Net unrealized appreciation	$	31,530,715


					27

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNCRPLBND-6/11-SAR

LOGO


		HIGH YIELD BOND SERIES

Shareholder Expense Example (unaudited)

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

Actual Expenses

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.


	Beginning Account Value 1/1/11			Ending Account Value 6/30/11			Expenses Paid During Period* 1/1/11-6/30/11
Actual		$	1,000.00		$	1,039.10		$	5.61
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.29		$	5.56

*	Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.11%, 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 June 30, 2011 (unaudited)

LOGO


2

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS - 93.1%

Non-Convertible Corporate Bonds - 93.1%
Consumer Discretionary - 17.9%
Auto Components - 0.9%
UCI International, Inc., 8.625%, 2/15/2019		B3			$	1,460,000		$	1,503,800

Hotels, Restaurants & Leisure - 3.1%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp., 9.125%, 8/1/2018		B2				660,000			704,550
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		B3				1,455,000			1,611,413
Wyndham Worldwide Corp., 9.875%, 5/1/2014		Ba1				570,000			669,386
Wyndham Worldwide Corp., 6.00%, 12/1/2016		Ba1				2,260,000			2,400,072

									5,385,421

Media - 9.6%
Cablevision Systems Corp., 8.625%, 9/15/2017		B1				2,030,000			2,200,013
Columbus International, Inc. (Barbados)², 11.50%, 11/20/2014		B2				1,770,000			2,011,163
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)², 7.50%, 3/15/2019		B1				1,660,000			1,693,200
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		B2				1,495,000			1,676,269
Sirius XM Radio, Inc.², 9.75%, 9/1/2015		Ba2				940,000			1,034,000
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)², 8.125%, 12/1/2017		B1				1,590,000			1,689,375
UPCB Finance III Ltd. (Cayman Islands)², 6.625%, 7/1/2020		Ba3				3,035,000			2,997,063
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019		Ba2				1,535,000			1,711,525
XM Satellite Radio, Inc.², 7.625%, 11/1/2018		B2				1,315,000			1,374,175

									16,386,783

Specialty Retail - 2.9%
DirectBuy Holdings, Inc.², 12.00%, 2/1/2017		B2				1,540,000			600,600
Rent-A-Center, Inc., 6.625%, 11/15/2020		BB	³			2,375,000			2,363,125
Toys R Us Property Co. II, LLC, 8.50%, 12/1/2017		Ba1				1,885,000			1,969,825

									4,933,550

Textiles, Apparel & Luxury Goods - 1.4%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		Ba3				2,560,000			2,470,400

Total Consumer Discretionary									30,679,954

Consumer Staples - 4.2%
Beverages - 2.9%
CEDC Finance Corp. International, Inc.², 9.125%, 12/1/2016		B1				1,885,000			1,720,063
Constellation Brands, Inc., 8.375%, 12/15/2014		Ba2				1,830,000			2,081,625
Constellation Brands, Inc., 7.25%, 9/1/2016		Ba2				1,000,000			1,092,500

									4,894,188


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Personal Products - 1.3%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		B2			$	2,055,000		$	2,209,125

Total Consumer Staples									7,103,313

Energy - 13.0%
Energy Equipment & Services - 4.2%
Calfrac Holdings LP², 7.50%, 12/1/2020		B2				1,595,000			1,610,950
Complete Production Services, Inc., 8.00%, 12/15/2016		B1				150,000			156,750
SESI LLC², 6.375%, 5/1/2019		Ba3				1,675,000			1,658,250
Thermon Industries, Inc., 9.50%, 5/1/2017		B1				1,518,000			1,628,055
Trinidad Drilling Ltd. (Canada)², 7.875%, 1/15/2019		B2				1,980,000			2,049,300

									7,103,305

Oil, Gas & Consumable Fuels - 8.8%
Arch Coal, Inc.², 7.00%, 6/15/2019		B1				1,050,000			1,047,375
Arch Western Finance LLC, 6.75%, 7/1/2013		B1				611,000			611,764
Coffeyville Resources LLC - Coffeyville Finance, Inc.², 9.00%, 4/1/2015		Ba3				604,000			655,340
Coffeyville Resources LLC - Coffeyville Finance, Inc.², 10.875%, 4/1/2017		B3				640,000			726,400
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018		B2				2,143,000			2,282,295
Linn Energy LLC - Linn Energy Finance Corp.², 7.75%, 2/1/2021		B2				1,455,000			1,513,200
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020		B1				1,550,000			1,581,000
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018		B	³			1,360,000			1,428,000
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC, 8.875%, 3/15/2018		B1				1,540,000			1,617,000
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		B1				1,410,000			1,487,550
Tesoro Corp., 9.75%, 6/1/2019		Ba1				1,440,000			1,609,200
Whiting Petroleum Corp., 7.00%, 2/1/2014		Ba3				485,000			521,375

									15,080,499

Total Energy									22,183,804

Financials - 8.9%
Capital Markets - 0.8%
Goldman Sachs Capital II⁴, 5.793%, 12/29/2049		Baa2				1,650,000			1,320,000

Commercial Banks - 0.5%
Wilmington Trust Corp., 8.50%, 4/2/2018		Baa1				755,000			921,995

Consumer Finance - 4.1%
American Express Co.⁴, 6.80%, 9/1/2066		Baa2				2,940,000			3,020,850


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹			Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Consumer Finance (continued)
Credit Acceptance Corp., 9.125%, 2/1/2017		B1			$	2,185,000		$	2,337,950
Discover Financial Services, 10.25%, 7/15/2019		Ba1				1,305,000			1,686,254

									7,045,054

Insurance - 1.0%
Hartford Financial Services Group, Inc.⁴, 8.125%, 6/15/2038		Ba1				1,500,000			1,616,250

Real Estate Investment Trusts (REITS) - 2.5%
DuPont Fabros Technology LP, 8.50%, 12/15/2017		Ba2				1,480,000			1,616,900
Host Hotels & Resorts LP, 6.875%, 11/1/2014		BB	³			665,000			681,625
Host Hotels & Resorts LP, 6.375%, 3/15/2015		Ba1				550,000			561,000
Omega Healthcare Investors, Inc., 7.50%, 2/15/2020		Ba2				1,335,000			1,415,100

									4,274,625

Total Financials									15,177,924

Health Care - 12.5%
Biotechnology - 1.0%
STHI Holding Corp.², 8.00%, 3/15/2018		B2				1,725,000			1,750,875

Health Care Equipment & Supplies - 6.1%
Alere, Inc., 7.875%, 2/1/2016		B2				1,725,000			1,785,375
Alere, Inc., 9.00%, 5/15/2016		B3				1,323,000			1,377,574
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017		Ba2				2,370,000			2,506,275
Fresenius US Finance II, Inc.², 9.00%, 7/15/2015		Ba1				2,820,000			3,190,125
Teleflex, Inc., 6.875%, 6/1/2019		B1				1,650,000			1,670,625

									10,529,974

Health Care Providers & Services - 4.4%
BioScrip, Inc., 10.25%, 10/1/2015		Caa1				1,285,000			1,341,218
HCA, Inc., 7.875%, 2/15/2020		Ba2				2,370,000			2,571,450
Health Management Associates, Inc., 6.125%, 4/15/2016		BB	³			1,935,000			2,007,563
LifePoint Hospitals, Inc., 6.625%, 10/1/2020		Ba1				1,500,000			1,545,000

									7,465,231

Life Sciences Tools & Services - 1.0%
PharmaNet Development Group, Inc.², 10.875%, 4/15/2017		B3				1,350,000			1,687,500

Total Health Care									21,433,580

Industrials - 12.0%
Aerospace & Defense - 1.6%
Ducommun, Inc.², 9.75%, 7/15/2018		B3				1,665,000			1,710,787
GeoEye, Inc., 9.625%, 10/1/2015		Ba3				945,000			1,067,850

									2,778,637


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Air Freight & Logistics - 1.0%
Aguila 3 S.A. (Luxembourg)², 7.875%, 1/31/2018		B2		$	1,690,000		$	1,700,563

Airlines - 2.2%
Continental Airlines, Inc.², 6.75%, 9/15/2015		Ba2			1,495,000			1,502,475
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B², 6.375%, 1/2/2016		Ba3			1,490,000			1,430,400
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba3			850,000			816,000

								3,748,875

Building Products - 2.3%
Building Materials Corp. of America², 6.875%, 8/15/2018		Ba3			825,000			841,500
Building Materials Corp. of America², 7.50%, 3/15/2020		Ba3			645,000			678,863
Owens Corning, 9.00%, 6/15/2019		Ba1			2,075,000			2,478,369

								3,998,732

Commercial Services & Supplies - 1.6%
Clean Harbors, Inc., 7.625%, 8/15/2016		Ba3			1,072,000			1,136,320
Clean Harbors, Inc.², 7.625%, 8/15/2016		Ba3			250,000			265,000
Garda World Security Corp. (Canada)², 9.75%, 3/15/2017		B2			1,290,000			1,364,175

								2,765,495

Construction & Engineering - 0.6%
Boart Longyear Management Pty. Ltd. (Australia)², 7.00%, 4/1/2021		Ba2			960,000			981,600

Industrial Conglomerates - 1.4%
GE Capital Trust I⁴, 6.375%, 11/15/2067		Aa3			2,250,000			2,303,437

Marine - 1.3%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017		Ba3			2,195,000			2,260,850

Total Industrials								20,538,189

Information Technology - 4.8%
Communications Equipment - 1.8%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		B1			1,580,000			1,422,000
EH Holding Corp.², 6.50%, 6/15/2019		Ba3			1,665,000			1,694,137

								3,116,137

Electronic Equipment, Instruments & Components - 1.0%
CPI International Acquisition, Inc.², 8.00%, 2/15/2018		B3			1,700,000			1,606,500

Semiconductors & Semiconductor Equipment - 1.7%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017		Ba3			645,000			674,025
Advanced Micro Devices, Inc., 7.75%, 8/1/2020		Ba3			760,000			782,800


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

Investment Portfolio - June 30, 2011 (unaudited)


	Credit Rating¹		Principal Amount			Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018		B2		$	1,360,000		$	1,489,200

								2,946,025

Software - 0.3%
Audatex North America, Inc.², 6.75%, 6/15/2018		Ba2			500,000			502,500

Total Information Technology								8,171,162

Materials - 10.4%
Chemicals - 1.9%
Ferro Corp., 7.875%, 8/15/2018		B2			1,470,000			1,525,125
Rhodia S.A. (France)², 6.875%, 9/15/2020		B1			1,535,000			1,797,869

								3,322,994

Containers & Packaging - 2.8%
Longview Fibre Paper & Packaging, Inc.², 8.00%, 6/1/2016		B2			1,665,000			1,673,325
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC², 8.75%, 5/15/2018		Caa1			1,375,000			1,350,937
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC², 7.125%, 4/15/2019		Ba3			1,830,000			1,816,275

								4,840,537

Metals & Mining - 4.3%
Calcipar S.A. (Luxembourg)², 6.875%, 5/1/2018		B1			2,510,000			2,516,275
FMG Resources August 2006 Pty. Ltd. (Australia)², 6.875%, 2/1/2018		B1			1,690,000			1,715,350
Mirabela Nickel Ltd. (Australia)², 8.75%, 4/15/2018		B2			1,680,000			1,671,600
Steel Dynamics, Inc., 7.75%, 4/15/2016		Ba2			1,300,000			1,365,000

								7,268,225

Paper & Forest Products - 1.4%
Georgia-Pacific LLC², 8.25%, 5/1/2016		Ba1			2,115,000			2,397,477

Total Materials								17,829,233

Telecommunication Services - 7.5%
Diversified Telecommunication Services - 4.3%
Inmarsat Finance plc (United Kingdom)², 7.375%, 12/1/2017		Ba2			2,385,000			2,528,100
Intelsat Jackson Holdings S.A. (Luxembourg)², 7.25%, 4/1/2019		B3			2,530,000			2,511,025
Wind Acquisition Finance S.A. (Luxembourg)², 11.75%, 7/15/2017		B2			1,800,000			2,038,500
Wind Acquisition Finance S.A. (Luxembourg)², 7.25%, 2/15/2018		Ba2			275,000			286,000

								7,363,625


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

Investment Portfolio - June 30, 2011 (unaudited)

Credit
Rating¹

Principal Amount/
Shares

Value
(Note 2)

CORPORATE BONDS (continued)

Non - Convertible Corporate Bonds (continued)

Telecommunication Services (continued)

Wireless Telecommunication Services - 3.2%

CC Holdings GS V LLC - Crown Castle GS III Corp.², 7.75%, 5/1/2017

Baa3

3,145,000

3,404,463

NII Capital Corp., 8.875%, 12/15/2019

1,845,000

2,036,419

5,440,882

Total Telecommunication Services

12,804,507

Utilities - 1.9%

Gas Utilities - 0.9%

Ferrellgas LP - Ferrellgas Finance Corp.², 6.50%, 5/1/2021

Ba3

1,615,000

1,526,175

Independent Power Producers & Energy Traders - 1.0%

The AES Corp., 8.00%, 10/15/2017

1,655,000

1,754,300

Total Utilities

3,280,475

TOTAL CORPORATE BONDS
(Identified Cost $154,484,515)

159,202,141

PREFERRED STOCKS - 3.8%

Financials - 3.8%

Commercial Banks - 1.5%

Wells Fargo & Co., Series K⁵, 7.98%

Baa3

2,335,000

2,521,800

Diversified Financial Services - 2.3%

Bank of America Corp., Series K⁵, 8.00%

Ba3

1,410,000

1,472,477

JPMorgan Chase & Co., Series 1⁵, 7.90%

Baa1

2,275,000

2,443,555

3,916,032

TOTAL PREFERRED STOCKS
(Identified Cost $5,951,799)

6,437,832

SHORT-TERM INVESTMENTS - 1.4%

Dreyfus Cash Management, Inc. - Institutional Shares⁶, 0.10%, (Identified Cost $2,364,687)

2,364,687

2,364,687

TOTAL INVESTMENTS - 98.3%
(Identified Cost $162,801,001)

168,004,660

OTHER ASSETS, LESS LIABILITIES - 1.7%

2,904,580

NET ASSETS - 100%

170,909,240


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

Investment Portfolio - June 30, 2011 (unaudited)

¹	Credit ratings from Moody’s (unaudited).

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $70,520,825, or 41.3%, of the Series’ net assets as of June 30, 2011.

³	Credit ratings from S&P (unaudited).

⁴	The coupon rate is floating and is the stated rate as of June 30, 2011.

⁵	The rate shown is a fixed rate as of June 30, 2011; the rate becomes floating in 2049.

⁶	Rate shown is the current yield as of June 30, 2011.


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

Statement of Assets and Liabilities (unaudited)

June 30, 2011


ASSETS:
Investments, at value (identified cost $162,801,001) (Note 2)	$	168,004,660
Interest receivable		3,079,282
Receivable for fund shares sold		183,125
Dividends receivable		480


TOTAL ASSETS		171,267,547


LIABILITIES:

Accrued management fees (Note 3)		140,409
Accrued fund accounting and administration fees (Note 3)		11,728
Accrued transfer agent fees (Note 3)		2,334
Accrued Chief Compliance Officer service fees (Note 3)		465
Accrued directors’ fees (Note 3)		348
Payable for fund shares repurchased		162,311
Audit fees payable		21,061
Other payables and accrued expenses		19,651


TOTAL LIABILITIES		358,307


TOTAL NET ASSETS	$	170,909,240


NET ASSETS CONSIST OF:

Capital stock	$	153,134
Additional paid-in-capital		156,931,109
Undistributed net investment income		5,079,898
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		3,541,440
Net unrealized appreciation on investments		5,203,659


TOTAL NET ASSETS	$	170,909,240


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($170,909,240/15,313,426 shares)	$	11.16


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

Statement of Operations (unaudited)

For the Six Months Ended June 30, 2011


INVESTMENT INCOME:

Interest	$	5,784,342
Dividends		197,915


Total Investment Income		5,982,257


EXPENSES:

Management fees (Note 3)		830,307
Fund accounting and administration fees (Note 3)		30,128
Transfer agent fees (Note 3)		5,725
Directors’ fees (Note 3)		2,299
Chief Compliance Officer service fees (Note 3)		1,315
Custodian fees		4,628
Miscellaneous		49,212


Total Expenses		923,614


NET INVESTMENT INCOME		5,058,643


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

Net realized gain (loss) on-
Investments		3,134,915
Foreign currency and translation of other assets and liabilities		(35,845	)


		3,099,070


Net change in unrealized appreciation (depreciation) on-
Investments		(1,826,470	)
Foreign currency and translation of other assets and liabilities		(75	)


		(1,826,545	)


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		1,272,525


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,331,168


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

Statements of Changes in Net Assets


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	5,058,643			$	9,775,342
Net realized gain on investments and foreign currency			3,099,070				3,882,317
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(1,826,545	)			4,696,008


Net increase from operations			6,331,168				18,353,667


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			—				(10,050,478	)
From net realized gain on investments			—				(3,847,008	)


Total distributions to shareholders			—				(13,897,486	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			6,396,761				26,046,907


Net increase in net assets			12,727,929				30,503,088

NET ASSETS:

Beginning of period			158,181,311				127,678,223


End of period (including undistributed net investment income of $5,079,898 and $21,255, respectively)		$	170,909,240			$	158,181,311


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

Financial Highlights


	For the Six Months Ended 6/30/11 (unaudited)				For the Year Ended 12/31/10				For the Period 9/14/09¹ to 12/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.74			$	10.37			$	10.00

Income from investment operations:
Net investment income²			0.33				0.75				0.20
Net realized and unrealized gain on investments			0.09				0.66				0.28

Total from investment operations			0.42				1.41				0.48

Less distributions to shareholders:
From net investment income			—				(0.75	)			(0.10	)
From net realized gain on investments			—				(0.29	)			(0.01	)

Total distributions to shareholders			—				(1.04	)			(0.11	)

Net asset value - End of period		$	11.16			$	10.74			$	10.37

Net assets - End of period (000’s omitted)		$	170,909			$	158,181			$	127,678

Total return³			3.91	%			13.59	%			4.82	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.11	%⁴			1.14	%			1.20	%⁴
Net investment income			6.09	%⁴			6.79	%			6.51	%⁴
Portfolio turnover			32	%			54	%			22	%

* 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				0.00	%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%.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

High Yield Bond 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 a high level of long-term total return by investing principally in non-investment grade fixed income securities that are issued by government and corporate entities.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). On September 14, 2009 the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates and directly to investors. 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 June 30, 2011, 6.4 billion shares have been designated in total among 31 series, of which 125 million have been designated as High Yield Bond Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation


14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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”).

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

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*:

—

Preferred securities:

Financials

6,437,832

—

6,437,832

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

—

Corporate debt:

—

Consumer Discretionary

30,679,954

—

30,679,954

—

Consumer Staples

7,103,313

—

7,103,313

—

Energy

22,183,804

—

22,183,804

—

Financials

15,177,924

—

15,177,924

—

Health Care

21,433,580

—

21,433,580

—

Industrials

20,538,189

—

20,538,189

—

Information Technology

8,171,162

—

8,171,162

—

Materials

17,829,233

—

17,829,233

—

Telecommunication Services

12,804,507

—

12,804,507

—

Utilities

3,280,475

—

3,280,475

—

Asset-backed securities

—

Commercial mortgage-backed securities

—

Mutual funds

2,364,687

—

Other financial instruments**

—

Total assets:

168,004,660

2,364,687

165,639,973

—

Liabilities:

Other financial instruments**

—

Total liabilities

—

Total

168,004,660

2,364,687

165,639,973

—


					15

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

*	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 June 30, 2011, the Series did not hold any derivative instruments.

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

Recent Accounting Standard

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series 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.


16

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Restricted Securities

Illiquid Securities

Federal Taxes

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 December 31, 2009 through the year ended December 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.

Distributions of Income and Gains

Indemnifications

Other


					17

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Other (continued)

3.	TRANSACTIONS WITH AFFILIATES

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 June 30, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $64,963,531 and $51,003,393, respectively. There were no purchases or sales of U.S. Government securities.


18

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of High Yield Bond Series were:


	For the Six Months Ended 6/30/11							For the Year Ended 12/31/10
	Shares			Amount				Shares			Amount
Sold		1,050,661			$	11,592,705			2,275,341			$	24,816,656
Reinvested		—				—			1,258,376				13,463,941
Repurchased		(470,382	)			(5,195,944	)		(1,117,255	)			(12,233,690	)

Total		580,279			$	6,396,761			2,416,462			$	26,046,907

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


Ordinary income	$	13,587,061
Long-term capital gains		310,425


					19

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

At June 30, 2011, the identified cost 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	$	162,801,001
Unrealized appreciation	$	6,903,009
Unrealized depreciation		(1,699,350	)

Net unrealized appreciation	$	5,203,659


20

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNHYYLD-6/11-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.

August 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.

August 29, 2011

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

August 29, 2011

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