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

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

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Manning & Napier Fund, Inc.

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(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

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(Address of principal executive offices)(Zip Code)

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

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(Name and address of agent for service)

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

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Date of fiscal year end: December 31

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Date of reporting period: January 1, 2012 through June 30, 2012

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

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

ITEM 1:

REPORTS TO STOCKHOLDERS.

LOGO

LIFE SCIENCES SERIES

www.manning-napier.com

Life Sciences Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,178.10	$6.07
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.29	$5.62

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.12%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Life Sciences Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Top Ten Stock Holdings²
Myriad Genetics, Inc.	5.6%	Abaxis, Inc.	3.8%
Oxford Nanopore Technologies Ltd. (United Kingdom)	5.1%	BioMerieux (France)	3.6%
Insulet Corp.	4.6%	Green Cross Corp. (South Korea)	3.5%
Allscripts Healthcare Solutions, Inc.	4.3%	Lonza Group AG (Switzerland)	3.3%
Strides Arcolab Ltd. (India)	4.2%	Optimer Pharmaceuticals, Inc.	3.1%
²As a percentage of total investments.

Life Sciences Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 92.4%

Health Care - 90.7%
Biotechnology - 10.8%
Genomic Health, Inc.*		111,871	$	3,736,491
Myriad Genetics, Inc.*		531,000		12,621,870
Protalix BioTherapeutics, Inc.*		700,000		4,011,000
Seattle Genetics, Inc.*		174,204		4,423,040


				24,792,401

Health Care Equipment & Supplies - 27.8%
Abaxis, Inc.*		232,500		8,602,500
Alere, Inc.*^1,2		122,000		2,371,680
Alere, Inc.		77,190		1,500,574
BioMerieux (France)³		97,796		8,053,430
DexCom, Inc.*		346,000		4,484,160
HeartWare International, Inc.*		57,000		5,061,600
Insulet Corp.*		491,040		10,493,525
MAKO Surgical Corp.*		215,000		5,506,150
Quidel Corp.*		431,810		6,770,781
Sirona Dental Systems, Inc.*		128,100		5,765,781
Thoratec Corp.*		148,000		4,969,840


				63,580,021

Health Care Providers & Services - 5.4%
Apollo Hospitals Enterprise Ltd. (India)³		406,000		4,488,651
China Cord Blood Corp. - ADR (Hong Kong)*		757,463		1,923,956
Sonic Healthcare Ltd. (Australia)³		447,340		5,850,790


				12,263,397

Health Care Technology - 11.2%
Allscripts Healthcare Solutions, Inc.*		882,000		9,640,260
Cerner Corp.*		53,200		4,397,512
Computer Programs & Systems, Inc.		104,000		5,950,880
Greenway Medical Technologies, Inc.*		346,500		5,651,415


				25,640,067

Life Sciences Tools & Services - 15.3%
Lonza Group AG (Switzerland)³		180,000		7,488,927
Luminex Corp.*		284,000		6,955,160
Oxford Nanopore Technologies Ltd. (United Kingdom)*^2,4,5		45,464		11,666,654
QIAGEN N.V. - ADR (Netherlands)*		273,000		4,559,100
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		303,070		4,279,348


				34,949,189

Pharmaceuticals - 20.2%
Dr. Reddy’s Laboratories Ltd. - ADR (India)		99,000		2,938,320
Glenmark Pharmaceuticals Ltd. (India)³		534,000		3,489,689

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

Life Sciences Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Green Cross Corp. (South Korea)³		60,500	$	7,910,164
Lupin Ltd. (India)³		357,200		3,451,895
Optimer Pharmaceuticals, Inc.*		453,600		7,039,872
Ranbaxy Laboratories Ltd. (India)*³		331,414		2,939,909
Strides Arcolab Ltd. (India)³		715,750		9,574,972
Sun Pharmaceutical Industries Ltd. (India)³		317,800		3,643,254
UCB S.A. (Belgium)³		105,000		5,304,126


				46,292,201


Total Health Care				207,517,276

Industrials - 1.7%
Professional Services - 1.7%
Qualicorp S.A. (Brazil)*		445,000		3,852,900

TOTAL COMMON STOCKS
(Identified Cost $187,492,079)				211,370,176


SHORT-TERM INVESTMENTS - 6.7%
Dreyfus Cash Management, Inc. - Institutional Shares⁶, 0.09%,
(Identified Cost $15,265,637)		15,265,637		15,265,637


TOTAL INVESTMENTS - 99.1%
(Identified Cost $202,757,716)				226,635,813
OTHER ASSETS, LESS LIABILITIES - 0.9%				2,104,556


NET ASSETS - 100%			$	228,740,369

ADR - American Depository Receipt

*Non-income producing security

¹This security was acquired on February 3, 2006 at a cost of $2,978,020 ($24.41 per share) and has been determined to be liquid under guidelines established by the Board of Directors (see Note 2 to the financial statements).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities amount to $14,038,334, or 6.1% of the Series’ net assets as of June 30, 2012 (see Note 2 to the financial statements).

³A factor from a third party vendor was applied to determine the security’s fair value following the close of local trading.

⁴This security was acquired on April 26, 2011 at a cost of $6,149,543 ($150.34 per share) and on May 2, 2012 at a cost of $1,209,529 ($265.31 per share) and has been determined to be illiquid under guidelines established by the Board of Directors (see Note 2 to the financial statements).

⁵Security has been valued at fair value as determined in good faith by the Advisor.

⁶Rate shown is the current yield as of June 30, 2012.

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

Life Sciences Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $202,757,716) (Note 2)	$	226,635,813
Receivable for securities sold		2,858,831
Foreign tax reclaims receivable		127,405
Receivable for fund shares sold		99,318
Dividends receivable		21,413


TOTAL ASSETS		229,742,780


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		535,246
Accrued management fees (Note 3)		181,466
Accrued fund accounting and administration fees (Note 3)		14,090
Accrued transfer agent fees (Note 3)		4,287
Accrued directors’ fees (Note 3)		1,466
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for fund shares repurchased		208,361
Other payables and accrued expenses		57,344


TOTAL LIABILITIES		1,002,411


TOTAL NET ASSETS	$	228,740,369


NET ASSETS CONSIST OF:

Capital stock	$	177,384
Additional paid-in-capital		193,433,644
Net investment loss		(679,819	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		12,464,333
Net unrealized appreciation on investments (net of foreign capital gains tax of $535,246), foreign currency and translation of other assets and liabilities		23,344,827


TOTAL NET ASSETS	$	228,740,369


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($228,740,369/17,738,379 shares)	$	12.90

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

Life Sciences Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $54,777)	$	544,042


EXPENSES:

Management fees (Note 3)		1,091,318
Fund accounting and administration fees (Note 3)		28,719
Transfer agent fees (Note 3)		9,171
Directors’ fees (Note 3)		3,003
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		43,893
Miscellaneous		46,513


Total Expenses		1,223,861


NET INVESTMENT LOSS		(679,819	)


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

Net realized gain (loss) on- Investments		9,609,191
Foreign currency and translation of other assets and liabilities		(108,222	)


		9,500,969

Net change in unrealized appreciation (depreciation) on- Investments (net of change in accrued foreign capital gains tax of ($495,927))		25,917,100
Foreign currency and translation of other assets and liabilities		(1,456	)


		25,915,644


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		35,416,613


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	34,736,794

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

Life Sciences Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment loss	$	(679,819	)	$	(1,512,051	)
Net realized gain (loss) on investments and foreign currency		9,500,969			29,284,528
Net change in unrealized appreciation (depreciation) on investments and foreign currency		25,915,644			(51,286,173	)


Net increase (decrease) from operations		34,736,794			(23,513,696	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net realized gain on investments		—			(5,663,104	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(2,546,713	)		(21,836,822	)


Net increase (decrease) in net assets		32,190,081			(51,013,622	)

NET ASSETS:

Beginning of period		196,550,288			247,563,910


End of period (including net investment loss of $679,819 and $0, respectively)	$	228,740,369		$	196,550,288

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

Life Sciences Series

Financial Highlights


	FOR THE SIX			FOR THE YEARS ENDED
	MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.95		$	12.18		$	10.61		$	6.99		$	11.54		$	11.41

Income (loss) from investment operations:
Net investment loss		(0.04	)¹		(0.07	)¹		(0.04	)¹		(0.05	)¹		(0.06	)		(0.08	)
Net realized and unrealized gain (loss) on investments		1.99			(0.84	)		1.61			3.67			(4.38	)		1.25

Total from investment operations		1.95			(0.91	)		1.57			3.62			(4.44	)		1.17

Less distributions to shareholders:
From net realized gain on investments		—			(0.32	)		—			—			(0.11	)		(1.04	)


Net asset value - End of period	$	12.90		$	10.95		$	12.18		$	10.61		$	6.99		$	11.54


Net assets - End of period (000’s omitted)	$	228,740		$	196,550		$	247,564		$	272,944		$	182,704		$	299,669


Total return²		17.81	%		(7.33	%)		14.80	%		51.79	%		(38.77	%)		10.62	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.12	%³		1.11	%		1.09	%		1.11	%		1.12	%		1.12	%
Net investment loss		(0.62	%)³		(0.60	%)		(0.41	%)		(0.55	%)		(0.65	%)		(0.75	%)
Portfolio turnover		45	%		84	%		67	%		95	%		94	%		95	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.00	%⁴		0.01	%		N/A			N/A

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

Life Sciences Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to advisory clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Life Sciences Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates 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, 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). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities*:
Health Care	$	207,517,276	$	133,654,815	$	62,195,807	$	11,666,654	**
Industrials		3,852,900		3,852,900		—		—
Mutual funds		15,265,637		15,265,637		—		—

Total assets	$	226,635,813	$	152,773,352	$	62,195,807	$	11,666,654

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


LEVEL 3 RECONCILIATION	EQUITY SECURITIES
Balance as of December 31, 2011 (market value)	$	5,805,547
Net realized gain (loss)		—
Change in unrealized appreciation (depreciation)		4,651,578
Purchases		1,209,529
Sales		—
Transfers in		—
Transfers out		—

Balance as of June 30, 2012 (market value)	$	11,666,654

*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 security’s fair value following the close of local trading. Such securities are included in Level 2 in the table above.

**Amount represents the Series’ investment in Oxford Nanopore Technologies Ltd. (“Oxford”). Oxford was initially valued at transaction price, which is considered the best initial estimate of fair value. On April 10, 2012, the Fund adjusted its valuation of the fair value holding to 163.85 GBP per share (from 91.39 GBP per share) as a result of a subsequent round of financing of the investee company. Subsequently, the Series uses, or will use, other methodologies and significant inputs to determine fair value. Such methodologies and significant inputs include: subsequent rounds of financing for Oxford; recent transactions in similar instruments; discounted cash flow techniques; third-party appraisals; industry multiples and public comparables; and Oxford’s current financial performance compared to projected performance.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended June 30, 2012.

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of June 30, 2012.


QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS
	FAIR VALUE AT 6/30/12	VALUATION TECHNIQUE(S)	UNOBSERVABLE INPUT	RANGE (WEIGHTED AVERAGE)
Equity Securities	$11,666,654	Acquisition cost	Premium/	0%-0%
		adjusted for	Discount
		premiums or
		discounts

The significant unobservable inputs used in the fair value measurement of the Fund’s equity securities are premiums and discounts to the acquisition cost. Significant increases in the premium (or discount) in isolation would result in a significantly higher (lower) fair value measurement.

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.

Restricted Securities

Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, as amended, and may have contractual restrictions on resale. Information regarding restricted securities is included at the end of the Series’ Investment Portfolio.

Illiquid Securities

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

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At June 30, 2012, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2008 through December 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.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Accrued foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

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.

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

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

The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $91,885,439 and $100,235,418, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Life Sciences Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		497,397		$	6,060,444			3,884,766		$	48,098,558
Reinvested		—			—			532,612			5,608,399
Repurchased		(702,696	)		(8,607,157	)		(6,803,872	)		(75,543,779	)

Total		(205,299	)	$	(2,546,713	)		(2,386,494	)	$	(21,836,822	)

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

6.	Financial Instruments

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

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 June 30, 2012.

7.	Foreign Securities

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

8.	Life Sciences Securities

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

9.	Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2011, was as follows:

Long-term capital gains $5,663,104

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At June 30, 2012, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	202,757,716
Unrealized appreciation		35,893,973
Unrealized depreciation		(12,015,876	)

Net unrealized appreciation	$	23,878,097

Life Sciences Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

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

Prospectus and Statement of Additional Information (SAI)

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


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

MNLFS-6/12-SAR

LOGO

SMALL CAP SERIES

www.manning-napier.com

Small Cap Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,102.90	$5.75
Hypothetical (5% return before expenses)	$1,000.00	$1,019.39	$5.52

*Expenses are equal to the Series annualized expense ratio (for the six-month period) of 1.10%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

Small Cap Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Market Capitalization
Average	$	1,522.93 Million
Median		1,478.67 Million
Weighted Average		1,117.32 Million


Top Ten Stock Holdings²
US Airways Group, Inc.	3.2	%
Spirit Airlines, Inc.	3.0	%
Westport Innovations, Inc. - ADR (Canada)	2.5	%
AMC Networks, Inc. - Class A	2.3	%
Myriad Genetics, Inc.	2.2	%
First Commonwealth Financial Corp.	2.2	%
Infinera Corp.	2.2	%
RailAmerica, Inc.	2.1	%
Imax Corp. (Canada)	2.1	%
Copa Holdings S.A. - ADR - Class A
(Panama)	2.1	%
²As a percentage of total investments.

Small Cap Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.9%

Consumer Discretionary - 25.0%
Automobiles - 0.8%
Tesla Motors, Inc.*		52,100	$	1,630,209

Distributors - 1.3%
Inchcape plc (United Kingdom)¹		489,761		2,542,281

Hotels, Restaurants & Leisure - 1.9%
BJ’s Restaurants, Inc.*		44,150		1,677,700
Orient-Express Hotels Ltd. - ADR - Class A (Bermuda)*		238,080		1,992,730


				3,670,430

Internet & Catalog Retail - 3.7%
Blue Nile, Inc.*		24,890		739,482
HomeAway, Inc.*		85,840		1,866,162
Ocado Group plc (United Kingdom)*¹		2,044,230		2,494,014
Shutterfly, Inc.*		66,750		2,048,558


				7,148,216

Media - 8.1%
AMC Networks, Inc. - Class A*		127,420		4,529,781
Imax Corp. (Canada)*		170,490		4,096,875
Sky Deutschland AG (Germany)*¹		703,300		2,555,423
Valassis Communications, Inc.*		91,110		1,981,643
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		897,595		2,661,747


				15,825,469

Specialty Retail - 9.2%
Aeropostale, Inc.*		136,390		2,431,834
American Eagle Outfitters, Inc.		171,860		3,390,798
Chico’s FAS, Inc.		138,460		2,054,746
Dick’s Sporting Goods, Inc.		40,780		1,957,440
Group 1 Automotive, Inc.		35,890		1,636,943
Penske Automotive Group, Inc.		77,020		1,635,905
Select Comfort Corp.*		45,602		953,994
Sonic Automotive, Inc. - Class A		129,330		1,767,941
Teavana Holdings, Inc.*		163,740		2,215,402


				18,045,003


Total Consumer Discretionary				48,861,608


Consumer Staples - 5.2%
Beverages - 2.6%
The Boston Beer Co., Inc. - Class A*		24,590		2,975,390
C&C Group plc (Ireland)¹		497,040		2,135,885


				5,111,275

Food & Staples Retailing - 0.8%
Distribuidora Internacional de Alimentacion S.A. (Spain)*¹		308,720		1,451,524

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

Small Cap Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products - 1.8%
Flowers Foods, Inc.		107,145	$	2,488,978
Tootsie Roll Industries, Inc.		45,581		1,087,563


				3,576,541


Total Consumer Staples				10,139,340

Energy - 6.3%
Energy Equipment & Services - 5.2%
Calfrac Well Services Ltd. (Canada)		60,840		1,361,893
CARBO Ceramics, Inc.		11,020		845,565
Global Geophysical Services, Inc.*		153,680		940,522
Heckmann Corp.*		390,520		1,319,958
ION Geophysical Corp.*		249,310		1,642,953
Key Energy Services, Inc.*		133,470		1,014,372
Petroleum Geo-Services ASA (Norway)¹		72,340		884,145
Trican Well Service Ltd. (Canada)		191,910		2,214,854


				10,224,262

Oil, Gas & Consumable Fuels - 1.1%
Paladin Energy Ltd. (Australia)*²		1,589,030		2,060,229


Total Energy				12,284,491

Financials - 11.2%
Commercial Banks - 2.2%
First Commonwealth Financial Corp		643,580		4,331,293

Diversified Financial Services - 1.5%
JSE Ltd. (South Africa)¹		320,720		2,948,618

Insurance - 1.2%
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		264,070		2,346,851

Real Estate Investment Trusts (REITS) - 5.5%
Associated Estates Realty Corp.		46,300		692,185
BioMed Realty Trust, Inc.		57,890		1,081,385
Corporate Office Properties Trust		42,440		997,764
DuPont Fabros Technology, Inc.		35,840		1,023,590
Education Realty Trust, Inc.		140,020		1,551,422
Home Properties, Inc.		15,790		968,874
Mack-Cali Realty Corp.		37,130		1,079,369
Mid-America Apartment Communities, Inc.		11,280		769,747
Pebblebrook Hotel Trust		111,580		2,600,930


				10,765,266

Real Estate Management & Development - 0.8%
General Shopping Brasil S.A. (Brazil)*		328,590		1,554,197


Total Financials				21,946,225

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

Small Cap Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care - 15.1%
Biotechnology - 3.5%
Genomic Health, Inc.*		73,300	$	2,448,220
Myriad Genetics, Inc.*		182,220		4,331,369


				6,779,589

Health Care Equipment & Supplies - 7.3%
Abaxis, Inc.*		72,450		2,680,650
Alere, Inc.*		122,586		2,383,072
DexCom, Inc.*		96,940		1,256,342
HeartWare International, Inc.*		24,150		2,144,520
Insulet Corp.*		146,910		3,139,467
Quidel Corp.*		66,830		1,047,894
Thoratec Corp.*		48,790		1,638,368


				14,290,313

Health Care Technology - 0.9%
Allscripts Healthcare Solutions, Inc.*		154,210		1,685,515

Life Sciences Tools & Services - 1.6%
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		225,330		3,181,660

Pharmaceuticals - 1.8%
Green Cross Corp. (South Korea)¹		27,210		3,557,612


Total Health Care				29,494,689


Industrials - 20.2%
Airlines - 8.4%
Copa Holdings S.A. - ADR - Class A (Panama)		49,220		4,059,666
Spirit Airlines, Inc.*		305,460		5,944,252
US Airways Group, Inc.*		475,370		6,336,682


				16,340,600

Commercial Services & Supplies - 0.4%
Interface, Inc.		61,360		836,337

Construction & Engineering - 1.6%
MYR Group, Inc.*		188,140		3,209,668

Machinery - 6.4%
Astec Industries, Inc.*		13,370		410,192
Graham Corp.		81,910		1,525,164
Titan International, Inc.		107,480		2,636,484
Wabash National Corp.*		447,610		2,963,178
Westport Innovations, Inc. - ADR (Canada)*		133,870		4,919,723


				12,454,741

Marine - 1.3%
Baltic Trading Ltd.		138,290		475,718
D/S Norden A/S (Denmark)¹		44,790		1,188,821

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

Small Cap Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Marine (continued)
Sinotrans Shipping Ltd. (Hong Kong)¹		3,579,000	$	841,845


				2,506,384

Road & Rail - 2.1%
RailAmerica, Inc.*		172,270		4,168,934


Total Industrials				39,516,664

Information Technology - 11.6%
Communications Equipment - 3.1%
Infinera Corp.*		630,290		4,311,184
Polycom, Inc.*		163,060		1,715,391


				6,026,575

Computers & Peripherals - 0.5%
Immersion Corp.*		173,210		975,172

Electronic Equipment, Instruments & Components - 0.9%
Rofin-Sinar Technologies, Inc.*		93,090		1,762,194

Internet Software & Services - 3.0%
The Active Network, Inc.*		193,570		2,979,042
LogMeIn, Inc.*		60,350		1,841,882
Velti plc - ADR (Ireland)*		154,540		1,004,510


				5,825,434

IT Services - 2.9%
Euronet Worldwide, Inc.*		165,490		2,833,189
Interxion Holding NV - ADR (Netherlands)*		58,130		1,052,734
Sapient Corp.*		179,610		1,808,673


				5,694,596

Software - 1.2%
RealPage, Inc.*		101,660		2,354,446


Total Information Technology				22,638,417

Materials - 2.3%
Chemicals - 2.3%
Calgon Carbon Corp.*		244,600		3,478,212
Flotek Industries, Inc.*		106,690		996,485


Total Materials				4,474,697

TOTAL COMMON STOCKS
(Identified Cost $183,503,396)				189,356,131

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

Small Cap Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENTS - 2.9%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.09% (Identified Cost $5,693,097)		5,693,097	$	5,693,097


TOTAL INVESTMENTS - 99.8%
(Identified Cost $189,196,493)				195,049,228
OTHER ASSETS, LESS LIABILITIES - 0.2%				322,336


NET ASSETS - 100%			$	195,371,564

ADR - American Depository Receipt

*Non-income producing security

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

²Traded on Canadian exchange.

³Rate shown is the current yield as of June 30, 2012.

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

Small Cap Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $189,196,493) (Note 2)	$	195,049,228
Receivable for securities sold		433,818
Dividends receivable		143,847
Receivable for fund shares sold		86,229
Foreign tax reclaims receivable		40,731
Other receivable		70


TOTAL ASSETS		195,753,923


LIABILITIES:

Accrued management fees (Note 3)		155,198
Accrued fund accounting and administration fees (Note 3)		13,347
Accrued transfer agent fees (Note 3)		4,847
Accrued directors’ fees (Note 3)		769
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for fund shares repurchased		152,094
Audit fees payable		20,269
Other payables and accrued expenses		35,684


TOTAL LIABILITIES		382,359


TOTAL NET ASSETS	$	195,371,564


NET ASSETS CONSIST OF:

Capital stock	$	211,967
Additional paid-in-capital		219,215,288
Accumulated net investment income		36,457
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(29,943,350	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		5,851,202


TOTAL NET ASSETS	$	195,371,564


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($195,371,564/21,196,686 shares)	$	9.22

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

Small Cap Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $49,511)	$	1,131,172


EXPENSES:

Management fees (Note 3)		994,689
Fund accounting and administration fees (Note 3)		27,459
Transfer agent fees (Note 3)		9,705
Directors’ fees (Note 3)		2,399
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		13,044
Miscellaneous		44,677


Total Expenses		1,093,217


NET INVESTMENT INCOME		37,955


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

Net realized gain (loss) on- Investments		8,761,217
Foreign currency and translation of other assets and liabilities		(41,759	)


		8,719,458


Net change in unrealized appreciation on- Investments		9,551,644
Foreign currency and translation of other assets and liabilities		1,470


		9,553,114


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		18,272,572


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,310,527

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

Small Cap Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	37,955		$	(540,269	)
Net realized gain (loss) on investments and foreign currency		8,719,458			26,221,402
Net change in unrealized appreciation (depreciation) on investments and foreign currency		9,553,114			(45,814,942	)


Net increase (decrease) from operations		18,310,527			(20,133,809	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(2,264,063	)		(8,938,199	)


Net increase (decrease) in net assets		16,046,464			(29,072,008	)

NET ASSETS:

Beginning of period		179,325,100			208,397,108


End of period (including undistributed net investment income of $36,457 and accumulated net investment loss of $1,498, respectively)	$	195,371,564		$	179,325,100

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

Small Cap Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.36		$	9.29		$	7.39		$	4.98		$	10.21		$	13.08

Income (loss) from investment operations:
Net investment income (loss)		—	^1,2		(0.02	)¹		(0.01	)¹		(0.02	)¹		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments		0.86			(0.91	)		1.91			2.43			(5.12	)		(1.25	)

Total from investment operations		0.86			(0.93	)		1.90			2.41			(5.14	)		(1.26	)

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

Net asset value - End of period	$	9.22		$	8.36		$	9.29		$	7.39		$	4.98		$	10.21

Net assets - End of period (000’s omitted)	$	195,372		$	179,325		$	208,397		$	171,910		$	120,162		$	184,998


Total return³		10.29	%		(10.01	%)		25.71	%		48.39	%		(50.68	%)		(9.32	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.10	%⁴		1.11	%		1.12	%		1.15	%		1.15	%		1.14	%
Net investment income (loss)		0.04	%⁴		(0.27	%)		(0.13	%)		(0.34	%)		(0.39	%)		(0.08	%)
Portfolio turnover		35	%		75	%		75	%		76	%		68	%		64	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01.

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

⁴Annualized.

⁵Less than 0.01%.

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

Small Cap Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies with small market capitalizations.

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 87.5 million have been designated as Small Cap Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	48,861,608	$	38,608,143	$	10,253,465	$	—
Consumer Staples		10,139,340		6,551,931		3,587,409		—
Energy		12,284,491		11,400,346		884,145		—
Financials		21,946,225		18,997,607		2,948,618		—
Health Care		29,494,689		25,937,077		3,557,612		—
Industrials		39,516,664		37,485,998		2,030,666		—
Information Technology		22,638,417		22,638,417		—		—
Materials		4,474,697		4,474,697		—		—
Mutual funds		5,693,097		5,693,097		—		—

Total assets	$	195,049,228	$	171,787,313	$	23,261,915	$	—

*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 December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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 did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $66,232,178 and $72,585,169, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Small Cap Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		710,956		$	6,638,457			1,738,475		$	15,552,815
Reinvested		—			—			—			—
Repurchased		(951,820	)		(8,902,520	)		(2,723,450	)		(24,491,014	)

Total		(240,864	)	$	(2,264,063	)		(984,975	)	$	(8,938,199	)

Approximately 90% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. At June 30, 2012, the retirement plan of the Advisor and its affiliates owned 69,110 shares (0.33% of shares outstanding) valued at $637,196.

6.	Financial Instruments

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

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 June 30, 2012.

7.	Foreign Securities

8.	Federal Income Tax Information

As of December 31, 2011, the Series had a capital loss carryforward of $38,662,808, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire on December 31, 2017.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	189,599,057
Unrealized appreciation		25,751,117
Unrealized depreciation		(20,300,946	)

Net unrealized appreciation	$	5,450,171

{This page intentionally left blank}

Small Cap Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNSCS-06/12-SAR

LOGO

TECHNOLOGY SERIES

www.manning-napier.com

Technology Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,071.60	$5.72
Hypothetical (5% return before expenses)	$1,000.00	$1,019.34	$5.57

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.11%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

Technology Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Top Ten Stock Holdings²
EMC Corp.	5.5	%	Tencent Holdings Ltd. (China)	4.2%
Google, Inc. - Class A	4.9	%	Riverbed Technology, Inc.	4.2%
Apple, Inc.	4.8	%	The Active Network, Inc.	4.1%
Autodesk, Inc.	4.3	%	Infinera Corp.	4.0%
Monsanto Co.	4.3	%	RealPage, Inc.	3.7%

²As a percentage of total investments.

Technology Series

Investment Portfolio - June 30, 2012

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 95.1%

Consumer Discretionary - 13.5%
Automobiles - 1.3%
Tesla Motors, Inc.*		61,000	$	1,908,690

Internet & Catalog Retail - 9.2%
Amazon.com, Inc.*		21,000		4,795,350
HomeAway, Inc.*		178,000		3,869,720
Shutterfly, Inc.*		157,000		4,818,330


				13,483,400

Media - 3.0%
DIRECTV - Class A*		92,000		4,491,440


Total Consumer Discretionary				19,883,530


Health Care - 2.9%
Health Care Technology - 2.9%
Cerner Corp.*		51,000		4,215,660

Industrials - 2.3%
Electrical Equipment - 2.3%
Polypore International, Inc.*		85,120		3,437,997

Information Technology - 72.1%
Communications Equipment - 18.3%
Alcatel-Lucent - ADR (France)*		1,259,600		2,053,148
Infinera Corp.*		879,130		6,013,249
Juniper Networks, Inc.*		281,000		4,583,110
Polycom, Inc.*		360,000		3,787,200
Qualcomm, Inc.		78,000		4,343,040
Riverbed Technology, Inc.*		383,500		6,193,525


				26,973,272

Computers & Peripherals - 12.3%
Apple, Inc.		12,170		7,107,280
EMC Corp.*		318,100		8,152,903
Immersion Corp.*		500,000		2,815,000


				18,075,183

Electronic Equipment, Instruments & Components - 8.2%
Amphenol Corp. - Class A		79,930		4,389,756
Corning, Inc.		288,000		3,723,840
Rofin-Sinar Technologies, Inc.*		211,000		3,994,230


				12,107,826

Internet Software & Services - 15.5%
The Active Network, Inc.*		396,000		6,094,440
Google, Inc. - Class A*		12,640		7,332,085
Tencent Holdings Ltd. (China)¹		210,000		6,201,570

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

Technology Series

Investment Portfolio - June 30, 2012

(unaudited)



	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services (continued)
Velti plc - ADR (Ireland)*		493,000	$	3,204,500


				22,832,595

IT Services - 9.8%
Amadeus IT Holding S.A. - Class A (Spain)¹		246,542		5,223,305
Amdocs Ltd. - ADR (Guernsey)*		160,000		4,755,200
Cap Gemini S.A. (France)¹		120,000		4,416,694


				14,395,199

Software - 8.0%
Autodesk, Inc.*		182,000		6,368,180
RealPage, Inc.*		234,881		5,439,844


				11,808,024


Total Information Technology				106,192,099


Materials - 4.3%
Chemicals - 4.3%
Monsanto Co		76,550		6,336,809

TOTAL COMMON STOCKS
(Identified Cost $132,855,307)				140,066,095


SHORT-TERM INVESTMENTS - 5.9%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.09%
(Identified Cost $8,734,876)		8,734,876		8,734,876


TOTAL INVESTMENTS - 101.0%
(Identified Cost $141,590,183)				148,800,971
LIABILITIES, LESS OTHER ASSETS - (1.0%)				(1,409,312	)


NET ASSETS - 100%			$	147,391,659

ADR - American Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of June 30, 2012.

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

Technology Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $141,590,183) (Note 2)	$	148,800,971
Receivable for fund shares sold		92,815
Foreign tax reclaims receivable		15,693
Dividends receivable		6,124


TOTAL ASSETS		148,915,603


LIABILITIES:

Accrued management fees (Note 3)		116,863
Accrued fund accounting and administration fees (Note 3)		11,953
Accrued transfer agent fees (Note 3)		4,608
Accrued directors’ fees (Note 3)		853
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for securities purchased		1,246,959
Payable for fund shares repurchased		105,107
Other payables and accrued expenses		37,450


TOTAL LIABILITIES		1,523,944


TOTAL NET ASSETS	$	147,391,659


NET ASSETS CONSIST OF:

Capital stock	$	133,181
Additional paid-in-capital		137,003,602
Accumulated net investment loss		(448,813	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		3,491,917
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		7,211,772


TOTAL NET ASSETS	$	147,391,659


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($147,391,659/13,318,138 shares)	$	11.07

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

Technology Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $61,611)	$	405,952


EXPENSES:

Management fees (Note 3)		768,175
Fund accounting and administration fees (Note 3)		24,230
Transfer agent fees (Note 3)		8,183
Directors’ fees (Note 3)		1,916
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		7,793
Miscellaneous		43,224


Total Expenses		854,765


NET INVESTMENT LOSS		(448,813	)


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

Net realized gain (loss) on- Investments		1,631,623
Foreign currency and translation of other assets and liabilities		(670	)


		1,630,953


Net change in unrealized appreciation (depreciation) on- Investments		8,665,114
Foreign currency and translation of other assets and liabilities		1,450


		8,666,564


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		10,297,517


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	9,848,704

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

Technology Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment loss	$	(448,813	)	$	(728,493	)
Net realized gain (loss) on investments and foreign currency		1,630,953			17,826,466
Net change in unrealized appreciation (depreciation) on investments and foreign currency		8,666,564			(32,901,482	)


Net increase (decrease) from operations		9,848,704			(15,803,509	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net realized gain on investments		—			(1,324,698	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(1,102,253	)		(11,626,430	)


Net increase (decrease) in net assets		8,746,451			(28,754,637	)

NET ASSETS:

Beginning of period		138,645,208			167,399,845


End of period (including accumulated net investment loss of $448,813 and $0, respectively)	$	147,391,659		$	138,645,208

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

Technology Series

Financial Highlights


	FOR THE SIX			FOR THE YEARS ENDED
	MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.33		$	11.63		$	9.73		$	6.01		$	11.29		$	10.41

Income (loss) from investment operations:
Net investment loss		(0.03	)¹		(0.05	)¹		(0.06	)¹		(0.05	)¹		(0.05	)		(0.05	)
Net realized and unrealized gain (loss) on investments		0.77			(1.15	)		1.96			3.77			(5.09	)		2.34


Total from investment operations		0.74			(1.20	)		1.90			3.72			(5.14	)		2.29


Less distributions to shareholders:
From net realized gain on investments		—			(0.10	)		—			—			(0.14	)		(1.41	)


Net asset value - End of period	$	11.07		$	10.33		$	11.63		$	9.73		$	6.01		$	11.29


Net assets - End of period (000’s omitted)	$	147,392		$	138,645		$	167,400		$	157,731		$	123,112		$	227,679


Total return²		7.16	%		(10.31	%)		19.53	%		61.90	%		(45.86	%)		22.55	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.11	%³		1.13	%		1.12	%		1.13	%		1.13	%		1.13	%
Net investment loss		(0.58	%)³		(0.46	%)		(0.58	%)		(0.68	%)		(0.53	%)		(0.53	%)
Portfolio turnover		44	%		81	%		70	%		55	%		65	%		79	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

³Annualized.

⁴Less than 0.01%.

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

Technology Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies in technology-based industries.

2.	Significant Accounting Policies

Security Valuation

Debt securities, including corporate bonds, will normally be valued on the basis of evaluated bid prices provided by an independent pricing service. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Technology Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	19,883,530	$	19,883,530	$	—	$	—
Health Care		4,215,660		4,215,660		—		—
Industrials		3,437,997		3,437,997		—		—
Information Technology		106,192,099		90,350,530		15,841,569		—
Materials		6,336,809		6,336,809		—		—
Mutual funds		8,734,876		8,734,876		—		—

Total assets	$	148,800,971	$	132,959,402	$	15,841,569	$	—

*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 December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Technology Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Technology Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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 April 30, 2013, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.20% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $63,739,695 and $65,761,695, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Technology Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		534,286		$	6,083,629			1,286,341		$	15,034,387
Reinvested		—			—			129,312			1,311,222
Repurchased		(639,811	)		(7,185,882	)		(2,384,668	)		(27,972,039	)

Total		(105,525	)	$	(1,102,253	)		(969,015	)	$	(11,626,430	)

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

6.	Financial Instruments

Technology Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

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 during the six months ended June 30, 2012.

7.	Foreign Securities

8.	Technology Securities

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

9.	Federal Income Tax Information


Long-term capital gains		$	1,324,698

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2011, the Series did not have pre or post-enactment net capital loss carryfowards.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	141,590,183
Unrealized appreciation		18,128,654
Unrealized depreciation		(10,917,866	)

Net unrealized appreciation	$	7,210,788

{This page intentionally left blank}

Technology Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNTEC-06/12-SAR

LOGO

FINANCIAL SERVICES SERIES

www.manning-napier.com

Financial Services Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,090.90	$5.82
Hypothetical (5% return before expenses)	$1,000.00	$1,019.29	$5.62

Financial Services Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Top Ten Stock Holdings²
Moody’s Corp.	4.9	%	First Commonwealth Financial Corp.	4.3	%
The Western Union Co.	4.9	%	HSBC Holdings plc - ADR (United Kingdom)	4.0	%
JPMorgan Chase & Co.	4.8	%	Admiral Group plc (United Kingdom)	4.0	%
Edenred (France)	4.6	%	Discover Financial Services	3.9	%
JSE Ltd. (South Africa)	4.5	%	CME Group, Inc.	3.8	%

²As a percentage of total investments.

Financial Services Series

Investment Portfolio - June 30, 2012

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.5%

Financials - 77.5%

Capital Markets - 7.8%
The Charles Schwab Corp.		355,000	$	4,590,150
Deutsche Bank AG (Germany)¹		36,000		1,299,360
Evercore Partners, Inc. - Class A		82,000		1,917,980
Greenhill & Co., Inc.		53,500		1,907,275
Lazard Ltd. - Class A - ADR (Bermuda)		78,000		2,027,220


				11,741,985

Commercial Banks - 26.7%
Barclays plc (United Kingdom)¹		934,260		2,387,264
BNP Paribas S.A. (France)¹		83,000		3,200,049
CIT Group, Inc.*		116,500		4,152,060
First Commonwealth Financial Corp.		975,400		6,564,442
HSBC Holdings plc - ADR (United Kingdom)		139,000		6,134,070
ICICI Bank Ltd. - ADR (India)		131,000		4,245,710
Standard Chartered plc (United Kingdom)¹		136,600		2,967,352
U.S. Bancorp		156,000		5,016,960
Wells Fargo & Co.		163,740		5,475,465


				40,143,372

Consumer Finance - 7.5%
American Express Co.		90,000		5,238,900
Discover Financial Services		173,980		6,016,228


				11,255,128

Diversified Financial Services - 19.9%
CME Group, Inc.		21,700		5,817,987
Deutsche Boerse AG (Germany)¹		39,000		2,104,095
JPMorgan Chase & Co.		207,000		7,396,110
JSE Ltd. (South Africa)¹		760,000		6,987,247
Moody’s Corp.		208,000		7,602,400


				29,907,839

Insurance - 15.6%
Admiral Group plc (United Kingdom)¹		327,000		6,099,915
The Allstate Corp.		160,600		5,635,454
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		450,000		3,999,253
Mapfre S.A. (Spain)¹		1,761,000		3,582,505
Zurich Insurance Group AG (Switzerland)¹		18,700		4,228,519


				23,545,646


Total Financials				116,593,970


Industrials - 4.7%
Commercial Services & Supplies - 4.7%
Edenred (France)¹		250,000		7,087,351

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

Financial Services Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology - 14.3%
IT Services - 14.3%
Euronet Worldwide, Inc.*		268,182	$	4,591,276
MasterCard, Inc. - Class A		10,800		4,645,188
Visa, Inc. - Class A		39,000		4,821,570
The Western Union Co.		446,000		7,510,640


Total Information Technology				21,568,674


TOTAL COMMON STOCKS
(Identified Cost $146,226,099)				145,249,995


SHORT-TERM INVESTMENTS - 5.8%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.09% (Identified Cost $8,790,263)		8,790,263		8,790,263


TOTAL INVESTMENTS - 102.3%
(Identified Cost $155,016,362)				154,040,258
LIABILITIES, LESS OTHER ASSETS - (2.3%)				(3,493,029	)


NET ASSETS - 100%			$	150,547,229

ADR - American Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of June 30, 2012.

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

Financial Services Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $155,016,362) (Note 2)	$	154,040,258
Cash		66,371
Dividends receivable		237,407
Foreign tax reclaims receivable		128,439
Receivable for fund shares sold		94,879


TOTAL ASSETS		154,567,354


LIABILITIES:

Accrued management fees (Note 3)		118,642
Accrued fund accounting and administration fees (Note 3)		11,755
Accrued transfer agent fees (Note 3)		4,116
Accrued directors’ fees (Note 3)		521
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for securities purchased		3,718,530
Payable for fund shares repurchased		114,099
Other payables and accrued expenses		52,311


TOTAL LIABILITIES		4,020,125


TOTAL NET ASSETS	$	150,547,229


NET ASSETS CONSIST OF:

Capital stock	$	261,218
Additional paid-in-capital		253,793,387
Undistributed net investment income		2,285,007
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(104,817,755	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(974,628	)


TOTAL NET ASSETS	$	150,547,229


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($150,547,229/26,121,810 shares)	$	5.76

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

Financial Services Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $160,304)	$	3,107,658


EXPENSES:

Management fees (Note 3)		758,058
Fund accounting and administration fees (Note 3)		24,147
Transfer agent fees (Note 3)		8,027
Directors’ fees (Note 3)		1,774
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		12,863
Miscellaneous		41,046


Total Expenses		847,159


NET INVESTMENT INCOME		2,260,499


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

Net realized gain (loss) on- Investments		912,604
Foreign currency and translation of other assets and liabilities		(48,837	)

		863,767


Net change in unrealized appreciation (depreciation) on- Investments		9,570,842
Foreign currency and translation of other assets and liabilities		1,300

		9,572,142


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		10,435,909


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,696,408

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

Financial Services Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)		FOR THE YEAR ENDED 12/31/11
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,260,499	$	2,309,104
Net realized gain (loss) on investments and foreign currency		863,767		1,994,673
Net change in unrealized appreciation (depreciation) on investments and foreign currency		9,572,142		(16,424,652	)


Net increase (decrease) from operations		12,696,408		(12,120,875	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income		—		(2,311,804	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		880,441		7,223,607


Net increase (decrease) in net assets		13,576,849		(7,209,072	)

NET ASSETS:

Beginning of period		136,970,380		144,179,452


End of period (including undistributed net investment income of $2,285,007 and $24,508, respectively)	$	150,547,229	$	136,970,380

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

Financial Services Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12			FOR THE YEARS ENDED
	(UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	5.28		$	5.84		$	5.55		$	5.14		$	9.34		$	12.51

Income (loss) from investment operations:
Net investment income		0.09	¹		0.09	¹		0.07	¹		0.10	¹		0.17			0.19
Net realized and unrealized gain (loss) on investments		0.39			(0.56	)		0.29			0.44			(4.19	)		(2.36	)


Total from investment operations		0.48			(0.47	)		0.36			0.54			(4.02	)		(2.17	)


Less distributions to shareholders:
From net investment income		—			(0.09	)		(0.07	)		(0.13	)		(0.18	)		(0.18	)
From net realized gain on investments		—			—			—			—			—			(0.82	)


Total distributions to shareholders		—			(0.09	)		(0.07	)		(0.13	)		(0.18	)		(1.00	)


Net asset value - End of period	$	5.76		$	5.28		$	5.84		$	5.55		$	5.14		$	9.34


Net assets - End of period (000’s omitted)	$	150,547		$	136,970		$	144,179		$	130,415		$	129,369		$	220,097


Total return²		9.09	%		(7.98	%)		6.56	%		10.54	%		(42.98	%)		(17.46	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.12	%³		1.13	%		1.14	%		1.14	%		1.12	%		1.15	%
Net investment income		2.98	%³		1.58	%		1.31	%		2.01	%		2.34	%		1.72	%
Portfolio turnover		25	%		56	%		49	%		98	%		41	%		38	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

³Annualized.

⁴Less than 0.01%.

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

Financial Services Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Financial Services Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Financial Services Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities*:
Financials	$	116,593,970	$	83,737,664	$	32,856,306	$	—
Industrials		7,087,351		—		7,087,351		—
Information Technology		21,568,674		21,568,674		—		—
Mutual funds		8,790,263		8,790,263		—		—

Total assets	$	154,040,258	$	114,096,601	$	39,943,657	$	—

*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 December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Financial Services Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Financial Services Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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.

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $37,940,858 and $36,252,900, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Financial Services Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,097,953		$	6,340,283			2,938,200		$	16,894,131
Reinvested		—			—			441,059			2,236,169
Repurchased		(938,202	)		(5,459,842	)		(2,111,513	)		(11,906,693	)

Total		159,751		$	880,441			1,267,746		$	7,223,607

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

6.	Financial Instruments

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

Financial Services Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

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 June 30, 2012.

7.	Foreign Securities

8.	Financial Services Securities

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

9.	Federal Income Tax Information

Ordinary income $2,311,804

At December 31, 2011, the Series had a capital loss carryover of $103,505,280, available to the extent allowed by tax law to offset future net capital gain, if any, that will expire as follows:


LOSS CARRYOVER	EXPIRATION DATE
$46,650,153		December 31, 2016
$51,187,679		December 31, 2017
$5,667,448		December 31, 2018

At June 30, 2012, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:


Cost for federal income tax purposes	$	155,016,362
Unrealized appreciation		12,680,945
Unrealized depreciation		(13,657,049	)

Net unrealized depreciation	$	(976,104	)

Financial Services Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNFNS-6/12-SAR

LOGO

REAL ESTATE SERIES

www.manning-napier.com

Real Estate Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,164.40	$5.92
Hypothetical (5% return before expenses)	$1,000.00	$1,019.39	$5.52

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.10%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

Real Estate Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Top Ten Stock Holdings²
Simon Property Group, Inc.	5.2%	Accor S.A. (France)	3.5%
BioMed Realty Trust, Inc.	4.1%	Pebblebrook Hotel Trust	3.4%
Digital Realty Trust, Inc.	4.0%	Host Hotels & Resorts, Inc.	3.3%
Boston Properties, Inc.	3.7%	DuPont Fabros Technology, Inc.	3.1%
UDR, Inc.	3.6%	Health Care REIT, Inc.	3.0%
² As a percentage of total investments.

Real Estate Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 99.2%

Consumer Discretionary - 14.1%
Hotels, Restaurants & Leisure - 6.4%
Accor S.A. (France)¹		217,000	$	6,800,215
Hyatt Hotels Corp. - Class A*		45,000		1,672,200
InterContinental Hotels Group plc (United Kingdom)¹		167,234		4,026,065


				12,498,480

Household Durables - 7.7%
DR Horton, Inc.		205,830		3,783,155
Lennar Corp. - Class A		135,926		4,201,473
NVR, Inc.*		3,725		3,166,250
Toll Brothers, Inc.*		128,062		3,807,283


				14,958,161


Total Consumer Discretionary				27,456,641


Financials - 84.1%
Real Estate Management & Development - 1.8%
General Shopping Brasil S.A. (Brazil)*		291,000		1,376,400
Thomas Properties Group, Inc.		396,640		2,157,722


				3,534,122

REITS - Apartments - 14.8%
American Campus Communities, Inc.		62,960		2,831,941
Apartment Investment & Management Co. - Class A		98,000		2,648,940
Associated Estates Realty Corp.		117,818		1,761,379
AvalonBay Communities, Inc.		13,100		1,853,388
Camden Property Trust		52,570		3,557,412
Education Realty Trust, Inc.		129,690		1,436,965
Equity Residential		29,000		1,808,440
Home Properties, Inc.		41,440		2,542,758
Mid-America Apartment Communities, Inc.		51,400		3,507,536
UDR, Inc.		271,520		7,016,077


				28,964,836

REITS - Diversified - 13.1%
American Assets Trust, Inc.		106,500		2,582,625
Coresite Realty Corp.		143,000		3,692,260
Digital Realty Trust, Inc.		103,112		7,740,618
DuPont Fabros Technology, Inc.		210,102		6,000,513
Land Securities Group plc (United Kingdom)¹		160,000		1,853,747
Potlatch Corp.		27,100		865,574
Unibail-Rodamco SE (France)¹		10,825		1,994,079
Weyerhaeuser Co.		43,100		963,716


				25,693,132

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

Real Estate Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Health Care - 8.4%
HCP, Inc.		129,990	$	5,739,059
Health Care REIT, Inc.		99,360		5,792,688
Healthcare Realty Trust, Inc.		81,260		1,937,238
Healthcare Trust of America, Inc.		94,000		932,480
LTC Properties, Inc.		54,900		1,991,772


				16,393,237


REITS - Hotels - 6.6%
Host Hotels & Resorts, Inc.		405,000		6,407,100
Pebblebrook Hotel Trust		281,234		6,555,565


				12,962,665


REITS - Industrial - 1.0%
ProLogis, Inc.		58,400		1,940,632


REITS - Manufactured Homes - 1.4%
Equity Lifestyle Properties, Inc.		39,030		2,691,899


REITS - Office Property - 14.4%
Alexandria Real Estate Equities, Inc.		75,920		5,520,902
BioMed Realty Trust, Inc.		432,537		8,079,791
Boston Properties, Inc.		67,300		7,293,301
Corporate Office Properties Trust		193,214		4,542,461
Mack-Cali Realty Corp.		93,300		2,712,231


				28,148,686


REITS - Regional Malls - 10.9%
CBL & Associates Properties, Inc.		73,200		1,430,328
General Growth Properties, Inc.		226,800		4,102,812
The Macerich Co.		32,910		1,943,336
Simon Property Group, Inc.		65,400		10,180,164
Tanger Factory Outlet Centers		50,540		1,619,807
Taubman Centers, Inc.		26,740		2,063,258


				21,339,705


REITS - Shopping Centers - 3.2%
Cedar Realty Trust, Inc.		279,728		1,412,626
Equity One, Inc.		141,000		2,989,200
Kimco Realty Corp.		96,000		1,826,880


				6,228,706


REITS - Single Tenant - 2.8%
National Retail Properties, Inc.		86,810		2,455,855
Realty Income Corp.		70,940		2,963,164


				5,419,019

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

Real Estate Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Storage - 5.7%
CubeSmart		254,280	$	2,967,448
Public Storage		20,000		2,888,200
Sovran Self Storage, Inc.		105,340		5,276,481

				11,132,129

Total Financials				164,448,768


Industrials - 1.0%
Transportation Infrastructure - 1.0%
Groupe Eurotunnel S.A. (France)¹		248,100		2,016,634


Utilities - 0.0%
Electric Utilities - 0.0%
AET&D Holdings No. 1 Ltd. (Australia)²		125,000		—

TOTAL COMMON STOCKS (Identified Cost $148,520,685)				193,922,043


SHORT-TERM INVESTMENTS - 0.7%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.09% (Identified Cost $1,490,550)		1,490,550		1,490,550


TOTAL INVESTMENTS - 99.9% (Identified Cost $150,011,235)				195,412,593
OTHER ASSETS, LESS LIABILITIES - 0.1%				137,025


NET ASSETS - 100%			$	195,549,618

No. - Number

REITS - Real Estate Investment Trusts

*Non-income producing security

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

²Security has been valued at fair value as determined in good faith by the Advisor.

³Rate shown is the current yield as of June 30, 2012.

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

Real Estate Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $150,011,235) (Note 2)	$	195,412,593
Foreign currency (cost $14,798)		14,351
Dividends receivable		430,999
Receivable for fund shares sold		88,720
Foreign tax reclaims receivable		3,906


TOTAL ASSETS		195,950,569


LIABILITIES:

Accrued management fees (Note 3)		152,761
Accrued fund accounting and administration fees (Note 3)		12,755
Accrued transfer agent fees (Note 3)		3,379
Accrued directors’ fees (Note 3)		3,090
Accrued Chief Compliance Officer service fees (Note 3)		152
Payable for fund shares repurchased		166,928
Audit fees payable		24,287
Other payables and accrued expenses		37,599


TOTAL LIABILITIES		400,951


TOTAL NET ASSETS	$	195,549,618


NET ASSETS CONSIST OF:

Capital stock	$	132,753
Additional paid-in-capital		145,190,730
Undistributed net investment income		1,968,326
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		2,856,999
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		45,400,810


TOTAL NET ASSETS	$	195,549,618


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($195,549,618/13,275,276 shares)	$	14.73

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

Real Estate Series

Statement of Operations

For the Year Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $69,629)	$	2,968,294


EXPENSES:

Management fees (Note 3)		909,969
Fund accounting and administration fees (Note 3)		26,007
Transfer agent fees (Note 3)		7,739
Directors’ fees (Note 3)		1,572
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		5,769
Miscellaneous		47,668


Total Expenses		999,968


NET INVESTMENT INCOME		1,968,326


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

Net realized gain (loss) on- Investments		1,839,976
Foreign currency and translation of other assets and liabilities		(3,136	)


		1,836,840

Net change in unrealized appreciation (depreciation) on- Investments		23,740,589
Foreign currency and translation of other assets and liabilities		(479	)


		23,740,110


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		25,576,950


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	27,545,276

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

Real Estate Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)		FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,968,326	$	1,404,168
Net realized gain (loss) on investments and foreign currency		1,836,840		5,392,078
Net change in unrealized appreciation on investments and foreign currency		23,740,110		5,891,809


Net increase from operations		27,545,276		12,688,055


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income		—		(1,890,730	)
From net realized gain on investments		—		(5,248,374	)


Total distributions to shareholders		—		(7,139,104	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		851,649		72,467,767


Net increase in net assets		28,396,925		78,016,718

NET ASSETS:

Beginning of period		167,152,693		89,135,975


End of period (including undistributed net investment income of $1,968,326 and $0, respectively)	$	195,549,618	$	167,152,693

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

Real Estate Series

Financial Highlights


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 11/10/09¹TO
	6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.65		$	12.58		$	10.61		$	10.00

Income from investment operations:
Net investment income²		0.15			0.15			0.12			0.02
Net realized and unrealized gain on investments		1.93			0.49			2.44			0.62


Total from investment operations		2.08			0.64			2.56			0.64


Less distributions to shareholders:
From net investment income		—			(0.15	)		(0.12	)		(0.02	)
From net realized gain on investments		—			(0.42	)		(0.47	)		(0.01	)


Total distributions to shareholders		—			(0.57	)		(0.59	)		(0.03	)


Net asset value - End of period	$	14.73		$	12.65		$	12.58		$	10.61


Net assets - End of period (000’s omitted)	$	195,550		$	167,153		$	89,136		$	69,179


Total return³		16.44	%		5.29	%		24.40	%		6.36	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.10	%⁴		1.18	%		1.20	%		1.20	%⁴
Net investment income		2.16	%⁴		1.21	%		1.02	%		1.43	%⁴
Portfolio turnover		4	%		34	%		34	%		3	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.01	%		0.38	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Real Estate Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide high current income and long-term capital appreciation by investing principally in the common stocks of companies in the real estate industry.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Real Estate Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	27,456,641	$	16,630,361	$	10,826,280	$	—
Financials		164,448,768		160,600,942		3,847,826		—
Industrials		2,016,634		—		2,016,634		—
Utilities		—		—		—		—	**
Mutual funds		1,490,550		1,490,550		—		—

Total assets	$	195,412,593	$	178,721,853	$	16,690,740	$	—

*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.

**AET&D Holdings No.1 Ltd. is a Level 3 security as of June 30, 2012. However, there is no cost or market value for this security reported in the financial statements. There was no activity in this security for the six months ended June 30, 2012.

Security Transactions, Investment Income and Expenses

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

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

Foreign Currency Translation

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2009 and the years ended December 31, 2010 and December 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.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $10,038,806 and $7,557,142, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Real Estate Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		544,332		$	7,547,643			6,612,390		$	78,849,308
Reinvested		—			—			580,212			7,029,084
Repurchased		(484,294	)		(6,695,994	)		(1,065,703	)		(13,410,625	)

Total		60,038		$	851,649			6,126,899		$	72,467,767

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

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments

7.	Foreign Securities

8.	Real Estate Securities

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

9.	Federal Income Tax Information


Ordinary income	$	2,396,679
Long-term capital gains		4,742,425

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2011, the Series did not have pre or post-enactment net capital loss carryfowards.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	150,081,694
Unrealized appreciation		46,946,407
Unrealized depreciation		(1,615,508	)

Net unrealized appreciation	$	45,330,899

Real Estate Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNRES-06/12-SAR

LOGO

INTERNATIONAL SERIES

www.manning-napier.com

International Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012, except for Class I Actual, which is from March 15, 2012* to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12*	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD** 1/1/12-6/30/12	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,011.80	$5.50	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.39	$5.52	1.10%
Class I
Actual	$1,000.00	$ 923.00	$2.39	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,012.13	$2.50	0.85%

* Class I inception date was March 15, 2012.

** 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 182/366 to reflect the one-half year period (except for the Series’ Class I Actual return information, which reflects the 107 day period ended June 30, 2012 due to its inception date of March 15, 2012). The Series’ total return would have been lower had certain expenses not been waived during the period.

International Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 91.8%

Consumer Discretionary - 9.7%
Auto Components - 1.2%
Hankook Tire Co. Ltd. (South Korea)¹		178,870	$	7,133,214


Automobiles - 1.3%
Hero Motocorp Ltd. (India)¹		42,450		1,646,993
Maruti Suzuki India Ltd. (India)¹		44,940		946,622
Yamaha Motor Co. Ltd. (Japan)¹		566,900		5,428,395


				8,022,010


Hotels, Restaurants & Leisure - 1.1%
Indian Hotels Co. Ltd. (India)¹		5,669,000		6,316,127


Household Durables - 1.1%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		783,010		881,053
LG Electronics, Inc. (South Korea)¹		74,000		3,987,311
Rodobens Negocios Imobiliarios S.A. (Brazil)		367,000		2,009,958


				6,878,322


Media - 3.6%
Mediaset Espana Comunicacion S.A. (Spain)¹		2,208,600		10,733,536
Reed Elsevier plc - ADR (United Kingdom)		60,311		1,931,761
Societe Television Francaise 1 (France)¹		108,530		866,602
Wolters Kluwer N.V. (Netherlands)¹		322,347		5,125,211
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		945,000		2,802,323


				21,459,433


Multiline Retail - 0.7%
PPR (France)¹		31,130		4,437,015


Specialty Retail - 0.7%
Inditex S.A. (Spain)¹		23,000		2,377,405
Komeri Co. Ltd. (Japan)¹		67,000		1,759,184


				4,136,589


Total Consumer Discretionary				58,382,710


Consumer Staples - 18.3%
Beverages - 2.9%
Carlsberg A/S - Class B (Denmark)¹		80,000		6,314,622
Diageo plc (United Kingdom)¹		322,810		8,320,402
Kirin Holdings Co. Ltd. (Japan)¹		215,000		2,534,000


				17,169,024


Food & Staples Retailing - 2.4%
Carrefour S.A. (France)¹		165,082		3,048,312
Casino Guichard-Perrachon S.A. (France)¹		34,170		3,003,501
Distribuidora Internacional de Alimentacion S.A. (Spain)*¹		165,082		776,174
President Chain Store Corp. (Taiwan)¹		352,320		1,879,836

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

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food & Staples Retailing (continued)
Tesco plc (United Kingdom)¹		1,217,410	$	5,916,382


				14,624,205


Food Products - 9.1%
Barry Callebaut AG (Switzerland)¹		4,400		4,002,923
BRF - Brasil Foods S.A. (Brazil)		315,000		4,744,212
Charoen Pokphand Foods PCL (Thailand)¹		3,841,800		4,695,666
Danone S.A. (France)¹		107,012		6,650,448
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		2,604,000		6,400,831
Nestle S.A. (Switzerland)¹		105,220		6,279,306
Suedzucker AG (Germany)¹		90,690		3,217,278
Unilever plc - ADR (United Kingdom)		420,230		14,174,358
Universal Robina Corp. (Philippines)¹		3,120,000		4,677,721


				54,842,743


Household Products - 1.8%
Hindustan Unilever Ltd. (India)¹		250,540		2,045,913
Reckitt Benckiser Group plc (United Kingdom)¹		164,270		8,682,792


				10,728,705


Personal Products - 0.2%
Kao Corp. (Japan)¹		47,000		1,296,184


Tobacco - 1.9%
Gudang Garam Tbk PT (Indonesia)¹		730,000		4,822,724
ITC Ltd. (India)¹		1,440,000		6,705,612


				11,528,336


Total Consumer Staples				110,189,197


Energy - 3.6%
Energy Equipment & Services - 0.4%
Poseidon Concepts Corp. (Canada)		226,000		2,768,117


Oil, Gas & Consumable Fuels - 3.2%
Petroleo Brasileiro S.A. - ADR (Brazil)		240,000		4,353,600
Royal Dutch Shell plc - Class B (Netherlands)¹		88,430		3,088,297
Royal Dutch Shell plc - Class B - ADR (Netherlands)		87,780		6,138,455
Statoil ASA (Norway)¹		237,000		5,652,102


				19,232,454


Total Energy				22,000,571


Financials - 5.2%
Capital Markets - 0.2%
OSK Holdings Berhad (Malaysia)¹		2,141,738		949,792

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

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Commercial Banks - 0.9%
Hong Leong Financial Group Berhad (Malaysia)¹		1,462,800	$	5,669,387


Insurance - 2.8%
Allianz SE (Germany)¹		40,870		4,110,914
AXA S.A. (France)¹		56,372		753,622
Mapfre S.A. (Spain)¹		1,877,000		3,818,491
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		40,610		5,730,253
Zurich Insurance Group AG (Switzerland)¹		10,500		2,374,302


				16,787,582


Real Estate Investment Trusts (REITS) - 1.0%
Alstria Office REIT AG (Germany)¹		595,480		6,305,520


Thrifts & Mortgage Finance - 0.3%
Aareal Bank AG (Germany)*¹		115,790		1,908,240


Total Financials				31,620,521


Health Care - 12.5%
Health Care Equipment & Supplies - 0.6%
Straumann Holding AG (Switzerland)¹		25,776		3,791,147


Health Care Providers & Services - 2.1%
Amil Participacoes S.A. (Brazil)		350,000		3,432,910
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		25,000		1,764,750
Odontoprev S.A. (Brazil)		1,476,000		7,444,302


				12,641,962


Life Sciences Tools & Services - 1.1%
Gerresheimer AG (Germany)¹		141,000		6,637,055


Pharmaceuticals - 8.7%
AstraZeneca plc (United Kingdom)¹		27,960		1,249,464
AstraZeneca plc - ADR (United Kingdom)		229,150		10,254,463
Bayer AG (Germany)¹		100,000		7,205,947
GlaxoSmithKline plc (United Kingdom)¹		172,980		3,929,064
Lupin Ltd. (India)¹		575,508		5,561,571
Novartis AG - ADR (Switzerland)		49,000		2,739,100
Novo Nordisk A/S - Class B (Denmark)¹		45,000		6,526,659
Sanofi (France)¹		26,423		2,000,248
Shire plc (Ireland)¹		195,160		5,614,717
Takeda Pharmaceutical Co. Ltd. (Japan)¹		34,900		1,584,525
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		140,000		5,521,600


				52,187,358


Total Health Care				75,257,522

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

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials - 17.3%
Airlines - 0.4%
Deutsche Lufthansa AG (Germany)¹		206,580	$	2,388,234


Commercial Services & Supplies - 1.2%
Taiwan Secom Co. Ltd. (Taiwan)¹		777,210		1,691,786
Tomra Systems ASA (Norway)¹		689,080		5,859,802


				7,551,588


Construction & Engineering - 0.9%
Larsen & Toubro Ltd. (India)¹		206,270		5,209,660


Electrical Equipment - 3.4%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		278,000		4,536,960
Alstom S.A. (France)¹		295,560		9,351,102
Bharat Heavy Electricals Ltd. (India)¹		150,400		632,408
Schneider Electric S.A. (France)¹		66,000		3,668,533
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		4,084,000		2,660,734


				20,849,737


Industrial Conglomerates - 3.3%
Siemens AG (Germany)¹		237,600		19,964,895


Machinery - 2.5%
FANUC Corp. (Japan)¹		71,000		11,671,060
Jain Irrigation Systems Ltd. (India)¹		2,125,900		3,189,913
Jain Irrigation Systems Ltd. - DVR (India)*¹		44,872		31,762


				14,892,735


Professional Services - 1.7%
Experian plc (Ireland)¹		405,980		5,727,615
Qualicorp S.A. (Brazil)*		529,000		4,580,189


				10,307,804


Road & Rail - 0.9%
All America Latina Logistica S.A. (Brazil)		1,343,000		5,670,222


Trading Companies & Distributors - 1.2%
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		519,400		6,982,226


Transportation Infrastructure - 1.8%
Malaysia Airports Holdings Berhad (Malaysia)¹		6,083,700		10,687,169


Total Industrials				104,504,270


Information Technology - 11.1%
Communications Equipment - 1.1%
Alcatel-Lucent - ADR (France)*		4,100,000		6,683,000


Electronic Equipment, Instruments & Components - 3.1%
Hitachi Ltd. (Japan)¹		2,158,000		13,305,884
Keyence Corp. (Japan)¹		17,209		4,257,043

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

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Yageo Corp. (Taiwan)¹		2,931,000	$	864,835


				18,427,762


Internet Software & Services - 0.9%
NHN Corp. (South Korea)¹		23,950		5,253,051


IT Services - 1.2%
Cap Gemini S.A. (France)¹		202,320		7,446,547


Semiconductors & Semiconductor Equipment - 1.6%
Samsung Electronics Co. Ltd. (South Korea)¹		9,260		9,806,224


Software - 3.2%
Aveva Group plc (United Kingdom)¹		203,000		5,182,884
SAP AG (Germany)¹		239,440		14,178,571


				19,361,455


Total Information Technology				66,978,039


Materials - 5.5%
Chemicals - 5.1%
BASF SE (Germany)¹		236,100		16,417,113
Linde AG (Germany)¹		92,500		14,406,043


				30,823,156


Construction Materials - 0.4%
Taiwan Cement Corp. (Taiwan)¹		1,899,827		2,272,094


Total Materials				33,095,250


Telecommunication Services - 6.7%
Diversified Telecommunication Services - 3.8%
Swisscom AG - ADR (Switzerland)²		106,400		4,262,384
Telefonica S.A. - ADR (Spain)		707,000		9,261,700
Telenor ASA - ADR (Norway)²		184,380		9,169,217


				22,693,301


Wireless Telecommunication Services - 2.9%
DiGi.com Berhad (Malaysia)¹		8,691,800		11,673,048
SK Telecom Co. Ltd. - ADR (South Korea)		489,190		5,919,199


				17,592,247


Total Telecommunication Services				40,285,548


Utilities - 1.9%

Electric Utilities - 0.6%
E.ON AG (Germany)¹		164,441		3,553,435


Multi-Utilities - 0.7%
GDF Suez (France)¹		51,850		1,236,513

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

International Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Utilities (continued)
Multi-Utilities (continued)
National Grid plc (United Kingdom)¹		286,530	$	3,036,645


				4,273,158


Water Utilities - 0.6%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		182,000		3,946,278


Total Utilities				11,772,871


TOTAL COMMON STOCKS
(Identified Cost $583,368,307)				554,086,499


SHORT-TERM INVESTMENTS - 7.9%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.09%,
(Identified Cost $47,350,426)		47,350,426		47,350,426

TOTAL INVESTMENTS - 99.7%
(Identified Cost $630,718,733)				601,436,925
OTHER ASSETS, LESS LIABILITIES - 0.3%				1,900,581

NET ASSETS - 100%			$	603,337,506

ADR - American Depository Receipt

DVR - Differential Voting Rights

*Non-income producing security

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

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

³Rate shown is the current yield as of June 30, 2012.

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

Germany 17.9%; United Kingdom 10.4%.

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

International Series

Statement of Assets & Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $630,718,733) (Note 2)	$	601,436,925
Foreign currency (identified cost $152,146)		154,597
Dividends receivable		1,469,534
Receivable for fund shares sold		1,193,882
Foreign tax reclaims receivable		1,050,513
Receivable for securities sold		42,419


TOTAL ASSETS		605,347,870


LIABILITIES:

Cash overdraft		147,411
Accrued management fees (Note 3)		314,669
Accrued foreign capital gains tax (Note 2)		277,298
Accrued shareholder services fees (Class S) (Note 3)		103,255
Accrued transfer agent fees (Note 3)		29,619
Accrued fund accounting and administration fees (Note 3)		27,547
Accrued Chief Compliance Officer service fees (Note 3)		152
Accrued directors’ fees (Note 3)		8
Payable for fund shares repurchased		1,002,371
Payable for securities purchased		42,419
Other payables and accrued expenses		65,615


TOTAL LIABILITIES		2,010,364


TOTAL NET ASSETS	$	603,337,506


NET ASSETS CONSIST OF:

Capital stock	$	768,241
Additional paid-in-capital		639,646,402
Undistributed net investment income		5,596,627
Accumulated net realized loss on investments foreign currency and translation of other assets and liabilities		(13,084,048	)
Net unrealized depreciation on investments (net of foreign capital gains tax of $277,298), foreign currency and translation of other assets and liabilities		(29,589,716	)


TOTAL NET ASSETS	$	603,337,506


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($525,955,724/ 68,437,016 shares)	$	7.69


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($77,381,782/ 8,387,124 shares)	$	9.23

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

International Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,542,660)	$	11,393,790


EXPENSES:

Management fees (Note 3)		2,222,908
Shareholder services fees (Class S)(Note 3)		696,901
Transfer agent fees (Note 3)		97,225
Fund accounting and administration fees (Note 3)		55,840
Directors’ fees (Note 3)		5,549
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		150,843
Miscellaneous		92,005


Total Expenses		3,322,515
Less reduction of expenses (Note 3)		(106,318	)


Net Expenses		3,216,197


NET INVESTMENT INCOME		8,177,593


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

Net realized gain (loss) on- Investments		(11,076,327	)
Foreign currency, and translation of other assets and liabilities		42,880


		(11,033,447	)


Net change in unrealized appreciation (depreciation) on- Investments (net of change in accrued foreign capital gains tax of ($276,931))		4,042,729
Foreign currency and translation of other assets and liabilities		(14,548	)


		4,028,181


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(7,005,266	)


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,172,327

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

International Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	8,177,593		$	6,388,364
Net realized gain (loss) on investments and foreign currency		(11,033,447	)		(2,233,797	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		4,028,181			(79,628,812	)


Net increase (decrease) from operations		1,172,327			(75,474,245	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		—			(6,221,472	)
From net realized gain on investments (Class S)		—			(447,449	)


Total distributions to shareholders		—			(6,668,921	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		88,898,446			278,211,397


Net increase in net assets		90,070,773			196,068,231

NET ASSETS:

Beginning of period		513,266,733			317,198,502


End of period (including undistributed net investment income of $5,596,627 and distributions in excess of net investment income of $2,580,966, respectively)	$	603,337,506		$	513,266,733

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

International Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	7.61		$	8.85		$	8.39		$	6.57		$	10.87		$	9.84

Income (loss) from investment operations:
Net investment income		0.10	¹		0.13	¹		0.14	¹		0.14	¹		0.22			0.15
Net realized and unrealized gain (loss) on investments		(0.02	)		(1.26	)		0.86			2.10			(3.82	)		1.12

Total from investment operations		0.08			(1.13	)		1.00			2.24			(3.60	)		1.27

Less distributions to shareholders:
From net investment income		—			(0.10	)		(0.19	)		(0.16	)		(0.21	)		(0.14	)
From net realized gain on investments		—			(0.01	)		(0.35	)		(0.26	)		(0.49	)		(0.10	)

Total distributions to shareholders		—			(0.11	)		(0.54	)		(0.42	)		(0.70	)		(0.24	)

Net asset value - End of period	$	7.69		$	7.61		$	8.85		$	8.39		$	6.57		$	10.87


Net assets - End of period (000’s omitted)	$	525,956		$	513,267		$	317,199		$	267,100		$	182,273		$	270,080


Total return²		1.18	%		(12.82	%)		12.04	%		34.23	%		(33.25	%)		13.01	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		1.10	%³		1.16	%		1.15	%		1.15	%		1.15	%		1.16	%
Net investment income		2.60	%³		1.49	%		1.68	%		1.90	%		2.49	%		1.47	%
Portfolio turnover		7	%		7	%		13	%		17	%		9	%		20	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:

		0.03	%³		N/A			0.00	%⁴		0.00	%⁴		N/A			N/A

¹Calculated based on average shares outstanding during the periods.

³Annualized.

⁴Less than 0.01%.

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

International Series

Financial Highlights - Class I


	FOR THE PERIOD 3/15/12¹TO 6/30/12 (UNAUDITED)
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00


Income (loss) from investment operations:
Net investment income²		0.14
Net realized and unrealized gain (loss) on investments		(0.91	)


Total from investment operations		(0.77	)


Net asset value - End of period	$	9.23


Net assets - End of period (000’s omitted)	$	77,382


Total return³		(7.70	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses		0.85	%⁴
Net investment income		5.20	%⁴
Portfolio turnover		7	%

*The investment advisor did not impose all or a portion of its management fees and/or other fees during the period. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:

		0.06	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

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

International Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies located outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. Effective March 15, 2012, Class A shares of the Series have been redesignated as Class S shares and the Series issued Class I shares. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 250 million have been designated as International Series Class S common stock and 100 million have been designated as International Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

International Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	58,382,710	$	4,822,772	$	53,559,938	$	—
Consumer Staples		110,189,197		25,319,401		84,869,796		—
Energy		22,000,571		13,260,172		8,740,399		—
Financials		31,620,521		—		31,620,521		—
Health Care		75,257,522		31,157,125		44,100,397		—
Industrials		104,504,270		21,769,597		82,734,673		—
Information Technology		66,978,039		6,683,000		60,295,039		—
Materials		33,095,250		—		33,095,250		—
Telecommunication Services		40,285,548		15,180,899		25,104,649		—
Utilities		11,772,871		3,946,278		7,826,593		—
Mutual funds		47,350,426		47,350,426		—		—

Total assets	$	601,436,925	$	169,489,670	$	431,947,255	$	—

*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 security’s fair value following close of local trading. Such securities are included in Level 2 in the table above.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

International Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

Forward Foreign Currency Exchange Contracts

The Series may purchase or sell forward foreign currency exchange contracts in order to hedge a portfolio position or specific transaction. Risks may arise if the counterparties to a contract are unable to meet the terms of the contract or if the value of the foreign currency moves unfavorably.

All forward foreign currency exchange contracts are adjusted daily by the exchange rate of the underlying currency and, for financial statement purposes, any gain or loss is recorded as unrealized gain or loss until a contract has been closed. Realized and unrealized gain or loss arising from a transaction is included in net realized and unrealized gain (loss) on investments.

The Series may regularly trade forward foreign currency exchange contracts with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to changes in foreign currency exchange rates.

As of June 30, 2012, no investments in forward foreign currency exchange contracts were held by the Series.

Federal Taxes

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Deferred foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

Distributions of Income and Gains

International Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.75% of the Series’ average daily net assets.

Effective March 15, 2012, Class I shares were issued. The Class S shares of the 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 the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

In conjunction with the Agreement, effective December 31, 2011, the Advisor has contractually agreed, until at least April 30, 2013, 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, exclusive of each share class’s shareholder services fee, at no more than 0.85% of average daily net assets. Accordingly, the Advisor waived fees of $106,318 for the six months ended June 30, 2012, 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.

International Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $165,082,323 and $37,069,929, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and I shares of International Series were:


CLASS S	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
CLASS S	SHARES			AMOUNT			SHARES			AMOUNT
Sold		20,829,531		$	165,926,627			39,738,147		$	345,262,813
Reinvested		—			—			858,309			6,430,759
Repurchased		(19,838,478	)		(159,703,338	)		(8,992,251	)		(73,482,175	)

Total		991,053		$	6,223,289			31,604,205		$	278,211,397


CLASS I	FOR THE PERIOD 3/15/12 (COMMENCEMENT OF OPERATIONS) TO 6/30/12
CLASS I	SHARES			AMOUNT
Sold		8,591,473		$	84,593,996
Reinvested		—			—
Repurchased		(204,349	)		(1,918,839	)

Total		8,387,124		$	82,675,157

Approximately 40% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Foreign Securities

International Series

Notes to Financial Statements (continued)

(unaudited)

7.	Foreign Securities (continued)

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

Ordinary income $6,668,921


Cost for federal income tax purposes	$	630,718,733
Unrealized appreciation		60,029,382
Unrealized depreciation		(89,311,190	)

Net unrealized depreciation	$	(29,281,808	)

{This page intentionally left blank}

International Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNINT-6/12-SAR

LOGO

WORLD OPPORTUNITIES SERIES

www.manning-napier.com

World Opportunities Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,049.80	$5.61
Hypothetical (5% return before expenses)	$1,000.00	$1,019.39	$5.52

World Opportunities Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

World Opportunities Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 95.8%

Consumer Discretionary - 12.0%
Automobiles - 2.3%
Suzuki Motor Corp. (Japan)¹		3,120,100	$	64,064,644
Toyota Motor Corp. (Japan)¹		1,959,400		79,085,737


				143,150,381

Diversified Consumer Services - 1.0%
Anhanguera Educacional Participacoes S.A. (Brazil)		4,725,250		59,944,919

Hotels, Restaurants & Leisure - 1.8%
Accor S.A. (France)¹		3,563,690		111,676,768

Internet & Catalog Retail - 0.2%
Ocado Group plc (United Kingdom)*¹		11,196,880		13,660,487

Media - 4.2%
British Sky Broadcasting Group plc (United Kingdom)¹		6,568,780		71,611,967
Societe Television Francaise 1 (France)^1,2		10,709,300		85,512,744
Virgin Media, Inc. - ADR (United Kingdom)		4,392,860		107,141,855


				264,266,566

Multiline Retail - 1.3%
Marks & Spencer Group plc (United Kingdom)¹		16,410,900		83,689,489

Textiles, Apparel & Luxury Goods - 1.2%
Adidas AG (Germany)¹		1,003,550		71,932,549


Total Consumer Discretionary				748,321,159

Consumer Staples - 21.6%
Beverages - 4.0%
Anheuser-Busch InBev N.V. (Belgium)¹		1,705,500		134,464,042
Carlsberg A/S - Class B (Denmark)¹		638,350		50,386,737
SABMiller plc (United Kingdom)¹		1,605,600		64,418,505


				249,269,284

Food & Staples Retailing - 6.7%
Carrefour S.A. (France)¹		6,126,580		113,129,990
Distribuidora Internacional de Alimentacion S.A. (Spain)*¹		4,013,930		18,872,496
Koninklijke Ahold N.V. (Netherlands)¹		9,126,870		113,057,560
Tesco plc (United Kingdom)¹		35,520,950		172,625,088


				417,685,134

Food Products - 7.7%
Danone S.A. (France)¹		2,587,670		160,815,271
Nestle S.A. (Switzerland)¹		2,873,420		171,479,587
Unilever plc - ADR (United Kingdom)		4,367,970		147,331,628


				479,626,486

Household Products - 0.8%
Reckitt Benckiser Group plc (United Kingdom)¹		943,630		49,877,294

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

World Opportunities Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Personal Products - 2.4%
Beiersdorf AG (Germany)¹		1,130,180	$	73,266,955
Natura Cosmeticos S.A. (Brazil)		3,293,700		75,926,467


				149,193,422


Total Consumer Staples				1,345,651,620

Energy - 12.8%
Energy Equipment & Services - 5.6%
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*¹		3,422,776		88,529,360
Petroleum Geo-Services ASA (Norway)¹		2,414,580		29,511,189
Schlumberger Ltd. (United States)		2,539,640		164,848,032
Trican Well Service Ltd. (Canada)		5,492,310		63,387,332


				346,275,913

Oil, Gas & Consumable Fuels - 7.2%
Cameco Corp. (Canada)		6,450,070		141,579,037
Encana Corp. (Canada)		3,163,560		65,896,955
Petroleo Brasileiro S.A. - ADR (Brazil)		4,753,220		86,223,411
Talisman Energy, Inc. (Canada)		13,761,220		157,738,373


				451,437,776


Total Energy				797,713,689

Financials - 5.6%
Commercial Banks - 1.8%
HSBC Holdings plc (United Kingdom)¹		12,696,610		111,880,165

Diversified Financial Services - 1.1%
Deutsche Boerse AG (Germany)¹		1,272,670		68,662,031

Insurance - 1.8%
Admiral Group plc (United Kingdom)¹		3,879,040		72,360,287
Mapfre S.A. (Spain)¹		18,825,949		38,298,727


				110,659,014

Real Estate Investment Trusts (REITS) - 0.9%
Land Securities Group plc (United Kingdom)¹		4,864,580		56,360,645


Total Financials				347,561,855


Health Care - 10.6%
Health Care Equipment & Supplies - 2.1%
BioMerieux (France)¹		164,844		13,574,785
Mindray Medical International Ltd. - ADR (China)		2,811,990		85,175,177
Straumann Holding AG (Switzerland)¹		210,450		30,953,091


				129,703,053

Health Care Providers & Services - 3.6%
Life Healthcare Group Holdings Ltd. (South Africa)¹		11,016,850		42,015,380

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

World Opportunities Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Sonic Healthcare Ltd. (Australia)¹		13,993,267	$	183,018,891


				225,034,271

Life Sciences Tools & Services - 3.7%
Lonza Group AG (Switzerland)^1,2		3,365,341		140,015,517
QIAGEN N.V. (Netherlands)*¹		3,950,010		66,141,323
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		1,830,198		25,842,396


				231,999,236

Pharmaceuticals - 1.2%
Dr. Reddy’s Laboratories Ltd. - ADR (India)		630,920		18,725,706
Santen Pharmaceutical Co. Ltd. (Japan)¹		1,365,800		56,127,142


				74,852,848


Total Health Care				661,589,408


Industrials - 14.0%
Aerospace & Defense - 1.0%
European Aeronautic Defence and Space Co. N.V. (Netherlands)¹		1,823,150		64,705,061

Air Freight & Logistics - 0.5%
PostNL N.V. (Netherlands)¹		7,232,403		29,880,313
TNT Express N.V. (Netherlands)¹		1,274		14,945


				29,895,258

Airlines - 3.4%
Ryanair Holdings plc - ADR (Ireland)*		6,877,110		209,064,144

Commercial Services & Supplies - 0.9%
Edenred (France)¹		1,903,969		53,976,384

Electrical Equipment - 1.5%
Nexans S.A. (France)¹		1,124,050		43,601,449
Prysmian S.p.A. (Italy)¹		3,233,870		48,236,564


				91,838,013

Industrial Conglomerates - 1.8%
Siemens AG (Germany)¹		1,340,070		112,602,514

Machinery - 0.8%
Westport Innovations, Inc. - ADR (Canada)*		1,393,190		51,199,733

Marine - 1.7%
D/S Norden A/S (Denmark)¹		393,050		10,432,380
Diana Shipping, Inc. - ADR (Greece)*		2,209,670		17,191,233
Mitsui OSK Lines Ltd. (Japan)¹		8,932,000		32,198,645
Nippon Yusen Kabushiki Kaisha (Japan)¹		12,259,000		32,423,152
Pacific Basin Shipping Ltd. (Bermuda)^1,3		34,197,086		14,710,599


				106,956,009

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

World Opportunities Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Professional Services - 1.6%
Adecco S.A. (Switzerland)¹		1,212,240	$	53,908,078
Randstad Holding N.V. (Netherlands)¹		1,665,340		49,105,827


				103,013,905

Road & Rail - 0.2%
All America Latina Logistica S.A. (Brazil)		3,610,890		15,245,381

Transportation Infrastructure - 0.6%
Groupe Eurotunnel S.A. (France)¹		4,376,060		35,569,975


Total Industrials				874,066,377

Information Technology - 8.9%
Communications Equipment - 0.9%
Alcatel-Lucent - ADR (France)*		34,560,340		56,333,354

Internet Software & Services - 1.5%
Tencent Holdings Ltd. (China)¹		3,179,000		93,879,956

IT Services - 4.9%
Amadeus IT Holding S.A. - Class A (Spain)¹		3,017,690		63,933,589
Amdocs Ltd. - ADR (Guernsey)*		5,707,690		169,632,547
Cap Gemini S.A. (France)¹		2,004,980		73,794,872


				307,361,008

Semiconductors & Semiconductor Equipment - 1.6%
Sumco Corp. (Japan)*¹		4,238,900		38,559,724
Tokyo Electron Ltd. (Japan)¹		1,273,100		59,701,904


				98,261,628


Total Information Technology				555,835,946

Materials - 8.2%
Chemicals - 4.6%
Chr. Hansen Holding A/S (Denmark)¹		221,984		5,719,466
Johnson Matthey plc (United Kingdom)¹		2,837,760		98,412,768
Shin-Etsu Chemical Co. Ltd. (Japan)¹		666,800		36,719,344
Syngenta AG (Switzerland)¹		436,700		149,493,411


				290,344,989

Construction Materials - 2.1%
CRH plc (Ireland)¹		3,247,160		62,647,550
Holcim Ltd. (Switzerland)¹		1,189,900		65,926,990


				128,574,540

Metals & Mining - 1.5%
Alumina Ltd. (Australia)¹		44,408,320		36,423,801
Norsk Hydro ASA (Norway)¹		6,145,690		27,715,094

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

World Opportunities Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Metals & Mining (continued)
Umicore S.A. (Belgium)¹		679,010	$	31,394,162


				95,533,057


Total Materials				514,452,586

Telecommunication Services - 2.1%
Diversified Telecommunication Services - 2.1%
Telenor ASA (Norway)¹		7,824,920		130,819,337

TOTAL COMMON STOCKS (Identified Cost $6,693,781,183)				5,976,011,977


SHORT-TERM INVESTMENTS - 3.5%

Dreyfus Cash Management, Inc. - Institutional Shares, 0.09%,⁴ (Identified Cost $219,112,837)		219,112,837		219,112,837


TOTAL INVESTMENTS - 99.3% (Identified Cost $6,912,894,020)				6,195,124,814
OTHER ASSETS, LESS LIABILITIES - 0.7%				42,584,469


NET ASSETS - 100%			$	6,237,709,283

ADR - American Depository Receipt

*Non-income producing security

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

²Affiliated company as defined by the Investment Company Act of 1940.

³Traded on Hong Kong exchange.

⁴Rate shown is the current yield as of June 30, 2012.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 16.8%; France - 13.4%.

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

World Opportunities Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $6,912,894,020) (Note 2)	$	6,195,124,814
Foreign currency (identified cost $305,120)		312,449
Receivable for fund shares sold		26,045,633
Receivable for securities sold		6,025,187
Foreign tax reclaims receivable		14,320,791
Dividends receivable		11,830,393


TOTAL ASSETS		6,253,659,267


LIABILITIES:

Cash overdraft		1,596,308
Accrued management fees (Note 3)		4,904,189
Accrued transfer agent fees (Note 3)		676,972
Accrued fund accounting and administration fees (Note 3)		214,968
Accrued directors’ fees (Note 3)		34,672
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for fund shares repurchased		7,277,567
Payable for securities purchased		449,353
Other payables and accrued expenses		795,804


TOTAL LIABILITIES		15,949,984


TOTAL NET ASSETS	$	6,237,709,283


NET ASSETS CONSIST OF:

Capital stock	$	8,965,562
Additional paid-in-capital		7,205,982,159
Undistributed net investment income		81,939,952
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(341,127,248	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(718,051,142	)


TOTAL NET ASSETS	$	6,237,709,283


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($6,237,709,283/896,556,181 shares)	$	6.96

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

World Opportunities Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $13,952,757)	$	114,181,029


EXPENSES:

Management fees (Note 3)		31,995,169
Transfer agent fees (Note 3)		1,101,655
Fund accounting and administration fees (Note 3)		431,130
Directors’ fees (Note 3)		88,424
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		783,200
Miscellaneous		638,937


Total Expenses		35,039,759


NET INVESTMENT INCOME		79,141,270


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

Net realized gain (loss) on- Investments		(206,614,104	)
Foreign currency and translation of other assets and liabilities		(3,473,309	)


		(210,087,413	)


Net change in unrealized appreciation (depreciation) on-
Investments		432,505,962
Foreign currency and translation of other assets and liabilities		(262,971	)


		432,242,991


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		222,155,578


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	301,296,848

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

World Opportunities Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	79,141,270		$	210,541,375
Net realized gain (loss) on investments and foreign currency		(210,087,413	)		166,635,236
Net change in unrealized appreciation (depreciation) on investments and foreign currency		432,242,991			(1,794,613,741	)


Net increase (decrease) from operations		301,296,848			(1,417,437,130	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income		—			(211,565,406	)
From net realized gain on investments		—			(300,648,970	)


Total distributions to shareholders		—			(512,214,376	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(30,616,416	)		1,441,254,223


Net increase (decrease) in net assets		270,680,432			(488,397,283	)

NET ASSETS:

Beginning of period		5,967,028,851			6,455,426,134


End of period (including undistributed net investment income of $81,939,952 and $2,798,682,respectively)	$	6,237,709,283		$	5,967,028,851

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

World Opportunities Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	6.63		$	8.61		$	8.12		$	5.88		$	10.07		$	9.58

Income (loss) from investment operations:
Net investment income		0.09	¹		0.24	^1,2		0.07	¹		0.04	¹		0.10			0.05
Net realized and unrealized gain (loss) on investments		0.24			(1.64	)		0.67			2.26			(4.08	)		1.36


Total from investment operations		0.33			(1.40	)		0.74			2.30			(3.98	)		1.41


Less distributions to shareholders:
From net investment income		—			(0.24	)		(0.07	)		(0.06	)		(0.03	)		(0.05	)
From net realized gain on investments		—			(0.34	)		(0.18	)		—			(0.18	)		(0.87	)


Total distributions to shareholders		—			(0.58	)		(0.25	)		(0.06	)		(0.21	)		(0.92	)


Net asset value - End of period	$	6.96		$	6.63		$	8.61		$	8.12		$	5.88		$	10.07


Net assets - End of period (000’s omitted)	$	6,237,709		$	5,967,029		$	6,455,426		$	4,917,459		$	1,340,057		$	841,864


Total return³		4.98	%		(16.14	%)		9.23	%		39.12	%		(40.07	%)		15.13	%
Ratios (to average net assets)/
Supplemental Data:
Expenses *		1.10	%⁴		1.09	%		1.11	%		1.17	%		1.16	%		1.14	%
Net investment income		2.47	%⁴		2.84	%²		0.92	%		0.60	%		2.17	%		0.75	%
Portfolio turnover		26	%		52	%		39	%		42	%		34	%		49	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

²Includes a special dividend paid by one of the Series’ securities during the year. Without the special dividend, the Series’ net investment income per share, total return and net investment income ratio would have been $0.11, (17.71%) and 1.30%, respectively.

⁴Annualized.

⁵Less than 0.01%.

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

World Opportunities Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies located around the world.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 2.5 billion have been designated as World Opportunities Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	748,321,159	$	167,086,774	$	581,234,385	$	—
Consumer Staples		1,345,651,620		223,258,095		1,122,393,525		—
Energy		797,713,689		679,673,140		118,040,549		—
Financials		347,561,855		—		347,561,855		—
Health Care		661,589,408		129,743,279		531,846,129		—
Industrials		874,066,377		292,700,491		581,365,886		—
Information Technology		555,835,946		225,965,901		329,870,045		—
Materials		514,452,586		—		514,452,586		—
Telecommunication Services		130,819,337		—		130,819,337		—
Mutual funds		219,112,837		219,112,837		—		—

Total assets	$	6,195,124,814	$	1,937,540,517	$	4,257,584,297	$	—

*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 December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation

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

Affiliated Companies

The 1940 Act defines “affiliated companies” to include securities in which a series owns 5% or more of the outstanding voting securities of the issuer. The following transactions were effected in securities of affiliated companies for the six months ended June 30, 2012:


NAME OF ISSUER	VALUE AT 12/31/11		PURCHASE COST	SALES PROCEEDS		VALUE AT 6/30/12		SHARES HELD AT 6/30/12		DIVIDEND INCOME 1/1/12 THROUGH 6/30/12		NET REALIZED GAIN (LOSS) 1/1/12 THROUGH 6/30/12
Lonza Group AG
(Switzerland)*	$	246,370,022	$ —	$	39,768,198	$	140,015,517		3,365,341	$	8,629,007	$	(41,154,666	)
Mindray Medical
International Ltd. - ADR
(China)**	$	131,720,116	$ —	$	67,437,568	$	85,175,177		2,811,990	$	1,124,796	$	5,070,571
Societe Television
Francaise 1 (France)***	$	104,173,664	$ —	$	—	$	85,512,744		10,709,300	$	7,792,291	$	—

* Security was an affiliated company for the period January 28, 2011 - June 30, 2012.

** Security was an affiliated company for the period June 27, 2011 - January 18, 2012.

*** Security was an affiliated company for the period September 9, 2011 - June 30, 2012.

Federal Taxes

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,576,196,916 and $1,640,055,502, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of World Opportunities Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		138,669,948		$	989,813,587			429,725,249		$	3,613,514,759
Reinvested		—			—			63,389,852			412,740,391
Repurchased		(142,444,977	)		(1,020,430,003	)		(342,840,413	)		(2,585,000,927	)

Total		(3,775,029	)	$	(30,616,416	)		150,274,688		$	1,441,254,223

Approximately 2% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. In addition, one shareholder owned 115,682,570 shares (12.90% of shares outstanding) valued at $805,150,668. Investment activities of this shareholder may have a material effect on the Series.

6.	Line of Credit

The Series entered into a $50 million credit facility (the “line of credit”) with Bank of New York Mellon on June 9, 2011. The Series may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Series pays an annual commitment fee on the unused portion of the line of credit which amounted to $24,863 for the period January 1, 2012 to June 30, 2012, which is included in miscellaneous expenses in the Statement of Operations. Interest on the used portion is charged to the Series based on rates determined pursuant to the terms of the agreement at the time of borrowing. During the period June 9, 2011 to June 30, 2012, the Series did not borrow under the line of credit.

7.	Financial Instruments

8.	Foreign Securities

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

9.	Federal Income Tax Information


Ordinary income	$	239,945,364
Long-term capital gains		272,269,012

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2011, the Series did not have pre or post-enactment net capital loss carryfowards.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:


Cost for federal income tax purposes	$	6,945,838,735
Unrealized appreciation		280,861,643
Unrealized depreciation		(1,031,575,564	)

Net unrealized depreciation	$	(750,713,921	)

{This page intentionally left blank}

World Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNWOP-06/12-SAR

LOGO

OHIO TAX EXEMPT SERIES

www.manning-napier.com

Ohio Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,016.80	$3.91
Hypothetical (5% return before expenses)	$1,000.00	$1,020.98	$3.92

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.78%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

Ohio Tax Exempt Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES - 96.0%

Akron, Recreational Facilities Impt., G.O. Bond		6.500%		11/1/2015		Aa3	$	300,000	$	359,259
Akron, Various Purposes Impt., G.O. Bond		4.250%		12/1/2028		AA²		200,000		208,248
Akron, Various Purposes Impt., Series B, G.O. Bond		5.000%		12/1/2031		AA²		300,000		327,747
Allen East Local School District, Prerefunded Balance, G.O. Bond, AMBAC		4.300%		12/1/2017		WR³		285,000		311,693
Batavia Local School District, G.O. Bond, NATL		5.625%		12/1/2022		A1		200,000		235,682
Bedford Heights, Series A, G.O. Bond, AMBAC		5.650%		12/1/2014		Aa3		15,000		15,965
Brunswick, Limited Tax, Capital Impt., G.O. Bond		4.000%		12/1/2025		Aa2		100,000		108,626
Butler County, Water & Sewer, G.O. Bond		2.500%		12/1/2014		Aa1		100,000		104,515
Canal Winchester Local School District, G.O. Bond, AGM		4.250%		12/1/2027		Aa3		500,000		522,125
Canal Winchester Local School District, Prerefunded Balance, Series B, G.O. Bond, NATL		5.000%		12/1/2025		A1		1,355,000		1,529,768
Cincinnati City School District, Construction & Impt., G.O. Bond, FGRNA		5.250%		12/1/2025		Aa2		600,000		762,894
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		6/1/2016		Aa2		200,000		204,236
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2020		Aa2		315,000		336,007
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2024		Aa2		500,000		533,345
Cincinnati City School District, Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2031		Aa2		1,170,000		1,248,027
Cincinnati Water System, Series A, Revenue Bond		4.250%		12/1/2019		Aaa		200,000		236,812
Cincinnati Water Systems, Series A, Revenue Bond		5.000%		12/1/2014		Aaa		200,000		221,698
Cincinnati Water Systems, Water Utility Impt., Series A, Revenue Bond		5.000%		12/1/2037		Aaa		400,000		454,324
Cincinnati, Series B, G.O. Bond		1.500%		12/1/2014		Aa1		360,000		368,050
Cincinnati, Various Purposes Impt., Series A, G.O. Bond		2.000%		12/1/2014		Aa1		250,000		258,593
Cincinnati, Various Purposes Impt., Series B, G.O. Bond		4.250%		12/1/2026		Aa1		170,000		186,656
Cleveland Department of Public Utilities Division of Water, Series W, Revenue Bond		4.000%		1/1/2014		Aa1		500,000		526,915
Columbus City School District, Facilities Construction & Impt., G.O. Bond		4.500%		12/1/2029		Aa2		500,000		540,705
Columbus City School District, Facilities Construction & Impt., G.O. Bond, AGM		4.250%		12/1/2032		Aa2		500,000		514,400
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2026		Aa2		250,000		278,490
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2029		Aa2		1,000,000		1,113,960
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2032		Aa2		300,000		332,385
Columbus, Limited Tax, Prerefunded Balance, Series 2, G.O. Bond		5.000%		7/1/2017		Aaa		250,000		273,160

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Columbus, Public Impt., Prerefunded Balance, Series 2, G.O. Bond		5.000%		7/1/2019		Aaa	$	895,000	$	977,913
Columbus, Public Impt., Series A, G.O. Bond		4.000%		6/1/2013		Aaa		500,000		517,410
Columbus, Public Impt., Series D, G.O. Bond		5.000%		12/15/2013		Aaa		100,000		106,885
Columbus, Series A, G.O. Bond		5.000%		6/15/2013		Aaa		200,000		209,176
Columbus, Various Purposes Impt., Series B, G.O. Bond		5.000%		9/1/2014		Aaa		400,000		439,872
Cuyahoga County, Limited Tax, Various Purposes Impt., Series A, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		464,780
Delaware County, Public Impt., Series A, G.O. Bond		4.000%		12/1/2015		Aa1		250,000		279,300
Delaware County, Series B, G.O. Bond		4.000%		12/1/2015		Aa1		200,000		223,440
Dublin City School District, Prerefunded Balance, G.O. Bond		5.375%		12/1/2017		Aaa		100,000		102,183
Eaton Community City School District, G.O. Bond, FGRNA		4.125%		12/1/2026		Aa2		500,000		518,440
Fairfield City School District, G.O. Bond		5.000%		12/1/2020		Aa2		200,000		244,764
Fairview Park City School District, G.O. Bond, NATL		5.000%		12/1/2029		Aa2		315,000		340,096
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2027		Aaa		500,000		571,730
Gahanna, Public Impt., G.O. Bond, NATL		4.250%		12/1/2014		Aa1		100,000		108,817
Green, G.O. Bond		2.000%		12/1/2014		AA²		285,000		294,308
Greene County Water System, Revenue Bond		3.500%		12/1/2026		Aa2		300,000		306,600
Greene County, Limited Tax, G.O. Bond		4.500%		12/1/2035		Aa2		415,000		446,602
Hamilton County, Series A, Revenue Bond, NATL		5.250%		12/1/2012		Aa2		500,000		510,720
Hamilton County, Sewer Impt., Series A, Revenue Bond		3.750%		12/1/2015		Aa2		200,000		221,100
Hamilton County, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2032		Aa2		100,000		110,602
Hamilton Waterworks System, Series A, Revenue Bond, AGC		4.625%		10/15/2029		Aa3		100,000		107,716
Hamilton, Series A, Revenue Bond, AGC		4.125%		10/15/2023		Aa3		120,000		131,375
Hancock County, Various Purposes Impt., G.O. Bond, NATL		4.000%		12/1/2016		Aa2		200,000		221,568
Harrison, Various Purposes Impt., G.O. Bond, AGM		5.250%		12/1/2038		Aa3		275,000		314,908
Huber Heights City School District, School Impt., G.O. Bond		5.000%		12/1/2036		Aa2		450,000		494,082
Ironton City School District, G.O. Bond, NATL		4.250%		12/1/2028		Baa2		500,000		507,030
Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2015		Aa2		225,000		250,929
Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2019		Aa2		705,000		786,244
Lakewood, Water System, Revenue Bond, AMBAC		4.500%		7/1/2028		WR³		500,000		513,265
Licking Heights Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.250%		12/1/2023		Aa2		1,140,000		1,246,761
Lima, Revenue Bond, AGM		4.300%		12/1/2029		Aa3		200,000		219,986
Lorain County, Sewer System Impt., G.O. Bond		5.000%		12/1/2039		Aa2		200,000		223,472

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Loveland City School District, G.O. Bond, AGM		5.000%		12/1/2015		Aa2	$	300,000	$	342,897
Lucas County, G.O. Bond		3.000%		12/1/2012		Aa2		200,000		202,214
Lucas County, Sewer & Water District Impt., G.O. Bond		4.100%		12/1/2027		AA²		100,000		109,710
Mahoning County, Various Purposes Impt., Series B, G.O. Bond, AGC		4.375%		12/1/2035		Aa3		300,000		321,894
Marion, Limited Tax, Various Purposes Impt., Series A, G.O. Bond, AGM		4.300%		12/1/2030		Aa3		100,000		110,236
Marysville, Sewer & Wastewater, Revenue Bond, AGC, XLCA		4.750%		12/1/2046		Aa3		180,000		182,848
Marysville, Various Purposes Impt., G.O. Bond		2.000%		12/1/2013		Aa3		155,000		157,942
Mason, Limited Tax, Various Purposes Impt., G.O. Bond		4.250%		12/1/2027		Aaa		925,000		989,417
Massillon City School District, Various Purposes Impt., Prerefunded Balance, G.O. Bond, NATL		4.000%		12/1/2014		Baa2		100,000		101,603
Maumee City School District, G.O. Bond, AGM		4.600%		12/1/2031		Aa3		260,000		264,573
Mentor City, Public Impt., G.O. Bond		2.000%		12/1/2014		Aa1		200,000		206,024
Miami County, Various Purposes Impt., G.O. Bond		2.000%		12/1/2013		Aa2		300,000		305,307
Miamisburg City School District, G.O. Bond		5.000%		12/1/2033		Aa2		250,000		271,545
Middletown, Public Impt., G.O. Bond, AGM		5.000%		12/1/2021		Aa2		230,000		271,308
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500%		12/1/2018		Aa2		100,000		117,758
Montgomery County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2012		Aa1		200,000		204,050
Mount Healthy City School District, G.O. Bond, AGM.		5.000%		12/1/2031		Aa3		200,000		216,248
Muskingum County, Limited Tax, Various Purposes Impt., G.O. Bond, AGC		4.300%		12/1/2028		Aa3		145,000		159,177
North Royalton, Various Purposes Impt., G.O. Bond		5.250%		12/1/2028		Aa2		1,025,000		1,157,502
Ohio State Water Development Authority, Fresh Water, Prerefunded Balance, Revenue Bond		5.250%		12/1/2017		AAA²		270,000		295,010
Ohio State Water Development Authority, Pollution Control, Revenue Bond		5.250%		12/1/2015		Aaa		200,000		231,610
Ohio State Water Development Authority, Pure Water, Series I, Revenue Bond, AMBAC		6.000%		12/1/2016		Aaa		25,000		27,849
Ohio State Water Development Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		12/1/2023		AAA²		575,000		650,239
Ohio State Water Development Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond, NATL		5.000%		12/1/2030		Aa1		180,000		192,004
Ohio State, Conservation Project, Series A, G.O. Bond		5.000%		9/1/2013		Aa1		350,000		369,362
Ohio State, Public Impt., Series A, G.O. Bond		5.000%		2/1/2014		Aa1		250,000		268,117
Ohio State, School Impt., Prerefunded Balance, Series A, G.O. Bond		5.000%		6/15/2015		Aa1		300,000		327,189
Ohio State, Series A, G.O. Bond		5.000%		9/15/2021		Aa1		500,000		621,130

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Olentangy Local School District, Series A, G.O. Bond, AGM		4.500%		12/1/2032		Aa1	$	800,000	$	842,552
Otsego Local School District, Prerefunded Balance, G.O. Bond, AGM		4.300%		12/1/2016		Aa3		100,000		109,366
Pickerington Local School District, G.O. Bond, NATL .		4.250%		12/1/2034		Aa2		230,000		234,683
Portsmouth City School District, Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2023		Aa2		440,000		448,910
Princeton City School District, Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2030		AA²		200,000		213,338
South Range Local School District, G.O. Bond, XLCA		4.500%		12/1/2035		A²		225,000		234,439
Springboro, Limited Tax, Public Impt., G.O. Bond		3.250%		12/1/2014		Aa2		100,000		106,415
Springboro, Limited Tax, Public Impt., G.O. Bond		5.000%		12/1/2019		Aa2		100,000		119,942
Summit County, Various Purposes Impt., Series R, G.O. Bond, FGRNA		5.500%		12/1/2019		Aa1		100,000		125,455
Sylvania City School District, G.O. Bond, AGC		5.000%		12/1/2025		Aa2		270,000		294,430
Sylvania, Public Impt., G.O. Bond		2.000%		12/1/2014		AA²		300,000		309,474
Symmes Township, Limited Tax, Parkland Acquisition & Impt., G.O. Bond		5.250%		12/1/2037		Aa1		100,000		116,068
Talawanda School District, Prerefunded Balance, G.O. Bond, AMBAC		5.000%		12/1/2021		Aa2		200,000		217,894
Tallmadge, G.O. Bond		4.250%		12/1/2030		Aa2		180,000		197,487
Twinsburg City School District, G.O. Bond, FGRNA		5.000%		12/1/2018		Aa2		100,000		109,814
Twinsburg, Series A, G.O. Bond		2.000%		12/1/2012		Aa2		155,000		156,170
Vandalia, G.O. Bond, AMBAC		5.000%		12/1/2015		Aa2		235,000		257,706
Wadsworth City School District, G.O. Bond, AGC		5.000%		12/1/2037		AA²		180,000		196,007
West Chester Township, Public Impt., G.O. Bond, NATL		4.000%		12/1/2013		Aaa		100,000		105,232
Wood County, G.O. Bond		5.400%		12/1/2013		Aa2		10,000		10,036


TOTAL MUNICIPAL BONDS
(Identified Cost $35,916,619)										37,206,540


SHORT-TERM INVESTMENTS - 3.6%

Dreyfus AMT - Free Municipal Reserves - Class R
(Identified Cost $1,380,485)								1,380,485		1,380,485

TOTAL INVESTMENTS - 99.6%
(Identified Cost $37,297,104)										38,587,025
OTHER ASSETS, LESS LIABILITIES - 0.4%										169,407

NET ASSETS - 100%									$	38,756,432

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: AGM - 24.2%; NATL -15.0%.

Ohio Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $37,297,104) (Note 2)	$	38,587,025
Interest receivable		190,195
Receivable for fund shares sold		36,523


TOTAL ASSETS		38,813,743


LIABILITIES:

Accrued management fees (Note 3)		15,867
Accrued fund accounting and administration fees (Note 3)		13,839
Accrued transfer agent fees (Note 3)		702
Accrued directors’ fees (Note 3)		304
Accrued Chief Compliance Officer service fees (Note 3)		152
Audit fees payable		18,837
Printing fees payable		4,129
Other payables and accrued expenses		3,481


TOTAL LIABILITIES		57,311


TOTAL NET ASSETS	$	38,756,432


NET ASSETS CONSIST OF:

Capital stock	$	35,638
Additional paid-in-capital		37,354,384
Undistributed net investment income		77,723
Accumulated net realized loss on investments		(1,234	)
Net unrealized appreciation on investments		1,289,921


TOTAL NET ASSETS	$	38,756,432


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($38,756,432/3,563,769 shares)	$	10.88
	$	10.88

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

Ohio Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	419,760


EXPENSES:

Management fees (Note 3)		96,119
Fund accounting and administration fees (Note 3)		26,258
Transfer agent fees (Note 3)		1,354
Chief Compliance Officer service fees (Note 3)		1,244
Directors’ fees (Note 3)		468
Audit fees		14,499
Custodian fees		1,346
Miscellaneous		7,840


Total Expenses		149,128


NET INVESTMENT INCOME		270,632


UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net change in unrealized appreciation (depreciation) on investments		339,137


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	609,769

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

Ohio Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	270,632		$	910,494
Net realized gain on investments		—			557,776
Net change in unrealized appreciation on investments		339,137			1,718,313


Net increase from operations		609,769			3,186,583


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(250,619	)		(885,902	)
From net realized gain on investments		—			(562,422	)


Total distributions to shareholders		(250,619	)		(1,448,324	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		721,355			1,567,913


Net increase in net assets		1,080,505			3,306,172

NET ASSETS:

Beginning of period		37,675,927			34,369,755


End of period (including undistributed net investment income of $77,723 and $57,710, respectively)	$	38,756,432		$	37,675,927

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

Ohio Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.77		$	10.30		$	10.62		$	9.82		$	10.43		$	10.46

Income (loss) from investment operations:
Net investment income		0.08	¹		0.26	¹		0.35	¹		0.36	¹		0.38			0.34
Net realized and unrealized gain (loss) on investments		0.10			0.62			(0.33	)		0.91			(0.57	)		—	²


Total from investment operations		0.18			0.88			0.02			1.27			(0.19	)		0.34


Less distributions to shareholders:
From net investment income		(0.07	)		(0.25	)		(0.34	)		(0.37	)		(0.36	)		(0.37	)
From net realized gain on investments		—			(0.16	)		—			(0.10	)		(0.06	)		—


Total distributions to shareholders		(0.07	)		(0.41	)		(0.34	)		(0.47	)		(0.42	)		(0.37	)


Net asset value - End of period	$	10.88		$	10.77		$	10.30		$	10.62		$	9.82		$	10.43


Net assets - End of period (000’s omitted)	$	38,756		$	37,676		$	34,370		$	24,875		$	20,844		$	26,432


Total return³		1.68	%		8.65	%		0.14	%		13.09	%		(1.74	%)		3.28	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.78	%⁴		0.80	%		0.85	%		0.85	%		0.85	%		0.85	%
Net investment income		1.41	%⁴		2.41	%		3.25	%		3.39	%		3.58	%		3.47	%
Portfolio turnover		1	%		60	%		0	%⁵		11	%		15	%		3	%

^*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.00	%⁶		0.03	%		0.01	%		0.00	%⁶

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

⁴Annualized.

⁵Less than 1%.

⁶Less than 0.01%.

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

Ohio Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax and Ohio State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Ohio Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

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

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	37,206,540	$	—	$	37,206,540	$	—
Mutual funds		1,380,485		1,380,485		—		—

Total assets	$	38,587,025	$	1,380,485	$	37,206,540	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2008 through December 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.

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.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications

Other

3.	Transactions with Affiliates

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

The Advisor has contractually agreed, until at least April 30, 2013, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,441,477 and $225,000, respectively. There were no purchases or sales of U.S. Government securities.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Ohio Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		184,305		$	2,008,863			518,985		$	5,420,978
Reinvested		22,227			240,835			131,225			1,404,385
Repurchased		(140,833	)		(1,528,343	)		(487,962	)		(5,257,450	)

Total		65,699		$	721,355			162,248		$	1,567,913

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

6.	Financial Instruments

7.	Concentration of Credit

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

8.	Federal Income Tax Information

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	37,297,104
Unrealized appreciation		1,298,450
Unrealized depreciation		(8,529	)

Net unrealized appreciation	$	1,289,921

{This page intentionally left blank}

Ohio Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

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

MNOTE-06/12-SAR

LOGO

DIVERSIFIED TAX EXEMPT SERIES

www.manning-napier.com

Diversified Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,016.90	$2.86
Hypothetical (5% return before expenses)	$1,000.00	$1,022.03	$2.87

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.57%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Diversified Tax Exempt Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Credit Quality Ratings^2,3		Top Ten States⁴
Aaa	35.0%	Texas	6.3%
Aa	49.0%	Massachusetts	5.8%
A	7.5%	North Carolina	5.6%
Baa	3.1%	Tennessee	4.9%
Unrated investments	0.5%	Utah	4.9%
Cash, short-term investments, and other assets,		Maryland	4.8%
less liabilities	4.9%	Georgia	4.6%
		Virginia	4.6%
		Florida	4.4%
		Indiana	3.9%
²As a percentage of net assets.
³Based on ratings from Moody’s, or the S&P equivalent. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series’ investment policies.		⁴As a percentage of total investments.

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS - 95.1%

ALABAMA - 0.2%

Fort Payne Waterworks Board, Revenue Bond, AMBAC		3.500%		7/1/2015		WR²	$	665,000	$	680,474


ALASKA - 0.2%

Alaska Municipal Bond Bank Authority, Series 2, Revenue Bond		5.000%		9/1/2022		Aa2		500,000		614,510


ARIZONA - 1.3%

Mesa, G.O. Bond, FGRNA		4.125%		7/1/2027		Aa2		2,215,000		2,308,539
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000%		1/1/2035		Aa1		1,700,000		1,857,335

										4,165,874


ARKANSAS - 1.4%

Arkansas State, G.O. Bond		4.000%		8/1/2014		Aa1		2,340,000		2,514,143
Arkansas State, Water Utility Impt., Series A, G.O. Bond		4.500%		7/1/2044		Aa1		1,000,000		1,087,490
Bentonville School District No. 6, Series A, G.O. Bond		4.500%		6/1/2040		Aa2		1,000,000		1,060,150

										4,661,783


CALIFORNIA - 0.7%

Los Angeles Unified School District, Series B, G.O. Bond, AMBAC		4.500%		7/1/2027		Aa2		840,000		905,780
Oak Valley Hospital District, G.O. Bond, FGRNA		4.500%		7/1/2025		A1		1,395,000		1,415,953

										2,321,733


COLORADO - 1.5%

Colorado Water Resources & Power Development Authority, Water Resource, Series D, Revenue Bond, AGM		4.375%		8/1/2035		Aa2		1,420,000		1,447,690
Commerce City, Certificate of Participation, AMBAC		4.750%		12/15/2032		A³		1,000,000		1,034,890
Denver Wastewater Management Division Department of Public Works, Revenue Bond		4.000%		11/1/2020		Aa2		1,500,000		1,766,505
Southlands Metropolitan District No. 1, Water Utility Impt., Prerefunded Balance, G.O. Bond		7.125%		12/1/2034		AA³		500,000		579,650

										4,828,735


CONNECTICUT - 0.4%

Bridgeport, Public Impt., Series A, G.O. Bond		5.000%		2/15/2024		A1		500,000		573,335

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

CONNECTICUT (continued)

New Haven, Public Impt., Series A, G.O. Bond, AGM.		5.000%		3/1/2027		Aa3	$	500,000	$	567,260

										1,140,595


DELAWARE - 2.6%

Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2013		Aaa		450,000		464,521
Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2014		Aaa		1,000,000		1,078,050
Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2015		Aaa		1,710,000		1,916,619
Delaware State, Public Impt., Series B, G.O. Bond		5.000%		2/1/2013		Aaa		2,720,000		2,796,922
New Castle County, Public Impt., Series A, G.O. Bond		5.000%		7/15/2020		Aaa		750,000		945,563
New Castle County, Public Impt., Series A, G.O. Bond		4.250%		7/15/2026		Aaa		1,265,000		1,328,541

										8,530,216


DISTRICT OF COLUMBIA - 1.4%

District of Columbia Water & Sewer Authority, Water Utility Impt., Revenue Bond, AGM		6.000%		10/1/2014		Aa2		1,500,000		1,683,525
District of Columbia, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AMBAC		5.000%		6/1/2017		Aa2		2,000,000		2,261,700
District of Columbia, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AMBAC		5.000%		6/1/2022		Aa2		500,000		521,910

										4,467,135


FLORIDA - 4.3%

Cape Coral, Water Utility Impt., Special Assessment, NATL		4.500%		7/1/2021		A2		1,815,000		1,944,591
Florida State Board of Education, Capital Outlay, Public Education, Series D, G.O. Bond		5.000%		6/1/2016		Aa1		2,000,000		2,275,000
Florida State Department of Transportation, Public Impt., Series A, G.O. Bond		4.000%		7/1/2015		Aa1		1,350,000		1,488,645
Florida State Department of Transportation, Public Impt., Series B, G.O. Bond		5.000%		7/1/2022		Aa1		1,000,000		1,229,910
Florida State Department of Transportation, Series B, G.O. Bond		6.375%		7/1/2014		Aa1		1,000,000		1,117,840
Fort Lauderdale, Water & Sewer, Revenue Bond		5.000%		9/1/2020		Aa1		1,545,000		1,907,225
Orlando Utilities Commission, Revenue Bond		5.250%		10/1/2014		Aa2		650,000		720,869
Palm Beach County, FPL Reclaimed Water Project, Revenue Bond		5.000%		10/1/2040		Aaa		1,020,000		1,119,287
Panama City Beach, Water Utility Impt., Revenue Bond, AGC		5.000%		6/1/2039		AA³		1,000,000		1,083,800
Tampa Bay Water Utility System, Revenue Bond		5.000%		10/1/2038		Aa2		1,000,000		1,088,250

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

FLORIDA (continued)

Winter Park, Water Utility Impt., Revenue Bond		5.000%		12/1/2034		Aa2	$	250,000	$	274,320

										14,249,737


GEORGIA - 4.6%

Atlanta, Water & Wastewater, Revenue Bond, AGM		5.000%		11/1/2043		Aa3		1,500,000		1,556,535
Catoosa County School District, School Impt., G.O. Bond		4.000%		8/1/2014		AA³		1,000,000		1,075,850
Cobb County, Water Utility Impt., Revenue Bond		4.250%		7/1/2028		Aaa		1,000,000		1,096,990
DeKalb County, Special Transportation Parks & Greenspace, G.O. Bond		4.375%		12/1/2030		Aa3		1,000,000		1,010,740
DeKalb County, Water & Sewer, Series A, Revenue Bond		5.000%		10/1/2035		Aa2		1,000,000		1,035,020
Forsyth County, Public Impt., Series B, G.O. Bond		5.000%		3/1/2013		Aaa		670,000		691,855
Fulton County, Water Utility Impt., Revenue Bond, FGRNA		5.000%		1/1/2035		Aa3		1,000,000		1,051,450
Georgia State, Public Impt., Series D, G.O. Bond		5.000%		7/1/2013		Aaa		1,100,000		1,153,009
Georgia State, School Impt., Prerefunded Balance, Series F, G.O. Bond		5.000%		11/1/2015		Aaa		500,000		508,150
Georgia State, School Impt., Series C-1, G.O. Bond		5.000%		10/1/2014		Aaa		1,415,000		1,561,849
Georgia State, Series B, G.O. Bond		5.000%		7/1/2015		Aaa		2,000,000		2,269,440
Gwinnett County Water & Sewerage Authority, Water Utility Impt., Series A, Revenue Bond		4.000%		8/1/2028		Aaa		1,000,000		1,077,320
Madison, Water & Sewer, Revenue Bond, AMBAC		4.625%		7/1/2030		WR²		1,000,000		1,024,530

										15,112,738


HAWAII - 1.6%

Hawaii State, Series DB, G.O. Bond, NATL		5.250%		9/1/2013		Aa2		875,000		925,960
Hawaii State, Series DG, G.O. Bond, AMBAC		5.000%		7/1/2014		Aa2		500,000		545,895
Hawaii State, Series DT, G.O. Bond		5.000%		11/1/2014		Aa2		550,000		608,195
Honolulu County, Series B, G.O. Bond		5.000%		8/1/2020		Aa1		1,500,000		1,865,160
Honolulu County, Sewer Impt., Series A, Revenue Bond, FGRNA		5.000%		7/1/2035		Aa2		500,000		546,375
Honolulu County, Water Utility Impt., G.O. Bond, FGIC		6.000%		12/1/2014		Aa1		750,000		848,993

										5,340,578


ILLINOIS - 0.8%

Chicago, Prerefunded Balance, Series A, G.O. Bond, NATL		5.000%		1/1/2034		Aa3		170,000		174,104
Chicago, Unrefunded Balance, Series A, G.O. Bond, NATL		5.000%		1/1/2034		Aa3		350,000		353,097

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

ILLINOIS (continued)

Springfield Metropolitan Sanitation District, Series A, G.O. Bond		4.750%		1/1/2034		AA³	$	1,115,000	$	1,190,775
Springfield, Electric Light & Power Impt., Revenue Bond, NATL		5.000%		3/1/2035		A1		1,000,000		1,020,760

										2,738,736


INDIANA - 3.8%

Avon Community School Building Corp., Revenue Bond, AMBAC		4.250%		7/15/2018		A³		1,450,000		1,618,041
Avon Community School Building Corp., Revenue Bond, AMBAC		4.750%		1/15/2032		A³		1,015,000		1,059,345
Indiana Municipal Power Agency, Series A, Revenue Bond, NATL		5.000%		1/1/2042		A1		1,000,000		1,064,600
Indiana Transportation Finance Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond, FGIC		5.250%		6/1/2021		Aa1		2,000,000		2,187,300
Indiana Transportation Finance Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond, FGIC		5.250%		6/1/2026		Aa1		1,380,000		1,509,237
Indianapolis Local Public Impt. Bond Bank, Waterworks Project, Series A, Revenue Bond, AGC		5.500%		1/1/2038		Aa3		1,000,000		1,116,690
Plainfield, Series A, Revenue Bond		4.650%		1/1/2027		A³		645,000		699,064
Shelbyville Central Renovation School Building Corp., Revenue Bond, NATL		5.000%		7/15/2018		Baa2		3,000,000		3,299,910

										12,554,187


IOWA - 3.0%

Ankeny, Series B, G.O. Bond		4.000%		6/1/2013		Aa2		1,550,000		1,603,459
Cedar Rapids, Public Impt., Series A, G.O. Bond		4.000%		6/1/2030		Aaa		440,000		464,191
Cedar Rapids, Series E, G.O. Bond		3.000%		6/1/2014		Aaa		1,000,000		1,049,700
Des Moines, Public Impt., Series A, G.O. Bond		2.000%		6/1/2013		Aa1		1,000,000		1,016,830
Dubuque City, Series D, Revenue Bond		4.000%		6/1/2030		Aa3		470,000		482,460
Indianola Community School District, G.O. Bond, FGRNA		5.200%		6/1/2021		A1		425,000		442,697
Iowa City Community School District, G.O. Bond, AGM		4.000%		6/1/2018		Aaa		425,000		437,019
Linn-Mar Community School District, School Impt., Revenue Bond		4.625%		7/1/2029		A2		1,000,000		1,147,010
Polk County, Series C, G.O. Bond		4.000%		6/1/2017		Aaa		995,000		1,052,391
Sioux City, Public Impt., Series A, G.O. Bond		2.000%		6/1/2014		Aa1		940,000		965,258

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

IOWA (continued)

West Des Moines, Series B, G.O. Bond		2.000%		6/1/2014		AAA³	$	1,000,000	$	1,032,520

										9,693,535


KANSAS - 1.7%

Johnson County Water District No. 1, Revenue Bond.		3.250%		12/1/2030		Aaa		1,000,000		1,002,450
Miami County Unified School District No. 416 Louisburg, G.O Bond, NATL		5.000%		9/1/2018		Baa1		2,000,000		2,263,140
Scott County, G.O. Bond		4.750%		4/1/2040		A³		1,000,000		1,103,500
Seward County, G.O. Bond, AGM		5.000%		8/1/2040		Aa3		1,000,000		1,134,990

										5,504,080


LOUISIANA - 0.6%

Caddo Parish Parishwide School District, G.O. Bond, NATL		4.350%		3/1/2026		Aa2		660,000		686,123
Caddo Parish Parishwide School District, G.O. Bond, NATL		4.375%		3/1/2027		Aa2		1,090,000		1,130,592

										1,816,715


MAINE - 0.3%

Falmouth, School Impt., G.O. Bond		2.000%		11/15/2014		Aa1		1,000,000		1,034,400


MARYLAND - 4.8%

Anne Arundel County, Water & Sewer, G.O. Bond		4.200%		3/1/2025		Aa1		1,770,000		1,880,590
Baltimore County, Metropolitan District, G.O. Bond		4.250%		9/1/2029		Aaa		1,000,000		1,057,500
Baltimore County, Public Impt., G.O. Bond		5.000%		2/1/2014		Aaa		2,250,000		2,417,535
Frederick County, Series C, G.O. Bond		4.000%		12/1/2014		Aa1		1,410,000		1,530,738
Howard County, Public Impt., Series A, G.O. Bond		4.500%		2/15/2030		Aaa		1,000,000		1,112,390
Maryland State, Public Impt., First Series, G.O. Bond		5.000%		3/15/2013		Aaa		1,000,000		1,034,280
Maryland State, Public Impt., Prerefunded Balance, Second Series, G.O. Bond		5.000%		8/1/2015		Aaa		1,000,000		1,051,200
Maryland State, Public Impt., Second Series, G.O. Bond		5.000%		7/15/2014		Aaa		1,000,000		1,094,770
Maryland State, Public Impt., Series A, G.O. Bond		4.000%		8/1/2015		Aaa		500,000		553,700
Maryland State, Public Impt., Series B, G.O. Bond		3.000%		3/15/2015		Aaa		1,000,000		1,068,630
Ocean City, Public Impt., G.O. Bond		4.000%		10/1/2022		Aa2		1,000,000		1,164,720
Prince George’s County, Public Impt., Series A, G.O. Bond		4.000%		9/15/2014		Aaa		550,000		594,039
Prince George’s County, Public Impt., Series D, G.O. Bond		5.000%		12/1/2012		Aaa		735,000		750,009

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

MARYLAND (continued)
Prince George’s County, School Impt., G.O. Bond		5.500%		10/1/2013		Aaa	$	400,000	$	426,492

										15,736,593


MASSACHUSETTS - 5.8%

Barnstable, G.O. Bond		3.000%		6/15/2013		AAA³		670,000		687,487
Boston Water & Sewer Commission, Series A, Revenue Bond		5.000%		11/1/2031		Aa1		1,000,000		1,148,570
Boston, Public Impt., Series A, G.O. Bond		5.000%		1/1/2015		Aaa		500,000		556,220
Cambridge, Public Impt., G.O. Bond		2.000%		2/15/2014		Aaa		1,195,000		1,227,325
Commonwealth of Massachusetts, Prerefunded Balance, Series D, G.O. Bond, AGM		5.000%		12/1/2023		Aa1		1,000,000		1,107,360
Commonwealth of Massachusetts, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AGM		5.000%		3/1/2021		Aa1		500,000		560,930
Commonwealth of Massachusetts, Public Impt., Series C, G.O. Bond		5.000%		9/1/2013		Aa1		1,790,000		1,890,025
Commonwealth of Massachusetts, Public Impt., Series D, G.O. Bond, NATL		6.000%		11/1/2013		Aa1		520,000		559,665
Commonwealth of Massachusetts, Public Impt., Series E, G.O. Bond		4.000%		12/1/2021		Aa1		1,500,000		1,704,630
Commonwealth of Massachusetts, Series A, G.O. Bond		4.750%		8/1/2038		Aa1		500,000		536,545
Commonwealth of Massachusetts, Series B, G.O. Bond		4.000%		7/1/2013		Aa1		590,000		612,509
Commonwealth of Massachusetts, Series B, G.O. Bond		3.000%		7/1/2013		Aa1		500,000		514,055
Commonwealth of Massachusetts, Series D, G.O. Bond		5.250%		10/1/2014		Aa1		1,000,000		1,108,310
Franklin, School Impt., Municipal Purpose Loan, G.O. Bond		4.000%		11/15/2021		AA³		725,000		845,111
Hanover, Public Impt., G.O. Bond		3.000%		5/15/2015		Aa2		910,000		972,644
Massachusetts Bay Transportation Authority, Prerefunded Balance, Series A, Revenue Bond		5.000%		7/1/2034		Aa1		1,000,000		1,092,430
Massachusetts Water Resources Authority, Series A, Revenue Bond, AGM		4.375%		8/1/2032		Aa1		2,000,000		2,088,200
Natick, School Impt., G.O. Bond		3.000%		6/15/2013		AAA³		1,000,000		1,026,390
Northampton, Public Impt., G.O. Bond		4.000%		12/1/2019		Aa2		665,000		780,896

										19,019,302


MICHIGAN - 0.8%

Detroit City School District, Prerefunded Balance, Series B, G.O. Bond, FGIC		5.000%		5/1/2033		Aa2		750,000		779,445

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

MICHIGAN (continued)

Saginaw City School District, G.O. Bond, AGM		4.500%		5/1/2031		Aa2	$	1,695,000	$	1,749,172

										2,528,617


MINNESOTA - 1.3%

Hennepin County, Series B, G.O. Bond		4.000%		12/1/2014		Aaa		1,000,000		1,086,890
Minnesota State, Public Impt., G.O. Bond		5.000%		8/1/2013		Aa1		2,000,000		2,103,520
Minnesota State, Series C, G.O. Bond		5.000%		8/1/2014		Aa1		1,000,000		1,095,850
Western Minnesota Municipal Power Agency, Revenue Bond		6.625%		1/1/2016		Aaa		125,000		140,213

										4,426,473


MISSOURI - 2.5%

Columbia, Electric Light & Power Impt., Series A, Revenue Bond		5.000%		10/1/2013		AA³		1,000,000		1,057,940
Columbia, Water Utility Impt., Series A, Revenue Bond		4.125%		10/1/2033		Aaa		995,000		1,080,311
Jackson County School District No. R-IV Blue
Springs, Series A, G.O. Bond		2.750%		3/1/2013		AA³		1,340,000		1,362,673
Missouri State, Series A, G.O. Bond		5.000%		10/1/2014		Aaa		830,000		916,137
Missouri State, Water Pollution Control, Prerefunded Balance, Series A, G.O. Bond		4.500%		12/1/2030		Aaa		2,375,000		2,850,143
Springfield, Electric Light & Power Impt., Revenue Bond, FGRNA		4.750%		8/1/2031		Aa3		1,015,000		1,101,721

										8,368,925


NEBRASKA - 1.6%

Lancaster County School District No. 1, G.O. Bond		5.000%		1/15/2013		Aaa		400,000		410,352
Omaha Metropolitan Utilities District, Series A, Revenue Bond, AGM		4.375%		12/1/2031		Aa3		2,640,000		2,731,634
Omaha Public Power District, Series AA, Revenue Bond, FGRNA		4.500%		2/1/2034		Aa2		1,950,000		2,001,207

										5,143,193


NEVADA - 0.8%

Clark County, G.O. Bond, AGM		4.750%		6/1/2027		Aa1		1,000,000		1,083,640
Las Vegas Valley Water District, Water Utility Impt., Series A, G.O. Bond, AGM		4.750%		6/1/2033		Aa2		1,500,000		1,627,185

										2,710,825

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NEW HAMPSHIRE - 2.7%

Manchester, Series F, G.O. Bond		3.750%		12/1/2025		Aa1	$	1,005,000	$	1,074,777
New Hampshire State, Public Impt., Series B, G.O. Bond		5.000%		2/1/2015		Aa1		2,000,000		2,232,900
New Hampshire State, Series A, G.O. Bond		5.000%		7/1/2019		Aa1		600,000		746,826
New Hampshire State, Series A, G.O. Bond, NATL		5.000%		10/15/2012		Aa1		1,000,000		1,014,030
New Hampshire State, Series A, G.O. Bond, NATL		5.000%		10/15/2014		Aa1		1,500,000		1,656,000
Portsmouth City, Public Impt., G.O. Bond		2.500%		5/15/2015		Aa1		820,000		862,435
Portsmouth City, School Impt., G.O. Bond		4.000%		12/1/2019		Aa1		1,165,000		1,377,007

										8,963,975


NEW JERSEY - 0.3%

Sparta Township Board of Education, G.O. Bond, AGM		4.300%		2/15/2030		Aa2		1,000,000		1,043,990


NEW MEXICO - 0.3%

New Mexico Finance Authority, Public Project Revolving Fund, Series A-1, Revenue Bond, NATL		3.250%		6/1/2013		Aa1		175,000		179,779
Santa Fe County, Public Impt., G.O. Bond		2.500%		7/1/2013		Aaa		915,000		936,319

										1,116,098


NEW YORK - 2.9%

Hampton Bays Union Free School District, G.O. Bond, AGM		4.375%		9/15/2029		Aa3		2,225,000		2,307,570
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750%		6/15/2040		Aa1		2,590,000		3,126,752
New York State Power Authority, Series A, Revenue Bond, NATL		4.500%		11/15/2047		Aa2		1,000,000		1,038,700
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.375%		10/15/2030		AA³		2,000,000		2,092,700
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.375%		7/15/2040		AA³		855,000		884,908

										9,450,630


NORTH CAROLINA - 5.5%

Charlotte, G.O. Bond		5.000%		8/1/2014		Aaa		750,000		822,390
Charlotte, Series B, G.O. Bond		5.000%		6/1/2015		Aaa		1,010,000		1,142,563
Charlotte, Series B, Revenue Bond		4.625%		7/1/2039		Aaa		1,000,000		1,102,160
Charlotte, Water & Sewer, Revenue Bond		5.000%		7/1/2038		Aaa		1,000,000		1,127,560
Forsyth County, G.O. Bond		3.000%		3/1/2015		Aaa		1,000,000		1,067,760
Gaston County, School Impt., G.O. Bond, AGM		5.000%		4/1/2014		Aa2		1,000,000		1,081,030
Johnston County, School Impt., G.O. Bond, AGM		5.000%		2/1/2013		Aa2		1,500,000		1,542,930

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NORTH CAROLINA (continued)

North Carolina Municipal Power Agency No. 1
Catawba, Series A, Revenue Bond		5.000%		1/1/2030		A2	$	1,000,000	$	1,095,730
North Carolina State, Series A, G.O. Bond		5.000%		3/1/2015		Aaa		2,000,000		2,241,660
North Carolina State, Series B, G.O. Bond		5.000%		4/1/2014		Aaa		1,000,000		1,081,770
North Carolina State, Series B, G.O. Bond		5.000%		6/1/2014		Aaa		1,390,000		1,513,932
North Carolina State, Series B, G.O. Bond		5.000%		6/1/2015		Aaa		2,000,000		2,262,500
Wake County, School Impt., G.O. Bond		5.000%		3/1/2015		Aaa		890,000		997,539
Wake County, Series C, G.O. Bond		5.000%		3/1/2014		Aaa		940,000		1,013,367

										18,092,891


NORTH DAKOTA - 0.2%

Fargo City, Public Impt., Series C, G.O. Bond		3.000%		5/1/2025		Aa1		710,000		719,677


OHIO - 1.2%

Brookville Local School District, G.O. Bond, AGM		4.125%		12/1/2026		Aa3		660,000		689,852
Columbus City School District, G.O. Bond, AGM		4.375%		12/1/2032		Aa2		1,000,000		1,035,120
Columbus, Limited Tax, Prerefunded Balance, Series 2, G.O. Bond		5.000%		7/1/2017		Aaa		1,000,000		1,092,640
Ohio State, Conservation Project, Prerefunded Balance, Series A, G.O. Bond		5.000%		3/1/2015		Aa1		1,000,000		1,077,510

										3,895,122


OKLAHOMA - 1.6%

Oklahoma City Water Utilities Trust, Series B, Revenue Bond		3.000%		7/1/2013		Aa1		500,000		513,700
Oklahoma City, G.O. Bond		5.000%		3/1/2021		Aaa		1,500,000		1,888,440
Oklahoma State, Series A, G.O. Bond		4.000%		7/15/2015		Aa2		1,000,000		1,104,170
Tulsa, Public Impt., G.O. Bond		4.000%		12/1/2013		Aa1		1,700,000		1,789,454

										5,295,764


OREGON - 1.2%

Clackamas County School District No. 12 North
Clackamas, Series A, G.O. Bond, AGM		4.750%		6/15/2031		Aa1		870,000		939,687
Portland, Water Utility Impt., Series A, Revenue Bond		5.000%		5/1/2034		Aaa		1,000,000		1,156,750
Portland, Water Utility Impt., Series A, Revenue Bond, NATL		4.500%		10/1/2031		Aa1		550,000		581,581
Salem, Water & Sewer, Revenue Bond, AGM		5.000%		5/1/2014		Aa3		1,120,000		1,211,426

										3,889,444

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

PENNSYLVANIA - 1.2%

Allegheny County, Public Impt., Series C-62B, G.O. Bond		5.000%		11/1/2029		A1	$	750,000	$	816,150
Commonwealth of Pennsylvania, Second Series, G.O. Bond, AGC		4.250%		3/1/2025		Aa1		2,000,000		2,136,520
Philadelphia, Water & Wastewater, Revenue Bond, NATL		5.600%		8/1/2018		BBB³		20,000		24,523
Plum Boro School District, Series A, G.O. Bond, FGRNA		4.500%		9/15/2030		A³		855,000		865,722

										3,842,915


RHODE ISLAND - 0.6%

Narragansett Bay Commission, Series A, Revenue Bond, NATL		5.000%		8/1/2035		Baa2		1,000,000		1,077,310
Rhode Island Clean Water Finance Agency, Series A, Revenue Bond, NATL		5.000%		10/1/2035		Baa2		1,000,000		1,010,350

										2,087,660


SOUTH CAROLINA - 3.0%

Charleston County, Transportation Sales Tax, Prerefunded Balance, G.O. Bond		5.000%		11/1/2017		Aaa		1,000,000		1,147,230
Charleston, Water Utility & Capital Impt., Revenue Bond		5.000%		1/1/2022		Aa1		530,000		655,663
South Carolina State Public Service Authority, Public Impt., Prerefunded Balance, Series A, Revenue Bond, AGM		5.000%		1/1/2017		Aa3		1,000,000		1,069,610
South Carolina State, School Impt., Series B, G.O. Bond		5.000%		3/1/2024		Aaa		1,000,000		1,226,310
South Carolina Transportation Infrastructure Bank, Series B, Revenue Bond, AMBAC		4.250%		10/1/2027		A1		2,000,000		2,073,160
South Carolina, State Institutional - South Carolina State University, Series B, G.O. Bond		5.250%		4/1/2014		Aaa		1,000,000		1,086,510
Spartanburg Sanitation Sewer District, Series B, Revenue Bond, NATL		5.000%		3/1/2032		A1		1,500,000		1,581,030
Sumter, Water Utility Impt., Revenue Bond, XLCA		4.500%		12/1/2032		A1		1,000,000		1,046,960

										9,886,473


SOUTH DAKOTA - 0.2%

Rapid City, Water Utility Impt., Revenue Bond		5.250%		11/1/2039		Aa3		450,000		503,028


TENNESSEE - 4.9%

Chattanooga, Series B, G.O. Bond		2.000%		2/1/2013		AA³		425,000		429,633

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

TENNESSEE (continued)

Claiborne County, Public Impt., Series A, G.O. Bond		4.125%		4/1/2030		A³	$	750,000	$	791,475
Franklin, G.O. Bond		5.000%		4/1/2014		Aaa		1,000,000		1,081,580
Hamilton County, Public Impt., G.O. Bond		3.000%		3/1/2014		Aaa		1,135,000		1,185,768
Memphis, G.O. Bond, AGC		4.000%		4/1/2014		Aa2		2,000,000		2,126,360
Metropolitan Government of Nashville & Davidson County, Series B, G.O. Bond		5.000%		1/1/2014		Aa1		1,000,000		1,071,180
Montgomery County, G.O. Bond		4.000%		4/1/2015		AA³		1,000,000		1,094,210
Montgomery County, School Impt., G.O. Bond		2.000%		4/1/2014		AA³		500,000		513,135
Rutherford County, G.O. Bond		5.000%		4/1/2014		Aa1		500,000		539,320
Rutherford County, School Impt., G.O. Bond		4.000%		4/1/2013		Aa1		1,200,000		1,233,012
Rutherford County, School Impt., G.O. Bond		3.000%		4/1/2013		Aa1		1,000,000		1,019,980
Sumner County, G.O. Bond		5.000%		6/1/2015		Aa2		1,500,000		1,693,695
Tennessee State, Series A, G.O. Bond		4.000%		5/1/2013		Aaa		425,000		438,541
Tennessee State, Series A, G.O. Bond		5.000%		8/1/2020		Aaa		500,000		629,880
Tennessee State, Series C, G.O. Bond		5.250%		9/1/2013		Aaa		1,500,000		1,588,275
Williamson County, Series A, G.O. Bond		3.000%		3/1/2015		Aaa		550,000		586,965

										16,023,009


TEXAS - 6.2%

Alvin Independent School District, Prerefunded Balance, Series A, G.O. Bond		5.000%		2/15/2022		Aaa		500,000		537,745
Clear Creek Independent School District, G.O. Bond, AGM		4.000%		2/15/2029		Aa2		2,340,000		2,386,168
Collin County, Public Impt., G.O. Bond		2.000%		2/15/2014		Aaa		545,000		559,088
Collin County, Public Impt., G.O. Bond		5.000%		2/15/2015		Aaa		500,000		557,615
Dallas, Public Impt., G.O. Bond		5.000%		2/15/2013		Aa1		1,315,000		1,354,831
Fort Bend County, Public Impt., G.O. Bond, NATL		4.750%		3/1/2031		Aa1		1,000,000		1,067,180
Fort Worth, Water Utility Impt., Series C, Revenue Bond		5.000%		2/15/2014		Aa1		1,595,000		1,714,944
Frisco, Public Impt., G.O. Bond, AGM		5.000%		2/15/2015		Aa1		520,000		580,502
Harris County Flood Control District, Public Impt., Prerefunded Balance, Series A, G.O. Bond		5.250%		10/1/2018		Aaa		600,000		663,264
Harris County, Series B, G.O. Bond		4.000%		10/1/2013		AAA³		1,000,000		1,047,300
Houston, Public Impt., Series A, G.O. Bond		5.000%		3/1/2015		AA³		1,000,000		1,118,160
North East Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.000%		8/1/2022		AAA³		550,000		602,333
San Antonio, G.O. Bond		5.000%		2/1/2021		Aaa		500,000		611,105
San Antonio, Water System, Revenue Bond, FGRNA		4.375%		5/15/2029		Aa1		1,400,000		1,481,494
San Marcos Consolidated Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.625%		8/1/2026		Aaa		475,000		526,362

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

TEXAS (continued)

Texas State, Public Impt., G.O. Bond		5.000%		10/1/2014		Aaa	$	500,000	$	551,290
Texas State, Series A, G.O. Bond		5.000%		8/1/2014		Aaa		700,000		766,885
Texas State, Series A, G.O. Bond		5.000%		8/1/2015		Aaa		800,000		908,568
Texas Water Development Board, Series B, Revenue Bond		5.625%		7/15/2014		AAA³		2,000,000		2,214,080
University of Texas, Financing System, Series F, Revenue Bond		4.750%		8/15/2028		Aaa		1,000,000		1,126,610

										20,375,524


UTAH - 4.8%

Alpine School District, G.O. Bond		5.000%		3/15/2013		Aaa		2,000,000		2,068,320
Mountain Regional Water Special Service District, Revenue Bond, NATL		5.000%		12/15/2030		Baa2		1,240,000		1,323,018
Ogden City School District, G.O. Bond		4.250%		6/15/2025		Aaa		1,500,000		1,594,230
Provo City School District, Series B, G.O. Bond		4.000%		6/15/2014		Aaa		1,100,000		1,177,143
Salt Lake City School District, G.O. Bond		4.000%		3/1/2019		Aaa		815,000		955,587
Salt Lake City, Water Utility Impt., Revenue Bond		3.250%		2/1/2015		Aa1		400,000		426,772
Salt Lake County, Public Impt., Series A, G.O. Bond		4.000%		12/15/2014		Aaa		400,000		435,376
Salt Lake County, Public Impt., Series A, G.O. Bond		4.000%		12/15/2030		Aaa		680,000		732,326
Salt Lake County, Recreational Facilities Impt., G.O. Bond		2.000%		12/15/2020		Aaa		645,000		663,634
Utah State, Highway Impt., Series A, G.O. Bond		5.000%		7/1/2014		Aaa		1,000,000		1,093,480
Utah State, Highway Impt., Series A, G.O. Bond		5.000%		7/1/2014		Aaa		460,000		503,001
Utah State, Highway Impt., Series A, G.O. Bond		5.000%		7/1/2015		Aaa		2,500,000		2,839,200
Utah State, Highway Impt., Series A, G.O. Bond		3.000%		7/1/2015		Aaa		500,000		538,020
Utah State, Public Impt., Series B, G.O. Bond		4.000%		7/1/2013		Aaa		450,000		467,307
Utah State, Public Impt., Series B, G.O. Bond		4.000%		7/1/2015		Aaa		595,000		657,987
Utah State, Series A, G.O. Bond		5.000%		7/1/2014		Aaa		415,000		453,794

										15,929,195


VERMONT - 0.7%

Vermont State, Public Impt., Series D, G.O. Bond		4.500%		7/15/2025		Aaa		1,000,000		1,103,910
Vermont State, Series D, G.O. Bond		4.000%		8/15/2020		Aaa		1,000,000		1,184,480

										2,288,390


VIRGINIA - 4.5%

Arlington County, Public Impt., Series B, G.O. Bond		4.000%		8/15/2014		Aaa		1,000,000		1,077,480
Chesterfield County, Public Impt., G.O. Bond		3.500%		1/1/2015		Aaa		1,000,000		1,076,690
Commonwealth of Virginia, School Impt., Series A, G.O. Bond		5.000%		6/1/2014		Aaa		2,450,000		2,669,447
Commonwealth of Virginia, Series B, G.O. Bond		5.000%		6/1/2013		Aaa		1,410,000		1,472,731

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

VIRGINIA (continued)

Fairfax County Water Authority, Series B, Revenue Bond		4.000%		4/1/2032		Aaa	$	1,000,000	$	1,065,130
Fairfax County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2014		Aaa		400,000		432,856
Fairfax County, Public Impt., Series A, G.O. Bond		4.000%		4/1/2017		Aaa		2,000,000		2,174,340
Fairfax County, Public Impt., Series A, G.O. Bond		4.250%		4/1/2027		Aaa		1,500,000		1,564,050
Norfolk, Water Utility Impt., Revenue Bond		3.750%		11/1/2040		Aa2		1,000,000		1,009,250
Prince William County, Public Impt., Series A, G.O. Bond		3.000%		8/1/2014		Aaa		1,060,000		1,118,682
Richmond, Public Impt., Series B, G.O. Bond, AGM		5.000%		7/15/2014		Aa2		670,000		732,906
Upper Occoquan Sewage Authority, Series B, Revenue Bond		4.500%		7/1/2038		Aa1		470,000		500,738

										14,894,300


WASHINGTON - 1.9%

Franklin County, Public Impt., Prerefunded Balance, G.O. Bond, FGRNA		5.125%		12/1/2022		BBB³		1,000,000		1,020,770
King County School District No. 411 Issaquah, Series A, G.O. Bond, AGM		5.250%		12/1/2018		Aaa		2,420,000		2,683,054
Tacoma, Sewer Impt., Revenue Bond, FGRNA		5.125%		12/1/2036		Aa2		1,275,000		1,368,636
Washington State, Public Impt., Series A, G.O. Bond .		5.000%		7/1/2031		Aa1		1,000,000		1,136,600

										6,209,060


WISCONSIN - 3.0%
Central Brown County Water Authority, Water Systems, Revenue Bond, AMBAC		5.000%		12/1/2035		A³		1,500,000		1,626,090
Eau Claire, Series B, G.O. Bond, NATL		4.000%		4/1/2015		Aa1		1,195,000		1,309,314
Madison, Water Utility Impt., Series A, Revenue Bond		4.250%		1/1/2030		Aa1		1,000,000		1,059,970
Northland Pines School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		4/1/2018		Aa3		850,000		922,828
Wilmot Union High School District, Prerefunded Balance, G.O. Bond, AGM		5.500%		3/1/2019		Aa2		500,000		542,920
Wilmot Union High School District, Prerefunded Balance, G.O. Bond, AGM		5.500%		3/1/2021		Aa2		1,020,000		1,107,557
Wisconsin Public Power, Inc., Series A, Revenue Bond, AMBAC		5.000%		7/1/2035		A1		870,000		900,137
Wisconsin State, Public Impt., Prerefunded Balance, Series E, G.O. Bond, FGIC		5.000%		5/1/2019		Aa2		1,000,000		1,127,290
Wisconsin State, Public Impt., Series C, G.O. Bond		5.000%		5/1/2026		Aa2		1,150,000		1,336,507

										9,932,613

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹
(UNAUDITED)

         PRINCIPAL
          AMOUNT/
         SHARES

VALUE

(NOTE 2)

MUNICIPAL BONDS (continued)

WYOMING - 0.2%

Wyoming Municipal Power Agency, Inc., Series A, Revenue Bond

5.375%

1/1/2042

710,000

767,276

TOTAL MUNICIPAL BONDS

(Identified Cost $301,025,461)

312,596,723

SHORT-TERM INVESTMENTS - 3.9%

Dreyfus AMT - Free Municipal Reserves - Class R
(Identified Cost $12,738,388)

12,738,388

12,738,388

TOTAL INVESTMENTS - 99.0%

(Identified Cost $313,763,849)

325,335,111

OTHER ASSETS, LESS LIABILITIES - 1.0%

3,429,316

NET ASSETS - 100%

328,764,427

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

No. - Number

Scheduled principal and interest payments are guaranteed by:

AGC (Assurance Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

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

¹Credit ratings from Moody’s (unaudited).

²Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

³Credit ratings from S&P (unaudited).

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: NATL - 12.5%; AGM - 11.5%.

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

Diversified Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $313,763,849) (Note 2)	$	325,335,111
Interest receivable		3,818,078
Receivable for fund shares sold		787,906


TOTAL ASSETS		329,941,095


LIABILITIES:

Accrued management fees (Note 3)		135,000
Accrued fund accounting and administration fees (Note 3)		27,445
Accrued transfer agent fees (Note 3)		1,196
Accrued directors fees (Note 3)		723
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for fund shares repurchased		974,429
Other payables and accrued expenses		37,724


TOTAL LIABILITIES		1,176,668


TOTAL NET ASSETS	$	328,764,427


NET ASSETS CONSIST OF:

Capital stock	$	288,637
Additional paid-in-capital		315,986,933
Undistributed net investment income		910,827
Accumulated net realized gain on investments		6,768
Net unrealized appreciation on investments		11,571,262


TOTAL NET ASSETS	$	328,764,427


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($328,764,427/28,863,730 shares)	$	11.39

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

Diversified Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	3,701,022


EXPENSES:

Management fees (Note 3)		807,900
Fund accounting and administration fees (Note 3)		55,514
Directors’ fees (Note 3)		3,578
Transfer agent fees (Note 3)		2,318
Chief Compliance Officer service fees (Note 3)		1,245
Custodian fees		8,616
Miscellaneous		42,596


Total Expenses		921,767


NET INVESTMENT INCOME		2,779,255


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		4,251
Net change in unrealized appreciation (depreciation) on investments		2,547,021


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,551,272


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,330,527

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

Diversified Tax Exempt Series

Statement of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,779,255		$	7,926,301
Net realized gain (loss) on investments		4,251			2,077,298
Net change in unrealized appreciation (depreciation) on investments		2,547,021			13,734,023


Net increase from operations		5,330,527			23,737,622


DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income		(2,282,378	)		(7,784,873	)
From net realized gain on investments		—			(2,073,766	)


Total distributions to shareholders		(2,282,378	)		(9,858,639	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		19,276,185			15,591,274


Net increase in net assets		22,324,334			29,470,257

NET ASSETS:

Beginning of period		306,440,093			276,969,836


End of period (including undistributed net investment income of $910,827 and $413, 950, respectively)	$	328,764,427		$	306,440,093

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

Diversified Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.28		$	10.77		$	11.17		$	10.34		$	10.92		$	10.95

Income (loss) from investment operations:
Net investment income		0.10	¹		0.30	¹		0.40	¹		0.40	¹		0.42			0.36
Net realized and unrealized gain (loss) on investments		0.09			0.58			(0.35	)		0.90			(0.62	)		(0.02	)


Total from investment operations		0.19			0.88			0.05			1.30			(0.20	)		0.34


Less distributions to shareholders:
From net investment income		(0.08	)		(0.29	)		(0.45	)		(0.44	)		(0.36	)		(0.37	)
From net realized gain on investments		—			(0.08	)		—	²		(0.03	)		(0.02	)		—	²


Total distributions to shareholders		(0.08	)		(0.37	)		(0.45	)		(0.47	)		(0.38	)		(0.37	)


Net asset value - End of period	$	11.39		$	11.28		$	10.77		$	11.17		$	10.34		$	10.92


Net assets - End of period (000’s omitted)	$	328,764		$	306,440		$	276,970		$	234,486		$	197,736		$	235,709


Total return³		1.69	%		8.25	%		0.41	%		12.75	%		(1.79	%)		3.20	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.57	%⁴		0.58	%		0.58	%		0.60	%		0.61	%		0.62	%
Net investment income		1.72	%⁴		2.67	%		3.51	%		3.65	%		3.75	%		3.65	%
Portfolio turnover		1	%		53	%		3	%		8	%		7	%		3	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.00	%⁵		0.01	%		N/A			N/A

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

⁴Annualized.

⁵Less than 0.01%.

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

Diversified Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Diversified Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	312,596,723	$	—	$	312,596,723	$	—
Mutual funds		12,738,388		12,738,388		—		—

Total assets	$	325,335,111	$	12,738,388	$	312,596,723	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Distributions of Income and Gains

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2013, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $24,174,764 and $2,505,000, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Diversified Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,294,151		$	37,396,715			4,576,583		$	50,695,861
Reinvested		186,524			2,117,087			832,125			9,289,473
Repurchased		(1,776,706	)		(20,237,617	)		(3,964,864	)		(44,394,060	)

Total		1,703,969		$	19,276,185			1,443,844		$	15,591,274

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

6.	Financial Instruments

7.	Federal Income Tax Information

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

7.	Federal Income Tax Information (continued)


Cost for federal income tax purposes	$	313,763,849
Unrealized appreciation		11,710,978
Unrealized depreciation		(139,716	)

Net unrealized appreciation	$	11,571,262

Diversified Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNDTE-6/12-SAR

LOGO

NEW YORK TAX EXEMPT SERIES

www.manning-napier.com

New York Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,017.00	$3.01
Hypothetical (5% return before expenses)	$1,000.00	$1,021.88	$3.02

*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 182/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

New York Tax Exempt Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS - 96.3%

Albany County, Public Impt., G.O. Bond		4.000%		6/1/2026		Aa3	$	500,000	$	533,255
Amherst Central School District, G.O. Bond		2.000%		8/1/2014		Aa3		500,000		514,720
Arlington Central School District, G.O. Bond		4.000%		12/15/2021		Aa2		300,000		345,204
Bay Shore Union Free School District, G.O. Bond		4.000%		8/15/2014		Aa2		510,000		545,032
Beacon, Public Impt., Series A, G.O. Bond		4.000%		8/15/2014		Aa3		400,000		426,160
Bedford Central School District, G.O. Bond		2.000%		10/15/2021		Aa1		500,000		502,245
Bedford, Public Impt., G.O. Bond		2.000%		6/15/2014		AAA²		350,000		361,791
Bedford, Public Impt., G.O. Bond		2.000%		6/15/2015		AAA²		275,000		287,807
Bethlehem, Public Impt., G.O. Bond		4.500%		12/1/2033		AA²		335,000		370,955
Bethlehem, Public Impt., G.O. Bond		4.500%		12/1/2035		AA²		425,000		468,239
Binghamton, Public Impt., G.O. Bond		4.000%		9/15/2024		A1		505,000		549,349
Briarcliff Manor, Public Impt., Series A, G.O. Bond		2.000%		9/1/2014		Aa2		260,000		268,013
Brookhaven, G.O. Bond, AMBAC		5.000%		6/1/2014		Aa2		200,000		217,902
Brookhaven, Public Impt., G.O. Bond		3.000%		3/15/2013		Aa2		1,050,000		1,071,399
Buffalo Fiscal Stability Authority, Sales Tax & State Aid, Series B, Revenue Bond, NATL		5.000%		9/1/2016		Aa1		525,000		588,352
Buffalo, Public Impt., Series A, G.O. Bond		3.000%		4/1/2023		A1		400,000		404,608
Cayuga County, Public Impt., G.O. Bond, AGM		3.250%		4/1/2026		Aa3		670,000		693,296
Chappaqua Central School District, G.O. Bond		3.000%		1/15/2013		Aaa		300,000		304,272
Chautauqua County, Public Impt., G.O. Bond		4.250%		1/15/2027		A²		665,000		723,114
Clarence Central School District, G.O. Bond		4.000%		5/15/2021		Aa2		250,000		288,415
Clarkstown Central School District, G.O. Bond		4.000%		10/15/2021		Aa2		500,000		575,040
Clarkstown, Public Impt., G.O. Bond		2.000%		10/15/2014		AAA²		675,000		700,825
Clarkstown, Series B, G.O. Bond		4.000%		10/15/2012		AAA²		315,000		318,421
Cleveland Hill Union Free School District, G.O. Bond, AGM		3.750%		6/15/2025		Aa3		475,000		518,154
Clifton Park Water Authority, Revenue Bond		4.250%		10/1/2029		AA²		250,000		273,300
Connetquot Central School District of Islip, G.O. Bond		4.000%		7/15/2014		Aa2		390,000		417,772
Copiague Union Free School District, G.O. Bond		2.000%		5/1/2015		Aa3		500,000		518,095
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2014		Aa1		235,000		258,855
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2015		Aa1		250,000		285,060
Dutchess County, Public Impt., Prerefunded Balance, G.O. Bond, NATL		4.000%		12/15/2016		Aa1		315,000		343,029
Dutchess County, Public Impt., Unrefunded Balance, G.O. Bond, NATL		4.000%		12/15/2016		Aa1		360,000		387,065
East Irondequoit Central School District, G.O. Bond		2.250%		6/15/2014		Aa2		580,000		596,594
East Islip Union Free School District, Series A, G.O. Bond		4.000%		6/15/2015		AA²		345,000		377,520
Erie County Water Authority, Revenue Bond		5.000%		12/1/2013		Aa2		400,000		425,908
Erie County Water Authority, Revenue Bond, NATL		5.000%		12/1/2037		Aa2		625,000		673,800
Essex County, Public Impt., G.O. Bond		5.000%		5/1/2020		AA²		500,000		603,360
Fairport Village, Public Impt., G.O. Bond		2.625%		5/15/2013		AA²		265,000		269,420
Gananda Central School District, G.O. Bond		3.000%		6/15/2019		AA²		250,000		267,917
Gates Chili Central School District, G.O. Bond		1.000%		6/15/2014		Aa3		460,000		462,898

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Greece Central School District, G.O. Bond, AGM		5.000%		6/15/2015		Aa3	$	500,000	$	565,180
Greece Central School District, G.O. Bond, AGM		4.000%		6/15/2019		Aa3		2,675,000		2,988,804
Greenburgh, G.O. Bond		4.750%		5/15/2014		Aaa		250,000		270,287
Greene County, Public Impt., G.O. Bond		1.500%		3/15/2014		Aa3		505,000		511,494
Greene County, Public Impt., G.O. Bond		3.000%		12/15/2014		Aa3		595,000		626,600
Hauppauge Union Free School District, G.O. Bond		3.000%		12/1/2014		Aa2		585,000		620,311
Haverstraw-Stony Point Central School District, G.O. Bond, AGM		4.500%		10/15/2032		Aa2		2,000,000		2,119,620
Hempstead, Public Impt., Series B, G.O. Bond		2.500%		8/1/2013		Aaa		225,000		230,807
Hempstead, Public Impt., Series B, G.O. Bond		2.500%		8/1/2014		Aaa		280,000		292,818
Hewlett-Woodmere Union Free School District, G.O. Bond		3.000%		6/15/2013		Aa1		255,000		261,760
Horseheads Central School District, G.O. Bond		2.000%		6/15/2015		Aa3		540,000		555,989
Huntington, G.O. Bond, AMBAC		5.500%		4/15/2014		Aaa		415,000		452,985
Huntington, Public Impt., G.O. Bond		2.000%		6/15/2014		Aaa		570,000		587,094
Huntington, Public Impt., G.O. Bond		3.000%		7/15/2015		Aaa		925,000		991,702
Iroquois Central School District, School Impt., G.O. Bond		2.000%		6/15/2021		Aa2		500,000		497,515
Ithaca City School District, G.O. Bond		3.000%		7/1/2014		AA²		675,000		707,663
Ithaca City School District, G.O. Bond, AGC		3.000%		7/1/2014		Aa3		330,000		345,969
Johnson City Central School District, G.O. Bond, FGRNA		4.375%		6/15/2028		A²		1,000,000		1,018,520
Katonah-Lewisboro Union Free School District, Series C, G.O. Bond, FGRNA		5.000%		11/1/2014		Aa2		1,000,000		1,107,720
Long Beach City School District, G.O. Bond		3.000%		5/1/2014		Aa2		500,000		523,040
Long Island Power Authority, Electric Systems, Prerefunded Balance, Series C, Revenue Bond, CIFG		5.000%		9/1/2015		Aaa		250,000		263,920
Long Island Power Authority, Electric Systems, Series A, Revenue Bond		5.750%		4/1/2039		A3		675,000		775,251
Long Island Power Authority, Electric Systems, Series F, Revenue Bond, NATL		4.500%		5/1/2028		A3		1,880,000		1,942,736
Mahopac Central School District, Series A, G.O. Bond		4.000%		6/1/2014		Aa2		945,000		1,006,066
Mamaroneck Union Free School District, G.O. Bond		3.500%		6/15/2025		Aaa		1,000,000		1,083,140
Manhasset Union Free School District, G.O. Bond		4.000%		9/15/2014		Aaa		655,000		706,627
Marlboro Central School District, G.O. Bond, AGC		4.000%		12/15/2026		AA²		500,000		537,700
Metropolitan Transportation Authority, Dedicated Tax Fund, Series B, Revenue Bond		5.000%		11/15/2034		AA²		1,000,000		1,107,720
Metropolitan Transportation Authority, Series B, Revenue Bond, AGM		4.500%		11/15/2032		Aa3		500,000		518,265
Miller Place Union Free School District, G.O. Bond		4.000%		2/15/2027		Aa2		265,000		280,171
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2013		AA²		335,000		340,280
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2014		AA²		225,000		232,810
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2015		AA²		200,000		208,702

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Monroe County Water Authority, Revenue Bond		3.250%		8/1/2013		Aa2	$	510,000	$	525,922
Monroe County Water Authority, Revenue Bond		4.250%		8/1/2030		Aa2		405,000		434,192
Monroe County Water Authority, Revenue Bond		4.500%		8/1/2035		Aa2		275,000		296,227
Monroe County, Public Impt., G.O. Bond, AGM		3.000%		6/1/2022		Aa3		500,000		502,450
Nassau County, Public Impt., Series C, G.O. Bond		4.000%		10/1/2026		A1		1,000,000		1,042,690
Nassau County, Public Impt., Series C, G.O. Bond, AGC		5.000%		10/1/2028		Aa3		1,000,000		1,113,620
New Rochelle City School District, G.O. Bond		4.000%		12/15/2014		Aa2		600,000		651,378
New York City Municipal Water Finance Authority, Series BB, Revenue Bond		5.000%		6/15/2013		Aa2		410,000		428,819
New York City Municipal Water Finance Authority, Series BB, Revenue Bond		3.000%		6/15/2013		Aa2		350,000		359,345
New York City Municipal Water Finance Authority, Series C, Revenue Bond		5.000%		6/15/2014		Aa1		250,000		272,457
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.250%		6/15/2033		Aa1		1,250,000		1,296,375
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.500%		6/15/2037		Aa1		1,000,000		1,040,080
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750%		6/15/2040		Aa1		1,000,000		1,207,240
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series D, Revenue Bond, AMBAC		4.500%		6/15/2036		Aa1		500,000		517,120
New York City Municipal Water Finance Authority, Water Utility Impt., Series EE, Revenue Bond		2.500%		6/15/2014		Aa2		450,000		468,468
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Series C, Revenue Bond		5.250%		2/1/2014		WR³		730,000		786,714
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Public Impt., Revenue Bond, NATL		5.250%		2/1/2021		Aaa		1,000,000		1,029,770
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Public Impt., Series C, Revenue Bond		5.250%		2/1/2017		WR³		1,390,000		1,498,448
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Public Impt., Series C, Revenue Bond, XLCA		5.000%		2/1/2019		Aaa		1,705,000		1,831,272
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Series B, Revenue Bond		5.250%		8/1/2019		WR³		2,705,000		2,852,990
New York City, G.O. Bond, XLCA		5.000%		9/1/2019		Aa2		500,000		563,845
New York City, Prerefunded Balance, Series C, G.O. Bond		5.500%		9/15/2019		Aa3		600,000		638,238
New York City, Prerefunded Balance, Series G, G.O. Bond		5.000%		8/1/2017		WR³		310,000		311,330

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

New York City, Public Impt., Prerefunded Balance, Series D, G.O. Bond		5.250%		10/15/2017		Aa2	$	1,950,000	$	2,076,145
New York City, Public Impt., Prerefunded Balance, Series I, G.O. Bond		5.750%		3/1/2016		Aa2		1,000,000		1,037,330
New York City, Public Impt., Prerefunded Balance, Series J, G.O. Bond		5.500%		6/1/2016		Aa3		500,000		524,390
New York City, Public Impt., Prerefunded Balance, Series J, G.O. Bond		5.250%		6/1/2028		Aa2		1,600,000		1,674,368
New York City, Public Impt., Series A, G.O. Bond		5.000%		8/1/2013		Aa2		1,000,000		1,050,960
New York City, Public Impt., Series F, G.O. Bond		3.750%		12/15/2012		Aa2		500,000		508,130
New York City, Public Impt., Series I, G.O. Bond, NATL		5.000%		8/1/2013		Aa2		500,000		525,480
New York City, Public Impt., Subseries A, G.O. Bond		5.000%		3/1/2015		Aa2		1,000,000		1,112,700
New York City, Series A, G.O. Bond, AGM		5.000%		8/1/2015		Aa2		205,000		231,773
New York City, Series B, G.O. Bond		4.000%		8/1/2013		Aa2		865,000		899,687
New York City, Series D, G.O. Bond		5.250%		8/1/2014		Aa2		1,390,000		1,527,666
New York City, Subseries J-1, G.O. Bond		5.000%		8/1/2013		Aa2		200,000		210,192
New York Local Government Assistance Corp., Series A, Revenue Bond		5.000%		4/1/2015		AAA²		1,000,000		1,124,750
New York State Dormitory Authority, Columbia University, Revenue Bond		5.000%		7/1/2038		Aaa		900,000		1,014,804
New York State Dormitory Authority, Cornell University, Series C, Revenue Bond		5.000%		7/1/2037		Aa1		1,000,000		1,120,240
New York State Dormitory Authority, New York University, Series A, Revenue Bond		5.000%		7/1/2039		Aa3		1,000,000		1,107,530
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.000%		10/1/2025		Aa3		1,500,000		1,582,275
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.375%		10/1/2030		Aa3		1,500,000		1,585,065
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.400%		10/1/2030		Aa3		140,000		148,218
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.750%		10/1/2040		Aa3		1,360,000		1,455,717
New York State Dormitory Authority, University of Rochester, Series A, Revenue Bond		5.125%		7/1/2039		Aa3		1,000,000		1,104,100
New York State Environmental Facilities Corp., Clean Water & Drinking, Revenue Bond, NATL		5.000%		6/15/2021		Aaa		600,000		600,240
New York State Environmental Facilities Corp., Clean Water & Drinking, Series A, Revenue Bond		4.500%		6/15/2036		Aaa		1,000,000		1,058,950
New York State Environmental Facilities Corp., Clean Water & Drinking, Series B, Revenue Bond		5.000%		6/15/2027		Aaa		1,000,000		1,000,400
New York State Environmental Facilities Corp., Clean Water & Drinking, Series B, Revenue Bond		4.500%		6/15/2036		Aaa		1,500,000		1,588,425
New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Series B, Revenue Bond		5.200%		5/15/2014		Aaa		225,000		233,271

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

New York State Municipal Bond Bank Agency, Subseries A1, Revenue Bond		4.000%		12/15/2014		AA²	$	250,000	$	270,190
New York State Municipal Bond Bank Agency, Subseries B1, Revenue Bond		4.125%		12/15/2029		A²		420,000		439,631
New York State Municipal Bond Bank Agency, Subseries B1, Revenue Bond		4.500%		12/15/2034		A²		215,000		227,560
New York State Power Authority, Series A, Revenue Bond, NATL		4.500%		11/15/2047		Aa2		2,000,000		2,077,400
New York State Thruway Authority, Highway & Bridge, Prerefunded Balance, Series A, Revenue Bond, NATL		5.250%		4/1/2015		AA²		300,000		311,478
New York State Thruway Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond, AMBAC		5.000%		3/15/2017		Aa2		260,000		286,393
New York State Thruway Authority, Personal Income Tax, Prerefunded Balance, Series A, Revenue Bond, AGM		5.000%		3/15/2014		Aa3		500,000		517,110
New York State Thruway Authority, Personal Income Tax, Prerefunded Balance, Series A, Revenue Bond, NATL		5.000%		3/15/2016		AAA²		825,000		853,231
New York State Thruway Authority, Series A, Revenue Bond		5.000%		3/15/2015		AAA²		500,000		559,445
New York State Thruway Authority, Series A, Revenue Bond		5.000%		3/15/2015		AAA²		500,000		559,445
New York State Urban Development Corp., Correctional Capital Facilities, Series A, Revenue Bond, AGM		5.250%		1/1/2014		Aa3		345,000		358,683
New York State, Pollution Control, Series A, G.O. Bond		5.000%		2/15/2039		Aa2		1,500,000		1,658,160
New York State, Series C, G.O. Bond		5.000%		4/15/2014		Aa2		645,000		697,426
New York State, Series C, G.O. Bond		5.000%		9/1/2014		Aa2		1,000,000		1,097,550
New York State, Series C, G.O. Bond		4.000%		2/1/2027		Aa2		600,000		654,048
New York State, Transit Impt., Series A, G.O. Bond		4.500%		3/1/2040		Aa2		1,500,000		1,583,550
New York State, Water Utility Impt., Series A, G.O. Bond		2.000%		3/1/2013		Aa2		350,000		354,113
Niagara County, Water Utility Impt., G.O. Bond		2.000%		2/1/2020		Aa3		500,000		503,305
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125%		2/15/2019		A1		610,000		679,815
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125%		2/15/2020		A1		850,000		938,196
North Colonie Central School District, G.O. Bond		4.000%		7/15/2020		AA²		400,000		466,996
North Hempstead, G.O. Bond		3.000%		5/1/2015		Aa1		375,000		399,855
Oneida County, Public Impt., G.O. Bond, AGM		3.000%		5/1/2020		Aa3		400,000		420,388
Onondaga County, Public Impt., Series A, G.O. Bond		5.000%		3/15/2013		Aa1		290,000		299,924

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Onondaga County, Public Impt., Series A, G.O. Bond		3.000%		3/1/2015		Aa1	$	1,000,000	$	1,063,250
Onondaga County, Public Impt., Series A, G.O. Bond		4.500%		3/1/2028		Aa1		365,000		403,449
Ontario County, Public Impt., G.O. Bond		3.000%		4/15/2015		Aa1		200,000		212,310
Orange County, Public Impt., Series A, G.O. Bond		2.000%		3/1/2013		Aaa		1,460,000		1,476,951
Orange County, Public Impt., Series A, G.O. Bond		3.500%		3/1/2024		Aaa		1,000,000		1,070,100
Orange County, Series A, G.O. Bond		5.000%		7/15/2012		Aaa		1,500,000		1,503,180
Orange County, Series A, G.O. Bond		5.000%		7/15/2014		Aaa		550,000		601,414
Orange County, Series A, G.O. Bond		5.000%		7/15/2015		Aaa		500,000		567,165
Orangetown, Public Impt., G.O. Bond		3.000%		9/15/2026		Aa2		580,000		610,653
Otsego County, G.O. Bond		4.000%		11/15/2027		Aa3		790,000		873,392
Perinton, Public Impt., G.O. Bond		4.250%		12/15/2031		AA²		175,000		193,093
Pittsford Central School District, G.O Bond		4.000%		10/1/2021		Aa1		350,000		405,983
Pittsford Central School District, G.O. Bond	��	4.000%		10/1/2022		Aa1		600,000		697,038
Pleasantville Union Free School District, G.O. Bond		4.000%		5/1/2015		Aa2		530,000		578,447
Pleasantville Union Free School District, G.O. Bond		4.250%		5/1/2038		Aa2		500,000		516,860
Pleasantville Union Free School District, G.O. Bond		4.375%		5/1/2039		Aa2		500,000		519,285
Port Authority of New York & New Jersey, Revenue Bond		4.750%		7/15/2030		Aa2		495,000		542,267
Port Authority of New York & New Jersey, Revenue Bond		4.500%		10/15/2037		Aa2		400,000		421,320
Port Washington Union Free School District, G.O. Bond		3.000%		12/1/2014		Aa1		500,000		531,930
Port Washington Union Free School District, G.O. Bond		4.000%		12/1/2019		Aa1		250,000		254,035
Putnam County, Public Impt., G.O. Bond		2.000%		11/15/2014		Aa2		255,000		263,446
Queensbury Union Free School District, G.O. Bond		4.000%		12/15/2014		Aa2		300,000		324,843
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375%		5/1/2031		A1		435,000		454,592
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375%		5/1/2032		A1		510,000		532,216
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.500%		5/1/2033		A1		410,000		430,156
Ravena Coeymans Selkirk Central School District, G.O. Bond, AGM		4.250%		6/15/2014		Aa3		1,180,000		1,237,466
Rochester City, Series A, G.O. Bond, AMBAC		5.000%		8/15/2022		Aa3		95,000		116,743
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.375%		10/15/2030		AA²		1,000,000		1,046,350
Sachem Central School District of Holbrook, G.O. Bond, NATL		5.000%		6/15/2027		Aa2		1,000,000		1,046,100
Saratoga County Water Authority, Water Utility Impt., Revenue Bond		5.000%		9/1/2038		AA²		950,000		1,029,543
Saratoga County, Public Impt., Series A, G.O. Bond		4.750%		7/15/2036		Aa1		820,000		889,807
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.200%		7/15/2032		AA²		425,000		442,395
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.250%		7/15/2035		AA²		700,000		724,073
Saratoga Springs City School District, G.O. Bond		4.000%		6/15/2015		AA²		500,000		550,830

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Saratoga Springs City School District, G.O. Bond, AGM		5.000%		6/15/2020		Aa2	$	200,000	$	209,220
Scarsdale Union Free School District, G.O. Bond		4.000%		6/1/2015		Aaa		270,000		297,362
Schenectady County, Series A, G.O. Bond		3.000%		7/15/2013		Aa1		485,000		498,624
Schenectady County, Series A, G.O. Bond		2.000%		7/15/2014		Aa1		475,000		489,692
Schroon Lake Central School District, G.O. Bond, AGM		4.000%		6/15/2027		Aa3		490,000		541,269
Shenedehowa Central School District, G.O. Bond		4.000%		7/15/2020		AA²		475,000		548,777
Shenendehowa Central School District, G.O. Bond		2.500%		6/15/2014		AA²		280,000		289,377
Skaneateles Central School District, G.O. Bond		2.000%		6/15/2015		AA²		660,000		680,698
Skaneateles Central School District, G.O. Bond		4.000%		6/15/2015		AA²		280,000		305,962
Smithtown Central School District, G.O. Bond		3.000%		8/1/2013		Aa2		255,000		262,270
South Country Central School District at Brookhaven, G.O. Bond, AGM		4.000%		7/15/2027		AA²		750,000		782,310
South Glens Falls Central School District, Unrefunded Balance, G.O. Bond, FGRNA		5.375%		6/15/2018		A1		95,000		97,041
South Huntington Union Free School District, G.O. Bond		2.250%		3/15/2015		Aa1		250,000		261,255
South Orangetown Central School District, G.O. Bond		3.000%		8/1/2015		Aa2		230,000		244,485
Southampton Union Free School District, G.O. Bond		2.500%		6/1/2015		Aaa		950,000		1,004,141
Southampton, Public Impt., G.O. Bond		2.500%		4/15/2013		Aa1		255,000		259,508
Southampton, Public Impt., G.O. Bond		3.000%		4/15/2014		Aa1		525,000		549,391
Southold, Public Impt., G.O. Bond		2.000%		8/15/2013		Aa2		580,000		590,562
Spencerport Fire District, Public Impt., G.O. Bond, AGC		4.500%		11/15/2031		AA²		290,000		323,466
Spencerport Fire District, Public Impt., G.O. Bond, AGC		4.500%		11/15/2032		AA²		250,000		278,850
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500%		5/15/2031		A²		1,185,000		1,225,835
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500%		5/15/2032		A²		1,000,000		1,031,540
Suffolk County Water Authority, Revenue Bond, NATL		4.500%		6/1/2027		Baa2		1,160,000		1,218,267
Suffolk County Water Authority, Series A, Revenue Bond		4.500%		6/1/2030		AA²		640,000		695,840
Suffolk County Water Authority, Series A, Revenue Bond, NATL		4.500%		6/1/2032		Baa2		1,000,000		1,054,550
Suffolk County, Public Impt., Series B, G.O. Bond		3.000%		10/15/2014		A1		2,000,000		2,080,240
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250%		12/1/2028		A1		600,000		625,044
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250%		12/1/2029		A1		600,000		622,638
Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.250%		1/15/2030		Aa2		215,000		222,652

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.375%		1/15/2032		Aa2	$	1,090,000	$	1,129,251
Three Village Central School District Brookhaven & Smithtown, G.O. Bond		3.500%		5/1/2015		Aa2		1,000,000		1,080,330
Tompkins County, Public Impt., G.O. Bond		4.250%		12/15/2032		Aa1		300,000		311,652
Tompkins County, Series A, G.O. Bond, NATL		5.250%		2/15/2015		Aa1		315,000		339,466
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series A, Revenue Bond, NATL		4.750%		1/1/2019		AA²		300,000		343,011
Triborough Bridge & Tunnel Authority, General Purposes, Series B, Revenue Bond		5.000%		1/1/2014		AA²		900,000		960,390
Triborough Bridge & Tunnel Authority, General Purposes, Series B, Revenue Bond		5.000%		11/15/2020		Aa3		750,000		762,667
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000%		11/15/2038		Aa3		900,000		1,006,398
Union Endicott Central School District, G.O. Bond, FGRNA		4.125%		6/15/2014		A²		605,000		644,416
Union Endicott Central School District, G.O. Bond, FGRNA		4.125%		6/15/2015		A²		865,000		945,505
Victor Central School District, G.O. Bond		4.000%		6/15/2014		Aa2		290,000		308,453
Voorheesville Central School District, G.O. Bond		5.000%		6/15/2021		AA²		500,000		629,740
Warren County, Public Impt., G.O. Bond, AGM		4.000%		7/15/2020		AA²		500,000		557,815
Wayne County, Public Impt., G.O. Bond		3.000%		6/1/2021		Aa2		295,000		316,497
Webster Central School District, Series A, G.O. Bond		2.000%		10/15/2014		AA²		325,000		334,575
Webster Central School District, Series B, G.O. Bond		2.000%		10/15/2014		AA²		410,000		422,079
Westchester County, Public Impt., Series A, G.O. Bond		3.000%		1/15/2015		Aaa		500,000		532,695
Westchester County, Public Impt., Series B, G.O. Bond		3.700%		12/15/2015		Aaa		1,000,000		1,049,860
Westchester County, Series C, G.O. Bond		5.000%		11/1/2013		Aaa		200,000		212,802
White Plains City School District, Series B, G.O. Bond		4.650%		5/15/2031		Aa2		685,000		766,693
White Plains City, Public Impt., Series A, G.O. Bond		2.750%		9/15/2023		Aa1		330,000		346,170
William Floyd Union Free School District of the Mastics-Moriches-Shirley, G.O. Bond		2.250%		12/15/2014		AA²		400,000		414,652
Yorktown Central School District, G.O. Bond		4.000%		3/1/2025		AA²		370,000		402,527



TOTAL MUNICIPAL BONDS
(Identified Cost $151,748,204)										157,241,307

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENTS - 2.8%

Dreyfus BASIC New York Municipal Money Market Fund
(Identified Cost $4,569,339)		4,569,339	$	4,569,339

TOTAL INVESTMENTS - 99.1%
(Identified Cost $156,317,543)				161,810,646
OTHER ASSETS, LESS LIABILITIES - 0.9%				1,441,544

NET ASSETS - 100%			$	163,252,190

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

CIFG (CIFG North America, Inc.)

FGIC (Financial Guaranty Insurance Co.)

FGRNA (FGIC reinsured by NATL)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: NATL - 15.2%; AGM -10.7% .

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

New York Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $156,317,543) (Note 2)	$	161,810,646
Interest receivable		1,470,249
Receivable for fund shares sold		114,669


TOTAL ASSETS		163,395,564


LIABILITIES:

Accrued management fees (Note 3)		66,831
Accrued fund accounting and administration fees (Note 3)		19,876
Accrued transfer agent fees (Note 3)		1,008
Accrued directors’ fees (Note 3)		543
Accrued Chief Compliance Officer service fees (Note 3)		151
Payable for fund shares repurchased		23,477
Audit fees payable		18,633
Printing fees payable		8,948
Other payables and accrued expenses		3,907


TOTAL LIABILITIES		143,374


TOTAL NET ASSETS	$	163,252,190


NET ASSETS CONSIST OF:

Capital stock	$	152,204
Additional paid-in-capital		157,157,908
Undistributed net investment income		453,235
Accumulated net realized loss on investments		(4,260	)
Net unrealized appreciation on investments		5,493,103


TOTAL NET ASSETS	$	163,252,190


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($163,252,190/15,220,370 shares)	$	10.73

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

New York Tax Exempt Series

Statement of Operations

For the Year Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	1,878,317


EXPENSES:

Management fees (Note 3)		403,037
Fund accounting and administration fees (Note 3)		42,043
Transfer agent fees (Note 3)		2,353
Directors’ fees (Note 3)		1,818
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		4,916
Miscellaneous		26,565


Total Expenses		481,976

NET INVESTMENT INCOME		1,396,341


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		(2,270	)
Net change in unrealized appreciation (depreciation) on investments		1,271,565

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		1,269,295

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,665,636

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

New York Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,396,341		$	4,033,672
Net realized gain (loss) on investments		(2,270	)		1,958,406
Net change in unrealized appreciation on investments		1,271,565			6,312,571


Net increase from operations		2,665,636			12,304,649


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,208,115	)		(3,912,940	)
From net realized gain on investments		—			(1,975,445	)


Total distributions to shareholders		(1,208,115	)		(5,888,385	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		3,702,304			15,450,731


Net increase in net assets		5,159,825			21,866,995

NET ASSETS:

Beginning of period		158,092,365			136,225,370


End of period (including undistributed net investment income of $453,235 and $265,009,respectively)	$	163,252,190		$	158,092,365

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

New York Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12			FOR THE YEARS ENDED
	(UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.63		$	10.19		$	10.55		$	9.79		$	10.41		$	10.44

Income (loss) from investment operations:
Net investment income		0.09	¹		0.28	¹		0.36	¹		0.38	¹		0.38			0.37
Net realized and unrealized gain (loss) on investments		0.09			0.56			(0.32	)		0.82			(0.63	)		(0.01	)


Total from investment operations		0.18			0.84			0.04			1.20			(0.25	)		0.36


Less distributions to shareholders:
From net investment income		(0.08	)		(0.27	)		(0.39	)		(0.41	)		(0.36	)		(0.37	)
From net realized gain on investments		—			(0.13	)		(0.01	)		(0.03	)		(0.01	)		(0.02	)


Total distributions to shareholders		(0.08	)		(0.40	)		(0.40	)		(0.44	)		(0.37	)		(0.39	)


Net asset value - End of period	$	10.73		$	10.63		$	10.19		$	10.55		$	9.79		$	10.41


Net assets - End of period (000’s omitted)	$	163,252		$	158,092		$	136,225		$	110,532		$	97,202		$	111,704


Total return²		1.70	%		8.37	%		0.32	%		12.46	%		(2.37	%)		3.44	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.60	%³		0.61	%		0.61	%		0.64	%		0.64	%		0.65	%
Net investment income		1.73	%³		2.66	%		3.41	%		3.64	%		3.71	%		3.66	%
Portfolio turnover		3	%		48	%		7	%		10	%		11	%		7	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

New York Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as New York Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	157,241,307	$	—	$	157,241,307	$	—
Mutual funds		4,569,339		4,569,339		—		—

Total assets	$	161,810,646	$	4,569,339	$	157,241,307	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Distributions of Income and Gains

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2013, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

4.	Purchases and Sales Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $9,112,168 and $4,075,000, respectively. There were no purchases or sales of U.S. Government securities.

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of New York Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		954,187		$	10,233,715			2,710,969		$	28,225,077
Reinvested		106,069			1,133,868			533,767			5,631,412
Repurchased		(714,149	)		(7,665,279	)		(1,735,257	)		(18,405,758	)

Total		346,107		$	3,702,304			1,509,479		$	15,450,731

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

6.	Financial Instruments

7.	Concentration of Credit

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

8.	Federal Income Tax Information


Ordinary income	$	79,163
Tax exempt income		3,913,194
Long-term capital gains		1,896,028

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	156,317,543
Unrealized appreciation		5,537,353
Unrealized depreciation		(44,250	)

Net unrealized appreciation	$	5,493,103

{This page intentionally left blank}

New York Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNNYT-06/12-SAR

LOGO

CORE BOND SERIES

www.manning-napier.com

Core Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,049.80	$3.57
Hypothetical (5% return before expenses)	$1,000.00	$1,021.38	$3.52

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.70%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Core Bond Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 82.2%

Convertible Corporate Bonds - 0.9%
Health Care - 0.1%
Health Care Equipment & Supplies - 0.1%
Medtronic, Inc., 1.625%, 4/15/2013		A1	$	120,000	$	120,300


Information Technology - 0.8%
Computers & Peripherals - 0.8%
EMC Corp., 1.75%, 12/1/2013		A²		870,000		1,415,925


Total Convertible Corporate Bonds
(Identified Cost $1,451,480)						1,536,225

Non-Convertible Corporate Bonds - 81.3%
Consumer Discretionary - 11.2%
Hotels, Restaurants & Leisure - 2.0%
International Game Technology, 7.50%, 6/15/2019		Baa2		1,750,000		2,085,382
Yum! Brands, Inc., 3.875%, 11/1/2020		Baa3		1,250,000		1,343,334


						3,428,716


Household Durables - 2.0%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		Baa3		1,345,000		1,455,108
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		2,000,000		2,071,924


						3,527,032


Media - 3.8%
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		1,280,000		1,416,506
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		1,275,000		1,440,469
NBCUniversal Media LLC, 5.15%, 4/30/2020		Baa2		1,540,000		1,768,029
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		1,110,000		1,241,930
The Walt Disney Co., 5.50%, 3/15/2019		A2		500,000		604,593


						6,471,527


Multiline Retail - 0.7%
Target Corp., 6.00%, 1/15/2018		A2		670,000		820,552
Target Corp., 3.875%, 7/15/2020		A2		335,000		369,083


						1,189,635


Specialty Retail - 2.4%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		Baa3		1,415,000		1,481,723
The Home Depot, Inc., 5.40%, 3/1/2016		A3		1,065,000		1,227,758
Lowe’s Companies, Inc., 6.10%, 9/15/2017		A3		745,000		891,264
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		Baa3		500,000		537,507


						4,138,252


Textiles, Apparel & Luxury Goods - 0.3%
VF Corp., 5.95%, 11/1/2017		A3		485,000		574,492


Total Consumer Discretionary						19,329,654

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples - 2.7%
Beverages - 0.6%
PepsiCo, Inc., 7.90%, 11/1/2018		Aa3	$	775,000	$	1,035,395

Food Products - 2.1%
General Mills, Inc., 5.65%, 2/15/2019		Baa1		765,000		923,406
Grupo Bimbo S.A.B. de C.V. (Mexico)³, 4.875%, 6/30/2020		Baa2		500,000		551,198
Kraft Foods, Inc., 6.125%, 2/1/2018		Baa2		565,000		677,049
Kraft Foods, Inc., 5.375%, 2/10/2020		Baa2		680,000		804,681
Tyson Foods, Inc., 4.50%, 6/15/2022		Baa3		650,000		669,500


						3,625,834


Total Consumer Staples						4,661,229


Energy - 5.5%
Energy Equipment & Services - 3.1%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		620,000		818,752
Schlumberger Oilfield plc (United Kingdom)³, 4.20%, 1/15/2021		A1		1,465,000		1,642,048
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		Baa2		2,295,000		2,990,945


						5,451,745

Oil, Gas & Consumable Fuels - 2.4%
Apache Corp., 6.90%, 9/15/2018		A3		630,000		791,383
Petrobras International Finance Co. (Cayman Islands), 5.375%, 1/27/2021		A3		2,000,000		2,155,542
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019		Aa1		1,000,000		1,160,323


						4,107,248


Total Energy						9,558,993

Financials - 30.8%
Capital Markets - 9.0%
The Charles Schwab Corp., 4.45%, 7/22/2020		A2		1,320,000		1,463,891
Credit Suisse AG (Switzerland)³, 2.60%, 5/27/2016		Aaa		1,205,000		1,237,980
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A3		690,000		748,015
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3		935,000		962,510
The Goldman Sachs Group, Inc., 5.25%, 7/27/2021		A3		750,000		761,863
Jefferies Group, Inc., 8.50%, 7/15/2019		Baa2		3,245,000		3,520,825
Merrill Lynch & Co., Inc., 6.05%, 8/15/2012		Baa2		1,200,000		1,206,600
Morgan Stanley, 5.55%, 4/27/2017		Baa1		1,727,000		1,744,906
Morgan Stanley, 7.30%, 5/13/2019		Baa1		1,620,000		1,749,987
Morgan Stanley, 5.75%, 1/25/2021		Baa1		1,500,000		1,479,063
Morgan Stanley, 5.50%, 7/28/2021		Baa1		750,000		738,943


						15,614,583

Commercial Banks - 6.5%
Bank of Montreal (Canada)³, 1.30%, 10/31/2014		Aaa		400,000		405,412

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Bank of Nova Scotia (Canada)³, 1.65%, 10/29/2015		Aaa	$	500,000	$	511,217
Intesa Sanpaolo S.p.A. (Italy)³, 6.50%, 2/24/2021		A3		770,000		673,266
KeyBank National Association, 5.45%, 3/3/2016		Baa1		1,050,000		1,165,819
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3		1,480,000		1,729,208
National Bank of Canada (Canada)³, 2.20%, 10/19/2016		Aaa		800,000		834,322
National City Corp., 6.875%, 5/15/2019		Baa1		500,000		603,465
PNC Bank National Association, 5.25%, 1/15/2017		A3		880,000		980,151
Royal Bank of Canada (Canada)³, 3.125%, 4/14/2015		Aaa		500,000		529,521
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2		750,000		724,765
Santander Issuances S.A. Unipersonal (Spain)³, 5.911%, 6/20/2016		Baa3		750,000		692,423
The Toronto-Dominion Bank (Canada)³, 2.20%, 7/29/2015		Aaa		500,000		520,319
The Toronto-Dominion Bank (Canada)³, 1.625%, 9/14/2016		Aaa		400,000		407,422
Wachovia Bank National Association, 5.60%, 3/15/2016		A1		450,000		503,631
Wachovia Corp., 5.25%, 8/1/2014		A3		945,000		1,008,099


						11,289,040

Consumer Finance - 0.9%
American Express Co., 8.125%, 5/20/2019		A3		1,090,000		1,451,447

Diversified Financial Services - 4.8%
Bank of America Corp., 5.65%, 5/1/2018		Baa2		745,000		796,623
Bank of America Corp., 7.625%, 6/1/2019		Baa2		1,150,000		1,352,263
Bank of America Corp.⁴, 5.13%, 2/24/2026		Baa2		1,415,000		1,386,931
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A2		685,000		818,937
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		2,110,000		2,605,915
JPMorgan Chase & Co., 6.30%, 4/23/2019		A2		1,180,000		1,379,104


						8,339,773

Insurance - 2.3%
American International Group, Inc., 4.25%, 5/15/2013		Baa1		660,000		673,176
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		1,575,000		1,701,386
Genworth Financial, Inc., 7.625%, 9/24/2021		Baa3		1,690,000		1,596,769


						3,971,331

Real Estate Investment Trusts (REITS) - 7.3%
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		740,000		761,720
Boston Properties LP, 5.875%, 10/15/2019		Baa2		935,000		1,077,825
Boston Properties LP, 5.625%, 11/15/2020		Baa2		300,000		344,914
Camden Property Trust, 5.70%, 5/15/2017		Baa1		780,000		875,658
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,305,000		1,437,481
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2		45,000		47,903
HCP, Inc., 6.70%, 1/30/2018		Baa2		1,315,000		1,526,869
Health Care REIT, Inc., 6.20%, 6/1/2016		Baa2		375,000		412,782

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2	$	990,000	$	1,038,405
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2		735,000		901,021
National Retail Properties, Inc., 6.875%, 10/15/2017		Baa2		890,000		1,007,378
Simon Property Group LP, 10.35%, 4/1/2019		A3		990,000		1,388,778
UDR, Inc., 4.625%, 1/10/2022		Baa2		1,600,000		1,694,627


						12,515,361


Total Financials						53,181,535

Health Care - 3.4%
Biotechnology - 0.6%
Amgen, Inc., 5.85%, 6/1/2017		Baa1		500,000		589,229
Amgen, Inc., 3.45%, 10/1/2020		Baa1		370,000		383,158


						972,387

Health Care Equipment & Supplies - 0.4%
CR Bard, Inc., 4.40%, 1/15/2021		A3		655,000		741,440

Health Care Providers & Services - 0.7%
UnitedHealth Group, Inc., 4.70%, 2/15/2021		A3		1,000,000		1,152,726

Life Sciences Tools & Services - 0.4%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		A3		600,000		684,337

Pharmaceuticals - 1.3%
Abbott Laboratories, 5.60%, 11/30/2017		A1		675,000		816,109
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019		Aa2		1,215,000		1,448,551


						2,264,660


Total Health Care						5,815,550

Industrials - 11.3%
Aerospace & Defense - 2.5%
The Boeing Co., 6.00%, 3/15/2019		A2		870,000		1,087,619
Honeywell International, Inc., 5.30%, 3/1/2018		A2		690,000		822,524
Textron, Inc., 4.625%, 9/21/2016		Baa3		900,000		971,435
Textron, Inc., 7.25%, 10/1/2019		Baa3		1,245,000		1,465,349


						4,346,927

Air Freight & Logistics - 0.6%
FedEx Corp., 8.00%, 1/15/2019		Baa1		790,000		1,041,260

Airlines - 1.1%
Continental Airlines Pass-Through Trust, Series 1997-4, Class A, 6.90%, 1/2/2018		Baa2		252,755		266,025
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		Baa2		150,251		161,520

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-1, Class A, 6.20%, 7/2/2018		Baa2	$	449,642	$	486,738
Southwest Airlines Co., 5.25%, 10/1/2014		Baa3		910,000		984,919


						1,899,202

Commercial Services & Supplies - 0.6%
Waste Management, Inc., 7.375%, 3/11/2019		Baa3		830,000		1,047,804

Industrial Conglomerates - 1.8%
General Electric Capital Corp., 5.625%, 5/1/2018		A1		350,000		402,339
General Electric Capital Corp., 5.50%, 1/8/2020		A1		320,000		366,252
General Electric Capital Corp., 5.30%, 2/11/2021		A2		750,000		841,786
General Electric Co., 5.25%, 12/6/2017		Aa3		370,000		432,065
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021		Baa2		975,000		1,066,326


						3,108,768

Machinery - 2.8%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2		1,095,000		1,412,501
John Deere Capital Corp., 5.50%, 4/13/2017		A2		225,000		267,654
John Deere Capital Corp., 5.75%, 9/10/2018		A2		1,245,000		1,511,012
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		650,000		713,573
Kennametal, Inc., 3.875%, 2/15/2022		Baa2		840,000		864,284


						4,769,024

Road & Rail - 1.9%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		Baa3		1,595,000		1,647,283
Union Pacific Corp., 5.65%, 5/1/2017		Baa2		705,000		815,646
Union Pacific Corp., 2.95%, 1/15/2023		Baa2		900,000		902,368


						3,365,297


Total Industrials						19,578,282

Information Technology - 4.4%
Computers & Peripherals - 1.2%
Dell, Inc., 5.875%, 6/15/2019		A2		1,055,000		1,241,240
Hewlett-Packard Co., 5.50%, 3/1/2018		A3		680,000		769,271


						2,010,511

Electronic Equipment, Instruments & Components - 1.1%
Amphenol Corp., 4.00%, 2/1/2022		Baa2		500,000		509,367
Corning, Inc., 6.625%, 5/15/2019		A3		650,000		792,399
Corning, Inc., 4.25%, 8/15/2020		A3		500,000		553,798


						1,855,564

IT Services - 0.6%
The Western Union Co., 5.253%, 4/1/2020		A3		945,000		1,087,500

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Office Electronics - 0.6%
Xerox Corp.⁵, 1.868%, 9/13/2013		Baa2	$	1,100,000	$	1,107,692

Software - 0.9%
Oracle Corp., 5.00%, 7/8/2019		A1		700,000		831,151
Oracle Corp., 3.875%, 7/15/2020		A1		675,000		755,672


						1,586,823


Total Information Technology						7,648,090

Materials - 8.8%
Chemicals - 1.1%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		A2		885,000		1,099,793
Eastman Chemical Co., 3.60%, 8/15/2022		Baa2		855,000		872,040


						1,971,833

Metals & Mining - 6.3%
Alcoa, Inc., 5.87%, 2/23/2022		Baa3		1,635,000		1,682,109
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3		1,625,000		1,795,170
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021		Baa3		2,225,000		2,106,000
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		810,000		1,031,080
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		Baa3		1,505,000		1,483,767
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		Baa3		840,000		826,458
Rio Tinto Finance USA Ltd. (Australia), 3.75%, 9/20/2021		A3		1,000,000		1,074,088
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		845,000		839,429


						10,838,101

Paper & Forest Products - 1.4%
International Paper Co., 7.50%, 8/15/2021		Baa3		1,885,000		2,404,399


Total Materials						15,214,333

Telecommunication Services - 1.3%
Diversified Telecommunication Services - 0.4%
Verizon Communications, Inc., 3.00%, 4/1/2016		A3		745,000		791,880

Wireless Telecommunication Services - 0.9%
Crown Castle Towers LLC³, 6.113%, 1/15/2020		A2		745,000		862,424
Crown Castle Towers LLC³, 4.883%, 8/15/2020		A2		250,000		271,429
SBA Tower Trust³, 5.101%, 4/17/2017		A2		375,000		410,816


						1,544,669


Total Telecommunication Services						2,336,549

Utilities - 1.9%
Electric Utilities - 1.7%
Exelon Generation Co. LLC, 5.35%, 1/15/2014		Baa1		580,000		614,362
Exelon Generation Co. LLC, 6.20%, 10/1/2017		Baa1		350,000		403,519
Exelon Generation Co. LLC, 4.00%, 10/1/2020		Baa1		865,000		870,397

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Electric Utilities (continued)
Southwestern Electric Power Co., 6.45%, 1/15/2019		Baa3	$	855,000	$	1,031,498


						2,919,776

Multi-Utilities - 0.2%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		Baa2		335,000		352,062


Total Utilities						3,271,838

Total Non-Convertible Corporate Bonds (Identified Cost $129,340,953)						140,596,053


TOTAL CORPORATE BONDS (Identified Cost $130,792,433)						142,132,278


PREFERRED STOCKS - 1.7%

Financials - 1.7%
Commercial Banks - 1.2%
BB&T Corp., Series D (non-cumulative), 5.85%		Baa2		34,120		895,650
PNC Financial Services Group, Inc., Series K (non-cumulative), 8.25%⁶		Baa3		290		299,561
U.S. Bancorp., Series F (non-cumulative), 6.50%^6,7		A3		32,800		937,424


						2,132,635

Real Estate Investment Trusts (REITS) - 0.5%
Public Storage, Series Q, 6.50%		Baa1		29,910		847,949

TOTAL PREFERRED STOCKS (Identified Cost $2,696,002)						2,980,584


ASSET-BACKED SECURITIES - 0.7%
FDIC Trust, Series 2011-R1, Class A³, 2.672%, 7/25/2026		Aaa	$	221,965		223,629
Ford Credit Auto Owner Trust, Series 2008-C, Class A4B⁵, 1.999%, 4/15/2013		Aaa		2,220		2,222
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2³, 5.29%, 3/25/2016		Aaa		370,000		406,149
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2³, 3.74%, 2/25/2017		Aaa		595,000		639,101

TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,188,951)						1,271,101


COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.0%
American Tower Trust, Series 2007-1A, Class AFX³, 5.42%, 4/15/2037		Aaa		400,000		424,324
Americold LLC Trust, Series 2010-ARTA, Class A1³, 3.847%, 1/14/2029 .		AAA²		88,658		94,462
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.727%, 5/10/2045		AAA²		200,000		228,014

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa	$	100,000	$	112,726
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa		160,000		176,288
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.718%, 9/11/2038		Aaa		200,000		227,183
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA²		300,000		341,635
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2³, 3.759%, 4/15/2044		Aaa		60,000		63,988
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁵, 5.219%, 7/15/2044		Aaa		280,000		311,591
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.73%, 3/15/2049		Aaa		110,000		125,331
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁵, 5.749%, 6/10/2046		AAA²		155,000		174,526
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1³, 3.156%, 7/10/2046		Aaa		255,956		268,282
FREMF Mortgage Trust, Series 2011-K701, Class B^3,5, 4.436%, 7/25/2048		A²		160,000		160,163
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A4⁵, 5.874%, 7/10/2038		Aaa		415,000		473,029
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁵, 5.284%, 1/12/2043		Aaa		650,000		709,415
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.195%, 12/15/2044		Aaa		325,000		363,584
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.871%, 4/15/2045		Aaa		435,000		496,407
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3³, 4.07%, 11/15/2043		AAA²		200,000		218,226
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.869%, 6/15/2038		Aaa		275,000		313,873
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A³, 3.913%, 6/25/2043		Aaa		72,135		75,739
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		Aaa		125,000		141,274
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁵, 5.211%, 11/14/2042		Aaa		100,000		110,994
OBP Depositor LLC Trust, Series 2010-OBP, Class A³, 4.646%, 7/15/2045		AAA²		100,000		114,164
Vornado DP LLC, Series 2010-VNO, Class A2FX³, 4.004%, 9/13/2028		AAA²		245,000		266,804
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.215%, 10/15/2044		Aaa		150,000		165,169
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.736%, 5/15/2043		Aaa		115,000		130,709

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		Aaa	$	280,000	$	319,266
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2³, 4.393%, 11/15/2043		Aaa		275,000		300,261


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $6,573,370)						6,907,427


FOREIGN GOVERNMENT BONDS - 0.7%

Republic of Italy (Italy), 2.125%, 10/5/2012 (Identified Cost $1,182,833)		WR⁸		1,190,000		1,185,599


MUNICIPAL BONDS - 0.8%
Monroe County Water Authority, Water Utility Impt., Revenue Bond, 6.339%, 8/1/2035		Aa2		500,000		679,815
New York City, Public Impt., G.O. Bond, 6.646%, 12/1/2031		Aa2		500,000		609,380


TOTAL MUNICIPAL BONDS (Identified Cost $1,000,000)						1,289,195


U.S. GOVERNMENT AGENCIES - 5.8%

Mortgage-Backed Securities - 5.8%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021				1,138,192		1,246,813
Fannie Mae, Pool #995233, 5.50%, 10/1/2021				84,888		92,989
Fannie Mae, Pool #888017, 6.00%, 11/1/2021				99,025		108,875
Fannie Mae, Pool #995329, 5.50%, 12/1/2021				726,218		795,523
Fannie Mae, Pool #888136, 6.00%, 12/1/2021				127,939		140,664
Fannie Mae, Pool #888810, 5.50%, 11/1/2022				1,274,047		1,395,632
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024				76,252		83,386
Fannie Mae, Pool #995876, 6.00%, 11/1/2038				1,816,250		2,001,505
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040				1,341,745		1,477,498
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020				415,277		454,576
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022				125,060		137,403
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022				88,631		97,379
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023				72,134		79,186
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023				127,669		142,619
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037				229,329		251,681
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038				66,317		72,162
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038				121,255		132,168
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040				738,809		810,820
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040				483,059		530,141


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $9,844,689)						10,051,020

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

Core Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENTS - 3.8%

Dreyfus Cash Management, Inc. - Institutional Shares⁹, 0.09%,
(Identified Cost $6,541,961)		6,541,961	$	6,541,961

TOTAL INVESTMENTS - 99.7%
(Identified Cost $159,820,239)				172,359,165
OTHER ASSETS, LESS LIABILITIES - 0.3%				543,885

NET ASSETS - 100%			$	172,903,050

G.O. Bond - General Obligation Bond

Impt. - Improvement

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $12,805,089, or 7.4%, of the Series’ net assets as of June 30, 2012 (see Note 2 to the financial statements).

⁴Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of June 30, 2012.

⁵The coupon rate is floating and is the effective rate as of June 30, 2012.

⁶The rate shown is a fixed rate as of June 30, 2012; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2013 to 2022.

⁷Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁸Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

⁹Rate shown is the current yield as of June 30, 2012.

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

Core Bond Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $159,820,239) (Note 2)	$	172,359,165
Interest receivable		2,122,404
Dividends receivable		13,694


TOTAL ASSETS		174,495,263


LIABILITIES:

Accrued management fees (Note 3)		84,431
Accrued fund accounting and administration fees (Note 3)		17,304
Accrued transfer agent fees (Note 3)		558
Accrued directors’ fees (Note 3)		494
Accrued Chief Compliance Officer service fees (Note 3)		152
Payable for securities purchased		1,463,480
Other payables and accrued expenses		25,794


TOTAL LIABILITIES		1,592,213


TOTAL NET ASSETS	$	172,903,050


NET ASSETS CONSIST OF:

Capital stock	$	150,993
Additional paid-in-capital		159,299,048
Undistributed net investment income		948,018
Accumulated net realized loss on investments		(33,935	)
Net unrealized appreciation on investments		12,538,926


TOTAL NET ASSETS	$	172,903,050


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($172,903,050/15,099,346 shares)	$	11.45

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

Core Bond Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	3,563,993
Dividends		179,469


Total Investment Income		3,743,462


EXPENSES:

Management fees (Note 3)		506,164
Fund accounting and administration fees (Note 3)		36,214
Directors’ fees (Note 3)		1,881
Transfer agent fees (Note 3)		1,853
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		5,283
Miscellaneous		35,674


Total Expenses		588,313


NET INVESTMENT INCOME		3,155,149


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		166,914
Net change in unrealized appreciation (depreciation) on investments		4,799,940


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		4,966,854


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	8,122,003

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

Core Bond Series

Statement of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,155,149		$	5,996,410
Net realized gain (loss) on investments		166,914			1,133,109
Net change in unrealized appreciation (depreciation) on investments		4,799,940			1,294,303


Net increase from operations		8,122,003			8,423,822


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(2,237,101	)		(6,177,113	)
From net realized gain on investments		—			(963,693	)


Total distributions to shareholders		(2,237,101	)		(7,140,806	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		2,932,520			48,744,598


Net increase in net assets		8,817,422			50,027,614

NET ASSETS:

Beginning of period		164,085,628			114,058,014


End of period (including undistributed net investment income of $948,018 and $29,970, respectively)	$	172,903,050		$	164,085,628

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

Core Bond Series

Financial Highlights


	FOR THE SIX			FOR THE YEARS ENDED
	MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.05		$	10.94		$	10.38		$	9.69		$	10.05		$	9.98

Income (loss) from investment operations:
Net investment income		0.21	¹		0.44	¹		0.45	¹		0.49	¹		0.45			0.42
Net realized and unrealized gain (loss) on investments		0.34			0.18			0.48			0.62			(0.30	)		0.13


Total from investment operations		0.55			0.62			0.93			1.11			0.15			0.55


Less distributions to shareholders:
From net investment income		(0.15	)		(0.44	)		(0.37	)		(0.42	)		(0.46	)		(0.42	)
From net realized gain on investments		—			(0.07	)		—			—			(0.05	)		(0.06	)


Total distributions to shareholders		(0.15	)		(0.51	)		(0.37	)		(0.42	)		(0.51	)		(0.48	)


Net asset value - End of period	$	11.45		$	11.05		$	10.94		$	10.38		$	9.69		$	10.05


Net assets - End of period (000’s omitted)	$	172,903		$	164,086		$	114,058		$	76,601		$	53,071		$	49,909


Total return²		4.98	%		5.68	%		8.97	%		11.46	%		1.66	%		5.58	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.70	%³		0.71	%		0.76	%		0.79	%		0.80	%		0.80	%
Net investment income		3.74	%³		3.91	%		4.10	%		4.84	%		4.73	%		4.21	%
Portfolio turnover		10	%		18	%		23	%		67	%		53	%		346	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.00	%⁴		0.00	%⁴		0.03	%		0.04	%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

Core Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term total return by investing primarily in fixed income securities.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 125 million have been designated as Core Bond Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service that utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings).

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred Securities:
Financials	$	2,980,584	$	1,743,599	$	1,236,985	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		10,051,020		—		10,051,020		—
States and political subdivisions (municipals)		1,289,195		—		1,289,195		—
Corporate Debt:
Consumer Discretionary		19,329,654		—		19,329,654		—
Consumer Staples		4,661,229		—		4,661,229		—
Energy		9,558,993		—		9,558,993		—
Financials		53,181,535		—		53,181,535		—
Health Care		5,815,550		—		5,815,550		—
Industrials		19,578,282		—		19,578,282		—
Information Technology		7,648,090		—		7,648,090		—
Materials		15,214,333		—		15,214,333		—
Telecommunication Services		2,336,549		—		2,336,549		—
Utilities		3,271,838		—		3,271,838		—
Convertible corporate debt:
Health Care		120,300		—		120,300		—
Information Technology		1,415,925		—		1,415,925		—
Asset-backed securities		1,271,101		—		1,271,101		—
Commercial mortgage-backed securities		6,907,427		—		6,907,427		—
Foreign government bonds		1,185,599		—		1,185,599		—
Mutual funds		6,541,961		6,541,961		—		—

Total assets	$	172,359,165	$	8,285,560	$	164,073,605	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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.

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

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2012.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on June 30, 2012.

Restricted Securities

Illiquid Securities

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series’ average daily net assets.

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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 April 30, 2013, 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 0.80% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $23,567,859 and $15,825,777, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Core Bond Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		626,540		$	7,205,039			4,653,992		$	51,537,767
Reinvested		194,552			2,221,782			639,771			7,046,886
Repurchased		(566,476	)		(6,494,301	)		(871,679	)		(9,840,055	)

Total		254,616		$	2,932,520			4,422,084		$	48,744,598

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

6.	Financial Instruments

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

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 June 30, 2012.

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	6,177,402
Long-term capital gains		963,404

For the period ended December 31, 2011, the Series elected to defer to January 1, 2012, $59,040 and $141,810 of short-term and long-term capital losses, respectively, attributable to post-October losses.


Cost for federal income tax purposes	$	159,820,239
Unrealized appreciation		13,038,249
Unrealized depreciation		(499,323	)

Net unrealized appreciation	$	12,538,926

Core Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCOB-6/12-SAR

LOGO

CORE PLUS BOND SERIES

www.manning-napier.com

Core Plus Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,054.40	$3.83
Hypothetical (5% return before expenses)	$1,000.00	$1,021.13	$3.77

*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 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Core Plus Bond Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 81.5%

Convertible Corporate Bonds - 1.3%
Financials - 0.5%
Real Estate Investment Trusts (REITS) - 0.5%
BioMed Realty LP², 3.75%, 1/15/2030		WR³	$	2,375,000	$	2,763,906

Health Care - 0.1%
Health Care Equipment & Supplies - 0.1%
Alere, Inc., 3.00%, 5/15/2016		B⁴		655,000		587,863

Information Technology - 0.5%
Computers & Peripherals - 0.5%
EMC Corp., 1.75%, 12/1/2013		A⁴		1,685,000		2,742,337

Materials - 0.2%
Containers & Packaging - 0.2%
Owens-Brockway Glass Container, Inc.², 3.00%, 6/1/2015		Ba3		1,510,000		1,442,050

Total Convertible Corporate Bonds
(Identified Cost $6,929,427)						7,536,156

Non-Convertible Corporate Bonds - 80.2%
Consumer Discretionary - 11.0%
Auto Components - 0.2%
UCI International, Inc., 8.625%, 2/15/2019		B3		1,000,000		1,006,250

Hotels, Restaurants & Leisure - 1.8%
Choice Hotels International, Inc., 5.70%, 8/28/2020		Baa3		730,000		751,977
International Game Technology, 7.50%, 6/15/2019		Baa2		5,505,000		6,560,017
Yum! Brands, Inc., 3.875%, 11/1/2020		Baa3		3,295,000		3,541,028

						10,853,022

Household Durables - 0.8%
Taylor Morrison Communities, Inc. - Monarch Communities, Inc.², 7.75%, 4/15/2020		B2		700,000		731,500
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		4,000,000		4,143,848

						4,875,348

Media - 4.5%
Cablevision Systems Corp., 8.625%, 9/15/2017		B1		605,000		674,575
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		4,710,000		5,212,298
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		4,875,000		5,507,678
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		B3		370,000		394,050
Nara Cable Funding Ltd. (Ireland)², 8.875%, 12/1/2018		B1		980,000		842,800
NBCUniversal Media LLC, 5.15%, 4/30/2020		Baa2		5,510,000		6,325,871
Sirius XM Radio, Inc.², 8.75%, 4/1/2015		B2		650,000		731,250
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		4,110,000		4,598,498
UPCB Finance III Ltd. (Cayman Islands)², 6.625%, 7/1/2020		Ba3		990,000		1,004,850
UPCB Finance VI Ltd. (Cayman Islands)², 6.875%, 1/15/2022		Ba3		910,000		928,200

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		�� PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
XM Satellite Radio, Inc.², 7.625%, 11/1/2018		B2	$	865,000	$	929,875

						27,149,945

Multiline Retail - 0.6%
Target Corp., 6.00%, 1/15/2018		A2		3,225,000		3,949,670


Specialty Retail - 2.4%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		Baa3		1,650,000		1,727,804
The Home Depot, Inc., 5.40%, 3/1/2016		A3		4,325,000		4,985,964
Lowe’s Companies, Inc., 6.10%, 9/15/2017		A3		3,175,000		3,798,338
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		Baa3		2,500,000		2,687,535
Rent-A-Center, Inc., 6.625%, 11/15/2020		Ba3		1,000,000		1,065,000
Toys R Us Property Co. II LLC, 8.50%, 12/1/2017		Ba1		345,000		359,231

						14,623,872

Textiles, Apparel & Luxury Goods - 0.7%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		Ba3		700,000		672,000
VF Corp., 5.95%, 11/1/2017		A3		2,815,000		3,334,421

						4,006,421

Total Consumer Discretionary						66,464,528


Consumer Staples - 1.8%
Beverages - 0.4%
Beam, Inc., 5.375%, 1/15/2016		Baa2		813,000		904,217
Constellation Brands, Inc., 7.25%, 9/1/2016		Ba1		650,000		736,125
PepsiCo, Inc., 7.90%, 11/1/2018		Aa3		713,000		952,563

						2,592,905

Food Products - 1.2%
Kraft Foods, Inc., 6.125%, 2/1/2018		Baa2		3,610,000		4,325,921
Minerva Luxembourg S.A. (Luxembourg)², 12.25%, 2/10/2022		B2		640,000		665,600
Tyson Foods, Inc., 4.50%, 6/15/2022		Baa3		2,350,000		2,420,500

						7,412,021

Household Products - 0.0%*
The Procter & Gamble Co., 4.85%, 12/15/2015		Aa3		25,000		28,338

Personal Products - 0.2%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		B2		990,000		1,059,300

Total Consumer Staples						11,092,564

Energy - 6.3%
Energy Equipment & Services - 3.1%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		3,155,000		4,166,392
Calfrac Holdings LP², 7.50%, 12/1/2020		B1		1,405,000		1,341,775

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Petroleum Geo-Services ASA (Norway)², 7.375%, 12/15/2018		Ba2	$	1,000,000	$	1,027,500
Schlumberger Oilfield plc (United Kingdom)², 4.20%, 1/15/2021		A1		2,630,000		2,947,841
SESI LLC, 6.375%, 5/1/2019		Ba3		710,000		743,725
Thermon Industries, Inc., 9.50%, 5/1/2017		B1		592,000		651,200
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		Baa2		6,175,000		8,047,532

						18,925,965

Oil, Gas & Consumable Fuels - 3.2%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		Baa3		5,825,000		6,610,082
Chaparral Energy, Inc., 8.25%, 9/1/2021		B3		605,000		639,787
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.², 6.625%, 11/15/2019		Ba3		1,325,000		1,192,500
Energy XXI Gulf Coast, Inc., 9.25%, 12/15/2017		B3		650,000		695,500
PBF Holding Co. LLC - PBF Finance Corp.², 8.25%, 2/15/2020		Ba3		980,000		977,550
Petrobras International Finance Co. (Cayman Islands), 5.375%, 1/27/2021		A3		6,900,000		7,436,620
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		Ba3		750,000		780,000
Tesoro Corp., 9.75%, 6/1/2019		Ba1		615,000		694,950

						19,026,989

Total Energy						37,952,954

Financials - 32.1%
Capital Markets - 8.0%
Credit Suisse AG (Switzerland)², 2.60%, 5/27/2016		Aaa		4,295,000		4,412,550
GFI Group, Inc., 8.375%, 7/19/2018		Ba2		1,205,000		1,012,200
Goldman Sachs Capital II⁵, 4.00%, 6/1/2043		Ba2		4,205,000		2,846,869
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A3		3,385,000		3,669,611
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3		4,510,000		4,642,698
Jefferies Group, Inc., 8.50%, 7/15/2019		Baa2		6,925,000		7,513,625
Merrill Lynch & Co., Inc., 6.05%, 8/15/2012		Baa2		4,300,000		4,323,650
Morgan Stanley, 5.55%, 4/27/2017		Baa1		3,544,000		3,580,744
Morgan Stanley, 7.30%, 5/13/2019		Baa1		4,310,000		4,655,830
Morgan Stanley, 5.50%, 1/26/2020		Baa1		4,485,000		4,392,699
Morgan Stanley, 5.75%, 1/25/2021		Baa1		5,400,000		5,324,627
Morgan Stanley, 5.50%, 7/28/2021		Baa1		2,320,000		2,285,796

						48,660,899

Commercial Banks - 7.7%
Bank of Montreal (Canada)², 1.30%, 10/31/2014		Aaa		1,400,000		1,418,943
Bank of Nova Scotia (Canada)², 1.65%, 10/29/2015		Aaa		3,000,000		3,067,302
CIT Group, Inc., 5.25%, 3/15/2018		B1		1,000,000		1,032,500
Intesa Sanpaolo S.p.A. (Italy)², 6.50%, 2/24/2021		A3		2,770,000		2,422,008

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
KeyBank National Association, 5.45%, 3/3/2016		Baa1	$	4,640,000	$	5,151,811
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3		5,665,000		6,618,895
National Bank of Canada (Canada)², 2.20%, 10/19/2016		Aaa		2,700,000		2,815,838
National City Corp., 6.875%, 5/15/2019		Baa1		1,920,000		2,317,308
PNC Bank National Association, 5.25%, 1/15/2017		A3		5,640,000		6,281,877
Royal Bank of Canada (Canada)², 3.125%, 4/14/2015		Aaa		3,000,000		3,177,129
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2		750,000		724,765
Santander Issuances S.A. Unipersonal (Spain)², 5.911%, 6/20/2016		Baa3		2,650,000		2,446,560
The Toronto-Dominion Bank (Canada)², 2.20%, 7/29/2015		Aaa		3,000,000		3,121,914
The Toronto-Dominion Bank (Canada)², 1.625%, 9/14/2016		Aaa		1,400,000		1,425,978
Wachovia Corp., 5.25%, 8/1/2014		A3		4,500,000		4,800,469


						46,823,297


Consumer Finance - 1.7%
American Express Co., 8.125%, 5/20/2019		A3		3,935,000		5,239,858
American Express Co.⁵, 6.80%, 9/1/2066		Baa2		3,445,000		3,558,685
Credit Acceptance Corp., 9.125%, 2/1/2017		B1		965,000		1,047,025
Discover Financial Services², 5.20%, 4/27/2022		Ba1		355,000		371,357


						10,216,925


Diversified Financial Services - 5.1%
Bank of America Corp., 5.75%, 8/15/2016		Baa3		3,715,000		3,863,158
Bank of America Corp., 5.65%, 5/1/2018		Baa2		2,675,000		2,860,359
Bank of America Corp., 7.625%, 6/1/2019		Baa2		3,315,000		3,898,046
Bank of America Corp.⁶, 5.13%, 2/24/2026		Baa2		2,720,000		2,666,043
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A2		2,195,000		2,624,184
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		7,385,000		9,120,704
CNG Holdings, Inc.², 9.375%, 5/15/2020		B3		705,000		722,625
JPMorgan Chase & Co., 6.30%, 4/23/2019		A2		4,300,000		5,025,548


						30,780,667


Insurance - 2.3%
American International Group, Inc., 4.25%, 5/15/2013		Baa1		1,840,000		1,876,734
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		5,495,000		5,935,946
Genworth Financial, Inc., 7.625%, 9/24/2021		Baa3		5,980,000		5,650,107
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038		Ba1		580,000		607,550


						14,070,337


Real Estate Investment Trusts (REITS) - 7.3%
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		2,750,000		2,830,718
Boston Properties LP, 5.875%, 10/15/2019		Baa2		4,455,000		5,135,519
Camden Property Trust, 5.70%, 5/15/2017		Baa1		4,025,000		4,518,618
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,000,000		1,101,518

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT			VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2	$	4,180,000		$	4,449,656
HCP, Inc., 6.70%, 1/30/2018		Baa2		4,500,000			5,225,027
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		3,450,000			3,618,684
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2		2,665,000			3,266,968
National Retail Properties, Inc., 6.875%, 10/15/2017		Baa2		2,365,000			2,676,908
Simon Property Group LP, 10.35%, 4/1/2019		A3		3,670,000	��		5,148,298
UDR, Inc., 4.625%, 1/10/2022		Baa2		5,700,000			6,037,109


							44,009,023

Total Financials							194,561,148


Health Care - 2.5%
Health Care Equipment & Supplies - 0.6%
CR Bard, Inc., 4.40%, 1/15/2021		A3		800,000			905,575
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017		Ba2		720,000			800,100
Fresenius Medical Care US Finance, Inc.², 6.50%, 9/15/2018		Ba2		555,000			603,563
Fresenius US Finance II, Inc.², 9.00%, 7/15/2015		Ba1		1,320,000			1,516,350


							3,825,588

Health Care Providers & Services - 1.3%
HCA, Inc., 6.375%, 1/15/2015		B3		780,000			828,750
HCA, Inc., 6.50%, 2/15/2020		Ba3		715,000			774,881
Health Management Associates, Inc., 6.125%, 4/15/2016		BB⁴		1,360,000			1,441,600
UnitedHealth Group, Inc., 4.70%, 2/15/2021		A3		4,000,000			4,610,904


							7,656,135

Life Sciences Tools & Services - 0.4%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		A3		2,400,000			2,737,346


Pharmaceuticals - 0.2%
Valeant Pharmaceuticals International², 6.75%, 8/15/2021		B1		1,000,000			980,000

Total Health Care							15,199,069


Industrials - 11.3%
Aerospace & Defense - 2.1%
The Boeing Co., 6.00%, 3/15/2019		A2		3,465,000			4,331,725
Ducommun, Inc., 9.75%, 7/15/2018		B3		720,000			757,800
Textron, Inc., 4.625%, 9/21/2016		Baa3		3,100,000			3,346,053
Textron, Inc., 7.25%, 10/1/2019		Baa3		3,790,000			4,460,781


							12,896,359

Air Freight & Logistics - 0.4%
Aguila 3 S.A. (Luxembourg)², 7.875%, 1/31/2018		B2		1,640,000			1,689,200
FedEx Corp., 8.00%, 1/15/2019		Baa1		435,000			573,352


							2,262,552

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines - 1.3%
Continental Airlines Pass-Through Trust, Series 1997-4, Class A, 6.90%, 1/2/2018		Baa2	$	295,676	$	311,199
Continental Airlines, Inc.², 6.75%, 9/15/2015		Ba2		1,330,000		1,366,575
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		Baa2		1,099,401		1,181,856
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		Ba3		630,000		630,000
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba3		365,000		361,350
Southwest Airlines Co., 5.25%, 10/1/2014		Baa3		3,925,000		4,248,141


						8,099,121

Building Products - 0.4%
Building Materials Corp. of America², 7.50%, 3/15/2020		Ba3		1,025,000		1,112,125
Owens Corning, 9.00%, 6/15/2019		Ba1		1,240,000		1,546,093


						2,658,218

Commercial Services & Supplies - 1.1%
Garda World Security Corp. (Canada)², 9.75%, 3/15/2017		B2		1,220,000		1,290,150
International Lease Finance Corp., 6.375%, 3/25/2013		Ba3		720,000		735,300
International Lease Finance Corp., 8.625%, 1/15/2022		Ba3		610,000		706,424
Waste Management, Inc., 7.375%, 3/11/2019		Baa3		2,950,000		3,724,121


						6,455,995

Industrial Conglomerates - 1.5%
General Electric Capital Corp., 5.625%, 5/1/2018		A1		2,150,000		2,471,511
General Electric Capital Corp., 5.50%, 1/8/2020		A1		3,105,000		3,553,790
General Electric Co., 5.25%, 12/6/2017		Aa3		2,100,000		2,452,258
Tyco Electronics Group S.A. (Luxembourg), 4.875%, 1/15/2021		Baa2		800,000		874,934


						9,352,493

Machinery - 2.6%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2		3,385,000		4,366,498
Dynacast International LLC - Dynacast Finance, Inc.², 9.25%, 7/15/2019.		B2		1,000,000		1,037,500
John Deere Capital Corp., 5.75%, 9/10/2018		A2		3,795,000		4,605,855
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		2,350,000		2,579,839
Kennametal, Inc., 3.875%, 2/15/2022		Baa2		2,925,000		3,009,559


						15,599,251

Marine - 0.2%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017		Ba3		1,000,000		1,007,500

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Marine (continued)
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)², 8.875%, 11/1/2017		Ba3	$	245,000	$	241,937

						1,249,437

Road & Rail - 1.7%
Avis Budget Car Rental LLC - Avis Budget Finance, Inc., 8.25%, 1/15/2019		B2		680,000		729,300
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		Baa3		3,932,000		4,060,887
Union Pacific Corp., 5.65%, 5/1/2017		Baa2		3,675,000		4,251,769
Union Pacific Corp., 2.95%, 1/15/2023		Baa2		1,100,000		1,102,894

						10,144,850

Total Industrials						68,718,276

Information Technology - 2.0%
Communications Equipment - 0.3%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		Ba3		705,000		749,063
ViaSat, Inc.², 6.875%, 6/15/2020		B1		1,000,000		1,010,000

						1,759,063

Electronic Equipment, Instruments & Components - 0.8%
Amphenol Corp., 4.00%, 2/1/2022		Baa2		1,500,000		1,528,103
Corning, Inc., 4.25%, 8/15/2020		A3		2,500,000		2,768,993
CPI International, Inc., 8.00%, 2/15/2018		B3		730,000		657,913

						4,955,009

Office Electronics - 0.6%
Xerox Corp.⁵, 1.868%, 9/13/2013		Baa2		3,900,000		3,927,273

Semiconductors & Semiconductor Equipment - 0.2%
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018		B2		830,000		906,775

Software - 0.1%
Sophia LP - Sophia Finance, Inc.², 9.75%, 1/15/2019		Caa1		685,000		727,813

Total Information Technology						12,275,933

Materials - 8.5%
Chemicals - 1.0%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		A2		1,635,000		2,031,821
Eastman Chemical Co., 3.60%, 8/15/2022		Baa2		3,000,000		3,059,790
Taminco Global Chemical Corp.², 9.75%, 3/31/2020		Caa1		680,000		698,700

						5,790,311

Containers & Packaging - 0.4%
Consolidated Container Co. LLC - Consolidated Container Capital, Inc.², 10.125%, 7/15/2020		Caa1		715,000		736,450

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging (continued)
Longview Fibre Paper & Packaging, Inc.², 8.00%, 6/1/2016		B2	$	705,000	$	705,000
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC², 9.875%,
8/15/2019		Caa1		990,000		1,027,125

						2,468,575

Metals & Mining - 5.9%
Alcoa, Inc., 5.87%, 2/23/2022		Baa3		5,685,000		5,848,802
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3		5,185,000		5,727,973
ArcelorMittal (Luxembourg), 5.50%, 3/1/2021		Baa3		5,460,000		5,167,983
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		3,230,000		4,111,590
Calcipar S.A. (Luxembourg)², 6.875%, 5/1/2018		B1		700,000		689,500
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		Baa3		1,000,000		1,056,164
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		Baa3		2,000,000		1,971,784
FMG Resources August 2006 Pty. Ltd. (Australia)², 6.875%, 2/1/2018		Ba3		1,030,000		1,040,300
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		Baa3		2,925,000		2,877,843
Rio Tinto Finance USA Ltd. (Australia), 3.75%, 9/20/2021		A3		4,000,000		4,296,352
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		3,010,000		2,990,155

						35,778,446

Paper & Forest Products - 1.2%
International Paper Co., 7.50%, 8/15/2021		Baa3		5,330,000		6,798,644
Sappi Papier Holding GmbH (Austria)², 8.375%, 6/15/2019		Ba2		720,000		720,900

						7,519,544

Total Materials						51,556,876

Telecommunication Services - 3.0%
Diversified Telecommunication Services - 1.3%
Inmarsat Finance plc (United Kingdom)², 7.375%, 12/1/2017		Ba2		965,000		1,030,137
Sable International Finance Ltd. (Cayman Islands)², 8.75%, 2/1/2020		Ba2		970,000		1,037,900
Verizon Communications, Inc., 3.00%, 4/1/2016		A3		2,765,000		2,938,990
Wind Acquisition Finance S.A. (Luxembourg)², 11.75%, 7/15/2017		B3		905,000		730,787
Wind Acquisition Finance S.A. (Luxembourg)², 7.25%, 2/15/2018		Ba3		1,525,000		1,334,375
Windstream Corp., 7.50%, 6/1/2022		Ba3		585,000		602,550

						7,674,739

Wireless Telecommunication Services - 1.7%
CC Holdings GS V LLC - Crown Castle GS III Corp.², 7.75%, 5/1/2017		Baa3		1,465,000		1,587,694
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2		4,070,000		4,711,497
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2		610,000		662,287
NII Capital Corp., 7.625%, 4/1/2021		B2		1,530,000		1,311,975

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Tower Trust², 5.101%, 4/17/2017		A2	$	2,095,000	$	2,295,091

						10,568,544

Total Telecommunication Services						18,243,283

Utilities - 1.7%
Electric Utilities - 1.7%
Allegheny Energy Supply Co. LLC², 5.75%, 10/15/2019		Baa3		2,385,000		2,566,563
Exelon Generation Co. LLC, 4.00%, 10/1/2020		Baa1		4,000,000		4,024,956
Southwestern Electric Power Co., 6.45%, 1/15/2019		Baa3		3,240,000		3,908,836

Total Utilities						10,500,355

Total Non-Convertible Corporate Bonds
(Identified Cost $449,341,353)						486,564,986

TOTAL CORPORATE BONDS
(Identified Cost $456,270,780)						494,101,142


PREFERRED STOCKS - 2.4%

Financials - 2.4%
Commercial Banks - 1.4%
BB&T Corp., Series D (non-cumulative), 5.85%		Baa2		119,980		3,149,475
PNC Financial Services Group, Inc., Series K (non-cumulative), 8.25%⁷		Baa3		1,850		1,910,993
U.S. Bancorp., Series F (non-cumulative), 6.50%^7,8		A3		114,010		3,258,406

						8,318,874

Diversified Financial Services - 0.5%
Bank of America Corp., Series M (non-cumulative), 8.125%⁷		B1		3,000		3,147,930

Real Estate Investment Trusts (REITS) - 0.5%
Public Storage, Series Q, 6.50%		Baa1		109,100		3,092,985


TOTAL PREFERRED STOCKS
(Identified Cost $12,983,252)						14,559,789


ASSET-BACKED SECURITIES - 1.1%

FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/25/2026		Aaa	$	1,113,904		1,122,258
Ford Credit Auto Owner Trust, Series 2008-C, Class A4B⁵, 1.999%, 4/15/2013		Aaa		13,322		13,331
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2², 5.29%, 3/25/2016		Aaa		2,585,000		2,837,555
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2², 3.74%, 2/25/2017		Aaa		2,360,000		2,534,919

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

SLM Student Loan Trust, Series 2002-4, Class A4⁵, 0.608%, 3/15/2017		Aaa	$	185,827	$	185,063


TOTAL ASSET-BACKED SECURITIES (Identified Cost $6,254,429)						6,693,126


COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.2%

Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029		AAA⁴		385,662		410,909
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.727%, 5/10/2045		AAA⁴		700,000		798,050
Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa		335,000		377,630
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa		715,000		787,788
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.718%, 9/11/2038		Aaa		1,010,000		1,147,276
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA⁴		650,000		740,210
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2², 3.759%, 4/15/2044		Aaa		240,000		255,952
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁵, 5.219%, 7/15/2044		Aaa		500,000		556,413
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.73%, 3/15/2049		Aaa		575,000		655,139
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁵, 5.749%, 6/10/2046		AAA⁴		900,000		1,013,378
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1², 3.156%, 7/10/2046		Aaa		1,260,460		1,321,164
FREMF Mortgage Trust, Series 2011-K701, Class B^2,5, 4.436%, 7/25/2048		A⁴		950,000		950,968
FREMF Mortgage Trust, Series 2011-K702, Class B^2,5, 4.936%, 4/25/2044		A3		230,000		235,465
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A4⁵, 5.874%, 7/10/2038		Aaa		1,695,000		1,932,008
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁵, 5.284%, 1/12/2043		Aaa		850,000		927,696
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.195%, 12/15/2044		Aaa		1,670,000		1,868,262
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.871%, 4/15/2045		Aaa		1,075,000		1,226,752
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA⁴		750,000		818,348
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.869%, 6/15/2038		Aaa		970,000		1,107,115
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		Aaa		605,000		683,764

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁵, 5.211%, 11/14/2042		Aaa	$	385,000	$	427,328
Morgan Stanley Capital I, Series 2005-IQ10, Class A4A⁵, 5.23%, 9/15/2042		Aaa		210,000		231,960
Morgan Stanley Capital I, Series 2011-C1, Class A2², 3.884%, 9/15/2047		AAA⁴		200,000		215,116
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA⁴		420,000		479,488
Vornado DP LLC, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA⁴		1,195,000		1,301,350
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.215%, 10/15/2044		Aaa		1,220,000		1,343,371
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.736%, 5/15/2043		Aaa		770,000		875,183
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		Aaa		1,220,000		1,391,089
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa		1,350,000		1,474,010

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $24,128,786)						25,553,182


FOREIGN GOVERNMENT BONDS - 1.7%
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022		A3		EUR 2,515,000		3,124,781
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		A3		MYR 8,905,000		2,926,858
Republic of Italy (Italy), 2.125%, 10/5/2012		WR³	$	4,265,000		4,249,228

TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $10,218,061)						10,300,867


MUNICIPAL BONDS - 0.5%
New York City, Public Impt., G.O. Bond, 6.646%, 12/1/2031
(Identified Cost $2,500,000)		Aa2		2,500,000		3,046,900


MUTUAL FUNDS - 0.0%*
John Hancock Preferred Income Fund
(Identified Cost $139,390)				10,500		239,715


U.S. GOVERNMENT AGENCIES - 5.8%

Mortgage-Backed Securities - 5.8%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			$	2,760,615		3,024,067
Fannie Mae, Pool #995233, 5.50%, 10/1/2021				222,154		243,354
Fannie Mae, Pool #888017, 6.00%, 11/1/2021				240,675		264,613
Fannie Mae, Pool #995329, 5.50%, 12/1/2021				1,765,620		1,934,117

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #888136, 6.00%, 12/1/2021	$	309,852	$	340,671
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		3,090,969		3,385,948
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		185,205		202,533
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		1,583,979		1,728,526
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		8,867,572		9,772,055
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		3,709,316		4,084,611
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		1,009,519		1,105,054
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		303,483		333,436
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		215,286		236,535
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		175,368		192,511
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		309,464		345,703
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		149,960		163,636
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		446,718		490,258
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		110,624		120,373
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		2,157,662		2,345,795
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		1,635,479		1,778,081
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		202,339		220,550
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		248,779		270,704
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		1,420,598		1,559,061
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		917,812		1,007,269


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $34,460,744)				35,149,461


SHORT-TERM INVESTMENTS - 1.6%
Dreyfus Cash Management, Inc. - Institutional Shares⁹, 0.09%, (Identified Cost $9,466,291)		9,466,291		9,466,291

TOTAL INVESTMENTS - 98.8% (Identified Cost $556,421,733)				599,110,473
OTHER ASSETS, LESS LIABILITIES - 1.2%				7,333,782

NET ASSETS - 100%			$	606,444,255

* Less than 0.1%

EUR - Euro currency

G.O. Bond - General Obligation Bond

Impt. - Improvement

MYR - Malaysian Ringgit

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

Core Plus Bond Series

Investment Portfolio - June 30, 2012

(unaudited)

¹Credit ratings from Moody’s (unaudited).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $90,036,422, or 14.8%, of the Series’ net assets as of June 30, 2012 (see Note 2 to the financial statements).

³Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

⁴Credit ratings from S&P (unaudited).

⁵The coupon rate is floating and is the effective rate as of June 30, 2012.

⁶Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of June 30, 2012.

⁷The rate shown is a fixed rate as of June 30, 2012; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2013 to 2022.

⁸Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁹Rate shown is the current yield as of June 30, 2012.

Core Plus Bond Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $556,421,733) (Note 2)	$	599,110,473
Foreign currency (identified cost $935,320)		942,696
Interest receivable		7,746,522
Receivable for fund shares sold		541,675
Receivable for securities sold		373,214
Dividends receivable		47,026


TOTAL ASSETS		608,761,606


LIABILITIES:

Accrued management fees (Note 3)		345,939
Accrued fund accounting and administration fees (Note 3)		32,274
Accrued transfer agent fees (Note 3)		1,684
Accrued directors’ fees (Note 3)		1,444
Accrued Chief Compliance Officer service fees (Note 3)		152
Payable for securities purchased		1,699,869
Payable for fund shares repurchased		197,554
Other payables and accrued expenses		38,435


TOTAL LIABILITIES		2,317,351


TOTAL NET ASSETS	$	606,444,255


NET ASSETS CONSIST OF:

Capital stock	$	547,868
Additional paid-in-capital		562,003,625
Undistributed net investment income		3,122,810
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(1,926,386	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		42,696,338


TOTAL NET ASSETS	$	606,444,255


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($606,444,255/54,786,830 shares)	$	11.07

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

Core Plus Bond Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	14,178,741
Dividends		709,110


Total Investment Income		14,887,851


EXPENSES:

Management fees (Note 3)		2,070,243
Fund accounting and administration fees (Note 3)		65,789
Directors’ fees (Note 3)		6,735
Transfer agent fees (Note 3)		4,358
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		17,058
Miscellaneous		49,697


Total Expenses		2,215,124


NET INVESTMENT INCOME		12,672,727


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

Net realized gain (loss) on-
Investments		(2,519,525	)
Foreign currency and translation of other assets and liabilities		(194,003	)
Forward foreign currency exchange contracts		(8,639	)

		(2,722,167	)


Net change in unrealized appreciation (depreciation) on- Investments		20,954,577
Foreign currency and translation of other assets and liabilities		(3,788	)

		20,950,789


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		18,228,622


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	30,901,349

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

Core Plus Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	12,672,727		$	25,565,400
Net realized gain (loss) on investments and foreign currency		(2,722,167	)		13,389,041
Net change in unrealized appreciation (depreciation) on investments and foreign currency		20,950,789			(12,244,570	)


Net increase from operations		30,901,349			26,709,871


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(9,719,189	)		(25,361,704	)
From net realized gain on investments		—			(15,905,245	)


Total distributions to shareholders		(9,719,189	)		(41,266,949	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		15,678,649			48,785,177


Net increase in net assets		36,860,809			34,228,099

NET ASSETS:

Beginning of period		569,583,446			535,355,347


End of period (including undistributed net investment income of $3,122,810 and $169,272, respectively)	$	606,444,255		$	569,583,446

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

Core Plus Bond Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12			FOR THE YEARS ENDED
	(UNAUDITED)			12/31/11			12/31/10			12/31/09			12/31/08			12/31/07
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.67		$	10.96		$	10.49		$	9.66		$	10.02		$	9.98

Income (loss) from investment operations:
Net investment income		0.24	¹		0.51	¹		0.55	¹		0.57	¹		0.42			0.40
Net realized and unrealized gain (loss) on investments		0.34			0.03			0.51			0.82			(0.32	)		0.03


Total from investment operations		0.58			0.54			1.06			1.39			0.10			0.43


Less distributions to shareholders:
From net investment income		(0.18	)		(0.51	)		(0.52	)		(0.56	)		(0.45	)		(0.39	)
From net realized gain on investments		—			(0.32	)		(0.07	)		—			(0.01	)		—


Total distributions to shareholders		(0.18	)		(0.83	)		(0.59	)		(0.56	)		(0.46	)		(0.39	)


Net asset value - End of period	$	11.07		$	10.67		$	10.96		$	10.49		$	9.66		$	10.02


Net assets - End of period (000’s omitted)	$	606,444		$	569,583		$	535,355		$	395,308		$	340,631		$	278,494


Total return²		5.44	%		4.91	%		10.18	%		14.35	%		1.24	%		4.34	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.75	%³		0.75	%		0.76	%		0.78	%		0.80	%		0.81	%
Net investment income		4.28	%³		4.56	%		4.92	%		5.60	%		4.84	%		4.20	%
Portfolio turnover		16	%		35	%		31	%		72	%		63	%		341	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

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

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01% .

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

Core Plus Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term total return by investing primarily in fixed income securities.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 125 million have been designated as Core Plus Bond Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred Securities:
Financials	$	14,559,789	$	6,242,460	$	8,317,329	$	—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		35,149,461		—		35,149,461		—
States and political subdivisions
(municipals)		3,046,900		—		3,046,900		—
Corporate Debt:
Consumer Discretionary		66,464,528		—		66,464,528		—
Consumer Staples		11,092,564		—		11,092,564		—
Energy		37,952,954		—		37,952,954		—
Financials		194,561,148		—		194,561,148		—
Health Care		15,199,069		—		15,199,069		—
Industrials		68,718,276		—		68,718,276		—
Information Technology		12,275,933		—		12,275,933		—
Materials		51,556,876		—		51,556,876		—
Telecommunication Services		18,243,283		—		18,243,283		—
Utilities		10,500,355		—		10,500,355		—
Convertible corporate debt:
Financials		2,763,906		—		2,763,906		—
Health Care		587,863		—		587,863		—
Information Technology		2,742,337		—		2,742,337		—
Materials		1,442,050		—		1,442,050		—
Asset-backed securities		6,693,126		—		6,693,126		—
Commercial mortgage-backed securities		25,553,182		—		25,553,182		—
Foreign government bonds		10,300,867		—		10,300,867		—
Mutual funds		9,706,006		9,706,006		—		—

Total assets	$	599,110,473	$	15,948,466	$	583,162,007	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Forward Foreign Currency Exchange Contracts

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The Series did not hold any forward foreign currency exchange contacts on June 30, 2012. The average volume of derivative activity (measured in terms of the notional amount) during the six months ended June 30, 2012 was approximately $1.3 million.

Securities Purchased on a When-Issued Basis or Forward Commitment

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

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

3.	Transactions with Affiliates

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

The Advisor has contractually agreed, until at least April 30, 2013, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.90% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2012. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $124,939,796 and $93,405,964, respectively. There were no purchases and sales of U.S. Government securities.

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Core Plus Bond Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,577,168		$	28,532,218			5,512,628		$	61,835,044
Reinvested		868,062			9,566,043			3,813,913			40,674,011
Repurchased		(2,025,246	)		(22,419,612	)		(4,794,577	)		(53,723,878	)

Total		1,419,984		$	15,678,649			4,531,964		$	48,785,177

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

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

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

character of distributions paid for the year ended December 31, 2011 was as follows:


Ordinary income	$	27,335,699
Long-term capital gains		13,931,250

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)


Cost for federal income tax purposes	$	556,431,052
Unrealized appreciation		45,777,301
Unrealized depreciation		(3,097,880	)

Net unrealized appreciation	$	42,679,421

Core Plus Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCPB-6/12-SAR

LOGO

HIGH YIELD BOND SERIES

www.manning-napier.com

High Yield Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,065.40	$5.65
Hypothetical (5% return before expenses)	$1,000.00	$1,019.39	$5.52

High Yield Bond Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 94.7%

Convertible Corporate Bonds - 2.4%
Health Care - 0.4%
Health Care Equipment & Supplies - 0.4%
Alere, Inc., 3.00%, 5/15/2016		B²	$	825,000	$	740,437

Materials - 2.0%
Containers & Packaging - 2.0%
Owens-Brockway Glass Container, Inc.³, 3.00%, 6/1/2015		Ba3		3,735,000		3,566,925

Total Convertible Corporate Bonds (Identified Cost $4,318,131)						4,307,362

Non-Convertible Corporate Bonds - 92.3%
Consumer Discretionary - 16.6%
Auto Components - 1.0%
UCI International, Inc., 8.625%, 2/15/2019		B3		1,755,000		1,765,969

Hotels, Restaurants & Leisure - 1.1%
Choice Hotels International, Inc., 5.70%, 8/28/2020		Baa3		1,440,000		1,483,352
Choice Hotels International, Inc., 5.75%, 7/1/2022		Baa3		250,000		261,395
Wok Acquisition Corp.³, 10.25%, 6/30/2020		Caa1		250,000		257,500


						2,002,247


Household Durables - 1.0%
Taylor Morrison Communities, Inc. - Monarch Communities, Inc.³, 7.75%, 4/15/2020		B2		1,810,000		1,891,450

Media - 9.6%
Cablevision Systems Corp., 8.625%, 9/15/2017		B1		1,580,000		1,761,700
Columbus International, Inc. (Barbados)³, 11.50%, 11/20/2014		B2		1,770,000		1,885,121
Intelsat Jackson Holdings S.A. (Luxembourg), 7.25%, 4/1/2019		B3		1,775,000		1,863,750
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		B3		1,495,000		1,592,175
Nara Cable Funding Ltd. (Ireland)³, 8.875%, 12/1/2018		B1		2,165,000		1,861,900
Sirius XM Radio, Inc.³, 8.75%, 4/1/2015		B2		1,685,000		1,895,625
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)³, 8.125%, 12/1/2017		Ba3		2,400,000		2,580,000
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)³, 7.50%, 3/15/2019		Ba3		1,660,000		1,759,600
XM Satellite Radio, Inc.³, 7.625%, 11/1/2018		B2		2,120,000		2,279,000


						17,478,871


Specialty Retail - 2.9%
Dollar General Corp., 4.125%, 7/15/2017		Ba2		1,000,000		1,013,750
Rent-A-Center, Inc., 6.625%, 11/15/2020		Ba3		2,630,000		2,800,950
Toys R Us Property Co. II LLC, 8.50%, 12/1/2017		Ba1		1,515,000		1,577,494


						5,392,194

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

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods - 1.0%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		Ba3	$	1,870,000	$	1,795,200


Total Consumer Discretionary						30,325,931

Consumer Staples - 3.4%
Beverages - 1.6%
Constellation Brands, Inc., 7.25%, 9/1/2016		Ba1		1,000,000		1,132,500
Constellation Brands, Inc., 7.25%, 5/15/2017		Ba1		1,510,000		1,727,063


						2,859,563


Food Products - 0.9%
Minerva Luxembourg S.A. (Luxembourg)³, 12.25%, 2/10/2022		B2		1,620,000		1,684,800

Personal Products - 0.9%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		B2		1,530,000		1,637,100


Total Consumer Staples						6,181,463

Energy - 10.8%
Energy Equipment & Services - 4.6%
Calfrac Holdings LP³, 7.50%, 12/1/2020		B1		3,680,000		3,514,400
Petroleum Geo-Services ASA (Norway)³, 7.375%, 12/15/2018		Ba2		1,500,000		1,541,250
SESI LLC, 6.375%, 5/1/2019		Ba3		1,675,000		1,754,563
Thermon Industries, Inc., 9.50%, 5/1/2017		B1		1,330,000		1,463,000


						8,273,213


Oil, Gas & Consumable Fuels - 6.2%
Chaparral Energy, Inc., 8.25%, 9/1/2021		B3		1,740,000		1,840,050
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.³, 6.625%, 11/15/2019		Ba3		3,260,000		2,934,000
Energy XXI Gulf Coast, Inc., 9.25%, 12/15/2017		B3		1,650,000		1,765,500
PBF Holding Co. LLC - PBF Finance Corp.³, 8.25%, 2/15/2020		Ba3		1,715,000		1,710,713
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		Ba3		1,410,000		1,466,400
Tesoro Corp., 9.75%, 6/1/2019		Ba1		1,440,000		1,627,200


						11,343,863


Total Energy						19,617,076

Financials - 13.1%
Capital Markets - 3.3%
GFI Group, Inc., 8.375%, 7/19/2018		Ba2		1,985,000		1,667,400
Goldman Sachs Capital II⁴, 4.00%, 6/1/2043		Ba2		2,400,000		1,624,848
Jefferies Group, Inc., 8.50%, 7/15/2019		Baa2		2,500,000		2,712,500


						6,004,748

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

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks - 1.1%
CIT Group, Inc., 5.25%, 3/15/2018		B1	$	1,895,000	$	1,956,587

Consumer Finance - 3.4%
American Express Co.⁴, 6.80%, 9/1/2066		Baa2		3,440,000		3,553,520
Credit Acceptance Corp., 9.125%, 2/1/2017		B1		2,430,000		2,636,550


						6,190,070

Diversified Financial Services - 3.0%
CNG Holdings, Inc.³, 9.375%, 5/15/2020		B3		1,785,000		1,829,625
CNH Capital LLC³, 6.25%, 11/1/2016		Ba2		1,730,000		1,851,100
International Lease Finance Corp., 6.375%, 3/25/2013		Ba3		1,815,000		1,853,569


						5,534,294

Insurance - 0.8%
Hartford Financial Services Group, Inc.⁴, 8.125%, 6/15/2038		Ba1		1,500,000		1,571,250

Real Estate Investment Trusts (REITS) - 1.5%
DuPont Fabros Technology LP, 8.50%, 12/15/2017		Ba1		2,470,000		2,717,000


Total Financials						23,973,949


Health Care - 9.5%
Health Care Equipment & Supplies - 3.7%
Fresenius Medical Care US Finance, Inc., 6.875%, 7/15/2017		Ba2		2,370,000		2,633,663
Fresenius Medical Care US Finance, Inc.³, 6.50%, 9/15/2018		Ba2		825,000		897,187
Fresenius US Finance II, Inc.³, 9.00%, 7/15/2015		Ba1		2,820,000		3,239,475


						6,770,325

Health Care Providers & Services - 4.8%
HCA, Inc., 6.375%, 1/15/2015		B3		1,955,000		2,077,187
HCA, Inc., 6.50%, 2/15/2020		Ba3		920,000		997,050
Health Management Associates, Inc., 6.125%, 4/15/2016		BB²		3,505,000		3,715,300
STHI Holding Corp.³, 8.00%, 3/15/2018		B2		1,725,000		1,824,187


						8,613,724

Pharmaceuticals - 1.0%
Valeant Pharmaceuticals International³, 6.75%, 8/15/2021		B1		1,895,000		1,857,100


Total Health Care						17,241,149

Industrials - 15.1%
Aerospace & Defense - 1.0%
Ducommun, Inc., 9.75%, 7/15/2018		B3		1,665,000		1,752,413

Air Freight & Logistics - 1.5%
Aguila 3 S.A. (Luxembourg)³, 7.875%, 1/31/2018		B2		2,660,000		2,739,800

Airlines - 3.4%
Continental Airlines, Inc.³, 6.75%, 9/15/2015		Ba2		3,450,000		3,544,875

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

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		Ba3	$	1,890,000	$	1,890,000
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba3		850,000		841,500


						6,276,375

Building Products - 3.0%
Building Materials Corp. of America³, 6.875%, 8/15/2018		Ba3		825,000		876,563
Building Materials Corp. of America³, 7.50%, 3/15/2020		Ba3		1,800,000		1,953,000
Owens Corning, 9.00%, 6/15/2019		Ba1		2,075,000		2,587,211


						5,416,774

Commercial Services & Supplies - 2.1%
Garda World Security Corp. (Canada)³, 9.75%, 3/15/2017		B2		2,015,000		2,130,863
International Lease Finance Corp., 8.625%, 1/15/2022		Ba3		1,535,000		1,777,640


						3,908,503

Machinery - 1.4%
Dynacast International LLC - Dynacast Finance, Inc.³, 9.25%, 7/15/2019.		B2		2,500,000		2,593,750

Marine - 1.7%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island), 8.875%, 11/1/2017		Ba3		2,685,000		2,705,137
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)³, 8.875%, 11/1/2017		WR⁵		400,000		395,000


						3,100,137

Road & Rail - 1.0%
Avis Budget Car Rental LLC - Avis Budget Finance, Inc., 8.25%, 1/15/2019		B2		1,705,000		1,828,613


Total Industrials						27,616,365


Information Technology - 4.9%
Communications Equipment - 2.1%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		Ba3		1,780,000		1,891,250
ViaSat, Inc.³, 6.875%, 6/15/2020		B1		1,845,000		1,863,450


						3,754,700

Electronic Equipment, Instruments & Components - 1.0%
CPI International, Inc., 8.00%, 2/15/2018		B3		1,950,000		1,757,437

Semiconductors & Semiconductor Equipment - 0.8%
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co., 10.50%, 4/15/2018		B2		1,360,000		1,485,800

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

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Software - 1.0%
Sophia LP - Sophia Finance, Inc.³, 9.75%, 1/15/2019		Caa1	$	1,745,000	$	1,854,063


Total Information Technology						8,852,000

Materials - 8.4%
Chemicals - 1.0%
Taminco Global Chemical Corp.³, 9.75%, 3/31/2020		Caa1		1,705,000		1,751,887

Containers & Packaging - 4.0%
Consolidated Container Co. LLC - Consolidated Container Capital, Inc.³, 10.125%, 7/15/2020		Caa1		1,775,000		1,828,250
Longview Fibre Paper & Packaging, Inc.³, 8.00%, 6/1/2016		B2		1,665,000		1,665,000
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC³, 9.875%, 8/15/2019		Caa1		2,690,000		2,790,875
Tekni-Plex, Inc.³, 9.75%, 6/1/2019		Caa1		1,000,000		1,010,000


						7,294,125

Metals & Mining - 2.4%
Calcipar S.A. (Luxembourg)³, 6.875%, 5/1/2018		B1		1,795,000		1,768,075
FMG Resources August 2006 Pty. Ltd. (Australia)³, 6.875%, 2/1/2018		Ba3		2,645,000		2,671,450


						4,439,525

Paper & Forest Products - 1.0%
Sappi Papier Holding GmbH (Austria)³, 7.75%, 7/15/2017		Ba2		1,000,000		1,012,500
Sappi Papier Holding GmbH (Austria)³, 8.375%, 6/15/2019		Ba2		775,000		775,969


						1,788,469


Total Materials						15,274,006

Telecommunication Services - 10.5%
Diversified Telecommunication Services - 7.9%
Inmarsat Finance plc (United Kingdom)³, 7.375%, 12/1/2017		Ba2		2,430,000		2,594,025
Sable International Finance Ltd. (Cayman Islands)³, 8.75%, 2/1/2020		Ba2		2,495,000		2,669,650
UPCB Finance III Ltd. (Cayman Islands)³, 6.625%, 7/1/2020		Ba3		1,680,000		1,705,200
UPCB Finance VI Ltd. (Cayman Islands)³, 6.875%, 1/15/2022		Ba3		2,000,000		2,040,000
Wind Acquisition Finance S.A. (Luxembourg)³, 11.75%, 7/15/2017		B3		2,280,000		1,841,100
Wind Acquisition Finance S.A. (Luxembourg)³, 7.25%, 2/15/2018		Ba3		2,025,000		1,771,875
Windstream Corp., 7.50%, 6/1/2022		Ba3		1,750,000		1,802,500


						14,424,350

Wireless Telecommunication Services - 2.6%
CC Holdings GS V LLC - Crown Castle GS III Corp.³, 7.75%, 5/1/2017		Baa3		1,870,000		2,026,613
NII Capital Corp., 8.875%, 12/15/2019		B2		2,545,000		2,306,406

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

High Yield Bond Series

Investment Portfolio - June 30, 2012

(unaudited)

CREDIT
RATING¹
(UNAUDITED)

         PRINCIPAL
          AMOUNT/
         SHARES

VALUE

(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Telecommunication Services (continued)

Wireless Telecommunication Services (continued)

NII Capital Corp., 7.625%, 4/1/2021

500,000

428,750

4,761,769

Total Telecommunication Services

19,186,119

Total Non-Convertible Corporate Bonds

(Identified Cost $164,713,965)

168,268,058

TOTAL CORPORATE BONDS

(Identified Cost $169,032,096)

172,575,420

PREFERRED STOCKS - 1.1%

Financials - 1.1%

Diversified Financial Services - 1.1%

Bank of America Corp., Series K (non-cumulative), 8.00%⁶

(Identified Cost $1,751,216)

1,910

1,989,609

SHORT-TERM INVESTMENTS - 4.6%

Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.09%,

(Identified Cost $8,365,162)

8,365,162

8,365,162

TOTAL INVESTMENTS - 100.4%

(Identified Cost $179,148,474)

182,930,191

LIABILITIES, LESS OTHER ASSETS - (0.4%)

(708,008

)

NET ASSETS - 100%

182,222,183

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $88,734,791, or 48.7%, of the Series’ net assets as of June 30, 2012.

⁴The coupon rate is floating and is the effective rate as of June 30, 2012.

⁵Credit rating has been withdrawn. As of June 30, 2012, there is no rating available.

⁶The rate shown is fixed as of June 30, 2012; the rate becomes floating, based on LIBOR plus a spread, in 2018.

⁷Rate shown is the current yield as of June 30, 2012.

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

High Yield Bond Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments (identified cost $179,148,474) (Note 2)	$	182,930,191
Interest receivable		3,394,870
Receivable for securities sold		1,039,427
Receivable for fund shares sold		246,923
Dividends receivable		755


TOTAL ASSETS		187,612,166


LIABILITIES:

Accrued management fees (Note 3)		147,064
Accrued fund accounting and administration fees (Note 3)		15,317
Accrued transfer agent fees (Note 3)		2,825
Accrued directors’ fees (Note 3)		507
Accrued Chief Compliance Officer service fees (Note 3)		150
Payable for securities purchased		4,977,438
Payable for fund shares repurchased		196,681
Other payables and accrued expenses		50,001


TOTAL LIABILITIES		5,389,983


TOTAL NET ASSETS	$	182,222,183


NET ASSETS CONSIST OF:

Capital stock	$	169,993
Additional paid-in-capital		174,399,871
Undistributed net investment income		1,279,227
Accumulated net realized gain on investments		2,591,375
Net unrealized appreciation on investments		3,781,717


TOTAL NET ASSETS	$	182,222,183


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($182,222,183/16,999,300 shares)	$	10.72

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

High Yield Bond Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Interest	$	6,313,647
Dividends		79,981


Total Investment Income		6,393,628


EXPENSES:

Management fees (Note 3)		900,683
Fund accounting and administration fees (Note 3)		30,577
Transfer agent fees (Note 3)		5,982
Directors’ fees (Note 3)		2,058
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		4,941
Miscellaneous		43,474


Total Expenses		988,959


NET INVESTMENT INCOME		5,404,669


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		1,931,465
Net change in unrealized appreciation (depreciation) on investments		4,124,889


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		6,056,354


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	11,461,023

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

High Yield Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEAR ENDED 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,404,669		$	10,530,980
Net realized gain (loss) on investments and foreign currency		1,931,465			4,681,436
Net change in unrealized appreciation (depreciation) on investments		4,124,889			(7,373,376	)


Net increase from operations		11,461,023			7,839,040


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,157,411	)		(10,504,997	)
From net realized gain on investments		—			(4,479,165	)

Total distributions to shareholders		(4,157,411	)		(14,984,162	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(431,380	)		24,313,762


Net increase in net assets		6,872,232			17,168,640

NET ASSETS:

Beginning of period		175,349,951			158,181,311


End of period (including undistributed net investment income of $1,279,227 and $31,969,respectively)	$	182,222,183		$	175,349,951

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

High Yield Bond Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE YEARS ENDED						FOR THE PERIOD 9/14/09¹TO 12/31/09
	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			12/31/11			12/31/10			FOR THE PERIOD 9/14/09¹TO 12/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.30		$	10.74		$	10.37		$	10.00

Income from investment operations:
Net investment income²		0.32			0.69			0.75			0.20
Net realized and unrealized gain (loss) on investments		0.35			(0.17	)		0.66			0.28


Total from investment operations		0.67			0.52			1.41			0.48


Less distributions to shareholders:
From net investment income		(0.25	)		(0.67	)		(0.75	)		(0.10	)
From net realized gain on investments		—			(0.29	)		(0.29	)		(0.01	)


Total distributions to shareholders		(0.25	)		(0.96	)		(1.04	)		(0.11	)


Net asset value - End of period	$	10.72		$	10.30		$	10.74		$	10.37


Net assets - End of period (000’s omitted)	$	182,222		$	175,350		$	158,181		$	127,678


Total return³		6.54	%		4.87	%		13.59	%		4.82	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.10	%⁴		1.12	%		1.14	%		1.20	%⁴
Net investment income		6.00	%⁴		6.26	%		6.79	%		6.51	%⁴
Portfolio turnover		43	%		63	%		54	%		22	%

^*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			N/A			0.00	%⁵		0.02	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

⁵Less than 0.01%.

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

High Yield Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide a high level of long-term total return by investing principally in non-investment grade fixed income securities that are issued by government and corporate entities.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). On September 14, 2009 the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates and directly to investors. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 125 million have been designated as High Yield Bond Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred Securities:
Financials	$	1,989,609	$	—	$	1,989,609	$	—
Debt securities:
Corporate Debt:
Consumer Discretionary		34,071,131		—		34,071,131		—
Consumer Staples		6,181,463		—		6,181,463		—
Energy		19,617,076		—		19,617,076		—
Financials		22,120,380		—		22,120,380		—
Health Care		17,241,149		—		17,241,149		—
Industrials		29,469,934		—		29,469,934		—
Information Technology		8,852,000		—		8,852,000		—
Materials		15,274,006		—		15,274,006		—
Telecommunication Services		15,440,919		—		15,440,919		—
Convertible corporate debt:
Health Care		740,437		—		740,437		—
Materials		3,566,925		—		3,566,925		—
Mutual funds		8,365,162		8,365,162		—		—

Total assets	$	182,930,191	$	8,365,162	$	174,565,029	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation

Restricted Securities

Illiquid Securities

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2009 and the years ended December 31, 2010 and December 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.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

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

3.	Transactions with Affiliates

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

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $73,762,619 and $74,012,944, respectively. There were no purchases or sales of U.S. Government securities.

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of High Yield Bond Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE YEAR ENDED 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		934,106		$	10,077,595			2,430,734		$	26,727,792
Reinvested		380,967			4,023,010			1,428,302			14,581,472
Repurchased		(1,347,630	)		(14,531,985	)		(1,560,326	)		(16,995,502	)

Total		(32,557	)	$	(431,380	)		2,298,710		$	24,313,762

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

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	11,925,465
Long-term capital gains		3,058,697

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act made 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. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At June 30, 2012, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	179,148,474
Unrealized appreciation		6,198,175
Unrealized depreciation		(2,416,458	)

Net unrealized appreciation	$	3,781,717

High Yield Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNHYB-06/12-SAR

LOGO

INFLATION FOCUS EQUITY SERIES

www.manning-napier.com

Inflation Focus Equity Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-6/30/12
Actual	$1,000.00	$1,052.30	$6.07
Hypothetical (5% return before expenses)	$1,000.00	$1,018.95	$5.97

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.19%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Inflation Focus Equity Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO


Top Ten Stock Holdings²
Westport Innovations, Inc. - ADR (Canada)	6.1	%	Pall Corp.	3.1	%
Monsanto Co.	5.6	%	AGCO Corp.	2.8	%
Syngenta AG (Switzerland)	4.0	%	Pentair, Inc.	2.7	%
DuPont Fabros Technology, Inc.	3.3	%	Groupe Eurotunnel S.A. (France)	2.7	%
Polypore International, Inc.	3.3	%	Johnson Matthey plc (United Kingdom)	2.6	%
²As a percentage of total investments.

Inflation Focus Equity Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.4%

Consumer Discretionary - 1.4%
Diversified Consumer Services - 1.4%
Sotheby’s		29,990	$	1,000,466

Consumer Staples - 8.2%
Food & Staples Retailing - 3.8%
The Fresh Market, Inc.*		13,100		702,553
United Natural Foods, Inc.*		20,240		1,110,366
Whole Foods Market, Inc.		10,430		994,188


				2,807,107

Food Products - 4.4%
The Hain Celestial Group, Inc.*		21,300		1,172,352
Ingredion, Inc.		34,250		1,696,060
SunOpta, Inc. (Canada)*		65,070		365,043


				3,233,455


Total Consumer Staples				6,040,562

Energy - 13.6%
Energy Equipment & Services - 7.4%
Baker Hughes, Inc.		18,210		748,431
Cameron International Corp.*		29,300		1,251,403
CARBO Ceramics, Inc.		8,450		648,369
Schlumberger Ltd.		13,940		904,845
Tidewater, Inc.		26,820		1,243,375
Weatherford International Ltd. - ADR (Switzerland)*		52,290		660,423


				5,456,846

Oil, Gas & Consumable Fuels - 6.2%
Apache Corp.		8,380		736,518
Ceres, Inc.*		14,770		133,669
Chesapeake Energy Corp.		21,770		404,922
Encana Corp. (Canada)		33,690		701,763
EOG Resources, Inc.		7,090		638,880
Hess Corp.		28,760		1,249,622
Range Resources Corp.		11,120		687,994


				4,553,368


Total Energy				10,010,214

Financials - 8.2%
Diversified Financial Services - 1.0%
JSE Ltd. (South Africa)¹		79,770		733,385

Real Estate Investment Trusts (REITS) - 7.2%
American Campus Communities, Inc.		27,450		1,234,701
Digital Realty Trust, Inc.		21,650		1,625,265

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

Inflation Focus Equity Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
DuPont Fabros Technology, Inc.		86,040	$	2,457,302


				5,317,268


Total Financials				6,050,653

Health Care - 2.4%
Health Care Equipment & Supplies - 2.4%
Neogen Corp.*		38,630		1,784,706

Industrials - 38.6%
Airlines - 1.7%
Copa Holdings S.A. - ADR - Class A (Panama)		15,190		1,252,871

Commercial Services & Supplies - 1.5%
Ritchie Bros. Auctioneers, Inc. (Canada)		50,500		1,073,125

Electrical Equipment - 3.3%
Polypore International, Inc.*		60,270		2,434,305

Machinery - 23.4%
AGCO Corp.*		44,520		2,035,900
Deere & Co.		19,120		1,546,234
First Tractor Co. Ltd. - Class H (China)*¹		876,380		710,139
Lindsay Corp.		17,930		1,163,657
Pall Corp.		41,640		2,282,288
Pentair, Inc.		51,940		1,988,263
Trinity Industries, Inc.		51,540		1,287,469
Turk Traktor ve Ziraat Makineleri AS (Turkey)¹		39,880		674,772
Westport Innovations, Inc. - ADR (Canada)*		122,680		4,508,490
Xylem, Inc.		40,360		1,015,861


				17,213,073

Professional Services - 2.0%
Campbell Brothers Ltd. (Australia)¹		25,770		1,444,713

Trading Companies & Distributors - 4.0%
Brenntag AG (Germany)¹		9,290		1,028,103
Fastenal Co.		23,610		951,719
MSC Industrial Direct Co., Inc. - Class A		7,150		468,683
WW Grainger, Inc.		2,730		522,085


				2,970,590

Transportation Infrastructure - 2.7%
Groupe Eurotunnel S.A. (France)¹		240,930		1,958,354


Total Industrials				28,347,031

Information Technology - 2.2%
Electronic Equipment, Instruments & Components - 2.2%
Maxwell Technologies, Inc.*		241,280		1,582,797

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

Inflation Focus Equity Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials - 22.8%
Chemicals - 19.1%
Agrium, Inc. (Canada)		8,800	$	778,536
CF Industries Holdings, Inc		4,170		807,896
Chr. Hansen Holding A/S (Denmark)¹		26,110		672,730
Israel Chemicals Ltd. (Israel)¹		67,210		743,635
Johnson Matthey plc (United Kingdom)¹		54,100		1,876,174
Monsanto Co		49,320		4,082,710
Nufarm Ltd. (Australia)¹		294,670		1,539,017
Sigma-Aldrich Corp		8,020		592,919
Syngenta AG (Switzerland)¹		8,610		2,947,420

				14,041,037

Metals & Mining - 3.7%
Alumina Ltd. (Australia)¹		623,780		511,626
Schnitzer Steel Industries, Inc. - Class A		29,940		838,919
Umicore S.A. (Belgium)¹		29,750		1,375,497

				2,726,042

Total Materials				16,767,079

TOTAL COMMON STOCKS
(Identified Cost $69,025,859)				71,583,508


SHORT-TERM INVESTMENTS - 2.7%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.09%
(Identified Cost $1,958,860)		1,958,860		1,958,860

TOTAL INVESTMENTS - 100.1%
(Identified Cost $70,984,719)				73,542,368
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(47,115	)

NET ASSETS - 100%			$	73,495,253

ADR - American Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of June 30, 2012.

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

Inflation Focus Equity Series

Statement of Assets and Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $70,984,719) (Note 2)	$	73,542,368
Foreign currency (identified cost $6,346)		6,568
Receivable for fund shares sold		42,722
Dividends receivable		27,818
Foreign tax reclaims receivable		26,773


TOTAL ASSETS		73,646,249


LIABILITIES:

Accrued management fees (Note 3)		57,428
Accrued fund accounting and administration fees (Note 3)		8,888
Accrued transfer agent fees (Note 3)		3,475
Accrued directors’ fees (Note 3)		659
Accrued Chief Compliance Officer service fees (Note 3)		36
Payable for fund shares repurchased		48,320
Audit fees payable		20,239
Other payables and accrued expenses		11,951


TOTAL LIABILITIES		150,996


TOTAL NET ASSETS	$	73,495,253


NET ASSETS CONSIST OF:

Capital stock	$	70,215
Additional paid-in-capital		70,677,661
Undistributed net investment income		195,289
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(5,840	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		2,557,928


TOTAL NET ASSETS	$	73,495,253


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($73,495,253/7,021,525 shares)	$	10.47

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

Inflation Focus Equity Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $43,876)	$	649,047


EXPENSES:

Management fees (Note 3)		372,779
Fund accounting and administration fees (Note 3)		19,187
Transfer agent fees (Note 3)		7,616
Chief Compliance Officer service fees (Note 3)		1,244
Directors’ fees (Note 3)		746
Custodian fees		7,343
Miscellaneous		33,425


Total Expenses		442,340


NET INVESTMENT INCOME		206,707


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

Net realized gain (loss) on-
Investments		425,923
Foreign currency and translation of other assets and liabilities		(6,750	)


		419,173

Net change in unrealized appreciation (depreciation) on-
Investments		2,919,348
Foreign currency and translation of other assets and liabilities		467


		2,919,815


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		3,338,988

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,545,695

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

Inflation Focus Equity Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)		FOR THE PERIOD 8/23/11¹TO 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	206,707	$	14,003
Net realized gain (loss) on investments and foreign currency		419,173		(455,571	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		2,919,815		(361,887	)


Net increase (decrease) from operations		3,545,695		(803,455	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		682,296		70,070,717


Net increase in net assets		4,227,991		69,267,262

NET ASSETS:

Beginning of period		69,267,262		—


End of period (including undistributed net investment income of $195,289 and accumulated net investment loss of $11,418, respectively)	$	73,495,253	$	69,267,262

¹Commencement of operations.

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

Inflation Focus Equity Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE PERIOD 8/23/11¹TO 12/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.95		$	10.00

Income (loss) from investment operations:
Net investment income²		0.03			0.00	³
Net realized and unrealized gain (loss) on investments		0.49			(0.05	)


Total from investment operations		0.52			(0.05	)


Net asset value - End of period	$	10.47		$	9.95


Net assets - End of period (000’s omitted)	$	73,495		$	69,267


Total return⁴		5.23	%		(0.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses^*5		1.19	%		1.20	%
Net investment income⁵		0.55	%		0.60	%
Portfolio turnover		28	%		9	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			0.16	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

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

Inflation Focus Equity Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term growth and inflation protection primarily through investment in equity securities that are expected to benefit from an inflationary environment.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Inflation Focus Equity Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	1,000,466	$	1,000,466	$	—	$	—
Consumer Staples		6,040,562		6,040,562		—		—
Energy		10,010,214		10,010,214		—		—
Financials		6,050,653		5,317,268		733,385		—
Health Care		1,784,706		1,784,706		—		—
Industrials		28,347,031		22,530,950		5,816,081		—
Information Technology		1,582,797		1,582,797		—		—
Materials		16,767,079		7,100,980		9,666,099		—
Mutual funds		1,958,860		1,958,860		—		—

Total assets	$	73,542,368	$	57,326,803	$	16,215,565	$	—

There were no Level 3 securities held by the Series as of December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $23,052,871 and $20,137,330, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Inflation Focus Equity Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE PERIOD 8/23/11 (COMMENCEMENT OF OPERATIONS) TO 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		363,710		$	3,960,925			7,270,819		$	73,101,576
Reinvested		—			—			—			—
Repurchased		(303,593	)		(3,278,629	)		(309,411	)		(3,030,859	)

Total		60,117		$	682,296			6,961,408		$	70,070,717

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

6.	Financial Instruments

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments (continued)

7.	Foreign Securities

8.	Federal Income Tax Information

At December 31, 2011, the Series had the following net capital loss carryforwards available to offset future realized gains to the extent allowed by the tax law:


CAPITAL LOSS CARRYFORWARD CHARACTER
SHORT TERM		LONG TERM
$ 178,409		$ —


Cost for federal income tax purposes	$	71,156,938
Unrealized appreciation		8,262,477
Unrealized depreciation		(5,877,047	)


Net unrealized appreciation	$	2,385,430

Inflation Focus Equity Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNIFE-6/12-SAR

LOGO

EMERGING MARKETS SERIES

www.manning-napier.com

Emerging Markets Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/12	ENDING ACCOUNT VALUE 6/30/12	EXPENSES PAID DURING PERIOD* 1/1/12-06/30/12
Actual	$1,000.00	$1,073.20	$6.08
Hypothetical (5% return before expenses)	$1,000.00	$1,019.00	$5.92

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.18%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Emerging Markets Series

Portfolio Composition as of June 30, 2012

(unaudited)

LOGO

Emerging Markets Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 87.6%

Consumer Discretionary - 12.3%
Auto Components - 4.5%
Halla Climate Control Corp. (South Korea)¹		97,000	$	2,069,757
Mando Corp. (South Korea)¹		11,600		1,731,506

				3,801,263

Automobiles - 2.4%
Hyundai Motor Co. (South Korea)¹		10,000		2,052,944

Diversified Consumer Services - 2.4%
Anhanguera Educacional Participacoes S.A. (Brazil)		156,730		1,988,290

Household Durables - 0.9%
LG Electronics, Inc. (South Korea)¹		13,400		722,026

Specialty Retail - 2.1%
Belle International Holdings Ltd. (Hong Kong)¹		1,036,000		1,774,834

Total Consumer Discretionary				10,339,357

Consumer Staples - 12.0%
Beverages - 4.0%
Cia Cervecerias Unidas S.A. - ADR (Chile)		33,200		2,070,352
Companhia de Bebidas das Americas (AmBev) - ADR (Brazil)		34,900		1,337,717

				3,408,069

Food & Staples Retailing - 3.2%
President Chain Store Corp. (Taiwan)¹		219,000		1,168,495
Raia Drogasil S.A. (Brazil)		150,000		1,501,120

				2,669,615

Food Products - 2.7%
Biostime International Holdings Ltd. (Cayman Islands)¹		347,000		909,611
M Dias Branco S.A. (Brazil)		46,000		1,349,883

				2,259,494

Personal Products - 2.1%
Natura Cosmeticos S.A. (Brazil)		79,000		1,821,110

Total Consumer Staples				10,158,288

Energy - 4.7%
Energy Equipment & Services - 1.0%
Eurasia Drilling Co. Ltd. - GDR (Cayman Islands)¹		33,200		846,600

Oil, Gas & Consumable Fuels - 3.7%
Pacific Rubiales Energy Corp. (Canada)		95,000		2,011,787
Petroleo Brasileiro S.A. - ADR (Brazil)		62,100		1,126,494

Total Energy				3,984,881

Financials - 10.4%
Capital Markets - 0.4%
OSK Holdings Berhad (Malaysia)¹		712,375		315,916

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

Emerging Markets Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Commercial Banks - 3.9%
Hong Leong Financial Group Berhad (Malaysia)¹		427,000	$	1,654,928
ICICI Bank Ltd. - ADR (India)		50,000		1,620,500

				3,275,428

Diversified Financial Services - 3.0%
JSE Ltd. (South Africa)¹		271,000		2,491,505

Insurance - 0.4%
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		41,000		364,376

Real Estate Management & Development - 2.7%
BR Malls Participacoes S.A. (Brazil)		71,000		804,207
General Shopping Brasil S.A. (Brazil)*		318,000		1,504,108

				2,308,315

Total Financials				8,755,540

Health Care - 16.3%
Health Care Equipment & Supplies - 1.6%
Mindray Medical International Ltd. - ADR (China)		44,500		1,347,905

Health Care Providers & Services - 1.8%
Apollo Hospitals Enterprise Ltd. (India)¹		140,600		1,554,444

Life Sciences Tools & Services - 1.6%
WuXi PharmaTech (Cayman), Inc. - ADR (China)*		93,500		1,320,220

Pharmaceuticals - 11.3%
Dr. Reddy’s Laboratories Ltd. - ADR (India)		40,000		1,187,200
Glenmark Pharmaceuticals Ltd. (India)¹		210,023		1,372,500
Lupin Ltd. (India)¹		133,300		1,288,179
Ranbaxy Laboratories Ltd. (India)*¹		146,450		1,299,129
Strides Arcolab Ltd. (India)¹		219,480		2,936,102
Sun Pharmaceutical Industries Ltd. (India)¹		123,000		1,410,070

				9,493,180

Total Health Care				13,715,749

Industrials - 13.9%
Airlines - 2.6%
Copa Holdings S.A. - ADR - Class A (Panama)		26,400		2,177,472

Electrical Equipment - 1.6%
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		2,052,000		1,336,882

Machinery - 4.8%
Hiwin Technologies Corp. (Taiwan)¹		169,000		1,735,528
Turk Traktor ve Ziraat Makineleri AS (Turkey)¹		138,180		2,338,013

				4,073,541

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

Emerging Markets Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Marine - 0.9%
Sinotrans Shipping Ltd. (Hong Kong)¹		3,120,000	$	733,880

Professional Services - 0.5%
Qualicorp S.A. (Brazil)*		46,000		398,277

Road & Rail - 1.9%
All America Latina Logistica S.A. (Brazil)		387,000		1,633,936

Transportation Infrastructure - 1.6%
Malaysia Airports Holdings Berhad (Malaysia)¹		800,000		1,405,351

Total Industrials				11,759,339

Information Technology - 10.1%
Internet Software & Services - 6.8%
Mail.ru Group Ltd. - GDR (Russia)*¹		25,400		865,022
NHN Corp. (South Korea)¹		9,800		2,149,474
Tencent Holdings Ltd. (China)¹		29,200		862,313
Yandex N.V. - Class A - ADR (Netherlands)*		32,500		619,125
Youku, Inc. - ADR (China)*		56,800		1,231,424

				5,727,358

Semiconductors & Semiconductor Equipment - 3.3%
Samsung Electronics Co. Ltd. (South Korea)¹		1,360		1,440,223
Trina Solar Ltd. - ADR (Cayman Islands)*		115,000		731,400
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		220,000		611,600

				2,783,223

Total Information Technology				8,510,581

Materials - 4.1%
Chemicals - 0.8%
Yingde Gases (Hong Kong)¹		750,000		686,423

Construction Materials - 3.3%
Asia Cement Corp. (Taiwan)¹		1,136,000		1,438,017
Taiwan Cement Corp. (Taiwan)¹		1,114,000		1,332,286

				2,770,303

Total Materials				3,456,726

Telecommunication Services - 3.8%
Wireless Telecommunication Services - 3.8%
DiGi.com Berhad (Malaysia)¹		690,000		926,667
MTN Group Ltd. (South Africa)¹		76,000		1,316,071
SK Telecom Co. Ltd. (South Korea)¹		9,000		984,907

Total Telecommunication Services				3,227,645


TOTAL COMMON STOCKS
(Identified Cost $70,752,620)				73,908,106

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

Emerging Markets Series

Investment Portfolio - June 30, 2012

(unaudited)


	SHARES		VALUE (NOTE 2)
MUTUAL FUNDS - 5.3%

iShares S&P India Nifty 50 Index Fund		104,000	$	2,275,520
PowerShares India Portfolio		128,000		2,216,960


TOTAL MUTUAL FUNDS
(Identified Cost $4,613,804)				4,492,480

SHORT-TERM INVESTMENTS - 7.4%

Dreyfus Cash Management, Inc. - Institutional Shares² , 0.09%,
(Identified Cost $6,191,615)		6,191,615		6,191,615


TOTAL INVESTMENTS - 100.3%
(Identified Cost $81,558,039)				84,592,201
LIABILITIES, LESS OTHER ASSETS - (0.3%)				(228,055	)

NET ASSETS - 100%			$	84,364,146

ADR - American Depository Receipt

GDR - Global Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of June 30, 2012.

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

Brazil 16.4%; India 15.0%; South Korea 13.2%.

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

Emerging Markets Series

Statement of Assets & Liabilities

June 30, 2012 (unaudited)


ASSETS:

Investments, at value (identified cost $81,558,039) (Note 2)	$	84,592,201
Foreign currency (identified cost $79,353)		79,402
Receivable for fund shares sold		41,517
Dividends receivable		4,488


TOTAL ASSETS		84,717,608


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		161,119
Accrued management fees (Note 3)		67,196
Accrued fund accounting and administration fees (Note 3)		9,983
Accrued transfer agent fees (Note 3)		9,513
Accrued directors’ fees (Note 3)		3,168
Accrued Chief Compliance Officer service fees (Note 3)		152
Payable for fund shares repurchased		56,889
Audit fees payable		31,645
Other payables and accrued expenses		13,797


TOTAL LIABILITIES		353,462


TOTAL NET ASSETS	$	84,364,146


NET ASSETS CONSIST OF:

Capital stock	$	79,856
Additional paid-in-capital		79,761,503
Undistributed net investment income		198,900
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		1,450,862
Net unrealized appreciation on investments (net of foreign capital gains tax of $161,119), foreign currency and translation of other assets and liabilities		2,873,025


TOTAL NET ASSETS	$	84,364,146


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($84,364,146/7,985,635 shares)	$	10.56

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

Emerging Markets Series

Statement of Operations

For the Six Months Ended June 30, 2012 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $85,176)	$	882,819


EXPENSES:

Management fees (Note 3)		427,866
Fund accounting and administration fees (Note 3)		20,108
Transfer agent fees (Note 3)		8,551
Directors’ fees (Note 3)		1,483
Chief Compliance Officer service fees (Note 3)		1,244
Custodian fees		17,984
Miscellaneous		28,845


Total Expenses		506,081


NET INVESTMENT INCOME		376,738


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

Net realized gain (loss) on-
Investments		1,482,172
Foreign currency and translation of other assets and liabilities		(31,310	)


		1,450,862


Net change in unrealized appreciation (depreciation) on-
Investments (net of change in accrued foreign capital gains tax of ($161,119))		3,841,164
Foreign currency and translation of other assets and liabilities		75


		3,841,239


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		5,292,101


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,668,839

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

Emerging Markets Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)		FOR THE PERIOD 11/16/11¹ TO 12/31/11
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	376,738	$	82,242
Net realized gain (loss) on investments and foreign currency		1,450,862		(177,838	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		3,841,239		(968,214	)


Net increase (decrease) from operations		5,668,839		(1,063,810	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		—		(100,029	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		580,896		79,278,250


Net increase in net assets		6,249,735		78,114,411

NET ASSETS:

Beginning of period		78,114,411		—


End of period (including undistributed net investment income of $198,900 and distributions in excess of net investment income of $177,838, respectively)	$	84,364,146	$	78,114,411

¹ Commencement of operations.

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

Emerging Markets Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/2012 (UNAUDITED)			FOR THE PERIOD 11/16/11¹ TO 12/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.85		$	10.00

Income (loss) from investment operations:
Net investment income²		0.05			0.01
Net realized and unrealized gain (loss) on investments		0.66			(0.15	)


Total from investment operations		0.71			(0.14	)


Less distributions to shareholders:
From net investment income		—			(0.01	)


Net asset value - End of period	$	10.56		$	9.85


Net assets - End of period (000’s omitted)	$	84,364		$	78,114


Total return³		7.32	%		(1.37	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*⁴		1.18	%		1.20	%
Net investment income⁴		0.88	%		0.86	%
Portfolio turnover		19	%		0	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management fees and/or other fees. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:

		N/A			0.95	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Emerging Markets Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s Advisor is Manning and Napier Advisors, LLC (“The Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of June 30, 2012, 9.8 billion shares have been designated in total among 41 series, of which 100 million have been designated as Emerging Markets Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of June 30, 2012 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities*:
Consumer Discretionary	$	10,339,357	$	1,988,290	$	8,351,067	$	—
Consumer Staples		10,158,288		8,080,182		2,078,106		—
Energy		3,984,881		3,138,281		846,600		—
Financials		8,755,540		4,293,191		4,462,349		—
Health Care		13,715,749		3,855,325		9,860,424		—
Industrials		11,759,339		4,209,685		7,549,654		—
Information Technology		8,510,581		3,193,549		5,317,032		—
Materials		3,456,726		—		3,456,726		—
Telecommunication Services		3,227,645		—		3,227,645		—
Mutual funds		10,684,095		10,684,095		—		—

Total assets	$	84,592,201	$	39,442,598	$	45,149,603	$	—

*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 December 31, 2011 or June 30, 2012.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

Forward Foreign Currency Exchange Contracts

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. As of June 30, 2012, no investments in forward foreign currency exchange contracts were held by the Series.

Federal Taxes

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

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

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

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.

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $19,020,991 and $14,601,319, respectively. There were no purchases or sales of U.S. Government securities.

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Emerging Markets Series were:


	FOR THE SIX MONTHS ENDED 6/30/12						FOR THE PERIOD 11/16/11 (COMMENCEMENT OF OPERATIONS) TO 12/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		400,608		$	4,296,125			8,116,595		$	81,114,177
Reinvested		—			—			10,010			96,995
Repurchased		(343,983	)		(3,715,229	)		(197,595	)		(1,932,922	)

Total		56,625		$	580,896			7,929,010		$	79,278,250

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

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the period ended December 31, 2011 was as follows:

Ordinary income $100,029

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)


Cost for federal income tax purposes	$	81,558,039
Unrealized appreciation		5,832,693
Unrealized depreciation		(2,798,531	)

Net unrealized appreciation	$	3,034,162

{This page intentionally left blank}

Emerging Markets Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEMS-6/12-SAR

ITEM 2:

CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3:

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4:

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5:

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6:

INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8:

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11:

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12:

EXHIBITS

(a)(1)

Not applicable for Semi-Annual Reports.

(a)(2)

Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3)

Not applicable.

(b)

A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

August 29, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

August 29, 2012

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

August 29, 2012

Ordinary income

Tax exempt income

Long-term capital gains