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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2011

Date of reporting period: November 1, 2010 through October 31, 2011

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

EQUITY SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ended October 31, 2011, the S&P 500 Index gained 8.09%, while the Russell 3000^® Index earned 7.90%.

Over the current stock market cycle, which includes the equity bull market from October 2002 until November 2007 and the current bear market, the Equity Series continues to provide competitive absolute and relative results for long-term investors. With an annualized return of 8.99% over the current cycle, the Equity Series has outpaced the Russell 3000’s annualized return of 7.53%. While the Equity Series posted a 3.30% return for the year ending October 31, 2011, the Series trailed the Russell 3000^® benchmark over the last twelve months.

In such a volatile environment, Manning & Napier believes investment decision-making needs to be cognizant of the macro but driven by the micro. This means understanding the economic cycle is beneficial, but a focus on industry and company fundamentals remains as important as ever. While equity valuations are generally neutral, many well-positioned and growing companies are trading at attractive levels. Indeed, using our disciplined stock selection strategies, Manning & Napier continues to identify specific investment opportunities on a company by company basis.

Over the last twelve months, the Equity Series generally benefited from sector positioning while specific equity selections challenged relative performance. During the period the Series maintained a smaller position in the Financials sector than the benchmark as concern over capital levels and asset quality continue to weigh on the long term outlook for the sector, and the banking industry in particular. The Series maintained a comparatively large allocation to the Consumer Discretionary sector during the year, and combined with the underweight to Financials, this positioning aided returns relative to the Russell 3000^® Index benchmark. Smaller positions as compared to the benchmark in the Utilities and Energy sectors challenged the Series’ relative performance, but this was offset by advantageous sector positioning in other areas. With regard to equity selection, specific holdings in the Industrials sector challenged returns relative to the benchmark. As an example, certain airline industry investments performed poorly, yet we believe the companies we own are in a position to benefit from major capacity cuts throughout the struggling industry. Strong relative performance of holdings in the Health Care sector helped relative returns, but this was unable to overcome weaker individual stock performance in other areas.

Today, growth is scarce and in our view companies cannot rely on a boost from the broader economy. As a result, we are targeting businesses that have well-defined, compelling long-term growth-drivers. In many cases, these are multinational companies that are successfully competing in foreign markets around the world. For example, we have invested in several premier Technology companies that are gaining share in large, growing markets and benefiting from long-term global trends such as growth in mobile data services, cloud computing, e-commerce, and increased wireless connectivity.

While our slow growth view remains in place, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget debate) that broadly influenced investor confidence and risk appetite. Amidst the volatility, it is important to think about

1

Management Discussion and Analysis (unaudited)

the long-term and focus on fundamentals. Manning & Napier has over four decades of experience navigating difficult market environments, and we believe our disciplined investment process makes us well-equipped to endure the challenges in today’s environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Performance Update as of October 31, 2011 (unaudited)

	Average Annual Total Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Equity Series3,4		3.30	%		0.72	%		5.84	%		6.26	%
Russell 3000® Index5		7.90	%		0.55	%		4.37	%		3.12	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Series for the ten years ended October 31, 2011 to the Russell 3000^® Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series and Index are calculated from May 1, 1998, the Collective’s inception date (see Note 4 below).

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 1.05%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for the year ended October 31, 2011.

⁴  For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans - All-Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

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

3

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 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 5/1/11			Ending Account  Value 10/31/11			Expenses Paid During  Period* 5/1/11-10/31/11
Actual		$	1,000.00		$	895.20		$	5.02
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.91		$	5.35

* Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

4

Portfolio Composition as of October 31, 2011 (unaudited)

5

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS - 94.4%
Consumer Discretionary - 17.5%
Hotels, Restaurants & Leisure - 2.7%
Carnival Corp.		1,459,540		$	51,390,403
Household Durables - 1.0%
DR Horton, Inc.		450,940			5,018,962
Lennar Corp. - Class A		286,510			4,738,875
NVR, Inc.*		7,970			5,122,717
Toll Brothers, Inc.*		248,480			4,333,491
					19,214,045
Internet & Catalog Retail - 1.7%
Amazon.com, Inc.*		157,420			33,610,744
Media - 11.0%
AMC Networks, Inc. - Class A*		587,890			19,176,972
Discovery Communications, Inc. - Class A*		730,620			31,752,745
News Corp. - Class A		1,526,600			26,746,032
Time Warner, Inc.		1,522,890			53,285,921
The Walt Disney Co.		1,815,090			63,310,339
The Washington Post Co. - Class B		51,810			17,623,690
					211,895,699
Specialty Retail - 1.1%
Dick’s Sporting Goods, Inc.*		549,140			21,465,883
Total Consumer Discretionary					337,576,774
Consumer Staples - 7.7%
Beverages - 2.8%
The Coca-Cola Co.		797,880			54,511,162
Food & Staples Retailing - 1.6%
The Kroger Co.		1,304,450			30,237,151
Food Products - 3.3%
H.J. Heinz Co.		416,020			22,232,109
Kraft Foods, Inc. - Class A		1,163,290			40,924,542
					63,156,651
Total Consumer Staples					147,904,964
Energy - 6.6%
Energy Equipment & Services - 3.8%
Baker Hughes, Inc.		781,470			45,317,445
Weatherford International Ltd. - ADR (Switzerland)*		1,765,600			27,366,800
					72,684,245
Oil, Gas & Consumable Fuels - 2.8%
Hess Corp.		866,460			54,205,738
Total Energy					126,889,983

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials - 12.3%
Capital Markets - 5.8%
The Bank of New York Mellon Corp.1		989,700		$	21,060,816
The Charles Schwab Corp.		4,637,620			56,949,974
State Street Corp.		840,910			33,964,355
					111,975,145
Consumer Finance - 2.3%
American Express Co.		414,380			20,975,916
Discover Financial Services		1,013,620			23,880,887
					44,856,803
Diversified Financial Services - 3.2%
CME Group, Inc.		150,910			41,584,760
Moody’s Corp.		566,450			20,103,311
					61,688,071
Real Estate Investment Trusts (REITS) - 1.0%
Alexandria Real Estate Equities, Inc.		57,210			3,781,009
BioMed Realty Trust, Inc.		212,720			3,852,359
Corporate Office Properties Trust		141,260			3,425,555
Digital Realty Trust, Inc.		66,280			4,131,232
DuPont Fabros Technology, Inc.		183,250			3,809,767
					18,999,922
Total Financials					237,519,941
Health Care - 13.5%
Biotechnology - 1.4%
BioMarin Pharmaceutical, Inc.*		824,730			28,131,540
Health Care Equipment & Supplies - 8.9%
Alere, Inc.*		2,036,390			53,068,323
Becton, Dickinson and Co.		604,820			47,315,069
Boston Scientific Corp.*		6,431,790			37,883,243
Gen-Probe, Inc.*		356,230			21,409,423
Volcano Corp.*		464,260			11,574,002
					171,250,060
Health Care Technology - 2.4%
Allscripts Healthcare Solutions, Inc.*		536,660			10,277,039
Cerner Corp.*		565,720			35,883,620
					46,160,659
Life Sciences Tools & Services - 0.8%
Waters Corp.*		185,740			14,881,489
Total Health Care					260,423,748

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials - 12.9%
Air Freight & Logistics - 3.6%
FedEx Corp.		232,530		$	19,027,930
United Parcel Service, Inc. - Class B		711,000			49,940,640
					68,968,570
Airlines - 3.7%
Southwest Airlines Co.		4,535,020			38,774,421
United Continental Holdings, Inc.		841,290			16,253,723
US Airways Group, Inc.*		2,826,060			16,306,366
					71,334,510
Construction & Engineering - 1.6%
Quanta Services, Inc.*		1,480,130			30,919,916
Machinery - 2.1%
Flowserve Corp.		229,660			21,287,185
Pall Corp.		369,610			18,912,944
					40,200,129
Road & Rail - 1.9%
Norfolk Southern Corp.		486,490			35,995,395
Total Industrials					247,418,520
Information Technology - 19.9%
Communications Equipment - 4.6%
Cisco Systems, Inc.		2,603,900			48,250,267
Qualcomm, Inc.		798,420			41,198,472
					89,448,739
Computers & Peripherals - 3.0%
EMC Corp.*		2,394,560			58,690,666
Electronic Equipment, Instruments & Components - 1.1%
Amphenol Corp. - Class A		441,590			20,971,109
Internet Software & Services - 4.1%
Google, Inc. - Class A*		132,880			78,750,003
IT Services - 3.6%
MasterCard, Inc. - Class A		100,510			34,901,092
Visa, Inc. - Class A		363,540			33,903,740
					68,804,832
Software - 3.5%
Autodesk, Inc.*		1,596,630			55,243,398
SuccessFactors, Inc.*		437,320			11,676,444
					66,919,842
Total Information Technology					383,585,191

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials - 4.0%
Chemicals - 3.1%
Monsanto Co.		818,500		$	59,545,875
Containers & Packaging - 0.9%
Owens-Illinois, Inc.*		840,550			16,878,244
Total Materials					76,424,119
TOTAL COMMON STOCKS (Identified Cost $1,724,304,369)					1,817,743,240
SHORT-TERM INVESTMENTS - 3.9%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.05% (Identified Cost $75,403,079)		75,403,079			75,403,079
TOTAL INVESTMENTS - 98.3% (Identified Cost $1,799,707,448)					1,893,146,319
OTHER ASSETS, LESS LIABILITIES - 1.7%					31,892,166
NET ASSETS - 100%				$	1,925,038,485

* Non-income producing security

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

²  Rate shown is the current yield as of October 31, 2011.

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

Statement of Assets and Liabilities

October 31, 2011

ASSETS:
Investments, at value (identified cost $1,799,707,448) (Note 2)	$	1,893,146,319
Receivable for securities sold		38,255,125
Receivable for fund shares sold		3,876,339
Dividends receivable		744,305
TOTAL ASSETS		1,936,022,088
LIABILITIES:
Accrued management fees (Note 3)		1,456,137
Accrued transfer agent fees (Note 3)		201,328
Accrued fund accounting and administration fees (Note 3)		65,357
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		107
Payable for securities purchased		7,134,897
Payable for fund shares repurchased		1,984,933
Other payables and accrued expenses		140,614
TOTAL LIABILITIES		10,983,603
TOTAL NET ASSETS	$	1,925,038,485
NET ASSETS CONSIST OF:
Capital stock	$	1,043,330
Additional paid-in-capital		1,770,496,226
Undistributed net investment income		1,817,989
Accumulated net realized gain on investments		58,242,069
Net unrealized appreciation on investments		93,438,871
TOTAL NET ASSETS	$	1,925,038,485
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,925,038,485/104,333,026 shares)	$	18.45

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

Statement of Operations

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Dividends	$	24,763,722
EXPENSES:
Management fees (Note 3)		19,254,998
Transfer agent fees (Note 3)		698,869
Fund accounting and administration fees (Note 3)		267,268
Directors’ fees (Note 3)		53,001
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		110,514
Miscellaneous		248,824
Total Expenses		20,636,080
Less reduction of expenses (Note 3)		(418,332	)
Net Expenses		20,217,748
NET INVESTMENT INCOME		4,545,974
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		87,039,146
Net change in unrealized appreciation (depreciation) on investments		(77,567,801	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		9,471,345
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	14,017,319

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

Statement of Changes in Net Assets

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	4,545,974			$	2,152,482
Net realized gain (loss) on investments			87,039,146				68,753,804
Net change in unrealized appreciation (depreciation) on investments			(77,567,801	)			106,441,527
Net increase from operations			14,017,319				177,347,813
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(4,615,453	)			(1,082,233	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			336,313,975				400,013,978
Net increase in net assets			345,715,841				576,279,558
NET ASSETS:
Beginning of year			1,579,322,644				1,003,043,086
End of year (including undistributed net investment income of $1,817,989 and $1,887,468, respectively)		$	1,925,038,485			$	1,579,322,644

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

Financial Highlights

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	17.91			$	15.55			$	13.34			$	21.43			$	19.19
Income (loss) from investment operations:
Net investment income			0.04	1			0.03	1			0.04	1			0.07				0.06
Net realized and unrealized gain (loss) on investments			0.55				2.35				2.24				(7.35	)			2.65
Total from investment operations			0.59				2.38				2.28				(7.28	)			2.71
Less distributions to shareholders:
From net investment income			(0.05	)			(0.02	)			(0.07	)			(0.07	)			(0.05	)
From net realized gain on investments			—				—				—				(0.74	)			(0.42	)
Total distributions to shareholders			(0.05	)			(0.02	)			(0.07	)			(0.81	)			(0.47	)
Net asset value - End of year		$	18.45			$	17.91			$	15.55			$	13.34			$	21.43
Net assets - End of year (000’s omitted)		$	1,925,038			$	1,579,323			$	1,003,043			$	501,583			$	191,026
Total return2			3.30	%			15.29	%			17.23	%			(35.09	%)			14.37	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.05	%			1.05	%			1.05	%			1.05	%			1.05	%
Net investment income			0.24	%			0.17	%			0.26	%			0.56	%			0.45	%
Portfolio turnover			54	%			56	%			50	%			63	%			44	%
*       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 years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
			0.02	%			0.02	%			0.06	%			0.06	%			0.11	%

¹  Calculated based on average shares outstanding during the year.

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

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

Notes to Financial Statements

1. ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 200 million have been designated as Equity Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair 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 Series’ pricing service may be valued at fair value as 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”). 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.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and

14

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	337,576,774		$	337,576,774		$	—		$	—
Consumer Staples			147,904,964			147,904,964			—			—
Energy			126,889,983			126,889,983			—			—
Financials			237,519,941			237,519,941			—			—
Health Care			260,423,748			260,423,748			—			—
Industrials			247,418,520			247,418,520			—			—
Information Technology			383,585,191			383,585,191			—			—
Materials			76,424,119			76,424,119			—			—
Mutual funds			75,403,079			75,403,079			—			—
Total assets		$	1,893,146,319		$	1,893,146,319		$	—		$	—

* Includes common stock, warrants and rights.

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2010 or October 31, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair 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.

15

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES

Security Transactions, Investment Income and Expenses (continued)

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

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2011, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2008 through October 31, 2011. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of

16

Notes to Financial Statements (continued)

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 1.00% of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least February 28, 2012, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $418,332 for the year ended October 31, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series);

0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,327,229,871 and $982,712,959, respectively. There were no purchases or sales of U.S. Government securities.

17

Notes to Financial Statements (continued)

5. CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:

	For the Year Ended 10/31/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		47,769,996			$	922,192,040			41,139,303			$	693,732,694
Reinvested		106,294				2,006,821			26,609				443,305
Repurchased		(31,743,999	)			(587,884,886	)		(17,450,351	)			(294,162,021	)
Total		16,132,291			$	336,313,975			23,715,561			$	400,013,978

At October 31, 2011, the retirement plan of the Advisor and its affiliates owned 199,501 shares of the Series (0.2% of shares outstanding) valued at $3,680,801.

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 derivative 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 as of October 31, 2011.

7. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the U.S. Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales. 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.

18

Notes to Financial Statements (continued)

8. FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:

	For the Year Ended  10/31/11			For the Year Ended  10/31/10
Ordinary income		$	4,615,453		$	1,082,233

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,812,143,201
Unrealized appreciation	$	188,440,170
Unrealized depreciation		(107,437,052	)
Net unrealized appreciation	$	81,003,118
Undistributed ordinary income		1,817,989
Undistributed long-term capital gains		70,677,822

The capital loss carryover utilized in the current year was $17,391,445.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules including the unlimited carryover of future capital losses, which will retain their character as short-term and/or long-term losses. In general, the provisions of the Act will be effective for the Series’ fiscal year beginning after October 31, 2011.

19

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2011, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

20

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

For federal income tax purposes, the Series designates for the current fiscal year $4,615,453 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

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

21

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc.
	Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

22

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

23

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

24

This Page Intentionally Left Blank

25

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

MNEQY-10/11-AR

TAX MANAGED SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ending October 2011, the S&P 500 Index gained 8.09%, while the Russell 3000 earned 7.90%. Similar to domestic equities, there was substantial volatility in international stocks over the last year, but some foreign indices finished the period lower. The Morgan Stanley Capital International (MSCI) All Country World ex U.S. Index (ACWIxUS) fell 4.66% in the year ended October 31, 2011.

Over the current stock market cycle, which includes the equity bull market from October 2002 until November 2007 and the current bear market, the Tax Managed Series continues to provide competitive absolute and relative results for long-term investors. With an annualized return of 8.29% over the current full cycle, the Series has outpaced the Russell 3000 index benchmark’s annualized return of 7.53%. For the last twelve months, performance of the Tax Managed Series has been more challenging on both an absolute and relative basis. In the year through October 2011 the Series returned 0.08% versus the aforementioned 7.90% return for the Russell 3000 index.

In such a volatile environment, Manning & Napier believes investment decision-making needs to be cognizant of the macro but driven by the micro. This means understanding the economic cycle is beneficial, but a focus on industry and company fundamentals remains as important as ever. While equity valuations are generally neutral, many well-positioned and growing companies are trading at attractive levels. Indeed, using our disciplined stock selection strategies, Manning & Napier continues to identify specific investment opportunities on a company by company basis.

Over the last twelve months, the Series’ relative returns generally benefited from sector positioning while specific equity selections challenged performance relative to the benchmark. During the period the Series maintained comparatively large positions to the Consumer Staples and Information Technology sectors relative to the benchmark. This positioning, in addition to a comparatively small position to the Financials sector, aided the Series’ relative returns in the year through October. In contrast, a smaller position in the Utilities sector relative to the benchmark generally detracted from relative performance during the year. With regard to equity selection, specific holdings in the Energy and Industrials sectors challenged returns relative to the benchmark. As an example, in the Industrials sector certain airline company investments performed poorly, yet we believe the businesses we own are in a position to benefit from major capacity cuts throughout the struggling industry. That being said, strong relative performance of Series holdings in the Health Care sector helped relative returns, but this was unable to overcome weaker individual stock performance in other areas.

Today, growth is scarce and in our view companies cannot rely on a boost from the broader economy. As a result, we are targeting businesses that have well-defined, compelling long-term growth-drivers. In many cases, these are multinational companies that are successfully competing in foreign markets around the world. For example, we have invested in several premier Technology companies that are gaining share in large, growing markets and benefiting from long-term global trends such as growth in mobile data services, cloud computing, e-commerce, and increased wireless connectivity.

While our slow growth view remains in place, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks

1

Management Discussion and Analysis (unaudited)

and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget debate) that broadly influenced investor confidence and risk appetite. Amidst the volatility, it is important to think about the long-term and focus on fundamentals. Manning & Napier has over four decades of experience navigating difficult market environments, and we believe our disciplined investment process makes us well-equipped to endure the challenges in today’s environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Performance Update as of October 31, 2011 (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Tax Managed Series
Returns Before Taxes3,5		0.08	%		0.85	%		5.79	%		8.33	%
Returns After Taxes on Distributions4,5		0.04	%		0.49	%		5.28	%		7.91	%
Returns After Taxes on Distributions and Sale of Series Shares4,5		0.11	%		0.72	%		5.00	%		7.43	%
Russell 3000® Index6		7.90	%		0.55	%		4.37	%		6.98	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Tax Managed Series (returns before taxes) for the ten years ended October 31, 2011 to the Russell 3000^® Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series and Index are calculated from November 1, 1995, the Series’ inception date.

³  Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 1.20%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.24% for the year ended October 31, 2011.

⁴  Returns after taxes on distributions assume that an investor owned the Series during the entire period and paid taxes on the Series’ distributions. Returns after taxes on distributions and sale of Series shares assume that an investor paid taxes on the Series’ distributions and sold all shares at the end of each period. After-tax returns reflect the historical highest individual federal marginal income tax rates and do not reflect state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns reflect past tax effects and are not indicative of future tax effects. After-tax returns are not relevant to those investing through 401(k) plans, IRAs or other tax-deferred arrangements.

⁵  The Series’ performance is historical and may not be indicative of future results.

⁶  The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns, unlike Series returns, do not reflect any fees or expenses.

3

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 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 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period* 5/1/11-10/31/11
Actual		$	1,000.00		$	865.20		$	5.64
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.16		$	6.11

* Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

4

Portfolio Composition as of October 31, 2011 (unaudited)

5

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS - 95.6%
Consumer Discretionary - 18.3%
Automobiles - 0.7%
Toyota Motor Corp. - ADR (Japan)		4,920		$	328,213
Hotels, Restaurants & Leisure - 1.4%
Carnival Corp.		11,320			398,577
Ctrip.com International Ltd. - ADR (China)*		7,760			270,514
					669,091
Internet & Catalog Retail - 2.0%
Amazon.com, Inc.*		4,400			939,444
Media - 13.2%
AMC Networks, Inc. - Class A*		13,580			442,980
Discovery Communications, Inc. - Class A*		15,420			670,153
Imax Corp. (Canada)*		12,250			235,567
Liberty Global, Inc. - Class A*		9,860			396,175
News Corp. - Class A		43,210			757,039
Time Warner, Inc.		33,280			1,164,467
Virgin Media, Inc. - ADR (United Kingdom)		32,270			786,743
The Walt Disney Co.		40,430			1,410,198
The Washington Post Co. - Class B		1,290			438,806
					6,302,128
Specialty Retail - 1.0%
Dick’s Sporting Goods, Inc.*		12,340			482,371
Total Consumer Discretionary					8,721,247
Consumer Staples - 12.5%
Beverages - 2.7%
Anheuser-Busch InBev N.V. (Belgium)1		13,930			772,504
The Coca-Cola Co.		7,280			497,370
					1,269,874
Food & Staples Retailing - 1.5%
Koninklijke Ahold N.V. (Netherlands)1		12,600			160,982
The Kroger Co.		24,220			561,420
					722,402
Food Products - 7.3%
Danone S.A. (France)1		11,410			790,974
General Mills, Inc.		22,120			852,284
Kraft Foods, Inc. - Class A		23,730			834,821
Nestle S.A. (Switzerland)1		4,770			275,886
Unilever plc - ADR (United Kingdom)		21,980			739,627
					3,493,592

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products - 1.0%
Beiersdorf AG (Germany)1		8,000		$	461,198
Total Consumer Staples					5,947,066
Energy - 5.7%
Energy Equipment & Services - 3.5%
Baker Hughes, Inc.		13,350			774,167
Schlumberger Ltd		9,100			668,577
Weatherford International Ltd. - ADR (Switzerland)*		14,280			221,340
					1,664,084
Oil, Gas & Consumable Fuels - 2.2%
Hess Corp.		17,010			1,064,146
Total Energy					2,728,230
Financials - 11.6%
Capital Markets - 3.4%
The Bank of New York Mellon Corp.2		32,200			685,216
The Charles Schwab Corp.		27,900			342,612
State Street Corp.		14,700			593,733
					1,621,561
Commercial Banks - 1.2%
Banco Santander S.A. (Spain)1		69,900			591,624
Consumer Finance - 3.4%
American Express Co.		21,800			1,103,516
Discover Financial Services		22,700			534,812
					1,638,328
Diversified Financial Services - 3.6%
CME Group, Inc.		2,220			611,743
Deutsche Boerse AG (Germany)*1		10,860			598,536
Moody’s Corp.		13,600			482,664
					1,692,943
Total Financials					5,544,456
Health Care - 10.9%
Biotechnology - 1.0%
BioMarin Pharmaceutical, Inc.*		13,200			450,252
Health Care Equipment & Supplies - 4.8%
Alere, Inc.*		1,050			27,363
Becton, Dickinson and Co.		9,120			713,458
Boston Scientific Corp.*		112,510			662,684
Gen-Probe, Inc.*		10,300			619,030

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Volcano Corp.*		10,610		$	264,507
					2,287,042
Health Care Technology - 4.0%
Allscripts Healthcare Solutions, Inc.*		12,470			238,801
Cerner Corp.*		26,600			1,687,238
					1,926,039
Life Sciences Tools & Services - 1.1%
Lonza Group AG (Switzerland)1		2,960			196,894
Waters Corp.*		4,280			342,914
					539,808
Total Health Care					5,203,141
Industrials - 11.5%
Air Freight & Logistics - 3.4%
FedEx Corp.		5,240			428,789
United Parcel Service, Inc. - Class B		16,720			1,174,413
					1,603,202
Airlines - 2.9%
Ryanair Holdings plc - ADR (Ireland)*		16,750			481,897
Southwest Airlines Co.		107,300			917,415
					1,399,312
Construction & Engineering - 0.8%
Quanta Services, Inc.*		16,880			352,623
Machinery - 2.8%
Flowserve Corp.		5,900			546,871
Pall Corp.		15,660			801,322
					1,348,193
Road & Rail - 1.6%
Norfolk Southern Corp.		10,290			761,357
Total Industrials					5,464,687
Information Technology - 19.4%
Communications Equipment - 5.0%
Cisco Systems, Inc.		70,500			1,306,365
Qualcomm, Inc.		20,440			1,054,704
					2,361,069
Computers & Peripherals - 2.8%
EMC Corp.*		54,010			1,323,785

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components - 1.9%
Corning, Inc.		61,860		$	883,979
Internet Software & Services - 3.8%
Google, Inc. - Class A*		3,090			1,831,258
IT Services - 3.5%
Amadeus IT Holding S.A. - Class A (Spain)1		13,600			256,312
Amdocs Ltd. - ADR (Guernsey)*		10,730			322,115
MasterCard, Inc. - Class A		1,610			559,056
Visa, Inc. - Class A		5,830			543,706
					1,681,189
Software - 2.4%
Autodesk, Inc.*		25,640			887,144
SuccessFactors, Inc.*		10,220			272,874
					1,160,018
Total Information Technology					9,241,298
Materials - 3.9%
Chemicals - 3.9%
Monsanto Co.		21,500			1,564,125
Syngenta AG (Switzerland)1		1,020			310,815
Total Materials					1,874,940
Telecommunication Services - 1.8%
Diversified Telecommunication Services - 1.8%
Telenor ASA (Norway)1		48,430			862,671
TOTAL COMMON STOCKS (Identified Cost $38,648,167)					45,587,736
SHORT-TERM INVESTMENTS - 5.2%
Dreyfus Cash Management, Inc. - Institutional Shares3 , 0.05% (Identified Cost $2,468,954)		2,468,954			2,468,954
TOTAL INVESTMENTS - 100.8% (Identified Cost $41,117,121)					48,056,690
LIABILITIES, LESS OTHER ASSETS - (0.8%)					(393,327	)
NET ASSETS - 100%				$	47,663,363

ADR - American Depository Receipt

^*  Non-income producing security

¹  A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

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

³ Rate shown is the current yield as of October 31, 2011.

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

Statement of Assets and Liabilities

October 31, 2011

ASSETS:
Investments, at value (identified cost $41,117,121) (Note 2)	$	48,056,690
Receivable for securities sold		151,369
Dividends receivable		31,103
Foreign tax reclaims receivable		27,709
Receivable for fund shares sold		12,335
TOTAL ASSETS		48,279,206
LIABILITIES:
Accrued management fees (Note 3)		31,142
Accrued fund accounting and administration fees (Note 3)		8,801
Accrued transfer agent fees (Note 3)		2,990
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		43
Payable for securities purchased		503,421
Payable for fund shares repurchased		31,230
Other payables and accrued expenses		37,986
TOTAL LIABILITIES		615,843
TOTAL NET ASSETS	$	47,663,363
NET ASSETS CONSIST OF:
Capital stock	$	19,098
Additional paid-in-capital		44,685,856
Undistributed net investment income		113,230
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,097,455	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,942,634
TOTAL NET ASSETS	$	47,663,363
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($47,663,363/1,909,848 shares)	$	24.96

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

Statement of Operations

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $33,218)	$	777,153
EXPENSES:
Management fees (Note 3)		522,610
Fund accounting and administration fees (Note 3)		40,176
Transfer agent fees (Note 3)		9,827
Chief Compliance Officer service fees (Note 3)		2,606
Directors’ fees (Note 3)		900
Custodian fees		6,420
Miscellaneous		65,526
Total Expenses		648,065
Less reduction of expenses (Note 3)		(20,933	)
Net Expenses		627,132
NET INVESTMENT INCOME		150,021
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		(1,085,170	)
Foreign currency and translation of other assets and liabilities		2,156
		(1,083,014	)
Net change in unrealized appreciation (depreciation) on-
Investments		67,897
Foreign currency and translation of other assets and liabilities		1,415
		69,312
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(1,013,702	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(863,681	)

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

Statement of Changes in Net Assets

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	150,021			$	102,043
Net realized gain (loss) on investments and foreign currency			(1,083,014	)			1,665,794
Net change in unrealized appreciation (depreciation) on investments and foreign currency			69,312				3,915,862
Net increase (decrease) from operations			(863,681	)			5,683,699
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(135,784	)			(50,092	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			3,387,055				10,383,291
Net increase in net assets			2,387,590				16,016,898
NET ASSETS:
Beginning of year			45,275,773				29,258,875
End of year (including undistributed net investment income of $113,230 and $96,837, respectively)		$	47,663,363			$	45,275,773

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

Financial Highlights

	For the Years Ended
	10/31/11					10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):					��
Net asset value - Beginning of year		$	25.01				$	21.32			$	18.26			$	28.44			$	27.01
Income (loss) from investment operations:
Net investment income			0.08	1				0.06	1			0.06	1			0.12				0.08
Net realized and unrealized gain (loss) on investments			(0.06	)				3.67				3.11				(9.42	)			3.44
Total from investment operations			0.02					3.73				3.17				(9.30	)			3.52
Less distributions to shareholders:
From net investment income			(0.07	)				(0.04	)			(0.11	)			(0.09	)			(0.14	)
From net realized gain on investments			—					—				—				(0.79	)			(1.95	)
Total distributions to shareholders			(0.07	)				(0.04	)			(0.11	)			(0.88	)			(2.09	)
Net asset value - End of year		$	24.96				$	25.01			$	21.32			$	18.26			$	28.44
Net assets - End of year (000’s omitted)		$	47,663				$	45,276			$	29,259			$	15,530			$	25,695
Total return2			0.08	%				17.50	%			17.57	%			(33.62	%)			13.65	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.20	%				1.20	%			1.20	%			1.20	%			1.20	%
Net investment income			0.29	%				0.28	%			0.31	%			0.44	%			0.38	%
Portfolio turnover			57	%				56	%			48	%			96	%			65	%
*       The investment advisor did not impose all of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amounts:
			0.04	%				0.14	%			0.24	%			0.20	%			0.25	%

¹  Calculated based on average shares outstanding during the year.

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

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

Notes to Financial Statements

1. ORGANIZATION

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

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair 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 Series’ pricing service may be valued at fair value as 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”). 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

14

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

at their fair value, taking this trading or these events into account. In accordance with the procedures approved by the Board, the values of certain securities trading outside the U.S. were adjusted following the close of local trading using a factor from a third party vendor. The third party vendor uses statistical analyses and quantitative models, which consider among other things subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, to determine the factors which are used to adjust local market prices. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	8,721,247		$	8,721,247		$	—		$	—
Consumer Staples			5,947,066			3,485,522			2,461,544			—
Energy			2,728,230			2,728,230			—			—
Financials			5,544,456			4,354,296			1,190,160			—
Health Care			5,203,141			5,006,247			196,894			—
Industrials			5,464,687			5,464,687			—			—
Information Technology			9,241,298			8,984,986			256,312			—
Materials			1,874,940			1,564,125			310,815			—
Telecommunication Services			862,671			—			862,671			—
Mutual funds			2,468,954			2,468,954			—			—
Total assets		$	48,056,690		$	42,778,294		$	5,278,396		$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

15

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair 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 fair value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

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

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

16

Notes to Financial Statements (continued)

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 years ended October 31, 2008 through October 31, 2011. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

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

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

The Advisor has contractually agreed, until at least February 28, 2012, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Class A Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $20,933 for the year ended October 31, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

17

Notes to Financial Statements (continued)

3. TRANSACTIONS WITH AFFILIATES (continued)

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $31,229,002 and $28,360,794, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Tax Managed Series were:

	For the Year Ended 10/31/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		570,847			$	15,268,622			775,764			$	18,247,624
Reinvested		1,543				40,496			692				15,838
Repurchased		(473,149	)			(11,922,063	)		(338,176	)			(7,880,171	)
Total		99,241			$	3,387,055			438,280			$	10,383,291

At October 31, 2011, one omnibus account owned 1,097,439 shares of the Series (57.5% of shares outstanding) valued at $27,392,080. Investment activities of this shareholder may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, counterparty credit risk related to over the counter derivative 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 as of October 31, 2011.

18

Notes to Financial Statements (continued)

7. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the U.S. Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	For the  Year Ended 10/31/11			For the  Year Ended 10/31/10
Ordinary income		$	135,784		$	50,092

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	41,218,414
Unrealized appreciation	$	7,679,091
Unrealized depreciation		(840,815	)
Net unrealized appreciation	$	6,838,276
Undistributed ordinary income		113,230
Capital loss carryover		3,996,162

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

Loss Carryover			Expiration Date
	$	1,141,000	October 31, 2016
	$	1,769,992	October 31, 2017
	$	1,085,170	October 31, 2019

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Funds. In general, the provisions of the Act will be effective for the Funds’ fiscal year beginning after October 31, 2011. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of each Fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

19

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2011, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

20

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

For federal income tax purposes, the Series designates for the current fiscal year $135,784 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

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

21

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

22

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV
	Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

23

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

24

This Page Intentionally Left Blank

25

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

MNTAX-10/11-AR

TARGET INCOME SERIES

TARGET 2010 SERIES

TARGET 2020 SERIES

TARGET 2030 SERIES

TARGET 2040 SERIES

TARGET 2050 SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ended October 2011, the S&P 500 Index gained 8.09%, aided by the double-digit rebound in October. Similar to domestic equities, international stocks experienced heightened volatility over the past year. However, foreign equity returns did not overcome the large third quarter market decline. The Morgan Stanley Capital International (MSCI) All Country World ex U.S. Index (ACWI x US) finished the year down 4.66%. While some volatility spilled over into the fixed income markets, in general bonds produced steadier returns, with the Barclay’s Capital Aggregate Bond Index earning 5.00% over the past year.

The Target Series represent six distinct mutual funds, each managed to a designated target date. The investment objective of each Series automatically becomes more conservative over time as the specified target date approaches. Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, all six Target Series continue to provide competitive absolute returns for long-term investors. Relative returns of the Target Income Series (i.e., the most fixed income oriented Series) also trailed its blended benchmark over the current stock market cycle. The Class C shares of the Target 2010 Series also experienced lagging relative returns over the current cycle. Meanwhile, all remaining Target Series continue to outperform their respective blended benchmarks over the most recent full cycle.

For the twelve months ending October 31, 2011, each of the Target Series produced positive returns, with the exception of the Class C shares of the Target 2040 and Target 2050 Series, which experienced slightly negative returns. However, all six Target Series lagged their respective blended benchmarks over the one-year period.

In such a volatile environment, Manning & Napier believes investment decision-making needs to be cognizant of the macro but driven by the micro. This means understanding the economic cycle is beneficial, but a focus on industry and company fundamentals remains as important as ever. While equity valuations are generally neutral, many well-positioned and growing companies are trading at attractive levels. Indeed, using our disciplined stock selection strategies, Manning & Napier continues to identify specific investment opportunities on a company by company basis.

Consequently, over the past year each of the Target Series maintained a higher allocation to equities than its blended benchmark. These higher relative allocations detracted from returns relative to the Series’ respective blended benchmarks. Within the underlying equity portion of the Target Series’ portfolios, we continue to emphasize growth. In an environment in which growth is scarce and companies cannot rely on a boost from the broader economy, we are targeting those businesses that have well-defined, compelling long-term growth-drivers. In many cases, these are multinational companies that are successfully competing in foreign markets around the world. For example, we have invested in several premier Technology companies that are gaining share in large, growing markets and benefiting from long-term global trends such as growth in mobile data services, cloud computing, e-commerce, and increased wireless connectivity. As a result, all six of the Target Series have comparatively large positions in Technology relative to their respective blended benchmarks. Similarly, each of the Target Series has a greater weight to the Consumer Staples sector than the benchmark as we continue to focus on first-class Consumer Staples companies that have a global presence and are expanding into faster-growing foreign markets. Both of these allocation decisions benefited the Target Series’ relative results.

1

Management Discussion and Analysis (unaudited)

Meanwhile, individual stock selections were the primary reason for the Target Series’ relative underperformance over the last year. In particular, security selections in the Industrials, Energy, and Consumer Discretionary sectors detracted from returns relative to the benchmarks over the one-year period. Within the Industrials sector, certain airline industry investments performed poorly, yet we believe the companies we own are in a position to benefit from major capacity cuts throughout the struggling industry. As for the Energy sector, we continue to favor specific oil services companies, as we see attractive long-term fundamentals in this area. When sentiment became overwhelmingly pessimistic during the summer, many of these companies were impacted by commodity price volatility and the broad slowdown in global growth expectations.

Within the underlying fixed income portion of the Series’ portfolios, we continue to favor credit sectors such as corporate bonds. The Target 2030 and Target 2020 Series, which are geared towards growth, and the Target 2010 and Income Series, which are respectively managed to reduce volatility and preserve capital, all maintained a relative overweight to investment grade corporate securities, with exposure to high yield bonds as well. The Target 2050 and Target 2040 Series, which are the most growth oriented Series and have the lowest allocation to fixed income securities, also maintained a noteworthy exposure to investment grade corporate bonds. In contrast, each of the Series maintains a relative underweight to Treasuries, as we do not have a positive outlook on the underlying fundamentals in the Treasury market. This overall positioning helped results during the first half of 2011 as corporate bonds performed relatively well. However, as volatility intensified during the summer and into the fall, Treasuries benefited from a flight to quality. Given the Series’ relatively low allocation to Treasuries, this hurt relative returns.

While our slow growth view remains in place, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget debate) that broadly influenced investor confidence and risk appetite. Amidst the volatility, it is important to think about the long-term and focus on fundamentals. Manning & Napier has over four decades of experience navigating difficult market environments, and we believe our disciplined investment process makes us well-equipped to endure the challenges in today’s environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Performance Update - Target Income Series (unaudited)

	Average Annual Total Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target Income Series - Class K3		2.77	%		4.92	%
Manning & Napier Fund, Inc. - Target Income Series - Class R3		2.50	%		4.65	%
Manning & Napier Fund, Inc. - Target Income Series - Class C3		2.03	%		4.13	%
Manning & Napier Fund, Inc. - Target Income Series - Class I3		3.01	%		5.17	%
Barclays Capital Intermediate U.S. Aggregate Bond Index4,6		3.74	%		5.67	%
Target Income Blended Index5,6		4.22	%		4.94	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception² (3/28/08) to present (10/31/11) to the Barclays Capital Intermediate U.S. Aggregate Bond Index and the Target Income Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Intermediate U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.52% for Class K, 0.77% for Class R, 1.27% for Class C and 0.28% for Class I for the year ended October 31, 2011.

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

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

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

3

Performance Update - Target 2010 Series (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target 2010 - Class K3		2.97	%		3.72	%
Manning & Napier Fund, Inc. - Target 2010 - Class R3		2.67	%		3.47	%
Manning & Napier Fund, Inc. - Target 2010 - Class C3		2.21	%		3.00	%
Manning & Napier Fund, Inc. - Target 2010 - Class I3		3.20	%		3.98	%
Barclays Capital U.S. Aggregate Bond Index4,6		5.00	%		6.21	%
Target 2010 Blended Index5,6		5.43	%		4.36	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2010 Series - Class K from its inception² (3/28/08) to present (10/31/11) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2010 Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.60% for Class K, 0.86% for Class R, 1.35% for Class C and 0.37% for Class I for the year ended October 31, 2011.

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

⁵  The Target 2010 Blended Index is a 10%/30%/60% Blended Index which is made up of 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

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

4

Performance Update - Target 2020 Series (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target 2020 Series - Class K3		3.24	%		3.13	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R3		2.95	%		2.83	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class C3		2.42	%		2.36	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I3		3.47	%		3.38	%
Barclays Capital U.S. Aggregate Bond Index4,6		5.00	%		6.21	%
Target 2020 Blended Index5,6		5.48	%		3.46	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K from its inception² (3/28/08) to present (10/31/11) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2020 Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.40% for Class K, 0.65% for Class R, 1.15% for Class C and 0.16% for Class I for the year ended October 31, 2011.

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

⁵  The Target 2020 Blended Index is a 15%/40%/45% Blended Index which is made up of 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

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

5

Performance Update - Target 2030 Series (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target 2030 Series - Class K3		3.25	%		2.39	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R3		3.04	%		2.19	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class C3		2.45	%		1.70	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I3		3.47	%		2.71	%
Russell 3000® Index4,7		7.90	%		1.23	%
Barclays Capital U.S. Aggregate Bond Index5,7		5.00	%		6.21	%
Target 2030 Blended Index5,6,7		5.69	%		2.16	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K from its inception² (3/28/08) to present (10/31/11) to the Russell 3000^® Index and the Target 2030 Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.41% for Class K, 0.66% for Class R, 1.16% for Class C and 0.17% for Class I for the year ended October 31, 2011.

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

⁵  The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁶  The Target 2030 Blended Index is 60% of a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index and 40% of a 15%/40%/45% Blended Index which is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁷ Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

6

Performance Update - Target 2040 Series (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target 2040 - Class K3		0.70	%		1.64	%
Manning & Napier Fund, Inc. - Target 2040 - Class R3		0.50	%		1.43	%
Manning & Napier Fund, Inc. - Target 2040 - Class C3		-0.01	%		0.96	%
Manning & Napier Fund, Inc. - Target 2040 - Class I3		0.93	%		1.94	%
Russell 3000® Index4,6		7.90	%		1.23	%
Target 2040 Blended Index5,6		5.13	%		1.32	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception² (3/28/08) to present (10/31/10) to the Russell 3000^® Index and the Target 2040 Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index, a component of the Target 2040 Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.47% for Class K, 0.72% for Class R, 1.22% for Class C and 0.23% for Class I for the year ended October 31, 2011.

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

⁵  The Target 2040 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

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

7

Performance Update - Target 2050 Series (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Target 2050 - Class K3		0.76	%		2.17	%
Manning & Napier Fund, Inc. - Target 2050 - Class R3		0.56	%		1.94	%
Manning & Napier Fund, Inc. - Target 2050 - Class C3		-0.06	%		1.42	%
Manning & Napier Fund, Inc. - Target 2050 - Class I3		0.98	%		2.45	%
Russell 3000® Index4,6		7.90	%		1.23	%
Target 2050 Blended Index5,6		5.13	%		1.32	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception² (3/28/08) to present (10/31/11) to the Russell 3000^® Index and the Target 2050 Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index, a component of the Target 2050 Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.84% for Class K, 1.09% for Class R, 1.60% for Class C and 0.62% for Class I for the year ended October 31, 2011.

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

⁵  The Target 2050 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

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

8

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the six month period (May 1, 2011 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account  Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During  Period 5/1/11-10/31/111			Annualized Expense Ratio2
Target Income
Actual (Class K)		$	1,000.00		$	991.40		$	1.51		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	990.20		$	2.76		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	988.20		$	5.26		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	992.50		$	0.25		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%

9

Shareholder Expense Example (unaudited)

	Beginning Account  Value 5/1/11			Ending Account  Value 10/31/11			Expenses Paid During  Period 5/1/11-10/31/111			Annualized Expense Ratio2
Target 2010
Actual (Class K)		$	1,000.00		$	962.90		$	1.48		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	961.70		$	2.72		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	959.60		$	5.19		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	963.20		$	0.25		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%
	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/111			Annualized Expense Ratio2
Target 2020
Actual (Class K)		$	1,000.00		$	943.50		$	1.47		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	942.00		$	2.69		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	939.80		$	5.13		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	944.70		$	0.25		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%
	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/111			Annualized Expense Ratio2
Target 2030
Actual (Class K)		$	1,000.00		$	924.50		$	1.46		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	923.10		$	2.67		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	920.90		$	5.08		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	926.00		$	0.24		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%

10

Shareholder Expense Example (unaudited)

	Beginning Account  Value 5/1/11			Ending Account  Value 10/31/11			Expenses Paid During  Period 5/1/11-10/31/111			Annualized Expense Ratio2
Target 2040
Actual (Class K)		$	1,000.00		$	882.00		$	1.42		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	881.30		$	2.61		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	878.90		$	4.97		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	883.60		$	0.24		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%
	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/111			Annualized Expense  Ratio2
Target 2050
Actual (Class K)		$	1,000.00		$	882.30		$	1.42		0.30	%
Hypothetical3		$	1,000.00		$	1,023.69		$	1.53		0.30	%
Actual (Class R)		$	1,000.00		$	881.50		$	2.61		0.55	%
Hypothetical3		$	1,000.00		$	1,022.43		$	2.80		0.55	%
Actual (Class C)		$	1,000.00		$	878.90		$	4.97		1.05	%
Hypothetical3		$	1,000.00		$	1,019.91		$	5.35		1.05	%
Actual (Class I)		$	1,000.00		$	883.10		$	0.24		0.05	%
Hypothetical3		$	1,000.00		$	1,024.95		$	0.26		0.05	%

¹  Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

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

³  Assumes 5% annual return before expenses.

11

Portfolio Composition as of October 31, 2011 - Asset Allocation¹ (unaudited)

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

²  A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

12

Statement of Assets and Liabilities

October 31, 2011

	Target Income			Target 2010				Target 2020			Target 2030			Target 2040			Target 2050
ASSETS:
Manning & Napier Pro-Blend® Maximum Term Series - Class I (1,830,145 shares, 6,282,139 shares, and 2,378,444 shares, respectively)		$	—		$	—			$	—		$	18,521,072		$	63,575,247		$	24,069,850
Manning & Napier Pro-Blend® Extended Term Series - Class I (5,870,547 shares and 7,414,595 shares, respectively)			—			—				60,936,279			76,963,499			—			—
Manning & Napier Pro-Blend® Moderate Term Series - Class I (3,078,744 shares and 3,897,564 shares, respectively)			—			32,326,819				40,924,421			—			—			—
Manning & Napier Pro-Blend® Conservative Term Series - Class I (4,721,879 shares and 765,432 shares, respectively)			50,760,195			8,228,390				—			—			—			—
Total investments in securities:
At value*			50,760,195			40,555,209				101,860,700			95,484,571			63,575,247			24,069,850
Receivable from Advisor (Note 3)			12,630			13,568				12,771			12,273			12,702			14,071
Receivable for securities sold			24,860			—				—			—			—			—
Receivable for fund shares sold			1,851			27,640				96,802			71,113			25,873			16,470
TOTAL ASSETS			50,799,536			40,596,417				101,970,273			95,567,957			63,613,822			24,100,391
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)			11,007			10,929				11,387			11,328			11,078			10,799
Accrued distribution and service (Rule 12b-1) fees (Note 3)			10,699			8,728				21,454			18,854			13,494			5,495
Accrued transfer agent fees (Note 3)			1,912			1,993				2,500			2,303			2,202			2,052
Accrued Chief Compliance Officer service fees (Note 3)			230			230				230			230			230			230
Accrued Directors’ fees (Note 3)			85			23				124			62			49			30
Payable for fund shares repurchased			26,723			3,972				9,866			23,815			3,630			61
Audit fees payable			17,672			17,502				17,636			17,635			17,611			17,566
Payable for securities purchased			—			23,668	��			87,427			43,798			22,043			11,571
Other payables and accrued expenses			3,872			4,755				7,412			6,387			4,815			3,800
TOTAL LIABILITIES			72,200			71,800				158,036			124,412			75,152			51,604
TOTAL NET ASSETS		$	50,727,336		$	40,524,617			$	101,812,237		$	95,443,545		$	63,538,670		$	24,048,787
NET ASSETS CONSIST OF:
Capital stock			46,729			38,391				100,711			95,161			62,929			23,604
Additional paid-in-capital			43,087,259			35,631,031				91,966,921			86,272,530			58,201,046			22,893,342
Undistributed net investment income			89,179			62,329				171,846			156,358			61,608			18,986
Accumulated net realized gain on underlying series			2,078,233			3,701,084				7,438,978			6,842,974			3,456,776			454,797
Net unrealized appreciation on underlying series			5,425,936			1,091,782				2,133,781			2,076,522			1,756,311			658,058
TOTAL NET ASSETS		$	50,727,336		$	40,524,617			$	101,812,237		$	95,443,545		$	63,538,670		$	24,048,787

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

Statement of Assets and Liabilities

October 31, 2011

	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
Class K
Net Assets		$	44,682,228		$	23,653,170		$	56,289,625		$	63,435,732		$	39,853,087		$	18,292,795
Shares Outstanding			4,114,576			2,239,586			5,561,281			6,328,170			3,945,350			1,793,929
Net Asset Value, Offering Price, and Redemption Price per share		$	10.86		$	10.56		$	10.12		$	10.02		$	10.10		$	10.20
Class R
Net Assets		$	552,503		$	4,884,932		$	16,105,172		$	9,242,878		$	11,474,680		$	2,686,479
Shares Outstanding			51,302			465,988			1,607,186			927,924			1,143,351			265,059
Net Asset Value, Offering Price, and Redemption Price per share		$	10.77		$	10.48		$	10.02		$	9.96		$	10.04		$	10.14
Class C
Net Assets		$	1,424,486		$	2,020,888		$	4,155,132		$	2,515,657		$	912,530		$	948,030
Shares Outstanding			133,560			193,637			416,095			253,997			91,839			94,622
Net Asset Value, Offering Price, and Redemption Price per share		$	10.67		$	10.44		$	9.99		$	9.90		$	9.94		$	10.02
Class I
Net Assets		$	4,068,119		$	9,965,627		$	25,262,308		$	20,249,278		$	11,298,373		$	2,121,483
Shares Outstanding			373,412			939,848			2,486,500			2,005,979			1,112,323			206,781
Net Asset Value, Offering Price, and Redemption Price per share		$	10.89		$	10.60		$	10.16		$	10.09		$	10.16		$	10.26
*At identified cost		$	45,334,259		$	39,463,427		$	99,726,919		$	93,408,049		$	61,818,936		$	23,411,792

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

Statement of Operations

For the Year Ended October 31, 2011

	Target Income				Target 2010				Target 2020				Target 2030				Target 2040				Target 2050
INVESTMENT INCOME:
Income distributions from underlying series		$	1,161,894			$	744,502			$	1,978,477			$	1,575,973			$	678,877			$	240,788
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)			115,452				67,990				163,637				175,291				113,443				44,378
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)			12,794				23,467				44,160				25,961				9,126				9,400
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)			2,076				22,232				74,006				43,835				52,847				13,049
Fund accounting and administration fees (Note 3)			47,898				47,578				49,116				48,976				48,172				47,125
Transfer agent fees (Note 3)			9,236				8,624				11,295				10,569				9,576				8,999
Chief Compliance Officer service fees (Note 3)			2,577				2,602				2,602				2,602				2,602				2,602
Directors’ fees (Note 3)			1,175				775				2,250				1,925				1,415				323
Registration and filing fees			44,113				44,251				45,446				44,832				44,155				43,888
Audit fees			16,076				15,973				16,224				16,173				16,073				15,973
Legal fees			3,864				3,864				3,864				3,864				3,865				3,865
Custodian fees			2,304				3,973				4,328				4,487				2,320				2,328
Miscellaneous			6,918				7,111				11,419				10,764				8,514				6,259
Total Expenses			264,483				248,440				428,347				389,279				312,108				198,189
Less reduction of expenses (Note 3)			(109,376	)			(115,841	)			(98,879	)			(99,184	)			(105,975	)			(120,335	)
Net Expenses			155,107				132,599				329,468				290,095				206,133				77,854
NET INVESTMENT INCOME			1,006,787				611,903				1,649,009				1,285,878				472,744				162,934
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on underlying series			1,050,632				3,090,004				7,146,008				6,856,640				3,464,524				457,861
Distributions of realized gains from underlying series			1,489,802				614,501				302,122				—				—				—
Net change in unrealized appreciation/depreciation on underlying series			(2,211,399	)			(3,243,066	)			(6,642,777	)			(5,730,579	)			(3,996,816	)			(661,564	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES			329,035				461,439				805,353				1,126,061				(532,292	)			(203,703	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	1,335,822			$	1,073,342			$	2,454,362			$	2,411,939			$	(59,548	)		$	(40,769	)

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

Statement of Changes in Net Assets

	Target Income								Target 2010								Target 2020
	For the Year Ended 10/31/11				For the Year Ended 10/31/10				For the Year Ended 10/31/11				For the Year Ended 10/31/10				For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	1,006,787			$	827,426			$	611,903			$	351,088			$	1,649,009			$	916,620
Net realized gain (loss) on underlying series			1,050,632				511,837				3,090,004				674,697				7,146,008				2,862,910
Distributions of realized gains from underlying series			1,489,802				—				614,501				—				302,122				—
Net change in unrealized appreciation/depreciation on underlying series			(2,211,399	)			3,565,063				(3,243,066	)			2,454,350				(6,642,777	)			5,060,321
Net increase from operations			1,335,822				4,904,326				1,073,342				3,480,135				2,454,362				8,839,851
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)			(1,420,895	)			(807,484	)			(479,554	)			(260,461	)			(1,234,032	)			(652,921	)
From net investment income (Class R)			(9,440	)			(1,805	)			(58,775	)			(30,890	)			(218,696	)			(96,319	)
From net investment income (Class C)			(29,218	)			(7,538	)			(24,168	)			(12,836	)			(52,453	)			(32,396	)
From net investment income (Class I)			(12,717	)			(4,468	)			(29,812	)			(14,208	)			(86,948	)			(50,997	)
From net realized gain on investments (Class K)			(492,224	)			(146,108	)			(529,696	)			(33,958	)			(2,143,359	)			(62,557	)
From net realized gain on investments (Class R)			(3,558	)			(189	)			(72,781	)			(4,015	)			(426,909	)			(8,716	)
From net realized gain on investments (Class C)			(12,892	)			(1,727	)			(43,987	)			(3,071	)			(140,280	)			(5,355	)
From net realized gain on investments (Class I)			(3,136	)			(614	)			(27,354	)			(1,415	)			(128,094	)			(4,520	)
Total distributions to shareholders			(1,984,080	)			(969,933	)			(1,266,127	)			(360,854	)			(4,430,771	)			(913,781	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)			2,650,464				2,233,393				5,446,293				14,145,573				19,669,116				41,491,953
Net increase in net assets			2,002,206				6,167,786				5,253,508				17,264,854				17,692,707				49,418,023
NET ASSETS:
Beginning of year			48,725,130				42,557,344				35,271,109				18,006,255				84,119,530				34,701,507
End of year1		$	50,727,336			$	48,725,130			$	40,524,617			$	35,271,109			$	101,812,237			$	84,119,530
1 Including undistributed net investment income of:			89,179				94,858				62,329				42,735				171,846				114,966

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

Statement of Changes in Net Assets

	Target 2030								Target 2040								Target 2050
	For the Year Ended 10/31/11				For the Year Ended 10/31/10				For the Year Ended 10/31/11				For the Year Ended 10/31/10				For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	1,285,878			$	513,666			$	472,744			$	167,644			$	162,934			$	31,565
Net realized gain (loss) on underlying series			6,856,640				2,369,522				3,464,524				513,686				457,861				36,638
Net change in unrealized appreciation/depreciation on underlying series			(5,730,579	)			4,842,147				(3,996,816	)			4,297,538				(661,564	)			1,289,112
Net increase from operations			2,411,939				7,725,335				(59,548	)			4,978,868				(40,769	)			1,357,315
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)			(1,038,708	)			(387,868	)			(364,102	)			(112,496	)			(130,602	)			(21,109	)
From net investment income (Class R)			(95,429	)			(22,289	)			(55,126	)			(23,144	)			(13,664	)			(4,197	)
From net investment income (Class C)			(20,789	)			(7,995	)			(2,590	)			(1,401	)			(3,344	)			(169	)
From net investment income (Class I)			(58,516	)			(26,729	)			(14,836	)			(6,411	)			(1,727	)			(718	)
From net realized gain on investments (Class K)			(1,998,432	)			(78,169	)			(405,746	)			(42,807	)			(29,662	)			(10,313	)
From net realized gain on investments (Class R)			(212,808	)			(3,056	)			(81,999	)			(9,808	)			(4,292	)			(5,129	)
From net realized gain on investments (Class C)			(68,377	)			(3,577	)			(8,299	)			(1,490	)			(1,754	)			(1,001	)
From net realized gain on investments (Class I)			(89,785	)			(5,186	)			(10,968	)			(2,126	)			(255	)			(703	)
Total distributions to shareholders			(3,582,844	)			(534,869	)			(943,666	)			(199,683	)			(185,300	)			(43,339	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)			18,055,075				45,093,229				12,014,839				33,495,044				5,906,849				15,228,648
Net increase in net assets			16,884,170				52,283,695				11,011,625				38,274,229				5,680,780				16,542,624
NET ASSETS:
Beginning of year			78,559,375				26,275,680				52,527,045				14,252,816				18,368,007				1,825,383
End of year1		$	95,443,545			$	78,559,375			$	63,538,670			$	52,527,045			$	24,048,787			$	18,368,007
1 Including undistributed net investment income of:			156,358				83,935				61,608				25,540				18,986				5,372

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

Financial Highlights

Target Income Series Class K

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.02			$	10.13			$	9.30			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.23				0.19				0.03				(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.06				0.92				1.04				(0.69	)
Total from investment operations			0.29				1.11				1.07				(0.70	)
Less distributions to shareholders:
From net investment income			(0.33	)			(0.19	)			(0.24	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.45	)			(0.22	)			(0.24	)			—
Net asset value - End of period		$	10.86			$	11.02			$	10.13			$	9.30
Net assets - End of period (000’s omitted)		$	44,682			$	46,886			$	42,116			$	70,620	3
Total return4			2.77	%			11.22	%			11.80	%			(7.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5			0.28	%6,7			0.30	%7			0.30	%7,8
Net investment income (loss)			2.11	%			1.83	%			0.31	%			(0.27	%)8
Series portfolio turnover9			14	%			9	%			13	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.22	%5			0.25	%7			0.41	%7			1,571	%7,8,10

Target Income Series Class R

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.93			$	10.08			$	9.29			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.16				0.09				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			0.10				0.99				1.09				(0.73	)
Total from investment operations			0.26				1.08				1.04				(0.71	)
Less distributions to shareholders:
From net investment income			(0.30	)			(0.20	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.42	)			(0.23	)			(0.25	)			—
Net asset value - End of period		$	10.77			$	10.93			$	10.08			$	9.29
Net assets - End of period (000’s omitted)		$	553			$	347			$	54			$	93	3
Total return4			2.50	%			10.97	%			11.44	%			(7.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5			0.54	%6,7			0.55	%7			0.55	%7,8
Net investment income (loss)			1.47	%			0.81	%			(0.51	%)			0.34	%8
Series portfolio turnover9			14	%			9	%			13	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.22	%5			0.37	%7			169.34	%7			43,127	%7,8,10

¹ 
Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.69%.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

⁸  Annualized.

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

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

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

Financial Highlights

Target Income Series Class C

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.84			$	10.00			$	9.26			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.13				0.07				(0.03	)			(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.08				0.95				1.02				(0.73	)
Total from investment operations			0.21				1.02				0.99				(0.74	)
Less distributions to shareholders:
From net investment income			(0.26	)			(0.15	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.38	)			(0.18	)			(0.25	)			—
Net asset value - End of period		$	10.67			$	10.84			$	10.00			$	9.26
Net assets - End of period (000’s omitted)		$	1,424			$	1,195			$	330			$	93	3
Total return4			2.04	%			10.38	%			10.91	%			(7.40	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			0.99	%6,7			1.05	%7			1.05	%7,8
Net investment income (loss)			1.23	%			0.66	%			(0.30	%)			(0.15	%)8
Series portfolio turnover9			14	%			9	%			13	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.22	%5			0.29	%7			10.70	%7			43,147	%7,8,10
Target Income Series Class I
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.05			$	10.17			$	9.32			$	10.00
Income (loss) from investment operations:
Net investment income2			0.07				0.19				0.06				0.05
Net realized and unrealized gain (loss) on underlying series			0.25				0.94				1.04				(0.73	)
Total from investment operations			0.32				1.13				1.10				(0.68	)
Less distributions to shareholders:
From net investment income			(0.36	)			(0.22	)			(0.25	)			—
From net realized gain on investments			(0.12	)			(0.03	)			—				—
Total distributions to shareholders			(0.48	)			(0.25	)			(0.25	)			—
Net asset value - End of period		$	10.89			$	11.05			$	10.17			$	9.32
Net assets - End of period (000’s omitted)		$	4,068			$	298			$	58			$	93	3
Total return4			3.00	%			11.44	%			12.06	%			(6.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%7			0.05	%7,8
Net investment income			0.68	%			1.85	%			0.66	%			0.85	%8
Series portfolio turnover9			14	%			9	%			13	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.23	%5			0.33	%7			54.69	%7			43,107	%7,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.69%.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

⁸  Annualized.

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

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

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

Financial Highlights

Target 2010 Series Class K
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.64			$	9.58			$	8.61			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.20				0.12				0.02				(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.10				1.10				1.15				(1.38	)
Total from investment operations			0.30				1.22				1.17				(1.39	)
Less distributions to shareholders:
From net investment income			(0.18	)			(0.14	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.38	)			(0.16	)			(0.20	)			—
Net asset value - End of period		$	10.56			$	10.64			$	9.58			$	8.61
Net assets - End of period (000’s omitted)		$	23,653			$	27,904			$	15,782			$	101,213	3
Total return4			2.97	%			12.85	%			13.97	%			(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5			0.29	%6,7			0.30	%8			0.30	%8,9
Net investment income (loss)			1.84	%			1.20	%			0.19	%			(0.28	%)9
Series portfolio turnover10			48	%			11	%			9	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.30	%5			0.42	%7			1.31	%8			1,071	%8,9,11
Target 2010 Series Class R
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.57			$	9.54			$	8.61			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.14				0.12				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			0.13				1.07				1.18				(1.41	)
Total from investment operations			0.27				1.19				1.13				(1.39	)
Less distributions to shareholders:
From net investment income			(0.16	)			(0.14	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.36	)			(0.16	)			(0.20	)			—
Net asset value - End of period		$	10.48			$	10.57			$	9.54			$	8.61
Net assets - End of period (000’s omitted)		$	4,885			$	3,655			$	284			$	86	3
Total return4			2.67	%			12.64	%			13.54	%			(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5			0.52	%6,7			0.55	%8			0.55	%8,9
Net investment income (loss)			1.32	%			1.16	%			(0.55	%)			0.36	%9
Series portfolio turnover10			48	%			11	%			9	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.31	%5			0.41	%7			25.36	%8			42,882	%8,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

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

⁹  Annualized.

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

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

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

Financial Highlights

Target 2010 Series Class C
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.53			$	9.49			$	8.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.10				0.06				(0.01	)			(0.05	)
Net realized and unrealized gain (loss) on underlying series			0.12				1.08				1.10				(1.37	)
Total from investment operations			0.22				1.14				1.09				(1.42	)
Less distributions to shareholders:
From net investment income			(0.11	)			(0.08	)			(0.18	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.31	)			(0.10	)			(0.18	)			—
Net asset value - End of period		$	10.44			$	10.53			$	9.49			$	8.58
Net assets - End of period (000’s omitted)		$	2,021			$	2,247			$	1,471			$	98,226	3
Total return4			2.21	%			12.12	%			13.13	%			(14.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			0.98	%6,7			1.05	%8			1.05	%8,9
Net investment income (loss)			0.97	%			0.58	%			(0.12	%)			(1.03	%)9
Series portfolio turnover10			48	%			11	%			9	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.30	%5			0.44	%7			5.01	%8			919	%8,9,11
Target 2010 Series Class I
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.68			$	9.62			$	8.63			$	10.00
Income (loss) from investment operations:
Net investment income2			0.08				0.14				0.07				0.05
Net realized and unrealized gain (loss) on underlying series			0.25				1.10				1.12				(1.42	)
Total from investment operations			0.33				1.24				1.19				(1.37	)
Less distributions to shareholders:
From net investment income			(0.21	)			(0.16	)			(0.20	)			—
From net realized gain on investments			(0.20	)			(0.02	)			—				—
Total distributions to shareholders			(0.41	)			(0.18	)			(0.20	)			—
Net asset value - End of period		$	10.60			$	10.68			$	9.62			$	8.63
Net assets - End of period (000’s omitted)		$	9,966			$	1,465			$	469			$	159	3
Total return4			3.20	%			13.10	%			14.23	%			(13.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%8			0.05	%8,9
Net investment income			0.81	%			1.44	%			0.83	%			0.86	%9
Series portfolio turnover10			48	%			11	%			9	%			0	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.32	%5			0.43	%7			8.26	%8			42,439	%8,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

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

⁹  Annualized.

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

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

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

Financial Highlights

Target 2020 Series Class K

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.33			$	9.16			$	8.14			$	10.00
Income (loss) from investment operations:
Net investment income2			0.20				0.13				0.02				0.04
Net realized and unrealized gain (loss) on underlying series			0.12				1.23				1.21				(1.90	)
Total from investment operations			0.32				1.36				1.23				(1.86	)
Less distributions to shareholders:
From net investment income			(0.19	)			(0.17	)			(0.21	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.53	)			(0.19	)			(0.21	)			—
Net asset value - End of period		$	10.12			$	10.33			$	9.16			$	8.14
Net assets - End of period (000’s omitted)		$	56,290			$	64,613			$	30,089			$	157	3
Total return4			3.14	%			14.89	%			15.72	%			(18.60	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5			0.29	%6,7			0.30	%8			0.30	%8,9
Net investment income			1.97	%			1.38	%			0.28	%			0.74	%9
Series portfolio turnover10			49	%			20	%			9	%			31	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.10	%5			0.17	%7			0.72	%8			34,421	%8,9,11
Target 2020 Series Class R
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.24			$	9.10			$	8.13			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.15				0.12				(0.05	)			0.04
Net realized and unrealized gain (loss) on underlying series			0.14				1.21				1.23				(1.91	)
Total from investment operations			0.29				1.33				1.18				(1.87	)
Less distributions to shareholders:
From net investment income			(0.17	)			(0.17	)			(0.21	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.51	)			(0.19	)			(0.21	)			—
Net asset value - End of period		$	10.02			$	10.24			$	9.10			$	8.13
Net assets - End of period (000’s omitted)		$	16,105			$	12,229			$	562			$	81	3
Total return4			2.85	%			14.72	%			15.13	%			(18.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5			0.52	%6,7			0.55	%8			0.55	%8,9
Net investment income (loss)			1.48	%			1.25	%			(0.54	%)			0.62	%9
Series portfolio turnover10			49	%			20	%			9	%			31	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.10	%5			0.18	%7			14.54	%8			38,136	%8,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁹  Annualized.

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

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

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

Financial Highlights

Target 2020 Series Class C

	For the Years Ended												For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.21			$	9.06			$	8.10			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.11				0.10				0.02				(0.05	)
Net realized and unrealized gain (loss) on underlying series			0.14				1.18				1.13				(1.85	)
Total from investment operations			0.25				1.28				1.15				(1.90	)
Less distributions to shareholders:
From net investment income			(0.13	)			(0.11	)			(0.19	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.47	)			(0.13	)			(0.19	)			—
Net asset value - End of period		$	9.99			$	10.21			$	9.06			$	8.10
Net assets - End of period (000’s omitted)		$	4,155			$	3,803			$	2,123			$	228,171	3
Total return4			2.42	%			14.24	%			14.74	%			(19.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			0.98	%6,7			1.05	%8			1.05	%8,9
Net investment income (loss)			1.08	%			1.03	%			0.25	%			(1.05	%)9
Series portfolio turnover10			49	%			20	%			9	%			31	%
*        The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.10	%5			0.18	%7			3.08	%8			158	%8,9,11

Target 2020 Series Class I

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.37			$	9.19			$	8.15			$	10.00
Income (loss) from investment operations:
Net investment income2			0.09				0.18				0.10				—	12
Net realized and unrealized gain (loss) on underlying series			0.25				1.21				1.15				(1.85	)
Total from investment operations			0.34				1.39				1.25				(1.85	)
Less distributions to shareholders:
From net investment income			(0.21	)			(0.19	)			(0.21	)			—
From net realized gain on investments			(0.34	)			(0.02	)			—				—
Total distributions to shareholders			(0.55	)			(0.21	)			(0.21	)			—
Net asset value - End of period		$	10.16			$	10.37			$	9.19			$	8.15
Net assets - End of period (000’s omitted)		$	25,262			$	3,474			$	1,927			$	51,467	3
Total return4			3.37	%			15.24	%			15.98	%			(18.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%8			0.05	%8,9
Net investment income (loss)			0.85	%			1.89	%			1.22	%			(0.02	%)9
Series portfolio turnover10			49	%			20	%			9	%			31	%
*        The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.11	%5			0.19	%7			2.90	%8			871	%8,9,11

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁹  Annualized.

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

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

¹²  Less than $0.01.

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

Financial Highlights

Target 2030 Series Class K

	For the Years Ended												For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.15			$	8.85			$	7.81			$	10.00
Income (loss) from investment operations:
Net investment income2			0.16				0.08				0.01				0.03
Net realized and unrealized gain (loss) on underlying series			0.16				1.36				1.20				(2.22	)
Total from investment operations			0.32				1.44				1.21				(2.19	)
Less distributions to shareholders:
From net investment income			(0.15	)			(0.11	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.45	)			(0.14	)			(0.17	)			—
Net asset value - End of period		$	10.02			$	10.15			$	8.85			$	7.81
Net assets - End of period (000’s omitted)		$	63,436			$	66,235			$	23,597			$	118	3
Total return4			3.15	%			16.34	%			16.05	%			(21.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5			0.29	%6,7			0.30	%8			0.30	%8,9
Net investment income			1.58	%			0.87	%			0.14	%			0.54	%9
Series portfolio turnover10			40	%			15	%			9	%			—	%11
*        The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.11	%5			0.20	%7			0.97	%8			37,175	%8,9,12
Target 2030 Series Class R
	For the Years Ended												For the  Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.09			$	8.83			$	7.79			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.11				0.06				(0.05	)			0.02
Net realized and unrealized gain (loss) on underlying series			0.19				1.35				1.26				(2.23	)
Total from investment operations			0.30				1.41				1.21				(2.21	)
Less distributions to shareholders:
From net investment income			(0.13	)			(0.12	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.43	)			(0.15	)			(0.17	)			—
Net asset value - End of period		$	9.96			$	10.09			$	8.83			$	7.79
Net assets - End of period (000’s omitted)		$	9,243			$	7,162			$	328			$	78	3
Total return4			2.94	%			16.01	%			16.09	%			(22.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5			0.54	%6,7			0.55	%8			0.55	%8,9
Net investment income (loss)			1.11	%			0.68	%			(0.53	%)			0.31	%9
Series portfolio turnover10			40	%			15	%			9	%			—	%11
*        The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.11	%5			0.18	%7			28.67	%8			38,768	%8,9,12

¹ 
Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹  Annualized.

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

¹¹  Less than 1%.

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

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

Financial Highlights

Target 2030 Series Class C

	For the Years Ended												For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.05			$	8.78			$	7.77			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.07				0.03				(0.02	)			(0.01	)
Net realized and unrealized gain (loss) on underlying series			0.17				1.33				1.19				(2.22	)
Total from investment operations			0.24				1.36				1.17				(2.23	)
Less distributions to shareholders:
From net investment income			(0.09	)			(0.06	)			(0.16	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.39	)			(0.09	)			(0.16	)			—
Net asset value - End of period		$	9.90			$	10.05			$	8.78			$	7.77
Net assets - End of period (000’s omitted)		$	2,516			$	2,231			$	1,034			$	78	3
Total return4			2.35	%			15.50	%			15.57	%			(22.30	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			1.00	%6,7			1.05	%8			1.05	%8,9
Net investment income (loss)			0.72	%			0.31	%			(0.22	%)			(0.17	%)9
Series portfolio turnover10			40	%			15	%			9	%			—	%11
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.11	%5			0.22	%7			5.84	%8			38,789	%8,9,12
Target 2030 Series Class I
	For the Years Ended												For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.21			$	8.90			$	7.82			$	10.00
Income (loss) from investment operations:
Net investment income2			0.07				0.13				0.11				0.01
Net realized and unrealized gain (loss) on underlying series			0.28				1.35				1.14				(2.19	)
Total from investment operations			0.35				1.48				1.25				(2.18	)
Less distributions to shareholders:
From net investment income			(0.17	)			(0.14	)			(0.17	)			—
From net realized gain on investments			(0.30	)			(0.03	)			—				—
Total distributions to shareholders			(0.47	)			(0.17	)			(0.17	)			—
Net asset value - End of period		$	10.09			$	10.21			$	8.90			$	7.82
Net assets - End of period (000’s omitted)		$	20,249			$	2,932			$	1,316			$	12,591	3
Total return4			3.47	%			16.76	%			16.56	%			(21.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%8			0.05	%8,9
Net investment income			0.74	%			1.34	%			1.37	%			0.16	%9
Series portfolio turnover10			40	%			15	%			9	%			—	%11
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.12	%5			0.22	%7			6.18	%8			14,979	%8,9,12

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁷  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹  Annualized.

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

¹¹  Less than 1%.

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

25

Financial Highlights

Target 2040 Series Class K

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.20			$	8.79			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income2			0.09				0.04				—	3			0.02
Net realized and unrealized gain (loss) on underlying series			(0.02	)			1.46				1.36				(2.44	)
Total from investment operations			0.07				1.50				1.36				(2.42	)
Less distributions to shareholders:
From net investment income			(0.08	)			(0.06	)			(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.17	)			(0.09	)			(0.15	)			—
Net asset value - End of period		$	10.10			$	10.20			$	8.79			$	7.58
Net assets - End of period (000’s omitted)		$	39,853			$	42,417			$	12,880			$	76	4
Total return5			0.70	%			17.10	%			18.60	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%6			0.29	%7,8			0.30	%8			0.30	%8,9
Net investment income			0.88	%			0.43	%			0.05	%			0.40	%9
Series portfolio turnover10			19	%			4	%			7	%			—	%11
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to averagenet assets) would have been increased by the following amounts:
			0.17	%6			0.32	%8			2.10	%8			28,865	%8,9,12

Target 2040 Series Class R

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.14			$	8.76			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.05				0.04				(0.02	)			0.01
Net realized and unrealized gain (loss) on underlying series			—	3			1.43				1.35				(2.43	)
Total from investment operations			0.05				1.47				1.33				(2.42	)
Less distributions to shareholders:
From net investment income			(0.06	)			(0.06	)			(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.15	)			(0.09	)			(0.15	)			—
Net asset value - End of period		$	10.04			$	10.14			$	8.76			$	7.58
Net assets - End of period (000’s omitted)		$	11,475			$	8,168			$	504			$	76	4
Total return5			0.50	%			16.85	%			18.21	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%6			0.52	%7,8			0.55	%8			0.55	%8,9
Net investment income (loss)			0.52	%			0.40	%			(0.21	%)			0.14	%9
Series portfolio turnover10			19	%			4	%			7	%			—	%11
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to averagenet assets) would have been increased by the following amounts:
			0.17	%6			0.31	%8			16.27	%8			28,865	%8,9,12

1 Commencement of operations.

2 Calculated based on average shares outstanding during the period.

3 Less than $0.01.

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

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

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

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

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

9 Annualized.

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

11 Less than 1%.

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

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

Financial Highlights

Target 2040 Series Class C

	For the Years Ended													For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10					10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.06			$	8.70				$	7.55			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.01				(0.01	)				(0.06	)			(0.02	)
Net realized and unrealized gain (loss) on underlying series			(0.01	)			1.43					1.36				(2.43	)
Total from investment operations			—				1.42					1.30				(2.45	)
Less distributions to shareholders:
From net investment income			(0.03	)			(0.03	)				(0.15	)			—
From net realized gain on investments			(0.09	)			(0.03	)				—				—
Total distributions to shareholders			(0.12	)			(0.06	)				(0.15	)			—
Net asset value - End of period		$	9.94			$	10.06				$	8.70			$	7.55
Net assets - End of period (000’s omitted)		$	913			$	875				$	440			$	75	3
Total return4			(0.01	%)			16.32	%				17.88	%			(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			0.99	%6,7				1.05	%7			1.05	%7,8
Net investment income (loss)			0.09	%			(0.12	%)	��			(0.65	%)			(0.36	%)8
Series portfolio turnover9			19	%			4	%				7	%			—	%10
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to averagenet assets) would have been increased by the following amounts:
			0.17	%5			0.37	%7				15.19	%7			28,898	%7,8,11

Target 2040 Series Class I

	For the Years Ended												For the  Period 3/28/081  to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.26			$	8.83			$	7.60			$	10.00
Income (loss) from investment operations:
Net investment income2			0.04				0.08				0.07				—	12
Net realized and unrealized gain (loss) on underlying series			0.06				1.46				1.32				(2.40	)
Total from investment operations			0.10				1.54				1.39				(2.40	)
Less distributions to shareholders:
From net investment income			(0.11	)			(0.08	)			(0.16	)			—
From net realized gain on investments			(0.09	)			(0.03	)			—				—
Total distributions to shareholders			(0.20	)			(0.11	)			(0.16	)			—
Net asset value - End of period		$	10.16			$	10.26			$	8.83			$	7.60
Net assets - End of period (000’s omitted)		$	11,298			$	1,066			$	428			$	28,539	3
Total return4			0.93	%			17.52	%			18.86	%			(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%7			0.05	%7,8
Net investment income (loss)			0.35	%			0.84	%			0.93	%			(0.04	%)8
Series portfolio turnover9			19	%			4	%			7	%			—	%10
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to averagenet assets) would have been increased by the following amounts:
			0.18	%5			0.36	%7			18.65	%7			767	%7,8,11

1
Commencement of operations.

2 Calculated based on average shares outstanding during the period.

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

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

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

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

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

8 Annualized.

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

10 Less than 1%.

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

12 Less than $0.01.

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

Financial Highlights

Target 2050 Series Class K

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.22			$	8.85			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.09				0.03				(0.02	)			0.02
Net realized and unrealized gain (loss) on underlying series			(0.01	)			1.48				1.52				(2.44	)
Total from investment operations			0.08				1.51				1.50				(2.42	)
Less distributions to shareholders:
From net investment income			(0.08	)			(0.06	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.10	)			(0.14	)			(0.23	)			—
Net asset value - End of period		$	10.20			$	10.22			$	8.85			$	7.58
Net assets - End of period (000’s omitted)		$	18,293			$	15,242			$	1,047			$	76	3
Total return4			0.76	%			17.16	%			20.71	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%5			0.30	%6,7			0.30	%7			0.30	%7,8
Net investment income (loss)			0.82	%			0.28	%			(0.24	%)			0.40	%8
Series portfolio turnover9			10	%			3	%			46	%			1	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.54	%5			1.07	%7			25.10	%7			35,232	%7,8,10
Target 2050 Series Class R
	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.16			$	8.82			$	7.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.06				0.03				(0.05	)			0.01
Net realized and unrealized gain (loss) on underlying series			—	11			1.44				1.52				(2.43	)
Total from investment operations			0.06				1.47				1.47				(2.42	)
Less distributions to shareholders:
From net investment income			(0.06	)			(0.05	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.08	)			(0.13	)			(0.23	)			—
Net asset value - End of period		$	10.14			$	10.16			$	8.82			$	7.58
Net assets - End of period (000’s omitted)		$	2,686			$	2,154			$	601			$	76	3
Total return4			0.56	%			16.85	%			20.31	%			(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%5			0.53	%6,7			0.55	%7			0.55	%7,8
Net investment income (loss)			0.55	%			0.27	%			(0.50	%)			0.14	%8
Series portfolio turnover9			10	%			3	%			46	%			1	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.54	%5			1.44	%7			242.05	%7			35,243	%7,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

⁸  Annualized.

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

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

¹¹  Less than $0.01.

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

Financial Highlights

Target 2050 Series Class C

	For the Years Ended												For the  Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.08			$	8.75			$	7.55			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.01				(0.04	)			(0.06	)			(0.02	)
Net realized and unrealized gain (loss) on underlying series			(0.01	)			1.46				1.49				(2.43	)
Total from investment operations			—				1.42				1.43				(2.45	)
Less distributions to shareholders:
From net investment income			(0.04	)			(0.01	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.06	)			(0.09	)			(0.23	)			—
Net asset value - End of period		$	10.02			$	10.08			$	8.75			$	7.55
Net assets - End of period (000’s omitted)		$	948			$	843			$	99			$	75	3
Total return4			(0.06	%)			16.34	%			19.84	%			(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.05	%5			1.02	%6,7			1.05	%7			1.05	%7,8
Net investment income (loss)			0.09	%			(0.44	%)			(0.71	%)			(0.36	%)8
Series portfolio turnover9			10	%			3	%			46	%			1	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.55	%5			1.23	%7			73.45	%7			35,267	%7,8,10

Target 2050 Series Class I

	For the Years Ended												For the  Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.28			$	8.90			$	7.60			$	10.00
Income (loss) from investment operations:
Net investment income2			0.03				0.07				0.16				—	11
Net realized and unrealized gain (loss) on underlying series			0.08				1.47				1.37				(2.40	)
Total from investment operations			0.11				1.54				1.53				(2.40	)
Less distributions to shareholders:
From net investment income			(0.11	)			(0.08	)			(0.23	)			—
From net realized gain on investments			(0.02	)			(0.08	)			—				—
Total distributions to shareholders			(0.13	)			(0.16	)			(0.23	)			—
Net asset value - End of period		$	10.26			$	10.28			$	8.90			$	7.60
Net assets - End of period (000’s omitted)		$	2,121			$	129			$	79			$	17,863	3
Total return4			0.98	%			17.40	%			21.07	%			(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%5			0.05	%7			0.05	%7			0.05	%7,8
Net investment income (loss)			0.25	%			0.76	%			2.07	%			(0.03	%)8
Series portfolio turnover9			10	%			3	%			46	%			1	%
*       The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
			0.57	%5			1.90	%7			141.53	%7			1,903	%7,8,10

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

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

⁵  Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁶  During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

⁸  Annualized.

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

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

¹¹  Less than $0.01.

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

Notes to Financial Statements

1. ORGANIZATION

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

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

Each Series is authorized to issue four classes of shares (Class K, R, C and I). Each class of shares is substantially the same, except that class-specific 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, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 10 million have been designated in each of the Series for Class C common stock and 40 million have been designated in each of the Series for Class K, I and R common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

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

Securities for which representative valuations or prices are not available from the Series’ pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Board. 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

30

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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.

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

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

	Target Income Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	50,760,195		$	50,760,195		$	—		$	—
Total assets:		$	50,760,195		$	50,760,195		$	—		$	—
	Target 2010 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	40,555,209		$	40,555,209		$	—		$	—
Total assets:		$	40,555,209		$	40,555,209		$	—		$	—
	Target 2020 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	101,860,700		$	101,860,700		$	—		$	—
Total assets:		$	101,860,700		$	101,860,700		$	—		$	—
	Target 2030 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	95,484,571		$	95,484,571		$	—		$	—
Total assets:		$	95,484,571		$	95,484,571		$	—		$	—
	Target 2040 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	63,575,247		$	63,575,247		$	—		$	—
Total assets:		$	63,575,247		$	63,575,247		$	—		$	—

31

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Target 2050 Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Mutual funds		$	24,069,850		$	24,069,850		$	—		$	—
Total assets:		$	24,069,850		$	24,069,850		$	—		$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2010 or October 31, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Income and capital gains distributions from the Underlying Funds, if any, are recorded on the ex-dividend date.

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

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

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

Federal Taxes

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

32

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2011, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2008 through October 31, 2011. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

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

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of

33

Notes to Financial Statements (continued)

3. TRANSACTIONS WITH AFFILIATES (continued)

all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2020, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the underlying series. For the year ended October 31, 2011, the Advisor reimbursed expenses of $109,376 for Target Income Series, $115,841 for Target 2010 Series, $98,879 for Target 2020 Series, $99,184 for Target 2030 Series, $105,975 for Target 2040 Series and $120,335 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The fee rates for these Series are as follows: An annual fee related to Fund Accounting and administration of 0.0025% of the average daily net assets with an annual base fee of $40,500 per series. Transfer Agent Fees are charged to the Fund on a per account basis. Additionally, certain cusip-based and out-of-pocket expenses are charged.

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

34

Notes to Financial Statements (continued)

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2011, purchases and sales of underlying series were as follows:

Series	Purchases			Sales
Target Income Series		$	10,016,248		$	6,843,251
Target 2010 Series		$	23,570,344		$	18,146,381
Target 2020 Series		$	63,584,513		$	46,388,121
Target 2030 Series		$	52,100,258		$	36,335,474
Target 2040 Series		$	23,257,853		$	11,698,299
Target 2050 Series		$	8,191,563		$	2,284,932

5. INVESTMENTS IN AFFILIATED ISSUERS

A summary of the Funds’ transactions in the shares of affiliated issuers during the year ended October 31, 2011 is set forth below:

Target Income Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held  at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Distributions and Net Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Conservative Term Series - Class I		$	48,747,964		$	10,016,248		$	6,843,251		$	50,760,195		4,721,879		$	1,161,894		$	2,540,434
		$	48,747,964		$	10,016,248		$	6,843,251		$	50,760,195				$	1,161,894		$	2,540,434
Target 2010 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Distributions and Net  Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Moderate Term Series - Class I		$	35,284,308		$	13,565,678		$	16,194,320		$	32,326,819		3,078,744		$	686,544		$	3,651,811
Manning & Napier Pro-Blend® Conservative Term Series - Class I			—			10,004,666			1,952,061			8,228,390		765,432			57,958			52,694
		$	35,284,308		$	23,570,344		$	18,146,381		$	40,555,209				$	744,502		$	3,704,505

35

Notes to Financial Statements (continued)

5. INVESTMENTS IN AFFILIATED ISSUERS (continued)

Target 2020 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held  at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Distributions and Net Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Extended Term Series - Class I		$	67,490,359		$	28,108,022		$	35,383,719		$	60,936,279		5,870,547		$	1,464,782		$	6,573,652
Manning & Napier Pro-Blend® Moderate Term Series - Class I			16,670,719			35,476,491			11,004,402			40,924,421		3,897,564			513,695			874,478
		$	84,161,078		$	63,584,513		$	46,388,121		$	101,860,700				$	1,978,477		$	7,448,130
Target 2030 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Net Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	31,260,145		$	7,842,060		$	21,467,644		$	18,521,072		1,830,145		$	300,131		$	3,756,954
Manning & Napier Pro-Blend® Extended Term Series - Class I			47,333,581			44,258,198			14,867,830			76,963,499		7,414,595			1,275,842			3,099,686
		$	78,593,726		$	52,100,258		$	36,335,474		$	95,484,571				$	1,575,973		$	6,856,640
Target 2040 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Net Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	52,547,985		$	23,257,853		$	11,698,299		$	63,575,247		6,282,139		$	678,877		$	3,464,524
		$	52,547,985		$	23,257,853		$	11,698,299		$	63,575,247				$	678,877		$	3,464,524
Target 2050 Series	Value at 10/31/10			Purchase Cost			Sales Proceeds			Value at 10/31/11			Shares Held at 10/31/11		Dividend Income 10/31/10 through 10/31/11			Net Realized Gain 10/31/10 through 10/31/11
Manning & Napier Pro-Blend® Maximum Term Series - Class I		$	18,366,922		$	8,191,563		$	2,284,932		$	24,069,850		2,378,444		$	240,788		$	457,861
		$	18,366,922		$	8,191,563		$	2,284,932		$	24,069,850				$	240,788		$	457,861

36

Notes to Financial Statements (continued)

6. CAPITAL STOCK TRANSACTIONS

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

	For the Year							For the Year							For the Year							For the Year
Target	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Income	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		362,556			$	3,910,102			448,219			$	4,604,788			44,775			$	479,118			32,298			$	334,064
Reinvested		182,292				1,912,025			93,872				953,592			1,095				11,394			107				1,091
Repurchased		(684,328	)			(7,414,278	)		(443,760	)			(4,605,012	)		(26,311	)			(283,256	)		(5,980	)			(65,129	)
Total		(139,480	)		$	(1,592,151	)		98,331			$	953,368			19,559			$	207,256			26,425			$	270,026
	For the Year							For the Year							For the Year							For the Year
Target	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Income	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		25,545			$	271,238			86,050			$	881,565			393,080			$	4,289,430			27,493			$	284,781
Reinvested		3,384				34,894			556				5,571			1,499				15,852			499				5,082
Repurchased		(5,620	)			(59,932	)		(9,325	)			(94,978	)		(48,088	)			(516,123	)		(6,772	)			(72,022	)
Total		23,309			$	246,200			77,281			$	792,158			346,491			$	3,789,159			21,220			$	217,841
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2010	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		310,020			$	3,277,958			1,243,416			$	12,287,574			282,494			$	2,963,932			375,115			$	3,683,609
Reinvested		97,770				1,009,250			30,080				294,419			12,839				131,556			3,588				34,905
Repurchased		(790,894	)			(8,561,266	)		(297,763	)			(2,998,485	)		(175,273	)			(1,841,204	)		(62,518	)			(626,115	)
Total		(383,104	)		$	(4,274,058	)		975,733			$	9,583,508			120,060			$	1,254,284			316,185			$	3,092,399
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2010	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		49,120			$	518,688			134,180			$	1,323,150			957,674			$	10,313,222			125,923			$	1,266,774
Reinvested		6,272				63,974			1,573				15,238			5,512				57,166			1,590				15,623
Repurchased		(75,224	)			(789,515	)		(77,293	)			(756,993	)		(160,530	)			(1,697,468	)		(39,049	)			(394,126	)
Total		(19,832	)		$	(206,853	)		58,460			$	581,395			802,656			$	8,672,920			88,464			$	888,271
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2020	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		1,675,922			$	17,119,288			3,428,623			$	32,716,250			595,012			$	6,051,043			1,271,570			$	12,079,873
Reinvested		338,950				3,377,391			75,864				715,478			65,420				645,605			11,223				105,035
Repurchased		(2,707,061	)			(28,217,949	)		(537,212	)			(5,209,739	)		(247,831	)			(2,501,394	)		(149,951	)			(1,441,758	)
Total		(692,189	)		$	(7,721,270	)		2,967,275			$	28,221,989			412,601			$	4,195,254			1,132,842			$	10,743,150

37

Notes to Financial Statements (continued)

6. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2020	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		145,377			$	1,473,638			154,981			$	1,470,332			2,300,696			$	24,268,461			205,330			$	1,990,302
Reinvested		19,531				192,191			4,034				37,601			21,490				215,042			5,874				55,517
Repurchased		(121,172	)			(1,213,890	)		(20,942	)			(199,108	)		(170,809	)			(1,740,310	)		(85,824	)			(827,830	)
Total		43,736			$	451,939			138,073			$	1,308,825			2,151,377			$	22,743,193			125,380			$	1,217,989
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2030	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		1,386,806			$	14,122,320			4,443,289			$	41,866,032			364,895			$	3,702,652			715,219			$	6,782,144
Reinvested		304,172				3,037,140			50,346				466,037			31,015				307,921			2,715				25,049
Repurchased		(1,889,426	)			(19,955,578	)		(633,539	)			(5,919,500	)		(177,715	)			(1,812,551	)		(45,359	)			(420,314	)
Total		(198,448	)		$	(2,796,118	)		3,860,096			$	36,412,569			218,195			$	2,198,022			672,575			$	6,386,879
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2030	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		52,873			$	542,800			122,492			$	1,143,648			1,840,303			$	19,567,214			189,980			$	1,812,436
Reinvested		9,025				89,165			1,262				11,572			14,752				148,301			3,434				31,915
Repurchased		(29,974	)			(296,887	)		(19,514	)			(180,906	)		(136,151	)			(1,397,422	)		(54,152	)			(524,884	)
Total		31,924			$	335,078			104,240			$	974,314			1,718,904			$	18,318,093			139,262			$	1,319,467
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2040	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		856,765			$	8,988,768			2,916,361			$	27,809,525			509,743			$	5,324,802			853,099			$	7,955,763
Reinvested		73,655				769,848			16,658				155,303			13,209				137,125			3,551				32,952
Repurchased		(1,142,322	)			(12,527,615	)		(241,369	)			(2,289,814	)		(184,893	)			(1,905,669	)		(108,866	)			(1,031,969	)
Total		(211,902	)		$	(2,768,999	)		2,691,650			$	25,675,014			338,059			$	3,556,258			747,784			$	6,956,746
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2040	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		16,846			$	177,697			36,243			$	341,034			1,065,270			$	11,761,116			84,367			$	801,764
Reinvested		972				10,017			278				2,566			2,453				25,804			913				8,537
Repurchased		(12,994	)			(140,032	)		(123	)			(1,158	)		(59,387	)			(607,022	)		(29,792	)			(289,459	)
Total		4,824			$	47,682			36,398			$	342,442			1,008,336			$	11,179,898			55,488			$	520,842

38

Notes to Financial Statements (continued)

6. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2050	Class K							Class K							Class R							Class R
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		500,328			$	5,260,037			1,409,255			$	13,529,763			97,759			$	1,032,883			167,914			$	1,555,085
Reinvested		15,172				160,264			3,364				31,422			1,712				17,956			1,003				9,326
Repurchased		(212,628	)			(2,326,688	)		(39,869	)			(375,994	)		(46,362	)			(491,564	)		(25,066	)			(232,676	)
Total		302,872			$	3,093,613			1,372,750			$	13,185,191			53,109			$	559,275			143,851			$	1,331,735
	For the Year							For the Year							For the Year							For the Year
	Ended 10/31/11							Ended 10/31/10							Ended 10/31/11							Ended 10/31/10
Target 2050	Class C							Class C							Class I							Class I
Series:	Shares			Amounts				Shares			Amounts				Shares			Amounts				Shares			Amounts
Sold		20,449			$	208,493			77,153			$	722,745			204,951			$	2,262,297			10,214			$	94,790
Reinvested		470				4,883			123				1,139			186				1,982			152				1,421
Repurchased		(9,960	)			(108,643	)		(4,884	)			(45,731	)		(10,896	)			(115,051	)		(6,646	)			(62,642	)
Total		10,959			$	104,733			72,392			$	678,153			194,241			$	2,149,228			3,720			$	33,569

At October 31, 2011, one omnibus account owned the following in Target Income Series and Target 2050 Series and three omnibus accounts owned the following in Target 2010 Series, Target 2020 Series, Target 2030 Series and Target 2040 Series:

Series	Shares Owned		Percentage of Series Shares Outstanding			Value
Target Income Series		3,643,747		77.9	%		$	39,571,089
Target 2010 Series		2,462,612		64.2	%			26,024,786
Target 2020 Series		6,201,050		61.6	%			62,820,622
Target 2030 Series		6,759,320		71.1	%			67,825,832
Target 2040 Series		4,220,095		67.1	%			42,674,480
Target 2050 Series		1,583,213		67.1	%			16,148,768

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

7. FINANCIAL INSTRUMENTS

The underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, counterparty credit risk related to over the counter derivatives counterparties’ failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2011.

39

Notes to Financial Statements (continued)

8. FEDERAL INCOME TAX INFORMATION

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

The tax character of distributions were as follows:

	Target Income Series			Target 2010 Series			Target 2020 Series			Target 2030 Series			Target 2040 Series			Target 2050 Series
Ordinary income (2011)		$	1,599,338		$	601,589		$	1,631,943		$	3,092,457		$	518,465		$	179,306
Ordinary income (2010)		$	969,933		$	360,854		$	913,781		$	534,869		$	199,683		$	43,339
Long-term capital gain (2011)		$	384,742		$	664,538		$	2,798,828		$	490,387		$	425,201		$	5,994
Long-term capital gain (2010)		$	—		$	—		$	—		$	—		$	—		$	—

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:

	Target Income Series				Target 2010 Series				Target 2020 Series				Target 2030 Series				Target 2040 Series				Target 2050 Series
Cost for federal income tax purposes		$	45,336,398			$	39,463,520			$	99,729,630			$	93,412,814			$	61,818,937			$	23,411,795
Unrealized appreciation		$	5,425,936			$	1,091,782			$	2,133,781			$	2,076,522			$	1,756,311			$	658,059
Unrealized depreciation			(2,139	)			(93	)			(2,711	)			(4,765	)			(1	)			(4	)
Net unrealized appreciation		$	5,423,797			$	1,091,689			$	2,131,070			$	2,071,757			$	1,756,310			$	658,055
Undistributed ordinary income			89,179				115,033				179,712				156,358				61,609				18,986
Undistributed long-term capital gains			2,080,372				3,648,473				7,433,823				6,847,739				3,458,166				457,159
Capital loss carryover			—				—				—				—				1,390				2,359

At October 31, 2011, Target 2040 Series and Target 2050 Series had capital loss carryovers of $1,390 and $2,359, respectively, which are subject to limitations under Section 382-384 of The Internal Revenue Code, and are available to the extent allowed by tax law to offset future net capital gains, if any, which will expire on October 31, 2017 for both the Target 2040 Series and Target 2050 Series.

Target 2040 Series and Target 2050 Series utilized $2,789 and $675, respectively, in capital loss carryovers in the current year.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Funds. In general, the provisions of the Act will be effective for the Series’ fiscal year beginning after October 31, 2011. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of each Series’ pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

40

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statements of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2011, and the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

41

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

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

Series	QDI
Target Income Series		$	402,167
Target 2010 Series			233,751
Target 2020 Series			1,000,225
Target 2030 Series			1,305,495
Target 2040 Series			518,465
Target 2050 Series			179,306
For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:
Series	DRD%
Target Income Series			12.89	%
Target 2010 Series			23.94	%
Target 2020 Series			37.93	%
Target 2030 Series			31.45	%
Target 2040 Series			100.00	%
Target 2050 Series			100.00	%
The percentage of ordinary income distribution paid by the Series during the year ended October 31, 2011 which was derived from U.S. Treasury securities is as follows:
Series	U.S. Treasury%
Target Income Series			5.95	%
Target 2010 Series			5.89	%
Target 2020 Series			6.20	%
Target 2030 Series			2.13	%
Target 2040 Series			1.26	%
Target 2050 Series			1.28	%

The law varies in each state as to whether and what percentage of dividend income attributable to U.S. Treasury securities is exempt from state and local income tax. It is recommended that you consult your tax advisor to determine if any portion of the dividends you received is exempt from income taxes.

42

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

43

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

44

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

45

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

MNTGT-10/11-AR

DIVIDEND FOCUS SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ended October 2011, the Russell 3000^® Index gained 7.90%, aided by the double-digit rebound in October. Growth stocks generally exceeded value stocks, with the Russell 1000^® Value Index earning 6.16% over the one-year period and the Russell 1000^® Growth Index returning 9.92%. In this volatile market environment, the Dividend Focus Series produced strong absolute and relative returns. At 10.17%, the Series’ results outpaced both the S&P 500 and the Russell 1000^® Value Indices.

The Dividend Focus Series uses a quantitative investment approach to target companies that possess high dividends, high free cash flow, and a low risk of financial distress. The Series seeks to provide competitive equity returns, as well as dampening volatility during market downturns. Given this risk aversion, the Series has less than a 1% allocation to the Financials sector, which continues to face macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses. This near avoidance of financial companies noticeably boosted performance relative to the benchmark over the past year.

The Series benefited from several other sector allocation decisions as well. In particular, the Series had larger allocations to the Health Care and Energy sectors than the benchmark, which aided relative results for the one-year period ending October 2011. Meanwhile, individual stock selections had a generally neutral impact on the Series’ relative returns.

Despite ups and downs over the past year, Manning & Napier maintains a slow growth view of the economy. However, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks that broadly influence investor confidence and risk appetite, and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget debate). Amidst the volatility, we believe it is important to not get caught up in short-term fluctuations and instead to focus on the fundamentals.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Performance Update as of October 31, 2011 (unaudited)

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Since Inception2
Manning & Napier Fund, Inc. - Dividend Focus Series3		10.17	%		12.82	%
Russell 1000® Value Index4		6.16	%		10.28	%
Standard & Poor’s (S&P) 500 Total Return Index4		8.09	%		12.94	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series from its inception² (November 7, 2008) to present (October 31, 2011) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series and Index are calculated from November 7, 2008, the Series’ inception date.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this annualized net expense ratio was 0.60%. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.05% for the year ended October 31, 2011.

⁴  The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The S&P 500 Total Return Index is an unmanaged capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

2

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 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 5/1/11			Ending Account Value 10/31/11			Expenses Paid During  Period* 5/1/11-10/31/11
Actual		$	1,000.00		$	966.60		$	2.97
Hypothetical (5% return before expenses)		$	1,000.00		$	1,022.18		$	3.06

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

3

Portfolio Composition as of October 31, 2011 (unaudited)

4

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS - 98.0%
Consumer Discretionary - 7.7%
Auto Components - 0.1%
Magna International, Inc. (Canada)		2,177		$	83,053
Distributors - 0.2%
Genuine Parts Co.		2,689			154,429
Hotels, Restaurants & Leisure - 2.6%
Darden Restaurants, Inc.		1,770			84,748
McDonald’s Corp.		17,596			1,633,789
Yum! Brands, Inc.		6,093			326,402
					2,044,939
Household Durables - 0.2%
Garmin Ltd. - ADR (Switzerland)		2,841			97,702
Whirlpool Corp.		1,275			64,783
					162,485
Leisure Equipment & Products - 0.3%
Hasbro, Inc.		1,893			72,048
Mattel, Inc.		5,988			169,101
					241,149
Media - 1.3%
The McGraw-Hill Companies, Inc.		5,371			228,267
Omnicom Group, Inc.		3,945			175,474
Pearson plc - ADR (United Kingdom)		11,816			217,414
Thomson Reuters Corp.		14,193			421,106
					1,042,261
Multiline Retail - 0.8%
Kohl’s Corp.		2,611			138,409
Nordstrom, Inc.		2,033			103,053
Target Corp.		6,128			335,508
					576,970
Specialty Retail - 1.9%
Best Buy Co., Inc.		3,443			90,310
The Gap, Inc.		5,160			97,524
The Home Depot, Inc.		28,211			1,009,954
Limited Brands, Inc.		5,193			221,793
Staples, Inc.		6,779			101,414
					1,520,995
Textiles, Apparel & Luxury Goods - 0.3%
VF Corp.		1,837			253,910
Total Consumer Discretionary					6,080,191

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples - 22.6%
Beverages - 5.8%
Brown-Forman Corp. - Class B		1,836		$	137,204
The Coca-Cola Co.		39,382			2,690,578
PepsiCo, Inc.		27,625			1,738,994
					4,566,776
Food & Staples Retailing - 3.6%
Delhaize Group S.A. - ADR (Belgium)		1,359			88,783
SYSCO Corp.		9,921			275,010
Wal-Mart Stores, Inc.		43,892			2,489,554
					2,853,347
Food Products - 4.3%
Archer-Daniels-Midland Co.		8,119			234,964
Campbell Soup Co.		5,642			187,597
ConAgra Foods, Inc.		3,952			100,104
General Mills, Inc.		11,319			436,121
H.J. Heinz Co.		5,512			294,561
The Hershey Co.		3,837			219,591
Hormel Foods Corp.		3,495			102,998
The J.M. Smucker Co.		1,958			150,805
Kellogg Co.		6,427			348,408
Kraft Foods, Inc. - Class A		28,842			1,014,662
McCormick & Co., Inc. - NVS		2,240			108,774
Sara Lee Corp.		10,902			194,056
					3,392,641
Household Products - 4.5%
Clorox Co.		1,191			79,725
Colgate-Palmolive Co.		6,401			578,458
Kimberly-Clark Corp.		6,859			478,141
The Procter & Gamble Co.		37,409			2,393,802
					3,530,126
Personal Products - 0.1%
Avon Products, Inc.		6,648			121,525
Tobacco - 4.3%
Altria Group, Inc.		37,034			1,020,287
Lorillard, Inc.		2,583			285,835
Philip Morris International, Inc.		29,654			2,071,925
					3,378,047
Total Consumer Staples					17,842,462

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy - 15.5%
Oil, Gas & Consumable Fuels - 15.5%
BP plc - ADR (United Kingdom)		27,338		$	1,207,793
Chevron Corp.		28,899			3,035,840
ConocoPhillips		23,958			1,668,675
Exxon Mobil Corp.		34,644			2,705,350
Sasol Ltd. - ADR (South Africa)		9,516			430,504
Statoil ASA - ADR (Norway)		39,609			1,007,257
Total S.A. - ADR (France)		41,510			2,170,973
Total Energy					12,226,392
Financials - 0.4%
Insurance - 0.4%
Marsh & McLennan Companies, Inc.		9,391			287,552
Health Care - 21.6%
Health Care Equipment & Supplies - 1.2%
Baxter International, Inc.		7,985			439,015
Becton, Dickinson and Co.		2,952			230,935
Medtronic, Inc.		8,985			312,139
					982,089
Health Care Providers & Services - 0.2%
Cardinal Health, Inc.		2,877			127,365
Pharmaceuticals - 20.2%
Abbott Laboratories		25,597			1,378,910
AstraZeneca plc - ADR (United Kingdom)		24,183			1,158,607
Bristol-Myers Squibb Co.		28,691			906,349
Eli Lilly & Co.		19,868			738,295
GlaxoSmithKline plc - ADR (United Kingdom)		44,025			1,971,880
Johnson & Johnson		48,495			3,122,593
Merck & Co., Inc.		52,403			1,807,903
Novartis AG - ADR (Switzerland)		23,417			1,322,358
Pfizer, Inc.		141,543			2,726,118
Sanofi - ADR (France)		23,184			828,828
					15,961,841
Total Health Care					17,071,295
Industrials - 11.9%
Aerospace & Defense - 4.2%
The Boeing Co.		6,402			421,188
General Dynamics Corp.		5,148			330,450
Honeywell International, Inc.		12,094			633,726
ITT Corp.		2,342			106,795
Lockheed Martin Corp.		4,604			349,444

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Aerospace & Defense (continued)
Northrop Grumman Corp.		5,055		$	291,926
Raytheon Co.		4,847			214,189
United Technologies Corp.		12,131			945,975
					3,293,693
Air Freight & Logistics - 0.8%
United Parcel Service, Inc. - Class B		8,687			610,175
Commercial Services & Supplies - 0.4%
Pitney Bowes, Inc.		3,514			71,615
Waste Management, Inc.		8,269			272,298
					343,913
Electrical Equipment - 1.8%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		31,083			584,671
Cooper Industries plc (Ireland)		3,022			158,534
Emerson Electric Co.		13,404			645,000
					1,388,205
Industrial Conglomerates - 3.1%
3M Co.		11,947			944,052
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		16,686			347,903
Siemens AG - ADR (Germany)		8,269			867,997
Tyco International Ltd. (Switzerland)		7,136			325,045
					2,484,997
Machinery - 1.0%
Dover Corp.		3,151			174,975
Eaton Corp.		3,056			136,970
Illinois Tool Works, Inc.		8,638			420,066
Stanley Black & Decker, Inc.		1,430			91,305
					823,316
Road & Rail - 0.3%
Norfolk Southern Corp.		3,126			231,293
Trading Companies & Distributors - 0.3%
Mitsui & Co. Ltd. - ADR (Japan)		857			252,815
Total Industrials					9,428,407
Information Technology - 10.0%
Communications Equipment - 1.1%
Harris Corp.		1,616			61,004
Nokia Corp. - ADR (Finland)		49,623			333,963
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		45,897			477,788
					872,755

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components - 0.2%
TE Connectivity Ltd. - ADR (Switzerland)		3,899		$	138,609
IT Services - 0.8%
Automatic Data Processing, Inc.		8,241			431,251
Paychex, Inc.		6,163			179,590
					610,841
Office Electronics - 0.7%
Canon, Inc. - ADR (Japan)		11,871			540,724
Semiconductors & Semiconductor Equipment - 4.8%
Analog Devices, Inc.		2,745			100,385
Applied Materials, Inc.		11,235			138,415
Intel Corp.		90,377			2,217,852
Linear Technology Corp.		3,996			129,111
STMicroelectronics N.V. - NY Shares (Switzerland)		8,249			57,166
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		89,486			1,129,313
					3,772,242
Software - 2.4%
Microsoft Corp.		72,929			1,942,099
Total Information Technology					7,877,270
Materials - 4.1%
Chemicals - 1.7%
Air Products & Chemicals, Inc.		1,898			163,494
E.I. du Pont de Nemours & Co.		15,871			762,919
International Flavors & Fragrances, Inc.		1,393			84,360
PPG Industries, Inc.		2,679			231,492
The Sherwin-Williams Co.		1,368			113,147
					1,355,412
Metals & Mining - 2.3%
BHP Billiton plc - ADR (United Kingdom)		25,044			1,577,021
Southern Copper Corp.		7,606			233,352
					1,810,373
Paper & Forest Products - 0.1%
International Paper Co.		3,865			107,061
Total Materials					3,272,846
Telecommunication Services - 2.5%
Diversified Telecommunication Services - 0.5%
Chunghwa Telecom Co. Ltd. - ADR (Taiwan)		12,040			404,905
Wireless Telecommunication Services - 2.0%
NTT DoCoMo, Inc. - ADR (Japan)		59,200			1,053,168

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
Philippine Long Distance Telephone Co. - ADR (Philippines)		2,816		$	156,401
Rogers Communications, Inc. - Class B (Canada)		7,764			282,221
Turkcell Iletisim Hizmetleri AS - ADR (Turkey)*		8,140			100,285
					1,592,075
Total Telecommunication Services					1,996,980
Utilities - 1.7%
Electric Utilities - 1.0%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)		7,601			129,521
Enersis S.A. - ADR (Chile)		9,012			176,906
Entergy Corp.		1,507			104,239
Exelon Corp.		8,851			392,896
					803,562
Independent Power Producers & Energy Traders - 0.2%
Empresa Nacional de Electricidad S.A. - ADR (Chile)		3,801			183,360
Multi-Utilities - 0.4%
Public Service Enterprise Group, Inc.		8,445			284,597
Water Utilities - 0.1%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		2,090			113,403
Total Utilities					1,384,922
TOTAL COMMON STOCKS (Identified Cost $78,296,012)					77,468,317
SHORT-TERM INVESTMENTS - 1.9%
Dreyfus Cash Management, Inc. - Institutional Shares1 , 0.05% (Identified Cost $1,458,116)		1,458,116			1,458,116
TOTAL INVESTMENTS - 99.9% (Identified Cost $79,754,128)					78,926,433
OTHER ASSETS, LESS LIABILITIES - 0.1%					101,811
NET ASSETS - 100%				$	79,028,244

ADR - American Depository Receipt

NVS - Non-Voting Shares

* Non-income producing security

¹  Rate shown is the current yield as of October 31, 2011.

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

Statement of Assets and Liabilities

October 31, 2011

ASSETS:
Investments, at value (identified cost $79,754,128) (Note 2)	$	78,926,433
Receivable for fund shares sold		142,180
Dividends receivable		80,145
Foreign tax reclaims receivable		189
TOTAL ASSETS		79,148,947
LIABILITIES:
Accrued management fees (Note 3)		16,719
Accrued fund accounting and administration fees (Note 3)		10,603
Accrued transfer agent fees (Note 3)		1,725
Accrued Chief Compliance Officer service fees (Note 3)		233
Payable for fund shares repurchased		43,575
Audit fees payable		29,207
Registration and filing fees payable		9,218
Other payables and accrued expenses		9,423
TOTAL LIABILITIES		120,703
TOTAL NET ASSETS	$	79,028,244
NET ASSETS CONSIST OF:
Capital stock	$	66,072
Additional paid-in-capital		79,503,499
Undistributed net investment income		152,467
Accumulated net realized gain on investments		133,901
Net unrealized depreciation on investments		(827,695	)
TOTAL NET ASSETS	$	79,028,244
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($79,028,244/6,607,241 shares)	$	11.96

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

Statement of Operations

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $11,653)	$	653,891
EXPENSES:
Management fees (Note 3)		97,846
Fund accounting and administration fees (Note 3)		40,037
Transfer agent fees (Note 3)		3,896
Chief Compliance Officer service fees (Note 3)		2,637
Directors’ fees (Note 3)		199
Audit fees		27,579
Registration and filing fees		26,189
Custodian fees		12,034
Printing fees		8,964
Miscellaneous		7,995
Total Expenses		227,376
Less reduction of expenses (Note 3)		(96,914	)
Net Expenses		130,462
NET INVESTMENT INCOME		523,429
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		151,167
Net change in unrealized appreciation (depreciation) on investments		(1,016,872	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(865,705	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(342,276	)

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

Statement of Changes in Net Assets

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	523,429			$	67,054
Net realized gain (loss) on investments			151,167				276,470
Net change in unrealized appreciation (depreciation) on investments			(1,016,872	)			(72,060	)
Net increase (decrease) from operations			(342,276	)			271,464
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(387,291	)			(65,478	)
From net realized gain on investments			(280,255	)			(765	)
Total distributions to shareholders			(667,546	)			(66,243	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			77,394,902				393,548
Net increase in net assets			76,385,080				598,769
NET ASSETS:
Beginning of year			2,643,164				2,044,395
End of year (including undistributed net investment income of $152,467 and $16,249, respectively)		$	79,028,244			$	2,643,164

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

Financial Highlights

	For the Years Ended								For the  Period 11/7/081 to 10/31/09
	10/31/11				10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.41			$	11.38			$	10.00
Income from investment operations:
Net investment income2			0.27				0.36				0.34
Net realized and unrealized gain on investments			0.88				1.02				1.22
Total from investment operations			1.15				1.38				1.56
Less distributions to shareholders:
From net investment income			(0.30	)			(0.35	)			(0.18	)
From net realized gain on investments			(1.30	)			—	3			—
Total distributions to shareholders			(1.60	)			(0.35	)			(0.18	)
Net asset value - End of period		$	11.96			$	12.41			$	11.38
Net assets - End of period (000’s omitted)		$	79,028			$	2,643			$	2,044
Total return4			10.17	%			12.32	%			15.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.60	%			0.60	%			0.60	%5
Net investment income			2.41	%			2.99	%			3.33	%5
Portfolio turnover			8	%			73	%			28	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
			0.45	%			5.01	%			6.21	%5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the periods.

³  Less than $0.01 per share.

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

⁵  Annualized.

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

Notes to Financial Statements

1. ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 100 million have been designated as Dividend Focus Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair 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 Series’ pricing service may be valued at fair value as 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”). 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.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and

15

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	6,080,191		$	6,080,191		$	—		$	—
Consumer Staples			17,842,462			17,842,462			—			—
Energy			12,226,392			12,226,392			—			—
Financials			287,552			287,552			—			—
Health Care			17,071,295			17,071,295			—			—
Industrials			9,428,407			9,428,407			—			—
Information Technology			7,877,270			7,877,270			—			—
Materials			3,272,846			3,272,846			—			—
Telecommunication Services			1,996,980			1,996,980			—			—
Utilities			1,384,922			1,384,922			—			—
Mutual funds			1,458,116			1,458,116			—			—
Total assets		$	78,926,433		$	78,926,433		$	—		$	—

* Includes common stock, warrants and rights.

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2010 or October 31, 2011.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04,“Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

16

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair 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 fair value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2011, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended October 31, 2009 and the years ended October 31, 2010 through October 31, 2011. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

17

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

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

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

The Advisor has contractually agreed, until at least February 28, 2012, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.60% of average daily net assets each year. Accordingly, the Advisor waived fees of $96,914 for the year ended October 31, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

18

Notes to Financial Statements (continued)

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 year ended October 31, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $77,754,487 and $1,996,564, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in shares of Dividend Focus Series were:

	For the Year Ended 10/31/11							For the Year Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		6,736,803			$	81,351,801			133,419			$	1,584,314
Reinvested		44,413				505,619			5,230				62,470
Repurchased		(386,985	)			(4,462,518	)		(105,342	)			(1,253,236	)
Total		6,394,231			$	77,394,902			33,307			$	393,548

At October 31, 2011, two omnibus accounts owned 3,590,853 shares of the Series (54.4% of shares outstanding) valued at $42,946,605. In addition, the Advisor owned 59,909 shares (0.9% of shares outstanding) valued at $716,509 and the retirement plan of the Advisor and its affiliates owned 132,712 shares of the Series (2% of shares outstanding) valued at $1,587,232. Investment activities of these shareholders may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, counterparty credit risk related to over the counter derivative 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 as of October 31, 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.

19

Notes to Financial Statements (continued)

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses including losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under in come tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	For the Year Ended 10/31/11			For the Year Ended 10/31/10
Ordinary income		$	467,218		$	66,177
Long-term capital gains			200,328			66

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	79,804,476
Unrealized appreciation	$	1,301,981
Unrealized depreciation		(2,180,024	)
Net unrealized depreciation	$	(878,043	)
Undistributed ordinary income		164,192
Undistributed long-term capital gains		172,524

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules including the unlimited carryover of future capital losses, which will retain their character as short-term and/or long-term losses. In general, the provisions of the Act will be effective for the Series’ fiscal year beginning after October 31, 2011. Relevant information regarding the impact of the Act on the Fund will be contained within this section of the Fund’s fiscal year ending October 31, 2012 financial statements.

20

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2011, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

21

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

For federal income tax purposes, the Series designates for the current fiscal year $424,759 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 81.31%.

22

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

23

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV
	Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

24

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

25

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

MNDIV-10/11-AR

OVERSEAS SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Amid the substantial increase in market volatility during the year, international equities generally declined in the twelve months through October 2011. Stocks rallied sharply in the last month of the period, but the Morgan Stanley Capital International (MSCI) All Country World ex U.S. (ACWIxUS) still lost ground over the past year, falling 4.66%.

The Overseas Series also experienced declines over the past twelve months, falling 5.61%. That being said, the Series continues to provide competitive absolute and relative results over the current international stock market cycle, which includes both a bull and a bear market. Over this current cycle, the Overseas Series has earned an annualized return of 11.37% compared to an 11.24% return for the MSCI ACWIxUS benchmark.

Over the last twelve months, the Overseas Series generally benefited from sector positioning while specific equity selections challenged relative performance. During the period the Series maintained a smaller allocation to the Financials sector as compared to the benchmark as concern over capital levels and asset quality continue to weigh on the long term outlook for the sector, particularly in the European banking industry. Defensive sectors generally outperformed during the year, and this helped the Series on a relative basis owing to its larger position in the Consumer Staples sector relative to the MSCI ACWIxUS index benchmark. A comparatively small position in the Telecommunication Services sector challenged the Series’ relative performance, but this was more than offset by advantageous sector positioning in other areas. With regard to equity selection, specific holdings in the Industrials sector challenged returns relative to the benchmark. As an example, certain airline company investments performed poorly, yet we believe the businesses we own are in a position to benefit from major capacity cuts throughout the struggling industry. In contrast, strong relative performance of holdings in the Materials sector helped relative returns, but this was unable to overcome weaker individual stock performance in other areas.

From a regional and country perspective, the Series’ underweight allocation to Emerging Markets relative to the benchmark was a positive relative performance contributor over the past year. Similarly, comparatively large positions in developed European nations such as Switzerland, Germany, and Ireland aided relative returns, but comparatively small positions to Japan and Korea offset some of this benefit. While the Overseas Series continues to have a small position in Emerging Markets relative to the MSCI ACWIxUS benchmark, the Series took advantage of long-term investment opportunities identified in countries including Brazil and China.

Today, growth is scarce and in our view companies cannot rely on a boost from the broader economy. As a result, we are targeting businesses that have well-defined, compelling long-term growth-drivers. In many cases, these are multinational companies that are successfully competing in foreign markets around the world. For example, we have invested in several premier Technology companies that are gaining share in large, growing markets and benefiting from long-term global trends such as growth in mobile data services, cloud computing, e-commerce, and increased wireless connectivity.

While our slow growth view remains in place, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget

1

Management Discussion and Analysis (unaudited)

debate) that broadly influenced investor confidence and risk appetite. Amidst the volatility, it is important to think about the long-term and focus on fundamentals. Manning & Napier has over four decades of experience navigating difficult market environments, and we believe our disciplined investment process makes us well-equipped to endure the challenges in today’s environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Performance Update as of October 31, 2011 (unaudited)

	Average Annual Total Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Overseas Series3,4		-5.61	%		0.51	%		8.41	%		8.85	%
Morgan Stanley Capital International (MSCI) All Country World Index ex U.S.5		-4.66	%		-0.37	%		7.61	%		5.84	%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series for the ten years ended October 31, 2011 to the MSCI All Country World Index ex U.S.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from September 23, 1998, the Collective’s inception date (see Note 4 below). Prior to 2001, the MSCI All Country World Index ex U.S. only published month-end numbers; therefore, performance numbers for the Index are calculated from September 30, 1998.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.75%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.76% for the year ended October 31, 2011.

⁴  For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans - International Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

⁵  The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Collective (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). Unlike Series returns, the Index returns do not reflect any fees or expenses.

3

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 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 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period* 5/1/11-10/31/11
Actual		$	1,000.00		$	813.10		$	3.43
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.42		$	3.82

* Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

4

Portfolio Composition as of October 31, 2011 (unaudited)

5

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS - 93.7%
Consumer Discretionary - 15.3%
Automobiles - 1.9%
Suzuki Motor Corp. (Japan)1		630,600		$	13,374,485
Toyota Motor Corp. (Japan)1		372,900			12,380,571
					25,755,056
Diversified Consumer Services - 0.5%
Anhanguera Educacional Participacoes S.A. (Brazil)		487,040			7,236,736
Hotels, Restaurants & Leisure - 2.4%
Accor S.A. (France)1		684,590			22,375,120
Ctrip.com International Ltd. - ADR (China)*		287,640			10,027,130
					32,402,250
Internet & Catalog Retail - 0.3%
Ocado Group plc (United Kingdom)*1		2,160,450			3,237,604
Media - 7.9%
Grupo Televisa S.A. - ADR (Mexico)		1,332,540			28,423,078
Imax Corp. (Canada)*		373,500			7,182,405
Liberty Global, Inc. - Class A (United States)*		345,720			13,891,030
Mediaset S.p.A. (Italy)1		2,008,820			7,401,347
Reed Elsevier plc (United Kingdom)1		817,070			6,994,784
Societe Television Francaise 1 (France)1		2,012,790			27,025,534
Virgin Media, Inc. - ADR (United Kingdom)		584,820			14,257,912
					105,176,090
Multiline Retail - 1.3%
Marks & Spencer Group plc (United Kingdom)1		3,242,880			16,719,011
Textiles, Apparel & Luxury Goods - 1.0%
Adidas AG (Germany)1		192,200			13,536,028
Total Consumer Discretionary					204,062,775
Consumer Staples - 20.0%
Beverages - 2.7%
Anheuser-Busch InBev N.V. (Belgium)1		375,380			20,817,130
Heineken N.V. (Netherlands)1		322,100			15,648,168
					36,465,298
Food & Staples Retailing - 6.9%
Carrefour S.A. (France)1		998,350			26,414,350
Distribuidora Internacional de Alimentacion S.A. (Spain)*1		805,180			3,682,192
Koninklijke Ahold N.V. (Netherlands)1		1,970,330			25,173,658
Tesco plc (United Kingdom)1		5,777,680			37,251,056
					92,521,256
Food Products - 7.4%
Danone S.A. (France)1		519,190			35,991,753

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

Investment Portfolio - October 31, 2011

		Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Nestle S.A. (Switzerland)1			450,010		$	26,027,542
Unilever plc - ADR (United Kingdom)			1,108,460			37,299,679
						99,318,974
Household Products - 1.0%
Reckitt Benckiser Group plc (United Kingdom)1			255,290			13,103,948
Personal Products - 2.0%
Beiersdorf AG (Germany)1			228,260			13,159,139
Natura Cosmeticos S.A. (Brazil)			677,890			13,227,314
						26,386,453
Total Consumer Staples						267,795,929
Energy - 9.0%
Energy Equipment & Services - 5.5%
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1			663,830			14,504,285
Petroleum Geo-Services ASA (Norway)1			578,500			6,285,273
Schlumberger Ltd. (United States)			531,720			39,065,468
Trican Well Service Ltd. (Canada)			757,730			13,402,337
						73,257,363
Oil, Gas & Consumable Fuels - 3.5%
Cameco Corp. (Canada)			964,270			20,664,306
Talisman Energy, Inc. (Canada)			1,881,460			26,690,589
						47,354,895
Total Energy						120,612,258
Financials - 6.1%
Commercial Banks - 3.0%
Banco Santander S.A. (Spain)1			2,288,280			19,367,686
HSBC Holdings plc (United Kingdom)1			2,300,960			20,076,563
						39,444,249
Diversified Financial Services - 2.0%
Deutsche Boerse AG (Germany)*1			474,510			26,152,044
Insurance - 1.1%
Mapfre S.A. (Spain)1			4,197,900			15,338,954
Total Financials						80,935,247
Health Care - 11.6%	��
Health Care Equipment & Supplies - 4.0%
Getinge AB - Class B (Sweden)1			411,520			10,675,274
Mindray Medical International Ltd. - ADR (China)			1,140,910			31,146,843

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Straumann Holding AG (Switzerland)1		67,650		$	11,908,203
					53,730,320
Health Care Providers & Services - 2.9%
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		4,783,500			6,154,394
Sonic Healthcare Ltd. (Australia)1		2,808,330			32,451,162
					38,605,556
Life Sciences Tools & Services - 4.7%
Lonza Group AG (Switzerland)1		693,650			46,140,426
QIAGEN N.V. (Netherlands)*1		936,500			13,025,568
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		314,540			3,909,732
					63,075,726
Total Health Care					155,411,602
Industrials - 11.8%
Aerospace & Defense - 1.0%
European Aeronautic Defence and Space Co. N.V. (Netherlands)1		443,080			13,061,665
Air Freight & Logistics - 1.5%
PostNL N.V. (Netherlands)1		1,333,300			6,751,020
TNT Express N.V. (Netherlands)1		1,534,980			13,023,627
					19,774,647
Airlines - 2.9%
Ryanair Holdings plc - ADR (Ireland)*		1,345,550			38,711,474
Commercial Services & Supplies - 0.5%
Edenred (France)1		248,630			7,013,118
Electrical Equipment - 1.1%
Nexans S.A. (France)1		85,500			5,378,171
Prysmian S.p.A. (Italy)1		624,260			9,437,058
					14,815,229
Machinery - 0.7%
Westport Innovations, Inc. (Canada)*		314,530			9,514,532
Marine - 0.4%
D/S Norden (Denmark)1		66,300			1,933,630
Diana Shipping, Inc. - ADR (Greece)*		197,870			1,628,470
Pacific Basin Shipping Ltd. (Bermuda)1		4,535,000			2,067,827
					5,629,927
Professional Services - 1.6%
Adecco S.A. (Switzerland)1		219,360			10,535,253

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Professional Services (continued)
Randstad Holding N.V. (Netherlands)1		305,070		$	10,830,753
					21,366,006
Road & Rail - 1.6%
All America Latina Logistica S.A. (Brazil)		4,288,850			21,458,614
Transportation Infrastructure - 0.5%
Groupe Eurotunnel S.A. (France)1		718,710			6,474,091
Total Industrials					157,819,303
Information Technology - 11.7%
Communications Equipment - 1.5%
Alcatel-Lucent - ADR (France)*		7,115,020			19,495,155
Internet Software & Services - 1.0%
Tencent Holdings Ltd. (China)1		572,000			13,228,976
IT Services - 6.4%
Amadeus IT Holding S.A. - Class A (Spain)1		561,580			10,583,815
Amdocs Ltd. - ADR (Guernsey)*		1,469,671			44,119,523
Cielo S.A. (Brazil)		458,540			12,240,375
Indra Sistemas S.A. (Spain)1		437,970			7,338,750
Redecard S.A. (Brazil)		692,690			11,514,910
					85,797,373
Semiconductors & Semiconductor Equipment - 2.2%
Advantest Corp. (Japan)1		889,100			10,347,957
Sumco Corp. (Japan)1		508,100			5,137,960
Tokyo Electron Ltd. (Japan)1		269,980			14,358,480
					29,844,397
Software - 0.6%
Misys plc (United Kingdom)1		1,662,550			7,785,745
Total Information Technology					156,151,646
Materials - 6.6%
Chemicals - 3.8%
Johnson Matthey plc (United Kingdom)1		747,980			22,498,437
Shin-Etsu Chemical Co. Ltd. (Japan)1		127,700			6,558,007
Syngenta AG (Switzerland)1		69,380			21,141,544
					50,197,988
Construction Materials - 2.8%
CRH plc (Ireland)1		1,222,890			22,125,265
Holcim Ltd. (Switzerland)1		240,100			15,204,595
					37,329,860
Total Materials					87,527,848

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

Investment Portfolio - October 31, 2011

	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 1.6%
Diversified Telecommunication Services - 1.6%
Telenor ASA (Norway)1		1,215,640		$	21,653,873
TOTAL COMMON STOCKS (Identified Cost $1,356,064,924)					1,251,970,481
PREFERRED STOCKS - 0.8%
Consumer Staples - 0.8%
Household Products - 0.8%	��
Henkel AG & Co. KGaA (Germany)1 (Identified Cost $7,757,093)		184,270			10,953,945
SHORT-TERM INVESTMENTS - 5.6%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.05% (Identified Cost $73,983,731)		73,983,731			73,983,731
TOTAL INVESTMENTS - 100.1% (Identified Cost $1,437,805,748)					1,336,908,157
LIABILITIES, LESS OTHER ASSETS - (0.1%)					(720,847	)
NET ASSETS - 100%				$	1,336,187,310

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

* Non-income producing security

¹ A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

²  Rate shown is the current yield as of October 31, 2011.

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

United Kingdom - 13.4%; France - 12.3%.

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

Statement of Assets & Liabilities

October 31, 2011

ASSETS:
Investments, at value (identified cost $1,437,805,748) (Note 2)	$	1,336,908,157
Foreign currency (identified cost $7,004,213)		6,888,995
Receivable for fund shares sold		5,641,323
Dividends receivable		1,217,941
Foreign tax reclaims receivable		1,195,395
TOTAL ASSETS		1,351,851,811
LIABILITIES:
Accrued management fees (Note 3)		659,241
Accrued fund accounting and administration fees (Note 3)		47,562
Accrued transfer agent fees (Note 3)		1,280
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		29
Payable for securities purchased		13,903,649
Payable for fund shares repurchased		817,751
Other payables and accrued expenses		234,759
TOTAL LIABILITIES		15,664,501
TOTAL NET ASSETS	$	1,336,187,310
NET ASSETS CONSIST OF:
Capital stock	$	590,483
Additional paid-in-capital		1,376,150,485
Undistributed net investment income		35,228,119
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		25,156,476
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(100,938,253	)
TOTAL NET ASSETS	$	1,336,187,310
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,336,187,310/59,048,258 shares)	$	22.63

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

Statement of Operations

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $3,548,479)	$	43,273,406
EXPENSES:
Management fees (Note 3)		8,007,244
Fund accounting and administration fees (Note 3)		182,080
Directors’ fees (Note 3)		31,599
Transfer agent fees (Note 3)		4,177
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		251,280
Miscellaneous		199,687
Total Expenses		8,678,673
Less reduction of expenses (Note 3)		(137,029	)
Net Expenses		8,541,644
NET INVESTMENT INCOME		34,731,762
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		35,009,747
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $1,338,951)		(1,100,165	)
		33,909,582
Net change in unrealized appreciation (depreciation) on-
Investments		(166,411,423	)
Foreign currency and translation of other assets and liabilities		(136,128	)
		(166,547,551	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		(132,637,969	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(97,906,207	)

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

Statement of Changes in Net Assets

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	34,731,762			$	9,265,081
Net realized gain (loss) on investments and foreign currency (net of Brazilian tax of $1,338,951 and $0, respectively)			33,909,582				1,397,738
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(166,547,551	)			69,265,385
Net increase (decrease) from operations			(97,906,207	)			79,928,204
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income			(9,601,100	)			(4,177,043	)
From net realized gain on investments			(31,173	)			—
Total distributions to shareholders			(9,632,273	)			(4,177,043	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			525,453,301				394,080,109
Net increase in net assets			417,914,821				469,831,270
NET ASSETS:
Beginning of year			918,272,489				448,441,219
End of year (including undistributed net investment income of $35,228,119 and $9,250,387, respectively)		$	1,336,187,310			$	918,272,489

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

Financial Highlights

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	24.22			$	21.68			$	17.78			$	33.55			$	26.69
Income (loss) from investment operations:
Net investment income			0.75	1			0.32	1			0.36	1			0.34				0.40	1
Net realized and unrealized gain (loss) on investments			(2.09	)			2.41				4.35				(13.17	)			7.16
Total from investment operations			(1.34	)			2.73				4.71				(12.83	)			7.56
Less distributions to shareholders:
From net investment income			(0.25	)			(0.19	)			(0.42	)			(0.29	)			(0.17	)
From net realized gain on investments			—	2			—				(0.39	)			(2.65	)			(0.53	)
Total distributions to shareholders			(0.25	)			(0.19	)			(0.81	)			(2.94	)			(0.70	)
Net asset value - End of year		$	22.63			$	24.22			$	21.68			$	17.78			$	33.55
Net assets - End of year (000’s omitted)		$	1,336,187			$	918,272			$	448,441			$	174,371			$	216,637
Total return3			(5.61	%)			12.68	%			28.10	%			(41.58	%)			28.88	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.75	%			0.75	%			0.75	%			0.80	%			0.84	%
Net investment income			3.04	%			1.42	%			1.97	%			1.48	%			1.34	%
Portfolio turnover			37	%			36	%			49	%			43	%			54	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
			0.01	%			0.01	%			0.05	%			0.03	%			N/A

¹  Calculated based on average shares outstanding during the year.

²  Less than ($0.01) per share.

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

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

Notes to Financial Statements

1. ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 100 million have been designated as Overseas Series Class A common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair 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 Series’ pricing service may be valued at fair value as 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”). 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. In accordance with the procedures approved by the Board, the values of certain securities trading outside the U.S. were adjusted following the close of local trading using a factor from a third party vendor. The third party vendor uses statistical analyses and quantitative models,

15

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

which consider among other things subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, to determine the factors which are used to adjust local market prices. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	204,062,775		$	81,018,291		$	123,044,484		$	—
Consumer Staples			267,795,929			50,526,993			217,268,936			—
Energy			120,612,258			99,822,700			20,789,558			—
Financials			80,935,247			—			80,935,247			—
Health Care			155,411,602			35,056,575			120,355,027			—
Industrials			157,819,303			71,313,090			86,506,213			—
Information Technology			156,151,646			87,369,963			68,781,683			—
Materials			87,527,848			—			87,527,848			—
Telecommunication Services			21,653,873			—			21,653,873			—
Preferred securities:
Consumer Staples			10,953,945			—			10,953,945			—
Mutual funds			73,983,731			73,983,731			—			—
Total assets		$	1,336,908,157		$	499,091,343		$	837,816,814		$	—

* Includes common stock, warrants and rights. Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

16

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair 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 fair value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

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

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

17

Notes to Financial Statements (continued)

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 years ended October 31, 2008 through October 31, 2011. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least February 28, 2012, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. Accordingly, the Advisor waived fees of $137,029 for the year ended October 31, 2011, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

18

Notes to Financial Statements (continued)

3. TRANSACTIONS WITH AFFILIATES (continued)

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2011, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $946,405,849 and $405,959,717, respectively. There were no purchases or sales of U.S. Government securities.

5. CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Overseas Series were:

	For the Year                 Ended 10/31/11							For the Year                 Ended 10/31/10
	Shares			Amount				Shares			Amount
Sold		25,644,794			$	638,310,503			20,854,822			$	474,864,322
Reinvested		347,072				8,409,551			149,986				3,353,687
Repurchased		(4,851,651	)			(121,266,753	)		(3,776,695	)			(84,137,900	)
Total		21,140,215			$	525,453,301			17,228,113			$	394,080,109

At October 31, 2011, the retirement plan of the Advisor and its affiliates owned 168,543 shares of the Series (0.3% of shares outstanding) valued at $3,814,133.

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 derivative 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 as of October 31, 2011.

19

Notes to Financial Statements (continued)

7. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the U.S. Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses and passive foreign investment company (PFIC) gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2011, $847,070 was reclassified within the capital amounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	For the Year Ended 10/31/11			For the Year Ended 10/31/10
Ordinary income		$	9,632,273		$	4,177,043

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,446,757,802
Unrealized appreciation	$	57,719,748
Unrealized depreciation		(167,569,393	)
Net unrealized depreciation	$	(109,849,645	)
Undistributed ordinary income		35,958,284
Undistributed long-term gain		33,263,147

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules including the unlimited carryover of future capital losses, which will retain their character as short-term and/or long-term losses. In general, the provisions of the Act will be effective for the Series’ fiscal year beginning after October 31, 2011.

20

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2011, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

21

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

For federal income tax purposes, the Series designates for the current fiscal year $10,108,124 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 1.61%.

The Series has elected to pass through to its shareholders, foreign source income of $45,674,438 and foreign taxes paid of $1,146,957 for the year ended October 31, 2011.

22

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating
	Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

23

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

24

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

25

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

MNOVS-10/11-AR

PRO-BLEND^® CONSERVATIVE TERM SERIES

PRO-BLEND^® MODERATE TERM SERIES

PRO-BLEND^® EXTENDED TERM SERIES

PRO-BLEND^® MAXIMUM TERM SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Market momentum has been driven by sentiment and macroeconomic news over the past twelve months. The year started on a strong note, with equities rallying from the end of 2010 into the beginning of 2011 amid optimism about positive economic developments. However, the markets fluctuated during the second quarter as investors reacted to a series of external shocks, including the Middle East crisis and Japan natural disaster. Volatility accelerated significantly during the third quarter of 2011 driven by a combination of inconsistent economic data, a downgrade of the U.S. credit rating, and escalating tensions across much of Europe. These stresses resulted in widespread pessimism, a broad decline in investors’ risk appetite, and a notable market pull-back. Nonetheless, the ebb and flow continued into October, with stocks bouncing back meaningfully over the last month of the fiscal year.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ended October 2011, the S&P 500 Index gained 8.09%, aided by the double-digit rebound in October. Similar to domestic equities, international stocks experienced heightened volatility over the past year. However, foreign equity returns did not overcome the large third quarter market decline. The Morgan Stanley Capital International (MSCI) All Country World ex U.S. Index (ACWI x US) finished the year down 4.66%. While some volatility spilled over into the fixed income markets, in general bonds produced steadier returns, with the Barclay’s Capital Aggregate Bond Index earning 5.00% over the past year.

Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, all four Pro-Blend^® Series continue to provide competitive absolute returns for long-term investors. On a relative basis, the Conservative Term Series (i.e., the most fixed income oriented Series) has trailed its blended benchmark over the current stock market cycle. Relative returns of the Class C shares of the Moderate Term Series also trailed the blended benchmark over the current cycle. Meanwhile, the other Moderate Term Series share classes, the Extended Term Series, and the Maximum Term Series each continue to outperform their respective blended benchmarks over the most recent full cycle.

For the twelve months ending October 31, 2011, each of the Pro-Blend^® Series produced positive returns. However, all four lagged their respective blended benchmarks over the one-year period.

In such a volatile environment, Manning & Napier believes investment decision-making needs to be cognizant of the macro but driven by the micro. This means understanding the economic cycle is beneficial, but a focus on industry and company fundamentals remains as important as ever. While equity valuations are generally neutral, many well-positioned and growing companies are trading at attractive levels. Indeed, using our disciplined stock selection strategies, Manning & Napier continues to identify specific investment opportunities on a company by company basis. Consequently, over the past year each of the Pro-Blend Series maintained a higher allocation to equities than its blended benchmark. These higher relative allocations detracted from returns relative to the blended benchmarks.

Within the equity portion of the Pro-Blend Series’ portfolios, we continue to emphasize growth. In an environment in which growth is scarce and companies cannot rely on a boost from the broader economy, we are targeting those businesses that have well-defined, compelling long-term growth-drivers. In many cases, these are multinational companies that are successfully competing in foreign markets around the world. For example, we have invested in several premier Technology companies that are gaining share in large, growing markets and benefiting from long-term global trends such as growth in mobile data services, cloud computing, e-commerce, and increased wireless connectivity. As a result, all four of the Pro-Blend Series have larger positions in Technology relative to their respective blended benchmarks. Similarly, each of the Pro-Blend Series has a greater weight to the Consumer Staples sector than the benchmark as we continue to focus on first-class Consumer Staples companies that have a global presence and are expanding into faster-growing foreign markets. Both of these allocation decisions benefited the Pro-Blend Series’ relative results.

1

Management Discussion and Analysis (unaudited)

Meanwhile, individual stock selections were the primary reason for the Pro-Blend Series’ relative underperformance over the last year. In particular, security selections in the Industrials, Energy, and Consumer Discretionary sectors detracted from returns relative to the benchmarks over the one-year period. Within the Industrials sector, certain airline industry investments performed poorly, yet we believe the companies we own are in a position to benefit from major capacity cuts throughout the struggling industry. As for the Energy sector, we continue to favor specific oil services companies, as we see attractive long-term fundamentals in this area. When sentiment became overwhelmingly pessimistic during the summer, many of these companies were impacted by commodity price volatility and the broad slowdown in global growth expectations.

Within the fixed income portion of the Series’ portfolios, we continue to favor sectors such as corporate bonds. The Conservative Term Series, Moderate Term Series, and Extended Term Series maintained a relative overweight to investment grade corporate securities when compared to the blended benchmarks, with exposure to high yield bonds as well. The Maximum Term Series, with an average of just 15% in bonds, also had a noteworthy allocation to investment grade corporate bonds. In contrast, each of the Series maintained a relative underweight to Treasuries, as we do not have a positive outlook on the underlying fundamentals in the Treasury market. This overall positioning helped results during the first half of 2011 as corporate bonds performed relatively well. However, as volatility intensified during the summer and into the fall, Treasuries benefited from a flight to quality. Given the Series’ relatively low allocation to Treasuries, this hurt relative returns.

While our slow growth view remains in place, we remind investors that embedded in our outlook is the potential for shorter economic cycles and ongoing shifts in investor sentiment. A slow growth economy is more susceptible to shocks and we’ve witnessed several this year (i.e., Middle East crisis, Japan disaster, Eurozone debt flare-up, U.S. budget debate) that broadly influenced investor confidence and risk appetite. Amidst the volatility, it is important to think about the long-term and focus on fundamentals. Manning & Napier has over four decades of experience navigating difficult market environments, and we believe our disciplined investment process makes us well-equipped to endure the challenges in today’s environment.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

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

	Average Annual Total Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class S3		2.87	%		5.02	%		5.51	%		6.03	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class I3,4		3.07	%		5.23	%		5.77	%		6.31	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class C3,4		2.06	%		4.20	%		4.73	%		5.27	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class R3,4		2.61	%		4.77	%		5.28	%		5.81	%
Barclays Capital Intermediate U.S. Aggregate Bond Index5,7		3.74	%		6.08	%		5.16	%		6.03	%
5%/15%/80% Blended Index6,7		4.22	%		5.26	%		5.43	%		6.40	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2011 to the Barclays Capital Intermediate U.S. Aggregate Bond Index and a 5%/15%/80% Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series and Indices are calculated from November 1, 1995, the Class S inception date.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 0.89% for Class S, 0.69% for Class I, 1.69% for Class C and 1.19% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.89% for Class S, 0.69% for Class I, 1.69% for Class C and 1.19% for Class R for the year ended October 31, 2011.

⁴  For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S adjusted for expense differences.

⁵  The Barclays Capital Intermediate U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁶  The 5%/15%/80% Blended Index is 5% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 15% Russell 3000^® Index, and 80% Barclays Capital Intermediate U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁷  Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

3

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	991.80		$	4.52		0.90	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.67		$	4.58		0.90	%
Class I
Actual		$	1,000.00		$	992.80		$	3.52		0.70	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.68		$	3.57		0.70	%
Class C
Actual		$	1,000.00		$	987.30		$	8.52		1.70	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,016.64		$	8.64		1.70	%
Class R
Actual		$	1,000.00		$	990.80		$	6.02		1.20	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.16		$	6.11		1.20	%

4

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

* Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

5

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

As of October 31, 2011

Sector Allocation3
Financials	19.35	%
Consumer Discretionary	8.52	%
Industrials	6.34	%
Information Technology	5.65	%
Energy	3.83	%
Health Care	3.73	%
Consumer Staples	3.19	%
Materials	3.03	%
Telecommunication Services	0.88	%
Utilities	0.86	%

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

Top Five Stock Holdings4
Google, Inc. - Class A	0.80	%
Monsanto Co.	0.80	%
The Walt Disney Co.	0.79	%
The Charles Schwab Corp.	0.75	%
Cisco Systems, Inc.	0.72	%

⁴ As a percentage of total investments.

Top Five Bond Holdings5
Fannie Mae, 4.375%, 3/15/2013	3.17	%
Freddie Mac, 0.875%, 10/28/2013	2.99	%
Fannie Mae, 1.625%, 10/26/2015	1.90	%
Fannie Mae, 2.375%, 7/28/2015	1.52	%
Freddie Mac, 0.375%, 11/30/2012	1.39	%

⁵ As a percentage of total investments.

6

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS - 23.35%
Consumer Discretionary - 3.53%
Auto Components - 0.02%
Hankook Tire Co. Ltd. (South Korea)1		5,450		$	217,532
Automobiles - 0.21%
Suzuki Motor Corp. (Japan)1		4,700			99,683
Tesla Motors, Inc.*		4,490			131,871
Toyota Motor Corp. (Japan)1		2,600			86,322
Toyota Motor Corp. - ADR (Japan)		26,990			1,800,503
Yamaha Motor Co. Ltd. (Japan)1		12,200			174,753
					2,293,132
Distributors - 0.01%
Inchcape plc (United Kingdom)1		12,690			66,260
Diversified Consumer Services - 0.01%
Anhanguera Educacional Participacoes S.A. (Brazil)		2,310			34,323
Grand Canyon Education, Inc.*		3,680			60,021
					94,344
Hotels, Restaurants & Leisure - 0.44%
Accor S.A. (France)1		14,180			463,459
Carnival Corp.		101,750			3,582,617
Ctrip.com International Ltd. - ADR (China)*		5,000			174,300
Hyatt Hotels Corp. - Class A*		6,380			237,272
Intercontinental Hotels Group plc (United Kingdom)1		15,500			286,068
Thomas Cook Group plc (United Kingdom)1		36,860			30,585
TUI Travel plc (United Kingdom)1		20,420			55,878
					4,830,179
Household Durables - 0.08%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		25,250			34,843
DR Horton, Inc.		8,790			97,833
Lennar Corp. - Class A		16,150			267,121
LG Electronics, Inc. (South Korea)1		1,100			72,822
NVR, Inc.*		150			96,413
Rodobens Negocios Imobiliarios S.A. (Brazil)		17,780			112,779
Toll Brothers, Inc.*		11,860			206,838
					888,649
Internet & Catalog Retail - 0.28%
Amazon.com, Inc.*		14,440			3,083,084
Blue Nile, Inc.*		970			43,776
Ocado Group plc (United Kingdom)*1		26,230			39,308
					3,166,168
Media - 2.39%
AMC Networks, Inc. - Class A*		76,590			2,498,366

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Grupo Televisa S.A. - ADR (Mexico)		6,070		$	129,473
Imax Corp. (Canada)*		8,690			167,109
Liberty Global, Inc. - Class A*		57,030			2,291,465
Mediaset Espana Comunicacion S.A. (Spain)1		48,350			319,971
Mediaset S.p.A. (Italy)1		4,980			18,348
News Corp. - Class A		202,230			3,543,070
Reed Elsevier plc (United Kingdom)1		7,380			63,179
Reed Elsevier plc - ADR (United Kingdom)		1,308			44,721
Societe Television Francaise 1 (France)1		16,930			227,317
Time Warner, Inc.		207,750			7,269,173
Virgin Media, Inc. - ADR (United Kingdom)		34,770			847,693
The Walt Disney Co.		245,120			8,549,786
Wolters Kluwer N.V. (Netherlands)1		3,680			64,933
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		61,000			189,931
					26,224,535
Multiline Retail - 0.02%
Marks & Spencer Group plc (United Kingdom)1		18,990			97,905
PPR (France)1		745			115,606
					213,511
Specialty Retail - 0.06%
Chico’s FAS, Inc.		5,560			68,722
Dick’s Sporting Goods, Inc.*		5,330			208,350
The Finish Line, Inc. - Class A		5,670			113,967
Group 1 Automotive, Inc.		1,410			64,240
Inditex S.A. (Spain)1		900			81,702
KOMERI Co. Ltd. (Japan)1		1,500			47,259
Penske Automotive Group, Inc.		2,810			57,296
Sonic Automotive, Inc. - Class A		4,020			58,973
					700,509
Textiles, Apparel & Luxury Goods - 0.01%
Adidas AG (Germany)1		1,530			107,753
Total Consumer Discretionary					38,802,572
Consumer Staples - 2.37%
Beverages - 0.68%
Anheuser-Busch InBev N.V. (Belgium)1		67,890			3,764,918
Boston Beer Co., Inc. - Class A*		1,030			91,134
C&C Group plc (Ireland)1		20,630			83,086
Central European Distribution Corp.*		5,230			28,242
The Coca-Cola Co.		46,640			3,186,445

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Diageo plc (United Kingdom)1		11,380		$	235,518
Heineken N.V. (Netherlands)1		2,200			106,880
					7,496,223
Food & Staples Retailing - 0.41%
Carrefour S.A. (France)1		9,650			255,320
Casino Guichard-Perrachon S.A. (France)1		1,100			103,001
Distribuidora Internacional de Alimentacion S.A. (Spain)*1		26,470			121,051
Koninklijke Ahold N.V. (Netherlands)1		9,120			116,520
The Kroger Co.		148,220			3,435,740
SUPERVALU, Inc.		11,870			95,197
Tesco plc (United Kingdom)1		58,505			377,206
					4,504,035
Food Products - 1.24%
Barry Callebaut AG (Switzerland)1		180			170,660
Flowers Foods, Inc.		4,110			82,981
Kraft Foods, Inc. - Class A		130,090			4,576,566
Nestle S.A. (Switzerland)1		60,550			3,502,073
Suedzucker AG (Germany)1		2,950			86,170
Unilever plc - ADR (United Kingdom)		155,830			5,243,679
					13,662,129
Household Products - 0.03%
Reckitt Benckiser Group plc (United Kingdom)1		6,610			339,289
Personal Products - 0.01%
Beiersdorf AG (Germany)1		930			53,614
Total Consumer Staples					26,055,290
Energy - 1.80%
Energy Equipment & Services - 1.09%
Baker Hughes, Inc.		72,155			4,184,268
Calfrac Well Services Ltd. (Canada)		5,040			156,244
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		5,950			130,004
ION Geophysical Corp.*		9,000			68,580
Key Energy Services, Inc.*		2,620			33,877
Petroleum Geo-Services ASA (Norway)1		7,500			81,486
Schlumberger Ltd.		58,960			4,331,791
Trican Well Service Ltd. (Canada)		18,600			328,987
Weatherford International Ltd. - ADR (Switzerland)*		173,934			2,695,977
					12,011,214
Oil, Gas & Consumable Fuels - 0.71%
Cameco Corp. (Canada)		3,780			81,005

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Hess Corp.		113,370		$	7,092,427
Paladin Energy Ltd. (Australia)*2		35,610			55,733
Repsol YPF S.A. (Spain)1		1,990			59,898
Royal Dutch Shell plc - Class B (Netherlands)1		2,646			94,933
Royal Dutch Shell plc - Class B - ADR (Netherlands)		2,580			185,244
Talisman Energy, Inc. (Canada)		8,420			119,447
Total S.A. (France)1		1,820			94,963
					7,783,650
Total Energy					19,794,864
Financials - 4.13%
Capital Markets - 1.46%
The Bank of New York Mellon Corp.3		172,901			3,679,333
The Charles Schwab Corp.		661,570			8,124,080
Evercore Partners, Inc. - Class A		2,190			60,094
GAM Holding AG (Switzerland)1		13,770			164,626
Greenhill & Co., Inc.		700			26,446
Lazard Ltd. - Class A (Bermuda)		1,590			43,471
State Street Corp.		97,600			3,942,064
					16,040,114
Commercial Banks - 0.38%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		12,920			116,797
Banco Santander S.A. (Spain)1		272,240			2,304,202
Banco Santander S.A. - ADR (Spain)		14,530			124,377
BNP Paribas S.A. (France)1		3,580			159,864
CIT Group, Inc.*		3,910			136,263
Credit Agricole S.A. (France)1		18,440			142,732
First Commonwealth Financial Corp.		56,190			259,036
HSBC Holdings plc (United Kingdom)1		8,500			74,165
HSBC Holdings plc - ADR (United Kingdom)		3,177			138,708
ICICI Bank Ltd. - ADR (India)		3,140			116,682
Societe Generale S.A. (France)1		3,050			87,327
Standard Chartered plc (United Kingdom)1		4,590			107,104
U.S. Bancorp		7,920			202,673
Wells Fargo & Co.		8,950			231,895
					4,201,825
Consumer Finance - 0.59%
American Express Co.		60,400			3,057,448
Discover Financial Services		144,790			3,411,252
					6,468,700

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Diversified Financial Services - 0.12%
Bank of America Corp.		9,980		$	68,163
CME Group, Inc.		790			217,692
Deutsche Boerse AG (Germany)*1		4,380			241,398
ING Groep N.V. (Netherlands)*1		185			1,595
JPMorgan Chase & Co.		6,430			223,507
JSE Ltd. (South Africa)1		26,204			231,344
Moody’s Corp.		8,360			296,696
					1,280,395
Insurance - 0.15%
Allianz SE (Germany)1		3,600			400,544
The Allstate Corp.		9,090			239,431
AXA S.A. (France)1		1,230			19,783
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		10,000			97,155
Mapfre S.A. (Spain)1		137,180			501,250
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		1,195			160,034
Zurich Financial Services AG (Switzerland)1		1,080			248,879
					1,667,076
Real Estate Investment Trusts (REITS) - 1.40%
Alexandria Real Estate Equities, Inc.		12,250			809,602
Alstria Office REIT AG (Germany)1		19,820			254,145
American Assets Trust, Inc.		4,740			96,080
American Campus Communities, Inc.		7,850			305,600
Apartment Investment & Management Co. - Class A		11,860			292,586
Associated Estates Realty Corp.		4,790			81,334
AvalonBay Communities, Inc.		1,690			225,936
BioMed Realty Trust, Inc.		78,030			1,413,123
Boston Properties, Inc.		7,900			782,021
Camden Property Trust		4,020			243,773
CBL & Associates Properties, Inc.		12,160			187,021
Cedar Shopping Centers, Inc.		24,260			89,034
Cogdell Spencer, Inc.		34,830			140,713
Coresite Realty Corp.		6,300			104,895
Corporate Office Properties Trust		43,080			1,044,690
CubeSmart		9,500			93,195
DiamondRock Hospitality Co.		8,570			77,558
Digital Realty Trust, Inc.		23,240			1,448,549
DuPont Fabros Technology, Inc.		55,200			1,147,608
Education Realty Trust, Inc.		10,730			99,252
Equity Lifestyle Properties, Inc.		3,510			232,116
Equity One, Inc.		3,910			67,056
Equity Residential		4,010			235,307

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
General Growth Properties, Inc.		12,790		$	188,013
HCP, Inc.		10,820			431,177
Health Care REIT, Inc.		5,910			311,398
Healthcare Realty Trust, Inc.		2,590			48,925
Home Properties, Inc.		6,300			371,070
Host Hotels & Resorts, Inc.		31,187			445,038
Kilroy Realty Corp.		4,450			163,271
Kimco Realty Corp.		6,910			120,718
LTC Properties, Inc.		3,500			99,260
The Macerich Co.		2,170			107,979
Mack-Cali Realty Corp.		2,170			60,890
Mid-America Apartment Communities, Inc.		3,820			238,368
Morguard Real Estate Investment Trust (Canada)		5,900			89,736
National Retail Properties, Inc.		6,620			180,395
Pebblebrook Hotel Trust		30,460			579,654
ProLogis, Inc.		4,000			119,040
Public Storage		2,040			263,262
Realty Income Corp.		5,150			172,061
Simon Property Group, Inc.		5,980			768,071
Sovran Self Storage, Inc.		7,260			320,892
Tanger Factory Outlet Centers		3,790			106,726
Taubman Centers, Inc.		1,850			113,275
UDR, Inc.		25,140			626,740
					15,397,153
Real Estate Management & Development - 0.02%
Forest City Enterprises, Inc. - Class A*		13,940			190,699
Thrifts & Mortgage Finance - 0.01%
Aareal Bank AG (Germany)*1		3,745			75,044
Total Financials					45,321,006
Health Care - 2.58%
Biotechnology - 0.15%
BioMarin Pharmaceutical, Inc.*		10,780			367,706
Dendreon Corp.*		28,750			314,525
Exact Sciences Corp.*		37,470			297,887
Myriad Genetics, Inc.*		32,660			695,005
					1,675,123
Health Care Equipment & Supplies - 1.10%
Abaxis, Inc.*		12,750			357,765
Alere, Inc.*		21,620			563,417
Becton, Dickinson and Co.		31,290			2,447,817

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
BioMerieux (France)1		3,940		$	341,874
Boston Scientific Corp.*		847,540			4,992,011
DexCom, Inc.*		26,280			257,281
Endologix, Inc.*		41,380			450,628
Getinge AB - Class B (Sweden)1		3,000			77,823
HeartWare International, Inc.*		5,740			389,918
Insulet Corp.*		36,550			596,496
Mindray Medical International Ltd. - ADR (China)		5,460			149,058
Quidel Corp.*		25,500			455,430
Sirona Dental Systems, Inc.*		5,920			283,568
Straumann Holding AG (Switzerland)1		2,305			405,741
Thoratec Corp.*		7,930			289,524
					12,058,351
Health Care Providers & Services - 0.11%
Amil Participacoes S.A. (Brazil)		12,540			126,945
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		49,330			63,467
China Cord Blood Corp. - ADR (Hong Kong)*		37,000			92,500
Odontoprev S.A. (Brazil)		15,910			250,394
Sonic Healthcare Ltd. (Australia)1		60,980			704,644
					1,237,950
Health Care Technology - 0.43%
Allscripts Healthcare Solutions, Inc.*		26,440			506,326
Cerner Corp.*		63,580			4,032,879
Computer Programs & Systems, Inc.		3,240			165,467
					4,704,672
Life Sciences Tools & Services - 0.56%
QIAGEN N.V. (Netherlands)*1		5,750			79,975
QIAGEN N.V. - ADR (Netherlands)*		244,640			3,371,139
Sequenom, Inc.*		53,440			265,597
Waters Corp.*		25,820			2,068,698
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		33,090			411,309
					6,196,718
Pharmaceuticals - 0.23%
Allergan, Inc.		3,870			325,544
AstraZeneca plc (United Kingdom)1		615			29,526
AstraZeneca plc - ADR (United Kingdom)		6,080			291,293
Bayer AG (Germany)1		4,310			274,599
GlaxoSmithKline plc (United Kingdom)1		5,525			123,994
Green Cross Corp. (South Korea)1		2,440			377,264
Novo Nordisk A/S - Class B (Denmark)1		1,220			129,523

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Optimer Pharmaceuticals, Inc.*		20,510		$	292,678
Sanofi (France)1		851			60,880
Shire plc (Ireland)1		5,745			180,310
UCB S.A. (Belgium)1		9,240			405,956
					2,491,567
Total Health Care					28,364,381
Industrials - 2.29%
Aerospace & Defense - 0.01%
European Aeronautic Defence and Space Co. N.V. (Netherlands)1		3,150			92,860
Air Freight & Logistics - 0.67%
FedEx Corp.		34,240			2,801,859
PostNL N.V. (Netherlands)1		11,430			57,875
TNT Express N.V. (Netherlands)1		11,430			96,978
United Parcel Service, Inc. - Class B		62,872			4,416,129
					7,372,841
Airlines - 0.42%
Copa Holdings S.A. - Class A (Panama)		1,770			122,254
Deutsche Lufthansa AG (Germany)1		6,570			89,264
Ryanair Holdings plc - ADR (Ireland)*		7,710			221,817
Southwest Airlines Co.		478,845			4,094,125
US Airways Group, Inc.*		6,470			37,332
					4,564,792
Commercial Services & Supplies - 0.05%
Edenred (France)1		9,260			261,197
Interface, Inc. - Class A		2,430			31,687
Tomra Systems ASA (Norway)1		38,250			280,469
					573,353
Construction & Engineering - 0.00%**
MYR Group, Inc.*		2,460			47,453
Electrical Equipment - 0.06%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		12,480			234,749
Acuity Brands, Inc.		1,160			53,708
Alstom S.A. (France)1		3,310			123,258
Nexans S.A. (France)1		840			52,838
Polypore International, Inc.*		1,610			84,445
Prysmian S.p.A. (Italy)1		2,500			37,793
Schneider Electric S.A. (France)1		2,080			122,137
					708,928

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Industrial Conglomerates - 0.04%
Siemens AG (Germany)1		4,080		$	427,669
Machinery - 0.47%
Astec Industries, Inc.*		1,300			43,225
FANUC Corp. (Japan)1		1,400			226,366
Flowserve Corp.		48,751			4,518,730
Graham Corp.		1,870			43,085
Titan International, Inc.		3,800			85,500
Wabash National Corp.*		11,870			81,903
Westport Innovations, Inc. (Canada)*		6,860			207,515
					5,206,324
Marine - 0.02%
Baltic Trading Ltd.		5,560			30,914
D/S Norden (Denmark)1		3,140			91,578
Pacific Basin Shipping Ltd. (Bermuda)1,4		28,000			12,767
Sinotrans Shipping Ltd. (Hong Kong)1		170,000			42,431
					177,690
Professional Services - 0.07%
The Advisory Board Co.*		7,890			483,263
Qualicorp S.A. (Brazil)*		26,490			242,088
					725,351
Road & Rail - 0.47%
All America Latina Logistica S.A. (Brazil)		72,640			363,443
Heartland Express, Inc.		5,930			79,521
Knight Transportation, Inc.		5,090			77,368
Norfolk Southern Corp.		59,930			4,434,221
RailAmerica, Inc.*		14,470			197,805
					5,152,358
Transportation Infrastructure - 0.01%
Groupe Eurotunnel S.A. (France)1		8,100			72,964
Total Industrials					25,122,583
Information Technology - 4.92%
Communications Equipment - 1.16%
Alcatel-Lucent - ADR (France)*		99,170			271,726
Cisco Systems, Inc.		421,408			7,808,690
Infinera Corp.*		71,690			524,054
Qualcomm, Inc.		79,790			4,117,164
					12,721,634

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Computers & Peripherals - 0.58%
Apple, Inc.*		900		$	364,302
EMC Corp.*		235,700			5,777,007
Immersion Corp.*		29,420			202,115
					6,343,424
Electronic Equipment, Instruments & Components - 0.41%
Corning, Inc.		291,190			4,161,105
Hitachi Ltd. (Japan)1		45,100			241,659
Keyence Corp. (Japan)1		600			152,526
					4,555,290
Internet Software & Services - 0.95%
The Active Network, Inc.*		12,500			168,000
comScore, Inc.*		19,750			416,922
Google, Inc. - Class A*		14,655			8,685,139
LogMeIn, Inc.*		11,000			447,370
Tencent Holdings Ltd. (China)1		11,800			272,905
Velti plc - ADR (Ireland)*		48,190			405,760
					10,396,096
IT Services - 0.86%
Amadeus IT Holding S.A. - Class A (Spain)1		10,650			200,715
Amdocs Ltd. - ADR (Guernsey)*		21,140			634,623
Cap Gemini S.A. (France)1		13,240			506,633
Cielo S.A. (Brazil)		10,400			277,620
Euronet Worldwide, Inc.*		12,000			232,440
Indra Sistemas S.A. (Spain)1		14,410			241,458
MasterCard, Inc. - Class A		10,390			3,607,824
Redecard S.A. (Brazil)		13,370			222,256
Visa, Inc. - Class A		37,570			3,503,778
					9,427,347
Semiconductors & Semiconductor Equipment - 0.07%
Advantest Corp. (Japan)1		15,100			175,744
Sumco Corp. (Japan)1		22,300			225,500
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		9,041			114,097
Tokyo Electron Ltd. (Japan)1		3,900			207,416
					722,757
Software - 0.89%
Autodesk, Inc.*		151,000			5,224,600
CommVault Systems, Inc.*		1,060			45,135
Electronic Arts, Inc.*		128,830			3,008,180
Misys plc (United Kingdom)1		13,260			62,097

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
RealPage, Inc.*		11,960		$	315,146
SAP AG (Germany)1		2,290			138,472
SolarWinds, Inc.*		15,080			435,209
SuccessFactors, Inc.*		9,950			265,665
Taleo Corp. - Class A*		10,450			338,580
					9,833,084
Total Information Technology					53,999,632
Materials - 1.21%
Chemicals - 1.08%
Arkema S.A. (France)1		2			136
BASF SE (Germany)1		5,010			365,709
Calgon Carbon Corp.*		9,140			145,783
Flotek Industries, Inc.*		8,380			62,347
Johnson Matthey plc (United Kingdom)1		9,480			285,148
Linde AG (Germany)1		1,490			236,042
Monsanto Co.		118,250			8,602,688
The Scotts Miracle-Gro Co. - Class A		1,300			63,063
Shin-Etsu Chemical Co. Ltd. (Japan)1		1,200			61,626
Syngenta AG (Switzerland)1		6,500			1,980,687
					11,803,229
Construction Materials - 0.03%
CRH plc (Ireland)1		8,380			151,616
Eagle Materials, Inc.		6,500			133,770
Holcim Ltd. (Switzerland)1		1,230			77,891
					363,277
Containers & Packaging - 0.09%
Owens-Illinois, Inc.*		50,754			1,019,140
Metals & Mining - 0.01%
United States Steel Corp.		1,870			47,423
Total Materials					13,233,069
Telecommunication Services - 0.49%
Diversified Telecommunication Services - 0.47%
France Telecom S.A. (France)1		4,780			85,939
Swisscom AG - ADR (Switzerland)5		3,150			126,819
Telefonica S.A. - ADR (Spain)		19,310			412,655
Telenor ASA (Norway)1		241,940			4,309,613
Telenor ASA - ADR (Norway)5		4,550			242,242
					5,177,268

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services - 0.02%
SK Telecom Co. Ltd. - ADR (South Korea)		11,320		$	167,423
Total Telecommunication Services					5,344,691
Utilities - 0.03%
Electric Utilities - 0.01%
E.ON AG (Germany)1		4,875			117,561
Independent Power Producers & Energy Traders - 0.00%**
GenOn Energy, Inc.*		14,269			43,520
Multi-Utilities - 0.01%
National Grid plc (United Kingdom)1		8,760			87,092
Water Utilities - 0.01%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		5,860			109,565
Total Utilities					357,738
TOTAL COMMON STOCKS (Identified Cost $247,831,102)					256,395,826
PREFERRED STOCKS - 0.35%
Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany)1		1,540			91,545
Financials - 0.34%
Commercial Banks - 0.10%
PNC Financial Services Group, Inc., Series K (non-cumulative), 8.25%6		180			181,864
Wells Fargo & Co., Series K (non-cumulative), 7.98%6		900			963,000
					1,144,864
Diversified Financial Services - 0.19%
Bank of America Corp., Series K (non-cumulative), 8.00%6		970			902,556
JPMorgan Chase & Co., Series 1 (non-cumulative), 7.90%6		1,125			1,211,299
					2,113,855
Real Estate Investment Trusts (REITS) - 0.05%
Public Storage, Series Q, 6.50%		18,560			489,427
Total Financials					3,748,146
TOTAL PREFERRED STOCKS (Identified Cost $3,815,960)					3,839,691

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS - 30.76%
Convertible Corporate Bonds - 0.05%
Financials - 0.04%
Real Estate Investment Trusts (REITS) - 0.04%
BioMed Realty LP7 , 3.75%, 1/15/2030		$	410,000		$	470,988
Information Technology - 0.01%
Computers & Peripherals - 0.01%
EMC Corp., 1.75%, 12/1/2013			40,000			63,650
Total Convertible Corporate Bonds (Identified Cost $526,610)						534,638
Non-Convertible Corporate Bonds - 30.71%
Consumer Discretionary - 4.84%
Auto Components - 0.03%
UCI International, Inc., 8.625%, 2/15/2019			295,000			290,575
Hotels, Restaurants & Leisure - 0.72%
International Game Technology, 7.50%, 6/15/2019			4,000,000			4,688,884
McDonald’s Corp., 5.80%, 10/15/2017			1,920,000			2,326,138
The Wendy’s Co., 10.00%, 7/15/2016			380,000			414,200
Wyndham Worldwide Corp., 9.875%, 5/1/2014			90,000			102,625
Wyndham Worldwide Corp., 6.00%, 12/1/2016			370,000			391,317
						7,923,164
Household Durables - 0.50%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020			820,000			842,223
Tupperware Brands Corp.7 , 4.75%, 6/1/2021			4,750,000			4,704,813
						5,547,036
Media - 3.12%
Cablevision Systems Corp., 8.625%, 9/15/2017			335,000			363,475
Columbus International, Inc. (Barbados)7 , 11.50%, 11/20/2014			130,000			134,550
Comcast Corp., 5.15%, 3/1/2020			8,000,000			9,141,608
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020			6,000,000			6,612,762
Discovery Communications LLC, 5.05%, 6/1/2020			6,580,000			7,291,364
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)7 , 7.50%, 3/15/2019			280,000			291,200
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			270,000			292,275
NBC Universal Media LLC, 5.15%, 4/30/2020			980,000			1,101,344
Sirius XM Radio, Inc.7 , 9.75%, 9/1/2015			235,000			254,975
Time Warner, Inc., 4.875%, 3/15/2020			6,000,000			6,527,832
Time Warner, Inc., 4.75%, 3/29/2021			715,000			776,226
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)7 , 8.125%, 12/1/2017			475,000			505,875
UPCB Finance III Ltd. (Cayman Islands)7 , 6.625%, 7/1/2020			490,000			487,550
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			270,000			300,375

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
XM Satellite Radio, Inc.7 , 7.625%, 11/1/2018		$	170,000		$	183,175
						34,264,586
Multiline Retail - 0.04%
Target Corp., 6.00%, 1/15/2018			325,000			393,578
Specialty Retail - 0.35%
DirectBuy Holdings, Inc.7 , 12.00%, 2/1/2017			315,000			89,775
The Home Depot, Inc., 5.40%, 3/1/2016			510,000			581,985
Lowe’s Companies, Inc., 6.10%, 9/15/2017			1,800,000			2,155,838
Rent-A-Center, Inc., 6.625%, 11/15/2020			385,000			386,925
Toys R Us Property Co. II LLC, 8.50%, 12/1/2017			605,000			639,031
						3,853,554
Textiles, Apparel & Luxury Goods - 0.08%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019			565,000			511,325
VF Corp., 5.95%, 11/1/2017			330,000			390,795
						902,120
Total Consumer Discretionary						53,174,613
Consumer Staples - 0.76%
Beverages - 0.10%
CEDC Finance Corp. International, Inc.7 , 9.125%, 12/1/2016			235,000			169,200
Constellation Brands, Inc., 7.25%, 9/1/2016			615,000			672,656
PepsiCo, Inc., 5.00%, 6/1/2018			110,000			127,850
PepsiCo, Inc., 7.90%, 11/1/2018			63,000			84,109
						1,053,815
Food Products - 0.63%
Kraft Foods, Inc., 6.125%, 2/1/2018			335,000			395,132
Kraft Foods, Inc., 5.375%, 2/10/2020			5,665,000			6,529,286
						6,924,418
Personal Products - 0.03%
Revlon Consumer Products Corp., 9.75%, 11/15/2015			335,000			359,288
Total Consumer Staples						8,337,521
Energy - 1.96%
Energy Equipment & Services - 0.89%
Baker Hughes, Inc., 7.50%, 11/15/2018			305,000			399,920
Calfrac Holdings LP7 , 7.50%, 12/1/2020			315,000			302,400
Schlumberger Oilfield plc (United Kingdom)7 , 4.20%, 1/15/2021			125,000			136,714
SESI LLC7 , 6.375%, 5/1/2019			280,000			285,600

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Thermon Industries, Inc., 9.50%, 5/1/2017		$	358,000		$	386,640
Trinidad Drilling Ltd. (Canada)7 , 7.875%, 1/15/2019			460,000			481,850
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019			6,000,000			7,824,162
						9,817,286
Oil, Gas & Consumable Fuels - 1.07%
Anadarko Petroleum Corp., 5.95%, 9/15/2016			2,950,000			3,390,190
Anadarko Petroleum Corp., 8.70%, 3/15/2019			1,220,000			1,592,190
Anadarko Petroleum Corp., 6.95%, 6/15/2019			3,000,000			3,616,431
Apache Corp., 6.90%, 9/15/2018			155,000			198,062
Arch Western Finance LLC, 6.75%, 7/1/2013			125,000			126,250
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.7 , 6.625%, 11/15/2019			370,000			380,175
Coffeyville Resources LLC - Coffeyville Finance, Inc.7 , 9.00%, 4/1/2015			80,000			86,200
Coffeyville Resources LLC - Coffeyville Finance, Inc.7 , 10.875%, 4/1/2017			85,000			96,263
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018			350,000			371,000
Energy XXI Gulf Coast, Inc., 9.25%, 12/15/2017			430,000			457,950
Hess Corp., 5.60%, 2/15/2041			265,000			298,994
Linn Energy LLC - Linn Energy Finance Corp., 7.75%, 2/1/2021			420,000			448,350
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018			180,000			186,750
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016			175,000			183,750
Tesoro Corp., 9.75%, 6/1/2019			255,000			286,875
						11,719,430
Total Energy						21,536,716
Financials - 14.52%
Capital Markets - 3.45%
The Charles Schwab Corp., 4.45%, 7/22/2020			7,000,000			7,406,616
Credit Suisse AG (Switzerland)7 , 2.60%, 5/27/2016			7,795,000			7,926,299
GFI Group, Inc.7 , 8.375%, 7/19/2018			285,000			265,050
Goldman Sachs Capital I, 6.345%, 2/15/2034			380,000			352,833
Goldman Sachs Capital II8 , 5.793%, 6/1/2043			1,500,000			1,027,500
The Goldman Sachs Group, Inc.9 , 3.25%, 6/15/2012			3,266,000			3,327,682
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			335,000			357,689
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			8,165,000			8,279,751
Jefferies Group, Inc., 8.50%, 7/15/2019			715,000			770,179
Merrill Lynch & Co., Inc., 6.05%, 8/15/2012			4,500,000			4,563,315
Morgan Stanley, 5.50%, 1/26/2020			2,650,000			2,611,042

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	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		$	1,000,000		$	987,593
						37,875,549
Commercial Banks - 4.59%
Bank of Montreal (Canada)7 , 1.30%, 10/31/2014			2,140,000			2,145,202
Bank of Nova Scotia (Canada)7 , 1.45%, 7/26/2013			520,000			524,326
Bank of Nova Scotia (Canada)7 , 1.65%, 10/29/2015			1,305,000			1,305,251
Barclays Bank plc (United Kingdom)7 , 2.50%, 9/21/2015			1,305,000			1,301,226
BNP Paribas Home Loan Covered Bonds S.A. (France)7 , 2.20%, 11/2/2015			1,305,000			1,255,364
Household Finance Co., 6.375%, 11/27/2012			515,000			535,181
Intesa Sanpaolo S.p.A. (Italy)7 , 6.50%, 2/24/2021			985,000			908,865
KeyBank National Association9 , 3.20%, 6/15/2012			3,476,000			3,542,270
KeyBank National Association, 5.45%, 3/3/2016			550,000			590,242
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			315,000			364,601
National Bank of Canada (Canada)7 , 2.20%, 10/19/2016			3,525,000			3,564,709
National City Corp., 6.875%, 5/15/2019			7,000,000			8,225,595
PNC Bank National Association, 5.25%, 1/15/2017			195,000			207,838
PNC Funding Corp.9 , 2.30%, 6/22/2012			7,246,000			7,347,212
Royal Bank of Canada (Canada)7 , 3.125%, 4/14/2015			1,150,000			1,206,498
Santander Issuances S.A. Unipersonal (Spain)7 , 5.911%, 6/20/2016			900,000			878,660
Societe Generale S.A. (France)7 , 5.75%, 4/20/2016			980,000			892,614
The Toronto-Dominion Bank (Canada)7 , 2.20%, 7/29/2015			1,305,000			1,336,893
The Toronto-Dominion Bank (Canada)7 , 1.625%, 9/14/2016			7,075,000			6,949,327
U.S. Bank National Association, 6.30%, 2/4/2014			100,000			110,386
USB Capital XIII Trust, 6.625%, 12/15/2039			210,000			215,830
Wachovia Corp., 5.25%, 8/1/2014			5,935,000			6,329,737
Wells Fargo & Co.9 , 3.00%, 12/9/2011			515,000			516,474
Wilmington Trust Corp., 8.50%, 4/2/2018			120,000			144,182
						50,398,483
Consumer Finance - 1.06%
American Express Co., 8.125%, 5/20/2019			7,025,000			9,042,166
American Express Co.8 , 6.80%, 9/1/2066			1,190,000			1,178,100
Credit Acceptance Corp., 9.125%, 2/1/2017			700,000			726,250
Discover Financial Services, 10.25%, 7/15/2019			580,000			696,567
						11,643,083
Diversified Financial Services - 2.95%
Bank of America Corp.9 , 3.125%, 6/15/2012			5,518,000			5,622,577
Bank of America Corp., 4.875%, 1/15/2013			1,800,000			1,818,340
Bank of America Corp., 5.75%, 8/15/2016			205,000			200,713
Bank of America Corp., 5.65%, 5/1/2018			460,000			460,616

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
Bank of America Corp., 7.625%, 6/1/2019		$	4,315,000		$	4,688,813
Bank of America Corp.10 , 5.13%, 2/24/2026			353,000			309,659
Citigroup Funding, Inc.9 , 1.875%, 10/22/2012			1,520,000			1,545,101
Citigroup, Inc.9 , 2.875%, 12/9/2011			5,388,000			5,403,291
Citigroup, Inc., 8.50%, 5/22/2019			7,080,000			8,760,919
JPMorgan Chase & Co., 6.30%, 4/23/2019			2,000,000			2,266,262
JPMorgan Chase & Co., 4.95%, 3/25/2020			1,255,000			1,315,977
						32,392,268
Insurance - 0.06%
American International Group, Inc., 4.25%, 5/15/2013			200,000			198,975
Fidelity National Financial, Inc., 6.60%, 5/15/2017			210,000			229,132
Hartford Financial Services Group, Inc.8 , 8.125%, 6/15/2038			235,000			238,525
						666,632
Real Estate Investment Trusts (REITS) - 2.41%
BioMed Realty LP, 3.85%, 4/15/2016			470,000			462,255
Boston Properties LP, 5.875%, 10/15/2019			5,150,000			5,682,057
Camden Property Trust, 5.70%, 5/15/2017			2,270,000			2,512,000
Digital Realty Trust LP, 5.25%, 3/15/2021			880,000			859,288
DuPont Fabros Technology LP, 8.50%, 12/15/2017			455,000			486,850
HCP, Inc., 6.70%, 1/30/2018			6,255,000			6,774,953
Health Care REIT, Inc., 6.20%, 6/1/2016			520,000			557,070
Mack-Cali Realty LP, 7.75%, 8/15/2019			315,000			374,165
National Retail Properties, Inc., 6.875%, 10/15/2017			280,000			310,364
Simon Property Group LP, 10.35%, 4/1/2019			6,180,000			8,401,444
						26,420,446
Total Financials						159,396,461
Health Care - 1.08%
Biotechnology - 0.66%
Amgen, Inc., 3.45%, 10/1/2020			7,000,000			7,252,910
Health Care Equipment & Supplies - 0.15%
Alere, Inc., 7.875%, 2/1/2016			330,000			326,700
Alere, Inc., 9.00%, 5/15/2016			407,000			411,070
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017			395,000			423,637
Fresenius US Finance II, Inc.7 , 9.00%, 7/15/2015			470,000			531,100
						1,692,507
Health Care Providers & Services - 0.18%
BioScrip, Inc., 10.25%, 10/1/2015			165,000			166,238
HCA, Inc., 8.00%, 10/1/2018			495,000			519,131

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
HCA, Inc., 6.50%, 2/15/2020		$	90,000		$	94,275
Health Management Associates, Inc., 6.125%, 4/15/2016			555,000			563,325
LifePoint Hospitals, Inc., 6.625%, 10/1/2020			260,000			271,050
STHI Holding Corp.7 , 8.00%, 3/15/2018			300,000			306,000
						1,920,019
Pharmaceuticals - 0.09%
Johnson & Johnson, 5.95%, 8/15/2037			160,000			215,221
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			525,000			617,020
Wyeth, 6.50%, 2/1/2034			155,000			205,088
						1,037,329
Total Health Care						11,902,765
Industrials - 3.95%
Aerospace & Defense - 0.29%
The Boeing Co., 6.00%, 3/15/2019			2,410,000			2,919,156
Ducommun, Inc.7 , 9.75%, 7/15/2018			295,000			303,850
						3,223,006
Air Freight & Logistics - 0.63%
Aguila 3 S.A. (Luxembourg)7 , 7.875%, 1/31/2018			570,000			558,600
FedEx Corp., 8.00%, 1/15/2019			4,690,000			6,090,298
United Parcel Service, Inc., 6.20%, 1/15/2038			180,000			239,256
						6,888,154
Airlines - 0.24%
Continental Airlines, Inc.7 , 6.75%, 9/15/2015			430,000			431,075
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022			132,360			133,683
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7 , 6.375%, 1/2/2016			395,000			361,425
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			135,000			125,213
Southwest Airlines Co., 5.25%, 10/1/2014			355,000			379,997
Southwest Airlines Co., 5.75%, 12/15/2016			1,070,000			1,181,317
						2,612,710
Building Products - 0.07%
Building Materials Corp. of America7 , 6.875%, 8/15/2018			175,000			182,000
Building Materials Corp. of America7 , 7.50%, 3/15/2020			85,000			90,525
Owens Corning, 9.00%, 6/15/2019			445,000			526,361
						798,886

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies - 0.40%
Clean Harbors, Inc., 7.625%, 8/15/2016		$	149,000		$	157,568
Garda World Security Corp. (Canada)7 , 9.75%, 3/15/2017			435,000			441,525
Waste Management, Inc., 7.375%, 3/11/2019			3,000,000			3,757,917
						4,357,010
Industrial Conglomerates - 1.41%
GE Capital Trust I8 , 6.375%, 11/15/2067			1,015,000			1,001,683
General Electric Capital Corp.9 , 3.00%, 12/9/2011			5,798,000			5,813,736
General Electric Capital Corp., 5.625%, 5/1/2018			1,800,000			1,990,210
General Electric Capital Corp., 5.50%, 1/8/2020			2,115,000			2,358,570
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			355,000			415,146
General Electric Co., 5.25%, 12/6/2017			180,000			205,077
Textron, Inc., 5.60%, 12/1/2017			3,150,000			3,254,533
Textron, Inc., 7.25%, 10/1/2019			350,000			388,248
						15,427,203
Machinery - 0.30%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			305,000			386,476
Dynacast International LLC - Dynacast Finance, Inc.7 , 9.25%, 7/15/2019			430,000			395,600
John Deere Capital Corp., 5.75%, 9/10/2018			2,060,000			2,465,552
						3,247,628
Marine - 0.05%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			605,000			579,287
Road & Rail - 0.56%
CSX Corp., 7.375%, 2/1/2019			4,000,000			5,058,620
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			935,000			940,544
Union Pacific Corp., 5.65%, 5/1/2017			175,000			203,039
						6,202,203
Total Industrials						43,336,087
Information Technology - 0.63%
Communications Equipment - 0.04%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			205,000			180,400
EH Holding Corp.7 , 6.50%, 6/15/2019			290,000			296,525
						476,925
Computers & Peripherals - 0.06%
International Business Machines Corp., 5.60%, 11/30/2039			535,000			673,200
Electronic Equipment, Instruments & Components - 0.38%
Corning, Inc., 6.625%, 5/15/2019			3,200,000			3,886,669

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
CPI International, Inc., 8.00%, 2/15/2018		$	275,000		$	243,375
						4,130,044
IT Services - 0.06%
The Western Union Co., 5.253%, 4/1/2020			590,000			632,538
Semiconductors & Semiconductor Equipment - 0.07%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			455,000			468,650
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			85,000			86,275
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.,10.50%, 4/15/2018			180,000			184,050
						738,975
Software - 0.02%
Microsoft Corp., 5.20%, 6/1/2039			190,000			230,366
Total Information Technology						6,882,048
Materials - 1.77%
Chemicals - 0.06%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			320,000			391,447
Rhodia S.A. (France)7 , 6.875%, 9/15/2020			265,000			299,119
						690,566
Containers & Packaging - 0.10%
Longview Fibre Paper & Packaging, Inc.7 , 8.00%, 6/1/2016			290,000			294,350
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC7 , 9.00%, 5/15/2018			190,000			183,825
Reynolds Group Issuer, Inc. - Reynolds Group Issuer L L C 7 ,7.125%, 4/15/2019			575,000			586,500
						1,064,675
Metals & Mining - 0.52%
Alcoa, Inc., 5.72%, 2/23/2019			2,032,000			2,037,214
Alcoa, Inc., 5.87%, 2/23/2022			295,000			291,497
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			930,000			898,673
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			925,000			1,130,073
Calcipar S.A. (Luxembourg)7 , 6.875%, 5/1/2018			440,000			409,200
FMG Resources August 2006 Pty, Ltd. (Australia)7 , 8.25%, 11/1/2019			135,000			136,350
FMG Resources August 2006 Pty. Ltd. (Australia)7 , 6.875%, 2/1/2018			395,000			379,200
Mirabela Nickel Ltd. (Australia)7 , 8.75%, 4/15/2018			465,000			413,850
						5,696,057
Paper & Forest Products - 1.09%
Georgia-Pacific LLC7 , 8.25%, 5/1/2016			480,000			532,243

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Paper & Forest Products (continued)
International Paper Co., 9.375%, 5/15/2019		$	8,500,000		$	10,899,720
International Paper Co., 7.50%, 8/15/2021			490,000			595,489
						12,027,452
Total Materials						19,478,750
Telecommunication Services - 0.38%
Diversified Telecommunication Services - 0.22%
Inmarsat Finance plc (United Kingdom)7 , 7.375%, 12/1/2017			675,000			722,250
Intelsat Jackson Holdings S.A. (Luxembourg)7 , 7.25%, 4/1/2019			430,000			432,150
Verizon Communications, Inc., 3.00%, 4/1/2016			475,000			499,889
Wind Acquisition Finance S.A. (Luxembourg)7 , 11.75%, 7/15/2017			160,000			158,400
Wind Acquisition Finance S.A. (Luxembourg)7 , 7.25%, 2/15/2018			630,000			607,950
						2,420,639
Wireless Telecommunication Services - 0.16%
CC Holdings GS V LLC - Crown Castle GS III Corp.7 , 7.75%, 5/1/2017			550,000			595,375
Crown Castle Towers LLC7 , 6.113%, 1/15/2020			390,000			430,947
Crown Castle Towers LLC7 , 4.883%, 8/15/2020			224,000			228,982
NII Capital Corp., 8.875%, 12/15/2019			230,000			241,500
SBA Tower Trust7 , 5.101%, 4/15/2017			200,000			217,900
						1,714,704
Total Telecommunication Services						4,135,343
Utilities - 0.82%
Electric Utilities - 0.74%
Allegheny Energy Supply Co. LLC7 , 5.75%, 10/15/2019			365,000			397,438
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013			1,800,000			1,893,969
Exelon Generation Co. LLC, 5.20%, 10/1/2019			5,000,000			5,376,960
Southwestern Electric Power Co., 6.45%, 1/15/2019			335,000			391,013
						8,059,380
Gas Utilities - 0.04%
Ferrellgas LP - Ferrellgas Finance Corp., 6.50%, 5/1/2021			490,000			438,550
Independent Power Producers & Energy Traders - 0.03%
The AES Corp., 8.00%, 10/15/2017			325,000			356,688

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		$	85,000 $		92,459
Total Utilities					8,947,077
Total Non-Convertible Corporate Bonds (Identified Cost $322,277,360)					337,127,381
TOTAL CORPORATE BONDS (Identified Cost $322,803,970)					337,662,019
MUTUAL FUNDS - 0.21%
iShares Dow Jones US Real Estate Index Fund			13,240		757,858
iShares iBoxx High Yield Corporate Bond Fund			17,480		1,560,614
TOTAL MUTUAL FUNDS (Identified Cost $2,289,867)					2,318,472
U.S. TREASURY SECURITIES - 5.47%
U.S. Treasury Notes - 5.47%
U.S. Treasury Note, 0.375%, 9/30/2012		$	13,000,000		13,025,389
U.S. Treasury Note, 0.625%, 2/28/2013			10,000,000		10,056,640
U.S. Treasury Note, 2.125%, 12/31/2015			13,800,000		14,588,104
U.S. Treasury Note, 2.00%, 4/30/2016			5,000,000		5,254,700
U.S. Treasury Note, 2.75%, 12/31/2017			12,650,000		13,690,665
U.S. Treasury Note, 3.75%, 11/15/2018			3,000,000		3,432,186
TOTAL U.S. TREASURY SECURITIES (Identified Cost $57,956,261)					60,047,684
ASSET-BACKED SECURITIES - 0.28%
FDIC Trust, Series 2011-R1, Class A7 , 2.672%, 7/25/2026			1,808,069		1,852,212
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A7 , 3.72%, 3/15/2023			700,000		705,600
Hertz Vehicle Financing LLC, Series 2009-2A, Class A27 , 5.29%, 3/25/2016			170,000		184,950
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27 , 3.74%, 2/25/2017			300,000		309,568
TOTAL ASSET-BACKED SECURITIES (Identified Cost $2,977,822)					3,052,330
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.14%
Americold LLC Trust, Series 2010-ARTA, Class A17 , 3.847%, 1/14/2029			470,472		491,773

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-2, Class A48 , 5.921%, 5/10/2045		$	100,000		$	111,743
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			1,500,000			1,653,065
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			900,000			990,010
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A48 , 5.903%, 9/11/2038			795,000			892,128
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			950,000			1,044,669
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27 , 3.759%, 4/15/2044			660,000			673,783
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A38 , 5.922%, 3/15/2049			100,000			110,609
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A48 , 5.943%, 6/10/2046			400,000			441,546
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17 , 3.156%, 7/10/2046			250,024			255,309
DBUBS Mortgage Trust, Series 2011-LC1A, Class A17 , 3.742%, 11/10/2046			991,032			1,031,663
FREMF Mortgage Trust, Series 2011-K701, Class B7,8 , 4.287%, 7/25/2048			1,000,000			927,609
FREMF Mortgage Trust, Series 2011-K702, Class B7,8 , 4.771%, 4/25/2044			1,430,000			1,421,895
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A48 , 6.073%, 7/10/2038			500,000			550,096
GS Mortgage Securities Corp. II, Series 2010-C2, Class A17 , 3.849%, 12/10/2043			1,273,699			1,325,976
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A48 , 5.455%, 1/12/2043			1,370,000			1,456,011
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A48 , 5.373%, 12/15/2044			325,000			363,042
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A48 , 6.072%, 4/15/2045			1,230,000			1,368,321
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A48 , 6.067%, 6/15/2038			1,290,000			1,441,748
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A7 , 3.913%, 6/25/2043			1,533,010			1,546,391
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A48 , 5.414%, 7/12/2046			100,000			109,055
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A8 , 5.23%, 9/15/2042			750,000			833,978
Morgan Stanley Capital I, Series 2011-C1, Class A27 , 3.884%, 9/15/2047			800,000			831,858
Vornado DP LLC, Series 2010-VNO, Class A2FX7 , 4.004%, 9/13/2028			155,000			157,323
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A48 , 5.379%, 10/15/2044			100,000			110,870
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A48 , 5.923%, 5/15/2043			100,000			109,465

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A38 , 6.011%, 6/15/2045		$	1,090,000		$	1,209,554
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27 , 4.393%, 11/15/2043			265,000			272,647
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27 , 3.791%, 2/15/2044			1,670,000			1,718,308
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $23,025,049)						23,450,445
FOREIGN GOVERNMENT BONDS - 0.15%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019		EUR	380,000			186,188
Republic of Italy (Italy), 2.125%, 10/5/2012		$	1,460,000			1,433,686
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $1,925,610)						1,619,874
U.S. GOVERNMENT AGENCIES - 32.77%
Mortgage-Backed Securities - 10.99%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020			7,389			8,056
Fannie Mae, Pool #816064, 4.50%, 4/1/2020			88,236			95,452
Fannie Mae, Pool #851149, 5.00%, 4/1/2021			100,525			108,418
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			3,792,342			4,122,948
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			248,278			270,078
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			306,144			333,004
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			2,291,803			2,491,596
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			398,826			433,819
Fannie Mae, Pool #899287, 5.00%, 2/1/2022			38,970			41,933
Fannie Mae, Pool #888815, 4.50%, 11/1/2022			346,566			370,684
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			4,079,086			4,434,689
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024			532,624			567,527
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024			785,794			837,288
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			240,778			261,191
Fannie Mae, Pool #357319, 6.00%, 12/1/2032			74,478			82,670
Fannie Mae, Pool #790393, 6.50%, 9/1/2034			1,712			1,915
Fannie Mae, Pool #745147, 4.50%, 12/1/2035			291,278			309,392
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			6,276,923			6,849,693
Fannie Mae, Pool #886904, 6.50%, 9/1/2036			581,539			646,928
Fannie Mae, Pool #901895, 6.50%, 9/1/2036			41,271			45,911
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			2,487,458			2,735,427
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			2,419,421			2,628,474
Fannie Mae, Pool #899393, 6.00%, 4/1/2037			81,792			89,844
Fannie Mae, Pool #939487, 5.00%, 6/1/2037			39,895			42,974
Fannie Mae, Pool #918516, 5.50%, 6/1/2037			1,233,226			1,339,784

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		$	913		$	1,012
Fannie Mae, Pool #950248, 6.00%, 10/1/2037			105,748			116,157
Fannie Mae, Pool #960196, 5.00%, 11/1/2037			19,907			21,444
Fannie Mae, Pool #933521, 5.00%, 1/1/2038			375,665			404,661
Fannie Mae, Pool #929084, 5.00%, 2/1/2038			145,264			156,476
Fannie Mae, Pool #972107, 5.00%, 2/1/2038			534,969			576,262
Fannie Mae, Pool #961950, 5.00%, 3/1/2038			7,167			7,869
Fannie Mae, Pool #973091, 5.00%, 3/1/2038			15,896			17,123
Fannie Mae, Pool #889260, 5.00%, 4/1/2038			270,017			290,859
Fannie Mae, Pool #912948, 5.00%, 5/1/2038			703,683			757,999
Fannie Mae, Pool #975840, 5.00%, 5/1/2038			416,378			448,517
Fannie Mae, Pool #976516, 5.00%, 5/1/2038			17,940			19,324
Fannie Mae, Pool #981636, 5.00%, 6/1/2038			14,148			15,240
Fannie Mae, Pool #981650, 5.00%, 6/1/2038			224,370			241,689
Fannie Mae, Pool #985554, 5.00%, 6/1/2038			38,795			41,789
Fannie Mae, Pool #982317, 6.00%, 6/1/2038			45,687			50,156
Fannie Mae, Pool #934329, 5.00%, 7/1/2038			218,785			235,673
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			9,171,956			10,086,285
Fannie Mae, Pool #986458, 6.00%, 8/1/2038			237,170			260,368
Fannie Mae, Pool #987831, 6.00%, 9/1/2038			726,061			797,079
Fannie Mae, Pool #988990, 6.00%, 9/1/2038			16,652			18,281
Fannie Mae, Pool #990897, 6.00%, 9/1/2038			1,210,256			1,328,634
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			1,121,009			1,232,759
Fannie Mae, Pool #983839, 5.00%, 11/1/2038			20,180			21,738
Fannie Mae, Pool #993920, 6.00%, 11/1/2038			377,942			414,910
Fannie Mae, Pool #257497, 6.00%, 12/1/2038			283,572			311,309
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038			262,861			288,572
Fannie Mae, Pool #971022, 5.00%, 1/1/2039			537,053			578,507
Fannie Mae, Pool #992293, 5.00%, 1/1/2039			174,110			187,549
Fannie Mae, Pool #994216, 5.00%, 1/1/2039			34,269			36,914
Fannie Mae, Pool #AA1717, 5.00%, 1/1/2039			257,765			277,661
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039			529,647			570,446
Fannie Mae, Pool #988811, 6.00%, 1/1/2039			241,747			265,392
Fannie Mae, Pool #983686, 5.00%, 2/1/2039			601,572			647,911
Fannie Mae, Pool #AA1686, 5.00%, 3/1/2039			153,793			165,640
Fannie Mae, Pool #AA4461, 5.00%, 3/1/2039			33,625			36,215
Fannie Mae, Pool #AA3636, 6.00%, 3/1/2039			321,073			352,177
Fannie Mae, Pool #AA5087, 5.00%, 4/1/2039			53,626			57,757
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039			2,474,074			2,687,849
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039			863,369			947,008
Fannie Mae, Pool #AC2881, 6.00%, 8/1/2039			144,062			158,153
Fannie Mae, Pool #AC1901, 5.00%, 9/1/2039			192,286			207,819
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039			414,512			446,443

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		$	986,193		$	1,062,160
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039			337,832			363,855
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040			737,655			794,477
Fannie Mae, Pool #AC8791, 5.00%, 1/1/2040			31,875			34,340
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			3,715,740			4,080,829
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039			8,395,222			9,257,924
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019			5,186			5,611
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,291,719			1,397,465
Freddie Mac, Pool #G11912, 5.50%, 3/1/2021			160,629			175,284
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			401,390			435,981
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			270,350			293,648
Freddie Mac, Pool #J06512, 5.00%, 12/1/2022			64,200			68,923
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023			29,220			31,503
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			225,933			244,979
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			397,591			431,854
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023			50,179			53,367
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			199,270			214,836
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034			5,146			5,794
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037			3,868,080			4,185,459
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037			435,744			476,808
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038			1,891,601			2,046,808
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038			8,015,107			8,770,437
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038			4,792,747			5,185,996
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038			2,083,013			2,253,275
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038			1,627,228			1,760,235
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038			4,829,936			5,224,727
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038			808,575			874,666
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038			3,552,008			3,847,892
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040			4,347,201			4,703,892
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040			3,912,472			4,233,493
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040			1,403,005			1,535,221
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040			886,713			970,276
GNMA, Pool #398655, 6.50%, 5/15/2026			775			885
GNMA, Pool #452826, 9.00%, 1/15/2028			1,983			2,408
GNMA, Pool #460820, 6.00%, 6/15/2028			9,388			10,569
GNMA, Pool #458983, 6.00%, 1/15/2029			19,323			21,755
GNMA, Pool #530481, 8.00%, 8/15/2030			16,043			19,084
GNMA, Pool #577796, 6.00%, 1/15/2032			11,712			13,152
GNMA, Pool #671304, 5.50%, 6/15/2037			89,216			99,135
GNMA, Pool #671531, 5.50%, 9/15/2037			57,345			63,721
GNMA, Pool #671161, 5.50%, 11/15/2037			251,947			279,959

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

Investment Portfolio - October 31, 2011

Pro-Blend® Conservative Term Series	Principal Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
GNMA, Pool #672715, 5.50%, 5/15/2038		$	167,997		$	186,623
Total Mortgage-Backed Securities (Identified Cost $118,890,221)						120,654,627
Other Agencies - 21.78%
Fannie Mae, 0.50%, 10/30/2012			8,000,000			8,023,904
Fannie Mae, 4.375%, 3/15/2013			32,396,000			34,194,432
Fannie Mae, 3.875%, 7/12/2013			11,000,000			11,664,125
Fannie Mae, 3.00%, 9/16/2014			11,000,000			11,754,391
Fannie Mae, 2.375%, 7/28/2015			15,500,000			16,370,031
Fannie Mae, 1.625%, 10/26/2015			20,000,000			20,513,580
Fannie Mae, 5.25%, 9/15/2016			9,500,000			11,296,631
Fannie Mae, 6.25%, 5/15/2029			2,334,000			3,181,102
Fannie Mae, 7.25%, 5/15/2030			2,102,000			3,175,321
Fannie Mae, 6.625%, 11/15/2030			2,220,000			3,178,241
Federal Farm Credit Bank, 5.125%, 8/25/2016			3,640,000			4,298,108
Federal Home Loan Bank, 3.625%, 10/18/2013			5,500,000			5,839,421
Federal Home Loan Bank, 5.00%, 11/17/2017			7,985,000			9,536,829
Freddie Mac, 0.375%, 11/30/2012			15,000,000			15,024,795
Freddie Mac, 0.875%, 10/28/2013			32,000,000			32,276,608
Freddie Mac, 2.875%, 2/9/2015			12,110,000			12,904,646
Freddie Mac, 1.75%, 9/10/2015			7,445,000			7,681,751
Freddie Mac, 5.125%, 10/18/2016			10,495,000			12,419,038
Freddie Mac, 5.50%, 8/23/2017			7,640,000			9,316,590
Freddie Mac, 6.75%, 3/15/2031			2,190,000			3,177,252
Freddie Mac, 6.25%, 7/15/2032			2,334,000			3,266,365
Total Other Agencies (Identified Cost $232,517,553)						239,093,161
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $351,407,774)						359,747,788
SHORT-TERM INVESTMENTS - 2.87%
Dreyfus Cash Management, Inc. - Institutional Shares11 , 0.05%, (Identified Cost $31,469,119)			31,469,119			31,469,119
TOTAL INVESTMENTS - 98.35% (Identified Cost $1,045,502,534)						1,079,603,248
OTHER ASSETS, LESS LIABILITIES - 1.65%						18,160,188
NET ASSETS - 100%					$	1,097,763,436

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

Investment Portfolio - October 31, 2011

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2011¹² :

Settlement Date	Contracts to Deliver		In Exchange For		Contracts At Value		Unrealized Appreciation
11/25/2011	EUR	190,000	$	262,970	$	262,838	$	132

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

** Less than 0.01%

¹  A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

² Traded on Canadian exchange.

³  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

⁴  Traded on Hong Kong exchange.

⁵ Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁶ The rate shown is fixed as of October 31, 2011; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2013 to 2018.

⁷ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $64,152,706, or 5.84%, of the Series’ net assets as of October 31, 2011.

⁸  The coupon rate is floating and is the effective rate as of October 31, 2011.

⁹ Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

¹⁰  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 October 31, 2011.

¹¹ Rate shown is the current yield as of October 31, 2011.

¹²  The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

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

October 31, 2011

ASSETS:
Investments, at value (identified cost $1,045,502,534) (Note 2)	$	1,079,603,248
Foreign currency (identified cost $211,802)		208,366
Receivable for fund shares sold		12,255,025
Interest receivable		6,989,654
Receivable for securities sold		6,515,171
Dividends receivable		136,956
Foreign tax reclaims receivable		110,026
Unrealized appreciation on foreign forward currency contracts (Note 2)		132
TOTAL ASSETS		1,105,818,578
LIABILITIES:
Accrued management fees (Note 3)		544,206
Accrued shareholder services fees (Class S) (Note 3)		142,710
Accrued fund accounting and administration fees (Note 3)		58,930
Accrued transfer agent fees (Note 3)		47,619
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		36,109
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		28
Payable for securities purchased		5,846,406
Payable for fund shares repurchased		1,228,878
Other payables and accrued expenses		150,026
TOTAL LIABILITIES		8,055,142
TOTAL NET ASSETS	$	1,097,763,436
NET ASSETS CONSIST OF:
Capital stock	$	874,320
Additional paid-in-capital		1,034,921,419
Undistributed net investment income		9,659,276
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		18,200,650
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		34,107,771
TOTAL NET ASSETS	$	1,097,763,436

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

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

October 31, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($870,692,508/66,170,296 shares)	$	13.16
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($181,344,844/16,875,240 shares)	$	10.75
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($42,897,865/4,115,543 shares)	$	10.42
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($2,828,219/270,938 shares)	$	10.44

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

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

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Interest	$	22,693,438
Dividends (net of foreign taxes withheld, $172,013)		4,348,923
Total Investment Income		27,042,361
EXPENSES:
Management fees (Note 3)		5,888,539
Shareholder services fees (Class S) (Note 3)		1,581,811
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		284,115
Fund accounting and administration fees (Note 3)		233,835
Transfer agent fees (Note 3)		179,083
Directors’ fees (Note 3)		26,100
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		3,440
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		84,348
Miscellaneous		311,716
Total Expenses		8,595,593
NET INVESTMENT INCOME		18,446,768
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		18,578,039
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $30,868)		(40,366	)
Forward foreign currency exchange contracts		1,818
		18,539,491
Net change in unrealized appreciation (depreciation) on-
Investments		(9,720,452	)
Foreign currency and translation of other assets and liabilities		925
Forward foreign currency exchange contracts		4,425
		(9,715,102	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		8,824,389
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	27,271,157

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

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

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	18,446,768			$	13,834,831
Net realized gain on investments and foreign currency (net of Brazilian tax of $30,868 and $0, respectively)			18,539,491				24,648,250
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(9,715,102	)			29,245,306
Net increase from operations			27,271,157				67,728,387
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(13,191,554	)			(6,599,872	)
From net investment income (Class I)			(3,512,349	)			(2,249,942	)
From net investment income (Class C)			(371,207	)			(60,752	)
From net investment income (Class R)			(4,541	)			—
From net realized gain on investments (Class S)			(17,869,909	)			—
From net realized gain on investments (Class I)			(4,243,177	)			—
From net realized gain on investments (Class C)			(600,819	)			—
From net realized gain on investments (Class R)			(201	)			—
Total distributions to shareholders			(39,793,757	)			(8,910,566	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			269,691,096				357,696,696
Net increase in net assets			257,168,496				416,514,517
NET ASSETS:
Beginning of year			840,594,940				424,080,423
End of year (including undistributed net investment income of $9,659,276 and $8,279,669, respectively)		$	1,097,763,436			$	840,594,940

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

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

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	13.37			$	12.21			$	11.13			$	12.74			$	12.35
Income (loss) from investment operations:
Net investment income			0.25	1			0.29	1			0.23	1			0.24				0.30
Net realized and unrealized gain (loss) on investments			0.12				1.07				1.07				(1.15	)			0.65
Total from investment operations			0.37				1.36				1.30				(0.91	)			0.95
Less distributions to shareholders:
From net investment income			(0.24	)			(0.20	)			(0.22	)			(0.27	)			(0.31	)
From net realized gain on investments			(0.34	)			—				—				(0.43	)			(0.25	)
Total distributions to shareholders			(0.58	)			(0.20	)			(0.22	)			(0.70	)			(0.56	)
Net asset value - End of year		$	13.16			$	13.37			$	12.21			$	11.13			$	12.74
Net assets - End of year (000’s omitted)		$	870,693			$	683,681			$	328,201			$	139,174			$	110,567
Total return2			2.87	%			11.26	%			11.83	%			(7.52	%)			7.95	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.89	%			0.90	%			0.90	%			0.92	%			0.99	%
Net investment income			1.87	%			2.28	%			1.97	%			2.33	%			2.73	%
Series portfolio turnover			25	%			42	%			47	%			45	%			49	%
*       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 years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%3			0.03	%			0.05	%			N/A

¹ Calculated based on average shares outstanding during the year.

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

³  Less than 0.01%.

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

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

	For the Years Ended												For the  Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.03			$	10.11			$	9.27			$	10.00
Income (loss) from investment operations:
Net investment income			0.22	2			0.26	2			0.21	2			0.06
Net realized and unrealized gain (loss) on investments			0.10				0.88				0.87				(0.74	)
Total from investment operations			0.32				1.14				1.08				(0.68	)
Less distributions to shareholders:
From net investment income			(0.26	)			(0.22	)			(0.24	)			(0.05	)
From net realized gain on investments			(0.34	)			—				—				—
Total distributions to shareholders			(0.60	)			(0.22	)			(0.24	)			(0.05	)
Net asset value - End of period		$	10.75			$	11.03			$	10.11			$	9.27
Net assets - End of period (000’s omitted)		$	181,345			$	139,399			$	95,879			$	77
Total return3			3.07	%			11.49	%			11.94	%			(6.81	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.69	%			0.70	%			0.70	%			0.70	%4
Net investment income			2.07	%			2.48	%			2.17	%			1.81	%4
Series portfolio turnover			25	%			42	%			47	%			45	%
*        The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%5			0.03	%			0.15	%4

¹ Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴ Annualized.

⁵  Less than 0.01%.

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

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

	For the Year  Ended 10/30/11				For the Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.73			$	10.00
Income from investment operations:
Net investment income2			0.11				0.12
Net realized and unrealized gain on investments			0.10				0.68
Total from investment operations			0.21				0.80
Less distributions to shareholders:
From net investment income			(0.18	)			(0.07	)
From net realized gain on investments			(0.34	)			—
Total distributions to shareholders			(0.52	)			(0.07	)
Net asset value - End of period		$	10.42			$	10.73
Net assets - End of period (000’s omitted)		$	42,898			$	17,514
Total return3			2.06	%			8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.69	%			1.70	%4
Net investment income			1.03	%			1.43	%4
Series portfolio turnover			25	%			42	%
*       The investment advisor did not impose all or a portion of its other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%4,5

¹  Commencement of operations.

² Calculated based on average shares outstanding during the period.

³ Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the period. 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. 41

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

	For the Year Ended 10/30/11				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.76			$	10.00
Income from investment operations:
Net investment income2			0.13				0.05
Net realized and unrealized gain on investments			0.13				0.71
Total from investment operations			0.26				0.76
Less distributions to shareholders:
From net investment income			(0.24	)			—
From net realized gain on investments			(0.34	)			—
Total distributions to shareholders			(0.58	)			—
Net asset value - End of period		$	10.44			$	10.76
Net assets - End of period (000’s omitted)		$	2,828			$	1
Total return3			2.61	%			7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.19	%			1.20	%4
Net investment income			1.31	%			1.51	%4
Series portfolio turnover			25	%			42	%

¹  Commencement of operations.

² Calculated based on average shares outstanding during the period.

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

⁴ Annualized.

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

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

	Average Annual Total Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class S3		2.78	%		3.36	%		5.68	%		6.90	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class I3,4		2.93	%		3.61	%		5.99	%		7.24	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class C3,4		1.97	%		2.59	%		4.94	%		6.18	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class R3,4		2.50	%		3.05	%		5.44	%		6.70	%
Barclays Capital U.S. Aggregate Bond Index5,7		5.00	%		6.41	%		5.46	%		6.19	%
10%/30%/60% Blended Index6,7		5.35	%		4.48	%		5.77	%		6.97	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S for the ten years ended October 31, 2011 to the Barclays Capital U.S. Aggregate Bond Index and a 10%/30%/60% Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from September 15, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from September 30, 1993.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 1.07% for Class S, 0.82% for Class I, 1.82% for Class C and 1.32% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for Class S, 0.82% for Class I, 1.82% for class C and 1.32% for Class R for the year ended October 31, 2011.

⁴  For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S adjusted for expense differences.

⁵  The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁶  The 10%/30%/60% Blended Index is 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see Note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁷  Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

43

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	956.70		$	5.33		1.08	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.76		$	5.50		1.08	%
Class I
Actual		$	1,000.00		$	958.10		$	4.10		0.83	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.02		$	4.23		0.83	%
Class C
Actual		$	1,000.00		$	953.00		$	9.01		1.83	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,015.98		$	9.30		1.83	%
Class R
Actual		$	1,000.00		$	955.60		$	6.51		1.32	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.55		$	6.72		1.32	%

44

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

* Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

45

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

As of October 31, 2011

Sector Allocation3
Financials	23.24	%
Consumer Discretionary	10.72	%
Information Technology	10.34	%
Industrials	8.76	%
Health Care	7.07	%
Energy	5.50	%
Consumer Staples	5.17	%
Materials	4.24	%
Telecommunication Services	1.83	%
Utilities	0.48	%

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

Top Ten Stock Holdings4
Google, Inc. - Class A	1.51	%
Monsanto Co.	1.47	%
The Walt Disney Co.	1.46	%
The Charles Schwab Corp.	1.37	%
Cisco Systems, Inc.	1.36	%
Time Warner, Inc.	1.23	%
Hess Corp.	1.23	%
Carnival Corp.	1.22	%
EMC Corp.	1.03	%
Autodesk, Inc.	0.90	%
4        As a percentage of total investments.

46

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS - 46.52%
Consumer Discretionary - 7.42%
Auto Components - 0.05%
Hankook Tire Co. Ltd. (South Korea)1		13,160		$	525,270
Automobiles - 0.41%
Suzuki Motor Corp. (Japan)1		9,500			201,487
Tesla Motors, Inc.*		8,810			258,750
Toyota Motor Corp. (Japan)1		5,200			172,644
Toyota Motor Corp. - ADR (Japan)		53,090			3,541,634
Yamaha Motor Co. Ltd. (Japan)1		24,400			349,506
					4,524,021
Distributors - 0.01%
Inchcape plc (United Kingdom)1		24,680			128,866
Diversified Consumer Services - 0.02%
Anhanguera Educacional Participacoes S.A. (Brazil)		4,490			66,715
Grand Canyon Education, Inc.*		7,790			127,055
					193,770
Hotels, Restaurants & Leisure - 1.39%
7 Days Group Holdings Ltd. - ADR (Cayman Islands)*		2,710			44,742
Accor S.A. (France)1		22,520			736,043
Carnival Corp.		380,790			13,407,616
Ctrip.com International Ltd. - ADR (China)*		16,200			564,732
Hyatt Hotels Corp. - Class A*		7,660			284,875
Intercontinental Hotels Group plc (United Kingdom)1		15,640			288,652
Thomas Cook Group plc (United Kingdom)1		71,740			59,528
TUI Travel plc (United Kingdom)1		39,870			109,101
					15,495,289
Household Durables - 0.14%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		55,360			76,392
DR Horton, Inc.		22,160			246,641
Lennar Corp. - Class A		23,140			382,736
LG Electronics, Inc. (South Korea)1		2,400			158,885
NVR, Inc.*		380			244,245
Rodobens Negocios Imobiliarios S.A. (Brazil)		36,860			233,803
Toll Brothers, Inc.*		13,210			230,382
					1,573,084
Internet & Catalog Retail - 0.53%
Amazon.com, Inc.*		26,840			5,730,608
Blue Nile, Inc.*		1,880			84,844
Ocado Group plc (United Kingdom)*1		51,510			77,192
					5,892,644

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media - 4.66%
AMC Networks, Inc. - Class A*		155,750		$	5,080,565
Grupo Televisa S.A. - ADR (Mexico)		21,710			463,074
Imax Corp. (Canada)*		22,710			436,713
Liberty Global, Inc. - Class A*		101,050			4,060,189
Mediaset Espana Comunicacion S.A. (Spain)1		119,970			793,939
Mediaset S.p.A. (Italy)1		12,340			45,466
News Corp. - Class A		386,620			6,773,582
Reed Elsevier plc (United Kingdom)1		17,510			149,900
Reed Elsevier plc - ADR (United Kingdom)		4,434			151,598
Societe Television Francaise 1 (France)1		37,310			500,958
Time Warner, Inc.		387,110			13,544,979
Virgin Media, Inc. - ADR (United Kingdom)		133,140			3,245,953
The Walt Disney Co.		459,580			16,030,150
Wolters Kluwer N.V. (Netherlands)1		8,395			148,129
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		135,390			421,553
					51,846,748
Multiline Retail - 0.04%
Marks & Spencer Group plc (United Kingdom)1		42,270			217,927
PPR (France)1		1,625			252,160
					470,087
Specialty Retail - 0.14%
Chico’s FAS, Inc.		15,830			195,659
Dick’s Sporting Goods, Inc.*		11,070			432,726
The Finish Line, Inc. - Class A		11,630			233,763
Group 1 Automotive, Inc.		2,890			131,668
Inditex S.A. (Spain)1		1,900			172,481
KOMERI Co. Ltd. (Japan)1		4,800			151,228
Penske Automotive Group, Inc.		5,780			117,854
Sonic Automotive, Inc. - Class A		8,250			121,027
					1,556,406
Textiles, Apparel & Luxury Goods - 0.03%
Adidas AG (Germany)1		4,150			292,271
Total Consumer Discretionary					82,498,456
Consumer Staples - 4.73%
Beverages - 1.37%
Anheuser-Busch InBev N.V. (Belgium)1		145,040			8,043,360
Boston Beer Co., Inc. - Class A*		2,040			180,499
C&C Group plc (Ireland)1		40,880			164,641
Central European Distribution Corp.*		10,440			56,376

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
The Coca-Cola Co.		86,800		$	5,930,176
Diageo plc (United Kingdom)1		22,700			469,793
Heineken N.V. (Netherlands)1		4,360			211,816
Kirin Holdings Co. Ltd. (Japan)1		15,200			185,965
					15,242,626
Food & Staples Retailing - 0.83%
Carrefour S.A. (France)1		23,260			615,413
Casino Guichard-Perrachon S.A. (France)1		2,420			226,603
Distribuidora Internacional de Alimentacion S.A. (Spain)*1		55,640			254,449
Koninklijke Ahold N.V. (Netherlands)1		32,290			412,549
The Kroger Co.		275,010			6,374,732
SUPERVALU, Inc.		22,500			180,450
Tesco plc (United Kingdom)1		182,805			1,178,618
					9,242,814
Food Products - 2.44%
Barry Callebaut AG (Switzerland)1		370			350,801
Danone S.A. (France)1		13,550			939,325
Flowers Foods, Inc.		8,085			163,236
Kraft Foods, Inc. - Class A		231,260			8,135,727
Nestle S.A. (Switzerland)1		131,880			7,627,635
Suedzucker AG (Germany)1		6,710			196,000
Unilever plc - ADR (United Kingdom)		288,829			9,719,096
					27,131,820
Household Products - 0.06%
Reckitt Benckiser Group plc (United Kingdom)1		13,150			674,985
Personal Products - 0.03%
Beiersdorf AG (Germany)1		3,150			181,597
Kao Corp. (Japan)1		3,300			86,573
					268,170
Total Consumer Staples					52,560,415
Energy - 3.55%
Energy Equipment & Services - 2.17%
Baker Hughes, Inc.		148,790			8,628,332
Calfrac Well Services Ltd. (Canada)		9,700			300,707
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		11,780			257,386
ION Geophysical Corp.*		18,000			137,160
Key Energy Services, Inc.*		5,150			66,589
Petroleum Geo-Services ASA (Norway)1		20,200			219,468
Schlumberger Ltd.		114,515			8,413,417

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Trican Well Service Ltd. (Canada)		40,240		$	711,744
Weatherford International Ltd. - ADR (Switzerland)*		345,600			5,356,800
					24,091,603
Oil, Gas & Consumable Fuels - 1.38%
Cameco Corp. (Canada)		18,770			402,241
Hess Corp.		215,310			13,469,794
Paladin Energy Ltd. (Australia)*2		70,110			109,728
Repsol YPF S.A. (Spain)1		4,650			139,964
Royal Dutch Shell plc - Class B (Netherlands)1		6,202			222,516
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,790			487,522
Talisman Energy, Inc. (Canada)		21,070			298,901
Total S.A. (France)1		3,960			206,622
					15,337,288
Total Energy					39,428,891
Financials - 7.90%
Capital Markets - 2.74%
The Bank of New York Mellon Corp.3		326,200			6,941,536
The Charles Schwab Corp.		1,226,600			15,062,648
Daiwa Securities Group, Inc. (Japan)1		7,000			24,493
Evercore Partners, Inc. - Class A		4,660			127,870
GAM Holding AG (Switzerland)1		28,740			343,598
Greenhill & Co., Inc.		1,580			59,692
Lazard Ltd. - Class A (Bermuda)		3,570			97,604
State Street Corp.		194,470			7,854,643
					30,512,084
Commercial Banks - 0.77%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		25,790			233,142
Banco Santander S.A. (Spain)1		498,470			4,218,981
Banco Santander S.A. - ADR (Spain)		35,980			307,989
BNP Paribas S.A. (France)1		6,840			305,439
CIT Group, Inc.*		7,700			268,345
Credit Agricole S.A. (France)1		35,180			272,305
First Commonwealth Financial Corp.		108,150			498,571
HSBC Holdings plc (United Kingdom)1		32,900			287,062
HSBC Holdings plc - ADR (United Kingdom)		11,272			492,136
ICICI Bank Ltd. - ADR (India)		6,650			247,114
Societe Generale S.A. (France)1		5,820			166,637
Standard Chartered plc (United Kingdom)1		9,470			220,976
U.S. Bancorp		21,120			540,461

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co.		17,330		$	449,020
					8,508,178
Consumer Finance - 1.09%
American Express Co.		112,180			5,678,552
Discover Financial Services		274,510			6,467,456
					12,146,008
Diversified Financial Services - 0.76%
Bank of America Corp.		21,820			149,031
CME Group, Inc.		2,510			691,656
Deutsche Boerse AG (Germany)*1		11,900			655,854
ING Groep N.V. (Netherlands)*1		4,775			41,165
JPMorgan Chase & Co.		14,900			517,924
JSE Ltd. (South Africa)1		62,480			551,610
Moody’s Corp.		163,540			5,804,035
					8,411,275
Insurance - 0.33%
Allianz SE (Germany)1		7,010			779,948
The Allstate Corp.		17,600			463,584
AXA S.A. (France)1		4,080			65,622
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		36,700			356,558
Mapfre S.A. (Spain)1		265,800			971,222
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,525			472,066
Zurich Financial Services AG (Switzerland)1		2,280			525,411
					3,634,411
Real Estate Investment Trusts (REITS) - 2.18%
Alexandria Real Estate Equities, Inc.		22,840			1,509,496
Alstria Office REIT AG (Germany)1		38,200			489,826
American Assets Trust, Inc.		12,960			262,699
American Campus Communities, Inc.		14,830			577,332
Apartment Investment & Management Co. - Class A		14,110			348,094
Associated Estates Realty Corp.		5,940			100,861
AvalonBay Communities, Inc.		2,130			284,760
BioMed Realty Trust, Inc.		145,340			2,632,107
Boston Properties, Inc.		9,380			928,526
Camden Property Trust		6,420			389,309
CBL & Associates Properties, Inc.		14,580			224,240
Cedar Shopping Centers, Inc.		24,870			91,273
Cogdell Spencer, Inc.		38,020			153,601
Coresite Realty Corp.		7,200			119,880
Corporate Office Properties Trust		85,490			2,073,133

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
CubeSmart		10,160		$	99,670
DiamondRock Hospitality Co.		16,490			149,235
Digital Realty Trust, Inc.		42,190			2,629,703
DuPont Fabros Technology, Inc.		106,480			2,213,719
Education Realty Trust, Inc.		32,910			304,417
Equity Lifestyle Properties, Inc.		4,600			304,198
Equity One, Inc.		4,860			83,349
Equity Residential		4,640			272,275
General Growth Properties, Inc.		24,360			358,092
HCP, Inc.		14,310			570,253
Health Care REIT, Inc.		10,390			547,449
Healthcare Realty Trust, Inc.		10,040			189,656
Home Properties, Inc.		10,250			603,725
Host Hotels & Resorts, Inc.		36,794			525,050
Kilroy Realty Corp.		5,360			196,658
Kimco Realty Corp.		7,000			122,290
LTC Properties, Inc.		3,850			109,186
The Macerich Co.		2,210			109,970
Mack-Cali Realty Corp.		8,170			229,250
Morguard Real Estate Investment Trust (Canada)		6,740			102,512
National Retail Properties, Inc.		7,560			206,010
Pebblebrook Hotel Trust		44,030			837,891
ProLogis, Inc.		4,050			120,528
Public Storage		2,870			370,373
Realty Income Corp.		5,880			196,451
Simon Property Group, Inc.		7,230			928,621
Sovran Self Storage, Inc.		12,950			572,390
Tanger Factory Outlet Centers		4,110			115,738
Taubman Centers, Inc.		1,890			115,725
UDR, Inc.		32,900			820,197
					24,189,718
Real Estate Management & Development - 0.02%
Forest City Enterprises, Inc. - Class A*		16,530			226,130
Thomas Properties Group, Inc.*		12,800			32,384
					258,514
Thrifts & Mortgage Finance - 0.01%
Aareal Bank AG (Germany)*1		8,370			167,722
Total Financials					87,827,910

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care - 5.56%
Biotechnology - 0.29%
BioMarin Pharmaceutical, Inc.*		21,010		$	716,651
Dendreon Corp.*		53,660			587,040
Exact Sciences Corp.*		72,990			580,271
Myriad Genetics, Inc.*		62,040			1,320,211
					3,204,173
Health Care Equipment & Supplies - 2.28%
Abaxis, Inc.*		28,140			789,608
Alere, Inc.*		46,300			1,206,578
Becton, Dickinson and Co.		70,480			5,513,650
BioMerieux (France)1		9,540			827,786
Boston Scientific Corp.*		1,647,190			9,701,949
DexCom, Inc.*		51,120			500,465
Endologix, Inc.*		80,480			876,427
Getinge AB - Class B (Sweden)1		6,300			163,429
HeartWare International, Inc.*		11,420			775,761
Insulet Corp.*		72,330			1,180,426
Mindray Medical International Ltd. - ADR (China)		15,430			421,239
Quidel Corp.*		66,180			1,181,975
Sirona Dental Systems, Inc.*		12,740			610,246
Straumann Holding AG (Switzerland)1		5,370			945,263
Thoratec Corp.*		18,980			692,960
					25,387,762
Health Care Providers & Services - 0.26%
Amil Participacoes S.A. (Brazil)		34,230			346,517
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		108,540			139,646
China Cord Blood Corp. - ADR (Hong Kong)*		80,000			200,000
Odontoprev S.A. (Brazil)		39,210			617,092
Sonic Healthcare Ltd. (Australia)1		140,860			1,627,683
					2,930,938
Health Care Technology - 1.00%
Allscripts Healthcare Solutions, Inc.*		166,610			3,190,582
Cerner Corp.*		119,998			7,611,473
Computer Programs & Systems, Inc.		6,110			312,038
					11,114,093
Life Sciences Tools & Services - 1.21%
Lonza Group AG (Switzerland)1		11,280			750,327
Luminex Corp.*		27,530			604,559
QIAGEN N.V. (Netherlands)*1		11,170			155,361
QIAGEN N.V. - ADR (Netherlands)*		491,560			6,773,697
Sequenom, Inc.*		100,990			501,920

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services (continued)
Waters Corp.*		47,980		$	3,844,158
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		64,660			803,724
					13,433,746
Pharmaceuticals - 0.52%
Allergan, Inc.		7,250			609,870
AstraZeneca plc (United Kingdom)1		1,890			90,737
AstraZeneca plc - ADR (United Kingdom)		11,950			572,525
Bayer AG (Germany)1		9,575			610,042
GlaxoSmithKline plc (United Kingdom)1		12,270			275,367
Green Cross Corp. (South Korea)1		5,640			872,036
Novo Nordisk A/S - Class B (Denmark)1		2,330			247,368
Optimer Pharmaceuticals, Inc.*		53,190			759,021
Sanofi (France)1		1,960			140,217
Shire plc (Ireland)1		16,965			532,456
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,400			108,195
UCB S.A. (Belgium)1		21,810			958,214
					5,776,048
Total Health Care					61,846,760
Industrials - 4.60%
Aerospace & Defense - 0.02%
European Aeronautic Defence and Space Co. N.V. (Netherlands)1		6,190			182,477
Air Freight & Logistics - 1.24%
FedEx Corp.		63,170			5,169,201
PostNL N.V. (Netherlands)1		25,340			128,306
TNT Express N.V. (Netherlands)1		25,340			214,999
United Parcel Service, Inc. - Class B		117,165			8,229,670
					13,742,176
Airlines - 0.83%
Copa Holdings S.A. - Class A (Panama)		5,710			394,390
Deutsche Lufthansa AG (Germany)1		15,825			215,007
Ryanair Holdings plc - ADR (Ireland)*		20,830			599,279
Southwest Airlines Co.		911,545			7,793,710
US Airways Group, Inc.*		34,650			199,931
					9,202,317
Commercial Services & Supplies - 0.11%
Edenred (France)1		22,340			630,145
Interface, Inc. - Class A		4,760			62,070
Tomra Systems ASA (Norway)1		72,750			533,441
					1,225,656

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Construction & Engineering - 0.01%
MYR Group, Inc.*		4,850		$	93,557
Electrical Equipment - 0.15%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		26,790			503,920
Acuity Brands, Inc.		2,150			99,545
Alstom S.A. (France)1		8,380			312,054
Nexans S.A. (France)1		1,630			102,531
Polypore International, Inc.*		6,160			323,092
Prysmian S.p.A. (Italy)1		5,300			80,121
Schneider Electric S.A. (France)1		3,960			232,530
					1,653,793
Industrial Conglomerates - 0.09%
Siemens AG (Germany)1		9,700			1,016,763
Machinery - 0.93%
Astec Industries, Inc.*		2,450			81,463
FANUC Corp. (Japan)1		2,800			452,733
Flowserve Corp.		91,890			8,517,284
Graham Corp.		3,710			85,478
Titan International, Inc.		8,050			181,125
Wabash National Corp.*		27,270			188,163
Westport Innovations, Inc. (Canada)*		29,170			882,393
					10,388,639
Marine - 0.03%
Baltic Trading Ltd.		10,880			60,493
D/S Norden (Denmark)1		6,410			186,947
Pacific Basin Shipping Ltd. (Bermuda)1,4		55,000			25,078
Sinotrans Shipping Ltd. (Hong Kong)1		320,000			79,871
					352,389
Professional Services - 0.17%
The Advisory Board Co.*		16,490			1,010,013
Qualicorp S.A. (Brazil)*		92,570			845,981
					1,855,994
Road & Rail - 0.98%
All America Latina Logistica S.A. (Brazil)		158,190			791,480
Heartland Express, Inc.		12,670			169,905
Knight Transportation, Inc.		11,570			175,864
Norfolk Southern Corp.		126,400			9,352,336
RailAmerica, Inc.*		31,860			435,526
					10,925,111

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Transportation Infrastructure - 0.04%
Groupe Eurotunnel S.A. (France)1		52,080		$	469,133
Total Industrials					51,108,005
Information Technology - 9.51%
Communications Equipment - 2.20%
Alcatel-Lucent - ADR (France)*		287,500			787,750
Cisco Systems, Inc.		806,614			14,946,557
Infinera Corp.*		139,190			1,017,479
Qualcomm, Inc.		149,330			7,705,428
					24,457,214
Computers & Peripherals - 1.12%
Apple, Inc.*		1,680			680,030
EMC Corp.*		461,940			11,322,149
Immersion Corp.*		67,000			460,290
					12,462,469
Electronic Equipment, Instruments & Components - 0.81%
Amphenol Corp. - Class A		10,120			480,599
Corning, Inc.		548,340			7,835,779
Hitachi Ltd. (Japan)1		90,000			482,246
Keyence Corp. (Japan)1		1,021			259,549
					9,058,173
Internet Software & Services - 1.78%
The Active Network, Inc.*		23,000			309,120
comScore, Inc.*		37,020			781,492
Google, Inc. - Class A*		27,966			16,573,770
LogMeIn, Inc.*		21,000			854,070
Tencent Holdings Ltd. (China)1		22,100			511,119
Velti plc - ADR (Ireland)*		89,230			751,317
					19,780,888
IT Services - 1.68%
Amadeus IT Holding S.A. - Class A (Spain)1		22,830			430,266
Amdocs Ltd. - ADR (Guernsey)*		49,560			1,487,791
Cap Gemini S.A. (France)1		25,790			986,864
Cielo S.A. (Brazil)		26,032			694,904
Euronet Worldwide, Inc.*		36,700			710,879
Indra Sistemas S.A. (Spain)1		29,140			488,278
MasterCard, Inc. - Class A		19,370			6,726,039
Redecard S.A. (Brazil)		37,150			617,562
Visa, Inc. - Class A		70,070			6,534,728
					18,677,311

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment - 0.16%
Advantest Corp. (Japan)1		28,100		$	327,047
Sumco Corp. (Japan)1		49,600			501,560
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		20,106			253,738
Tokyo Electron Ltd. (Japan)1		12,160			646,711
					1,729,056
Software - 1.76%
Autodesk, Inc.*		285,770			9,887,642
CommVault Systems, Inc.*		2,250			95,805
Electronic Arts, Inc.*		275,770			6,439,230
Misys plc (United Kingdom)1		29,898			140,013
RealPage, Inc.*		23,110			608,949
SAP AG (Germany)1		5,630			340,434
SolarWinds, Inc.*		28,990			836,651
SuccessFactors, Inc.*		19,570			522,519
Taleo Corp. - Class A*		21,250			688,500
					19,559,743
Total Information Technology					105,724,854
Materials - 2.12%
Chemicals - 2.05%
Arkema S.A. (France)1		20			1,359
BASF SE (Germany)1		11,500			839,452
Calgon Carbon Corp.*		21,105			336,625
Flotek Industries, Inc.*		17,290			128,638
Johnson Matthey plc (United Kingdom)1		20,640			620,829
Linde AG (Germany)1		2,980			472,084
Monsanto Co.		221,610			16,122,128
The Scotts Miracle-Gro Co. - Class A		3,070			148,926
Shin-Etsu Chemical Co. Ltd. (Japan)1		2,200			112,981
Syngenta AG (Switzerland)1		13,030			3,970,515
					22,753,537
Construction Materials - 0.06%
CRH plc (Ireland)1		16,100			291,291
Eagle Materials, Inc.		13,160			270,833
Holcim Ltd. (Switzerland)1		2,450			155,149
					717,273
Metals & Mining - 0.01%
United States Steel Corp.		3,460			87,746
Total Materials					23,558,556

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Telecommunication Services - 1.04%
Diversified Telecommunication Services - 0.98%
France Telecom S.A. (France)1		11,410		$	205,138
Swisscom AG - ADR (Switzerland)5		7,815			314,632
Telefonica S.A. - ADR (Spain)		37,580			803,085
Telenor ASA (Norway)1		510,310			9,090,017
Telenor ASA - ADR (Norway)5		8,880			472,771
					10,885,643
Wireless Telecommunication Services - 0.06%
SK Telecom Co. Ltd. - ADR (South Korea)		48,180			712,582
Total Telecommunication Services					11,598,225
Utilities - 0.09%
Electric Utilities - 0.03%
E.ON AG (Germany)1		14,270			344,121
Independent Power Producers & Energy Traders - 0.01%
GenOn Energy, Inc.*		44,687			136,295
Multi-Utilities - 0.03%
GDF Suez (France)1		3,795			106,915
National Grid plc (United Kingdom)1		20,900			207,788
					314,703
Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		13,330			249,231
Total Utilities					1,044,350
TOTAL COMMON STOCKS (Identified Cost $501,364,932)					517,196,422
PREFERRED STOCKS - 0.34%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)1		3,390			201,519
Financials - 0.32%
Commercial Banks - 0.09%
PNC Financial Services Group, Inc., Series K (non-cumulative), 8.25%6		350			353,624
Wells Fargo & Co., Series K (non-cumulative), 7.98%6		610			652,700
					1,006,324
Diversified Financial Services - 0.14%
Bank of America Corp., Series K (non-cumulative), 8.00%6		650			604,805
JPMorgan Chase & Co., Series 1 (non-cumulative), 7.90%6		910			979,806
					1,584,611

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Shares/ Principal  Amount			Value (Note 2)
PREFERRED STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) - 0.09%
Public Storage, Series Q, 6.50%			37,110		$	978,591
Total Financials						3,569,526
TOTAL PREFERRED STOCKS (Identified Cost $3,505,611)						3,771,045
CORPORATE BONDS - 29.51%
Convertible Corporate Bonds - 0.12%
Financials - 0.08%
Real Estate Investment Trusts (REITS) - 0.08%
BioMed Realty LP7 , 3.75%, 1/15/2030		$	825,000			947,719
Health Care - 0.01%
Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013			90,000			90,225
Information Technology - 0.03%
Computers & Peripherals - 0.03%
EMC Corp., 1.75%, 12/1/2013			215,000			342,119
Total Convertible Corporate Bonds (Identified Cost $1,321,811)						1,380,063
Non-Convertible Corporate Bonds - 29.39%
Consumer Discretionary - 3.17%
Auto Components - 0.06%
UCI International, Inc., 8.625%, 2/15/2019			625,000			615,625
Hotels, Restaurants & Leisure - 0.51%
International Game Technology, 7.50%, 6/15/2019			2,415,000			2,830,914
The Wendy’s Co., 10.00%, 7/15/2016			705,000			768,450
Wyndham Worldwide Corp., 9.875%, 5/1/2014			230,000			262,264
Wyndham Worldwide Corp., 6.00%, 12/1/2016			805,000			851,379
Yum! Brands, Inc., 3.875%, 11/1/2020			960,000			974,591
						5,687,598
Household Durables - 0.53%
Fortune Brands, Inc., 5.375%, 1/15/2016			234,000			250,892
Newell Rubbermaid, Inc., 4.70%, 8/15/2020			1,855,000			1,905,272
Tupperware Brands Corp.7 , 4.75%, 6/1/2021			3,750,000			3,714,326
						5,870,490
Media - 1.16%
Cablevision Systems Corp., 8.625%, 9/15/2017			700,000			759,500
Columbus International, Inc. (Barbados)7 , 11.50%, 11/20/2014			210,000			217,350
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020			1,740,000			1,917,701

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Discovery Communications LLC, 5.05%, 6/1/2020		$	1,715,000		$	1,900,409
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)7 , 7.50%, 3/15/2019			310,000			322,400
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			545,000			589,963
NBC Universal Media LLC, 5.15%, 4/30/2020			1,940,000			2,180,211
Sirius XM Radio, Inc.7 , 9.75%, 9/1/2015			555,000			602,175
Time Warner, Inc., 4.75%, 3/29/2021			1,435,000			1,557,880
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)7 , 8.125%, 12/1/2017			865,000			921,225
UPCB Finance III Ltd. (Cayman Islands)7 , 6.625%, 7/1/2020			1,010,000			1,004,950
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			535,000			595,187
XM Satellite Radio, Inc.7 , 7.625%, 11/1/2018			300,000			323,250
						12,892,201
Multiline Retail - 0.09%
Target Corp., 6.00%, 1/15/2018			790,000			956,697
Specialty Retail - 0.67%
AutoZone, Inc., 4.00%, 11/15/2020			1,955,000			1,988,382
DirectBuy Holdings, Inc.7 , 12.00%, 2/1/2017			660,000			188,100
The Home Depot, Inc., 5.40%, 3/1/2016			1,615,000			1,842,954
Lowe’s Companies, Inc., 6.10%, 9/15/2017			620,000			742,567
O’Reilly Automotive, Inc., 4.875%, 1/14/2021			920,000			940,062
Rent-A-Center, Inc., 6.625%, 11/15/2020			610,000			613,050
Toys R Us Property Co. II LLC, 8.50%, 12/1/2017			1,110,000			1,172,437
						7,487,552
Textiles, Apparel & Luxury Goods - 0.15%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear
Accessories Retail, 6.875%, 3/15/2019			1,040,000			941,200
VF Corp., 5.95%, 11/1/2017			640,000			757,906
						1,699,106
Total Consumer Discretionary						35,209,269
Consumer Staples - 0.36%
Beverages - 0.16%
CEDC Finance Corp. International, Inc.7 , 9.125%, 12/1/2016			605,000			435,600
Constellation Brands, Inc., 7.25%, 9/1/2016			965,000			1,055,469
PepsiCo, Inc., 7.90%, 11/1/2018			187,000			249,657
						1,740,726
Food & Staples Retailing - 0.03%
The Kroger Co., 6.75%, 4/15/2012			315,000			323,184

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series		Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.10%
Kraft Foods, Inc., 6.125%, 2/1/2018			$	950,000		$	1,120,523
Personal Products - 0.07%
Revlon Consumer Products Corp., 9.75%, 11/15/2015				790,000			847,275
Total Consumer Staples							4,031,708
Energy - 1.89%
Energy Equipment & Services - 0.94%
Baker Hughes, Inc., 7.50%, 11/15/2018				1,085,000			1,422,667
Calfrac Holdings LP7 , 7.50%, 12/1/2020				655,000			628,800
Schlumberger Oilfield plc (United Kingdom)7 , 4.20%, 1/15/2021				905,000			989,808
SESI LLC7 , 6.375%, 5/1/2019				565,000			576,300
Thermon Industries, Inc., 9.50%, 5/1/2017				667,000			720,360
Trinidad Drilling Ltd. (Canada)7 , 7.875%, 1/15/2019				655,000			686,113
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019				4,175,000			5,444,313
							10,468,361
Oil, Gas & Consumable Fuels - 0.95%
Anadarko Petroleum Corp., 5.95%, 9/15/2016				2,100,000			2,413,356
Anadarko Petroleum Corp., 8.70%, 3/15/2019				425,000			554,656
Arch Western Finance LLC, 6.75%, 7/1/2013				303,000			306,030
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.7 , 6.625%, 11/15/2019				685,000			703,837
Coffeyville Resources LLC - Coffeyville Finance, Inc.7 , 9.00%, 4/1/2015				208,000			224,120
Coffeyville Resources LLC - Coffeyville Finance, Inc.7 , 10.875%, 4/1/2017				215,000			243,487
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018				730,000			773,800
Energy XXI Gulf Coast, Inc., 9.25%, 12/15/2017	��			800,000			852,000
Hess Corp., 5.60%, 2/15/2041				1,830,000			2,064,751
Linn Energy LLC - Linn Energy Finance Corp., 7.75%, 2/1/2021				800,000			854,000
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018				460,000			477,250
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016				465,000			488,250
Tesoro Corp., 9.75%, 6/1/2019				485,000			545,625
							10,501,162
Total Energy							20,969,523
Financials - 14.64%
Capital Markets - 3.68%
The Charles Schwab Corp., 4.45%, 7/22/2020				4,740,000			5,015,337
Credit Suisse AG (Switzerland)7 , 2.60%, 5/27/2016				5,710,000			5,806,179
GFI Group, Inc.7 , 8.375%, 7/19/2018				555,000			516,150
Goldman Sachs Capital I, 6.345%, 2/15/2034				795,000			738,164

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Goldman Sachs Capital II8 , 5.793%, 6/1/2043		$	1,215,000		$	832,275
The Goldman Sachs Group, Inc.9 , 3.25%, 6/15/2012			8,228,000			8,383,394
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			890,000			950,278
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			4,285,000			4,345,221
Jefferies Group, Inc., 8.50%, 7/15/2019			1,435,000			1,545,745
Merrill Lynch & Co., Inc., 6.05%, 8/15/2012			4,625,000			4,690,074
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018			1,250,000			1,284,051
Morgan Stanley, 5.55%, 4/27/2017			687,000			690,210
Morgan Stanley, 5.50%, 1/26/2020			4,255,000			4,192,447
Morgan Stanley, 5.75%, 1/25/2021			1,900,000			1,876,427
						40,865,952
Commercial Banks - 4.91%
Bank of Montreal (Canada)7 , 1.30%, 10/31/2014			1,615,000			1,618,926
Bank of Nova Scotia (Canada)7 , 1.45%, 7/26/2013			1,620,000			1,633,478
Bank of Nova Scotia (Canada)7 , 1.65%, 10/29/2015			4,045,000			4,045,777
Barclays Bank plc (United Kingdom)7 , 2.50%, 9/21/2015			4,045,000			4,033,302
BNP Paribas Home Loan Covered Bonds S.A. (France)7 , 2.20%, 11/2/2015			4,045,000			3,891,148
Household Finance Co., 6.375%, 11/27/2012			1,250,000			1,298,984
HSBC Finance Corp., 7.00%, 5/15/2012			575,000			591,213
Intesa Sanpaolo S.p.A. (Italy)7 , 6.50%, 2/24/2021			1,950,000			1,799,277
KeyBank National Association9 , 3.20%, 6/15/2012			3,506,000			3,572,842
KeyBank National Association, 5.45%, 3/3/2016			1,340,000			1,438,044
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			2,050,000			2,372,803
Morgan Stanley, 7.30%, 5/13/2019			940,000			1,008,721
National Bank of Canada (Canada)7 , 2.20%, 10/19/2016			2,655,000			2,684,909
National City Corp., 6.875%, 5/15/2019			820,000			963,570
PNC Bank National Association, 5.25%, 1/15/2017			545,000			580,880
PNC Funding Corp.9 , 2.30%, 6/22/2012			3,600,000			3,650,285
Royal Bank of Canada (Canada)7 , 3.125%, 4/14/2015			3,560,000			3,734,899
Santander Issuances S.A. Unipersonal (Spain)7 , 5.911%, 6/20/2016			1,800,000			1,757,320
Societe Generale S.A. (France)7 , 5.75%, 4/20/2016			1,940,000			1,767,012
The Toronto-Dominion Bank (Canada)7 , 2.20%, 7/29/2015			4,045,000			4,143,856
The Toronto-Dominion Bank (Canada)7 , 1.625%, 9/14/2016			2,300,000			2,259,145
USB Capital XIII Trust, 6.625%, 12/15/2039			535,000			549,852
Wachovia Corp., 5.25%, 8/1/2014			1,300,000			1,386,463
Wells Fargo & Co.9 , 3.00%, 12/9/2011			3,458,000			3,467,897
Wilmington Trust Corp., 8.50%, 4/2/2018			280,000			336,424
						54,587,027
Consumer Finance - 0.95%
American Express Co., 8.125%, 5/20/2019			5,465,000			7,034,226

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Consumer Finance (continued)
American Express Co.8 , 6.80%, 9/1/2066		$	950,000		$	940,500
Credit Acceptance Corp., 9.125%, 2/1/2017			1,315,000			1,364,312
Discover Financial Services, 10.25%, 7/15/2019			1,065,000			1,279,040
						10,618,078
Diversified Financial Services - 3.00%
Bank of America Corp., 5.75%, 8/15/2016			980,000			959,506
Bank of America Corp., 5.65%, 5/1/2018			850,000			851,139
Bank of America Corp., 7.625%, 6/1/2019			4,455,000			4,840,941
Bank of America Corp.10 , 5.13%, 2/24/2026			940,000			824,589
Citigroup Funding, Inc.9 , 1.875%, 10/22/2012			11,088,000			11,271,107
Citigroup, Inc.9 , 2.875%, 12/9/2011			3,506,000			3,515,950
Citigroup, Inc., 8.50%, 5/22/2019			4,520,000			5,593,129
JPMorgan Chase & Co., 6.30%, 4/23/2019			1,130,000			1,280,438
JPMorgan Chase & Co., 4.95%, 3/25/2020			4,040,000			4,236,291
						33,373,090
Insurance - 0.27%
American International Group, Inc., 4.25%, 5/15/2013			485,000			482,515
Fidelity National Financial, Inc., 6.60%, 5/15/2017			1,815,000			1,980,352
Hartford Financial Services Group, Inc.8 , 8.125%, 6/15/2038			485,000			492,275
						2,955,142
Real Estate Investment Trusts (REITS) - 1.83%
BioMed Realty LP, 3.85%, 4/15/2016			950,000			934,345
Boston Properties LP, 5.875%, 10/15/2019			1,285,000			1,417,756
Boston Properties LP, 5.625%, 11/15/2020			410,000			447,898
Camden Property Trust, 5.70%, 5/15/2017			705,000			780,159
Digital Realty Trust LP, 5.875%, 2/1/2020			4,750,000			4,906,052
DuPont Fabros Technology LP, 8.50%, 12/15/2017			850,000			909,500
HCP, Inc., 6.70%, 1/30/2018			3,675,000			3,980,488
Health Care REIT, Inc., 6.20%, 6/1/2016			3,640,000			3,899,492
Mack-Cali Realty LP, 7.75%, 8/15/2019			770,000			914,624
National Retail Properties, Inc., 6.875%, 10/15/2017			650,000			720,488
Simon Property Group LP, 10.35%, 4/1/2019			1,060,000			1,441,024
						20,351,826
Total Financials						162,751,115
Health Care - 1.40%
Biotechnology - 0.44%
Amgen, Inc., 3.45%, 10/1/2020			4,750,000			4,921,618

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Equipment & Supplies - 0.39%
Alere, Inc., 7.875%, 2/1/2016		$	890,000		$	881,100
Alere, Inc., 9.00%, 5/15/2016			490,000			494,900
CR Bard, Inc., 4.40%, 1/15/2021			905,000			1,015,838
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017			785,000			841,913
Fresenius US Finance II, Inc.7 , 9.00%, 7/15/2015			975,000			1,101,750
						4,335,501
Health Care Providers & Services - 0.33%
BioScrip, Inc., 10.25%, 10/1/2015			425,000			428,187
HCA, Inc., 8.00%, 10/1/2018			860,000			901,925
HCA, Inc., 6.50%, 2/15/2020			165,000			172,837
Health Management Associates, Inc., 6.125%, 4/15/2016			1,015,000			1,030,225
LifePoint Hospitals, Inc., 6.625%, 10/1/2020			560,000			583,800
STHI Holding Corp.7 , 8.00%, 3/15/2018			600,000			612,000
						3,728,974
Pharmaceuticals - 0.24%
Abbott Laboratories, 5.125%, 4/1/2019			980,000			1,138,276
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			1,275,000			1,498,478
						2,636,754
Total Health Care						15,622,847
Industrials - 4.05%
Aerospace & Defense - 0.18%
The Boeing Co., 6.00%, 3/15/2019			1,185,000			1,435,353
Ducommun, Inc.7 , 9.75%, 7/15/2018			570,000			587,100
						2,022,453
Air Freight & Logistics - 0.16%
Aguila 3 S.A. (Luxembourg)7 , 7.875%, 1/31/2018			1,045,000			1,024,100
FedEx Corp., 8.00%, 1/15/2019			570,000			740,185
						1,764,285
Airlines - 0.38%
Continental Airlines, Inc.7 , 6.75%, 9/15/2015			790,000			791,975
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022			302,536			305,562
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7 , 6.375%, 1/2/2016			515,000			471,225
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			290,000			268,975
Southwest Airlines Co., 5.25%, 10/1/2014			1,030,000			1,102,525

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Southwest Airlines Co., 5.75%, 12/15/2016		$	1,120,000		$	1,236,519
						4,176,781
Building Products - 0.14%
Building Materials Corp. of America7 , 6.875%, 8/15/2018			345,000			358,800
Building Materials Corp. of America7 , 7.50%, 3/15/2020			215,000			228,975
Owens Corning, 9.00%, 6/15/2019			830,000			981,752
						1,569,527
Commercial Services & Supplies - 0.30%
Clean Harbors, Inc., 7.625%, 8/15/2016			427,000			451,553
Garda World Security Corp. (Canada)7 , 9.75%, 3/15/2017			795,000			806,925
Waste Management, Inc., 7.375%, 3/11/2019			1,665,000			2,085,644
						3,344,122
Industrial Conglomerates - 1.95%
GE Capital Trust I8 , 6.375%, 11/15/2067			690,000			680,947
General Electric Capital Corp.9 , 3.00%, 12/9/2011			3,518,000			3,527,548
General Electric Capital Corp.9 , 2.125%, 12/21/2012			8,208,000			8,379,555
General Electric Capital Corp., 5.625%, 5/1/2018			335,000			370,400
General Electric Capital Corp., 5.50%, 1/8/2020			3,950,000			4,404,894
General Electric Capital Corp., Series A, 6.75%, 3/15/2032			970,000			1,134,341
General Electric Co., 5.25%, 12/6/2017			550,000			626,623
Textron, Inc., 7.25%, 10/1/2019			1,000,000			1,109,281
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021			1,350,000			1,448,161
						21,681,750
Machinery - 0.49%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000			1,900,701
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000			377,100
Dynacast International LLC - Dynacast Finance, Inc.7 , 9.25%, 7/15/2019			830,000			763,600
John Deere Capital Corp., 5.50%, 4/13/2017			120,000			140,616
John Deere Capital Corp., 5.75%, 9/10/2018			1,895,000			2,268,069
						5,450,086
Marine - 0.10%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			1,145,000			1,096,337
Road & Rail - 0.35%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			2,305,000			2,318,666
Union Pacific Corp., 5.65%, 5/1/2017			815,000			945,579

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp., 7.875%, 1/15/2019		$	495,000		$	643,656
						3,907,901
Total Industrials						45,013,242
Information Technology - 0.67%
Communications Equipment - 0.09%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			530,000			466,400
EH Holding Corp.7 , 6.50%, 6/15/2019			570,000			582,825
						1,049,225
Computers & Peripherals - 0.22%
Dell, Inc., 5.875%, 6/15/2019			1,250,000			1,458,296
Hewlett-Packard Co., 5.50%, 3/1/2018			815,000			928,829
						2,387,125
Electronic Equipment, Instruments & Components - 0.10%
Corning, Inc., 6.625%, 5/15/2019			460,000			558,709
CPI International, Inc., 8.00%, 2/15/2018			580,000			513,300
						1,072,009
IT Services - 0.13%
The Western Union Co., 5.253%, 4/1/2020			1,350,000			1,447,334
Semiconductors & Semiconductor Equipment - 0.13%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			820,000			844,600
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			170,000			172,550
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018			465,000			475,463
						1,492,613
Total Information Technology						7,448,306
Materials - 2.07%
Chemicals - 0.19%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			1,185,000			1,449,578
Rhodia S.A. (France)7 , 6.875%, 9/15/2020			575,000			649,031
						2,098,609
Containers & Packaging - 0.18%
Longview Fibre Paper & Packaging, Inc.7 , 8.00%, 6/1/2016			570,000			578,550
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC7 , 9.00%, 5/15/2018			480,000			464,400

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging (continued)
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC7 , 7.125%, 4/15/2019		$	935,000		$	953,700
						1,996,650
Metals & Mining - 1.28%
Alcoa, Inc., 5.72%, 2/23/2019			2,166,000			2,171,558
Alcoa, Inc., 5.87%, 2/23/2022			210,000			207,506
Allegheny Technologies, Inc., 5.95%, 1/15/2021			895,000			970,406
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			1,900,000			1,835,999
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			1,145,000			1,398,848
Calcipar S.A. (Luxembourg)7 , 6.875%, 5/1/2018			850,000			790,500
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020			4,750,000			5,087,663
FMG Resources August 2006 Pty, Ltd. (Australia)7 , 8.25%, 11/1/2019			260,000			262,600
FMG Resources August 2006 Pty. Ltd. (Australia)7 , 6.875%, 2/1/2018			720,000			691,200
Mirabela Nickel Ltd. (Australia)7 , 8.75%, 4/15/2018			870,000			774,300
						14,190,580
Paper & Forest Products - 0.42%
Georgia-Pacific LLC7 , 8.25%, 5/1/2016			875,000			970,234
International Paper Co., 9.375%, 5/15/2019			1,777,000			2,278,683
International Paper Co., 7.50%, 8/15/2021			1,195,000			1,452,264
						4,701,181
Total Materials						22,987,020
Telecommunication Services - 0.76%
Diversified Telecommunication Services - 0.41%
Inmarsat Finance plc (United Kingdom)7 , 7.375%, 12/1/2017			1,230,000			1,316,100
Intelsat Jackson Holdings S.A. (Luxembourg)7 , 7.25%, 4/1/2019			860,000			864,300
Verizon Communications, Inc., 3.00%, 4/1/2016			955,000			1,005,039
Wind Acquisition Finance S.A. (Luxembourg)7 , 11.75%, 7/15/2017			460,000			455,400
Wind Acquisition Finance S.A. (Luxembourg)7 , 7.25%, 2/15/2018			990,000			955,350
						4,596,189
Wireless Telecommunication Services - 0.35%
CC Holdings GS V LLC - Crown Castle GS III Corp.7 , 7.75%, 5/1/2017			1,070,000			1,158,275
Crown Castle Towers LLC7 , 6.113%, 1/15/2020			1,040,000			1,149,193
Crown Castle Towers LLC7 , 4.883%, 8/15/2020			333,000			340,406
NII Capital Corp., 8.875%, 12/15/2019			585,000			614,250
SBA Tower Trust7 , 5.101%, 4/15/2017			575,000			626,462
						3,888,586
Total Telecommunication Services						8,484,775

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.38%
Electric Utilities - 0.24%
Allegheny Energy Supply Co. LLC7 , 5.75%, 10/15/2019		$	705,000		$	767,655
Exelon Generation Co. LLC, 5.35%, 1/15/2014			710,000			759,064
Exelon Generation Co. LLC, 5.20%, 10/1/2019			175,000			188,194
Southwestern Electric Power Co., 6.45%, 1/15/2019			850,000			992,122
						2,707,035
Gas Utilities - 0.07%
Ferrellgas LP - Ferrellgas Finance Corp., 6.50%, 5/1/2021			900,000			805,500
Independent Power Producers & Energy Traders - 0.06%
The AES Corp., 8.00%, 10/15/2017			605,000			663,987
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013			50,000			54,387
Total Utilities						4,230,909
Total Non-Convertible Corporate Bonds (Identified Cost $316,529,834)						326,748,714
TOTAL CORPORATE BONDS (Identified Cost $317,851,645)						328,128,777
MUTUAL FUNDS - 0.33%
iShares Dow Jones US Real Estate Index Fund			17,580			1,006,279
iShares iBoxx High Yield Corporate Bond Fund			30,330			2,707,863
TOTAL MUTUAL FUNDS (Identified Cost $3,655,774)						3,714,142
U.S. TREASURY SECURITIES - 1.55%
U.S. Treasury Notes - 1.55%
U.S. Treasury Note, 2.375%, 2/28/2015
(Identified Cost $16,189,781)		$	16,270,000			17,272,883
ASSET-BACKED SECURITIES - 0.32%
FDIC Trust, Series 2011-R1, Class A7 , 2.672%, 7/25/2026			1,912,747			1,959,445
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class
A7 , 3.72%, 3/15/2023			520,000			524,160
Hertz Vehicle Financing LLC, Series 2009-2A, Class A27 , 5.29%, 3/25/2016			335,000			364,461
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27 , 3.74%, 2/25/2017			690,000			712,006
TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,457,392)						3,560,072

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.07%
Americold LLC Trust, Series 2010-ARTA, Class A17 , 3.847%, 1/14/2029		$	390,492		$	408,172
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-2, Class A48 , 5.921%, 5/10/2045			1,005,000			1,123,014
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			1,130,000			1,245,309
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			1,090,000			1,199,012
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A48 , 5.903%, 9/11/2038			765,000			858,462
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			1,155,000			1,270,098
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27 , 3.759%, 4/15/2044			540,000			551,277
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A38 , 5.922%, 3/15/2049			160,000			176,974
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A48 , 5.943%, 6/10/2046			225,000			248,370
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17 , 3.156%, 7/10/2046			411,804			420,508
DBUBS Mortgage Trust, Series 2011-LC1A, Class A17 , 3.742%, 11/10/2046			547,286			569,724
FREMF Mortgage Trust, Series 2011-K701, Class B7,8 , 4.287%, 7/25/2048			750,000			695,707
FREMF Mortgage Trust, Series 2011-K702, Class B7,8 , 4.771%, 4/25/2044			885,000			879,984
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A48 , 6.073%, 7/10/2038			600,000			660,115
GS Mortgage Securities Corp. II, Series 2010-C2, Class A17 , 3.849%, 12/10/2043			1,053,251			1,096,480
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A48 , 5.455%, 1/12/2043			1,750,000			1,859,869
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A48 , 5.373%, 12/15/2044			475,000			530,600
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A48 , 6.072%, 4/15/2045			1,670,000			1,857,802
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A48 , 6.067%, 6/15/2038			925,000			1,033,812
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A7 , 3.913%, 6/25/2043			822,251			829,428
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A48 , 5.414%, 7/12/2046			175,000			190,847
Morgan Stanley Capital I, Series 2005-HQ7, Class A48 , 5.373%, 11/14/2042			125,000			138,639
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A8 , 5.23%, 9/15/2042			425,000			472,587
Morgan Stanley Capital I, Series 2011-C1, Class A27 , 3.884%, 9/15/2047			800,000			831,858
OBP Depositor LLC Trust, Series 2010-OBP, Class A7 , 4.646%, 7/15/2045			115,000			122,655
Vornado DP LLC, Series 2010-VNO, Class A2FX7 , 4.004%, 9/13/2028			350,000			355,244

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A48 , 5.379%, 10/15/2044		$	625,000		$	692,934
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A48 , 5.923%, 5/15/2043			215,000			235,350
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A38 , 6.011%, 6/15/2045			850,000			943,231
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27 , 4.393%, 11/15/2043			545,000			560,727
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27 , 3.791%, 2/15/2044			940,000			967,191
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $22,592,551)						23,025,980
FOREIGN GOVERNMENT BONDS - 0.17%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019		EUR	980,000			480,169
Republic of Italy (Italy), 2.125%, 10/5/2012		$	1,445,000			1,418,957
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $2,692,779)						1,899,126
U.S. GOVERNMENT AGENCIES - 15.65%
Mortgage-Backed Securities - 7.57%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			3,536,401			3,844,694
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			233,462			253,961
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			285,487			310,535
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			2,136,968			2,323,262
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			371,262			403,836
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			3,802,590			4,134,089
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			224,793			243,850
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			6,333,691			6,911,640
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			1,231,415			1,354,172
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			1,846,212			2,005,737
Fannie Mae, Pool #889575, 6.00%, 6/1/2038			3,020,668			3,316,127
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			12,737,576			14,007,352
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			582,925			641,035
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039			3,909,879			4,247,716
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039			1,533,436			1,665,934
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			6,684,567			7,341,356
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			1,698,694			1,865,909
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			1,204,628			1,303,245
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			374,143			406,386
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022			252,342			274,088

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Principal Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		$	210,853		$	228,628
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			370,864			402,824
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			188,373			203,087
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037			777,163			850,401
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038			1,471,003			1,591,700
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038			4,007,553			4,385,218
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038			3,657,205			3,957,282
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038			3,685,747			3,987,014
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038			2,760,514			2,990,467
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040			1,963,952			2,125,095
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040			1,956,530			2,117,064
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040			2,493,435			2,728,412
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040			1,612,206			1,764,138
GNMA, Pool #286310, 9.00%, 2/15/2020			1,058			1,228
GNMA, Pool #263096, 9.50%, 3/15/2020			1,613			1,917
Total Mortgage-Backed Securities (Identified Cost $83,433,405)						84,189,399
Other Agencies - 8.08%
Fannie Mae, 1.625%, 10/26/2015			10,000,000			10,256,790
Fannie Mae, 5.25%, 9/15/2016			17,000,000			20,215,023
Fannie Mae, 6.25%, 5/15/2029			2,400,000			3,271,056
Fannie Mae, 7.25%, 5/15/2030			2,162,000			3,265,958
Fannie Mae, 6.625%, 11/15/2030			2,282,000			3,267,003
Federal Home Loan Bank, 1.375%, 5/28/2014			8,735,000			8,905,979
Freddie Mac, 2.875%, 2/9/2015			20,000,000			21,312,380
Freddie Mac, 2.50%, 5/27/2016			12,000,000			12,706,740
Freddie Mac, 6.75%, 3/15/2031			2,250,000			3,264,300
Freddie Mac, 6.25%, 7/15/2032			2,400,000			3,358,730
Total Other Agencies (Identified Cost $88,168,955)						89,823,959
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $171,602,360)						174,013,358
SHORT-TERM INVESTMENTS - 2.62%
Dreyfus Cash Management, Inc. - Institutional Shares11 , 0.05%, (Identified Cost $29,079,473)			29,079,473			29,079,473

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

Investment Portfolio - October 31, 2011

Pro-Blend® Moderate Term Series	Value (Note 2)
TOTAL INVESTMENTS - 99.08% (Identified Cost $1,071,992,298)		$	1,101,661,278
OTHER ASSETS, LESS LIABILITIES - 0.92%			10,229,029
NET ASSETS - 100%		$	1,111,890,307

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2011¹² :

Settlement Date	Contracts to Deliver		In Exchange For			Contracts At Value			Unrealized Appreciation
11/25/2011		EUR 495,000		$	685,105		$	684,762		$	343

ADR - American Depository Receipt

EUR- Euro Currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

¹  A factor from a third party was applied to determine the security’s fair value following the close of local trading.

² Traded on Canadian exchange.

³ The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

⁴ Traded on Hong Kong exchange.

⁵  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁶  The rate shown is fixed as of October 31, 2011; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2013 to 2018.

⁷  Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $85,366,896, or 7.68%, of the Series’ net assets as of October 31, 2011.

⁸  The coupon rate is floating and is the effective rate as of October 31, 2011.

⁹  Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

¹⁰  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 October 31, 2011.

¹¹  Rate shown is the current yield as of October 31, 2011.

¹²  The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

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

October 31, 2011

ASSETS:
Investments, at value (identified cost $1,071,992,298) (Note 2)	$	1,101,661,278
Receivable for securities sold		7,921,036
Interest receivable		5,883,233
Receivable for fund shares sold		2,491,994
Dividends receivable		276,289
Foreign tax reclaims receivable		255,829
Unrealized appreciation on foreign forward currency contracts (Note 2)		343
TOTAL ASSETS		1,118,490,002
LIABILITIES:
Accrued management fees (Note 3)		687,435
Accrued shareholder services fees (Class S) (Note 3)		141,433
Accrued fund accounting and administration fees (Note 3)		55,149
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		53,902
Accrued transfer agent fees (Note 3)		33,354
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		6
Payable for securities purchased		4,071,636
Payable for fund shares repurchased		1,405,935
Other payables and accrued expenses		150,615
TOTAL LIABILITIES		6,599,695
TOTAL NET ASSETS	$	1,111,890,307
NET ASSETS CONSIST OF:
Capital stock	$	936,059
Additional paid-in-capital		1,036,310,858
Undistributed net investment income		9,128,769
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		35,823,178
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		29,691,443
TOTAL NET ASSETS	$	1,111,890,307

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

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

October 31, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($682,408,628/52,818,197 shares)	$	12.92
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($352,611,462/33,571,207 shares)	$	10.50
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($58,315,976/5,511,328 shares)	$	10.58
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($18,554,241/1,705,145 shares)	$	10.88

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

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

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Interest	$	20,597,803
Dividends (net of foreign taxes withheld, $380,632)		8,786,044
Total Investment Income		29,383,847
EXPENSES:
Management fees (Note 3)		8,007,566
Shareholder services fees (Class S) (Note 3)		1,717,242
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		467,693
Fund accounting and administration fees (Note 3)		226,871
Transfer agent fees (Note 3)		131,293
Directors’ fees (Note 3)		27,049
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		16,847
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		96,419
Miscellaneous		305,659
Total Expenses		10,999,245
NET INVESTMENT INCOME		18,384,602
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		37,009,387
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $80,120)		(101,574	)
Forward foreign currency exchange contracts		4,816
		36,912,629
Net change in unrealized appreciation (depreciation) on-
Investments		(26,697,101	)
Foreign currency and translation of other assets and liabilities		8,656
Forward foreign currency exchange contracts		11,504
		(26,676,941	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		10,235,688
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	28,620,290

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

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

	For the Year Ended 10/30/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	18,384,602			$	12,553,604
Net realized gain on investments and foreign currency (net of Brazilian tax of $80,120 and $0, respectively)			36,912,629				36,084,705
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(26,676,941	)			39,886,891
Net increase from operations			28,620,290				88,525,200
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(9,718,456	)			(5,933,684	)
From net investment income (Class I)			(6,475,725	)			(2,101,821	)
From net investment income (Class C)			(482,924	)			(79,607	)
From net investment income (Class R)			(15,533	)			—
From net realized gain on investments (Class S)			(9,435,174	)			—
From net realized gain on investments (Class I)			(5,280,876	)			—
From net realized gain on investments (Class C)			(612,007	)			—
From net realized gain on investments (Class R)			(6,337	)			—
Total distributions to shareholders			(32,027,032	)			(8,115,112	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			155,736,834				438,089,089
Net increase in net assets			152,330,092				518,499,177
NET ASSETS:
Beginning of year			959,560,215				441,061,038
End of year (including undistributed net investment income of $9,128,769 and $7,449,640, respectively)		$	1,111,890,307			$	959,560,215

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

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

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	12.94			$	11.61			$	10.41			$	14.18			$	13.55
Income (loss) from investment operations:
Net investment income			0.22	1			0.19	1			0.16	1			0.23				0.24
Net realized and unrealized gain (loss) on investments			0.14				1.28				1.23				(2.75	)			1.19
Total from investment operations			0.36				1.47				1.39				(2.52	)			1.43
Less distributions to shareholders:
From net investment income			(0.19	)			(0.14	)			(0.19	)			(0.23	)			(0.23	)
From net realized gain on investments			(0.19	)			—				—				(1.02	)			(0.57	)
Total distributions to shareholders			(0.38	)			(0.14	)			(0.19	)			(1.25	)			(0.80	)
Net asset value - End of year		$	12.92			$	12.94			$	11.61			$	10.41			$	14.18
Net assets - End of year (000’s omitted)		$	682,409			$	633,304			$	396,927			$	218,807			$	379,385
Total return2			2.78	%			12.81	%			13.65	%			(19.28	%)			10.91	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.07	%			1.09	%			1.10	%			1.10	%			1.11	%
Net investment income			1.68	%			1.60	%			1.49	%			1.74	%			1.86	%
Series portfolio turnover			52	%			56	%			58	%			75	%			78	%
*       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 years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%3			0.02	%			0.02	%			N/A

¹  Calculated based on average shares outstanding during the year.

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

³  Less than 0.01%.

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

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

	For the Years Ended												For the  Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.60			$	9.54			$	8.59			$	10.00
Income (loss) from investment operations:
Net investment income			0.20	2			0.18	2			0.15	2			0.06
Net realized and unrealized gain (loss) on investments			0.11				1.06				1.02				(1.42	)
Total from investment operations			0.31				1.24				1.17				(1.36	)
Less distributions to shareholders:
From net investment income			(0.22	)			(0.18	)			(0.22	)			(0.05	)
From net realized gain on investments			(0.19	)			—				—				—
Total distributions to shareholders			(0.41	)			(0.18	)			(0.22	)			(0.05	)
Net asset value - End of period		$	10.50			$	10.60			$	9.54			$	8.59
Net assets - End of period (000’s omitted)		$	352,611			$	294,000			$	44,134			$	322
Total return3			2.93	%			13.13	%			14.11	%			(13.64	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.82	%			0.84	%			0.85	%			0.85	%4
Net investment income			1.93	%			1.85	%			1.67	%			1.47	%4
Series portfolio turnover			52	%			56	%			58	%			75	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%5			0.02	%			0.10	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Annualized.

⁵  Less than 0.01%.

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

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

	For the Year Ended 10/30/11				For the  Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.69			$	10.00
Income from investment operations:
Net investment income2			0.10				0.07
Net realized and unrealized gain on investments			0.11				0.67
								��
Total from investment operations			0.21				0.74
Less distributions to shareholders:
From net investment income			(0.13	)			(0.05	)
From net realized gain on investments			(0.19	)			—
Total distributions to shareholders			(0.32	)			(0.05	)
Net asset value - End of period		$	10.58			$	10.69
Net assets - End of period (000’s omitted)		$	58,316			$	32,019
Total return3			1.97	%			7.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.82	%			1.84	%4
Net investment income			0.92	%			0.85	%4
Series portfolio turnover			52	%			56	%
*       The investment advisor did not impose all or a portion of its other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. 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. 79

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

	For the Year Ended 10/30/11				For the  Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period		$	10.99			$	10.00
Income from investment operations:
Net investment income2			0.11				0.02
Net realized and unrealized gain on investments			0.16				0.97
Total from investment operations			0.27				0.99
Less distributions to shareholders:
From net investment income			(0.19	)			—
From net realized gain on investments			(0.19	)			—
Total distributions to shareholders			(0.38	)			—
Net asset value - End of period		$	10.88			$	10.99
Net assets - End of period (000’s omitted)		$	18,554			$	237
Total return3			2.50	%			9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.32	%			1.34	%4
Net investment income			1.05	%			0.65	%4
Series portfolio turnover			52	%			56	%

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Annualized.

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

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

	Average Annual Total  Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class S3		3.26	%		2.88	%		6.24	%		8.52	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class I3,4		3.53	%		3.12	%		6.54	%		8.85	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class C3,4		2.49	%		2.14	%		5.51	%		7.78	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class R3,4		3.04	%		2.60	%		6.01	%		8.31	%
Barclays Capital U.S. Aggregate Bond Index5,7		5.00	%		6.41	%		5.46	%		6.20	%
15%/40%/45% Blended Index6,7		5.15	%		3.59	%		5.79	%		7.08	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S for the ten years ended October 31, 2011 to the Barclays Capital U.S. Aggregate Bond Index and a 15%/40%/45% Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series are calculated from October 12, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from October 31, 1993.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 1.08% for Class S, 0.83% for Class I, 1.83% for Class C and 1.33% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.08% for Class S, 0.83% for Class I, 1.83% for Class C and 1.33% for Class R for the year ended October 31, 2011.

⁴  For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010, and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S adjusted for expense differences.

⁵  The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁶  The 15%/40%/45% Blended Index is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁷  Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

81

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2011 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	937.40		$	5.32		1.09	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.71		$	5.55		1.09	%
Class I
Actual		$	1,000.00		$	938.10		$	4.10		0.84	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.97		$	4.28		0.84	%
Class C
Actual		$	1,000.00		$	934.80		$	9.02		1.85	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,015.88		$	9.40		1.85	%
Class R
Actual		$	1,000.00		$	936.90		$	6.54		1.34	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.45		$	6.82		1.34	%

82

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

* Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

83

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

As of October 31, 2011

Sector Allocation³

Financials	18.85	%
Information Technology	13.57	%
Consumer Discretionary	12.52	%
Industrials	8.36	%
Health Care	8.23	%
Consumer Staples	6.82	%
Energy	6.11	%
Materials	4.12	%
Telecommunication Services	2.24	%
Utilities	0.61	%

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

Top Ten Stock Holdings⁴

Google, Inc. - Class A	2.01	%
The Walt Disney Co.	1.97	%
Monsanto Co.	1.96	%
Cisco Systems, Inc.	1.80	%
The Charles Schwab Corp.	1.76	%
Time Warner, Inc.	1.66	%
Hess Corp.	1.63	%
EMC Corp.	1.37	%
Unilever plc - ADR (United Kingdom)	1.24	%
Autodesk, Inc.	1.23	%

⁴ As a percentage of total investments.

84

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS - 61.37%
Consumer Discretionary - 9.74%
Auto Components - 0.06%
Hankook Tire Co. Ltd. (South Korea)1		17,860		$	712,866
Automobiles - 0.56%
Suzuki Motor Corp. (Japan)1		13,300			282,082
Tesla Motors, Inc.*		12,170			357,433
Toyota Motor Corp. (Japan)1		7,200			239,046
Toyota Motor Corp. - ADR (Japan)		72,940			4,865,827
Yamaha Motor Co. Ltd. (Japan)1		34,000			487,017
					6,231,405
Distributors - 0.02%
Inchcape plc (United Kingdom)1		34,740			181,394
Diversified Consumer Services - 0.02%
Anhanguera Educacional Participacoes S.A. (Brazil)		6,190			91,975
Grand Canyon Education, Inc.*		10,720			174,843
					266,818
Hotels, Restaurants & Leisure - 1.04%
Accor S.A. (France)1		28,260			923,649
Carnival Corp		257,560			9,068,688
Ctrip.com International Ltd. - ADR (China)*		19,850			691,971
Hyatt Hotels Corp. - Class A*		8,620			320,578
Intercontinental Hotels Group plc (United Kingdom)1		20,970			387,023
Thomas Cook Group plc (United Kingdom)1		98,980			82,131
TUI Travel plc (United Kingdom)1		56,260			153,950
					11,627,990
Household Durables - 0.16%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		63,860			88,121
DR Horton, Inc		25,760			286,709
Lennar Corp. - Class A		26,820			443,603
LG Electronics, Inc. (South Korea)1		3,410			225,749
NVR, Inc.*		160			102,840
Rodobens Negocios Imobiliarios S.A. (Brazil)		50,510			320,386
Toll Brothers, Inc.*		16,080			280,435
					1,747,843
Internet & Catalog Retail - 0.71%
Amazon.com, Inc.*		36,180			7,724,792
Blue Nile, Inc.*		2,620			118,241
Ocado Group plc (United Kingdom)*1		73,630			110,340
					7,953,373
Media - 6.90%
AMC Networks, Inc. - Class A*		204,070			6,656,763

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Grupo Televisa S.A. - ADR (Mexico)		27,220		$	580,603
Imax Corp. (Canada)*		29,990			576,708
Liberty Global, Inc. - Class A*		133,180			5,351,172
Mediaset Espana Comunicacion S.A. (Spain)1		128,620			851,183
Mediaset S.p.A. (Italy)1		16,470			60,682
News Corp. - Class A		527,000			9,233,040
Reed Elsevier plc (United Kingdom)1		20,540			175,839
Reed Elsevier plc - ADR (United Kingdom)		7,379			252,288
Societe Television Francaise 1 (France)1		47,150			633,078
Time Warner, Inc.		520,190			18,201,448
Virgin Media, Inc. - ADR (United Kingdom)		493,650			12,035,187
The Walt Disney Co.		620,150			21,630,832
Wolters Kluwer N.V. (Netherlands)1		9,795			172,832
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		161,000			501,292
					76,912,947
Multiline Retail - 0.06%
Marks & Spencer Group plc (United Kingdom)1		52,450			270,412
PPR (France)1		2,230			346,041
					616,453
Specialty Retail - 0.18%
Chico’s FAS, Inc.		16,900			208,884
Dick’s Sporting Goods, Inc.*		14,770			577,359
The Finish Line, Inc. - Class A		12,670			254,667
Group 1 Automotive, Inc.		3,980			181,329
Inditex S.A. (Spain)1		2,600			236,027
KOMERI Co. Ltd. (Japan)1		7,100			223,692
Penske Automotive Group, Inc.		8,000			163,120
Sonic Automotive, Inc. - Class A		11,430			167,678
					2,012,756
Textiles, Apparel & Luxury Goods - 0.03%
Adidas AG (Germany)1		5,220			367,628
Total Consumer Discretionary					108,631,473
Consumer Staples - 6.36%
Beverages - 1.86%
Anheuser-Busch InBev N.V. (Belgium)1		198,860			11,028,010
Boston Beer Co., Inc. - Class A*		2,840			251,283
C&C Group plc (Ireland)1		57,090			229,925
Central European Distribution Corp.*		14,810			79,974
The Coca-Cola Co.		116,490			7,958,597

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Diageo plc (United Kingdom)1		31,790		$	657,918
Heineken N.V. (Netherlands)1		6,220			302,178
Kirin Holdings Co. Ltd. (Japan)1		21,000			256,925
					20,764,810
Food & Staples Retailing - 1.11%
Carrefour S.A. (France)1		29,020			767,811
Casino Guichard-Perrachon S.A. (France)1		3,380			316,495
Distribuidora Internacional de Alimentacion S.A. (Spain)*1		73,750			337,268
Koninklijke Ahold N.V. (Netherlands)1		40,390			516,037
The Kroger Co.		373,670			8,661,671
SUPERVALU, Inc.		33,330			267,307
Tesco plc (United Kingdom)1		229,210			1,477,810
					12,344,399
Food Products - 3.29%
Barry Callebaut AG (Switzerland)1		500			474,056
Danone S.A. (France)1		17,500			1,213,151
Flowers Foods, Inc.		11,340			228,955
Kraft Foods, Inc. - Class A		308,850			10,865,343
Nestle S.A. (Switzerland)1		174,070			10,067,808
Suedzucker AG (Germany)1		7,300			213,234
Unilever plc - ADR (United Kingdom)		403,105			13,564,483
					36,627,030
Household Products - 0.08%
Reckitt Benckiser Group plc (United Kingdom)1		18,500			949,599
Personal Products - 0.02%
Beiersdorf AG (Germany)1		2,630			151,619
Kao Corp. (Japan)1		3,000			78,703
					230,322
Total Consumer Staples					70,916,160
Energy - 4.77%
Energy Equipment & Services - 2.95%
Baker Hughes, Inc.		202,110			11,720,359
Calfrac Well Services Ltd. (Canada)		13,400			415,410
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		16,800			367,070
ION Geophysical Corp.*		24,000			182,880
Key Energy Services, Inc.*		7,350			95,036
Petroleum Geo-Services ASA (Norway)1		21,000			228,160
Schlumberger Ltd.		153,910			11,307,768
Trican Well Service Ltd. (Canada)		50,350			890,565

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. - ADR (Switzerland)*		493,950		$	7,656,225
					32,863,473
Oil, Gas & Consumable Fuels - 1.82%
Cameco Corp. (Canada)		23,120			495,462
Hess Corp.		285,260			17,845,866
Paladin Energy Ltd. (Australia)*2		89,970			140,811
Repsol YPF S.A. (Spain)1		6,190			186,317
Royal Dutch Shell plc - Class B (Netherlands)1		9,249			331,837
Royal Dutch Shell plc - Class B - ADR (Netherlands)		9,190			659,842
Talisman Energy, Inc. (Canada)		24,520			347,843
Total S.A. (France)1		5,670			295,845
					20,303,823
Total Energy					53,167,296
Financials - 10.02%
Capital Markets - 3.59%
The Bank of New York Mellon Corp.3		442,850			9,423,848
The Charles Schwab Corp.		1,575,700			19,349,596
Daiwa Securities Group, Inc. (Japan)1		6,000			20,994
Evercore Partners, Inc. - Class A		6,150			168,756
GAM Holding AG (Switzerland)1		36,530			436,730
Greenhill & Co., Inc.		2,140			80,849
Lazard Ltd. - Class A (Bermuda)		4,820			131,779
State Street Corp.		258,970			10,459,798
					40,072,350
Commercial Banks - 1.00%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		35,280			318,931
Banco Santander S.A. (Spain)1		660,170			5,587,588
Banco Santander S.A. - ADR (Spain)		41,850			358,236
BNP Paribas S.A. (France)1		9,530			425,561
CIT Group, Inc.*		10,900			379,865
Credit Agricole S.A. (France)1		49,050			379,664
First Commonwealth Financial Corp.		149,370			688,596
HSBC Holdings plc (United Kingdom)1		40,950			357,301
HSBC Holdings plc - ADR (United Kingdom)		13,282			579,892
ICICI Bank Ltd. - ADR (India)		9,160			340,386
Societe Generale S.A. (France)1		8,110			232,203
Standard Chartered plc (United Kingdom)1		12,880			300,546
U.S. Bancorp		22,250			569,378
Wells Fargo & Co.		24,230			627,799
					11,145,946

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Consumer Finance - 1.49%
American Express Co.		157,320		$	7,963,538
Discover Financial Services		366,880			8,643,693
					16,607,231
Diversified Financial Services - 0.98%
Bank of America Corp.		30,390			207,564
CME Group, Inc.		3,000			826,680
Deutsche Boerse AG (Germany)*1		15,620			860,877
ING Groep N.V. (Netherlands)*1		4,650			40,088
JPMorgan Chase & Co.		17,065			593,179
JSE Ltd. (South Africa)1		67,100			592,398
Moody’s Corp.		219,570			7,792,539
					10,913,325
Insurance - 0.43%
Allianz SE (Germany)1		9,660			1,074,792
The Allstate Corp.		24,610			648,227
AXA S.A. (France)1		4,550			73,182
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		43,700			424,566
Mapfre S.A. (Spain)1		366,670			1,339,797
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,955			529,651
Zurich Financial Services AG (Switzerland)1		2,910			670,591
					4,760,806
Real Estate Investment Trusts (REITS) - 2.48%
Alexandria Real Estate Equities, Inc.		31,960			2,112,236
Alstria Office REIT AG (Germany)1		53,410			684,858
American Assets Trust, Inc.		13,520			274,050
American Campus Communities, Inc.		16,140			628,330
Apartment Investment & Management Co. - Class A		14,030			346,120
Associated Estates Realty Corp.		6,030			102,389
AvalonBay Communities, Inc.		2,220			296,792
BioMed Realty Trust, Inc.		173,410			3,140,455
Boston Properties, Inc.		10,880			1,077,011
Camden Property Trust		4,560			276,518
CBL & Associates Properties, Inc.		16,700			256,846
Cedar Shopping Centers, Inc.		22,280			81,768
Cogdell Spencer, Inc.		39,930			161,317
Coresite Realty Corp.		7,400			123,210
Corporate Office Properties Trust		104,760			2,540,430
CubeSmart		10,740			105,359
DiamondRock Hospitality Co.		22,400			202,720
Digital Realty Trust, Inc.		49,790			3,103,411

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
DuPont Fabros Technology, Inc.		130,170		$	2,706,234
Education Realty Trust, Inc.		37,860			350,205
Equity Lifestyle Properties, Inc.		4,240			280,391
Equity One, Inc.		5,040			86,436
Equity Residential		4,840			284,011
General Growth Properties, Inc.		24,930			366,471
HCP, Inc.		14,780			588,983
Health Care REIT, Inc.		10,660			561,675
Healthcare Realty Trust, Inc.		2,870			54,214
Home Properties, Inc.		11,420			672,638
Host Hotels & Resorts, Inc.		42,324			603,963
Kilroy Realty Corp.		6,180			226,744
Kimco Realty Corp.		7,070			123,513
LTC Properties, Inc.		4,080			115,709
The Macerich Co.		2,230			110,965
Mack-Cali Realty Corp.		3,020			84,741
Mid-America Apartment Communities, Inc.		5,683			354,619
Morguard Real Estate Investment Trust (Canada)		6,880			104,641
National Retail Properties, Inc.		7,710			210,097
Pebblebrook Hotel Trust		47,440			902,783
ProLogis, Inc.		4,090			121,718
Public Storage		2,580			332,949
Realty Income Corp.		6,000			200,460
Simon Property Group, Inc.		8,150			1,046,786
Sovran Self Storage, Inc.		13,360			590,512
Tanger Factory Outlet Centers		4,410			124,186
Taubman Centers, Inc.		1,900			116,337
UDR, Inc.		34,330			855,847
					27,691,648
Real Estate Management & Development - 0.03%
Forest City Enterprises, Inc. - Class A*		19,060			260,741
Thomas Properties Group, Inc.*		12,980			32,839
					293,580
Thrifts & Mortgage Finance - 0.02%
Aareal Bank AG (Germany)*1		11,235			225,132
Total Financials					111,710,018
Health Care - 7.22%
Biotechnology - 0.39%
BioMarin Pharmaceutical, Inc.*		29,020			989,872
Dendreon Corp.*		72,060			788,336

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Biotechnology (continued)
Exact Sciences Corp.*		100,790		$	801,281
Myriad Genetics, Inc.*		86,120			1,832,634
					4,412,123
Health Care Equipment & Supplies - 2.98%
Abaxis, Inc.*		33,980			953,479
Alere, Inc.*		56,400			1,469,784
Becton, Dickinson and Co.		99,070			7,750,246
BioMerieux (France)1		10,610			920,629
Boston Scientific Corp.*		2,227,950			13,122,626
DexCom, Inc.*		71,455			699,544
Endologix, Inc.*		111,160			1,210,532
Getinge AB - Class B (Sweden)1		8,700			225,687
HeartWare International, Inc.*		16,170			1,098,428
Insulet Corp.*		92,630			1,511,722
Mindray Medical International Ltd. - ADR (China)		15,040			410,592
Quidel Corp.*		82,390			1,471,485
Sirona Dental Systems, Inc.*		16,780			803,762
Straumann Holding AG (Switzerland)1		4,169			733,855
Thoratec Corp.*		22,320			814,903
					33,197,274
Health Care Providers & Services - 0.33%
Amil Participacoes S.A. (Brazil)		40,950			414,545
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		125,000			160,823
China Cord Blood Corp. - ADR (Hong Kong)*		105,000			262,500
Odontoprev S.A. (Brazil)		53,210			837,426
Sonic Healthcare Ltd. (Australia)1		177,490			2,050,954
					3,726,248
Health Care Technology - 1.36%
Allscripts Healthcare Solutions, Inc.*		226,410			4,335,752
Cerner Corp.*		163,556			10,374,357
Computer Programs & Systems, Inc.		8,300			423,881
					15,133,990
Life Sciences Tools & Services - 1.50%
Lonza Group AG (Switzerland)1		14,210			945,225
QIAGEN N.V. (Netherlands)*1		15,390			214,056
QIAGEN N.V. - ADR (Netherlands)*		634,939			8,749,459
Sequenom, Inc.*		131,250			652,313
Waters Corp.*		63,500			5,087,620

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services (continued)
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		84,470		$	1,049,962
					16,698,635
Pharmaceuticals - 0.66%
Allergan, Inc.		9,810			825,217
AstraZeneca plc (United Kingdom)1		2,540			121,943
AstraZeneca plc - ADR (United Kingdom)		16,540			792,431
Bayer AG (Germany)1		13,685			871,899
GlaxoSmithKline plc (United Kingdom)1		16,925			379,836
Green Cross Corp. (South Korea)1		7,130			1,102,414
Novo Nordisk A/S - Class B (Denmark)1		3,250			345,041
Optimer Pharmaceuticals, Inc.*		57,420			819,383
Sanofi (France)1		2,170			155,240
Shire plc (Ireland)1		21,165			664,275
Takeda Pharmaceutical Co. Ltd. (Japan)1		3,000			135,244
UCB S.A. (Belgium)1		26,170			1,149,769
					7,362,692
Total Health Care					80,530,962
Industrials - 6.12%
Aerospace & Defense - 0.02%
European Aeronautic Defence and Space Co. N.V. (Netherlands)1		8,720			257,059
Air Freight & Logistics - 1.65%
FedEx Corp.		84,980			6,953,913
PostNL N.V. (Netherlands)1		31,330			158,636
TNT Express N.V. (Netherlands)1		31,330			265,821
United Parcel Service, Inc. - Class B		156,105			10,964,815
					18,343,185
Airlines - 1.12%
Copa Holdings S.A. - Class A (Panama)		7,000			483,490
Deutsche Lufthansa AG (Germany)1		19,235			261,338
Ryanair Holdings plc - ADR (Ireland)*		28,480			819,370
Southwest Airlines Co.		1,242,380			10,622,349
US Airways Group, Inc.*		42,200			243,494
					12,430,041
Commercial Services & Supplies - 0.14%
Edenred (France)1		25,980			732,819
Interface, Inc. - Class A		6,620			86,325
Tomra Systems ASA (Norway)1		105,630			774,534
					1,593,678

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Construction & Engineering - 0.01%
MYR Group, Inc.*		6,860		$	132,329
Electrical Equipment - 0.19%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		33,520			630,511
Acuity Brands, Inc.		2,880			133,344
Alstom S.A. (France)1		11,070			412,225
Nexans S.A. (France)1		2,200			138,386
Polypore International, Inc.*		7,390			387,606
Prysmian S.p.A. (Italy)1		7,200			108,844
Schneider Electric S.A. (France)1		5,520			324,133
					2,135,049
Industrial Conglomerates - 0.12%
Siemens AG (Germany)1		12,280			1,287,201
Machinery - 1.25%
Astec Industries, Inc.*		3,280			109,060
FANUC Corp. (Japan)1		7,000			1,131,832
Flowserve Corp.		121,540			11,265,543
Graham Corp.		5,190			119,578
Pall Corp.		5,650			289,111
Titan International, Inc.		11,080			249,300
Wabash National Corp.*		33,330			229,977
Westport Innovations, Inc. (Canada)*		19,240			582,010
					13,976,411
Marine - 0.04%
Baltic Trading Ltd.		15,120			84,067
D/S Norden (Denmark)1		8,840			257,817
Pacific Basin Shipping Ltd. (Bermuda)1,4		77,000			35,110
Sinotrans Shipping Ltd. (Hong Kong)1		433,500			108,200
					485,194
Professional Services - 0.18%
The Advisory Board Co.*		20,620			1,262,975
Qualicorp S.A. (Brazil)*		86,480			790,326
					2,053,301
Road & Rail - 1.35%
All America Latina Logistica S.A. (Brazil)		195,270			977,004
Heartland Express, Inc.		17,200			230,652
Knight Transportation, Inc.		14,100			214,320
Norfolk Southern Corp.		177,710			13,148,763
RailAmerica, Inc.*		36,120			493,760
					15,064,499

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Transportation Infrastructure - 0.05%
Groupe Eurotunnel S.A. (France)1		9,500		$	85,575
Malaysia Airports Holdings Berhad (Malaysia)1		209,870			431,016
					516,591
Total Industrials					68,274,538
Information Technology - 12.79%
Communications Equipment - 2.91%
Alcatel-Lucent - ADR (France)*		356,850			977,769
Cisco Systems, Inc.		1,066,500			19,762,245
Infinera Corp.*		192,250			1,405,348
Qualcomm, Inc.		199,410			10,289,556
					32,434,918
Computers & Peripherals - 1.49%
Apple, Inc.*		2,280			922,898
EMC Corp.*		614,920			15,071,689
Immersion Corp.*		90,760			623,521
					16,618,108
Electronic Equipment, Instruments & Components - 1.03%
Amphenol Corp. - Class A		12,550			596,000
Corning, Inc.		691,160			9,876,676
Hitachi Ltd. (Japan)1		126,000			675,144
Keyence Corp. (Japan)1		1,463			371,910
					11,519,730
Internet Software & Services - 2.37%
The Active Network, Inc.*		32,000			430,080
comScore, Inc.*		50,280			1,061,411
Google, Inc. - Class A*		37,230			22,063,987
LogMeIn, Inc.*		28,000			1,138,760
Tencent Holdings Ltd. (China)1		29,700			686,889
Velti plc - ADR (Ireland)*		119,750			1,008,295
					26,389,422
IT Services - 2.22%
Amadeus IT Holding S.A. - Class A (Spain)1		28,020			528,079
Amdocs Ltd. - ADR (Guernsey)*		60,120			1,804,802
Cap Gemini S.A. (France)1		35,600			1,362,247
Cielo S.A. (Brazil)		30,436			812,466
Euronet Worldwide, Inc.*		51,000			987,870
Indra Sistemas S.A. (Spain)1		40,270			674,776
MasterCard, Inc. - Class A		26,000			9,028,240
Redecard S.A. (Brazil)		44,820			745,064

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
Visa, Inc. - Class A		94,020		$	8,768,305
					24,711,849
Semiconductors & Semiconductor Equipment - 0.18%
Advantest Corp. (Japan)1		39,600			460,892
Sumco Corp. (Japan)1		61,500			621,894
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		27,422			346,066
Tokyo Electron Ltd. (Japan)1		12,000			638,202
					2,067,054
Software - 2.59%
Autodesk, Inc.*		389,705			13,483,793
CommVault Systems, Inc.*		3,100			131,998
Electronic Arts, Inc.*		468,890			10,948,582
Misys plc (United Kingdom)1		39,838			186,562
RealPage, Inc.*		32,190			848,207
SAP AG (Germany)1		7,670			463,789
SolarWinds, Inc.*		39,000			1,125,540
SuccessFactors, Inc.*		27,330			729,711
Taleo Corp. - Class A*		29,340			950,616
					28,868,798
Total Information Technology					142,609,879
Materials - 2.80%
Chemicals - 2.70%
Arkema S.A. (France)1		67			4,553
BASF SE (Germany)1		13,330			973,035
Calgon Carbon Corp.*		22,965			366,292
Flotek Industries, Inc.*		23,530			175,063
Johnson Matthey plc (United Kingdom)1		25,190			757,688
Linde AG (Germany)1		4,170			660,601
Monsanto Co.		294,990			21,460,523
The Scotts Miracle-Gro Co. - Class A		2,670			129,522
Shin-Etsu Chemical Co. Ltd. (Japan)1		3,100			159,200
Syngenta AG (Switzerland)1		17,700			5,393,562
					30,080,039
Construction Materials - 0.09%
CRH plc (Ireland)1		22,520			407,445
Eagle Materials, Inc.		16,510			339,776
Holcim Ltd. (Switzerland)1		3,450			218,475
					965,696

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Metals & Mining - 0.01%
United States Steel Corp.		4,630		$	117,417
Total Materials					31,163,152
Telecommunication Services - 1.43%
Diversified Telecommunication Services - 1.34%
France Telecom S.A. (France)1		15,090			271,300
Swisscom AG - ADR (Switzerland)5		9,800			394,548
Telefonica S.A. - ADR (Spain)		51,840			1,107,821
Telenor ASA (Norway)1		703,010			12,522,531
Telenor ASA - ADR (Norway)5		12,530			667,097
					14,963,297
Wireless Telecommunication Services - 0.09%
SK Telecom Co. Ltd. - ADR (South Korea)		63,500			939,165
Total Telecommunication Services					15,902,462
Utilities - 0.12%
Electric Utilities - 0.04%
E.ON AG (Germany)1		17,750			428,041
Independent Power Producers & Energy Traders - 0.02%
GenOn Energy, Inc.*		67,115			204,701
Multi-Utilities - 0.03%
GDF Suez (France)1		4,147			116,832
National Grid plc (United Kingdom)1		22,535			224,044
					340,876
Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		19,030			355,805
Total Utilities					1,329,423
TOTAL COMMON STOCKS (Identified Cost $655,494,112)					684,235,363
PREFERRED STOCKS - 0.39%
Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)1		3,800			225,891
Financials - 0.37%
Commercial Banks - 0.12%
PNC Financial Services Group, Inc., Series K (non-cumulative), 8.25%6		480			484,970
Wells Fargo & Co., Series K (non-cumulative), 7.98%6		795			850,650
					1,335,620

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Shares/ Principal Amount			Value (Note 2)
PREFERRED STOCKS (continued)
Financials (continued)
Diversified Financial Services - 0.16%
Bank of America Corp., Series K (non-cumulative), 8.00%6			845		$	786,247
JPMorgan Chase & Co., Series 1 (non-cumulative), 7.90%6			890			958,272
						1,744,519
Real Estate Investment Trusts (REITS) - 0.09%
Public Storage, Series Q, 6.50%			39,780			1,048,999
Total Financials						4,129,138
TOTAL PREFERRED STOCKS (Identified Cost $4,019,068)						4,355,029
CORPORATE BONDS - 18.36%
Convertible Corporate Bonds - 0.15%
Financials - 0.09%
Real Estate Investment Trusts (REITS) - 0.09%
BioMed Realty LP7, 3.75%, 1/15/2030		$	850,000			976,437
Health Care - 0.01%
Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013			140,000			140,350
Information Technology - 0.05%
Computers & Peripherals - 0.05%
EMC Corp., 1.75%, 12/1/2013			335,000			533,069
Total Convertible Corporate Bonds (Identified Cost $1,553,094)						1,649,856
Non-Convertible Corporate Bonds - 18.21%
Consumer Discretionary - 2.57%
Auto Components - 0.06%
UCI International, Inc., 8.625%, 2/15/2019			635,000			625,475
Hotels, Restaurants & Leisure - 0.38%
International Game Technology, 7.50%, 6/15/2019			1,150,000			1,348,054
The Wendy’s Co., 10.00%, 7/15/2016			700,000			763,000
Wyndham Worldwide Corp., 9.875%, 5/1/2014			230,000			262,264
Wyndham Worldwide Corp., 6.00%, 12/1/2016			795,000			840,803
Yum! Brands, Inc., 3.875%, 11/1/2020			980,000			994,895
						4,209,016
Household Durables - 0.15%
Fortune Brands, Inc., 5.375%, 1/15/2016			229,000			245,531
Tupperware Brands Corp.7, 4.75%, 6/1/2021			1,500,000			1,485,731
						1,731,262

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media - 1.14%
Cablevision Systems Corp., 8.625%, 9/15/2017		$	715,000		$	775,775
Columbus International, Inc. (Barbados)7, 11.50%, 11/20/2014			295,000			305,325
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020			1,330,000			1,465,829
Discovery Communications LLC, 5.05%, 6/1/2020			1,350,000			1,495,949
Kabel BW Erste Beteiligungs GmbH - Kabel Baden-Wurttemberg GmbH & Co. KG (Germany)7, 7.50%, 3/15/2019			595,000			618,800
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016			560,000			606,200
NBC Universal Media LLC, 5.15%, 4/30/2020			2,055,000			2,309,450
Sirius XM Radio, Inc.7, 9.75%, 9/1/2015			470,000			509,950
Time Warner, Inc., 4.75%, 3/29/2021			1,480,000			1,606,734
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)7, 8.125%, 12/1/2017			865,000			921,225
UPCB Finance III Ltd. (Cayman Islands)7, 6.625%, 7/1/2020			1,035,000			1,029,825
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019			565,000			628,563
XM Satellite Radio, Inc.7, 7.625%, 11/1/2018			425,000			457,937
						12,731,562
Multiline Retail - 0.09%
Target Corp., 6.00%, 1/15/2018			845,000			1,023,303
Specialty Retail - 0.57%
AutoZone, Inc., 4.00%, 11/15/2020			2,000,000			2,034,150
DirectBuy Holdings, Inc.7, 12.00%, 2/1/2017			675,000			192,375
The Home Depot, Inc., 5.40%, 3/1/2016			1,220,000			1,392,201
Lowe’s Companies, Inc., 6.10%, 9/15/2017			850,000			1,018,035
Rent-A-Center, Inc., 6.625%, 11/15/2020			600,000			603,000
Toys R Us Property Co. II LLC, 8.50%, 12/1/2017			1,090,000			1,151,313
						6,391,074
Textiles, Apparel & Luxury Goods - 0.18%
Jones Group - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019			1,025,000			927,625
VF Corp., 5.95%, 11/1/2017			880,000			1,042,121
						1,969,746
Total Consumer Discretionary						28,681,438
Consumer Staples - 0.33%
Beverages - 0.16%
CEDC Finance Corp. International, Inc.7, 9.125%, 12/1/2016			600,000			432,000
Constellation Brands, Inc., 7.25%, 9/1/2016			1,010,000			1,104,687
PepsiCo, Inc., 7.90%, 11/1/2018			163,000			217,616
						1,754,303

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.09%
Kraft Foods, Inc., 6.125%, 2/1/2018		$	895,000		$	1,055,651
Personal Products - 0.08%
Revlon Consumer Products Corp., 9.75%, 11/15/2015			790,000			847,275
Total Consumer Staples						3,657,229
Energy - 1.24%
Energy Equipment & Services - 0.49%
Baker Hughes, Inc., 7.50%, 11/15/2018			725,000			950,630
Calfrac Holdings LP7, 7.50%, 12/1/2020			675,000			648,000
Schlumberger Oilfield plc (United Kingdom)7, 4.20%, 1/15/2021			400,000			437,484
SESI LLC7, 6.375%, 5/1/2019			600,000			612,000
Thermon Industries, Inc., 9.50%, 5/1/2017			676,000			730,080
Trinidad Drilling Ltd. (Canada)7, 7.875%, 1/15/2019			665,000			696,587
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019			1,045,000			1,362,708
						5,437,489
Oil, Gas & Consumable Fuels - 0.75%
Anadarko Petroleum Corp., 5.95%, 9/15/2016			1,690,000			1,942,177
Arch Western Finance LLC, 6.75%, 7/1/2013			265,000			267,650
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.7, 6.625%, 11/15/2019			685,000			703,837
Coffeyville Resources LLC - Coffeyville Finance, Inc.7, 9.00%, 4/1/2015			203,000			218,732
Coffeyville Resources LLC - Coffeyville Finance, Inc.7, 10.875%, 4/1/2017			215,000			243,487
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018			740,000			784,400
Energy XXI Gulf Coast, Inc., 9.25%, 12/15/2017			800,000			852,000
Linn Energy LLC - Linn Energy Finance Corp., 7.75%, 2/1/2021			785,000			837,987
Martin Midstream Partners LP - Martin Midstream Finance Corp., 8.875%, 4/1/2018			460,000			477,250
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019			910,000			1,017,920
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016			465,000			488,250
Tesoro Corp., 9.75%, 6/1/2019			495,000			556,875
						8,390,565
Total Energy						13,828,054
Financials - 8.07%
Capital Markets - 1.52%
Credit Suisse AG (Switzerland)7, 2.60%, 5/27/2016			2,995,000			3,045,448
GFI Group, Inc.7, 8.375%, 7/19/2018			585,000			544,050
Goldman Sachs Capital II8, 5.793%, 6/1/2043			2,005,000			1,373,425
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			885,000			944,939
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			1,510,000			1,531,222

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Jefferies Group, Inc., 8.50%, 7/15/2019		$	1,480,000		$	1,594,218
Merrill Lynch & Co., Inc., 6.05%, 8/15/2012			4,725,000			4,791,481
Morgan Stanley, 5.55%, 4/27/2017			1,210,000			1,215,654
Morgan Stanley, 5.75%, 1/25/2021			1,900,000			1,876,427
						16,916,864
Commercial Banks - 4.04%
Bank of Montreal (Canada)7, 1.30%, 10/31/2014			1,075,000			1,077,613
Bank of Nova Scotia (Canada)7, 1.45%, 7/26/2013			2,150,000			2,167,888
Bank of Nova Scotia (Canada)7, 1.65%, 10/29/2015			5,370,000			5,371,031
Barclays Bank plc (United Kingdom)7, 2.50%, 9/21/2015			5,370,000			5,354,470
BNP Paribas Home Loan Covered Bonds S.A. (France)7, 2.20%, 11/2/2015			5,370,000			5,165,752
Intesa Sanpaolo S.p.A. (Italy)7, 6.50%, 2/24/2021			2,065,000			1,905,388
KeyBank National Association, 5.45%, 3/3/2016			1,310,000			1,405,849
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			1,830,000			2,118,161
National Bank of Canada (Canada)7, 2.20%, 10/19/2016			1,770,000			1,789,939
National City Corp., 6.875%, 5/15/2019			1,465,000			1,721,500
PNC Bank National Association, 5.25%, 1/15/2017			1,035,000			1,103,138
Royal Bank of Canada (Canada)7, 3.125%, 4/14/2015			4,725,000			4,957,135
Santander Issuances S.A. Unipersonal (Spain)7, 5.911%, 6/20/2016			1,900,000			1,854,949
Societe Generale S.A. (France)7, 5.75%, 4/20/2016			2,055,000			1,871,758
The Toronto-Dominion Bank (Canada)7, 2.20%, 7/29/2015			5,370,000			5,501,237
Wachovia Corp., 5.25%, 8/1/2014			1,270,000			1,354,468
Wilmington Trust Corp., 8.50%, 4/2/2018			280,000			336,424
						45,056,700
Consumer Finance - 0.50%
American Express Co., 8.125%, 5/20/2019			1,565,000			2,014,376
American Express Co.8, 6.80%, 9/1/2066			930,000			920,700
Credit Acceptance Corp., 9.125%, 2/1/2017			1,340,000			1,390,250
Discover Financial Services, 10.25%, 7/15/2019			1,055,000			1,267,031
						5,592,357
Diversified Financial Services - 0.73%
Bank of America Corp., 5.75%, 8/15/2016			685,000			670,675
Bank of America Corp., 5.65%, 5/1/2018			860,000			861,152
Bank of America Corp., 7.625%, 6/1/2019			1,675,000			1,820,107
Bank of America Corp.9, 5.13%, 2/24/2026			970,000			850,905
Citigroup, Inc., 8.50%, 5/22/2019			1,220,000			1,509,650
JPMorgan Chase & Co., 6.30%, 4/23/2019			860,000			974,493
JPMorgan Chase & Co., 4.95%, 3/25/2020			1,425,000			1,494,236
						8,181,218

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance - 0.21%
American International Group, Inc., 4.25%, 5/15/2013		$	1,245,000		$	1,238,622
Fidelity National Financial, Inc., 6.60%, 5/15/2017			530,000			578,285
Hartford Financial Services Group, Inc.8 , 8.125%, 6/15/2038			495,000			502,425
						2,319,332
Real Estate Investment Trusts (REITS) - 1.07%
BioMed Realty LP, 3.85%, 4/15/2016			975,000			958,933
Boston Properties LP, 5.875%, 10/15/2019			1,255,000			1,384,657
Camden Property Trust, 5.70%, 5/15/2017			980,000			1,084,476
Digital Realty Trust LP, 5.25%, 3/15/2021			1,870,000			1,825,988
DuPont Fabros Technology LP, 8.50%, 12/15/2017			870,000			930,900
HCP, Inc., 6.70%, 1/30/2018			1,270,000			1,375,570
Health Care REIT, Inc., 6.20%, 6/1/2016			1,240,000			1,328,398
Mack-Cali Realty LP, 7.75%, 8/15/2019			755,000			896,807
National Retail Properties, Inc., 6.875%, 10/15/2017			650,000			720,488
Simon Property Group LP, 10.35%, 4/1/2019			1,035,000			1,407,038
						11,913,255
Total Financials						89,979,726
Health Care - 0.87%
Health Care Equipment & Supplies - 0.40%
Alere, Inc., 7.875%, 2/1/2016			735,000			727,650
Alere, Inc., 9.00%, 5/15/2016			664,000			670,640
CR Bard, Inc., 4.40%, 1/15/2021			925,000			1,038,288
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017			835,000			895,537
Fresenius US Finance II, Inc.7 , 9.00%, 7/15/2015			1,005,000			1,135,650
						4,467,765
Health Care Providers & Services - 0.34%
BioScrip, Inc., 10.25%, 10/1/2015			430,000			433,225
HCA, Inc., 8.00%, 10/1/2018			810,000			849,487
HCA, Inc., 6.50%, 2/15/2020			140,000			146,650
Health Management Associates, Inc., 6.125%, 4/15/2016			1,035,000			1,050,525
LifePoint Hospitals, Inc., 6.625%, 10/1/2020			555,000			578,587
STHI Holding Corp.7 , 8.00%, 3/15/2018			635,000			647,700
						3,706,174
Pharmaceuticals - 0.13%
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019			1,245,000			1,463,220
Total Health Care						9,637,159

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials - 2.10%
Aerospace & Defense - 0.16%
The Boeing Co., 6.00%, 3/15/2019		$	980,000		$	1,187,043
Ducommun, Inc.7 , 9.75%, 7/15/2018			590,000			607,700
						1,794,743
Air Freight & Logistics - 0.18%
Aguila 3 S.A. (Luxembourg)7 , 7.875%, 1/31/2018			1,025,000			1,004,500
FedEx Corp., 8.00%, 1/15/2019			785,000			1,019,378
						2,023,878
Airlines - 0.41%
Continental Airlines, Inc.7 , 6.75%, 9/15/2015			785,000			786,962
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022			306,318			309,381
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7 , 6.375%, 1/2/2016			545,000			498,675
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			290,000			268,975
Southwest Airlines Co., 5.25%, 10/1/2014			945,000			1,011,540
Southwest Airlines Co., 5.75%, 12/15/2016			1,580,000			1,744,375
						4,619,908
Building Products - 0.14%
Building Materials Corp. of America7 , 6.875%, 8/15/2018			340,000			353,600
Building Materials Corp. of America7 , 7.50%, 3/15/2020			215,000			228,975
Owens Corning, 9.00%, 6/15/2019			830,000			981,752
						1,564,327
Commercial Services & Supplies - 0.24%
Clean Harbors, Inc., 7.625%, 8/15/2016			414,000			437,805
Garda World Security Corp. (Canada)7 , 9.75%, 3/15/2017			785,000			796,775
Waste Management, Inc., 7.375%, 3/11/2019			1,110,000			1,390,429
						2,625,009
Industrial Conglomerates - 0.36%
GE Capital Trust I8 , 6.375%, 11/15/2067			895,000			883,258
General Electric Capital Corp., 5.625%, 5/1/2018			460,000			508,609
General Electric Capital Corp., 5.50%, 1/8/2020			1,390,000			1,550,077
Textron, Inc., 7.25%, 10/1/2019			940,000			1,042,724
						3,984,668
Machinery - 0.33%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			815,000			1,032,714
Dynacast International LLC - Dynacast Finance, Inc.7 , 9.25%, 7/15/2019			875,000			805,000

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery (continued)
John Deere Capital Corp., 5.50%, 4/13/2017		$	275,000		$	322,245
John Deere Capital Corp., 5.75%, 9/10/2018			1,295,000			1,549,947
						3,709,906
Marine - 0.10%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017			1,205,000			1,153,787
Road & Rail - 0.18%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			1,150,000			1,156,818
Union Pacific Corp., 5.65%, 5/1/2017			700,000			812,154
						1,968,972
Total Industrials						23,445,198
Information Technology - 0.52%
Communications Equipment - 0.10%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029			540,000			475,200
EH Holding Corp.7 , 6.50%, 6/15/2019			600,000			613,500
						1,088,700
Electronic Equipment, Instruments & Components - 0.16%
Corning, Inc., 6.625%, 5/15/2019			1,000,000			1,214,584
CPI International, Inc., 8.00%, 2/15/2018			575,000			508,875
						1,723,459
IT Services - 0.13%
The Western Union Co., 5.253%, 4/1/2020			1,350,000			1,447,334
Semiconductors & Semiconductor Equipment - 0.13%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017			745,000			767,350
Advanced Micro Devices, Inc., 7.75%, 8/1/2020			240,000			243,600
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018			455,000			465,237
						1,476,187
Total Information Technology						5,735,680
Materials - 1.26%
Chemicals - 0.15%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018			855,000			1,045,898
Rhodia S.A. (France)7 , 6.875%, 9/15/2020			570,000			643,387
						1,689,285
Containers & Packaging - 0.18%
Longview Fibre Paper & Packaging, Inc.7 , 8.00%, 6/1/2016			600,000			609,000

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging (continued)
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC7 , 9.00%, 5/15/2018		$	480,000		$	464,400
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC7 , 7.125%, 4/15/2019			940,000			958,800
						2,032,200
Metals & Mining - 0.72%
Alcoa, Inc., 5.72%, 2/23/2019			1,562,000			1,566,008
Allegheny Technologies, Inc., 5.95%, 1/15/2021			915,000			992,091
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021			1,970,000			1,903,641
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019			830,000			1,014,012
Calcipar S.A. (Luxembourg)7 , 6.875%, 5/1/2018			890,000			827,700
FMG Resources August 2006 Pty, Ltd. (Australia)7 , 8.25%, 11/1/2019			270,000			272,700
FMG Resources August 2006 Pty. Ltd. (Australia)7 , 6.875%, 2/1/2018			710,000			681,600
Mirabela Nickel Ltd. (Australia)7 , 8.75%, 4/15/2018			885,000			787,650
						8,045,402
Paper & Forest Products - 0.21%
Georgia-Pacific LLC7 , 8.25%, 5/1/2016			875,000			970,234
International Paper Co., 7.50%, 8/15/2021			1,060,000			1,288,201
						2,258,435
Total Materials						14,025,322
Telecommunication Services - 0.77%
Diversified Telecommunication Services - 0.42%
Inmarsat Finance plc (United Kingdom)7 , 7.375%, 12/1/2017			1,215,000			1,300,050
Intelsat Jackson Holdings S.A. (Luxembourg)7 , 7.25%, 4/1/2019			890,000			894,450
Verizon Communications, Inc., 3.00%, 4/1/2016			980,000			1,031,349
Wind Acquisition Finance S.A. (Luxembourg)7 , 11.75%, 7/15/2017			455,000			450,450
Wind Acquisition Finance S.A. (Luxembourg)7 , 7.25%, 2/15/2018			1,015,000			979,475
						4,655,774
Wireless Telecommunication Services - 0.35%
CC Holdings GS V LLC - Crown Castle GS III Corp.7 , 7.75%, 5/1/2017			1,110,000			1,201,575
Crown Castle Towers LLC7 , 6.113%, 1/15/2020			1,045,000			1,154,718
Crown Castle Towers LLC7 , 4.883%, 8/15/2020			353,000			360,851
NII Capital Corp., 8.875%, 12/15/2019			590,000			619,500
SBA Tower Trust7 , 5.101%, 4/15/2017			575,000			626,462
						3,963,106
Total Telecommunication Services						8,618,880

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.48%
Electric Utilities - 0.34%
Allegheny Energy Supply Co. LLC7 , 5.75%, 10/15/2019		$	1,660,000		$	1,807,528
Exelon Generation Co. LLC, 5.35%, 1/15/2014			895,000			956,848
Southwestern Electric Power Co., 6.45%, 1/15/2019			880,000			1,027,138
						3,791,514
Gas Utilities - 0.07%
Ferrellgas LP - Ferrellgas Finance Corp., 6.50%, 5/1/2021			890,000			796,550
Independent Power Producers & Energy Traders - 0.06%
The AES Corp., 8.00%, 10/15/2017			605,000			663,987
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013			135,000			146,846
Total Utilities						5,398,897
Total Non-Convertible Corporate Bonds (Identified Cost $196,593,528)						203,007,583
TOTAL CORPORATE BONDS (Identified Cost $198,146,622)						204,657,439
MUTUAL FUNDS - 0.35%
iShares Dow Jones US Real Estate Index Fund			18,090			1,035,472
iShares iBoxx High Yield Corporate Bond Fund			31,420			2,805,177
TOTAL MUTUAL FUNDS (Identified Cost $3,787,694)						3,840,649
U.S. TREASURY SECURITIES - 2.40%
U.S. Treasury Notes - 2.40%
U.S. Treasury Note, 2.50%, 4/30/2015		$	12,000,000			12,809,064
U.S. Treasury Note, 2.625%, 4/30/2018			13,000,000			13,942,500
TOTAL U.S. TREASURY SECURITIES (Identified Cost $25,992,401)						26,751,564
ASSET-BACKED SECURITIES - 0.33%
FDIC Trust, Series 2011-R1, Class A7 , 2.672%, 7/25/2026			2,009,812			2,058,880
GMAC Mortgage Servicer Advance Funding Co. Ltd., Series 2011-1A, Class A7 , 3.72%, 3/15/2023			380,000			383,040
Hertz Vehicle Financing LLC, Series 2009-2A, Class A27 , 5.29%, 3/25/2016			470,000			511,333

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
ASSET-BACKED SECURITIES (continued)
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27 , 3.74%, 2/25/2017		$	700,000		$	722,325
TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,559,444)						3,675,578
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.22%
Americold LLC Trust, Series 2010-ARTA, Class A17 , 3.847%, 1/14/2029			296,397			309,817
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-2, Class A48 , 5.921%, 5/10/2045			3,155,000			3,525,482
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046			850,000			936,737
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042			2,020,000			2,222,022
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A48 , 5.903%, 9/11/2038			605,000			678,915
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041			695,000			764,258
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27 , 3.759%, 4/15/2044			420,000			428,771
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A38 , 5.922%, 3/15/2049			160,000			176,974
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A48 , 5.943%, 6/10/2046			270,000			298,044
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17 , 3.156%, 7/10/2046			441,218			450,545
DBUBS Mortgage Trust, Series 2011-LC1A, Class A17 , 3.742%, 11/10/2046			340,205			354,153
FREMF Mortgage Trust, Series 2011-K701, Class B7,8 , 4.287%, 7/25/2048			550,000			510,185
FREMF Mortgage Trust, Series 2011-K702, Class B7,8 , 4.771%, 4/25/2044			675,000			671,174
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A48 , 6.073%, 7/10/2038			615,000			676,618
GS Mortgage Securities Corp. II, Series 2010-C2, Class A17 , 3.849%, 12/10/2043			734,826			764,986
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A48 , 5.455%, 1/12/2043			1,605,000			1,705,765
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A48 , 5.373%, 12/15/2044			325,000			363,042
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A48 , 6.072%, 4/15/2045			1,460,000			1,624,186
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A48 , 6.067%, 6/15/2038			775,000			866,166
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A7 , 3.913%, 6/25/2043			497,067			501,406
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A48 , 5.414%, 7/12/2046			175,000			190,847

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount			Value (Note 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Morgan Stanley Capital I, Series 2005-HQ7, Class A48 , 5.373%, 11/14/2042		$	125,000		$	138,639
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A8 , 5.23%, 9/15/2042			345,000			383,630
Morgan Stanley Capital I, Series 2011-C1, Class A27 , 3.884%, 9/15/2047			765,000			795,465
OBP Depositor LLC Trust, Series 2010-OBP, Class A7 , 4.646%, 7/15/2045			115,000			122,655
Vornado DP LLC, Series 2010-VNO, Class A2FX7 , 4.004%, 9/13/2028			350,000			355,244
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A48 , 5.379%, 10/15/2044			2,425,000			2,688,585
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A48 , 5.923%, 5/15/2043			215,000			235,350
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A38 , 6.011%, 6/15/2045			750,000			832,262
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27 , 4.393%, 11/15/2043			600,000			617,314
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27 , 3.791%, 2/15/2044			575,000			591,633
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $24,329,818)						24,780,870
FOREIGN GOVERNMENT BONDS - 0.17%
Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019		EUR	975,000			477,719
Republic of Italy (Italy), 2.125%, 10/5/2012		$	1,440,000			1,414,047
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $2,681,365)						1,891,766
U.S. GOVERNMENT AGENCIES - 10.43%
Mortgage-Backed Securities - 5.36%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017			779			846
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			2,579,233			2,804,083
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			169,260			184,122
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			208,156			226,420
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			1,558,600			1,694,474
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			271,282			295,084
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			2,774,275			3,016,129
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			163,849			177,740
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			615,708			677,086
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			1,394,397			1,514,881
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			282,494			310,655
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039			986,101			1,071,306
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			5,962,759			6,548,628
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			9,693,284			10,647,466
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020			878,480			950,396
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022			272,835			296,347

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

Investment Portfolio - October 31, 2011

Pro-Blend® Extended Term Series	Principal Amount/ Shares			Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		$	184,053		$	199,914
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023			153,764			166,726
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023			270,377			293,677
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023			127,657			137,629
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037			699,446			765,361
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038			1,380,200			1,493,447
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038			2,003,777			2,192,609
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038			2,761,910			2,988,526
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038			2,783,457			3,010,972
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038			7,886,095			8,582,443
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038			2,592,990			2,808,988
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040			1,492,121			1,614,550
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040			978,265			1,058,532
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040			2,248,805			2,460,729
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040			1,488,190			1,628,435
Total Mortgage-Backed Securities (Identified Cost $59,233,718)						59,818,201
Other Agencies - 5.07%
Fannie Mae, 6.25%, 5/15/2029			2,404,000			3,276,508
Fannie Mae, 7.25%, 5/15/2030			2,166,000			3,272,001
Fannie Mae, 6.625%, 11/15/2030			2,286,000			3,272,729
Federal Farm Credit Bank, 4.875%, 1/17/2017			25,000,000			29,346,475
Freddie Mac, 3.75%, 3/27/2019			9,500,000			10,676,309
Freddie Mac, 6.75%, 3/15/2031			2,254,000			3,270,103
Freddie Mac, 6.25%, 7/15/2032			2,404,000			3,364,328
Total Other Agencies (Identified Cost $56,485,261)						56,478,453
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $115,718,979)						116,296,654
SHORT-TERM INVESTMENTS - 2.39%
Dreyfus Cash Management, Inc. - Institutional Shares10 , 0.05%, (Identified Cost $26,653,736)			26,653,736			26,653,736
TOTAL INVESTMENTS - 98.41% (Identified Cost $1,060,383,239)						1,097,138,648
OTHER ASSETS, LESS LIABILITIES - 1.59%						17,746,915
NET ASSETS - 100%					$	1,114,885,563

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

Investment Portfolio - October 31, 2011

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2011¹¹ :

Settlement Date	Contracts to Deliver		In Exchange For			Contracts At Value			Unrealized Appreciation
11/25/2011		EUR490,000		$	678,185		$	677,845		$	340

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt

* Non-income producing security

¹  A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

²  Traded on Canadian exchange.

³  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

⁴  Traded on Hong Kong exchange.

⁵  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁶  The rate shown is fixed as of October 31, 2011; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2013 to 2018.

⁷  Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $83,715,383, or 7.51%, of the Series’ net assets as of October 31, 2011.

⁸  The coupon rate is floating and is the effective rate as of October 31, 2011.

⁹  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 October 31, 2011.

¹⁰  Rate shown is the current yield as of October 31, 2011.

¹¹  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. 109

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

October 31, 2011

ASSETS:
Investments, at value (identified cost $1,060,383,239) (Note 2)	$	1,097,138,648
Foreign currency (identified cost $833,507)		823,046
Receivable for securities sold		32,219,284
Interest receivable		4,066,293
Receivable for fund shares sold		3,359,661
Foreign tax reclaims receivable		387,835
Dividends receivable		368,809
Unrealized appreciation on foreign forward currency contracts (Note 2)		340
TOTAL ASSETS		1,138,363,916
LIABILITIES:
Accrued management fees (Note 3)		685,465
Accrued shareholder services fees (Class S) (Note 3)		147,618
Accrued distribution and services (Rule 12b-1) fees (Class C) (Class R) (Note 3)		58,066
Accrued fund accounting and administration fees (Note 3)		53,473
Accrued transfer agent fees (Note 3)		38,845
Accrued Chief Compliance Officer service fees (Note 3)		230
Payable for securities purchased		20,656,156
Payable for fund shares repurchased		1,669,416
Other payables and accrued expenses		169,084
TOTAL LIABILITIES		23,478,353
TOTAL NET ASSETS	$	1,114,885,563
NET ASSETS CONSIST OF:
Capital stock	$	843,517
Additional paid-in-capital		1,031,626,297
Undistributed net investment income		7,628,684
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		38,002,011
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		36,785,054
TOTAL NET ASSETS	$	1,114,885,563

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

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

October 31, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($716,535,808/46,341,647 shares)	$	15.46
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($321,632,495/30,977,680 shares)	$	10.38
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($68,436,009/6,303,343 shares)	$	10.86
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($8,281,251/729,042 shares)	$	11.36

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

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

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Interest	$	16,542,062
Dividends (net of foreign taxes withheld, $495,762)		11,708,923
Total Investment Income		28,250,985
EXPENSES:
Management fees (Note 3)		8,248,283
Shareholder services fees (Class S) (Note 3)		1,846,659
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		525,586
Fund accounting and administration fees (Note 3)		226,189
Transfer agent fees (Note 3)		170,875
Directors’ fees (Note 3)		27,949
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		10,953
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		104,808
Miscellaneous		342,784
Total Expenses		11,506,692
NET INVESTMENT INCOME		16,744,293
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		48,256,935
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $73,275)		(100,860	)
Forward foreign currency exchange contracts		5,205
		48,161,280
Net change in unrealized appreciation (depreciation) on-
Investments		(33,361,277	)
Foreign currency and translation of other assets and liabilities		8,893
Forward foreign currency exchange contracts		11,502
		(33,340,882	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		14,820,398
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	31,564,691

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

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

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	16,744,293			$	12,282,524
Net realized gain on investments and foreign currency (net of Brazilian tax of $73,275 and $0, respectively)			48,161,280				44,621,104
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(33,340,882	)			55,593,428
Net increase from operations			31,564,691				112,497,056
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(8,968,239	)			(6,793,985	)
From net investment income (Class I)			(6,522,174	)			(2,848,491	)
From net investment income (Class C)			(562,393	)			(75,511	)
From net investment income (Class R)			(10,782	)			—
Total distributions to shareholders			(16,063,588	)			(9,717,987	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			115,070,014				271,820,376
Net increase in net assets			130,571,117				374,599,445
NET ASSETS:
Beginning of year			984,314,446				609,715,001
End of year (including undistributed net investment income of $7,628,684 and $6,992,979, respectively)		$	1,114,885,563			$	984,314,446

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

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

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	15.16			$	13.32			$	11.75			$	17.82			$	17.12
Income (loss) from investment operations:
Net investment income			0.23	1			0.22	1			0.17	1			0.22				0.22
Net realized and unrealized gain (loss) on investments			0.26				1.78				1.60				(4.36	)			1.88
Total from investment operations			0.49				2.00				1.77				(4.14	)			2.10
Less distributions to shareholders:
From net investment income			(0.19	)			(0.16	)			(0.20	)			(0.21	)			(0.25	)
From net realized gain on investments			—				—				—				(1.72	)			(1.15	)
Total distributions to shareholders			(0.19	)			(0.16	)			(0.20	)			(1.93	)			(1.40	)
Net asset value - End of year		$	15.46			$	15.16			$	13.32			$	11.75			$	17.82
Net assets - End of year (000’s omitted)		$	716,536			$	676,524			$	511,700			$	424,876			$	596,991
Total return2			3.26	%			15.17	%			15.47	%			(25.70	%)			12.95	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.08	%			1.07	%			1.10	%			1.10	%			1.11	%
Net investment income			1.49	%			1.52	%			1.48	%			1.50	%			1.37	%
Series portfolio turnover			65	%			62	%			62	%			76	%			82	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%3			0.01	%			0.00	%3			N/A

¹  Calculated based on average shares outstanding during the year.

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

³  Less than 0.01%.

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

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

	For the Years Ended 10/31/11												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.26			$	9.08			$	8.10			$	10.00
Income (loss) from investment operations:
Net investment income			0.18	2			0.17	2			0.13	2			0.08
Net realized and unrealized gain (loss) on investments			0.17				1.22				1.10				(1.91	)
Total from investment operations			0.35				1.39				1.23				(1.83	)
Less distributions to shareholders:
From net investment income			(0.23	)			(0.21	)			(0.25	)			(0.07	)
Net asset value - End of period		$	10.38			$	10.26			$	9.08			$	8.10
Net assets - End of period (000’s omitted)		$	321,632			$	278,210			$	98,015			$	1,084
Total return3			3.43	%			15.39	%			15.82	%			(18.46	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.83	%			0.83	%			0.85	%			0.85	%4
Net investment income			1.74	%			1.76	%			1.59	%			1.62	%4
Series portfolio turnover			65	%			62	%			62	%			76	%
*        The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%5			0.00	%5			0.02	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the 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. 115

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

	For the Year Ended 10/31/11				For the  Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.74			$	10.00
Income from investment operations:
Net investment income2			0.08				0.06
Net realized and unrealized gain on investments			0.19				0.73
Total from investment operations			0.27				0.79
Less distributions to shareholders:
From net investment income			(0.15	)			(0.05	)
Net asset value - End of period		$	10.86			$	10.74
Net assets - End of period (000’s omitted)		$	68,436			$	29,468
Total return3			2.49	%			7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.83	%			1.83	%4
Net investment income			0.71	%			0.75	%4
Series portfolio turnover			65	%			62	%
*        The investment advisor did not impose all or a portion of its other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%4,5

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Annualized.

⁵  Less than 0.01%.

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

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

	For the Year Ended 10/31/11				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.22			$	10.00
Income from investment operations:
Net investment income2			0.11				0.02
Net realized and unrealized gain on investments			0.23				1.20
Total from investment operations			0.34				1.22
Less distributions to shareholders:
From net investment income			(0.20	)			—
Net asset value - End of period		$	11.36			$	11.22
Net assets - End of period (000’s omitted)		$	8,281			$	112
Total return3			3.04	%			12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.33	%			1.33	%4
Net investment income			0.97	%			0.43	%4
Series portfolio turnover			65	%			62	%

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Annualized.

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

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

	Average Annual Total Returns As of October 31, 2011
	One Year1			Five Year			Ten Year			Since Inception2
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class S3		0.94	%		0.88	%		5.93	%		8.56	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class I3,4		1.14	%		1.11	%		6.23	%		8.90	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class C3,4		0.15	%		0.12	%		5.18	%		7.82	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class R3,4		0.63	%		0.64	%		5.72	%		8.37	%
Russell 3000® Index5,7		7.90	%		0.55	%		4.37	%		6.98	%
20%/65%/15% Blended Index6,7		5.13	%		1.56	%		5.44	%		6.82	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S for the ten years ended October 31, 2011 to the Russell 3000^® Index and a 20%/65%/15% Blended Index.

¹  The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

²  Performance numbers for the Series and Indices are calculated from November 1, 1995, the Class S inception date.

³  The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2011, this net expense ratio was 1.09% for Class S, 0.84% for Class I, 1.84% for Class C and 1.34% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.09% for Class S, 0.84% for Class I, 1.84% for Class C and 1.34% for Class R for the year ended October 31, 2011.

⁴  For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S adjusted for expense differences.

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

⁶  The 20%/65%/15% Blended Index is 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁷  Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

118

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value 5/1/11			Ending Account Value 10/31/11			Expenses Paid During Period 5/1/11-10/31/11*			Annualized Expense ratio
Class S
Actual		$	1,000.00		$	883.70		$	5.22		1.10	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,019.66		$	5.60		1.10	%
Class I
Actual		$	1,000.00		$	884.60		$	4.04		0.85	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.92		$	4.33		0.85	%
Class C
Actual		$	1,000.00		$	880.10		$	8.77		1.85	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,015.88		$	9.40		1.85	%
Class R
Actual		$	1,000.00		$	882.10		$	6.36		1.34	%
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.45		$	6.82		1.34	%

119

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

* Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

120

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

As of October 31, 2011

Sector Allocation³

Information Technology	17.73	%
Consumer Discretionary	15.68	%
Financials	14.49	%
Health Care	13.02	%
Industrials	10.41	%
Consumer Staples	9.40	%
Energy	5.20	%
Materials	4.30	%
Telecommunication Services	1.73	%
Utilities	0.16	%

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

Top Ten Stock Holdings⁴

Google, Inc. - Class A	2.84	%
Monsanto Co.	2.43	%
The Walt Disney Co.	2.15	%
EMC Corp.	2.00	%
United Parcel Service, Inc. - Class B	2.00	%
The Charles Schwab Corp.	2.00	%
Cisco Systems, Inc.	1.96	%
Time Warner, Inc.	1.89	%
Hess Corp.	1.63	%
Qualcomm, Inc.	1.61	%

⁴ As a percentage of total investments.

121

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS - 88.14%
Consumer Discretionary - 15.37%
Auto Components - 0.08%
Hankook Tire Co. Ltd. (South Korea)1		15,270		$	609,489
Automobiles - 0.65%
Suzuki Motor Corp. (Japan)1		10,200			216,333
Tesla Motors, Inc.*		9,390			275,784
Toyota Motor Corp. (Japan)1		5,500			182,604
Toyota Motor Corp. - ADR (Japan)		56,940			3,798,467
Yamaha Motor Co. Ltd. (Japan)1		26,000			372,424
					4,845,612
Distributors - 0.02%
Inchcape plc (United Kingdom)1		27,250			142,285
Diversified Consumer Services - 0.03%
Anhanguera Educacional Participacoes S.A. (Brazil)		5,220			77,562
Grand Canyon Education, Inc.*		9,710			158,370
					235,932
Hotels, Restaurants & Leisure - 1.47%
Accor S.A. (France)1		15,620			510,524
Carnival Corp.		184,940			6,511,737
Ctrip.com International Ltd. - ADR (China)*		103,460			3,606,616
Hyatt Hotels Corp. - Class A*		1,950			72,521
Intercontinental Hotels Group plc (United Kingdom)1		4,620			85,267
Thomas Cook Group plc (United Kingdom)1		74,470			61,793
TUI Travel plc (United Kingdom)1		44,130			120,758
					10,969,216
Household Durables - 0.13%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		66,310			91,502
DR Horton, Inc.		7,590			84,477
Lennar Corp. - Class A		11,080			183,263
LG Electronics, Inc. (South Korea)1		2,780			184,042
NVR, Inc.*		130			83,557
Rodobens Negocios Imobiliarios S.A. (Brazil)		43,750			277,507
Toll Brothers, Inc.*		4,230			73,771
					978,119
Internet & Catalog Retail - 1.52%
Amazon.com, Inc.*		52,020			11,106,790
Blue Nile, Inc.*		2,020			91,163
Ocado Group plc (United Kingdom)*1		64,710			96,973
					11,294,926
Media - 10.19%
AMC Networks, Inc. - Class A*		160,150			5,224,093

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
Discovery Communications, Inc. - Class A*		195,250		$	8,485,565
Grupo Televisa S.A. - ADR (Mexico)		17,470			372,635
Imax Corp. (Canada)*		161,930			3,113,914
Liberty Global, Inc. - Class A*		142,420			5,722,436
Mediaset Espana Comunicacion S.A. (Spain)1		97,570			645,700
News Corp. - Class A		474,210			8,308,159
Reed Elsevier plc - ADR (United Kingdom)		5,125			175,224
Societe Television Francaise 1 (France)1		39,080			524,723
Time Warner, Inc.		394,960			13,819,650
Virgin Media, Inc. - ADR (United Kingdom)		354,650			8,646,367
The Walt Disney Co.		449,950			15,694,256
The Washington Post Co. - Class B		12,980			4,415,277
Wolters Kluwer N.V. (Netherlands)1		9,750			172,038
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		155,650			484,634
					75,804,671
Multiline Retail - 0.08%
Marks & Spencer Group plc (United Kingdom)1		48,350			249,274
PPR (France)1		1,965			304,920
					554,194
Specialty Retail - 1.16%
Chico’s FAS, Inc.		15,650			193,434
Dick’s Sporting Goods, Inc.*		189,430			7,404,819
The Finish Line, Inc. - Class A		12,710			255,471
Group 1 Automotive, Inc.		3,230			147,159
Inditex S.A. (Spain)1		2,300			208,793
KOMERI Co. Ltd. (Japan)1		5,400			170,132
Penske Automotive Group, Inc.		6,550			133,555
Sonic Automotive, Inc. - Class A		9,350			137,165
					8,650,528
Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)1		4,050			285,228
Total Consumer Discretionary					114,370,200
Consumer Staples - 9.18%
Beverages - 2.19%
Anheuser-Busch InBev N.V. (Belgium)1		167,520			9,290,014
Boston Beer Co., Inc. - Class A*		2,190			193,771
C&C Group plc (Ireland)1		44,110			177,649
Central European Distribution Corp.*		11,700			63,180
The Coca-Cola Co.		81,790			5,587,893

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Diageo plc (United Kingdom)1		24,560		$	508,288
Heineken N.V. (Netherlands)1		5,460			265,256
Kirin Holdings Co. Ltd. (Japan)1		18,000			220,221
					16,306,272
Food & Staples Retailing - 1.53%
Carrefour S.A. (France)1		24,970			660,656
Casino Guichard-Perrachon S.A. (France)1		2,880			269,676
Distribuidora Internacional de Alimentacion S.A. (Spain)*1		62,700			286,735
Koninklijke Ahold N.V. (Netherlands)1		163,230			2,085,486
The Kroger Co.		291,760			6,762,997
SUPERVALU, Inc.		27,000			216,540
Tesco plc (United Kingdom)1		171,040			1,102,765
					11,384,855
Food Products - 4.54%
Barry Callebaut AG (Switzerland)1		390			369,763
Danone S.A. (France)1		127,510			8,839,362
Flowers Foods, Inc.		8,820			178,076
Kraft Foods, Inc. - Class A		278,840			9,809,591
Nestle S.A. (Switzerland)1		52,080			3,012,187
Suedzucker AG (Germany)1		6,820			199,213
Unilever plc - ADR (United Kingdom)		337,274			11,349,270
					33,757,462
Household Products - 0.10%
Reckitt Benckiser Group plc (United Kingdom)1		14,820			760,705
Personal Products - 0.82%
Beiersdorf AG (Germany)1		101,220			5,835,311
Kao Corp. (Japan)1		3,900			102,314
Natura Cosmeticos S.A. (Brazil)		9,270			180,881
					6,118,506
Total Consumer Staples					68,327,800
Energy - 5.09%
Energy Equipment & Services - 3.27%
Baker Hughes, Inc.		134,667			7,809,339
Calfrac Well Services Ltd. (Canada)		11,300			350,309
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		14,770			322,716
ION Geophysical Corp.*		22,000			167,640
Key Energy Services, Inc.*		5,830			75,382
Petroleum Geo-Services ASA (Norway)1		20,000			217,296
Schlumberger Ltd.		112,250			8,247,008

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Trican Well Service Ltd. (Canada)		44,200		$	781,787
Weatherford International Ltd. - ADR (Switzerland)*		410,376			6,360,828
					24,332,305
Oil, Gas & Consumable Fuels - 1.82%
Hess Corp.		189,960			11,883,898
Paladin Energy Ltd. (Australia)*2		84,080			131,592
Repsol YPF S.A. (Spain)1		5,700			171,568
Royal Dutch Shell plc - Class B (Netherlands)1		7,474			268,153
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,420			532,756
Talisman Energy, Inc. (Canada)		23,710			336,353
Total S.A. (France)1		4,820			251,494
					13,575,814
Total Energy					37,908,119
Financials - 12.15%
Capital Markets - 3.98%
The Bank of New York Mellon Corp.3		356,660			7,589,725
The Charles Schwab Corp.		1,186,330			14,568,132
Daiwa Securities Group, Inc. (Japan)1		4,000			13,996
Evercore Partners, Inc. - Class A		5,420			148,725
GAM Holding AG (Switzerland)1		33,170			396,560
Greenhill & Co., Inc.		1,880			71,026
Lazard Ltd. - Class A (Bermuda)		4,250			116,195
Nomura Holdings, Inc. (Japan)1		7,000			26,671
State Street Corp.		166,530			6,726,147
					29,657,177
Commercial Banks - 1.55%
Banco Bilbao Vizcaya Argentaria S.A. - ADR (Spain)		28,160			254,566
Banco Santander S.A. (Spain)1		783,650			6,632,705
Banco Santander S.A. - ADR (Spain)		40,370			345,567
BNP Paribas S.A. (France)1		7,230			322,855
CIT Group, Inc.*		8,550			297,967
Credit Agricole S.A. (France)1		37,200			287,941
First Commonwealth Financial Corp.		121,280			559,101
Hong Leong Financial Group Berhad (Malaysia)1		69,020			267,145
HSBC Holdings plc (United Kingdom)1		32,180			280,780
HSBC Holdings plc - ADR (United Kingdom)		12,295			536,800
ICICI Bank Ltd. - ADR (India)		7,880			292,821
Societe Generale S.A. (France)1		6,150			176,085
Standard Chartered plc (United Kingdom)1		11,010			256,911
U.S. Bancorp		20,630			527,922

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
Wells Fargo & Co.		18,770		$	486,331
					11,525,497
Consumer Finance - 1.68%
American Express Co.		125,580			6,356,860
Discover Financial Services		262,370			6,181,437
					12,538,297
Diversified Financial Services - 2.87%
Bank of America Corp.		25,620			174,985
CME Group, Inc.		27,720			7,638,523
Deutsche Boerse AG (Germany)*1		119,720			6,598,223
ING Groep N.V. (Netherlands)*1		5,355			46,165
JPMorgan Chase & Co.		18,951			658,737
JSE Ltd. (South Africa)1		67,440			595,400
Moody’s Corp.		158,830			5,636,877
					21,348,910
Insurance - 0.55%
Allianz SE (Germany)1		7,740			861,169
The Allstate Corp.		19,070			502,304
AXA S.A. (France)1		4,615			74,227
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		38,700			375,989
Mapfre S.A. (Spain)1		296,900			1,084,860
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,663			490,547
Zurich Financial Services AG (Switzerland)1		2,910			670,591
					4,059,687
Real Estate Investment Trusts (REITS) - 1.47%
Alexandria Real Estate Equities, Inc.		3,800			251,142
Alstria Office REIT AG (Germany)1		41,540			532,653
American Assets Trust, Inc.		3,990			80,877
American Campus Communities, Inc.		10,740			418,108
Apartment Investment & Management Co. - Class A		14,700			362,649
Associated Estates Realty Corp.		5,310			90,164
AvalonBay Communities, Inc.		1,710			228,610
BioMed Realty Trust, Inc.		34,100			617,551
Boston Properties, Inc.		4,870			482,081
Camden Property Trust		3,500			212,240
CBL & Associates Properties, Inc.		6,030			92,741
Cedar Shopping Centers, Inc.		18,000			66,060
Cogdell Spencer, Inc.		31,100			125,644
Coresite Realty Corp.		6,400			106,560
Corporate Office Properties Trust		20,750			503,187

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
CubeSmart		8,550		$	83,875
DiamondRock Hospitality Co.		19,220			173,941
Digital Realty Trust, Inc.		8,140			507,366
DuPont Fabros Technology, Inc.		27,810			578,170
Education Realty Trust, Inc.		18,150			167,887
Equity Lifestyle Properties, Inc.		3,820			252,617
Equity One, Inc.		4,950			84,892
Equity Residential		3,720			218,290
General Growth Properties, Inc.		11,050			162,435
HCP, Inc.		7,450			296,883
Health Care REIT, Inc.		5,330			280,838
Healthcare Realty Trust, Inc.		2,240			42,314
Home Properties, Inc.		7,540			444,106
Host Hotels & Resorts, Inc.		19,393			276,738
Kilroy Realty Corp.		2,260			82,919
Kimco Realty Corp.		5,120			89,446
LTC Properties, Inc.		3,200			90,752
The Macerich Co.		1,600			79,616
Mack-Cali Realty Corp.		2,940			82,496
Morguard Real Estate Investment Trust (Canada)		5,880			89,431
National Retail Properties, Inc.		6,590			179,577
Pebblebrook Hotel Trust		26,950			512,859
ProLogis, Inc.		2,960			88,090
Public Storage		2,670			344,563
Realty Income Corp.		5,130			171,393
Simon Property Group, Inc.		3,890			499,632
Sovran Self Storage, Inc.		6,630			293,046
Tanger Factory Outlet Centers		3,680			103,629
Taubman Centers, Inc.		1,360			83,273
UDR, Inc.		17,710			441,510
					10,972,851
Real Estate Management & Development - 0.02%
Forest City Enterprises, Inc. - Class A*		6,820			93,298
Thomas Properties Group, Inc.*		11,440			28,943
					122,241
Thrifts & Mortgage Finance - 0.03%
Aareal Bank AG (Germany)*1		9,707			194,514
Total Financials					90,419,174

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care - 12.76%
Biotechnology - 1.10%
BioMarin Pharmaceutical, Inc.*		166,230		$	5,670,105
Dendreon Corp.*		51,400			562,316
Exact Sciences Corp.*		75,970			603,961
Myriad Genetics, Inc.*		64,460			1,371,709
					8,208,091
Health Care Equipment & Supplies - 6.40%
Abaxis, Inc.*		32,970			925,138
Alere, Inc.*		435,379			11,345,977
Becton, Dickinson and Co.		90,265			7,061,431
BioMerieux (France)1		8,070			700,234
Boston Scientific Corp.*		1,740,490			10,251,486
DexCom, Inc.*		52,704			515,972
Endologix, Inc.*		86,290			939,698
Gen-Probe, Inc.*		123,850			7,443,385
Getinge AB - Class B (Sweden)1		7,900			204,935
HeartWare International, Inc.*		12,890			875,618
Insulet Corp.*		71,260			1,162,963
Mindray Medical International Ltd. - ADR (China)		11,550			315,315
Quidel Corp.*		74,730			1,334,678
Sirona Dental Systems, Inc.*		15,580			746,282
Straumann Holding AG (Switzerland)1		1,250			220,033
Thoratec Corp.*		17,700			646,227
Volcano Corp.*		118,220			2,947,225
					47,636,597
Health Care Providers & Services - 0.45%
Amil Participacoes S.A. (Brazil)		39,510			399,967
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)1		124,000			159,537
China Cord Blood Corp. - ADR (Hong Kong)*		98,000			245,000
Odontoprev S.A. (Brazil)		46,320			728,990
Sonic Healthcare Ltd. (Australia)1		157,370			1,818,461
					3,351,955
Health Care Technology - 1.93%
Allscripts Healthcare Solutions, Inc.*		161,980			3,101,917
Cerner Corp.*		172,186			10,921,758
Computer Programs & Systems, Inc.		6,000			306,420
					14,330,095
Life Sciences Tools & Services - 2.06%
Lonza Group AG (Switzerland)1		51,230			3,407,733
Luminex Corp.*		26,250			576,450
QIAGEN N.V. (Netherlands)*1		12,980			180,536

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services (continued)
QIAGEN N.V. - ADR (Netherlands)*		447,270		$	6,163,381
Sequenom, Inc.*		102,350			508,679
Waters Corp.*		46,960			3,762,435
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		60,970			757,857
					15,357,071
Pharmaceuticals - 0.82%
Allergan, Inc.		7,150			601,458
AstraZeneca plc (United Kingdom)1		2,175			104,420
AstraZeneca plc - ADR (United Kingdom)		12,710			608,936
Bayer AG (Germany)1		11,706			745,813
GlaxoSmithKline plc (United Kingdom)1		14,755			331,137
Green Cross Corp. (South Korea)1		6,340			980,267
Novo Nordisk A/S - Class B (Denmark)1		2,470			262,231
Optimer Pharmaceuticals, Inc.*		43,940			627,024
Sanofi (France)1		1,987			142,148
Shire plc (Ireland)1		16,590			520,686
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,700			121,720
UCB S.A. (Belgium)1		24,700			1,085,185
					6,131,025
Total Health Care					95,014,834
Industrials - 10.14%
Aerospace & Defense - 0.03%
European Aeronautic Defence and Space Co. N.V. (Netherlands)1		6,890			203,112
Air Freight & Logistics - 2.69%
FedEx Corp.		61,490			5,031,727
PostNL N.V. (Netherlands)1		26,680			135,091
TNT Express N.V. (Netherlands)1		26,680			226,368
United Parcel Service, Inc. - Class B		207,813			14,596,785
					19,989,971
Airlines - 2.53%
Copa Holdings S.A. - Class A (Panama)		4,600			317,722
Deutsche Lufthansa AG (Germany)1		17,640			239,667
Ryanair Holdings plc - ADR (Ireland)*		278,770			8,020,213
Southwest Airlines Co.		1,169,357			9,998,002
US Airways Group, Inc.*		37,210			214,702
					18,790,306
Commercial Services & Supplies - 0.21%
Edenred (France)1		21,890			617,452
Interface, Inc. - Class A		5,060			65,982

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
Ritchie Bros. Auctioneers, Inc. (Canada)		10,170		$	202,790
Tomra Systems ASA (Norway)1		87,870			644,309
					1,530,533
Construction & Engineering - 0.53%
MYR Group, Inc.*		5,380			103,780
Quanta Services, Inc.*		184,640			3,857,130
					3,960,910
Electrical Equipment - 0.23%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		31,900			600,039
Acuity Brands, Inc.		2,030			93,989
Alstom S.A. (France)1		10,550			392,861
Nexans S.A. (France)1		2,050			128,950
Polypore International, Inc.*		3,500			183,575
Prysmian S.p.A. (Italy)1		6,400			96,750
Schneider Electric S.A. (France)1		4,200			246,623
					1,742,787
Industrial Conglomerates - 0.14%
Siemens AG (Germany)1		10,250			1,074,414
Machinery - 1.77%
AGCO Corp.*		5,210			228,354
Astec Industries, Inc.*		2,380			79,135
FANUC Corp. (Japan)1		3,100			501,240
Flowserve Corp.		66,880			6,199,107
Graham Corp.		4,030			92,851
Pall Corp.		97,720			5,000,332
Pentair, Inc.		5,510			198,085
Titan International, Inc.		10,040			225,900
Wabash National Corp.*		30,000			207,000
Westport Innovations, Inc. (Canada)*		15,220			460,405
					13,192,409
Marine - 0.05%
Baltic Trading Ltd.		11,570			64,329
D/S Norden (Denmark)1		8,020			233,902
Pacific Basin Shipping Ltd. (Bermuda)1,4		60,000			27,358
Sinotrans Shipping Ltd. (Hong Kong)1		309,000			77,125
					402,714
Professional Services - 0.24%
The Advisory Board Co.*		15,860			971,425

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Industrials (continued)
Professional Services (continued)
Qualicorp S.A. (Brazil)*		90,480		$	826,881
					1,798,306
Road & Rail - 1.62%
All America Latina Logistica S.A. (Brazil)		155,210			776,570
Heartland Express, Inc.		15,300			205,173
Knight Transportation, Inc.		13,390			203,528
Norfolk Southern Corp.		140,860			10,422,231
RailAmerica, Inc.*		34,000			464,780
					12,072,282
Transportation Infrastructure - 0.10%
Groupe Eurotunnel S.A. (France)1		39,430			355,183
Malaysia Airports Holdings Berhad (Malaysia)1		183,830			377,537
					732,720
Total Industrials					75,490,464
Information Technology - 17.38%
Communications Equipment - 3.74%
Alcatel-Lucent - ADR (France)*		241,060			660,504
Cisco Systems, Inc.		770,210			14,271,991
Infinera Corp.*		150,340			1,098,985
Qualcomm, Inc.		228,280			11,779,248
					27,810,728
Computers & Peripherals - 2.14%
Apple, Inc.*		1,670			675,983
EMC Corp.*		596,440			14,618,744
Immersion Corp.*		87,850			603,529
					15,898,256
Electronic Equipment, Instruments & Components - 2.45%
Amphenol Corp. - Class A		153,680			7,298,263
Corning, Inc.		699,800			10,000,142
Hitachi Ltd. (Japan)1		97,400			521,897
Keyence Corp. (Japan)1		1,042			264,888
Maxwell Technologies, Inc.*		8,410			167,948
					18,253,138
Internet Software & Services - 3.20%
The Active Network, Inc.*		25,000			336,000
comScore, Inc.*		36,100			762,071
Google, Inc. - Class A*		34,969			20,724,028
LogMeIn, Inc.*		20,000			813,400

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
Tencent Holdings Ltd. (China)1		21,600		$	499,556
Velti plc - ADR (Ireland)*		85,210			717,468
					23,852,523
IT Services - 3.40%
Amadeus IT Holding S.A. - Class A (Spain)1		196,980			3,712,383
Amdocs Ltd. - ADR (Guernsey)*		158,690			4,763,874
Cap Gemini S.A. (France)1		27,720			1,060,716
Cielo S.A. (Brazil)		30,876			824,211
Euronet Worldwide, Inc.*		40,000			774,800
Indra Sistemas S.A. (Spain)1		32,620			546,590
MasterCard, Inc. - Class A		18,810			6,531,584
Redecard S.A. (Brazil)		44,990			747,890
Visa, Inc. - Class A		68,050			6,346,343
					25,308,391
Semiconductors & Semiconductor Equipment - 0.18%
Sumco Corp. (Japan)1		55,600			562,233
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		23,653			298,501
Tokyo Electron Ltd. (Japan)1		9,300			494,607
					1,355,341
Software - 2.27%
Autodesk, Inc.*		299,610			10,366,506
CommVault Systems, Inc.*		2,810			119,650
Misys plc (United Kingdom)1		40,267			188,571
RealPage, Inc.*		24,910			656,379
SAP AG (Germany)1		6,540			395,460
SolarWinds, Inc.*		28,700			828,282
SuccessFactors, Inc.*		133,240			3,557,508
Taleo Corp. - Class A*		23,500			761,400
					16,873,756
Total Information Technology					129,352,133
Materials - 4.21%
Chemicals - 3.37%
Arkema S.A. (France)1		40			2,718
BASF SE (Germany)1		10,110			737,988
Calgon Carbon Corp.*		22,488			358,684
Flotek Industries, Inc.*		21,180			157,579
Johnson Matthey plc (United Kingdom)1		19,780			594,961
Linde AG (Germany)1		3,230			511,689
Monsanto Co.		243,470			17,712,443

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares		Value (Note 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
The Scotts Miracle-Gro Co. - Class A		4,070		$	197,436
Shin-Etsu Chemical Co. Ltd. (Japan)1		2,600			133,522
Syngenta AG (Switzerland)1		15,350			4,677,468
					25,084,488
Construction Materials - 0.11%
CRH plc (Ireland)1		17,360			314,088
Eagle Materials, Inc.		14,990			308,494
Holcim Ltd. (Switzerland)1		2,710			171,614
					794,196
Containers & Packaging - 0.72%
Owens-Illinois, Inc.*		269,060			5,402,725
Metals & Mining - 0.01%
United States Steel Corp.		3,260			82,674
Total Materials					31,364,083
Telecommunication Services - 1.70%
Diversified Telecommunication Services - 1.59%
France Telecom S.A. (France)1		13,330			239,658
Swisscom AG - ADR (Switzerland)5		9,116			367,010
Telefonica S.A. - ADR (Spain)		39,010			833,644
Telenor ASA (Norway)1		553,990			9,868,077
Telenor ASA - ADR (Norway)5		9,830			523,349
					11,831,738
Wireless Telecommunication Services - 0.11%
SK Telecom Co. Ltd. - ADR (South Korea)		53,960			798,068
Total Telecommunication Services					12,629,806
Utilities - 0.16%
Electric Utilities - 0.05%
E.ON AG (Germany)1		13,630			328,687
Independent Power Producers & Energy Traders - 0.02%
GenOn Energy, Inc.*		56,361			171,901
Multi-Utilities - 0.05%
GDF Suez (France)1		4,464			125,763
National Grid plc (United Kingdom)1		24,670			245,270
					371,033

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Shares/ Principal  Amount			Value (Note 2)
COMMON STOCKS (continued)
Utilities (continued)
Water Utilities - 0.04%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)			15,510		$	289,991
Total Utilities						1,161,612
TOTAL COMMON STOCKS (Identified Cost $636,558,144)						656,038,225
PREFERRED STOCKS - 0.03%
Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany)1 (Identified Cost $134,525)			3,790			225,297
CORPORATE BONDS - 2.11%
Non-Convertible Corporate Bonds - 2.11%
Financials - 2.05%
Capital Markets - 0.11%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		$	410,000			415,762
Morgan Stanley, 5.50%, 1/26/2020			405,000			399,046
						814,808
Commercial Banks - 1.73%
Bank of Nova Scotia (Canada)6 , 1.45%, 7/26/2013			970,000			978,070
Bank of Nova Scotia (Canada)6 , 1.65%, 10/29/2015			2,425,000			2,425,466
Barclays Bank plc (United Kingdom)6 , 2.50%, 9/21/2015			2,425,000			2,417,987
BNP Paribas Home Loan Covered Bonds S.A. (France)6 , 2.20%, 11/2/2015			2,425,000			2,332,765
Royal Bank of Canada (Canada)6 , 3.125%, 4/14/2015			2,135,000			2,239,890
The Toronto-Dominion Bank (Canada)6 , 2.20%, 7/29/2015			2,425,000			2,484,265
						12,878,443
Consumer Finance - 0.05%
American Express Co., 8.125%, 5/20/2019			315,000			405,450
Diversified Financial Services - 0.16%
Bank of America Corp., 7.625%, 6/1/2019			340,000			369,455
Citigroup, Inc., 8.50%, 5/22/2019			330,000			408,348
JPMorgan Chase & Co., 4.95%, 3/25/2020			385,000			403,706
						1,181,509
Total Financials						15,280,210

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

Investment Portfolio - October 31, 2011

Pro-Blend® Maximum Term Series	Principal Amount/ Shares			Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials - 0.06%
Industrial Conglomerates - 0.06%
General Electric Capital Corp., 5.50%, 1/8/2020		$	375,000		$	418,186
TOTAL CORPORATE BONDS (Identified Cost $15,456,319)						15,698,396
U.S. TREASURY SECURITIES - 1.88%
U.S. Treasury Notes - 1.88%
U.S. Treasury Note, 1.00%, 8/31/2016 (Identified Cost $14,094,173)			14,000,000			14,026,320
U.S. GOVERNMENT AGENCIES - 2.67%
Other Agencies - 2.67%
Fannie Mae, 6.25%, 5/15/2029			1,608,000			2,191,608
Fannie Mae, 7.25%, 5/15/2030			1,448,000			2,187,376
Fannie Mae, 6.625%, 11/15/2030			1,528,000			2,187,546
Freddie Mac, 5.25%, 4/18/2016			7,556,000			8,900,583
Freddie Mac, 6.75%, 3/15/2031			1,508,000			2,187,806
Freddie Mac, 6.25%, 7/15/2032			1,608,000			2,250,349
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $19,520,509)						19,905,268
SHORT-TERM INVESTMENTS - 3.18%
Dreyfus Cash Management, Inc. - Institutional Shares7 , 0.05%, (Identified Cost $23,628,955)			23,628,955			23,628,955
TOTAL INVESTMENTS - 98.01% (Identified Cost $709,392,625)						729,522,461
OTHER ASSETS, LESS LIABILITIES - 1.99%						14,808,741
NET ASSETS - 100%					$	744,331,202

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

* Non-income producing security

¹  A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

²  Traded on Canadian exchange.

³  The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

⁴  Traded on Hong Kong exchange.

⁵  Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁶  Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $12,878,443, or 1.73%, of the Series’ net assets as of October 31, 2011.

⁷  Rate shown is the current yield as of October 31, 2011.

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

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

October 31, 2011

ASSETS:
Investments, at value (identified cost $709,392,625) (Note 2)	$	729,522,461
Receivable for securities sold		20,224,327
Receivable for fund shares sold		630,185
Foreign tax reclaims receivable		591,291
Dividends receivable		344,551
Interest receivable		327,122
TOTAL ASSETS		751,639,937
LIABILITIES:
Accrued management fees (Note 3)		455,900
Accrued shareholder services fees (Class S) (Note 3)		104,659
Accrued transfer agent fees (Note 3)		47,316
Accrued fund accounting and administration fees (Note 3)		33,001
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		15,648
Accrued Chief Compliance Officer service fees (Note 3)		230
Accrued directors’ fees (Note 3)		98
Payable for securities purchased		5,292,339
Payable for fund shares repurchased		1,250,201
Other payables and accrued expenses		109,343
TOTAL LIABILITIES		7,308,735
TOTAL NET ASSETS	$	744,331,202
NET ASSETS CONSIST OF:
Capital stock	$	555,318
Additional paid-in-capital		739,788,224
Undistributed net investment income		1,936,234
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(18,156,033	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		20,207,459
TOTAL NET ASSETS	$	744,331,202

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

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

October 31, 2011

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($512,214,520/32,715,508 shares)	$	15.66
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($210,597,072/20,802,310 shares)	$	10.12
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($18,102,074/1,720,043 shares)	$	10.52
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($3,417,536/293,980 shares)	$	11.63

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

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

For the Year Ended October 31, 2011

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $632,841)	$	11,266,403
Interest		1,999,481
Total Investment Income		13,265,884
EXPENSES:
Management fees (Note 3)		5,927,951
Shareholder services fees (Class S) (Note 3)		1,415,641
Transfer agent fees (Note 3)		209,136
Fund accounting and administration fees (Note 3)		151,273
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		142,956
Directors’ fees (Note 3)		18,962
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		3,377
Chief Compliance Officer service fees (Note 3)		2,606
Custodian fees		87,993
Miscellaneous		255,346
Total Expenses		8,215,241
NET INVESTMENT INCOME		5,050,643
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		36,680,234
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $61,928)		(57,650	)
		36,622,584
Net change in unrealized appreciation (depreciation) on-
Investments		(37,057,817	)
Foreign currency and translation of other assets and liabilities		35,662
		(37,022,155	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(399,571	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,651,072

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

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

	For the Year Ended 10/31/11				For the Year Ended 10/31/10
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$	5,050,643			$	3,688,189
Net realized gain on investments and foreign currency (net of Brazilian tax of $61,928 and $0, respectively)			36,622,584				41,517,221
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(37,022,155	)			49,731,509
Net increase from operations			4,651,072				94,936,919
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)			(2,786,497	)			(1,623,955	)
From net investment income (Class I)			(2,324,919	)			(967,601	)
From net investment income (Class C)			(42,076	)			(9,558	)
From net investment income (Class R)			(2,032	)			—
Total distributions to shareholders			(5,155,524	)			(2,601,114	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)			7,297,306				149,161,357
Net increase in net assets			6,792,854				241,497,162
NET ASSETS:
Beginning of year			737,538,348				496,041,186
End of year (including undistributed net investment income of $1,936,234 and $2,043,791, respectively)		$	744,331,202			$	737,538,348

The accompanying notes are an integral part of the financial statements. 139

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

	For the Years Ended
	10/31/11				10/31/10				10/31/09				10/31/08				10/31/07
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	15.59			$	13.35			$	11.50			$	19.57			$	18.35
Income (loss) from investment operations:
Net investment income			0.10	1			0.08	1			0.06	1			0.12				0.11
Net realized and unrealized gain (loss) on investments			0.05				2.21				1.90				(6.22	)			2.41
Total from investment operations			0.15				2.29				1.96				(6.10	)			2.52
Less distributions to shareholders:
From net investment income			(0.08	)			(0.05	)			(0.11	)			(0.10	)			(0.15	)
From net realized gain on investments			—				—				—				(1.87	)			(1.15	)
Total distributions to shareholders			(0.08	)			(0.05	)			(0.11	)			(1.97	)			(1.30	)
Net asset value - End of year		$	15.66			$	15.59			$	13.35			$	11.50			$	19.57
Net assets - End of year (000’s omitted)		$	512,215			$	539,781			$	443,770			$	342,015			$	517,766
Total return2			0.94	%			17.17	%			17.34	%			(34.19	%)			14.37	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*			1.09	%			1.10	%			1.10	%			1.10	%			1.12	%
Net investment income			0.59	%			0.54	%			0.55	%			0.77	%			0.67	%
Series portfolio turnover			65	%			68	%			67	%			82	%			61	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%3			0.03	%			0.04	%			N/A

¹  Calculated based on average shares outstanding during the year.

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

³  Less than 0.01%.

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

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

	For the Years Ended												For the Period 3/28/081 to 10/31/08
	10/31/11				10/31/10				10/31/09
Per share data (for a share outstandingthroughout each period):
Net asset value - Beginning of period		$	10.12			$	8.70			$	7.57			$	10.00
Income (loss) from investment operations:
Net investment income			0.09	2			0.08	2			0.05	2			0.05
Net realized and unrealized gain (loss) on investments			0.03				1.43				1.24				(2.44	)
Total from investment operations			0.12				1.51				1.29				(2.39	)
Less distributions to shareholders:
From net investment income			(0.12	)			(0.09	)			(0.16	)			(0.04	)
Net asset value - End of period		$	10.12			$	10.12			$	8.70			$	7.57
Net assets - End of period (000’s omitted)		$	210,597			$	190,344			$	52,271			$	2,597
Total return3			1.14	%			17.47	%			17.58	%			(24.01	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.84	%			0.85	%			0.85	%			0.85	%4
Net investment income			0.83	%			0.81	%			0.68	%			0.88	%4
Series portfolio turnover			65	%			68	%			67	%			82	%
*       The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
			N/A				0.00	%5			0.02	%			0.08	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the 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. 141

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

	For the Year Ended 10/31/11				For the Period 1/4/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	10.54			$	10.00
Income (loss) from investment operations:
Net investment loss2			(0.02	)			(0.01	)
Net realized and unrealized gain on investments			0.04				0.58
Total from investment operations			0.02				0.57
Less distributions to shareholders:
From net investment income			(0.04	)			(0.03	)
Net asset value - End of period		$	10.52			$	10.54
Net assets - End of period (000’s omitted)		$	18,102			$	7,383
Total return3			0.15	%			5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			1.84	%			1.85	%4
Net investment loss			(0.15	%)			(0.13	%)4
Series portfolio turnover			65	%			68	%

*       The investment advisor did not impose all or a portion of its other fees in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	0.01	%4

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

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

⁴  Annualized.

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

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

	For the Year Ended 10/31/11				For the Period 6/30/101 to 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.64			$	10.00
Income (loss) from investment operations:
Net investment income (loss)2			0.00	3			(0.01	)
Net realized and unrealized gain on investments			0.09				1.65
Total from investment operations			0.09				1.64
Less distributions to shareholders:
From net investment income			(0.10	)			—
Net asset value - End of period		$	11.63			$	11.64
Net assets - End of period (000’s omitted)		$	3,418			$	31
Total return4			0.71	%			16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses			1.34	%			1.35	%5
Net investment income			0.04	%			(0.38	%)5
Series portfolio turnover			65	%			68	%

¹  Commencement of operations.

²  Calculated based on average shares outstanding during the period.

³  Less than $0.01.

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

⁵  Annualized.

The accompanying notes are an integral part of the financial statements. 143

Notes to Financial Statements

1. ORGANIZATION

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific goals. The goals are as follows: Pro-Blend^® Conservative Term Series-primary goal is preservation of capital; secondary goal is long-term growth of capital. Pro-Blend^® Moderate Term Series-equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary goal is long-term growth of capital; secondary goal is preservation of capital. Pro-Blend^® Maximum Term Series - primary goal is long-term growth of capital.

Each Series is authorized to issue six classes of shares (Class C (formerly Class B), R (formerly Class D), E, I, S and Z). Currently, only Class S, I, C and R shares have been issued. Each class of shares is substantially the same, except that class-specific transfer agency distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Prior to October 1, 2011, Manning & Napier Advisors, Inc. acted as the investment advisor to the Fund. Effective October 1, 2011, the investment advisory business of Manning & Napier Advisors, Inc. was transferred to Manning & Napier Advisors, LLC, which then became the investment advisor to the Fund. The Advisor assumed all rights and responsibilities of Manning & Napier Advisors, Inc. with respect to the investment advisory agreement with the Fund. The appointment of the Advisor did not change the portfolio management team, investment strategies, investment advisory fees charged to the series of the Fund or the terms of the investment advisory agreement (other than the identity of the advisor). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2011, 7.4 billion shares have been designated in total among 34 series, of which 162.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 25 million each have been designated as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 2.5 million each have been designated as Class R common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2. SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided by an independent pricing service. The pricing services use multiple valuation

144

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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 a benchmark yield curves, option-adjusted spreads, credit spreads, estimated defaulted 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.

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair 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 measure fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

Securities for which representative valuations or prices are not available from the Series’ pricing service may be valued at fair value as 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”). 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. In accordance with the procedures approved by the Board, the values of certain securities trading outside the U.S. were adjusted following the close of local trading using a factor from a third party vendor. The third party vendor uses statistical analyses and quantitative models, which consider among other things subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, to determine the factors which are used to adjust local market prices. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair 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.

145

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2011 in valuing the Series’ assets or liabilities carried at fair value:

	Pro-Blend® Conservative Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	38,802,572		$	35,875,998		$	2,926,574		$	—
Consumer Staples			26,055,290			16,739,984			9,315,306			—
Energy			19,794,864			19,333,580			461,284			—
Financials			45,321,006			40,146,970			5,174,036			—
Health Care			28,364,381			25,108,805			3,255,576			—
Industrials			25,122,583			23,034,139			2,088,444			—
Information Technology			53,999,632			51,574,507			2,425,125			—
Materials			13,233,069			10,074,214			3,158,855			—
Telecommunication Services			5,344,691			580,078			4,764,613			—
Utilities			357,738			153,085			204,653			—
Preferred securities:
Consumer Staples			91,545			—			91,545			—
Financials			3,748,146			489,427			3,258,719			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			419,795,472			—			419,795,472			—
Corporate debt:
Consumer Discretionary			53,174,613			—			53,174,613			—
Consumer Staples			8,337,521			—			8,337,521			—
Energy			21,536,716			—			21,536,716			—
Financials			159,396,461			—			159,396,461			—
Health Care			11,902,765			—			11,902,765			—
Industrials			43,336,087			—			43,336,087			—
Information Technology			6,882,048			—			6,882,048			—
Materials			19,478,750			—			19,478,750			—
Telecommunication Services			4,135,343			—			4,135,343			—
Utilities			8,947,077			—			8,947,077			—
Convertible corporate debt:
Financials			470,988			—			470,988			—
Information Technology			63,650			—			63,650			—
Asset-backed securities			3,052,330			—			3,052,330			—
Commercial mortgage-backed securities			23,450,445			—			23,450,445			—
Foreign Government bonds			1,619,874			—			1,619,874			—
Mutual funds			33,787,591			33,787,591			—			—
Other financial instruments**:
Forward foreign currency exchange contracts			132			—			132			—
Total assets		$	1,079,603,380		$	256,898,378		$	822,705,002		$	—

146

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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

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

	Pro-Blend® Moderate Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	82,498,456		$	76,545,270		$	5,953,186		$	—
Consumer Staples			52,560,415			30,740,292			21,820,123			—
Energy			39,428,891			38,382,935			1,045,956			—
Financials			87,827,910			77,267,973			10,559,937			—
Health Care			61,846,760			53,402,633			8,444,127			—
Industrials			51,108,005			46,245,869			4,862,136			—
Information Technology			105,724,854			100,610,767			5,114,087			—
Materials			23,558,556			17,094,896			6,463,660			—
Telecommunication Services			11,598,225			1,515,667			10,082,558			—
Utilities			1,044,350			385,526			658,824			—
Preferred securities:
Consumer Staples			201,519			—			201,519			—
Financials			3,569,526			978,591			2,590,935			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			191,286,241			—			191,286,241			—
Corporate debt:
Consumer Discretionary			35,209,269			—			35,209,269			—
Consumer Staples			4,031,708			—			4,031,708			—
Energy			20,969,523			—			20,969,523			—
Financials			162,751,115			—			162,751,115			—
Health Care			15,622,847			—			15,622,847			—
Industrials			45,013,242			—			45,013,242			—
Information Technology			7,448,306			—			7,448,306			—
Materials			22,987,020			—			22,987,020			—
Telecommunication Services			8,484,775			—			8,484,775			—
Utilities			4,230,909			—			4,230,909			—

147

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend® Moderate Term Series
Description	Total			Level 1			Level 2			Level 3
Convertible corporate debt:
Financials		$	947,719		$	—		$	947,719		$	—
Health Care			90,225			—			90,225			—
Information Technology			342,119			—			342,119			—
Asset-backed securities			3,560,072			—			3,560,072			—
Commercial mortgage-backed securities			23,025,980			—			23,025,980			—
Foreign Government bonds			1,899,126			—			1,899,126			—
Mutual funds			32,793,615			32,793,615			—			—
Other financial instruments**:
Forward foreign currency exchange contracts			343			—			343			—
Total assets		$	1,101,661,621		$	475,964,034		$	625,697,587		$	—

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

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

	Pro-Blend® Extended Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	108,631,473		$	101,007,520		$	7,623,953		$	—
Consumer Staples			70,916,160			41,877,613			29,038,547			—
Energy			53,167,296			51,758,067			1,409,229			—
Financials			111,710,018			97,878,065			13,831,953			—
Health Care			80,530,962			70,354,072			10,176,890			—
Industrials			68,274,538			61,503,992			6,770,546			—
Information Technology			142,609,879			135,939,495			6,670,384			—
Materials			31,163,152			22,588,593			8,574,559			—
Telecommunication Services			15,902,462			2,046,986			13,855,476			—
Utilities			1,329,423			560,506			768,917			—

148

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend®Extended Term Series
Description	Total			Level 1			Level 2			Level 3
Preferred securities:
Consumer Staples		$	225,891		$	—		$	225,891		$	—
Financials			4,129,138			1,048,999			3,080,139			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			143,048,218			—			143,048,218			—
Corporate debt:
Consumer Discretionary			28,681,438			—			28,681,438			—
Consumer Staples			3,657,229			—			3,657,229			—
Energy			13,828,054			—			13,828,054			—
Financials			89,979,726			—			89,979,726			—
Health Care			9,637,159			—			9,637,159			—
Industrials			23,445,198			—			23,445,198			—
Information Technology			5,735,680			—			5,735,680			—
Materials			14,025,322			—			14,025,322			—
Telecommunication Services			8,618,880			—			8,618,880			—
Utilities			5,398,897			—			5,398,897			—
Convertible corporate debt:
Financials			976,437			—			976,437			—
Health Care			140,350			—			140,350			—
Information Technology			533,069			—			533,069			—
Asset-backed securities			3,675,578			—			3,675,578			—
Commercial mortgage-backed securities			24,780,870			—			24,780,870			—
Foreign Government bonds			1,891,766			—			1,891,766			—
Mutual funds			30,494,385			30,494,385			—			—
Other financial instruments**:
Forward foreign currency exchange contracts			340			—			340			—
Total assets		$	1,097,138,988		$	617,058,293		$	480,080,695		$	—

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

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

149

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

	Pro-Blend®Maximum Term Series
Description	Total			Level 1			Level 2			Level 3
Assets:
Equity securities*:
Consumer Discretionary		$	114,370,200		$	108,742,266		$	5,627,934		$	—
Consumer Staples			68,327,800			34,342,199			33,985,601			—
Energy			37,908,119			36,676,892			1,231,227			—
Financials			90,419,174			70,609,176			19,809,998			—
Health Care			95,014,834			84,029,758			10,985,076			—
Industrials			75,490,464			69,912,522			5,577,942			—
Information Technology			129,352,133			121,105,232			8,246,901			—
Materials			31,364,083			24,220,035			7,144,048			—
Telecommunication Services			12,629,806			1,631,712			10,998,094			—
Utilities			1,161,612			461,892			699,720			—
Preferred securities:
Consumer Staples			225,297			—			225,297			—
Debt securities:
U.S. Treasury and other U.S. Government agencies			33,931,588			—			33,931,588			—
Corporate debt:												—
Financials			15,280,210			—			15,280,210			—
Industrials			418,186			—			418,186			—
Mutual funds			23,628,955			23,628,955			—			—
Other financial instruments**:			—			—			—			—
Total assets		$	729,522,461		$	575,360,639		$	154,161,822		$	—

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2011.

Additionally, the Pro-Blend^® Maximum Series did not have Level 3 securities as of October 31, 2010 as well.

* Includes common stock, warrants and rights. Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

** Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2011, Pro-Blend^® Maximum Term Series did not hold any derivative instruments.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2011.

Certain investments were transferred out of Level 3 to Level 2 at October 31, 2011. This reclassification between valuation levels was the result of utilizing significant observable inputs in the valuation of these securities at October 31, 2011.

Recent Accounting Standard

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04,

“Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

150

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Standard (continued)

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required.

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. Management is currently assessing the impact of this guidance, but does not expect it to have a material impact on the Series’ financial statements.

Security Transactions, Investment Income and Expenses

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

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

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

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

Foreign Currency Translation

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

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.

151

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Forward Foreign Currency Exchange Contracts (continued)

Each Series may regularly trade forward foreign currency exchange contracts with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to changes in foreign currency exchange rates.

The notional or contractual amount of these instruments represents the investment the Series have in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. Investments in forward foreign currency exchange contacts held by each Series, if any, on October 31, 2011 are shown at the end of each Investment Portfolio. The average volume of derivative activity (measured in terms of notional) during the year ended October 31, 2011 was $438,629, $1,133,053 and $1,127,399 for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, respectively.

Securities Purchased on a When-Issued Basis or Forward Commitment

Each Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series account for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in each applicable Series’ Investment Portfolio. None of the Series had TBA dollar rolls outstanding as of October 31, 2011.

Restricted Securities

Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, as amended, and may have contractual restrictions on resale. Information regarding restricted securities is included at the end of each applicable Series’ Investment Portfolio.

Federal Taxes

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

152

Notes to Financial Statements (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2011, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2008 through October 31, 2011. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the

153

Notes to Financial Statements (continued)

3. TRANSACTIONS WITH AFFILIATES (continued)

Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended.

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2012, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than the following amounts, exclusive of shareholder services fees and distribution and service fees (12b-1), of average daily net assets each year:

Series/Class	Expense Limit
Pro-Blend® Conservative Term Series Class S		0.80	%
Pro-Blend® Conservative Term Series Class I		0.70	%
Pro-Blend® Conservative Term Series Class C		0.80	%
Pro-Blend® Conservative Term Series Class R		0.80	%
Pro-Blend® Moderate Term Series Class S		0.95	%
Pro-Blend® Moderate Term Series Class I		0.85	%
Pro-Blend® Moderate Term Series Class C		0.95	%
Pro-Blend® Moderate Term Series Class R		0.95	%
Pro-Blend® Extended Term Series Class S		0.95	%
Pro-Blend® Extended Term Series Class I		0.85	%
Pro-Blend® Extended Term Series Class C		0.95	%
Pro-Blend® Extended Term Series Class R		0.95	%
Pro-Blend® Maximum Term Series Class S		0.95	%
Pro-Blend® Maximum Term Series Class I		0.85	%
Pro-Blend® Maximum Term Series Class C		0.95	%
Pro-Blend® Maximum Term Series Class R		0.95	%

In addition, the Advisor has voluntarily agreed to waive fees and reimburse expenses during the current fiscal year in order to keep total direct annual fund operating expenses from exceeding 0.90% for Pro-Blend^® Conservative Term Series Class S, 1.70% for Pro-Blend^® Conservative Term Series Class C, 1.20% for Pro-Blend^® Conservative Term Series Class R, 1.10% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, 1.85% for Pro-Blend^® Moderate Term Series Class C, Pro-Blend^® Extended Term Series Class C and Pro-Blend^® Maximum Term Series Class C and 1.35% for Pro-Blend^® Moderate Term Series Class R, Pro-Blend^® Extended Term Series Class R and Pro-Blend^® Maximum Term Series Class R, of the Class’ average daily net assets. The Advisor may change or eliminate all or part of its voluntary waiver at any time. For the year ended October 31, 2011, the Advisor did not waive fees or reimburse expenses for any of the Series.

154

Notes to Financial Statements (continued)

3. TRANSACTIONS WITH AFFILIATES (continued)

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2011, purchases and sales of securities, other than short-term securities, were as follows:

	Purchases						Sales
Series	Other Issuers			Government			Other Issuers			Government
Pro-Blend® Conservative Term Series		$	310,912,315		$	202,709,995		$	161,422,314		$	73,415,623
Pro-Blend® Moderate Term Series			510,044,792			201,546,472			329,241,195			217,756,944
Pro-Blend® Extended Term Series			611,199,115			216,683,157			467,389,215			233,058,439
Pro-Blend® Maximum Term Series			441,896,327			56,133,330			413,747,010			97,622,335

5. CAPITAL STOCK TRANSACTIONS

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

	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Conservative Term Series Class S:	Shares			Amount				Shares			Amount
Sold		41,128,782			$	538,739,989			34,858,771			$	442,528,561
Reinvested		2,348,318				29,945,209			518,022				6,418,262
Repurchased		(28,447,470	)			(372,362,380	)		(11,119,570	)			(140,498,683	)
Total		15,029,630			$	196,322,818			24,257,223			$	308,448,140

155

Notes to Financial Statements (continued)

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Conservative Term Series Class I:	Shares			Amount				Shares			Amount
Sold		6,621,598			$	70,534,777			4,378,548			$	45,352,823
Reinvested		464,786				4,845,089			126,133				1,288,891
Repurchased		(2,853,614	)			(30,612,336	)		(1,348,646	)			(14,122,365	)
Total		4,232,770			$	44,767,530			3,156,035			$	32,519,349
	For the Year Ended 10/31/11							For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend® Conservative Term Series Class C:	Shares			Amount				Shares			Amount
Sold		2,878,263			$	29,930,044			1,705,614			$	17,493,696
Reinvested		87,934				892,913			5,440				54,727
Repurchased		(482,213	)			(5,010,887	)		(79,495	)			(820,337	)
Total		2,483,984			$	25,812,070			1,631,559			$	16,728,086
	For the Year Ended 10/31/11							For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend® Conservative Term Series Class R:	Shares			Amount				Shares			Amount
Sold		313,344			$	3,231,709			106			$	1,122
Reinvested		456				4,741			—				—
Repurchased		(42,968	)			(447,772	)		—	*			(1	)
Total		270,832			$	2,788,678			106			$	1,121
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Moderate Term Series Class S:	Shares			Amount				Shares			Amount
Sold		21,968,787			$	286,379,412			29,382,191			$	357,772,202
Reinvested		1,475,969				18,769,387			488,308				5,834,846
Repurchased		(19,552,324	)			(255,845,262	)		(15,128,014	)			(183,059,673	)
Total		3,892,432			$	49,303,537			14,742,485			$	180,547,375
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Moderate Term Series Class I:	Shares			Amount				Shares			Amount
Sold		10,586,608			$	112,330,732			25,689,070			$	252,727,970
Reinvested		931,494				9,639,123			158,382				1,555,153
Repurchased		(5,691,539	)			(60,329,149	)		(2,731,164	)			(27,273,921	)
Total		5,826,563			$	61,640,706			23,116,288			$	227,009,202

156

Notes to Financial Statements (continued)

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/11							For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend® Moderate Term Series Class C:	Shares			Amount				Shares			Amount
Sold		3,188,019			$	34,023,071			3,053,483			$	30,890,584
Reinvested		101,484				1,061,587			7,761				77,302
Repurchased		(773,849	)			(8,231,166	)		(65,570	)			(671,425	)
Total		2,515,654			$	26,853,492			2,995,674			$	30,296,461
	For the Year Ended 10/31/11							For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend® Moderate Term Series Class R:	Shares			Amount				Shares			Amount
Sold		1,781,246			$	19,006,290			21,539			$	236,052
Reinvested		2,016				21,870			—				—
Repurchased		(99,656	)			(1,089,061	)		—	*			(1	)
Total		1,683,606			$	17,939,099			21,539			$	236,051
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Extended Term Series Class S:	Shares			Amount				Shares			Amount
Sold		16,001,971			$	251,124,390			19,420,470			$	275,377,736
Reinvested		564,378				8,698,817			478,308				6,625,922
Repurchased		(14,847,080	)			(232,518,001	)		(13,689,312	)			(190,912,195	)
Total		1,719,269			$	27,305,206			6,209,466			$	91,091,463
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Extended Term Series Class I:	Shares			Amount				Shares			Amount
Sold		12,745,928			$	134,769,394			19,287,880			$	181,303,210
Reinvested		363,643				3,769,679			138,139				1,295,737
Repurchased		(9,261,024	)			(98,182,021	)		(3,094,263	)			(29,774,808	)
Total		3,848,547			$	40,357,052			16,331,756			$	152,824,139
	For the Year Ended 10/31/11							For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend® Extended Term Series Class C:	Shares			Amount				Shares			Amount
Sold		4,089,975			$	45,138,799			2,869,017			$	29,043,276
Reinvested		50,691				552,372			7,429				73,698
Repurchased		(581,472	)			(6,343,489	)		(132,297	)			(1,323,421	)
Total		3,559,194			$	39,347,682			2,744,149			$	27,793,553

157

Notes to Financial Statements (continued)

5. CAPITAL STOCK TRANSACTIONS (continued)

	For the Year Ended 10/31/11							For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend® Extended Term Series Class R:	Shares			Amount				Shares			Amount
Sold		742,885			$	8,337,390			10,014			$	111,222
Reinvested		933				10,782			—				—
Repurchased		(24,790	)			(288,098	)		—	*			(1	)
Total		719,028			$	8,060,074			10,014			$	111,221
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Maximum Term Series Class S:	Shares			Amount				Shares			Amount
Sold		10,313,961			$	170,140,771			11,833,795			$	173,123,805
Reinvested		167,146				2,721,541			111,033				1,581,117
Repurchased		(12,380,054	)			(201,770,974	)		(10,577,239	)			(151,403,234	)
Total		(1,898,947	)		$	(28,908,662	)		1,367,589			$	23,301,688
	For the Year Ended 10/31/11							For the Year Ended 10/31/10
Pro-Blend® Maximum Term Series Class I:	Shares			Amount				Shares			Amount
Sold		8,318,101			$	88,898,033			14,424,477			$	134,302,190
Reinvested		94,403				994,204			40,321				372,713
Repurchased		(6,413,546	)			(68,366,415	)		(1,669,453	)			(15,793,046	)
Total		1,998,958			$	21,525,822			12,795,345			$	118,881,857
	For the Year Ended 10/31/11							For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend® Maximum Term Series Class C:	Shares			Amount				Shares			Amount
Sold		1,158,000			$	12,880,192			706,866			$	7,011,837
Reinvested		3,732				41,088			982				9,490
Repurchased		(141,903	)			(1,528,428	)		(7,634	)			(74,183	)
Total		1,019,829			$	11,392,852			700,214			$	6,947,144
	For the Year Ended 10/31/11							For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend® Maximum Term Series Class R:	Shares			Amount				Shares			Amount
Sold		319,544			$	3,625,125			2,638			$	30,669
Reinvested		166				2,032			—				—
Repurchased		(28,368	)			(339,863	)		—	*			(1	)
Total		291,342			$	3,287,294			2,638			$	30,668

* Less than 1 share.

158

Notes to Financial Statements (continued)

5. CAPITAL STOCK TRANSACTIONS (continued)

At October 31, 2011, the retirement plan of the Advisor and its affiliates owned the following:

Series	Shares Owned		Percentage of Series Shares Outstanding			Value
Pro-Blend® Conservative Term Series		46,623		0.05	%		$	501,200
Pro-Blend® Moderate Term Series		197,645		0.21	%			2,075,279
Pro-Blend® Extended Term Series		1,447,708		1.72	%			15,027,212
Pro-Blend® Maximum Term Series		1,526,990		2.75	%			15,453,141

In addition, one shareholder owned 13,429,202 shares of Pro-Blend^® Moderate Term Series (14.4% of shares outstanding) valued at $141,006,626. The Target 2040 Series, another series of the Fund, owned 6,279,961 shares of Pro-Blend^® Maximum Term Series (11.3% of shares outstanding) valued at $63,553,204. Investment activities of these shareholders may have a material effect on the Series.

6. FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk 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 derivative 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 as of October 31, 2011, except forward foreign currency exchange contracts, held by Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, as shown at the end of each Investment Portfolio.

7. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the U.S. Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8. FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, market discount, and investments in passive foreign investment companies (PFICs), real estate investment trusts, and hybrid securities. 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.

159

Notes to Financial Statements (continued)

8. FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:

	Pro-Blend® Conservative Term Series						Pro-Blend® Moderate Term Series
	For the Year Ended  10/31/11			For the Year Ended 10/31/10			For the Year Ended 10/31/11			For the Year Ended 10/31/10
Ordinary income		$	24,078,415		$	8,910,566		$	16,673,921		$	8,115,112
Long-term capital gains			15,715,342			—			15,353,111			—
	Pro-Blend® Extended Term Series						Pro-Blend® Maximum Term Series
	For the Year Ended 10/31/11			For the Year Ended 10/31/10			For the Year Ended 10/31/11			For the Year Ended 10/31/10
Ordinary income		$	16,063,588		$	9,717,987		$	5,155,524		$	2,601,114

At October 31, 2011, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:

	Pro-Blend® Conservative Term Series				Pro-Blend® Moderate Term Series				Pro-Blend® Extended Term Series				Pro-Blend® Maximum Term Series
Cost for federal income tax purposes		$	1,045,856,948			$	1,072,733,239			$	1,062,542,549			$	711,752,335
Unrealized appreciation			51,064,200				64,013,259				82,697,589				64,007,453
Unrealized depreciation			(17,317,900	)			(35,085,220	)			(48,101,490	)			(46,237,327	)
Net unrealized appreciation		$	33,746,300			$	28,928,039			$	34,596,099			$	17,770,126
Undistributed ordinary income			11,254,930				14,225,686				8,139,008				2,078,629
Undistributed long-term gains			16,927,533				31,432,325				39,582,372				—
Capital loss carryover			—				—				—				15,938,718

At October 31, 2011, the Pro-Blend^®Maximum Term Series had a capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on October 31, 2017.

The Pro-Blend^®Extended Term Series and the Pro-Blend^®Maximum Term Series utilized capital loss carryovers of $8,062,029 and $35,496,423, respectively, in the current year.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Funds. In general, the provisions of the Act will be effective for the Funds’ fiscal year beginning after October 31, 2011. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of each Fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

160

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of - Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2011, and the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 21, 2011

161

Supplemental Tax Information (unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change.

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

Series	QDI
Pro-Blend® Conservative Term Series		$	5,805,591
Pro-Blend® Moderate Term Series			5,759,061
Pro-Blend® Extended Term Series			9,020,241
Pro-Blend® Maximum Term Series			5,155,524
For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:
Series	DRD%
Pro-Blend® Conservative Term Series			12.3	%
Pro-Blend® Moderate Term Series			21.3	%
Pro-Blend® Extended Term Series			34.7	%
Pro-Blend® Maximum Term Series			100.0	%
The percentage of ordinary income distribution paid by the Series during the year ended October 31, 2010 which was derived from U.S. Treasury securities is as follows:
Series	U.S. Treasury%
Pro-Blend® Conservative Term Series			6.9	%
Pro-Blend® Moderate Term Series			7.0	%
Pro-Blend® Extended Term Series			6.8	%
Pro-Blend® Maximum Term Series			1.6	%

The law varies in each state as to whether and what percentage of dividend income attributable to U.S. Treasury securities is exempt from state and local income tax. It is recommended that you consult your tax advisor to determine if any portion of the dividends you received is exempt from income taxes.

162

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER
Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
INDEPENDENT DIRECTORS
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	73
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit)
	New York Collegium (non-profit)
	Boston Early Music Festival (non-profit)

163

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp. (2000-present)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-present)
	GMP Companies (2000-present)
	HoustonPharma (2000-present)
OFFICERS
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

164

Directors’ and Officers’ Information (unaudited)

OFFICERS (continued)

Name:	Beth Galusha
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer and Treasurer, Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various affiliates: Chief
	Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering
	Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates
	since 1990 (title change in 2005 from Compliance Manager to Director of
	Compliance); Corporate Secretary, Manning & Napier Investor Services,
	Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel- Manning & Napier Advisors, LLC & Affiliates since 2000; Holds
	one or more of the following titles for various affiliates; Director or
	Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	31
Other Directorships Held Outside Fund Complex:	N/A

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

** Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

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

165

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic 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 contact Investor Services at 1-800-466-3863.

MNPRO-10/11-AR

ITEM 2: CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The current members of the Audit Committee are: Harris H. Rusitzky, Stephen B. Ashley, and Paul A. Brooke. Richard M. Hurwitz served on the Audit Committee and was determined to be a financial expert until his resignation on November 18, 2011. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2011 and 2010 were:

	2011		2010
Audit Fees (a)		275,286		277,270
Audit Related Fees (b)		0		0
Tax Fees (c)		80,750		78,200
All Other Fees (d)		0		0
		356,036		355,470

(a) Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b) Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c) Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d) All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2011 and 2010.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i) Directly relate to the Fund’s operations and financial reporting; and

ii) Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, Inc., and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, LLC is considered to be a service affiliate.

	2011		2010
Audit Related Fees		151,944		153,644
Tax Fees		0		0
		151,944		153,644

The Audit Related fees for the years ended October 31, 2011 and 2010 were for a license for proprietary authoritative financial reporting and assurance literature library software, a surprise examination pursuant to Rule 204-2(b) and 206(4)-2, and a Type II SAS 70 pursuant to Rule 206. In 2010, were for 17Ad-13 internal control examinations and the license for proprietary authoritative financial report and assurance literature library software.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2011 and 2010.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2011 and 2010 were $80,750 and $78,200, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $151,944 and $153,644, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) Not applicable.

ITEM 7: DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED- END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9: PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11: CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12: EXHIBITS

(a)(1)	Code of ethics that is subject to the disclosure of Item 2 above.
(a)(2)	Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.
(a)(3)	Not applicable.
(b)	A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

December 23, 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.

December 23, 2011

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

December 23, 2011